GLOBAL WEB INC, 10SB12G, 1999-08-11

GLOBAL WEB INC
10SB12G, 1999-08-11

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As filed with the Securities and Exchange Commission on August 11, 1999.
Registration No.

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

FORM 10-SB

General Form for Registrants of Securities of Small Business Issuers
Under Section 12 (b) or (g) of the Securities Exchange Act of 1934

GLOBAL WEB, INC.
(Name of Small business Issuer in its charter)

Utah
State or other jurisdiction of Incorporation or organization.

87-0427550
I.R.S. Employer Identification No.

11781 South Lone Peak Parkway, No. 110
Draper, Utah 84020
(Address of principal executive offices)(Zip code)

Issuer's telephone number: (801)523-1003

Securities to be registered under Section 12 (b) of the Act:
Title of each security Name of each exchange on which
to be registered: Each class is to be registered:
N/A N/A

Securities to be registered under Section 12 (g) of the Act:
Common Stock, par value of $.001 per share.
(Title of class)

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GLOBAL WEB, INC.

FORM 10-SB

TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of the Business .......................

ITEM 2. Management's Discussion and Analysis of Plan of
Operation .......................................

ITEM 3. Description of Property ...........................

ITEM 4. Security Ownership of Certain Beneficial
Owners and Managers .............................

ITEM 5. Directors, Executive Officers, Promoters,
And Control Persons .............................

ITEM 6. Executive Compensation ............................

ITEM 7. Certain Relationships and Related Transactions ....

ITEM 8. Description of Securities .........................

PART II

ITEM 1. Market Price of and Dividends on Registrant's
Common Equity and Other Shareholder Matters .....

ITEM 2. Legal Proceedings .................................

ITEM 3. Changes in and Disagreements with Accountants .....

ITEM 4. Recent sales of unregistered securities ...........

ITEM 5. Indemnification of Directors and Officers .........

PART F/S
Financial statements ......................................

PART III

ITEM 1. Index to Exhibits .................................

ITEM 2. Description of exhibits ...........................

Signatures ................................................

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PART I

Except as otherwise specified, the information in this Registration
reflects the 100 to one reverse stock split of the Common Stock in March 1999.

ITEM 1.

Business Development

Global Web, Inc. (the "Company") was organized on September 6, 1985, under
the laws of the State of Utah as BP 150, Inc., having the purpose of investing
in a business opportunity. The Company sold 150,000 shares of its common
stock in a public offering in January 1986. In 1987 the Company invested its
funds in a restaurant franchise area. At that time the Company changed its
name to American Restaurant Management, Inc. In 1989 the restaurant venture
failed. The Company was inactive from 1989 until March 1998.

In March 1999 the Company acquired all of the issued and outstanding shares
of Global Web, Inc., a Nevada corporation, in exchange for a controlling
interest in the Company. Action was taken by shareholder action approving
amendments to the Articles of Incorporation changing the name of the Company
to Global Web, Inc., and changing the capitalization to 95,000,000 shares with
90,000,000 shares of Common Stock, par value of $.001 per share and 5,000,000
shares of Preferred Stock, par value of $.001 per share. Also, the reverse
split was approved. New directors were appointed.

Global Web was incorporated in August 1997. Global Web develops and
markets Internet services to Internet users and prospective users. In
particular, Global Web provides services to customers who believe that the
Internet will assist their business or that the Internet may be used to market
products and services.

Presently the Company is servicing approximately 3,000 subscribers. The
Company hosts web site and has developed software programs which assist its
customers to establish their web sites and to help them do transactions on the
Internet. The Company has "Web Builder" and "Virtual Shopper". Web Builder
helps design and establish web pages. Virtual Shopper is a

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service that assists paying for purchases of products and services on the
Internet. The Company has under consideration other projects relating to
commerce and use of the Internet.

The Company develops and markets Internet services to Internet users and
prospective users. In particular, the Company provides services to customers
who believe that the Internet will assist their business or that the Internet
may be used to market products and services. Presently the Company is
servicing approximately 3,000 subscribers. The Company hosts web sites and
has developed software programs which assist its customers to establish their
web sites and to help them do transactions on the Internet. The Company has
"Web Builder" and "Purchase Here". Web Builder helps design and establish web
pages. Purchase Here is a service that assists paying for purchases of
products and services on the Internet. The Company has under consideration
other projects relating to commerce and use of the Internet which have not
been fully developed.

The Company's products are called the "Purchase Here," "Web Builder," and
"RTDB" which stands for Real Time Internet Database. All products are related
to or are used on the Internet. Purchase Here allows people to shop on the
Internet and purchase items from different vendors. The customer using
Purchase Here pays for the purchases at one time using a credit card or by
check. Purchase Here is used in connection with a national merchant account
vendor. The Company has different variations of the Purchase Here with
additional features and enhancements. These products are bundled with other
products relating to eCommerce.

Web Builder allows a customer to build a web page according to choices
available provided in the software. Much of the web page is assembled by
making selections and then designated the choice from the selection offered.
The options offered are menu based and the customer selects merely by pointing
and clicking. Options include such things as background colors, type faces
for text, page location, and graphics. Through the software a customer may
make changes to the web page as needed or desired.

The Company has a web-based real-time database accessible through the
Internet. This product allows customers in a secured environment to search
(by different options), open, edit, update, and delete information, such as
customer records, using an Internet connection and any web browser. When
changes are submitted to the database record, the results are posted on a
real-time basis. The changes are instantly made on the web server. Changes
to the database can be accessed by anyone with

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authorization to the web site. The data comprising the database may be
customized according to customer specifications and requirements. Also,
specific reports can be created based on the information in the database.

The Company has under evaluation other services to be offered through the
Internet or which relate to the use of the Internet.

The Company has recently made a trademark filing for one of its products
and anticipates making other filings in the future. The Company has made only
a preliminary search regarding the availability and its rights to these names.
The Company's rights to these names may be challenged in the future by others
which may adversely affect the Company's business.

The Company will host for customers using their own domain name or URL or
Uniform Resource Locator.

Competition

The Company's competitors are diverse. Several large, well-capitalized
companies and numerous small companies compete in providing services relating
to the Internet. Many of these competitors have greater financial resources
and more experienced personnel which enables these competitors to have greater
credibility and viability in the market.

Services

The Company offers different packages to assist businesses and individuals
to establish web pages and web sites. The price per month ranges from
approximately $14.95 to $200.00. The packages differ by the services provided
such as numbers of web pages, E-mail accounts, classified ads, number of
graphics, and other eCommerce services provided. Also, the Company provides
other services depending on the package of services selected such as
consultation, monthly online newsletter, and online training. Generally the
Company provides guidance to subscribers to assist in the development and use
of web sites and web pages. The Company for a fee anticipate providing
additional training. The Company's experience has been to sell more services
in the lower price ranges.

Mall Accounts

Presently the Company is servicing for Stargate Global, Inc., approximately
100 accounts that participate on the Stargate

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Marketplace, an Internet mall. The Company services these accounts for its
costs plus ten per cent. Over time the number of subscribers to StarGate
Marketplace has declined.

Marketing

The Company presently markets its product through seminars, telemarketing
firms and resellers. Historically, the Company's primary emphasis for gaining
new subscribers or customers has been through business opportunity seminars.
The sponsor of the seminar sells the Company's products with other products.
At the seminar web sites are sold as a business opportunity. The purchaser
then becomes a reseller of web sites and eCommerce services and Internet
services. Although arrangements have differed significantly, the seminar
sponsor typically keeps at least more than half of the revenues generated and
the Company receives the remainder and the monthly fee and cost for hosting
the web sites.

The Company intends to sponsor the seminars with others on a preliminary
basis. It is hoped that these seminars will be successful. The Company will
be responsible for a portion of the up-front costs such as printing, postage,
site rental, and travel expenses, but will receive the revenues generated from
sales of its products and services. The Company will also have to pay
commissions.

To stage a business opportunity seminar a site for the seminar is selected.
Typically a lecture hall at a hotel is reserved for a date certain. Then the
sponsor secures mailing lists for persons who may have interest to attend a
business opportunity seminar. The sponsor then mails advertising materials to
the people on the mailing list. Advertisements may also be placed in the
local newspapers. The seminar is held as planned and the products are
presented and sold.

Business opportunity seminars are regulated by both federal and state
agencies. The Company intends to comply with all applicable laws. Also, the
Company will encourage those entities with whom it deals to follow and comply
with all applicable laws and regulations.

The Company has also entered into oral agreements with telemarketing firms
to market web sites and other products. The Company depending on the product
or service sold receives some and up to fifty per cent of the sales. The
Company continues to receive the hosting fees. These telemarketing firms
contact people who have attended the seminars or who have previously used

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the Company's products. Also, these firms use names from other sources.

The Company may also allow other companies to use its products under a
different name. This is in essence a "private label". Through others the
Company offers to sell web sites to distributors and potential distributors.
The Company has the obligation to be responsible for the services it is
providing. Compensation will be negotiated on a case by case basis.

The Company markets its Purchase Here through other companies. These
products are bundled with other products and then sold. The Company receives
a portion of the revenues for including Purchase Here in the bundle of
services.

The Company offers various packages of services depending on the number of
pages included in the web site, the number of graphics, the number of Email,
and limitations on text. Some packages have unlimited text. The more
services provided, the higher the price. The Company offers other value-added
services as well.

The Company has under development other products which have not been
completed and are still in development. No assurance can be provided that new
products will be developed or successfully marketing or accepted in the
marketplace and become a commercially viable product.

The Company has plans that in the next few months it will commence to market
through mass media advertising its product called ZipWeb and Beattlebug.com.
ZipWeb provides a customer with a choice of web site features and
characteristics that simply the process of creating a web page. Further
because of the variety of choices available web sites will differ. The
Company has committed limited funds to the advertising project and the Company
will assess the advertising dollars spent against the revenues generated. If
the revenues from the media campaign are less than anticipated, the Company
may cancel or change the advertising program. Beattlebug encourages traffic
to the Company's web site.

Cancellations

The Company experiences cancellations by its subscribers. These
cancellations may be permanent or may be for a limited time. In the early
stages of the relationship with the Company typically thirty per cent of the
subscribers cancel. Once the accounts become established, the Company
experiences a lower rate

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cancellations. The Company has not had sufficient operating experience to
determine cancellation patterns or percentages. Management believes it is
vital and essential that the Company continue to add new subscribers
regularly. If the Company failed to add new subscribers, it subscriber base
over time will decrease causing costs to increase and profits to decline or
turn to losses. Also, at times customers who have canceled reinstate the
Company's service.

Merchant Account

The Company and the other entities selling its products typically receive
payments through credit cards. Because of the high volume of transactions the
financial institutions at which the Company or the other entities have their
merchant accounts place restrictions on the volume of credit card vouchers
which can be processed or the financial institution will process the credit
card vouchers and then place a hold or restriction on the funds in the
accounts. These institutions are concerned about charge backs against the
merchant account. A charge back occurs when the purchaser, the customer
cardholder, refuses to pay for the products purchased and demands that the
credit card company issue a credit for the amount billed. The restrictions or
the placing of a hold on the funds in these merchant accounts may cause the
Company to experience cash liquidity difficulties. The Company seeks to
monitor the status of the funds in the merchant accounts so that cash flows
will be sufficient to fund operations.

Government Regulation

The Company's business activities are subject to governmental regulations.
The business opportunities seminar sponsors and the telemarketing firms are
subject to regulations. Also, the Company may be subject to the anti-
pornography provisions of the Federal Telecommunications Act. The Company's
policy is not to allow pornography on the web sites it hosts. The Company
intends to comply with all applicable laws and regulations.

Facilities, Equipment and Employees

The Company has office and research facilities located in Draper, Utah. It
leases approximately 5,000 square feet. The lease is for three years with
lease payments subject to adjustment of approximately $3,400 per month. The
Company has no product liability insurance policy for its anticipated opera-

tions. Insurance may not be available on terms and conditions which will
allow the Company to obtain coverage to meet its

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requirements. If the Company were subject to a products liability claims or
claims, the Company's financial strength may be impaired by defending or
satisfying any claim.

The Company has approximately nineteen full-time and part-time employees.
These employees are web designers, software programers, customer service
representatives, and administrators. The Company has computers and related
equipment to develop and provide its services. Presently the equipment is
adequate for the present level of operations and for anticipated future
operations.

The Company believes that inflation has little impact on its business
affairs. Further, the Company believes that the year 2000 will not cause any
problems or difficulties for the Company's operations. Service providers have
advised the Company that they are Y2K compliant. Problems may arise from
sources outside the Company which the Company may not control.

ITEM 2.Management's Discussion and Analysis or Plan of Operation.

The following information should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in the Form 10-SB.

Management's Discussion and Analysis.

Because the Company has only a limited operating history the revenues it has
experience may not continue in the future and the future operations may
generate less revenues than current operations. For the sixth month period
ended June 30, 1999, the Company had revenues of $1,135,772 compared to
$1,180,652 for the year ended December 31, 1998, and had net income of $33,898
compared to $72,693. Total assets as of June 30, 1999, were $279,981 compare
to $133,015 as of December 31, 1998. Current liabilities increased from
$45,061 as of December 31, 1998 to $158,228 as of June 30, 1999. The increase
in total assets resulted from increases in accounts receivable of $90,755.
Accounts payable during the period increased $68,70 because of increased
operations. The Company is dependent upon future sales and maintaining its
present level of subscribers to fund its operations. The Company's primary
objective is to increase the number of subscribers. Presently the Company has
approximately 3,000 subscribers. The number of subscribers is subject to
change and fluctuation because of sales and cancellations. As of June 30,
1999, the Company current ratio 1.5 compared to 1.8 as of December 31, 1998.
Further, the quick ratio as of June 30, 1999, was .32 compared to .04 as of
December 31, 1998.

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Recent Accounting Pronouncements

The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standard ("SFAS") No. 128, "earning Per Share" and Statement of
Financial Accounting Standards No. 129 "Disclosures of Information About an
Entity's Capital Structure." SFAS No. 128 provides a different method of
calculating earnings per share than is currently used in accordance with
Accounting Principles Board Opinion No. 15 "Earnings Per Share." SFAS no. 128
provides for the calculation of "Basic" and Dilutive" earnings per share.
Basic earnings per share includes no dilution is computed by dividing income
available to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution of securities that could share in the earnings of an
entity, similar to fully diluted earnings per share. SFAS No. 129 establishes
standards for disclosing information about an entity's capital structure.
SFAS No. 128 and No. 129 are effective for financial statements issued for
periods ending after December 15, 1997.

The Financial Accounting Standards Board has also issued SFAS No. 130,
"Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 130 establishes standards
for reporting and displaying comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include all changes
in equity except those resulting from investments by owners and distributions
to owners. Among other disclosures, SFAS No. 130 requires that all items that
are required to be recognized under current accounting standards as components
of comprehensive income be reported in a financial statement that displays
with the same prominence as other financial statements. SFAS No. 131
supersedes SFAS No. 14 "Financial Reporting for segments of a Business
Enterprise." SFAS No. 131 establishes standards on the way that public
companies report financial information about operating segments in annual
financial statements and requires reporting of selected information about
operating segments in interim financial statements issued to the public. It
also establishes standards for disclosure regarding products and services,
geographic areas and major customers. SFAS No. 131 defines operating segments
as components of a company about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance.

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SFAS Nos. 130 and 131 are effective for financial statements for period
beginning after December 15, 1997 and requires comparative information for
earlier years to be restated. Because of the recent issuance of the standard,
management has been unable to fully evaluate the impact, if any, the standard
may have on future financial statement disclosures. Results of operations and
financial position, however, will be unaffected by implementation of the
standard.

Inflation

In the opinion of management, inflation has not had a material effect on the
operations of the Company.

Risk Factors and Cautionary Statements

The Company's operations are subject to the following risk factors.

Company is a New Venture. The Company is a relatively new venture and
lacks significant operating history. Because of its limited operating history
the Company may lack stability and unforeseen problems may arise which will
hinder or stifle the Company's operations and its potential growth.

Future Funding May Be Required. The Company has had only minimal
revenues. In the future the Company may require additional funding to
continue operations and to have sufficient working capital to implement its
any marketing plan. Future funding may be accomplished through the sale of
equity securities or some form of borrowing, such as promissory notes. No
assurance can be given that the Company will be able to obtain future funding
at all or on terms and conditions acceptable to the Company. No assurance can
be given that the Company will operate profitably in the future or that its
products and services will be accepted in the marketplace.

Dependence Upon Key Personnel. The Company is substantially dependent
upon the efforts and abilities of its officers, Lee Burbidge and Brae
Burbidge. The loss of the services of any of these individuals would
materially and adversely affect the operations and financial condition of the
Company. At present, the Company has no key-man life insurance on its
officers or key personnel.

Experience of Management. Management of the Company has only limited
business experience. Also, management has no experience in operating a public
company. In implementing a successful marketing plan for the Company's
services, management lacks

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experience. Additional management skills and knowledge will be required to
operate the Company's business profitably if sales volumes and revenues
increase, and the number of employees grows.

Risk of Obsolescence. The Company's products and services may become
obsolete as products and procedures are developed by others. The Company's
services may become obsolete at any time. The Company is engaged in providing
products relating to the creating and hosting of web site and web pages.
These activities are subject to strong competition.

This Registration Statement contain certain forward-looking statements. The
Company wishes to advise readers that actual results may differ substantially
from such forward-looking statements. Forward-looking statements involve
risks and uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including but not
limited to, the following: the ability of the Company to maintain a sufficient
customer base to have sufficient revenues to fund and maintain its
operations., the ability of the Company to meet its cash and working capital
needs, to have sufficient revenues to continue operations.

ITEM 3. Description of Property

This information required by this Item 3, Description of Property as set
forth in Item 1 - Description of Business, of this Form 10 SB/A.

ITEM 4.Security Ownership of certain beneficial Owners and Management

The following table sets forth information, to the best of the Company's
knowledge, as of June 30, 1999, with respect to each person known by the
Company to own beneficially more than 5% of the issued and outstanding common
stock, each director and all directors and officers as a group.

Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership Of Class(1)

Lee Burbidge 2,000,000 23
Brae Burbidge 2,000,000 23
Bret Burbidge 2,000,000 23
Wallace Boyack 2,408,490 28

All Executive Officers & 4,000,000 46
Directors as a Group

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(1) Based on 8,564,500 shares of common stock outstanding as of June 31,
1999.

ITEM 5. Directors, Executive Officers, Promoters and Control Persons

The executive officers and directors of the Company are as follows:

Name, Age and Office
---------------------------
Lee Burbidge, 58, Chairman of the Board of Directors and Secretary
Brae Burbidge, 31, Director and President
Douglas Owen 58, Director

The following are biographical summaries of the experience of the officers
and directors of the Company.

Lee Burbidge attended the University of Utah and Brigham Young University
taking courses in Hispanic-American relations, management and business. Mr.
Burbidge is one of founders of the Company. Over the past twenty-five years
Mr. Burbidge has been activity in real estate development for projects in
which he has an interest and for others. Mr. Burbidge is the sole owner of
Lee Burbidge, Inc., a corporation that offers for sale an audio-visual
workbook called "For Sale by Owner", a service designed to assist individual
homeowners to sell their real property without hiring a real estate agent.
Mr. Burbidge is an officer and a director of StarGate Global, Inc., a Utah
corporation.

Brae Burbidge received in 1992 a bachelor of arts degree from the University
of Utah in political science and accounting. Mr. Burbidge while at the
University of Utah was an intern at the U.S. Supreme Court. From 1991 to 1995
he worked for Financial Freedom Report, a Utah corporation. During 1995 and
1996 he was director of seminars for Home Business Group. In 1996 he founded
and developed Stargate Marketplace, an Internet mall. Mr. Burbidge is an
officer and a director of StarGate Global, Inc., a Utah corporation.

Douglas Owen attended the University of Utah Business Administration and
Marketing. For the past twenty years he has specialized in real estate
development and marketing in Utah, Washington, California, New York, Kentucky,
Tennessee, and Arizona. Mr. Owen is a licensed real estate agent in Arizona
and California. He has provided consulting services to several major
corporations. Presently, Mr. Owen is the President of Uni-Med Realty
Advisors, Inc.
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All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company does not
have any standing committees.

None of the officers or directors of the Company has during the past five
years, been involved in any events (such as petitions in bankruptcy, receiver-

ship or insolvency, criminal proceedings or proceedings relating to securities
violations).

Officer Remuneration

As of June 30, 1999, the Company had no employment contracts with any
officers. Lee Burbidge and Brae Burbidge receive monthly compensation of
approximately $5,000.00 each. It is anticipated that monthly salaries will
continue. Lee Burbidge and Bret Burbidge do not devote all of their time to
working for or consulting to the Company.

Officer and Director Compensation

The Company's directors are not compensated for attending meetings of the
Board of Directors. In the future the directors may be compensated for their
services. No decision has been made as to the manner or type of future
compensation.

ITEM 6. Executive Compensation

Brae Burbidge and Lee Burbidge receive compensation of $5,000 per month. In
addition, both receive assistance in the payment of the health insurance
benefits. Lee and Brae Burbidge are the only employees who receive a salary at
the rate of $60,000 per year.

ITEM 7. Certain Relationships and Related Transactions

During calendar 1998 Brae Burbidge and Lee Burbidge received compensation of
approximately $60,000 and $60,000 respectively. In addition, Bret Burbidge
received compensation of approximately $63,500 in connection with the
operation of the seminars. Lee Burbidge is the father of Brae and Bret.
Wallace Boyack received compensation of approximately $4,680 for legal
services. Relatives of the Burbidges, who are employees, received total
compensation of less than $60,000 per year. In addition, Business Marketing
Systems, Inc., a company owned and controlled by Bret Burbidge shared office
space with the company in Draper, Utah, and sponsored business opportunity
seminars at which the

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Company's products were sold. Business Marketing Services, Inc., ceased its
operations in approximately March 1999. Presently, Bret Burbidge maintains an
office at the Company's offices. Bret Burbidge trades the Company leads for
its seminars for the office space.

In addition, the Company hosts an Stargate Market Place, an Internet mall
owned by Stargate Global, Inc., a company owned by the four shareholders of
Global. Global is paid its costs plus ten per cent for its services.

Two children of Wallace Boyack are part-time employees of the Company. Dan
Owen, the son of Douglas Owen, a director, is the Company's accountant. No
one receives compensation in excess of $60,000 per year.

ITEM 8. Description of Securities

The following table sets forth the capitalization of the Company as of June
30, 1999.

PRESENT AMOUNT
TITLE OF CLASS AMOUNT AUTHORIZED OUTSTANDING

Common Stock 90,000,000 8,564,500
(par value of $.001 per share)

Preferred Stock 5,000,000 none
(par value of $.001 per share)

DESCRIPTION OF COMMON AND PREFERRED STOCK

The Company is presently authorized to issue up to 95,000,000 shares of
stock, 5,000,000 shares of preferred stock, par value of $.001 per share and
45,000,000 shares of common stock, par value of $.001 per share. No shares of
preferred stock are issued and outstanding. As of June 30, 1999, the Company
had 8,564,500 shares of common stock issued and outstanding.

All shares of stock, when issued, will be fully-paid and nonassessable. All
shares of common stock are equal to each other with respect to voting,
liquidation and dividend rights. Holders of shares of common stock are
entitled to one vote for
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each share they own at any stockholders' meeting. Holders of shares of common
stock are entitled to receive such dividends as may be declared by the Board
of Directors out of funds legally available therefor, and upon liquidation are
entitled to participate pro rata in a distribution of assets available for
such a distribution to stockholders. There are no conversion, preemptive,
redemption, or other rights or privileges with respect to any shares.
Reference is made to the Company's Articles of Incorporation and its By-Laws
as well as to the applicable statutes of the State of Utah for a more complete
description of the rights and liabilities of holders of common stock. The
common stock of the Company has no cumulative voting rights which means that
fifty per cent of the shareholders may elect all of the directors of the
Company to be elected at a shareholders meeting if they choose to do so. In
such event, the holders of the remaining shares aggregating less than 50% will
be unable to elect any directors. The preferred stock may be issued in series
with rights and privileges as determined by resolution of the Board of
Directors.

PART II

ITEM 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters

No shares of the Company have previously been registered with the Securities
and Exchange Commission. Presently the Company's shares have a listing on the
National Association of Securities Dealers Electronic Bulletin Board. The
Company may be delisted from the Electronic Bulletin Board on approximately
August 1, 1999. When this Form becomes effective and not having any
deficiencies, the Company anticipates applying for listing on the EBB. The
Company's application will consist of current corporate information, financial
statements and other documents as required by Rule 15c2-11 of the Securities
Exchange Act of 1934, as amended. It is anticipated that a listing on the OTC
Electronic Bulletin Board permits price quotations for the Company's shares to
be published by such service. Prior to the date hereof the Company's shares
traded from time to time on the OTC Electronic Bulletin Board. As of August
1, 1999, transactions in the Company's shares are not reported on the EBB.
The table below states the closing high and low bid prices at which the
Company's shares of common stock were quoted during the quarter identified.
The trades are in U.S. dollars but may be inter-dealer prices without retail
mark-up, mark down, or commission and may not even represent actual trades.

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High Low
------ -----
1998
- ----

December 31 $6.25 $6.25

1999
- ----

March 31 $6.25 $.20
June 30 $1.75 $.50

The Company's shares may be volatile and subject to broad price movements.

Further, the Company's shares are subject to the provisions of Section
15(g) and Rule 15g-9 of the Securities Exchange Act of 1934 ("Exchange Act"),
commonly referred to as the "Penny Stock" rule. Section 15(g) states certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1)
incorporates the definition of penny stock as used in Rule 3a51-1 of the
Exchange Act.

Generally a penny stock is defined as any equity security that has a market
price of less than $5.00 per share, subject to certain limited exceptions.
Rule 3a51-1 provides that any equity security is considered to be a penny
stock unless that security is registered and traded on a national securities
exchange meeting certain criteria set by the Commission; authorized for
quotation on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at least $5.00
per share) or the issuer's net tangible assets; or exempted from the
definition by the Commission. Once shares are deemed to be a penny stock,
trading in the shares then becomes subject to additional rules relating to
sales practices for broker-dealers who sell penny stocks to persons other than
established customers and accredited investors. An accredited investor has
assets in excess of $1,000,000 or annual income exceeding $200,000, or with
spouse annual income of $300,000.

For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received prior to the purchase the purchaser's written consent for the
transaction. Additionally, for any transaction involving a penny stock,
unless exempt, he rules require the delivery of a risk disclosure document
relating to the penny stock market prior to the first transaction. A broker-
dealer must also disclose the commissions payable to both the broker-dealer
and the registered representative, and current quotations for the security.
Finally, monthly statements must be

17
<PAGE>

sent disclosing recent price information for the penny stocks held in the
account and information on the limited market in penny stocks. These rules
may restrict the ability of broker-dealers to trade and/or maintain the
Company's common stock and may affect the ability of shareholders to sell
their shares.

As of June 30, 1999, there were approximately 89 holders of record of the
Company's common stock, which number does not include shareholders whose
certificates are held in the name of Broker-dealers or other nominees.

Before the reverse split of 100 for 1 which became effective on March 8,
1999, the Company has 56,450,000 of common stock issued and outstanding.
After the reverse split and the closing of the transaction there will be
8,564,500 shares of common stock issued and outstanding. One person who may
be deemed an affiliate of the Company (as the term "affiliate"is defined in
the Act) presently owns approximately 408,490 shares which are eligible for
resale pursuant to the provisions of Rule 144 promulgated under the Securities
Act of 1933. Generally Rule 144 provides that a person or persons who
acquired stock in a non-public transaction and has owned the stock for more
than one year prior to the proposed sale may sell within a three month period
no more than one per cent of the then issued and outstanding shares of common
stock or the average weekly reported trading volume on all national securities
exchange and through NASDAQ during the four calendar weeks preceding the
proposed sale. Up to 85,645 shares owned by the shareholder may be sold
pursuant to the provisions of Rule 144 during a three month period. Any
shares sold pursuant to Rule 144 may adversely affect the market price of the
Company's common stock. Sales under Rule 144 may adversely affect the market
price for the shares of the Company's common stock in any market that may
exist.

The Company issued 8,000,000 shares to acquire the shares of Global Web,
Inc. on or about March 8, 1999. The Company believes that this transaction
was exempt from registration under the Act pursuant to Section 4(2). The
other shares were issued prior to 1990. The Company believes that these prior
issuances are not relevant to the registration statement.

Dividend Policy

The Company has not declared nor paid cash dividends nor made distributions
in the past. The Company does not anticipate that it will pay cash dividends
or make distributions in the foreseeable future. The company currently
intends to retain and invest any future earning to finance operations.

ITEM 2. Legal Proceedings

In July 1998 Global Web, Inc., a Nevada corporation and a wholly owned
subsidiary of the Company, Brae Burbidge and Lee Burbidge were named as
defendants in an adversary proceeding complaint filed in the bankruptcy
proceeding of Laservend, Inc. The litigation is in the federal bankruptcy
court in Utah and is captioned Gary E. Jubber v. Brae Burbidge et al. having
docket no Bankruptcy No. 97A-26878 and Adversary Proceeding No. 98PA-2239.
The action seeks to recover the value of an asset which it is claimed was
taken from LaserVend. Management believes the claims lack merit and intends
to vigorously defend the allegations. Even though the attorney representing
the Defendants believes that the defense of the litigation will be successful,
no assurance can be given that when the matters are adjudicated that the
defendants will not be found to have liability and have damages assessed
against them individually or collectively including the Company's wholly owned
subsidiary.

In April 1999 the Company in the state courts of Utah commenced an action
captioned Global Web, Inc. v. Home Business Solutions, Inc. and Joseph
Appleton seeking to enforce a contract between Global and Home and seeking
damages against Appleton for the appropriation of sensitive and confidential
information of Global Web. Home Business has filed a counterclaim seeking
damages from Global. Also, in April 1999 Global Web was named as a defendant
in an action captioned Hudson Printing Company v. Global Web, Inc. seeking
collection. Global believes that the litigation lacks merit, has filed a
counterclaim and intends to defend the matter vigorously.

ITEM 3. Changes in and disagreements with Accountants

There have been no changes in or disagreements with accountants.

ITEM 4. Recent Sales of Unregistered Securities

On March 8, 1999, the Company issued a total of eight million shares to
the shareholders of Global Web, Inc., to acquire all of the issued and
outstanding shares of that corporation. This stock issuance was not
registered with the Commission because it was believed to be exempt fro the
registration requirements of the Act under Section 4(2). No other shares of
the Company's common stock have been issued during the preceding three fiscal
years.

ITEM 5. Indemnification of Directors and Officers

19
<PAGE>

As permitted under the statutes of the State of Utah the Company has the
power to indemnify any officer or director who, in their capacity as such is
made a party to any suit or proceeding, whether criminal, civil or
administrative if such director or officer acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the corporation's best
interests. Advances of expenses is permitted pursuant to Section 16-10a-904
of the Utah Code. Further, the Utah Code allows for the purchase of liability
insurance for officers and directors.

Transfer Agent

The Company's Transfer Agent is Atlas Stock Transfer Company, 5899 South
State Street, Murray, Utah 84106, telephone number 801-266-7151.

PART FINANCIAL STATEMENTS

The Company's financial statements for the fiscal years ended December 31,
1998 and 1997 have been examined by Orton and Company. Also, provided are pro
forma financial statements showing the effect of the acquisition of Global
Web, Inc., in March 1999. Unaudited financial statements for the six month
period ended June 30, 1999, are included which were prepared by the Company.

GLOBAL WEB, INC.

Consolidated Financial Statements

June 30, 1999, December 31, 1998 and 1997

<PAGE> 20

INDEPENDENT AUDITOR'S REPORT

To the Stockholders of
Global Web, Inc.

We have audited the accompanying consolidated balance sheets of Global Web,
Inc. (a Utah corporation) as of December 31, 1998 and 1997 and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the periods then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Global
Web, Inc. as of December 31,1998 and 1997 and the results of its operations
and its cash flows for the periods then ended in conformity with generally
accepted accounting principles.

The consolidated financial statements for the period ended June 30, 1999 was
not audited by us, and, accordingly we do not express an opinion or any other
form of assurance on them.

/s/ Orton & Company

Orton & Company
Salt Lake City, Utah
August 3, 1999

<PAGE> 21

Global Web, Inc. and Subsidiary
Consolidated Balance Sheets

ASSETS
-------

June 30, December 31,
1999 1998 1997
-------------- -------------- ---------------
CURRENT ASSETS (Unaudited)

Cash $ 50,834 $ 2,189 $ 2,639
Accounts Receivable
(Net of $0 and $0 allowance
for Doubtful account) 107,499 16,744 -
Prepaid Expenses & other 67,260 53,235 -
Inventory (Note 1) 7,836 7,836 -
-------------- -------------- ---------------
233,429 80,004 2,639

PROPERTY PLANT & EQUIPMENT (NOTE 1) 46,552 53,011 38,994
-------------- -------------- ---------------
TOTAL ASSETS $ 279,981 $ 133,015 $ 41,633
============== ============== ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
Accounts payable & accrued
expenses $ 83,581 $ 14,872 $ 2,835
Taxes payable 17,060 10,117 6,116
Income taxes payable (Note 1) 20,767 8,726 -
Deferred revenue (Note 5) 21,170 11,346 17,421
Short term debt 15,650 - -
-------------- -------------- ---------------
158,228 45,061 26,372

CONTINGENCIES (Note 6) - - -

STOCKHOLDERS' EQUITY
Preferred Stock 5,000,000 shares
authorized, $.001 par value,
0 shares outstanding - - -
Common Stock 90,000,000 shares
authorized at $.001 par value;
8,564,500 and 16,000,000 shares
issued and outstanding 8,565 16,000 16,000
Capital in Excess of Par Value 284,982 36,649 36,649
Retained (Deficit) Earnings (171,794) 35,305 (37,388)
-------------- -------------- ---------------

Total Stockholders' Equity 121,753 87,954 15,261
-------------- -------------- ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 279,981 $ 133,015 $ 41,633
============== ============== ===============

The accompanying notes are an integral part of these financial statements.
3
<PAGE> 22

Global Web, Inc. and Subsidiary
Consolidated Statements of Operations

For the Six For the For the Period
Months Ended Year Ended August 14, 1997
June 30, December 31, to December 31,
1999 1998 1997
-------------- ------------- ---------------
REVENUE (Unaudited)

Internet & Seminar Services $ 1,135,772 $ 1,180,652 $ 110,190

EXPENSES

Selling, General &
Administrative 1,089,832 1,099,133 147,578
-------------- ------------- ---------------
NET INCOME (LOSS)-Before Taxes $ 45,939 $ 81,519 $ (37,388)

Taxes (Note 1) 12,041 8,826 -
-------------- ------------- ---------------
INCOME (LOSS) $ 33,898 $ 72,693 $ (37,388)
============== ============= ===============
Income (Loss) Per Share $ - $ - $ -
============== ============= ===============
Average Outstanding Shares 8,564,500 16,000,000 16,000,000
============== ============= ===============

The accompanying notes are an integral part of these financial statements.

4
<PAGE> 23
Global Web, Inc. and Subsidiary
Consolidated Statements of Stockholders' Equity
From August 14, 1997 (inception) through June 30, 1999

Capital in
Common Common Excess of Retained
Shares Stock Par Value Deficit
------------- ---------- ------------ -------------
Balance, August 14, 1997 - $ - $ - $ -

Shares issued for cash
at $.001 per share 16,000,000 16,000 - -

Equipment contributed by
shareholders (Note 2) - - 36,649 -

Loss for the period - - - (37,388)
------------- ---------- ------------ -------------
Balance, December 31, 1997 16,000,000 $ 16,000 $ 36,649 $ (37,388)

Income for the period - - - 72,693
------------- ---------- ------------ -------------
Balance, December 31, 1998 16,000,000 16,000 36,649 35,305

Shares issued by Global Web,
Inc. (Utah) for 100% of
outstanding stock of Global
Web, Inc. (Nevada) (Note 1) 8,564,500 8,565 284,982 (240,997)

Income for the period - - - 33,898
------------- ---------- ------------ -------------
Balance, June 30, 1999 8,564,500 $ 8,565 $ 284,982 $ (171,794)
============= ========== ============ =============

The accompanying notes are an integral part of these financial statements.

5
<PAGE> 24

Global Web, Inc. and Subsidiary
Consolidated Statements of Cash Flows

For the Six For the For the Period
Months Ended Year Ended August 14, 1997
June 30, December 31, to December 31,
1999 1998 1997
-------------- ------------- ---------------
CASH FLOWS FROM (Unaudited)
OPERATING ACTIVITIES
Net Income (Loss) $ 33,898 $ 72,693 $ (37,388)
Depreciation 23,500 30,650 12,780
Change in Accounts Receivable (90,755) (16,744)
Change in Accounts Payable 68,709 12,037 2,835
Change in Taxes Payable 18,884 12,727 6,116
Change in Deferred Revenue 9,824 (6,075) 17,421
Change in Prepaid Expenses (14,025) (53,235) -
Change in Inventory - (7,836) -
-------------- ------------- ---------------
50,035 44,217 1,764
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of Fixed Assets (17,040) (44,667) (15,125)
-------------- ------------- ---------------
(17,040) (44,667) (15,125)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock for Cash - - 16,000
Cash from short term debt 15,650 - -
-------------- ------------- ---------------
15,650 - 16,000
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 48,645 (450) 2,639

CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD 2,189 2,639 -
-------------- ------------- ---------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 50,834 $ 2,189 $ 2,639
============== ============= ===============

CASH PAID DURING THE PERIOD FOR:
Interest $ 35 $ - $ -
Income Taxes $ - $ 100 $ -

The accompanying notes are an integral part of these financial statements.

<PAGE> 25

Global Web, Inc. and Subsidiary
Notes to the Consolidated Financial Statements

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company (Global Web, Inc.-Parent) was organized under the laws of the
state of Utah on September 6, 1985 as BP 150, Inc. The Company was
incorporated for the purpose of investing in a business opportunity. In 1987,
the Company changed its name to American Restaurant Management, Inc. and
invested in and operated a restaurant franchise. The restaurant enterprise
failed in 1989 and the Company has not engaged in any business since that date
until March 1999, when the Company acquired all of the outstanding shares of
Global Web, Inc., a Nevada Corporation.

Global Web, Inc. (Nevada-Subsidiary) was created on August 14, 1997 in
the state of Utah. Global Web, Inc.-Subsidiary is in the business of
providing hosting, design, and consultation services for web pages on the
internet.

In October 1997, Global Web, Inc.-Subsidiary created and merged with a
Nevada subsidiary by the same name. Global Web, Inc.-Subsidiary now is a
Nevada corporation with Utah operations.

Global Web, Inc-Subsidiary corporation was created with two classes of
stock: 45,000,000 shares authorized of common stock and 5,000,000 shares of
preferred stock, each with $.001 par value. The preferred stock has the
voting rights of one thousand votes per share, but has no preferences or
rights as to dividends, redemptions, dissolutions, distributions, conversions,
or exchanges.

At the time of the acquisition the Company (Global Web, Inc-Parent)
changed its name to Global Web, Inc. and did a reverse stock split of 1 for
100 shares. After the reverse split was affected, Global Web, Inc.-Parent
issued 8,000,000 shares of common stock for all of the outstanding stock of
Global Web, Inc.-Subsidiary. The consolidated financial statements for 1997
and 1998 are the financial statements of the subsidiary operation - Global
Web, Inc. (Nevada). The financial statements of 1999 are the combined
financial statements of the parent from March 31, 1999 (there was no activity
in the parent company) and the subsidiary from January 1, 1999.

Together the two companies (Parent and Subsidiary) are combined into
Global Web, Inc , a consolidated group of corporations known in this report as
the Company. The accounting for the acquisition of all the stock of Global
Web, Inc. (Nevada) is treated as a "reverse acquisition" whereby the control
parties of the acquired corporations (Global Web, Inc. (Nevada)) take control
of the parent corporation (Global Web, Inc. (Utah)). At the time of the name
change, Global Web, Inc-Parent also affected a change in the capital
structure. The capitalization of the Company was changed to common stock
authorized 90,000,000 shares, $.001 par value and preferred stock authorized
5,000,000 shares, $.001 par value.

7
<PAGE> 26
Global Web, Inc. and Subsidiary
Notes to the Consolidated Financial Statements

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income (Loss) Per Share
-----------------------

The computation of income (loss) per share of common stock is based on
the weighted average number of shares outstanding during the period.

Income Taxes
------------

The Company adopted Statement of Financial Standards No. 109
"Accounting for Income taxes" in the fiscal year ended December 31, 1997.

Statement of Financial Accounting Standards No. 109 " Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement recognizes
(a) the amount of taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for future tax consequences of events that
have been recognized in the financial statements or tax returns.

Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial reporting
purposes. There were no temporary differences at December 31, 1998 and
earlier years; accordingly, deferred tax liabilities have not been recognized
for any year.

The Company (Parent) has cumulative net operating loss carryforwards of
approximately $160,000 at December 31, 1998. No effect has been shown in the
financial statements for the net operating loss carryforwards as the
likelihood of future tax benefit from such net operating loss carryfowards is
not presently determinable. Accordingly, the potential tax benefits of the
net operating loss carryforwards have been offset by valuation reserves of the
same amount. Accrued income taxes for all years are estimated for the
subsidiary operation.

The Company (parent) has available $160,000 in net operating loss
carryforwards that will begin to expire in the year 2000. The Company has
accrued an estimated $12,041 federal and state income taxes for the first six
months of 1999. The taxes accrued from the subsidiary is not offset by any
net operating loss carryforward from the parent since such carryforwards are
limited and may not be available to offset any future profits of the
subsidiary.

Cash and Cash Equivalents
---------------------------

For the purposes of the statements of cash flows, cash and cash
equivalents are defined as demand deposits at banks and certificates of
deposits with original current maturities less than three months.

8
<PAGE> 27
Global Web, Inc. and Subsidiary
Notes to the Consolidated Financial Statements

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment
----------------------

Property and equipment are recorded at cost. Repairs and maintenance
are charged to operations, and renewals and additions are capitalized.

Property and equipment consists of the following:

June 30, December 31,
1999 1998 1997
------------ ------------ --------------
Computer Equipment $ 83,330 $ 66,289 $ 32,584
Furniture & Office Equipment 30,152 30,152 19,190
------------ ------------ --------------
113,482 96,441 51,774
Less: Accumulated Depreciation (66,930) (43,430) (12,780)
------------ ------------ --------------
$ 46,552 $ 53,011 $ 38,994
============ ============ ==============

Depreciation is based on the estimated useful life of the asset either
on a straight line basis (Furniture & Office Equipment) or declining balance
basis (Computer Equipment). Computers are being depreciated over 3 years,
while furniture and office equipment are being depreciated over 5 years.

Depreciation expense for 1997 was $12,780. Depreciation expense for 1998
was $30,650. Depreciation expense for the six months 1999 was $23,500.

Inventory
---------

Inventory consists of printed marketing and seminar materials. Inventory
is stated at cost.

NOTE 2 - RELATED PARTY TRANSACTIONS

During 1997, the shareholders of the Company donated various pieces of
furniture and computer equipment for use in the business, The Equipment was
valued at cost or their market value, whichever was lower.

NOTE 3 - USE OF ESTIMATES IN THE 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 reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.

9
<PAGE> 28

Global Web, Inc. and Subsidiary
Notes to the Consolidated Financial Statements

NOTE 4 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following listing of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
"Disclosure About Fair Value of Financial Instruments", The carrying amounts
and fair value of the Company's financial instruments at December 31, 1998 and
1997 are as follows:

June 30, 1999 December 31, 1998 December 31, 1997
-------------------- ------------------- -----------------
Carrying Fair Carrying Fair Carrying Fair
Amounts Values Amounts Values Amounts Values
---------- --------- --------- --------- --------- --------
Cash and
Cash Equivalents $ 50,834 $ 50,834 $ 2,189 $ 2,189 $ 2,639 $ 2,639

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

Cash and Cash Equivalents
-------------------------

The carrying amounts reported on the balance sheet for cash and cash
equivalents approximate their fair value.

NOTE 5 - DEFERRED REVENUE

The Company provides internet services on a monthly prepaid basis.
Deferred revenue represents part of services that have been collected and
services to be provided for January 1998 and 1999 and July 1999, respectively.

NOTE 6 - CONTINGENCIES

In July 1998, Global Web, Inc. a Nevada corporation and a wholly owned
subsidiary of the Company, Brae Burbidge and Lee Burbidge were named as
defendants in an adversary proceeding complaint filed in a bankruptcy
proceeding of LaserVend, Inc. The litigation is in the federal bankruptcy
court in Utah and is captioned Gary E. Jubber v. Brae Burbidge et al. having
docket number Bankruptcy No. 97A-26878 and Adversary Proceeding No. 98PA-2239.
The action seeks to recover the value of an asset which it is claimed was
taken from LaserVend. Management believes the claims lack merit and intend to
vigorously defend the allegations. Even though the attorney representing the
Defendants believes that the defense of the litigation will be successful, no
assurance can be given that when the matters are adjudicated that the
defendants will not be found to have liability and have damages assessed
against them individually or collectively including the Company's wholly owned
subsidiary.

In April 1999, the Company in the state courts of Utah commenced an
action captioned Global Web, Inc. v. Home Business Solutions, Inc. and Joseph
Appleton seeking to enforce a contract between Global and Home and seeking
damages against Appleton for the appropriation of sensitive and confidential
information of Global Web. Home Business has filed a counterclaim seeking
damages from Global. Also, in April 1999, Global Web was named as a defendant
in an action captioned Hudson Printing Company v. Global Web, Inc. seeking
collection. Global believes that the litigation lacks merit, has filed a
counterclaim and intends to defend the matter vigorously.

10
<PAGE> 29

Global Web, Inc. and Subsidiary
Notes to the Consolidated Financial Statements

NOTE 7 - INTERIM FINANCIAL STATEMENTS

The consolidated financial statements for the six months ended June 30,
1999 were prepared from the books and records of the Company. Management
believes that all adjustments have been made to the financial statements to
make a fair presentation of the financial condition of the Company as of June
30, 1999. The results of the three months are not indicative of a full year
of operation for the Company.

<PAGE> 30

GLOBAL WEB, INC.

Financial Statements

March 31, 1999, December 31, 1998 and 1997

<PAGE> 31

INDEPENDENT AUDITOR'S REPORT

To the Stockholders of
Global Web, Inc.

We have audited the accompanying balance sheets of Global Web, Inc. as of
December 31, 1998 and 1997 and the related statements of operations,
stockholders' equity, and cash flows for the periods then ended. 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.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Web, Inc. as of
December 31,1998 and 1997 and the results of its operations and its cash flows
for the periods then ended in conformity with generally accepted accounting
principles.

The financial statements for the period ended March 31, 1999 was not audited
by us, and, accordingly we do not express an opinion or any other form of
assurance on them.

/s/ Orton & Company

Orton & Company
Salt Lake City, Utah
June 30, 1999

<PAGE> 32

Global Web, Inc.
Balance Sheets

ASSETS
-------

March 31, December 31,
1999 1998 1997
------------- ------------- -----------
CURRENT ASSETS (unaudited)

Cash $ 89,355 $ 2,189 $ 2,639
Accounts Receivable (Net of $0
allowance for Doubtful account) 150,675 16,744 -
Prepaid Expenses - 53,235 -
Inventory (Note 1) 7,836 7,836 -
------------- ------------- -----------
247,866 80,004 2,639

PROPERTY PLANT & EQUIPMENT (NOTE 1) 45,490 53,011 38,994
------------- ------------- -----------
TOTAL ASSETS $ 293,356 $ 133,015 $ 41,633
============= ============= ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES

Accounts payable &
accrued expenses $ 159,851 $ 14,872 $ 2,835
Taxes payable 14,367 10,117 6,116
Income taxes payable (Note 1) 10,126 8,726 -
Deferred revenue (Note 5) 15,486 11,346 17,421
------------- ------------- -----------
199,830 45,061 26,372
CONTINGENCIES (Note 6) - - -

STOCKHOLDERS' EQUITY

Preferred Stock 5,000,000 shares
authorized, $.001 par value,
0 shares outstanding - - -
Common Stock 45,000,000 shares
authorized at $.001 par value;
16,000,000 shares issued and
outstanding 16,000 16,000 16,000
Capital in Excess of Par Value 36,649 36,649 36,649
Retained (Deficit) Earnings 40,877 35,305 (37,388)
------------- ------------- -----------
Total Stockholders' Equity 93,526 87,954 15,261
------------- ------------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 293,356 $ 133,015 $ 41,633
============= ============= ===========

The accompanying notes are an integral part of these financial statements.

3
<PAGE> 33
Global Web, Inc.
Statement of Operations

For the Three For the For the Period
Months Ended Year Ended August 14, 1997
March 31, December 31, to December 31,
1999 1998 1997
-------------- ------------- ---------------
REVENUE (unaudited)

Internet & Seminar Services $ 615,871 $ 1,180,652 $ 110,190

EXPENSES

Selling, General &
Administrative 608,899 1,099,133 147,578
-------------- ------------- ---------------
Total Expenses 608,899 1,099,133 147,578
-------------- ------------- ---------------
NET INCOME (LOSS) - Before Taxes $ 6,972 $ 81,519 $ (37,388)

Taxes (Note 1) 1,400 8,826 -
-------------- ------------- ---------------
INCOME (LOSS) $ 5,572 $ 72,693 $ (37,388)
============== ============= ===============

The accompanying notes are an integral part of these financial statements.
4

<PAGE> 34

Global Web, Inc.
Statement of Stockholders' Equity
From August 14, 1997 (Inception)

Capital in
Common Common Excess of Retained
Shares Stock Par Value Deficit
------------- ---------- ------------ -------------
Balance, August 14, 1997 - $ - $ - $ -

Shares issued for cash
at $.001 per share 16,000,000 16,000 - -

Equipment contributed by
shareholders (Note 2) - - 36,649 -

Loss for the period - - - (37,388)
------------- ---------- ------------ -------------
Balance, December 31, 1997 16,000,000 $ 16,000 $ 36,649 $ (37,388)

Income for the period - - - 72,693
------------- ---------- ------------ -------------
Balance, December 31, 1998 16,000,000 16,000 36,649 35,305

Income for the period - - - 5,572
------------- ---------- ------------ -------------
Balance, March 31, 1999 16,000,000 $ 16,000 $ 36,649 $ 40,877
============= ========== ============ =============

The accompanying notes are an integral part of these financial statements.

5
<PAGE> 35

Global Web, Inc.
Statement of Cash Flows

For the For the For the Period
Quarter Ended Period Ended August 14, 1997
March 31, December 31, to December 31,
1999 1998 1997
-------------- ------------- ---------------
CASH FLOWS FROM (unaudited)
OPERATING ACTIVITIES
Net Income (Loss) $ 5,572 $ 72,693 $ (37,388)
Depreciation 10,500 30,650 12,780
Increase in Accounts Receivable (133,931) (16,744)
Increase in Accounts Payable 144,979 12,037 2,835
Increase in Taxes Payable 5,650 12,727 6,116
Increase in Deferred Revenue 4,140 (6,075) 17,421
Increase in Prepaid Expenses 53,235 (53,235) -
Increase in Inventory - (7,836) -
-------------- ------------- ---------------
90,145 44,217 1,764
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of Fixed Assets (2,979) (44,667) (15,125)
-------------- ------------- ---------------
(2,979) (44,667) (15,125)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common Stock
for Cash - - 16,000
-------------- ------------- ---------------
- - 16,000
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 87,166 (450) 2,639

CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD 2,189 2,639 -
-------------- ------------- ---------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 89,355 $ 2,189 $ 2,639
============== ============= ===============
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ - $ -
Income Taxes $ - $ 100 $ -

The accompanying notes are an integral part of these financial statements.

6
<PAGE> 36
Global Web, Inc.
Notes to the Financial Statements

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Global Web, Inc. (The Company) was created on August 14, 1997 in the state
of Utah. The Company is in the business of providing design, hosting, and
consultation services for web pages on the internet.

In October 1997, the Company created and merged with a Nevada subsidiary by
the same name. The Company now is a Nevada corporation with Utah operations.

The Nevada corporation was created with two classes of stock: 45,000,000
shares authorized of common stock and 5,000,000 shares of preferred stock,
each with $.001 par value. The preferred stock has the voting rights of one
thousand votes per share, but has no preferences or rights as to dividends,
redemptions, dissolutions, distributions, conversions, or exchanges.

Income Taxes
- ------------

The Company adopted Statement of Financial Standards No. 109 "Accounting
for Income taxes" in the fiscal year ended December 31, 1997.

The Company has cumulative net operating loss carryforwards of $37,388
at December 31, 1997. For 1997, the Company did not recognize a tax benefit
from the net operating loss that could offset future taxable income since the
history of the Company was so new and future profitability uncertain. For
1998, the Company has recognized the benefit of the 1997 net operating loss
carryforward in 1998 income. The effect of the 1997 net operating loss
carryforward on 1998 net income amounts to an increase of net income of
$5,813. The income tax expense without the net operating loss carryforward
that would be reported for the period ended December 31, 1998 would have been
$14,539 instead of $8,726.
7
<PAGE> 37

Global Web, Inc.
Notes to the Financial Statements

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents
- --------------------------

For the purposes of the statements of cash flows, cash and cash
equivalents are defined as demand deposits at banks and certificates of
deposits with maturities less than three months.

Property and Equipment
- ----------------------

Property and equipment are recorded at cost. Repairs and maintenance are
charged to operations, and renewals and additions are capitalized.

Property and equipment consists of the following:

March 31, December 31,
1999 1998 1997
------------- ------------ ------------
Computer Equipment $ 69,268 $ 66,289 $ 32,584
Furniture & Office Equipment 30,152 30,152 19,190
------------- ------------ ------------
99,420 96,441 $ 51,774
Less: Accumulated Depreciation (53,930) (43,430) (12,780)
------------- ------------ ------------
$ 45,930 $ 53,011 $ 38,994
============= ============ ============

Depreciation is based on the estimated useful life of the asset either on
a straight line basis (Furniture & Office Equipment) or declining balance
basis (Computer Equipment). Computers are being depreciated over 3 years,
while furniture and office equipment are being depreciated over 5 years.

Depreciation expense for 1997 was $12,780. Depreciation expense for 1998
was $30,650. Depreciation expense for the first quarter 1999 was $10,500.

Inventory
- ----------

Inventory consists of printed marketing and seminar materials. Inventory
is stated at cost.

NOTE 2 - RELATED PARTY TRANSACTIONS

NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

8
<PAGE> 38

Global Web, Inc.
Notes to the Financial Statements

NOTE 4 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following listing of the estimated fair value of financial instruments
is made in accordance with the requirements of SFAS No. 107, "Disclosure About
Fair Value of Financial Instruments", The carrying amounts and fair value of
the Company's financial instruments at March 31, 1999, December 31, 1998 and
1997 are as follows:

March 31, 1999 December 31, 1998 December 31, 1997
----------------- ----------------- -----------------
(unaudited)
Carrying Fair Carrying Fair Carrying Fair
Amounts Values Amounts Values Amounts Values
---------- -------- --------- --------- -------- ---------
Cash and
Cash Equivalents $ 89,355 $ 89,355 $ 2,189 $ 2,189 $ 2,639 $ 2,639

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

Cash and Cash Equivalents
- --------------------------

The carrying amounts reported on the balance sheet for cash and cash
equivalents approximate their fair value.

NOTE 5 - DEFERRED REVENUE

NOTE 6 - CONTINGENCIES

Global Web, Inc.
Notes to the Financial Statements

NOTE 6 - CONTINGENCIES (continued)

Also, in April 1999, Global Web was named as a defendant in an action
captioned Hudson Printing Company v. Global Web, Inc. seeking collection.
Global believes that the litigation lacks merit, has filed a counterclaim and
intends to defend the matter vigorously.

NOTE 7 - INTERIM UNAUDITED FINANCIAL STATEMENTS

The unaudited financial statements for the three months ended March 31, 1999
were prepared from the books and records of the Company. Management believes
that all adjustments have been made to the financial statements to make a fair
presentation of the financial condition of the Company as of March 31, 1999.
The results of the three months are not indicative of a full year of operation
for the Company.
10
<PAGE> 40

GLOBAL WEB, INC.

Proforma Consolidated Financial Statements

March 31, 1999, December 31, 1998 and 1997

<PAGE> 41

To the Shareholders of
Global Web, Inc. and Subsidiary

We have compiled the accompanying proforma consolidated financial statements
of Global Web, Inc. and subsidiary for the periods ended March 31,1999,
December 31, 1998 and 1997.

The accompanying presentation and this report were prepared for Management and
stockholders of Global Web, Inc. and should not be used for any other purpose.

A compilation is limited to presenting in the form of pro forma data
information that is the representation of management and does not include
evaluation of the support for the assumptions underlying the pro forma
transactions. We have not examined the accompanying pro forma information,
and, accordingly, do not express an opinion or any other form or assurance of
it.

/s/ Orton & Company

Orton & Company
Salt Lake City, Utah
June 17, 1999

<PAGE> 42

Global Web, Inc. and Subsidiary
Proforma Consolidated Balance Sheets

ASSETS
------

March 31, December 31,
1999 1998 1997
-------------- --------------- -------------
CURRENT ASSETS

Cash $ 89,355 $ 2,189 $ 2,639
Accounts Receivable
(Net of $0 and $0 allowance
for Doubtful account) 150,675 16,744 -
Prepaid Expenses - 53,235 -
Inventory (Note 1) 7,836 7,836 -
-------------- --------------- -------------
247,866 80,004 2,639

PROPERTY PLANT & EQUIPMENT (NOTE 1) 45,490 53,011 38,994
-------------- --------------- -------------
TOTAL ASSETS $ 293,356 $ 133,015 $ 41,633
============== =============== =============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES

Accounts payable & accrued
expenses $ 159,951 $ 14,972 $ 2,835
Taxes payable 14,367 10,117 6,986
Income taxes payable (Note 1) 10,126 8,726 -
Deferred revenue (Note 5) 15,486 11,346 17,421
-------------- --------------- -------------
199,930 45,161 27,242
CONTINGENCIES (Note 6) - - -

STOCKHOLDERS' EQUITY

Preferred Stock 5,000,000 shares
authorized, $.001 par value,
0 shares outstanding - - -
Common Stock 90,000,000 shares
authorized at $.001 par value;
8,564,500 shares issued and
outstanding 8,565 8,565 8,565
Capital in Excess of Par Value 284,981 284,981 284,111
Retained (Deficit) Earnings (200,120) (205,692) (278,285)
-------------- --------------- -------------
Total Stockholders' Equity 93,426 87,854 14,391
-------------- --------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 293,356 $ 133,015 $ 41,633
============== =============== =============

See summary of significant assumptions and accounting policies
and accountant's report

3
<PAGE> 43

Global Web, Inc. and Subsidiary
Proforma Consolidated Statements of Operations

For the Three For the For the
Months Ended Year Ended Year Ended
March 31, December 31, December 31,
1999 1998 1997
-------------- --------------- -------------
REVENUE

Internet & Seminar Services $ 615,871 $ 1,180,652 $ 110,190

EXPENSES

Selling, General &
Administrative 608,899 1,099,133 147,623
-------------- --------------- -------------
NET INCOME (LOSS)-Before Taxes $ 6,972 $ 81,519 $ (37,433)

Taxes (Note 1) 1,400 8,926 100
-------------- --------------- -------------
INCOME (LOSS) $ 5,572 $ 72,593 $ (37,533)
============== =============== =============
Income (Loss) Per Share $ - $ .01 $ -
============== =============== =============
Average Outstanding Shares 8,564,500 8,564,500 8,564,500
============== =============== =============

See summary of significant assumptions and accounting policies
and accountant's report.

4
<PAGE> 44
Global Web, Inc. and Subsidiary
Proforma Consolidated Statements of Stockholders' Equity
From January 1, 1997 through March 31, 1999
<TABLE>
<CAPTION>
Capital in
Common Common Excess of Retained
Shares Stock Par Value Deficit
------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Balance, January 1, 1997 8,564,500 $ 8,565 $ 284,111 $ (240,752)

Loss for the period - - - (37,533)
------------- ------------ ------------- -------------
Balance, December 31, 1997 8,564,500 8,565 284,111 (278,285)

Expenses Paid for by major
shareholder (Note 3) - - 870 -

Income for the period - - - 72,593
------------- ------------ ------------- -------------
Balance, December 31, 1998 8,564,500 8,565 284,981 (205,692)

Income for the period - - - 5,572
------------- ------------ ------------- -------------
Balance, March 31, 1999 8,564,500 $ 8,565 $ 284,981 $ (200,120)
============= ============ ============= =============
See summary of significant assumptions and accounting policies
and accountant's report

5
</TABLE>
<PAGE> 45

Global Web, Inc. and Subsidiary
Proforma Consolidated Statements of Cash Flows

For the Quarter For the Year For the Year
Ended Ended Ended
March 31, December 31, December 31,
1999 1998 1997
------------- ------------- ------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ 5,572 $ 72,593 $ (37,533)
Depreciation 10,500 30,650 12,780
Increase in Accounts Receivable (133,931) (16,744)
Increase in Accounts Payable 144,979 12,037 2,835
Increase in Taxes Payable 5,650 11,957 6,261
Increase in Deferred Revenue 4,140 (6,075) 17,421
Increase in Prepaid Expenses 53,235 (53,235) -
Increase in Inventory - (7,836) -
Expenses Paid by Shareholder - 870 -
------------- ------------- ------------
90,145 44,217 1,764
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of Fixed Assets (2,979) (44,667) (15,125)
------------- ------------- ------------
(2,979) (44,667) (15,125)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common Stock for Cash - - 16,000
------------- ------------- ------------
- - 16,000
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 87,166 (450) 2,639

CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD 2,189 2,639 -
------------- ------------- ------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 89,355 $ 2,189 $ 2,639
============= ============= ============
CASH PAID DURING THE PERIOD FOR:
Interest $ - $ - $ -
Income Taxes $ - $ 970 $ -

See summary of significant assumptions and accounting policies
and accountant's report.
6
<PAGE> 46
Global Web, Inc. and Subsidiary
Notes to the Proforma Consolidated Financial Statements

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In October 1997, Global Web, Inc.-Subsidiary created and merged with a
Nevada subsidiary by the same name. Global Web, Inc.-Subsidiary now is a
Nevada corporation with Utah operations.

At the time of the acquisition the Company (Global Web, Inc-Parent)
changed its name to Global Web, Inc. and did a reverse stock split of 1 for
100 shares. After the reverse split was affected, Global Web, Inc.-Parent
issued 8,000,000 shares of common stock for all of the outstanding stock of
Global Web, Inc.-Subsidiary. The consolidated proforma financial statements
for 1997 and 1998 were presented with the reverse stock split and the issuance
of the 8,000,000 shares to give the effect as if the transaction had occurred
prior to the actual 1999 transaction date; hence, the financial statements are
presented as "proforma" financial information as if the two companies were
operating together for 1997, 1998 and 1999.

Together the two companies (Parent and Subsidiary) are combined into
Global Web, Inc , a consolidated group of corporations known in this report as
the Company. The accounting for the acquisition of all the stock of Global
Web, Inc. (Nevada) is treated as a "reverse acquisition" whereby the control
parties of the acquired corporations (Global Web, Inc. (Nevada)) take control
of the parent corporation (Global Web, Inc. (Utah)). The financial statements
at March 31, 1999, December 31, 1998 and 1997 presented herein is the
historical cost data from the two corporations are combined into one, similar
to a "pooling of interest method of accounting". At the time of the name
change, Global Web, Inc-Parent also affected a change in the capital
structure. The capitalization of the Company was changed to common stock
authorized 90,000,000 shares, $.001 par value and preferred stock authorized
5,000,000 shares, $.001 par value.

<PAGE> 47

Global Web, Inc. and Subsidiary
Notes to the Proforma Consolidated Financial Statements

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income (Loss) Per Share
------------------------
The computation of income (loss) per share of common stock is based on
the weighted average number of shares outstanding during the period.

Income Taxes
-------------
The Company adopted Statement of Financial Standards No. 109
"Accounting for Income taxes" in the fiscal year ended December 31, 1997.

The Company (Parent) has cumulative net operating loss carryforwards of
approximately $160,000 at December 31, 1998. No effect has been shown in the
financial statements for the net operating loss carryforwards as the
likelihood of future tax benefit from such net operating loss carryfowards is
not presently determinable. Accordingly, the potential tax benefits of the
net operating loss carryforwards have been offset by valuation reserves of the
same amount. Accrued income taxes at December 31, 1998 are estimated for the
subsidiary operation.

The Company has available $160,000 in net operating loss carryforwards
that will begin to expire in the year 2000. The Company has accrued an
estimated $1,400 federal and state income taxes for the first quarter 1999.
The taxes accrued from the subsidiary is not offset by any net operating loss
carryforward from the parent since such carryforwards are limited and may not
be available to offset any future profits of the subsidiary.

Cash and Cash Equivalents
--------------------------
For the purposes of the statements of cash flows, cash and cash
equivalents are defined as demand deposits at banks and certificates of
deposits with maturities less than three months.

8
<PAGE> 48
Global Web, Inc. and Subsidiary
Notes to the Proforma Consolidated Financial Statements

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and Equipment
----------------------

Property and equipment are recorded at cost. Repairs and maintenance
are charged to operations, and renewals and additions are capitalized.

Property and equipment consists of the following:

March 31, December 31,
1999 1998 1997
------------ ----------- -----------
Computer Equipment $ 69,268 $ 66,289 $ 32,584
Furniture & Office Equipment 30,152 30,152 19,190
------------ ----------- -----------
99,420 96,441 51,774
Less: Accumulated Depreciation (53,930) (43,430) (12,780)
------------ ----------- -----------
$ 45,930 $ 53,011 $ 38,994
============ =========== ===========

Depreciation expense for 1997 was $12,780. Depreciation expense for 1998
was $30,650. Depreciation expense for the first quarter 1999 was $10,500.

Inventory
---------

Inventory consists of printed marketing and seminar materials. Inventory
is stated at cost.

NOTE 2 - RELATED PARTY TRANSACTIONS

NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

9
<PAGE> 49
Global Web, Inc. and Subsidiary
Notes to the Proforma Consolidated Financial Statements

NOTE 4 - FAIR VALUES OF FINANCIAL INSTRUMENTS

March 31, 1999 December 31, 1998 December 31, 1997
---------------- ------------------ ------------------
Carrying Fair Carrying Fair Carrying Fair
Amounts Values Amounts Values Amounts Values
-------- -------- -------- -------- -------- --------
Cash and
Cash Equivalents $ 89,355 $ 89,355 $ 2,189 $ 2,189 $ 2,639 $ 2,639

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

Cash and Cash Equivalents
- ----------------------------

The carrying amounts reported on the balance sheet for cash and cash
equivalents approximate their fair value.

NOTE 5 - DEFERRED REVENUE

NOTE 6 - CONTINGENCIES

10
<PAGE> 50

Supplementary Schedules

Proforma Consolidated Financial Statements

For the Period Ended March 31, 1999, December 31, 1998 and 1997

11
<PAGE> 51

Global Web, Inc. and Subsidiary
Proforma Consolidated Balance Sheets
March 31, 1999

<TABLE>
<CAPTION>
Global Web Global Web Inc.
Inc. Subsidiary Adjustments Total
------------- -------------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Cash and short term deposits $ - $ 89,355 $ - $ 89,355
Prepaid expenses and other
current assets 52,649 158,511 (52,649) 158,511
------------- -------------- ----------- -----------
Total 52,649 247,866 (52,649) 247,866

CAPITAL ASSETS - 45,490 - 45,490
------------- -------------- ----------- -----------
Total $ 52,649 $ 293,356 $ (52,649) $ 293,356
============= ============== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and
accruals $ 100 $ 159,851 $ - $ 159,951
Taxes payable - 24,493 - 24,493
Deferred revenue - 15,486 - 15,486
------------- -------------- ----------- -----------
Total 100 199,830 - 199,930

STOCKHOLDERS' EQUITY
Preferred stock - - - -
Common stock 8,565 16,000 (16,000) 8,565
Additional paid-in capital 284,981 36,649 (36,649) 284,981
Retained (deficit) (240,997) 40,877 - (200,120)
------------- -------------- ----------- -----------
Total $ 52,649 $ 293,356 $ (52,649) $ 293,356
============= ============== =========== ===========

12
</TABLE>
<PAGE> 52
Global Web, Inc. and Subsidiary
Proforma Consolidated Balance Sheets
December 31, 1998

<TABLE>
<CAPTION>
Global Web Global Web Inc.
Inc. Subsidiary Adjustments Total
------------- -------------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Cash and short term deposits $ - $ 2,189 $ - $ 2,189
Prepaid expenses and other
current assets - 77,815 - 77,815
------------- -------------- ----------- -----------
Total - 80,004 - 80,004

CAPITAL ASSETS - 53,011 - 53,011
------------- -------------- ----------- -----------
Total $ - $ 133,015 $ - $ 133,015
============= ============== =========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and
accruals $ 100 $ 14,872 $ - $ 14,972
Taxes payable - 18,843 - 18,843
Deferred revenue - 11,346 - 11,346
------------- -------------- ----------- -----------
Total 100 45,061 - 45,161

STOCKHOLDERS' EQUITY
Preferred stock - - - -
Common stock 56,450 16,000 (63,885) 8,565
Additional paid-in capital 184,447 36,649 63,885 284,981
Retained (deficit) (240,997) 35,305 - (205,692)
------------- -------------- ----------- -----------
Total $ - $ 133,015 $ - $ 133,015
============= ============== =========== ===========

13
</TABLE>
<PAGE> 53

Global Web, Inc. and Subsidiary
Proforma Consolidated Balance Sheets
December 31, 1997
<TABLE>
<CAPTION>
Global Web Global Web Inc.
Inc. Subsidiary Adjustments Total
------------- -------------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS:
Cash and short term deposits $ - $ 2,639 $ - $ 2,639
Prepaid expenses and other
current assets - - - -
------------- -------------- ----------- -----------
Total - 2,639 - 2,639

CAPITAL ASSETS - 38,994 - 38,994
------------- -------------- ----------- -----------
Total $ - $ 41,633 $ - $ 41,633
============= ============== =========== ===========

LIABILITIES AND
STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and
accruals $ - $ 2,835 $ - $ 2,835
Taxes payable 870 6,116 - 6,986
Deferred revenue - 17,421 - 17,421
------------- -------------- ----------- -----------
Total 870 26,372 - 27,242
STOCKHOLDERS' EQUITY
Preferred stock - - - -

Common stock 56,450 16,000 (63,885) 8,565
Additional paid-in capital 183,577 36,649 63,885 284,111
Retained (deficit) (240,897) (37,388) - (278,285)
------------- -------------- ----------- -----------
Total $ - $ 41,633 $ - $ 41,633
============= ============== =========== ===========

14
</TABLE>
<PAGE> 54

Global Web, Inc. and Subsidiary
Proforma Consolidated Statements of Operations
For the Quarter Ended March 31, 1999

<TABLE>
<CAPTION>
Global Web Global Web Inc.
Inc. Subsidiary Adjustments Total
------------- -------------- ----------- -----------
<S> <C> <C> <C> <C>
INCOME $ - $ 615,871 $ - $ 615,871

EXPENSES
Selling, Administrative
and General - 608,899 - 608,899
------------- -------------- ----------- -----------
Net Income (Loss) Before
Taxes - 6,972 - 6,972

Taxes - 1,400 - 1,400
------------- -------------- ----------- -----------
Net (Loss) Income $ - $ 5,572 $ - $ 5,572
============= ============== =========== ===========

15
</TABLE>
<PAGE> 55

Global Web, Inc. and Subsidiary
Proforma Consolidated Statements of Operations
For the Year Ended December 31, 1998
<TABLE>
<CAPTION>
Global Web Global Web Inc.
Inc. Subsidiary Adjustments Total
------------- -------------- ----------- -----------
<S> <C> <C> <C> <C>
INCOME $ - $ 1,180,652 $ - $1,180,652

EXPENSES
Selling, Administrative
and General - 1,099,133 - 1,099,133
------------- -------------- ----------- -----------
Net Income (Loss) Before
Taxes - 81,519 - 81,519

Taxes 100 8,826 - 8,926
------------- -------------- ----------- -----------
Net (Loss) Income $ (100) $ 72,693 $ - $ 72,593
============= ============== =========== ===========
16

</TABLE>
<PAGE> 56

Global Web, Inc. and Subsidiary
Proforma Consolidated Statements of Operations
For the Year Ended December 31, 1997
<TABLE>
<CAPTION>
Global Web Global Web Inc.
Inc. Subsidiary Adjustments Total
------------- -------------- ----------- -----------
<S> <C> <C> <C> <C>
INCOME $ - $ 110,190 $ - $ 110,190

EXPENSES
Selling, Administrative
and General 45 147,578 - 147,623
------------- -------------- ----------- -----------
Net Income (Loss) Before
Taxes (45) (37,388) - (37,433)

Taxes 100 - - 100
------------- -------------- ----------- -----------
Net (Loss) Income $ (145) $ (37,388) $ - $ (37,533)
============= ============== =========== ===========
17
</TABLE>
<PAGE> 57
Global Web, Inc. and Subsidiary
Proforma Consolidated Financial Statements
Statement of Assumptions

1 - Basis of Presentation

The purpose of the presentation of the proforma consolidated financial
statements of Global Web, Inc. (a Utah Corporation) is to show the financial
position and results of operations as if the two corporations, Global Web,
Inc. (a Utah Corporation) and Global Web, Inc. (a Nevada Corporation) were
combined as one entity for the period for the two years 1998 and 1997 and for
the first quarter 1999.

Separate columns are used to show the financial position and results or
operations of each company separately, adjustments, if any between the two
companies, and the resulting totals from both companies.

Global Web, Inc. (Utah) acquired all of the outstanding stock of Global Web,
Inc. (Nevada) as of March 9, 1999. The end result being that of Global Web,
Inc. (Utah) as a parent corporation, with Global Web, Inc. (Nevada) being its
wholly owned subsidiary.

This transaction was accounted for as a "pooling of interest" method for the
business combination.
18
<PAGE> 58

GLOBAL WEB, INC.

Financial Statements

December 31, 1998

<PAGE> 59

INDEPENDENT AUDITOR'S REPORT

To the Stockholders of
Global Web, Inc.

We have audited the accompanying balance sheet of Global Web, Inc. as of
December 31, 1998 and 1997 and the related statement of operations,
stockholders' equity, and cash flows for the periods then ended. 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.

/s/ Orton & Company

Orton & Company
Salt Lake City, Utah
February 13, 1999

<PAGE> 60

Global Web, Inc.
Balance Sheets

ASSETS
-------
December 31,
1998 1997
--------------- --------------
CURRENT ASSETS

Cash $ 2,189 $ 2,639
Accounts Receivable (Net of $0 allowance
for Doubtful account) 16,744 -
Prepaid Expenses 53,235 -
Inventory (Note 1) 7,836 -
--------------- -------------
80,004 2,639

PROPERTY PLANT & EQUIPMENT (NOTE 1) 53,011 38,994
--------------- --------------
TOTAL ASSETS $ 133,015 $ 41,633
=============== ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------
CURRENT LIABILITIES

Accounts payable & accrued expenses $ 14,872 $ 2,835
Taxes payable 10,117 6,116
Income taxes payable (Note 1) 8,726 -
Deferred revenue (Note 5) 11,346 17,421
--------------- --------------
45,061 26,372

CONTINGENCIES (Note 6) - -

STOCKHOLDERS' EQUITY

Preferred Stock 5,000,000 shares
authorized, $.001 par value,
0 shares outstanding - -
Common Stock 45,000,000 shares
authorized at $.001 par value;
16,000,000 shares issued and
outstanding 16,000 16,000
Capital in Excess of Par Value 36,649 36,649
Retained (Deficit) Earnings 35,305 (37,388)
--------------- --------------
Total Stockholders' Equity 87,954 15,261
--------------- --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 133,015 $ 41,633
=============== ==============

The accompanying notes are an integral part of these financial statements.

3
<PAGE> 61

Global Web, Inc.
Statement of Operations

For the For the Period
Year Ended August 14, 1997
December 31, to December 31,
1998 1997
--------------- --------------
REVENUE

Internet & Seminar Services $ 1,180,652 $ 110,190

EXPENSES

Selling, General & Administrative 1,099,133 147,578
--------------- --------------
Total Expenses 1,099,133 147,578
--------------- --------------
NET INCOME (LOSS) - Before Taxes $ 81,519 $ (37,388)

Taxes (Note 1) 8,826 -
--------------- --------------
INCOME (LOSS) $ 72,693 $ (37,388)
=============== ==============

The accompanying notes are an integral part of these financial statements.
4
<PAGE> 62

Global Web, Inc.
Statement of Stockholders' Equity
From August 14, 1997 (Inception)
through December 31, 1998
<TABLE>
<CAPTION>
Capital in
Common Common Excess of Retained
Shares Stock Par Value Deficit
------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Balance, August 14, 1997 - $ - $ - $ -

Shares issued for cash
at $.001 per share 16,000,000 16,000 - -

Equipment contributed by
shareholders (Note 2) - - 36,649 -

Loss for the period - - - (37,388)
------------- ------------ ------------- -------------
Balance, December 31, 1997 16,000,000 $ 16,000 $ 36,649 $ (37,388)

Income for the period - - - 72,693
------------- ------------ ------------- -------------
Balance, December 31, 1998 16,000,000 $ 16,000 $ 36,649 $ 35,305
============= ============ ============= =============

The accompanying notes are an integral part of these financial statements.
5
</TABLE>
<PAGE> 63

Global Web, Inc.
Statement of Cash Flows

For the Period For the Period
Ended August 17, 1997 to
December 31, December 31,
1998 1997
--------------- ------------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ 72,693 $ (37,388)
Depreciation 30,650 12,780
Increase in Accounts Receivable (16,744)
Increase in Accounts Payable 12,037 2,835
Increase in Taxes Payable 12,727 6,116
Increase in Deferred Revenue (6,075) 17,421
Increase in Prepaid Expenses (53,235) -
Increase in Inventory (7,836) -
--------------- ------------------
44,217 1,764
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of Fixed Assets (44,667) (15,125)
--------------- ------------------
(44,667) (15,125)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common Stock for Cash - 16,000
--------------- ------------------
- 16,000
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (450) 2,639

CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD 2,639 -
--------------- ------------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 2,189 $ 2,639
=============== ==================

CASH PAID DURING THE PERIOD FOR:
Interest $ - $ -
Income Taxes $ 100 $ -

The accompanying notes are an integral part of these financial statements.

<PAGE> 64
Global Web, Inc.
Notes to the Financial Statements

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Global Web, Inc. (The Company) was created on August 14, 1997 in the
state of Utah. The Company is in the business of providing design, hosting,
and consultation services for web pages on the internet.

In October 1997, the Company created and merged with a Nevada
subsidiary by the same name. The Company now is a Nevada corporation with
Utah operations.

The Nevada corporation was created with two classes of stock:
45,000,000 shares authorized of common stock and 5,000,000 shares of preferred
stock, each with $.001 par value. The preferred stock has the voting rights
of one thousand votes per share, but has no preferences or rights as to
dividends, redemptions, dissolutions, distributions, conversions, or
exchanges.

Income Taxes
------------

The Company adopted Statement of Financial Standards No. 109
"Accounting for Income taxes" in the fiscal year ended December 31, 1997.

The Company has cumulative net operating loss carryforwards of
$37,388 at December 31, 1997. For 1997, the Company did not recognize a tax
benefit from the net operating loss that could offset future taxable income
since the history of the Company was so new and future profitability
uncertain. For 1998, the Company has recognized the benefit of the 1997 net
operating loss carryforward in 1998 income. The effect of the 1997 net
operating loss carryforward on 1998 net income amounts to an increase of net
income of $5,813. The income tax expense without the net operating loss
carryforward that would be reported for the period ended December 31, 1998
would have been $14,539 instead of $8,726.

7
<PAGE> 65

Global Web, Inc.
Notes to the Financial Statements

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents
-------------------------

For the purposes of the statements of cash flows, cash and cash
equivalents are defined as demand deposits at banks and certificates of
deposits with maturities less than three months.

Property and Equipment
----------------------

Property and equipment are recorded at cost. Repairs and maintenance
are charged to operations, and renewals and additions are capitalized.

Property and equipment consists of the following:

December 31,
1998 1997

Computer Equipment $ 66,289 $ 32,584
Furniture & Office Equipment 30,152 19,190
----------- ----------
96,441 $ 51,774
Less: Accumulated Depreciation (43,430) (12,780)
----------- ----------
$ 53,011 $ 38,994
=========== ==========

Depreciation expense for 1997 was $12,780. Depreciation expense for
1998 was $30,650.

Inventory
---------

Inventory consists of printed marketing and seminar materials.
Inventory is stated at cost.

NOTE 2 - RELATED PARTY TRANSACTIONS

NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

8
<PAGE> 66

Global Web, Inc.
Notes to the Financial Statements

NOTE 4 - FAIR VALUES OF FINANCIAL INSTRUMENTS

December 31, 1998 December 31, 1997
---------------------- ----------------------
Carrying Fair Carrying Fair
Amounts Values Amounts Values
------------- --------- ---------- ----------
Cash and Cash Equivalents $ 2,189 $ 2,189 $ 2,639 $ 2,639

The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments:

Cash and Cash Equivalents
-------------------------

The carrying amounts reported on the balance sheet for cash and cash
equivalents approximate their fair value.

NOTE 5 - DEFERRED REVENUE

NOTE 6 - CONTINGENCIES

EXHIBITS

No. Description

3(i) Articles of Incorporation
(ii) Amendments to Articles of Incorporation
(iii) Bylaws
10 Stock Purchase Agreement
27 Financial Data Summary

Signatures

In accordance with Section 12 of the Securities Exchange act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.

Global Web, Inc.
Date August 6, 1999.

By s/Brae Burbidge
------------------------
Brae Burbidge, President and Chief
Financial officer

Exhibit 3(i)

Approved by the Division of Corporations <Stamped: Received
and Commercial Code of the Utah State SEP -8 PM 2:45
Department of Business Regulation Division of Corporations
on the 6th day of Sept AD 1985 State of Utah
Corporate Documents Examiner /s/ BS. 116708>
Fees paid $ 50.00

ARTICLES OF INCORPORATION

BP 150, INC.

We, the undersigned, natural persons over the age of twenty-one (21)
years, acting as incorporators of a Corporation under the Utah Business
Corporation Act, adopt the following Articles of Incorporation for such
Corporation.

ARTICLE I
CORPORATE NAME

The name of the Corporation is BP 150, INC.

ARTICLE II
DURATION

The duration of the Corporation is perpetual.

ARTICLE III
GENERAL PURPOSES

The purposes for which this Corporation is organized are (1) to engage in
the acquisition of any type of assets and properties, (2) to acquire or merge
into an existing business, (3) to purchase, own, lease, manage, sell, operate,
invest in, develop and produce any and all real property, personal property,
mineral, oil and gas property and all matters related or ancillary thereto,
(4) to develop research, produce, distribute, market, and license products,
equipment, and services and all matters related or ancillary- thereto, (5) to
design, develop and manufacture scientific products, and (6) to do all things
and engage in all lawful transactions which a Corporation organized under the
laws of the State of Utah might do or engage in even though not expressly
stated herein.

ARTICLE IV
AUTHORIZED SHARES

The aggregate number of shares the Corporation shall have authority to
issue is one hundred million (100,000,000) shares with a par value of $0.001
per share. All stock of the Corporation shall be of the same class with the
same rights and preferences. Any stock of the Corporation which is fully paid
shall not be subject to further call or assessment for any purpose.

<PAGE>
ARTICLE V
COMMENCEMENT OF BUSINESS

The Corporation will not commence business until at east One Thousand and
no/100 Dollars ($1,000) in cash has been received by it as consideration for
the issuance of its shares.

ARTICLE VI
REGISTERED OFFICE AND AGENT

The post office address of the Corporation's initial registration office
is 420 East South Temple, No. 350, Salt Lake City Utah 84111.
The name of its initial registered agent at such address is Wallace T.
Boyack.

ARTICLE VII
ABOLISHMENT OF PRE-EMPTIVE RIGHTS

The authorized and treasury stock of this Corporation may be issued at
such time, upon such terms and conditions and for such consideration as the
Board of Directors shall determine. Any and all shareholders have no pre-
emptive rights to acquire unissued shares of the stock of this Corporation.

ARTICLE VIII
DIRECTORS

The number of directors constituting the initial Board of Directors of the
Corporation is three (3), and the names and addresses of the persons who are
to serve as Directors until the first annual meeting of the shareholders or
until their successors are elected and shall qualify, are:

Doug Hunt Larry Anderson
997 North 4500 West 4583 West Dundee
West Point, Utah 84105 Highland, Utah 84003

Roy Strong
5118 La Mancha Way
Taylorsville, Utah 84118

The number of Directors of the Corporation is at least three (3), but not
more than nine (9), as established by resolution of the Board of Directors.

<PAGE> -2-

ARTICLE IX
INCORPORATORS

The names and addresses of the incorporators are:

Merrill G. Hansen Dennis Wright
Suite 350, IBM Building Suite 350, IBM Building
420 East South Temple 420 East South Temple
Salt Lake City, Utah 84111 Salt Lake City, Utah 84111

Maureen Holbrook
Suite 350, IBM Building
420 East South Temple
Salt Lake City, Utah 84111

ARTICLE X
OFFICERS AND DIRECTORS CONTRACTS

No contract or other transaction between this Corporation and any other
corporation or other business entity shall be affected because a Director or
officer of this Corporation is interested in or is a Director or Officer of
such other corporation; and any Director or Officer, individually or jointly,
may be a party to or may be interested in any Corporation or transaction of
this Corporation or in which this Corporation is interested; and no contract
or other transaction of this Corporation with any person, firm or corporation
shall be affected because any Director or Officer of the Corporation is a
party to or is interested in such contract, act or transaction or any way
connected with such person, firm or corporation, and any person who may become
a Director or Officer of this Corporation is hereby relieved from liability
that might otherwise exist from contracting with the Corporation for the
benefit of himself or any firm, association or corporation in which he may be
in any way interested, provided said Director or Officer acts in good faith.

ARTICLE XI
EXEMPTION FROM CORPORATE DEBTS

The private property of the shareholders shall not be subject to the
payment of any Corporate debts to any extent whatsoever.

ARTICLE XII
CLASSES OF COMMON STOCK

There shall be only one (1) class of common stock.

<PAGE> -3-

DATED this 3rd day of September, 1985.

/s/ Dennis Wright
-------------------------
DENNIS WRIGHT

/s/ Maureen Holbrook
--------------------------------
MAUREEN HOLBROOK

/s/ Merrill G. Hansen
-----------------------------
MERRILL G. HANSEN

Subscribed and sworn to before me this 5th day of September, 1985,
appeared the foregoing incorporators.

Lauren Hansen
------------------------
Notary Public
Residing at Salt Lake County

My Commission Expires:

6/30/87
-----------
-4-

ACCEPTANCE of APPOINTMENT
AS REGISTERED AGENT

The undersigned hereby accepts serving as initial registered agent for BP
150, Inc., a Utah corporation, as provided in Article VI of the Articles of
Incorporation.

DATED this 5 day of September, 1985.
/s/ Wallace Boyack
-------------------

3(ii)

Approved by the Division of Corporations <Stamped: Received
and Commercial Code of the Utah State 1987 JUN 26 PM 3:54
Department of Business Regulation Division of Corporations
on the 26th day of June AD 1987 State of Utah
Corporate Documents Examiner /s/ BS.
Fees paid $ 35.00

ARTICLES OF AMENDMENT FOR
BP 150, INC.

Name of Corporation

The name of the corporation for which the articles of amendment are being
filed is BP 150, Inc., (also the "Corporation"). These articles of amendment
are filed pursuant to the Utah Code, Business Corporation Act, Section 16-10-
54 et seq.

AMENDMENTS

The following amendments to the Corporation's Articles of Incorporation
have been adopted:
ARTICLE I - NAME

The name of the Corporation is American Restaurant Management, Inc.

ARTICLE IV - STOCK

The aggregate number of shares which the Corporation shall have authority
to issue is two hundred and fifty million (250,000,000) shares with a par
value of $0.001 per share. All stock of the Corporation shall be of the same
class with the same rights and preferences. Any stock of the Corporation which
is fully paid shall not be subject to further call or assessment for any
purpose.

III

DATE OF ADOPTION AND RESULTS OF SHAREHOLDER VOTING

The amendments in paragraph II were adopted at the annual meeting of
shareholders held on June 26, 1987, a quorum of the shares being represented
at the meeting. On that date

<PAGE>

20,900,000 shares of common stock of the Corporation were issued and
outstanding and were entitled to vote. At the meeting 14,850,000 shares were
present and voting. The resolution approving the Amendment to Article I of the
Articles of Incorporation had the following vote: 14,850,000 shares for, NONE
shares against, NONE shares abstaining.

The resolution approving the Amendment to Article IV of the Articles of
Incorporation had the following vote: 14,850,000 shares for, NONE shares
against, and NONE shares abstaining.

DATED this 26th day of June, 1987.

BP 150, INC.

By: /s/ Roy D. Strong
- ------------------------
Roy Strong, President

By:/s/ Doug Hunt
- -----------------------
Doug Hunt, Secretary

-2-
<PAGE>

STATE OF UTAH )
:
COUNTY OF SALT LAKE )

The undersigned a Notary Public, hereby certifies that on the 26 day of
June, 1987, personally appeared before me Roy Strong and Doug Hunt, who are
known to be the president and secretary, respectively, of BP 150, Inc. and
that they signed this document as officers with full authority to execute
this document and that the statements contained herein are true. As witness, I
have set my hand and seal this 26 day of June, 1987.

/s/ Janeen Beagley
----------------------
NOTARY PUBLIC
My Commission Expires:
7/21/90 Residing at: Murray, UT

<PAGE>

<State of Utah
Department of Corporations
Division of Corporations and Commerical Code

I hereby certify that the foregoing has been filed
and approved the 8th day of March 1999
in the office of this Division and hereby issue
this Certificate thereof.

Examiner ____ Date 3/8/99
/s/ Lorana Riffo
Lorana Riffo
Division Director>

ARTICLES OF AMENDMENT FOR
AMERICAN RESTAURANT MANAGEMENT, INC.

I
NAME OF CORPORATION

The name of the corporation for which the Articles of Amendment are being
filed is American Restaurant Management, Inc. (also the "Corporation"). These
articles of amendment are filed pursuant to Utah Code, Revised Business
Corporation Act, Section 16-10a-1006.

II
REVERSE STOCK SPLIT (RECAPITALIZATION)

On February 25, 1999, a resolution providing for recapitalization in the form
of a reverse stock split on the basis of one hundred (100) shares for one (1)
share of common stock was approved by the vote of 39,935,000 shares of the
56,450,000 shares which shares comprise the total issued and outstanding
shares of common stock, par value of $.001 per share, of the Corporation
whereby upon the reverse split the 56,450,000 shares of common stock shall
become 564,500 shares of common stock, par value of $0.001 per share.

III
AMENDMENTS

Pursuant to proper corporate action the following amendments to the
Corporation's Articles of Incorporation were duly adopted:

RESOLVED THAT Article One of the Company's Articles of
Incorporation shall be amended to read as follows:

Article I

The name of the Corporation shall be Global Web, Inc.

FURTHER RESOLVED that Article Four of the Company's
Articles of Incorporation be amended to read as follows:

ARTICLE IV

The total number of shares of all classes of stock
which this Corporation shall have authority to issue
is 95,000,000 shares, consisting of 90,000,000 shares
of Common Stock, par value $ 0.001 per share, and
5,000,000 shares of Preferred Stock, par value
$0.001 per share.

A. COMMON STOCK. The shares of Common Stock
shall have no pre-emptive or preferential rights
of subscription concerning further issuance or
authorization of any securities of the Corporation.
Each share of Common Stock shall entitle the holder
thereof to one vote, in person or by proxy. The
holders of the Common Stock shall be entitled to
receive dividends if, as and when declared by the
Board of Directors.

The Common stock may be issued from time to time
in one or more series and shall have such other relative,
participant, optional or special rights, qualifications,
limitations or restrictions thereof as shall be stated and
expressed in the resolution or resolutions providing for
the issuance of such Common Stock from time to time
adopted by the Board of Directors pursuant to authority so
to adopt which is hereby vested in the Board of Directors.

B. PREFERRED STOCK. The Preferred Stock may be
issued from time to time in one or more series and (a) may
have such voting powers, full or limited, or may be
without voting powers; (b) may be subject to redemption
at such time or times and at such prices; (c) may be
entitled to receive dividends (which may be cumulative or
noncumulative) at such rate or rates, on such conditions,
and at such times, and payable in preference to, or in
such relation to, the dividends payable on any other
class or classes or series of stock; (d) may have such
rights upon the dissolution of, or upon any distribution
of the assets of, the Corporation; (e) may be made convertible
into, or exchangeable for, shares of any other class
or classes or of any other series of the same or any other
class or classes of stock of the Corporation, at such
price or prices or at such rates of exchange, and with
such adjustments and (f) shall have such other relative,
participating, optional or special rights, qualifications,
limitations or restrictions thereof, as shall hereafter
be stated and expressed in the resolution or resolutions
providing for the issuance of such Preferred Stock from
time to time adopted by the Board of Directors pursuant to
authority so to do which is hereby vested in the Board of
Directors.

At any time and from time to time when authorized by
resolution of the Board of Directors and without any
action by its shareholders, the Corporation may issue
or sell any shares of its stock of any Class or series,
whether out of the unissued shares thereof authorized by the
Certificate of Incorporation, as amended, or out of
shares of its stock acquired by it after the issue thereof,
and whether or not the shares thereof so issued or sold shall
confer upon the holders thereof the right to exchange or
convert such shares for or into other shares of stock of the
Corporation of any class or classes or any series thereof.
When similarly authorized, but without any action by its
shareholders, the Corporation may issue or grant rights,
warrants or options, in bearer or registered or such other
form as the Board of Directors may determine, for the
purchase of shares of the stock of any class or series of
the Corporation within such period of time, or without
limit as to time, of such aggregate number of shares, and
at such price per share, as the Board of Directors may
determine. Such rights, warrants or options may be issued or
granted separately or in connection with the issue of any
bonds, debentures, notes, obligations or other evidences
of indebtedness or shares of the stock of any class or
series of the Corporation and for such consideration and
on such terms and conditions as the Board of Directors,
in its sole discretion, may determine. In each case, the
consideration to be received by the Corporation for any
such shares so issued or sold shall be such as shall
be fixed from time to time by the Board of Directors.

DATE OF ADOPTION AND RESULTS OF SHAREHOLDER VOTING

The amendments in Paragraph III were adopted by shareholder action without a
meeting pursuant to Section 61-10a-704 of the Utah Code on or about February
25, 1999, to be consummated on March 8, 1999. On that date 56,450,000 shares
of common stock of the Corporation were issued and outstanding and were
entitled to vote. Approximately 39,9350,000 shares approved, ratified, and
adopted the resolutions pertaining to the Amendments to the Articles of
Incorporation and the recapitalization.

DATED this 6 day of March 1999.

AMERICAN RESTAURANT MANAGEMENT, INC.

S/Wallace Boyack
- ------------------------
Wallace Boyack, President

S/Joseph N. Cannon
- ------------------------
Joseph N. Cannon, Secretary

STATE OF UTAH )
) ss.
COUNTY OF SALT LAKE )

The undersigned, a Notary Public, hereby certifies that on the 6 day of
March 1999, personally appeared before me Wallace Boyack and Joseph N. Canon
who are known to be the president and secretary, respectively, American
Restaurant Management, Inc., and that they signed this document as officers
with full authority to execute this document and that the statements contained
here are true. As witness, I have set my hand and seal this 6 day of
March, 1999.

NOTARY PUBLIC

Exhibit 3(iii)

BY-LAWS

BP 150, INC.

ARTICLE I
OFFICE

Section 1.1 Office. The Corporation shall maintain such offices, within
or without the State of Utah, as the Board of Directors may designate. The
Board of Directors has the power to change the location of the principal
office.

ARTICLE II
SHAREHOLDERS' MEETING

Section 2.1 Annual Meetings. The annual meeting of the shareholders of
the Corporation shall be held at such place within or without the State of
Hawaii as shall be set forth in compliance with these By-Laws. The meeting
shall be held on the 4th Wednesday in September of each year beginning with
the year 1986 at 2:00 p.m. If such day is a legal holiday, the meeting shall
be on the next business day. This meeting shall be for the election of
directors and for the transaction of such other business as may properly come
before it.

Section 2.2 Special Meetings. Special meetings of shareholders, other
than those regulated by statute, may be called at any time by the President,
or a majority of the directors, and must be called by the President upon
written request of the holders of not less than ten percent (10%) of the
issued and outstanding shares entitled to vote at such special meeting.
Written notice of the special meeting stating place, date and hour of the
meeting, the purpose or purposes for which it is called, and the name of the
person by whom or at whose direction the meeting is called shall be given.
Notice shall be given to each shareholder of record in the same manner as
notice of the annual meeting. No business other than that specified in the
notice of meeting shall be transacted at any such special meeting.

Section 2.3 Notice of Shareholders' Meetings. The Secretary shall give
written notice stating place, date and hour of the meeting, and in the case of
a special meeting the purpose or purposes for which the meeting is called,
which notice shall be delivered not less than ten (10) nor more than fifty
(50) days before the day of the meeting, either personally or by mail, to each
shareholder of record entitled to vote at such meeting. if mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholders at his address as it appears on the books of the
Corporation, with postage thereon prepaid.

<PAGE>

Section 2.4 Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Hawaii, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate the place, either within or without the State of Hawaii,
as the place for the holding of such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the Corporation.

Section 2.5 Record Date. The Board of Directors may fix a date not less
than ten (10) nor more than fifty (50) days prior to any meeting as the record
date for the purpose of determining shareholders entitled to notice of and to
vote at such meetings of the shareholders. The transfer books may be closed by
the Board of Directors for a stated period not to exceed fifty (50) days for
the purpose of determining shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
purpose.

Section 2.6 Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At a meeting resumed after any such adjournment at which a quorum
shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally noticed. once a quorum is
established, shareholders present at a duly organized meeting may continue to
transact business until adjournment, even if shareholders withdraw their
shares in such number that less than a quorum remain.

Section 2.7 Voting. A holder of an outstanding share entitled to vote may
vote at a meeting in person or by proxy. Except as may otherwise be provided
in the Articles of Incorporation, every shareholder shall be entitled to one
(1) vote for each voting share standing in his name on the record of
shareholders. Except as herein or in the Articles of Incorporation otherwise
provided, all corporate action shall be determined by a majority of the votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.

Section 2.8 Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney in fact. Such proxy shall be filed with the secretary
of the Corporation before or at the time of the meeting. No proxy shall be
valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.

Section 2.9 Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any action which may be taken at a
meeting of the shareholders, may be

<PAGE>

taken without a meeting of a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.

ARTICLE III
BOARD OF DIRECTORS

Section 3.1 General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors. The Board of Directors shall have
power to make, modify, amend, or repeal the By-laws of the Corporation. The
Board of Directors may adopt rules, regulations and policies for the conduct
of their meetings and the management of the Corporation as they deem proper.

Section 3.2 Number, Tenure, and Qualifications. The number of directors
for the initial Board of Directors of the Corporation shall be three (3). Each
director shall hold office until the next annual meeting of shareholders and
until his successor shall have been elected and qualified. Directors need not
be residents of the State of Hawaii or shareholders of the Corporation. The
number of directors may be changed by a resolution adopted by the Board of
Directors. If the number of directors is increased, the additional
directorships may be filed in the same manner as a vacancy on the Board of
Directors is filed.

Section 3.3 Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than by this Bylaw, immediately following
after and at the same place as the annual meeting of shareholders. The Board
of Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than this resolution.

Section 3.4 Special Meetings. Special meetings of the Board of Directors
may be called by order of the Chairman of the Board, the President, or by one-
third (1/3) of the Directors. The Secretary shall give notice of the time,
place, and purpose or purposes of each special meeting by mailing the same at
least two (2) days before the meeting or by telephoning or telegraphing the
same at least one (1) day before the meeting to each Director.

Section 3.5 Quorum. A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, and adjourned, without further
notice. At any meeting at which every Director shall be present, even though
without any notice, any business may be transacted.

Section 3.6 Manner of Acting. At all meeting of the Board of Directors,
each Director shall have one (1) vote. The act of a majority present at a
meeting shall be the act of the Board of Directors, provided a quorum is
present. Any action required to be taken or which may be taken at a meeting of
the Directors may be taken without a meeting if a consent in writing setting
forth the

<PAGE>

action so taken shall be signed by all the Directors. At any meeting, at which
every Director shall be present, even though without notice, any business may
be transacted. The Directors may conduct a meeting by means of a conference
telephone or any similar communications equipment by which all persons
participating in the meeting can hear one another and such participation shall
constitute presence at a meeting.

Section 3.7 Vacancies. A vacancy in the Board of Directors shall be
deemed to exist in case of death, resignation or removal of any Directors, or
if the authorized number of Directors be increased, or if the shareholders
fail at any meeting of shareholders at which any Director is to be elected, to
elect the full authorized number to be elected at that meeting.

Section 3.8 Removals. Directors may be removed at any time, by a vote of
the shareholders holding a majority of the shares issued and outstanding and
entitled to vote. Such vacancy shall be filled by the Directors then in
office, though less than a quorum, to hold until the next annual meeting until
his successor is duly elected and qualified, except that any directorship to
be filled by reason of removal by the shareholders may be filled by election,
by the shareholders, at the meeting at which the Director is removed. No
reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.

Section 3.9 Resignations. A Director may resign at any time by delivering
written notification thereof to the President or Secretary of the Corporation.
Any resignation shall become effective upon its acceptance by the Board of
Directors; provided, however, that if the Board of Directors has not acted
thereon within ten (10) days from the date of its delivery, the resignation
shall upon the tenth (10th) day be deemed accepted.

Section 3.10 Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a Director who voted in favor of such action.

Section 3.11 Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No payment
shall preclude any Director from serving the Corporation in any other capacity
and receiving compensation therefore.

Section 3.12 Emergency Power. When, due to a national

<PAGE>

disaster or death, a majority of the Directors are incapacitated or otherwise
unable to attend meetings and function as Directors, the remaining members of
the Board of Directors shall have all the powers necessary to function as a
complete Board and, for the purpose of doing business and filling vacancies,
shall constitute a quorum until such times as all Directors can attend or
vacancies can be filled pursuant to these By-laws.

Section 3.13 Chairman. The Board of Directors may elect from its own
number a chairman of the Board, who shall preside at all meetings of the Board
of Directors, and shall perform such other duties as may be prescribed from
time to time by the Board of Directors.

Section 3.14 Informal Action by Directors. Any action required or
permitted to be taken at a meeting of the Directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the Directors entitled to vote with respect to the subject
matter thereof.

ARTICLE IV
OFFICERS

Section 4.1 Number. The officers of the Corporation shall be a President,
one (1) or more Vice-Presidents, a Secretary, and a Treasurer, each of whom
shall be elected by a majority of the Board of Directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed
by the Board of Directors. In its discretion, the Board of Directors may leave
unfilled for any such period as it may determine any office except those of
President and Secretary. Officers may or may not be Directors or shareholders
of the Corporation.

Section 4.2 Election and Term of Office. The officers of the Corporation
are to be elected by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of the shareholders. If the
election officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified or until
his death or until he shall resign or shall have been removed in the manner
hereinafter provided.

Section 4.3 Resignations. Any officer may resign at any time by delivering
a written resignation either to the President or to the Secretary. Unless
otherwise specified therein, such resignation shall take effect upon delivery.

Section 4.4 Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment, the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights. Any such removal
shall require a majority vote of the Board of Directors, exclusive of the

<PAGE>

officer in question if he is also a Director.

Section 4.5 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or if a new office shall
be created, may be filled by the Board of Directors for the unexpired portion
of the term.

Section 4.6 President. The President shall be the chief executive and
administrative officer of the Corporation. He shall preside at all meetings of
the shareholders and, in the absence of the Chairman of the Board, at meetings
of the Board of Directors. He shall exercise such duties as customarily
pertain to the office of President and shall have general and active
supervision over the property, business, and affairs of the Corporation and
over its several officers. He may appoint officers, agents, or employees other
than those appointed by the Board of Directors. He may sign, execute and
deliver in the name of the Corporation powers of attorney, contracts, bonds,
and other obligations and shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the By-Laws.

Section 4.7 Vice-President. The Vice-President shall have such powers and
perform such duties as may be assigned to them by the Board of Directors or
the President. In the absence or disability of the President, the Vice-
President designated by the Board or the President shall perform the duties
and exercise the powers of the President. In the event there is more than one
(1) Vice-President and the Board of Directors has not designated which Vice-
President is to act as President, then the Vice-President who was elected
first shall act as President. A Vice-President may sign and-execute contracts
and other obligations pertaining to the regular course of his duties.

Section 4.8 Secretary. The Secretary shall keep the minutes of all
meetings of the shareholders and of the Board of Directors and to the extent
ordered by the Board of Directors or the President, the minutes of meetings of
all committees. He shall cause notice to be given of meetings of shareholders,
of the Board of Directors, and of any committee appointed by the Board. He
shall have custody of the corporate seal and general charge of the records,
documents, and papers of the Corporation not pertaining to the performance of
the duties vested in other officers, which shall at all reasonable times be
open to the examination of any Director. he may sign or execute contracts with
the President or a Vice-President thereunto authorized in the name of the
Company and affix the seal of the Corporation thereto. He shall perform such
other duties as may be prescribed from time to time by the Board of Directors
or by the By-laws. He shall be sworn to the faithful discharge of his duties.
Assistant Secretaries shall assist the Secretary and shall keep and record
such minutes of meetings as shall be directed by the Board of Directors.

Section 4.9 Treasurer. The Treasurer shall have general custody of the
collection and disbursements of funds of the Corporation. He shall endorse on
behalf of the Corporation for

<PAGE>

collection checks, notes, and other obligations, and shall deposit the same to
the credit of the Corporation in such bank or banks or depositories as the
Board of Directors may designate. He may sign, with the President, or such
persons as may be designated for the purpose by the Board of Directors, all
bills of exchange or promissory notes of the Corporation. He shall enter or
cause to be entered regularly in the books of the Corporation full and
accurate accounts of all monies received and paid by him on account of the
Corporation; shall at all reasonable times exhibit his books and accounts to
any Director of the Corporation upon application at the office of the
Corporation during business hours; and, whenever required by the Board of
Directors or the President, shall render a statement of his accounts. He shall
perform such other duties as may be prescribed from time to time by the Board
of Directors or by the By-laws.

Section 4.10 General Manager. The Board of Directors may employ and
appoint a General Manager who may, or may not, be one of the officers or
Directors of the Corporation. If employed by the Board of Directors he shall
be the chief operating officer of the Corporation and, subject to the
directions of the Board of Directors, shall have general charge of the
business operations of the Corporation and general supervision over its
employees and agents. He shall have the exclusive management of the business
of the Corporation and of all of its dealings, but at all times subject of the
control of the Board of Directors. Subject to the approval of the Board of
Directors or the executive committee, he shall employ all employees of the
Corporation, or delegate such employment to subordinate officers, or such
division officers, or such division chiefs, and shall have authority to
discharge any person so employed. He shall make a report to the President and
directors quarterly, or more often if required to do so, setting forth the
results of the operations under his charge, together with suggestions looking
to the improvement and betterment of the condition of the Corporation, and to
perform such other duties as the Board of Directors shall require.

Section 4.11 Other Officers. Other officers shall perform such duties and
have such powers as may be assigned to them by the Board of Directors.

Section 4.12 Salaries. The salaries or other compensation of the officers
of the Corporation shall be fixed from time to time by the Board of Directors
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents. No officer shall be prevented from receiving any such
salary or compensation by reason of the fact that he is also a Director of the
Corporation.

Section 4.13 Surety Bonds. In case the Board of Directors shall so
require, any officer or agent of the Corporation shall execute to the
Corporation a bond in such sums and with surety or sureties as the Board of
Directors may direct, conditioned upon the

<PAGE>

faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, monies
or securities of the Corporation which may come into his hands.

ARTICLE V
COMMITTEES

Section 5.1 Executive Committee. The Board of Directors may appoint from
among its members an Executive Committee of not less than two (2) nor more
than seven (7) members, one (1) of whom shall be the President, and shall
designate one (1) ore more of its members as alternatives to serve as a member
or members. The Board of Directors reserves to itself alone the power to
declare dividends, issue stock, recommend to shareholders any action requiring
their approval, change the membership of any committee at any time, fill
vacancies therein, and discharge any committee either with or without cause at
any time. Subject to the foregoing limitations, the Executive Committee shall
possess and exercise all other powers of the Board of Directors during the
intervals between meetings.

Section 5.2 Other Committees. The Board of Directors may also appoint from
among its own members such other committees as the Board may determine, which
shall in each case consist of not less than two (2) Directors, and which shall
have such powers and duties as shall from time to time be prescribed by the
Board. The President shall be a member ex officio of each committee appointed
by the Board of Directors. A majority of the members of any committee may fix
its rules of procedure.

ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 6.1 Contracts. The Board of Directors may authorize any officer
or officers, agents or agent, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

Section 6.2 Loans. No loan or advances shall be contracted on behalf of
the Corporation, no negotiable paper or other evidence of its obligation under
any loan or advance shall be issued in its name, and no property of the
Corporation shall be mortgaged, pledged, hypothecated or transferred as
security for the payment of any loan, advance, indebtedness or liability of
the Corporation unless and except as authorized by the Board of Directors. Any
such authorization may be general or confined to specific instances.

Section 6.3 Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other

<PAGE>

depositories as the Board of Directors may select, or as may be selected by
any officer or agent authorized to do so by the Board of Directors.

Section 6.4 Checks and Drafts. All notes, drafts, acceptances, checks,
endorsements and evidence of indebtedness of the Corporation shall be signed
by such officer or officers or such agent or agents of the Corporation and in
such manner as the Board of Directors from time to time may determine.
Endorsements for deposit to the credit of the Corporation in any of its duly
authorized depositories shall be made in such manner as the Board of Directors
may from time to time determine.

Section 6.5 Bonds and Debentures. Every bond or debenture issued by the
Corporation shall be evidenced by an appropriate instrument which shall be
signed by the President or a Vice-President and by the Treasurer or by the
Secretary, and sealed with the seal of the Corporation. The seal may be
facsimile, engraved or printed. Where such bond or debenture is authenticated
with the manual signature of an authorized officer of the Corporation or other
Trustee designated by the indenture of trust or other agreement under which
such security is issued, the signature of any of the Corporation's officers
named thereon may be facsimile. In case any officer who signed, or whose
facsimile signature has been used on any such bond or debenture, shall cease
to be an officer of the Corporation for any reason before the same has been
delivered by the Corporation, such bond or debenture may nevertheless be
adopted by the Corporation and issued and delivered as though the person who
signed it or whose facsimile signature has been used thereon had not ceased to
be such officer.

ARTICLE VII
CAPITAL STOCK

Section 7.1 Certificate of Share. The shares of the Corporation shall be
represented by certificates prepared by the Board of Directors and signed by
the President or the Vice-President, and by the Secretary, or an Assistant
Secretary, and sealed with the seal of the Corporation or a facsimile. The
signatures of such officers upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or one of its employees. All certificates
for shares shall be consecutively numbered or otherwise identified. The name
and address of the person to whom shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate,
a new one may be issued therefore upon such terms and indemnity to the

<PAGE>

Corporation as the Board of Directors may prescribe.

Section 7.2 Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.

Section 7.3 Transfer Agent and Registrar. The Board of Directors shall
have power to appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class, and may
require that stock certificates shall be countersigned and registered by one
or more of such transfer agents and registrars.

Section 7.4 Lost or Destroyed Certificates. The Corporation may issue a
new certificate to replace any certificate theretofore issued by it alleged to
have been lost or destroyed. The board of Directors may require the owner of
such a certificate or his legal representatives to give the Corporation a bond
in such sum and with such sureties as the Board of Directors may direct to
indemnify the Corporation and its transfer agents and registrars, if any,
against claims that may be made on account of the issuance of such new
certificates. A new certificate may be issued without requiring any bond.

Section 7.5 Consideration for Shares. The capital stock of the
Corporation shall be issued for such consideration, but not less than the par
value thereof, as shall be fixed from time to time by the Board of Directors.
In the absence of fraud, the determination of the Board of Directors as to the
value of any property or services received in full or partial payment of
shares shall be conclusive.

Section 7.6 Registered Shareholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder
thereof in fact, and shall not be bound or obligated to recognize any
equitable or other claim to or on behalf of the Corporation, any and all the
rights and powers incident to the ownership of such stock at any such meeting,
and shall have power and authority to execute and deliver proxies and consents
on behalf of the Corporation in connection with the exercise by the
Corporation of the rights and powers incident to the ownership of such stock.
The Board of Directors, from time to time, may confer like powers upon any
other person or persons.

ARTICLE VIII
INDEMNIFICATION

Section 8.1 Indemnification. No officer or director shall be

<PAGE>

personally liable for any obligations arising out of any acts or conduct of
said officer or director performed for or on behalf of the Corporation. The
Corporation shall and does hereby indemnify and hold harmless each person and
his heirs and administrators who shall serve at any time hereafter as a
director or officer of the Corporation from and against any and all claims,
judgments and liabilities to which such persons shall become subject by reason
of his having heretofore or hereafter been a director of officer of the
Corporation, or by reason of any action alleged to have been heretofore or
hereafter taken or omitted to have been taken by him as such director or
officer, and shall reimburse each such person for all legal and other expenses
reasonably incurred by him in connection with any such claim or liability;
including power to defend such person from all suits as provided for under the
provisions of the Utah Business Corporation Act; provided, however, that no
such person shall be indemnified against, or be reimbursed for, any expense
incurred in connection with any claim or liability arising out of his own
negligence or willful misconduct. The rights accruing to any person under the
foregoing provisions of this section shall not exclude any other right to
which he may lawfully be entitled, nor shall anything herein contained
restrict the right of the Corporation to indemnify or reimburse such person in
any proper case, even though not specifically herein provided for. The
Corporation, its directors, officers, employees and agents shall be fully
protected in taking any action or making any payment or in refusing so to do
in reliance upon the advice of counsel.

Section 8.2 Other Indemnification. The indemnification herein provided
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any By-law, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.

Section 8.3 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer or
employee of the Corporation, or is or was serving at the request of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any capacity, or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify him against liability under the provisions of this Article VIII
or of subsection (o) of Section 16-10-4 of the Utah Business Corporation Act.

Section 8.4 Settlement by Corporation. The right of any person to be
indemnified shall be subject always to the right of the Corporation by its
Board of Directors, in lieu of such indemnity, to settle any such claim,
action, suit or proceeding at

<PAGE>

the expense of the Corporation by the payment of the amount of such settlement
and the costs and expenses incurred in connection therewith.

ARTICLE IX
WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or
director of the Corporation under the provisions of these ByLaws or under the
provisions of the Utah Business Corporation Act, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance at any meeting shall constitute a waiver of notice of
such meetings, except where attendance is for the express purpose of objecting
to the legality of that meeting.

ARTICLE X
AMENDMENTS

These By-laws may be altered, amended, repealed, or added to by the
affirmative vote of the holders of a majority of the shares entitled to vote
in the election of any director at an annual meeting or at a special meeting
called for that purpose, provided that a written notice shall have been sent
to each shareholder of record entitled to vote at such meetings at least ten
(10) days before the date of such annual or special meeting, which notice
shall state the alterations, amendments, additions, or changes which are
proposed to be made in such By-laws. Only such changes shall be made as have
been specified in the notice. The By-laws may also be altered, amended,
repealed, or new By-laws adopted by a majority of the entire Board of
Directors at any regular or special meeting. Any By-laws adopted by the Board
may be altered, amended, or repealed by a majority of the shareholders
entitled to vote.

ARTICLE XI
FISCAL YEAR

The fiscal year of the Corporation shall be fixed and may be varied by
resolution of the Board of Directors.

ARTICLE XII
DIVIDENDS

The Board of Directors may at any regular or special meeting, as they deem
advisable, declare dividends payable out of the surplus of the Corporation.

ARTICLE XIII
CORPORATE SEAL
<PAGE>

The seal of the Corporation shall be in the form of a circle and shall
bear the name of the Corporation and the year of incorporation.

ARTICLE XI
RIGHTS AND POWERS

The Corporation, Board, Officers, and Shareholders shall have the rights
and powers provided for in law whether or not specifically provided for in the
By-laws.
Adopted by resolution of the Board of Directors on the 9th day of
September, 1985.

s/ Doug Hunt
Secretary

Exhibit 10

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT made this 25 day of February, 1999, by
and between Lee Burbidge, Brae Burbidge, Bret Burbidge, and Wallace Boyack,
who are Shareholders of GLOBAL WEB, INC, (hereinafter "Shareholders") and
GLOBAL WEB, INC., (hereinafter "Global"), a Nevada corporation, and AMERICAN
RESTAURANT MANAGEMENT, INC., a Utah corporation, (hereinafter "American".)

WITNESSETH:

WHEREAS, the Shareholders own 16,000,000 shares of common stock of
Global of the 16,000,000 shares issued and outstanding;

WHEREAS, the authorized common stock of American consists of 250,000,000
shares of common stock, par value of $0.001 per share, of which 56,450,000
shares are issued and outstanding; and

WHEREAS, American and the Shareholders and Global agree that it would be
to their mutual benefit for American to purchase from the Shareholders all of
the issued and outstanding shares of common stock of Global and thereby Global
would become a wholly-owned subsidiary of American and American will issue to
Shareholders a total of 8,000,000 shares of its common stock for all the
issued and outstanding shares of Global common stock at an exchange ratio of
.50 shares of American common stock for one share of Global, which shares of
American shall be issued after the reverse split of the American issued and
outstanding shares of common stock (recapitalization) on the basis of one
hundred to one.

NOW THEREFORE, in consideration of the promises and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:

1. (REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS AND GLOBAL).
Shareholders and Global, jointly and severally, hereby represent and warrant
as follows:

(a) Shareholders own as of the date hereof, and as of the Closing
Date hereinafter provided will own, free and clear of all liens, charges and
encumbrances, 16,000,000 shares of common stock of Global, par value of $.001
per share, which is all of the issued and outstanding shares of common stock
of Global. The Shareholders of Global and their respective holdings are set
forth on Exhibit A.

(b) Global has audited financial statements as of December 31,
1998, and 1997, which have been prepared in accordance with generally accepted
accounting principles. Representatives of American have had the opportunity
to review the financial statements. There are no obligations, liabilities, or
commitments, contingent or otherwise, of a material nature which have not been
disclosed on audited financial statements of Global provided to American.

(c) Global is a corporation duly organized and validly existing and
in good standing under the laws of the State of Nevada, has all corporate
power necessary to engage in the business in which it is presently engaged;
and has authorized capital consisting of 45,000,000 shares of common stock,
par value of $.001 per share, and 5,000,000 shares of preferred stock, par
value of $.001 per share, of which shares only 16,000,000 shares of common
stock are issued and outstanding. The shares of common stock outstanding are
fully paid and nonassessable. Global has no shares of preferred stock issued
and outstanding.

(d) None of the Shareholders nor Global Web is a defendant, or a
plaintiff against whom a counterclaim has been asserted, in any litigation,
pending or threatened, except as disclosed on Exhibit B and no material claim,
which claim is in excess of $1,000, has been made or asserted against any
Shareholder or Global pertaining to violations of any federal or state
securities laws and Global except as disclosed on Exhibit B. There are no
proceedings threatened or pending before any federal, state or municipal
government, or any department, board, body or agency thereof, involving the
Shareholders and Global, except as disclosed in Exhibit B.

(e) Global is not in default under any material agreement to which
it is a party nor in the payment of any of its obligations.

(f) This Agreement has been duly executed by Shareholders and
Global and the execution and performance of this Agreement will not violate,
or result in a breach of, or constitute a default in, any agreement,
instrument, judgment order or decree to which either any Shareholder or Global
is a party or to which either any Shareholder or Global is subject nor will
such execution and performance constitute a violation of or conflict with any
fiduciary to which either any Shareholder or Global is subject.

(g) Shareholders and Global are not in default with respect to any
order, writ, injunction, or decree of any court or federal, state, municipal,
or other governmental department, commission, board, bureau, agency or
instrumentality. Shareholders and Global have complied jointly and
individually in all material respects with all laws, regulations and orders
applicable to its business the violation of which would have a material
adverse effect on the business of Global taken as a whole. Material adverse
effect means any matter in excess of $1,000.00.

(h) To the best of their knowledge, individually and collectively,
Global and Shareholders individually and collectively are in compliance with
all federal, state, county, city, statutes, ordinances and regulations
regarding the business of Global.

(i) Global is not a party to any employment contract with any officer
or director or stockholder, nor to any lease, agreement or any other
commitment not in the usual and ordinary course of business, nor to any
pension, insurance, profit-sharing or bonus plan except as set forth on
Exhibit C.

(j) Global is not in default under any agreement to which it is a
party nor in the payment of any of its obligations and has filed all tax
returns, federal and state, which it is required to file and Global has paid
all taxes due and owing except as set forth on Exhibit D which shall also
include any adverse claims to Global assets not disclosed in Global financial
statements.

(k) Between the date hereof and the Closing, Global will not have
(i) paid or declared any dividends on or made any distributions in respect of,
or issued, purchased or redeemed, any of the outstanding shares of its capital
stock, or (ii) made or authorized any changes in its Articles of Incorporation
or in any amendment thereto or in its By-Laws, or (iii) made any commitments
or disbursements or incurred any obligations or liabilities of a substantial
nature and which are not in the usual and ordinary course of business, or (iv)
mortgaged or pledged or subjected to any lien, charge or other encumbrance any
assets, tangible or intangible, except in the usual and ordinary course of its
business, or (v) sold, leased, or transferred or contracted to sell, lease or
transfer any assets, tangible or intangible, or entered into any other
transactions, except in the usual and ordinary course of business, or (vi)
made any material change in any existing employment agreement or increased the
compensation payable or made any arrangement for the payment of any bonus to
any officer, director, employee or agent. Global is not in default under any
agreement to which it is a party nor in the payment of any of its obligations.

(l) No representation or warranty in this section, nor statement
in any document, certificate or schedule furnished or to be furnished pursuant
to this Agreement by the Shareholders and Global or in connection with the
transactions contemplated hereby, contains or contained any untrue statement
of a material fact, nor does or will omit to state a material fact necessary
to make any statement of fact contained herein or therein not misleading.
Global has maintained, and will until the Closing, maintain in full force and
effect adequate policies of insurance with coverage sufficient to meet the
normal requirements of its business.

2. (REPRESENTATIONS AND WARRANTIES OF AMERICAN) American represents
and warrants that:

(a) American is a corporation duly organized and validly existing
and in good standing under the laws of the State of Utah; is not qualified to
transact business in any other state; and has an authorized capitalization of
250,000,000 shares of which there are issued and outstanding 56,450,000 shares
of common stock, par value of $0.001 per share.

(b) American has delivered to Shareholders its audited financial
statements for the periods ended December 31, 1998 and 1997. American
warrants that these statements accurately reflect the financial condition of
American.

(c) American is not a party to any litigation in any capacity and
American has no knowledge of any liabilities or commitments which will be
outstanding as of the Closing date.

(d) American is not a party to any employment contract with any
officer or director or stockholder, nor to any lease, agreement or any other
commitment not in the usual and ordinary course of business, nor to any
pension, insurance, profit-sharing or bonus plan.

(e) American is not a defendant, nor a plaintiff against whom a
counterclaim has been asserted, in any litigation, pending or threatened, nor
has any material claim (which claim is in excess of $1,000) been made or
asserted against American, nor are there any proceedings threatened or pending
before any federal, state or municipal government, or any department, board,
body or agency thereof, involving American.

(f) American is not in default under any agreement to which it is a
party nor in the payment of any of its obligations.

(h) Between the date hereof and the Closing, American will not
have (i) paid or declared any dividends on or made any distributions in
respect of, or issued, purchased or redeemed, any of the outstanding shares of
its capital stock, or (ii) made or authorized any changes in its Articles of
Incorporation or in any amendment thereto or in its By-Laws except as provided
in this Agreement, or (iii) made any commitments or disbursements or incurred
any obligations or liabilities of a substantial nature and which are not in
the usual and ordinary course of business, or (iv) mortgaged or pledged or
subjected to any lien, charge or other encumbrance any of their assets,
tangible or intangible, except in the usual and ordinary course of its
business, or (v) sold, leased, or transferred or contracted to sell, lease or
transfer any assets, tangible or intangible, or entered into any other
transactions, except in the usual and ordinary course of business, or (vi)
made any material change in any existing employment agreement or increased the
compensation payable or made any arrangement for the payment of any bonus to
any officer, director, employee or agent.

(i) This Agreement has been executed by American and the execution
and performance of this Agreement will not violate, or result in a breach of,
or constitute a default in, any agreement, instrument, judgment order or
decree to which it is a party or to which it is subject nor will such
execution and performance constitute a violation of or conflict with any
fiduciary to which it is subject. This Agreement will be approved by
shareholder action without a meeting which requires a ten day notice but such
approval shall be given effect as of the date of execution upon proper notice.

(j) American is not in default with respect to any order, writ,
injunction, or decree of any court or federal, state, municipal, or other
governmental department, commission, board, bureau, agency or instrumentality,
and there are no actions, suits, claims, proceedings or investigations pending
or, to the knowledge of American threatened against or affecting American at
law or in equity, or before or by any federal, state, municipal or other
governmental court, department, commission, board, bureau, agency or
instrumentality, domestic or foreign. American has complied in all material
respects with all laws, regulations and orders applicable to its business.

(k) No representation or warranty in this section, nor statement
in any document, certificate or schedule furnished or to be furnished pursuant
to this Agreement by American, or in connection with the transactions
contemplated hereby, contains or contained any untrue statement of a material
fact, nor does or will omit to state a material fact necessary to make any
statement of fact contained herein or therein not misleading.

3. (TIME AND PLACE OF CLOSING) The Closing shall be held on March 9,
1999, at 2:00 P.M., local time, at the offices of Wallace T. Boyack, Salt Lake
City, Utah, or at such other time and place as may be mutually agreed upon
between the parties in writing (hereinafter "the Closing.")

4. (CLOSING) The Closing of this Agreement shall proceed as follows:

(a) American shall provide the following:

(1) Certified resolutions that proper corporate action was
taken to accomplish the following purposes:

(a) To approve and ratify the Stock Purchase Agreement;

(b) To appoint as directors Brae Burbidge, Lee
Burbidge, and Douglas Owen which appointment shall become effective after the
closing and the resignation of present directors;

(c) To change the name of the corporation to Global
Web, Inc. and to approve a reverse split of the issue and outstanding shares
of common stock, a recapitalization, on the basis of one hundred shares for
one share of common stock and to change the authorized capital of the
corporation to 90,000,000 shares of common stock and 5,000,000 shares of
preferred stock to be issued in Series as determined by resolution of the
Board of Directors.

(d) To authorize the issuance of 8,000,000 shares of
American restricted common stock, par value $0.001 per share, after the
reverse stock split of one hundred to one has been given effect, to
Shareholders in exchange for the 16,000,000 shares of at an exchange ratio of
.50 shares of American common stock for one share of Global with 2,000,000
shares to each shareholder.
(2) An opinion from its counsel that the shares are validly
issued, fully paid and nonassessable.

(3) A certification from an officer that the Agreement has
been duly executed by American and that the execution and performance of the
Agreement will not violate, or result in a breach of, or constitute a default
in, any agreement, instrument, judgment, order or decree to which it is a
party or to which it is subject nor will such execution and performance
constitute a violation of or conflict with any fiduciary to which it is
subject.

(4) Instructions to be delivered to the transfer agent to
issue certificates evidencing to the Shareholders, on the basis of .50 share
of American for one share of Global to be issued after the reverse split of
one hundred to one shall have become effective, when 16,000,000 shares of
Global have been presented to American's transfer agent in proper form. (Each
certificate issued to the Shareholders will bear a restrictive legend
prohibiting the transfer by the holder without first complying with the
Securities Act of 1933, as amended, or Rule 144 promulgated thereunder).

(5) Provide a copy of the list of shareholders of American.

(b) Shareholders and Global shall provide the following:

(1) Certification from an officer of Global that Global is a
corporation in good standing under the laws of the State of Nevada,

(2) Certification from Shareholders that they have clear title
and unencumbered ownership of 16,000,000 shares of the common stock of Global;

(3) Executed investment letters in the form mutually agreed
upon by the parties;

(4) Certificates for the 16,000,000 shares of common stock of
Global in proper form for transfer to American; and

(5) A certificate from its president that Global has performed
all corporate acts required under statute, regulations, articles of
incorporation, or bylaws to effect the transaction.

5. (CONDITIONS TO CLOSING) The obligations of Global and Shareholders
and American to complete the transactions provided for herein shall be subject
to the performance of all their respective agreements to be performed
hereunder on or before the Closing, to the material truth and accuracy of the
respective representations and warranties of the Shareholders and Global and
of American contained herein, and to the further conditions that:

(a) All representations and warranties of Global and Shareholders
and American contained in this Agreement are substantially true and correct on
and as of the Closing with the same effect as if made on and as of said date.

(b) As of the Closing there shall have been no material adverse
change in the affairs, business, property or financial condition of Global and
American, and the Shareholders and which has not been disclosed to the other
parties.

(c) All of the agreements and covenants contained in this
Agreement that are to be complied with, satisfied and performed by each of the
parties hereto on or before the Closing, shall, in all material respects, have
been complied with, satisfied and performed.

6. (ADDITIONAL COVENANTS) During the period between the date hereof and
the Closing, American shall conduct and the Shareholders shall cause Global to
conduct its business and operations in the same manner in which the same have
heretofore been conducted. During such period, unless it has received written
consent thereto from the other party, neither Global, Shareholders, nor
American will:

(a) Incur any obligation, liability or commitment, absolute or
contingent, other than current liabilities incurred in the ordinary and usual
course of business.

(b) Declare or pay and dividends on or make any distributions in
respect of , or issue, purchase or redeem any of its shares of stock or
partnership interests.

(d) Sell or transfer any of its properties, except in the usual
and ordinary course of business.

(e) Make any investment of a capital nature, except in the usual
and ordinary course of business.

(f) Enter into any long-term contracts or commitments or modify or
terminate any existing agreements, except in the usual and ordinary course of
business.

(g) Use any of its assets or properties except for proper
corporate purposes.

(h) Sell, contract to sell or issue any equity or debt securities.

Further, American promises, covenants, and agrees that for a period of
not less than 185 days after the Closing of this Agreement American will not
register any of its securities, including its common stock, under Section 12
of the Securities Exchange Act of 1934, as amended, with the U. S. Securities
and Exchange Commission so as not to cause any of the Shareholders to become
subject to Section 16 liability.

7. (ACCESS TO RECORDS) During the period between the date of this
Agreement and the Closing, American, Global and the Shareholders shall each
accord representatives of the other party free access to the offices, records,
files, books of account and tax returns, provided the same will not
unreasonably interfere with the normal operations of such entities.

8. (NOTICES) Any notice under this Agreement shall be deemed to have
been sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:

If to the Shareholders and/or Global, to:

Brae Burbidge
384 East 720 South, Suite 203
Orem, Utah 84097

If to American to:

Wallace T. Boyack, Esq.
350 South 400 East, No. 105
Salt Lake City, Utah 84111

or to any other address which may hereafter be designated by either party by
notice given in such manner. All notices shall be deemed to have been given
as of the date of receipt.

9. (ACKNOWLEDGMENT AND WAIVER) The parties to this Agreement acknowledge
and understand that Wallace Boyack, prior to the Closing is the majority
shareholder of American possessing more than seventy per cent of the issued
and outstanding shares of common stock. The parties further acknowledge that
Boyack prior to Closing is the President and a director of American. Further,
the parties acknowledge that Boyack is acting as legal counsel for American
and for himself for purposes of this transaction. Brae Burbidge, Bret
Burbidge and Lee Burbidge and Global Web have retained for this transaction
their own legal counsel, Paul Ashton. Global, the Shareholders, and American
waive any conflicts of interest that may arise as a result of the foregoing.

10. (INDEMNIFICATION) American agrees to indemnify its officers and
directors as of the date of this Agreement and thereafter and to hold them
harmless with respect to the Agreement and the transactions contemplated
thereunder, whether accrued, contingent, absolute or otherwise against all
actions, suits, proceedings, demands, assessments, fines, judgments, costs,
expenses or reasonable attorney's fees related thereto.

11. (TERMINATION AND ABANDONMENT) This Agreement may be terminated and
abandoned at any time prior to the Closing upon the following conditions:

(a) By the mutual consent of the parties.

(b) By the Board of Directors of American or Global, if, in the
opinion of either, the Closing of the Agreement is impracticable by reasons of
litigation or change of circumstances.

(c) By the Board of Directors of American or Global if, in the
bona fide judgment of either, there shall have been a material violation of
any covenant or agreement set forth herein, or any warranty or representation
shall be untrue; or the Board of Directors should, in its bona fide judgment,
deem the Agreement inadvisable or impracticable by reason of any defect which,
in the opinion of counsel, for the party who has made such determination,
constitutes a material defect in the title of the other party, or which defect
affects a material part of its assets, or which has otherwise subjected the
party to a substantial liability or obligation.

(d) By any party if any action or proceeding before any court or
governmental body or agency shall have been instituted or threatened to
restrain or prohibit the consummation of this Agreement and such party deems
it inadvisable to proceed.

And in the event of termination, notice shall be given to
American or Global or Shareholders and thereupon this Agreement shall become
wholly void and of no effect and there shall be no liability on the part of
either to the other.

12. (COUNTERPARTS) This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be an original,
but all such counterparts shall constitute one and the same instrument.

13. (MERGER CLAUSE) This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated
orally, and no attempted change, termination or waiver of any of the
provisions hereof shall be binding unless in writing and signed by the parties
hereto.

14. (GOVERNING LAW) This Agreement shall be governed by and construed
according to the laws of the State of Utah, the state of incorporation of
American, and the situs of the Closing of this transaction.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.

[This space intentionally left blank.]

AMERICAN RESTAURANT MANAGEMENT, INC.:
ATTEST:

s/Thomas Harkness s/Wallace T. Boyack
- ------------------------- ---------------------------------
Secretary President

STATE OF UTAH )
: ss.
SALT LAKE COUNTY )

On this 25 day of Feb. 1999, before me the undersigned officer,
personally appeared Wallace Boyack and Thomas Harkness, known personally to me
to be the President and Assistant Secretary, respectively, of the above-named
corporation, and that they, as such officers, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by themselves as such officers.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

S/
-----------------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:

GLOBAL WEB, INC.:

BY s/Brae Burbidge
-----------------

STATE OF UTAH )
: ss.
SALT LAKE COUNTY )

On this 25 day of February, 1999, before me the undersigned officer,
personally appeared Brae Burbidge and Lee Burbidge, known personally to me to
be the president and secretary respectively, of the above-named corporation,
and that they, as such officer, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name
of the corporation by themselves as such officers.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

S/
-------------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:

SHAREHOLDERS:

s/Brae Burbidge
------------------------
Brae Burbidge

Subscribed and sworn to before me this 25 day of February, 1999.

s/
--------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:

s/Lee Burbidge
----------------------------
Lee Burbidge

Subscribed and sworn to before me this 25day of February, 1999.

s/
-------------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:

s/Bret Burbidge
-----------------------------
Bret Burbidge

Subscribed and sworn to before me this 25 day of February, 1999.

s/
------------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:

s/Wallace Boyack
------------------------
Wallace Boyack

Subscribed and sworn to before me this 25 day of February, 1999.

s/
------------------------
NOTARY PUBLIC
My Commission Expires: Residing at:

ATTORNEYS' APPROVAL AS TO FORM:

Paul Ashton Wallace T. Boyack

s/ Paul H. Ashton s/Walace T. Boyack
- ------------------------- ---------------------
Dated: February 25, 1999 Dated: February 25, 1999
Attorney for Global Web, Attorney for American Restaurant
Inc., Brae Burbidge, Lee Management, Inc., and Wallace T.
Burbidge, and Bret Boyack
Burbidge

E X H I B I T L I S T

A List of Global Web Shareholders. [1(a)].

B Litigation Disclosure. [1(d) and (g)]

C Contracts, Employment Agreements, Leases or other
commitments. [1(i)]

D Adverse interests on Global's Assets. [1(j)]

EXHIBIT A

LIST OF SHAREHOLDERS OF
GLOGAL WEB, INC.

Giving up Receiving
Name Global Shares American Shares

Brae Burbidge 4,000,000 2,000,000
Lee Burbidge 4,000,000 2,000,000
Bret Burbidge 4,000,000 2,000,000
Wallace Boyack 4,000,000 2,000,000

EXHIBIT B

LITIGATION DISCLOSURE

Brae Burbidge, Lee Burbidge and Global Web are defendants in an adversary
proceeding brought by the Trustee of Laservend Bankruptcy Estate. The action
is brought in the Bankruptcy Court for the District of Utah. There are no
other matters to be disclosed under Paragraphs 1 (d) and (g) of the Agreement.

EXHIBIT C

Contracts, Agreements, Leases or other commitments.

None other than two leases for office space.

EXHIBIT D

Adverse Interest to assets of Global Web, Inc., other than as disclosed on
audited financial statements.

None.

Certification regarding Adverse Changes. Paragraph 5(b).

As of the Closing there have been no material adverse change
MATERIALITY CERTIFICATION - Paragraph 5 (c).

All of the covenants and agreements that are to be complied with in
the Agreement have been satisfied and performed by each of the parties hereto
on or before the Closing and have been complied with satisfied and performed
in all material respects.

Global Web, Inc.

By s/Brae Burbidge

Shareholders

s/ Lee Burbidge
----------------------
Lee Burbidge

s/ Bret Burbidge
----------------------
Bret Burbidge

s/ Brae Burbidge
----------------------
Brae Burbidge

s/ Wallace Boyack
----------------------
Wallace Boyack

American Restaurant Management, Inc.

By s/ Wallace Boyack
----------------------------

Certification regarding Adverse Changes. Paragraph 5(b).

As of the closing there have been no material adverse change in the affairs,
business, property or financial condition of Global or the Shareholders or of
American which has not been disclosed to the other party.

Global Web, Inc.

By s/Brae Burbidge
--------------------

Shareholders

s/ Lee Burbidge
-------------------
Lee Burbidge

s/Bret Burbidge
-------------------
Bret Burbidge

s/ Brae Burbidge
-------------------
Brae Burbidge

s/Wallace Boyack
-------------------
Wallace Boyack

American Restaurant Management, Inc.

by s/Wallace Boyack
--------------------

<ARTICLE> 5

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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
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<COMMON> 8,565
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