SEC File No.: 0-30096
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
HOME.WEB, INC.
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(Name of Small Business Issuer in its charter)
NEVADA 77-0454933
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
380 Foam Street, Suite 210, Monterey, California 93940
- ------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (831) 375-6209
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Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Securities to be registered under Section 12(g) of the Act:
Common Stock
------------
(Title of class)
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TABLE OF CONTENTS
Page
COVER PAGE 1
TABLE OF CONTENTS 2
PART I 3
DESCRIPTION OF BUSINESS 3
DESCRIPTION OF PROPERTY 10
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES 10
REMUNERATION OF DIRECTORS AND OFFICERS 11
SECURITY OWNERSHIP OF MANAGEMENT AND 12
CERTAIN SECURITYHOLDERS
INTEREST OF MANAGEMENT AND OTHERS IN 13
CERTAIN TRANSACTIONS
SECURITIES BEING OFFERED 13
PART II 14
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S 14
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
LEGAL PROCEEDINGS 14
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS 14
RECENT SALES OF UNREGISTERED SECURITIES 14
INDEMNIFICATION OF DIRECTORS AND OFFICERS 15
PART F/S 15
FINANCIAL STATEMENTS 16
PART III 16
INDEX TO EXHIBITS 16
DESCRIPTION OF EXHIBITS 16
SIGNATURES 16
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PART I
The issuer has elected to follow Form 10-SB, Disclosure Alternative 2 and
is filing this Form 10- SB on a voluntary basis under the Exchange Act in order
to commence trading on the OTC Bulletin Board. Management of the issuer feels it
can provide guidance in following the compliance requirements of the Exchange
Act and is desirous of moving the Company forward in its business plan.
ITEM 6. DESCRIPTION OF BUSINESS
Home.Web, Inc. ("Home Web," the "Company") is a development stage
company. The Company was incorporated in Nevada on September 15, 1995 with
authorized capital of ten million (10,000,000) shares of common stock, par value
$0.001 per share. From incorporation until May 1, 1997, the Company was
inactive.
From May 1997, the Company has been a development stage company
specializing in a variety of hand-made Monterey Jack cheeses. The Company
selected the product line and the method of marketing to use and made many basic
decisions regarding the amount of products to be offered, the colors of the
packaging and other details. Test marketing has also been done on a limited
basis. The Company is satisfied with its test market results on the cheese
products and will now be expanding sales efforts. The Company will also proceed
with a plan to expand its wholesale line, as outlined below, and is seeking
candidates for manufacturing, distribution and promotion of its products. No
retail activities will be entered into by the Company; rather, Home Web will
continue to source products and sell them wholesale.
On May 1, 1997, the Company commenced an offering, pursuant to
Regulation D of the Securities Act of 1933 (the "Act"), Rule 504, of up to
2,400,000 shares of its common stock at a price of $0.05 per share. This
offering was conducted in order to raise money for working capital and inventory
and was broken down as follows: $12,000 for working capital, $58,000 for
inventory, $15,000 for consulting fees, $20,000 for legal and accounting fees
and $15,000 for offering-related costs. On September 24, 1998, the offering was
completed with all shares being sold and issued for a total of $120,000, less
offering costs of $15,000 being received by the Company. A closing Form D was
filed September 24, 1998.
In June 1997, the Company increased its authorized capital to fifty
million (50,000,000) shares of common stock, par value $0.001 per share.
The Company signed a Purchasing Agreement with Internet Food Company,
Inc. ("Internet Food Company") on May 6, 1999. According to the terms of this
agreement, the Company will sell a variety of cheeses and gourmet food products
to Internet Food Company and will advertise on its web site. Home Web will also
develop special private label products for Internet Food Company. There are no
minimum purchase requirements in this contract and no guarantees that any
products will be purchased.
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The going concern opinion of the independent accountant, as disclosed
in the Company's Independent Auditors Report attached to Part F/S, is as
follows:
"As of December 31, 1998, the Company had net losses from operating
activities which raise substantial doubt about its ability to continue
as a going concern.
The Company is in the process of raising initial working capital
through a public offering of its common stock, which is expected to
provide liquidity until operations become profitable. The Company has
obtained a commitment for up to $150,000 from a significant
shareholder, Monterey Ventures, Inc for funding over the next twelve
months. The funds would be paid distributed in increments per requests
from the Company on an "as needed" basis. Under the agreement, the
Company can repay the borrowed funds in increments as the Company
receives payment from its' customers. Also in the credit agreement is
any funds needed for longer than twelve months would be considered long
term debt. This type of funding, if needed, would be structured for a
twenty four or thirty-six month payoff not to exceed $25,000 in
requests in the first year of operations.
The Company has signed an agreement with Internet Food Company to
purchase its' products. Internet Food Company has already penetrated
the hotel and gift basket market and has further developed a web site
to market its goods. The two companies are in the process of
identifying specific products that Home Web. Inc.
would supply wholesale.
The Company's ability to continue as a going concern is dependent upon
a successful public offering and ultimately achieving profitable
operations. There is no assurance that the Company will be successful
in its efforts to raise additional proceeds or achieve profitable
operations. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty."
Home Web plans to penetrate the gourmet/specialty foods market and to
maximize sales by wholesaling products to gourmet food stores, small grocery
chain stores and hotels. The product is currently sold through California
Season's, a chain of retail stores, catalog and direct mail order, as well as
business and corporate sales programs.
The Company selected Monterey, California as its location because it
was the original home of Monterey Jack cheese. David Jacks of Monterey first
produced and marketed Monterey Jack cheese in 1882. Management believes that
this cheese is the only native California cheese and one of only two cheeses
native to the United States. To the best of the Company's knowledge,
furthermore, the Monterey Cheese Company is the only company offering handmade
Monterey Jack cheese made in Monterey, California.
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The Company outsources the production of its cheese products to Sonoma
Cheese Factory ("Sonoma"). Sonoma is one of the oldest hand-rolled cheese
processing plants in California and is one of only two such plants still in
existence. Due to the quality of the cheeses produced by Sonoma and the fact
that it is difficult to duplicate hand-rolled cheeses, the Company will continue
to outsource its products for the foreseeable future. There is no written
agreement between Sonoma and the Company; instead, the Company purchases the
product from Sonoma on a cash-on-delivery basis. Sonoma ships the cheese without
labels, which the Company puts on upon delivery. If Sonoma is unable to satisfy
the Company's supply requirements, a back-up supply source is available. This is
a manufacturing wholesale, retail cheese company in Sonoma doing business as
Sonoma Foods, Inc.
Product
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Home Web, under the label "Monterey Jack Cheese," currently offers
twelve varieties of creamy, handmade cheeses in three pound wheels, one pound
wheels, nine ounce wedges and three ounce wedges. The varieties of cheese
include hand-rolled, original Monterey Jack, Dry Jack, Caraway, Pesto, Hot
Pepper Jack, Habanero Jack, Garlic Jack, Lite Jack, Cheddar, Chili Cheddar,
Vidalia Onion Jack and Teleme.
The Company's own research has shown that there is a niche demand for
its products because the cheeses are from Monterey and are of handmade quality.
The cheeses have been market-tested by the Company indicating consumer
acceptance. Current vendors offering these cheeses to the public include the
California Seasons chain of three retail stores, the California Seasons'
catalog, several luxury hotels in the Monterey and Big Sur area, a number of
Monterey convention groups, a distributor in Idaho, a chain of five upscale
gourmet food markets in the Los Angeles area, the Monterey Peninsula Airport
Gift Shop, a Carmel Valley, California store and several more retail stores.
Government Regulations
- ----------------------
Home Web is a wholesaler of its products and, therefore, the only
regulation to which it is subject is the inclusion of ingredients on product
labels, and then only if the Company produces its own labels for the product.
Should the Company store its cheeses, it will be required to keep the product at
certain temperatures. The Company does not currently plan to store its products,
but, rather, will have the cheese products delivered directly to the customer.
Market
- ------
The size of the gourmet and specialty food industry has increased in
the past six years, with sales in 1995 estimated at 33.7 billion dollars by the
National Association of Specialty Foods Trade, Inc. (NASFT). "Pak Facts," a New
York resource firm, forecasts retail sales will top 47 billion dollars by the
year 2000.
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Competition
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National chains, regional chains and local stores all carry lines of
cheese. Very rarely do these stores stock handmade Monterey Jack cheese. The
problem the chains have is that they are limited to the amount of products they
are able to stock because of the current mass of other non- specialty food
products they must display. This allows the Company the opportunity to offer a
variety of Monterey Jack cheese products not found in chain stores, supermarkets
and delicatessens.
Management's Discussion and Analysis and Plan of Operations
- -----------------------------------------------------------
When used in this discussion, the words "believes", "anticipates",
"expects" and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks and uncertainties,
which would, could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to republish revised forward- looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Readers are also urged to carefully review
and consider the various disclosures made by the Company which attempt to advise
interested parties of the factors which affect the Company's business, in this
report, as well as the Company's periodic reports on Forms 10-K, 10Q and 8-K
filed with the Securities and Exchange Commission.
Results of Operations
- ---------------------
The Company had revenues of $528 for the three-month period ending March
31, 1999 compared to $0 for the three-month period ending March 31, 1998. To
date, the Company has not relied on any revenues for funding its activities and
it does not expect to receive significant revenues from operation in the
immediate future.
For the three-month period ending March 31,1999, the Company's general and
administrative expenses increased to $17,759 compared to $0 for the
corresponding period in 1998. The 1999 amount increase is due to the
commencement of operations.
The Company's net loss was $18,554, for the first quarter of 1999 compared
to a net loss of $0 for the corresponding period in 1998. This increase was
primarily due to the commencement of operations.
Liquidity and Capital Resources
- -------------------------------
As of March 31, 1999, the Company's cash balance was $82, compared to $0 as
of March 31, 1998.
The Company's future funding requirements will depend on numerous factors.
These factors include the Company's ability to sell sufficient quantities of its
products to become profitable and the
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Company's ability to compete against other better capitalized corporations who
offer alternative or similar products.
Due to the "start up" nature of the Company's business, the Company expects
to incur losses as it expands its business. While the Company has enough cash to
fund its early stage expansion plans, the Company may choose to raise additional
funds through private or public equity investment in order to expand the range
and scope of its business operations. Even if the Company does not have an
immediate need for additional cash, it may seek access to the public equity
markets if and when conditions are favorable. There is no assurance that such
additional funds will be available for the Company to finance its operations on
acceptable terms, if at all.
In order to implement the strategic plan and meet the Company's
anticipated working capital needs, the Company estimates that it will require
$150,000 in capital ($125,000 for short-term financing and $25,000 for Salinas
Valley and Carmel Valley product development). The short-term financing would
include accounts receivable. The Company has a commitment for funding from
Monterey Ventures, Inc. ("MVI") for up to $150,000 to implement the Company's
current plans. MVI will supply short-term and long-term capital financing, which
would be for product development expenses. These funds will be distributed in
increments per requests from Home.Web, Inc. to Monterey Ventures, Inc. on an "as
needed" basis. This agreement to fund has been added as an exhibit. The funds
will be used for purchasing product on COD shipments, such as a large order of
cheese, or prepaying if the product is drop shipped to the customer. It is
anticipated that revenues will be generated during the holiday season in October
and November of 1999 and the requirements for funds from Monterey Ventures, Inc.
will be minimal. Under the agreement with Monterey Ventures, Inc., the Company
can repay the borrowed funds as payment is received from customers. This
accommodation is a short term line of credit. This type of funding, if needed,
could be structured for a payoff not to exceed $25,000 in requests in the first
year of operations and would be used for equipment or product purchases or
research and development. The Company will only be charged interest on any funds
used at commercially competitive rates. Because the products are outsourced, the
need for capital will be modest. The general cost would be in the graphic design
for labeling and financing accounts receivable. Any additional expenses, such as
legal and accounting costs, will be paid through this credit accommodation until
the Company's revenues are able to cover these expenses.
Home Web does not plan to conduct any offering of securities until it
has established its sales history. The only circumstances under which the
Company may conduct an offering sooner is if an opportunity arises to expand the
Company by acquiring a business with established product sales and distribution.
Additional potential sources of funds if the Company requires additional income
include factor agreements, lease agreements for equipment, to reduce costs and
private financing from major shareholders.
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Plan of Operations
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The Company has formulated a plan of operations for the next twelve
months as detailed below. In the Company's opinion, the proceeds from future
funding will satisfy its cash requirements for twelve months. During the next
six months those funds will need to be raised. The Company has no engineering,
management or similar report that has been prepared or provided for external use
by the issuer or underwriter.
By the end of fiscal 1999, the Company plans to have successfully
introduced two new product lines and labels to the gourmet food market. The
Company feels it is the proper time to bring new gourmet "niche" food products,
because the cheese line is now fully developed and ready for marketing. Carmel
Valley Farms and Salinas Valley Farms will be the two new gourmet food lines and
labels. Carmel Valley will feature wine jellies and jams and Salinas Valley will
feature artichoke products, salsa, spices, hot sauce and pasta sauce. The
marketing will be directed towards companies located in tourist areas or which
sell to tourists through local outlets. The Company will also private label
items as requested by its customers. The Company's management anticipates that
wine jellies will do exceptionally well in wineries that have gift shops. The
Company expects to have at least some of these new products available by
September 30, 1999. This will allow the Company to participate in the Food and
Beverage Show in San Francisco, California, in November 1999 and to be prepared
for the holiday food ordering season in October and November.
In order to implement the strategic plan and meet the Company's
anticipated working capital needs, the Company estimates that it will require
$150,000 in capital ($125,000 for short-term financing and $25,000 for Salinas
Valley and Carmel Valley product development). The short-term financing would
include accounts receivable. The Company has a commitment for funding from
Monterey Ventures, Inc. ("MVI") for up to $150,000 to implement the Company's
current plans. MVI will supply short-term and long-term capital financing, which
would be for product development expenses. These funds will be distributed in
increments per requests from Home.Web, Inc. to Monterey Ventures, Inc. on an "as
needed" basis. This agreement to fund has been added as an exhibit. The funds
will be used for purchasing product on COD shipments, such as a large order of
cheese, or prepaying if the product is drop shipped to the customer. It is
anticipated that revenues will be generated during the holiday season in October
and November of 1999 and the requirements for funds from Monterey Ventures, Inc.
will be minimal. Under the agreement with Monterey Ventures, Inc., the Company
can repay the borrowed funds as payment is received from customers. This
accommodation is a short term line of credit. This type of funding, if needed,
could be structured for a payoff not to exceed $25,000 in requests in the first
year of operations and would be used for equipment or product purchases or
research and development. The Company will only be charged interest on any funds
used at commercially competitive rates. Because the products are outsourced, the
need for capital will be modest. The general cost would be in the graphic design
for labeling and financing accounts receivable. Any additional expenses, such as
legal and accounting costs, will be paid through this credit accommodation until
the Company's revenues are able to cover these expenses.
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Home Web does not plan to conduct any offering of securities until it
has established its sales history. The only circumstances under which the
Company may conduct an offering sooner is if an opportunity arises to expand the
Company by acquiring a business with established product sales and distribution.
Additional potential sources of funds if the Company requires additional income
include factor agreements, lease agreements for equipment, to reduce costs and
private financing from major shareholders.
Despite these low cash reserves, additional funds may be required in
order to proceed with the business plan outlined above. These funds would be
raised through additional private placements or other financial arrangements,
including debt or equity. There is no assurance that such additional financing
will be available when required in order to proceed with the business plan or
that the Company's ability to respond to competition or changes in the market
place or to exploit opportunities will not be limited by lack of available
capital financing. If the Company is unsuccessful in securing the additional
capital needed to continue operations within the time required, the Company will
not be in a position to continue operations and the stockholders may lose their
entire investment.
Employees
- ---------
The Company currently has one full-time employee and no part-time
employees, although Cornelia Davis, a director of the Company and the wife of
its President, assists the Company occasionally on a part-time basis as needed.
Home Web will have four full-time employees by the end of 1999. The President
will perform a multitude of company functions, along with a shipping person and
a salesperson. A second shipping employee would be added prior to the holiday
season rush. A full-time office manager will be added in the second year, which
would include bookkeeping, as well as accounts receivable and payable. The
Company also anticipates hiring additional temporary help during the holiday
season, as necessary.
Year 2000 Issues
- ----------------
The Year 2000 issue arose because many existing computer programs use
only the last two digits to refer to a year. Therefore, these computer programs
do not properly recognize a year that begins with 20 instead of 19. If not
corrected, many computer applications could fail or create erroneous results.
Management has initiated a comprehensive program to prepare the
Company's systems for the year 2000. The Company is actively engaged in testing
and fixing applications to ensure they are Year 2000 ready. The Company does not
separately track the internal costs incurred for the Year 2000 project, but such
costs are principally the related payroll costs for certain corporate staff. The
Company currently does not expect remediation costs to be material nor does it
expect any significant interruption to its operations because of Year 2000
problems.
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The Company is in the process of contacting all third parties with
which it has significant relationships, to determine the extent to which the
Company could be vulnerable to failure by any of them to obtain Year 2000
compliance. Some of the Company's major suppliers and financial institutions
have confirmed that they anticipate being Year 2000 compliant on or before
December 31, 1999, although many have only indicated that they have Year 2000
readiness programs. To date, the Company is not aware of any significant third
parties with a Year 2000 issue that could materially impact the Company's
operations, liquidity or capital resources. The Company has no means, however,
of ensuring that third parties will be Year 2000 ready and the potential effect
of third-party non-compliance is currently not determinable.
The Company has devoted and will continue to devote the resources
necessary to ensure that all Year 2000 issues are properly addressed. There can
be no assurance, however, that all Year 2000 problems are detected. Further,
there can be no assurance that the Company's assessment of its third party
relationships could be accurate. Some of the potential worst-case scenarios that
could occur include (1) corruption of data in the Company's internal systems and
(2) failure of government and insurance companies' reimbursement programs. If
any of these situations were to occur, the Company's operations could be
temporarily interrupted. The Company intends to develop Year 2000 contingency
plans for continuing operations in the event such problems arise.
ITEM 7. DESCRIPTION OF PROPERTY
The Company leases office space from Monterey Ventures, Inc., a company
of which its President is an equity member, at a rate of $300 per month. These
offices are located at 380 Foam Street, Suite 210, Monterey, California, 93940.
ITEM 8. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The following information sets forth the names of the officers and
directors of the Company, their present positions with the Company and
biographical information.
Dennis Davis. (Age 47). President, Chief Executive Officer, Director. Mr. Davis
has been involved with the Company since April 1997 as its President, CEO and
Director. Prior to this time, he was an independent consultant specializing in
financial matters, creating and developing business plans, strategic planning
and assisting privately-owned and public companies with financing, acquisition
financing and liquidity options. Before becoming a consultant, Mr. Davis was in
the banking industry for fifteen years and has management and planning
experience. His banking career included, at various times, the positions of
Administrator of the Lending Department, Vice President, Senior Commercial Loan
Officer, Vice President responsible for the Real Estate and Construction
Department, Vice President responsible for the Loan Adjustment Department and
Branch Manager. Mr. Davis also spent eight years as the managing general partner
for a grocery and liquor retail outlet with gross sales of one million dollars
per year. He is the past President of the Affordable Housing Corporation of
Monterey County, past Treasurer of the Marina Chamber of Commerce, and a past
Director of the California International Air Show,
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Sports Fest, Inc. and the American Diabetes Association. Currently, Mr. Davis is
also a director and officer of Monterey, Ventures, Inc., a Monterey,
California-based financing corporation, with which he has been involved since
1997. He is the husband of Cornelia Davis, an officer and director of the
Company.
Cornelia Davis. (Age 34). Secretary, Treasurer, Director. Ms. Davis is the
President of CDIC Financial Services, a financial and business consulting
company. Her past experience includes capital formation for private and public
companies, including acquisition financing and other financing options. Ms.
Davis also specializes in assisting companies with sales, marketing and
promotion. She has spent the past year contracted as a consultant with
Professional Detailing, Inc., a contract pharmaceutical company operating out of
New Jersey, where she helps with sales, marketing and promotions. In 1996 and
1997 she worked in marketing and promotions for CUC International, which
produces an annual publication involving the entertainment industry. From 1992
to 1995, she consulted for a retail golf company in the position of investor
relations coordinator. Prior to this, Ms. Davis was the Business Development
Director of one of the largest title companies in the nation. She also was the
founder of Yavapai Land Fund Mutual, an Arizona real estate investment company.
Ms. Davis received a B.A. degree in Organization and Communication from Arizona
State University with a minor in Human Resources and has been a director and the
Secretary of the Company since June 1, 1997. She is the wife of Dennis Davis,
the President and a director of the Company.
Florence G. Roberts. (Age 48). Director. Ms. Roberts is currently a consultant
for Monterey Season's, Inc., a gourmet and specialty foods company. She is
assisting this company with its business strategies and capital formation. Since
1006, Ms. Roberts has been actively involved in the management of rental
properties on the Monterey Peninsula and has sold art work for local galleries
on a free-lance basis. From 1989 to 1996, Ms. Roberts owned and operated
"Lonesome Dove," a retail store in Carmel, California which specialized in the
sale of western wear and Indian artifacts. Ms. Roberts received her B.A. in
English from Illinois State Normal University in 1972 and attended Anthony
School of Real Estate in Pacific Grove, California, in 1974. She has been a
director of the Company since June 1996.
ITEM 9. REMUNERATION OF DIRECTORS AND OFFICERS
The following table sets forth certain information as to the
compensation awarded to the Company's executive officers and directors for the
fiscal year ended December 31, 1998 and for the fiscal year which will end on
December 31, 1999. No other compensation was paid or will be paid to any such
officers other than the cash compensation set forth below.
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<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Other Restricted
Annual Stock Options/ LTIP All Other
Name Title Year Salary Bonus Compensation Awarded SARs (#) payouts ($) Compensation
- ---- ----- ---- ------ ----- ------------ ------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis Davis Pres, Dir. 1998 $0 $0 $0 -0- -0- -0- $700.00
Cornelia Davis Treas, 1998 $0 $0 $0 -0- -0- -0- $0
Sec., Dir
Florence Dir 1998 $0 $0 $0 -0- -0- -0- $0
Roberts
</TABLE>
In fiscal 1998, the aggregate amount of compensation paid to all
executive officers and directors as a group for services in all capacities was
approximately $700.00. Compensation of $21,000 will be paid executive officers
and directors for services in fiscal 1999.
ITEM 10. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 31, 1999, the
beneficial ownership of the Company's Common Stock by each person known by the
Company to beneficially own more than 5% of the Company's Common Stock,
including options, outstanding as of such date and by the officers and directors
of the Company as a group. Except as otherwise indicated, all shares are owned
directly.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Name and address of Amount and Nature Percent
Title of Class beneficial owner of beneficial owner of class
- -------------- ---------------- ------------------- --------
<S> <C> <C> <C>
Common stock Dennis Davis 15,250,000 56.2%
P.O. Box 653
Pacific Grove, CA 93950
Common stock Cornelia Davis 5,100,000 18.8%
P.O. Box 653
Pacific Grove, CA 93950
Common stock Florence G. Roberts 4,050,000 14.9%
20 Paso Del Rio
Carmel Valley, CA 93924
Common stock Monterey Ventures, Inc.* 1,550,000 5.7%
380 Foam Street, Suite 210
Monterey, CA 93940
Common stock Directors and Officers 24,400,000 89.9%
as a group (3 persons)
</TABLE>
* Dennis Davis is an officer and director of Monterey Ventures, Inc. and owns
2.5% of its outstanding stock.
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ITEM 11. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
The Company maintains its executive offices on a shared basis
with its President and Chief Executive Officer.
The Company has retained the services of Monterey Ventures, Inc.
(MVI), a private firm that specializes in assisting companies with investment
banking services. The Company has executed an Investment Banking Agreement that
calls for MVI to provide guidance and consultation to the Company, primarily in
the areas of preparing the private placement offering memorandum, corporate
finance and public market development. The Company will pay a cash fee of
$10,000 as compensation for services to be rendered by MVI. It is further noted
that Dennis Davis, an executive officer and director of the Company, is also an
equity member of MVI, as he owns 45,000 shares of stock of MVI or 2.5% of the
outstanding common stock, and thus stands to benefit personally from this
Investment Banking Agreement. Also, as a part of this Investment Banking
Agreement, the Company has agreed to issue a stock option agreement that will
allow MVI to purchase up to 750,000 shares of the Company's common stock at an
exercise price of $.01 per share. The Company has not adopted any policies
regarding affiliated transactions. All such transactions to date have been at
arms-length.
ITEM 12. SECURITIES BEING OFFERED
No sale of securities is authorized by this filing. The common
stock of the Company is being registered under Section 12(g) of the Securities
Exchange Act of 1934.
The Company has 50,000,000 common shares authorized. Each share
of Common Stock is entitled to share pro rata in dividends and distributions
with respect to the Common Stock when, as and if declared by the Board of
Directors from funds legally available therefor. No holder of any shares of
Common Stock has any pre-emptive right to subscribe for any of the Company's
securities. Upon dissolution, liquidation or winding up of the Company, the
assets will be divided pro rata on a share-for-share basis among holders of the
shares of Common Stock after-any required distribution to the holders of the
preferred stock. All shares of Common Stock outstanding are fully paid and
non-assessable and the shares will, when issued upon payment therefore as
contemplated hereby, be fully paid and non-assessable.
Each shareholder of Common Stock is entitled to one vote per
share with respect to all matters that are required by law to be submitted to
shareholders. The shareholders are not entitled to cumulative voting in the
election of directors. Accordingly, the holders of more than 50% of the shares
voting for the election of directors will be able to elect all the directors if
they choose
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to do so. The Company has 1,250,000 shares reserved for its directors and
consultants under a Stock Option Plan approved by the board of directors in June
1997 for issuance at $0.001 per share until December 31, 1999. The optionees and
numbers of shares optioned are as follows:
<TABLE>
<CAPTION>
<S> <C>
Monterey Ventures, Inc. 750,000
Cornelia Davis 100,000
Florence G. Roberts 50,000
Dennis Davis 250,000
Janice Demianew 100,000
</TABLE>
As of January 31, 1999, the following of the above-referenced
options been exercised:
<TABLE>
<CAPTION>
<S> <C>
Janice Demianew 100,000
Florence G. Roberts 50,000
Monterey Ventures, Inc. 750,000
</TABLE>
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER STOCKHOLDER MATTERS
There is currently no public market for the Company's stock. The Company
has never paid dividends. At present, the Company does not anticipate paying
dividends on its Common Stock in the foreseeable future and intends to devote
any earnings to the development of the Company's business. As of March 31, 1999,
the Company had 27,157,000 shares of common stock and 350,000 options for common
stock outstanding and there were 66 shareholders of record.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings pending or threatened against the
Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The Company has had no changes in or disagreements with its
Accountants since inception.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The Company offered for sale a Private Placement Memorandum
pursuant to Regulation D, Rule 504 which was begun on May 1, 1997 and completed
on September 24, 1998. This offering was for 2,400,000 shares of common stock at
$0.05 per share for a total offering of
14
<PAGE>
$120,000. All shares were sold to a total of 36 accredited and 27 unaccredited
investors. The proceeds from this offering were used for working capital, legal
and accounting fees, consulting fees and inventory.
At the organizational meeting of the board of directors, each
officer of the Company was authorized to receive shares of common stock of the
Company in exchange for services provided. This amount totaled 24,000,000
shares. Fair value of the stock was established at the par value of $.05, since
there were sales to outside, third-party investors at the par value amount.
These shares were issued in reliance upon Section 4(2) of the Securities Act of
1933.
In 1997, the Company also voted to grant options to its officers and to
Monterey Ventures, Inc., an affiliated company, as well as to one employee of
Monterey Ventures, Inc. These options are exercisable at $0.01 per share and
consist of a total of 1,250,000 options with no expiration date. The options
were issued for consulting services. The options were issued in reliance upon
Section 4(2) of the Securities Act of 1933.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
So far as permitted by the Nevada Revised Statutes, the Company's
Articles of Incorporation provide that the Company will indemnify its Directors
and Officers against expenses and liabilities they may incur and defend, settle
or satisfy any civil or criminal action brought against them on account of their
being or having been Company Directors or Officers unless, in any such action,
they are adjudged to have acted with gross negligence or to have engaged in
willful misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 19-314,
as amended, (collectively, the "Acts") may be permitted to directors, officers
or controlling persons pursuant to foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Acts and is,
therefore, unenforceable.
15
<PAGE>
PART F/S
FINANCIAL STATEMENTS
<PAGE>
HOME WEB INCORPORATED
(A Development Stage Company)
Monterey, California
FINANCIAL STATEMENTS
With
INDEPENDENT AUDITOR'S REPORT
December 31, 1997
Prepared By:
HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANT
SALINAS, CALIFORKLA
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
Index to Financial Statements
Page
----
Independent Auditor's Report............................................... 2
Balance Sheet, December 31, 1997........................................... 3
Statement of Operations, (inception)
Through December 31, 1997 ............................................... 4
Statement of Shareholders' Equity
December 3 1 P 1997 ..................................................... 5
Statement of Cash Flows,
Ended December 31, 1997 ................................................. 6
Summary of Significant Accounting Policies ................................ 7
Notes to Financial Statements ............................................. 8
<PAGE>
HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANT 341 MAIN STREET SALINAS CA 93901
(931) 758-1694 FAX (831) 758-1699
To the Board of Directors and Shareholders
Home Web, Incorporated
Monterey, California
INDEPENDENT AUDITOR'S REPORT
I have audited the balance sheet of Home Web, Incorporated (a development stage
company) as of December 31, 1997 and the related statements of operations,
shareholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on thew financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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 assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides reasonable basis for my
opinion.
In my opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Home Web,
Incorporated, as of December 31, 1997 and the results of operations and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
The accumulated deficit during the development stage is $ 1,220,492.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note G to the financial
statements, the Company has occurred net losses since inception, which raises
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.
/s/ Hawkins Accounting
Reissued June 3, 1999
January 13, 1999
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
BALANCE SHEET
December 31, 1997
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current Assets
Cash in bank-First National $ 267
Accounts receivable 1,400
-----
Total Current Assets 1,667
Equipment
Coolers and equipment 13,850
Office equipment 4,745
-----
18,595
Accumulated depreciation (1,022)
------
Total Equipment 17,573
Other assets
Organizational expenses 3,960
Trade name
-----
3,960
Accumulated amortization (792)
----
Total Other Assets 3,168
TOTAL ASSETS 22,408
======
LIABILITIES AND CAPITAL
Current liabilities
Contract payable 5,500
Califoria Franchise Tax 800
---
Total Current Liabilities 6,300
TOTAL LIABILITIES 6,300
Common stock 1,236,600
Paid in capital
Deficit accumulated during development stage (1,220,492)
----------
TOTAL CAPITAL 16,108
TOTAL LIABILITIES AND CAPITAL $ 22,408
==============
</TABLE>
See accompanying notes and accountant's report
F-3
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the year ending December 31, 1997
<TABLE>
<CAPTION>
Deficit
Accumulated
During
Development
Stage
-----
<S> <C> <C>
Revenue
Sales $ 11,094
Cost of sales 9,375
-----
Gross margin 1,719
Expenses
Advertising 64
Amortization 792
Consulting fee 1,200
Equipment rental
Depreciation 1,022
License and taxes
Meals and entertainment 546
Office help
Office supplies 389
Postage 52
Travel 57
Telephone and utilities 213
Rent 1,200
Business start up costs 15,876
Compensation due stock issuance 1,200,000
---------
Total expenses 1,221,411
---------
(Loss) from operations (1,219,692)
Other income (expense)
Interest
Nondeductible penalties
State tax expense (800)
----
Total other expenses (800)
Net loss $ (1,220,492) $(1,220,492)
============ ===========
Loss per share of common stock $ (0.0762) $ (0.0762)
============ ===========
Weighted average of shares outstanding 16,018,975 16,018,975
========== ==========
</TABLE>
See accompanying notes and accountant's report
F-4
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
December 31, 1997
<TABLE>
<CAPTION>
<S> <C>
Balance as of beginning of the year $ 0
Common stock issued, 732,000 shares 36,600
Founders's stock issued in lieu of services 1,200,000
Net lose for the period ending December 31, 1997 (1,220,492)
----------
Balance as of December 31, 1997 $ 16,108
==============
</TABLE>
See accompanying notes and accountant's report
F-5
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
STATEMENT OF CASH FLOWS-INDIRECT METHOD
For the year ending December 31, 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (20,492)
Adjustment to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 1,814
Increase in accounts receivable (1,400)
Increase in accounts payable and other liabilities 6,300
-----
NET CASH PROVIDED BY OPERATING ACTIVITIES (13,778)
INVESTING ACTIVITIES
Increase in other assets 3,960
Purchase of property, plant and equipment 18,595
------
NET CASH USED IN INVESTING ACTIVITIES 22,555
FINANCING ACTIVITIES
Sale of common stock 36,600
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 267
Cash and cash equivalents at beginning of the year 0
-
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 267
============
Supplemental schedule of noncash operating and financing activities
The Company issued 24,000,000 shares of common stock
with a par value of $.05 and a market value of $.05 for
compensation of services
See accompanying notes and accountaffs report
F-6
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
Summary of Significant Accounting Policies
December 31,1997
Development Stage Company
- -------------------------
Home Web, Inc. (the "Company") is in the development stage in accordance
with Statement of Financial Accounting Standards (SFAS) No. 7.
Use of estimates
- ----------------
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from these estimates,
Cash equivalents
- ----------------
For the purpose of the statement of cash flows, the company considers all
highly liquid debt instruments purchased with the original maturity of
three months or less to be cash equivalents.
Organization and Business Start Up and Amortization
- ---------------------------------------------------
Organization costs are recorded at cost, Amortization is calculated by the
straqht-line method over a period of sixty months. Amortization for the
year ending December 31, 1997 $792.
Income Taxes
- ------------
Income taxes an provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus defered
taxes related primarily to differences between the recorded book basis and
tax basis of assets and liabilities for financial and income tax reporting.
The deferred tax assets and liabilities represent the future tax return
consequences of those differences, which will either be taxable or
deductible wben the assets and liabilities are recovered or settle.
Deferred taxes are also recognized for operating losses that are available
to offset future taxable income and tax credits that are available to
offset future federal income taxes.
Common Stock
- ------------
Common stock is at .05 per value with 50,000,000 shares authorized,
24,762,000 outstanding as of December 31, 1997.
F-7
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
Notes to Financial Statements
December 31, 1997
Note A: Background
- ------------------
The Company was incorporated under the laws of the State of Nevada on
September 15, 1995. The principal activities of the Company, from the
beginning of the development stage, have been organizational matters and
the sale of stock. The Company was formed to sell wholesale gourmet and
specialty cheese on the Internet. During the year ending December 31, 1997
the Company had sales and incurred expenses against those sales, but the
activity was immaterial for the purposes of SFAS No. 7. The Company bad no
activity until May 1997.
Note B: Related Party Transactions
- ----------------------------------
The Company entered into an agreement with Monterey Ventures, Inc ("MVI"),
an affiliated company and a shareholder, whereby, MVI will provide
investment banking and other consulting services to the Company. The
agreement is for $10,000 of which $4,500 was paid in 1997. Tbe Company also
paid rent to MVI under a rental agreement $ 2,700 during the year ending
December 31, 1997. Total other reimbursements to MVI for office expense,
phone service etc. amounted to $ 1,279 for the year.
During the year the Company paid one of its founders $ 2,400 for consulting
services to the Company.
Note C: Income taxes
- --------------------
The benefit for income taxes from operations consisted of the following
components: current tax benefit of $697, resulting from a net loss before
income taxes, and deferred tax expenses of $697 resulting from a valuation
allowance recorded against the deferred tax asset resulting from net
operating losses. Net operating loss carryforward will expire in 2014.
The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the asset will be
realized. At the time, the allowance will either be increased or reduced;
reduction would result in the complete elimination of the allowance if
positive evidence indicates that the value of the deferred tax asset is no
longer required.
F-8
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
Notes to Financial Statements
December 31, 1997
NOTE C: Income taxes (con't)
- ----------------------------
The income tax returns were filed without taking into consideration the
$1,200,000 deduction for the issuance of common stock for compensation of
services. Net operating losses that are being carried forward are only the
amounts that are represented by cash flows. No deferred tax asset has been
set up to book the tax benefit of the $ 1,200,000 stock for services.
NOTE D: Public stock offering
- -----------------------------
During the period ended December 31, 1997, pursuant to an exemption under
Rule 504 of Regulation D of the Securities Act of 1933, as amended (the
Act), the Company sold solely to accredited and/or sophisticated investors,
its common stock. Each share has a par value of $.05. The stock was sold
during various times during the year to 30 different investors buying a
total of 732,000 common shares of the Company's stock. Total proceeds, from
the offerings, as of the period ended December 31, 1997 were $ 36,600.
Note E: Founder's stock and stock options
- -----------------------------------------
At the organizational meeting of the board of directors it was voted on
that the officers of the Company be given shares of common stock in
exchange for services provided. That amount was 24,000,000 shares. Fair
value of the stock was established at the par value of $.05 since there
were sales to outside third party investors at the par value amount. The
Company recognized $ 1,200,000 of compensation expense for the year ended
December 31, 1997.
It was also voted upon to grant options to officers of the corporation and
MVI, an affiliated company along with one of the employees of MVI. The
options can be exercised at $.01. The options to be exercised are 1,250,000
and have no expiration date. These options are not compensatory and do not
represent services rendered. Therefore, no provision has been made to
account for these options until exercised by the parties.
Note E: Property, equipment and depreciation
- --------------------------------------------
Property and equipment are recorded at cost. Maintenance and repairs are
expensed as incurred; major renewals and betterments are capitalized. When
items of Property and equipment are sold or retired, the related costs and
accumulated depreciation are removed from the accounts and any gain or loss
is
F-9
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
Notes to Financial Statements
December 31, 1997
Note E: Property, equipment and depreciation (con't)
- ----------------------------------------------------
included in income.
Depreciation expense for the ended December 31, 1997 was $ 1,022.
NOTE F: Commitments
- -------------------
During the year, the Company had a purchase commitment to purchase coolers,
equipment and certain intangible assets from a nonaffiliated company. For
the period ended December 31, 1997, the outstanding amount that the Company
still owed was $ 42,458.
NOTE G: Going concern
- ---------------------
As of December 31, 1997, the Company had net losses from operating
activities which raise substantial doubt about its ability to continue as a
going concern.
The Company is in the process of raising initial working capital through a
public offering of its common stock, which is expected to provide liquidity
until operations become profitable. The Company has obtained a commitment
for up to $ 150,000 from a significant shareholder, Monterey Ventures, Inc
for fiinding over the next twelve months. The funds would be paid
distributed in increments per requests from the Company on an "as needed"
basis. Under the agreement, the Company can repay the borrowed funds in
increments as the Company receives payment from its' customers. Also in the
credit agreement is any funds needed for longer than twelve months would be
considered long term debt. This type of funding, if needed, would be
structured for a twenty four or thirty six month payoff not to exceed $
25,000 in requests in the first year of operations.
The Company has signed an agreement with Internet Food Company to purchase
its' products. Internet Food Company has already penetrated the hotel and
gift basket market and has further developed a web site to market its
goods. The two companies are in the process of identifying specific
products that Home Web. Inc. would supply wholesale.
F-10
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
Notes to Financial Statements
December 31, 1997
Note G: Going concern (con't)
- -----------------------------
The Company's ability to continue as a going concern is dependent upon a
successful public offering and ultimately achieving profitable operations.
There is no assurance that the Company will be successful in its efforts to
raise additional proceeds or achieve profitable operations. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
Note H: Implementation of SOP 98-5
- ----------------------------------
The Company elects to account for the expensing of the start up costs of
the Company effective with the year beginning January 1, 1999.
F-11
<PAGE>
HOME.WEB, INCORPORATED
----------------------
(A Development Stage Company)
Monterey, Cafifornia
FINANCIAL STATEMENTS
with
INDEPENDENT AUDITOR'S REPORT
December 31, 1998
Prepared By:
HAWKINS ACCOUNTING
CERTEFIED PUBLIC ACCOUNTANT
SALINAS, CALIFORNIA
<PAGE>
HOME.WEB, INCORPORATED
(A Development Stage Company)
Index to Financial Statements
Page
----
Independent Auditor's Report ...................................... 2
Balance Sheet, December 31, 1998 .................................. 3
Statement of Operations, (inception)
Through December 31, 1998 ........................................ 4
Statement of Shareholders' Equity
December 31, 1998 ................................................ 5
Statement of Cash Flows,
Ended December 31, 1998 .......................................... 6
Summary of Significant Accounting Policies ......................... 7
Notes to Financial Statements ...................................... 8
<PAGE>
HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANT 341 MAIN STREET SALINAS CA 93901
(831) 759-1694 FAX (831) 759-1699
To the Board of Directors and Shareholders
Home Web, Incorporated
Monterey, California
Independent Auditor's Report
I have audited the balance sheet of Home Web, Incorporated (a development stage
company) as of December 31, 1998 and the related statements of operations,
shareholders' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material mi
sstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides reasonable basis for my
opinion.
In my opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Home Web,
Incorporated, as of December 31,1997 and the results of operations and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
The accumulated deficit during the development stage is $ 1,261,013.
The accompanying financial statements have been prepared Assuming the Company
will continue as a going concern. As discussed in Note G to the financial
statements, the Company has occurred net losses since inception, which raises
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.
/s/ Hawkins Accounting
Reissued June 3, 1999
January 13, 1999
<PAGE>
HOME.WEB, INCORPORATED
----------------------
(A Development Stage Company)
BALANCE SHEET
December 31, 1998
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current Assets
Cash in bank-Fkst National $ 97
Accounts receivable 1,450
-----
Total Current Assets 1,547
Equipment
Coolers and equipment 40,308
Office equipment 9,841
-----
50,149
Ammulated depreciation (5,285)
------
Total Equipment 44,864
Other assets
Organizational expenses 3,960
Trade name 11,000
------
14,960
Accumulated amortization (1,584)
------
Total Other Assets 13,376
------
TOTAL ASSETS $ 59,787
============
LIABILITIES AND CAPITAL
Current liabilities 800
---
California Franchise Tax 800
Total Current Liabilities
800
TOTAL LIABILITIES
Common Stock 1,367,350
Paid in capital (37,350)
Deficit accumulated during development stage 1,261,013
---------
TOTAL CAPITAL 58,987
------
TOTAL LIABILITIES AND CAPITAL $ 59,787
============
</TABLE>
See accompanying notes and accountant's report
F-3
<PAGE>
HOME.WEB, INCORPORATED
----------------------
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the year ending December 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
During
Development
Stage
-----
<S> <C> <C>
Revenue
Sales 7,265
Cost Of sales 5,193
-----
Gross margin 2,072
Expenses
Advertising 785
Amortization 792
Consulting fees 4,496
Equipment rental 2,339
Depreciation 4,263
License and taxes 225
Meals and entertainment 302
Office help 10,841
Office supplies 2,783
Postage 621
Travel 1,720
Telephone and utilities 1,030
Rent 900
Business start up costs 10,480
Compensation due stock issuance ------
Total expenses 41,577
------
(Loss) from operations (39,505)
Other income (expense)
Interest (50)
Nondeductible penalties (166)
State tax expense (800)
----
Total other expenses (1,016)
------
------------
Net loss $ (40,521) $ (1,261,013)
============= =============
Loss per shere
of common stock $ (0.0021) (0.0474)
============= ========
Weighted average of
shares outstanding 26,563,959 26,563,959
========== ==========
</TABLE>
See accompanying notes and accountant's report
F-4
<PAGE>
HOME.WEB, INCORPORATED
----------------------
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
December 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Paid in During
------------ Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
Balance,
December 31, 1997 24,732,000 $ 1,236,600 $ (1,220,492) $ 16,108
Options exercised 900,000 45,000 (37,350) 7,650
Common stock
issued 1,515,000 75,750 75,750
Net loss for the
period ended
December 31, 1998 (40,521) (40,521)
---------- --------- ------- ------- -------
27,147,000 1,357,350 (37,350) (1,261,013) $ 58,987
========== ========= ======= ========== =========
</TABLE>
See accompanying notes and accourftnt!s report
F-5
<PAGE>
HOME.WEB, INCORPORATED
----------------------
(A Development Stage Company)
STATEMENT OF CASH FLOWS-INDIRECT METHOD
For the year ending December 31, 1998
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (40,521)
Adjustment to reconcile net income to net cash
provided by operating activities
Depreciation and amortization 5,065
Increase in accounts receivable (50)
Decrease in accounts payable (5,500)
------
NET CASH PROVIDED BY OPERATING ACTIVITIES (41,016)
INVESTING ACTIVITIES
Increase in other assets 11,000
Purchase of property, plant and equipment 31,554
------
NET CASH USED IN INVESTING ACTIVITIES 42,554
FINANCING ACTIVITIES
Sale of common stock 83,400
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (170)
Cash and cash equivalents at beginning of the year 267
---
CASH AND CASH EQUIVALENTS AT END OF YEAR 97
==
</TABLE>
See accompanying notes and accountant's report
F-6
<PAGE>
HOME.WEB, INCORPORATED
----------------------
(A Development Stage Company)
Summary of Significant Accounting Policies
December 31, 1998
Development Stage Company
- -------------------------
Home Web, Inc. (the "Company") is in the development stage in accordance
with Statement of Financial Accounting Standards (SFAS) No. 7.
Use of estimates
- ----------------
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from these estimates.
Cash equivalents
- ----------------
For the purpose of the statement of cash flows, the company considers all
highly liquid debt instruments purchased with the original maturity of
three months or less to be cash equivalents.
Organization and Business Start Up and Amortization
- ---------------------------------------------------
Organization costs are recorded at cost. Amortization is calculated by the
straight-line method over a period of sixty months. Amortization for the
year ending December 31, 1998 $ 792.
Income Taxes
- ------------
Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus deferred
taxes related primarily to differences between the recorded book basis and
tax basis of assets and liabilities for financial and income tax reporting.
The deferred tax assets and liabilities represent the future tax return
consequences of those differences, which will either be taxable or
deductible when the assets and liabilities are recovered or settled.
Deferred taxes are also recognized for operating losses that are available
to offset future taxable income and tax credits that are available to
offset future federal income taxes.
Common Stock
- ------------
Common stock is at .05 par value with 50,000,000 shares authorized,
27,147,000 outstanding as of December 31, 1998.
F-7
<PAGE>
HOME.WEB, INCORPORATED
----------------------
(A Development Stage Company)
Note to Financial Statements
December 31, 1998
Note A: Background
----------
The Company was incorporated under the laws of the State of Nevada on
September 15, 1995. The principal activities of the Company, from the
beginning of the development stage, have been organizational matters and
the sale of stock. The Company was formed to sell wholesale gourmet and
specialty cheese on the Internet. During the year ended December 31, 1998
the Company had sales and incurred expenses againstthose sales, but the
activity was immaterial for the purposes of SFAS No. 7.
Note B: Related Party Transactions
--------------------------
The Company entered into an agreement with Monterey Ventures, Inc. ("MVI"),
an affiliated company and a shareholder, whereby, MVI will provide
investment banking and other consulting services to the Company. The
agreement is for $10,000 of which $5,500 was paid in 1998. The Company also
paid rent to MVI under a rental agreement $900 during the year ending
December 31, 1998. Total other reimbursements to MVI for office expense,
phone service etc. amounting to $5,790 for the year.
Note C: Income taxes
------------
The benefit for income taxes from operations consisted of the following
components: current tax benefit of $6,078 resulting from a net loss before
income taxes, and deferred tax expenses of $6,078 resulting from a
valuation allowance recorded againstthe deferred tax asset resulting from
net operating losses. Net operating carryforward will expire in 2013.
The valuation allowance will be evaluated at the end fo each year,
considering positive and negative evidence about whether the asset will be
realized. At the time, the allowance will either be increased or reduced;
reduction would result in the complete elimination of the allowance if
positive evidence indicates that the value of the deferred tax asset is no
longer required.
F-8
<PAGE>
HOME.WEB, INCORPORATED
----------------------
(A Development Stage Company)
Note to Financial Statements
December 31, 1998
NOTE C: Income taxes (con't)
--------------------
The income tax returns were filed without taking into consideration the
$1,200,000 deduction for the issuance of common stock for compensation of
services in the prior year. Net operating losses that are being carried
forward are only the amounts that are represented by cash flows. No
deferred tax asset has been set up to book the tax benefit of the $
1,200,OOO stock for services.
NOTE D: Public stock offering
---------------------
During the period ended December 31, 1998, pursuant to an exemption under
Rule 504 of Regulation D of the Securities Act of 1933, as amended (the
Act), the Company sold solely to accredited and/or sophisticated investors,
its common stock. Each share has a par value of $ .05. The stock was sold
during various times during the year to 32 different investors buying a
total of 2,415,000 common shares of the Company's stock. Total proceeds,
from the offerings, as of the period ended December 31, 1998 were $ 83,400.
Note E: Stock options
-------------
It was also voted upon at the organizational meeting during 1997 to grant
options to officers of the corporation and MVI, an affiliated company along
with one of the employees of MVI. The options can be exercised at $.001,
The options to be exercised are 1,250,000 and have no expiration date.
These options are not compensatory and do not represent services rendered.
Therefore, no provision has been made to account for these options until
exercised by the parties.
During the year ended December 31, 1998 MVI exercised its stock options as
did one of the founders and a key employee of MVI. Two of the remaining
founders did not exercise their options during the year. These options
total 350,000 shares. These options are treated as non compensatory options
and will be accounted for when the options will be exercised.
Note E: Property, equipment and depreciation
------------------------------------
Property and equipment are recorded at cost. Maintenance and repairs are
expensed as incurred, major renewals and betterments, am capitalized. When
items of property and equipment are sold or retired, the related costs and
accumulated depreciation are removed from the accounts and any gain or loss
is
F-9
<PAGE>
HOME.WEB, INCORPORATED
----------------------
(A Development Stage Company)
Note to Financial Statements
December 31, 1998
Note E: Property, equipment and depreciation (con't)
--------------------------------------------
included in income.
Depreciation expense for the ended December 31, 1998 was $4.263.
NOTE F: Major customer
--------------
During the year, the Company had a purchase commitmentt to purchase the
Company's merchandise from a non-affiliated company. This customer is also
to take physical possession of the Company's major assets and use those
assets in the ordinary course of its business. Terms are discussed more
fully in Note G.
NOTE G: Going concern
-------------
As of December 31, 1999, the Company had net losses from operating
activities which raise substantial doubt about its ability to continue as a
going concern.
The Company is in the process of raising initial working capital through a
public offering of its common stock, which is expected to provide liquidity
until operations become profitable, The Company has obtained a commitment
for up to $ 150,000 from a significant shareholder, Monterey Ventures, Inc
for funding over the next twelve months. The funds would be paid
distributed in increments per requests from the Company on an "as needed"
basis, Under the agreement, the Company can repay the borrowed funds in
increments as the Company receives payment from its' customers. Also in the
credit agreement is any funds needed for longer than twelve months would be
considered long term debt. This type of funding, if needed, would be
structured for a twenty four or thirty six month payoff not to exceed S
25,000 in requests in the first year of operations.
The Company has signed an agreement with Internet Food Company to purchase
its' products. Internet Food Company has already penetrated the hotel and
gift basket market and has further developed a web site to market its
goods. The two companies am in the process of identifying specific products
that Home Web, Inc. would supply wholesale.
F-10
<PAGE>
HOME.WEB, INCORPORATED
----------------------
(A Development Stage Company)
Note to Financial Statements
December 31, 1998
Note G: Going Concern (con't)
---------------------
The Company's ability to continue as a going concern is dependent upon a
successfid public offering and ultimately achieving profitable operations.
There is no assurance that the Company will be successful in its efforts to
raise additional proceeds or achieve profitable operations. The financial
statements do not include any Austments that might result from the outcome
of this uncertainty.
Note H: Implementation of SOP 98-5
--------------------------
The Company elects to account for the expensing of the start up costs of
the Company effective with the year beginning January 1, 1999.
F-11
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
Index to Financial Statements
Page
Accountant's Review Report 2
Balance Sheet, March 31, 1999 3
Statement of Operations, Three months
Ending Match 31, 1999 4
Statement of Retained Earnings
March 31, 1999 5
Statement of Cash Flows,
March 31, 1999 6
Summary of Significant Accounting Policies 7
Notes to Financial Statements 8
<PAGE>
HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANT 341 MAIN STREET SALINAS CA 93901
(831) 758-1694 FAX (831) 758-1699
To the Board of Directors and Shareholders
Home Web, Incorporated
Monterey, California
I have reviewed the accompanying balance sheet of Home Web, Incorporated as of
March 31, 1999, and the related statements of income and retained earnings and
cash flows for the three months then ended March 31, 1999 and March 31, 1998, in
accordance with Statements on Standards for Accounting and review Services
issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of Home Web, Incorporated.
A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be
made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
/s/ Hawkins Accounting
Reissued June 4, 1999
April 1, 1999
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
BALANCE SHEET
March 31, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current Assets
Cash in bank-First National $ 82
Accounts receivable 1,450
-----
Total Current Assets 1,532
Equipment
Coolers and equipment 40,308
Office equipment 9,841
-----
50,149
Accumulated depreciation (6,606)
------
Total Equipment 43,543
Other assets
Trade name 11,000
------
Total Other Assets 11,000
------------------ ------
TOTAL ASSETS $ 56,075
=============
LIABILITIES AND CAPITAL
Current liabilities
Accounts payable 13,442
Loan from affiliate 100
California Franchise Tax 1,600
-----
Total Current Liabilities 15,142
TOTAL LIABILITIES 15,152
Common stock 1,357,850
Paid in capital (37,350)
Deficit accumulated during development stage (1,279,567)
----------
TOTAL CAPITAL 40,933
------
</TABLE>
See accompanying notes and accountant's report
F-3
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the three months ending March 31, 1999 and 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
During
1999 1998 Development
---- ---- Stage
-----
<S> <C> <C> <C>
Revenue
Sales $ 528 $ 1,100
Cost of sales 523 1,046
--- -----
Gross margin 5 54
Expenses
Advertising 143
Amortization 492
Consulting fees 1,000 13,000
Equipment rental 1,311
Depreciation 1,321 1,248
License and taxes 140
Meals and entertainment 302
Office help 6,005
Office supplies 120 1,638
Postage 379
Travel 30
Telephone and utilities 748
Development stage expense 12,952
Organization costs 2,366
----- ------
Total expenses 17,759 25,436
------ ------
(Loss) from operations (17,754) (25,382)
Other income (expense)
Interest (50)
Nondeductible penalties
State tax expense (800) (800)
---- ----
Total other expenses (800) (850)
---- ----
------------- --------------
Net loss $ (18,554) $ (26,232) $ (1,266,115)
============ ============= ============
Lose per share
of common stock $ (0.0007) $ (0.0010) $ (0.0466)
============ ============= ============
Weighted average of
shares outstanding 27,157,000 25,510,834 27,157,000
========== ========== ==========
</TABLE>
See accompanying notes and accountant's report
F-4
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
December 31, 1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Paid in During
------------ Development
Shares Amount capital Stage Total
------ ------ ------- ----- -----
<S> <C> <C> <C> <C> <C>
Balance,
December 3l, 1998 27,147,000 $ 1,357,350 (37,350) $ (1,261,013) $ 58,987
Options exercised 0 0
Common stock
issued 10,000 500 500
Net loss for the
period ended
December 31, 1998 (18,554) (18,554)
---------- --------- ------- -------- --------
27,157,000 $ 1,357,850 (37,350) $ (1,279,567) $ 40,933
========== =========== ======= ============ =========
</TABLE>
See accompanying notes and accountant's report
F-5
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A Development Stage Company)
STATEMENT OF CASH FLOWS-INDIRECT METHOD
For the three months ending March 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (15,688) $ (26,232)
Adjustment to reconcile net income to net cash
provided by operating activities
Depreciation 1,321 1,740
Increase in accounts receivabho (66)
Increase in current liabilities 14,352 4,550
NET CASH PROVIDED BY OPERATING ACTIVITIES (15) (20,008)
INVESTING ACTIVITIES
Increase in other assets
Purchase of property, plant and equipment 28,469
28,459
NET CASH USED IN INVESTING ACTIVITIES
FINANCING ACTIVITIES
Sale of common stock 49,300
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (15)
833
Cash and cash equivalents at the beginning of the period 97 267
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 82 $ 1,100
Supplemental schedule of noncesh operating and financing
activities
The Company issued 10,000 shares of common stock
with a par value of $.05 and a market value of $.05
for legal fees.
The Company expensed in the current year in
accordance with SOP-90-05 organization costs
with a net book value of $ 2,366.
</TABLE>
See accompanying notes and accountant's report
F-6
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A DEVELOPMENT STAGE COMPANY)
Summary of Significant Accounting Policies
March 31, 1999
Development Stage Company
- -------------------------
Home Web, Inc. (the "Company") is in the development stage in accordance
with Statement of Financial Accounting Standards (SFAS) No. 7.
Use of estimates
- ----------------
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from these estimates.
Cash equivalents
- ----------------
For the purpose of the statement of cash flows, the company considers all
highly liquid debt instruments purchased with the original maturity of
three months or less to be cash equivalents.
Organization and Business Start Up and Amortization
- ---------------------------------------------------
Organization costs were expensed during the period ending March 31, 1999 in
accordance with SOP 98-5. Management made the election to expense the costs
for years beginning Januwy 1, 1999.
Income Taxes
- ------------
Income taxes am provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus deferred
taxes related primarily to differences between the recorded book basis and
tax basis of assets and liabilities for financial and income tax reporting.
The deferred tax assets and liabilities represent the future tax return
consequences of those differences, which will either be taxable or
deductible when the assets and liabilities are recovered or settle.
Deferred taxes are also recognized for operating losses that are available
to offset future taxable income and tax credits that are available to
offset future federal income taxes.
Common Stock
- ------------
Common stock is at .05 par value with 50,000,000 shares authorized,
27,157,000 outstanding as of March 31, 1999.
F-7
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
March 31, 1999
Note A: Background
- ------------------
The Company was incorporated under the laws of the State of Nevada on
September 15,1995. The principal activities of the Company, from the
beginning of the development stage, have been organizational matters and
the sale of stock. The Company was formed to sell wholesale gourmet and
specialty cheese on the Internet. During the period ending March 31, 1999
the Company had sales and incurred expenses against those sales, but the
activity was immaterial for the purposes of SFAS No. 7.
Note B: Related Party Transactions
- ----------------------------------
There were no material related party transactions for the three month
period ending March 31, 1999.
For the three month period ending March 31, 1999 the Company paid to
Monterey Ventures a total of $7,210 for overhead expenses such as office
help and computer equipment. Monterey Ventures has a management contract
with the Company and is a shareholder in the Company.
During the period of March 31, 1998 the Company paid one of its founders
$500 for consulting services to the Company.
Note C: Income taxes
- --------------------
The benefit for income taxes from operations consisted of the following
components: current tax benefit of $2,783 for March 31, 1999 and $3,935 as
of March 31, 1998 resulting from a net loss before income taxes, and
deferred tax expenses of $2,783 and $3,935 respectively resulting from a
valuation allowance recorded against the deferred tax asset resulting from
net operating losses. Net operating loss carryforward will expire in 2013.
The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the asset will be
realized, At the time, the allowance will either be increased or reduced;
reduction would result in the complete elimination of the allowance if
positive evidence indicates that the value of the deferred tax asset is no
longer required.
F-8
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
March 31, 1999
NOTE C: Public stock offering
- -----------------------------
During the periods ending March 31, 1999 and 1998, pursuant to an exemption
under Rule 504 of Regulation D of the Securities Act of 1933, as amended
(the Act), the Company sold solely to accredited and/or sophisticated
investors, its common stock. The only transaction during the period of
March 31, 1999 was 10,000 shares of stock issued to the corporate counsel
in exchange for legal services to the corporation.
During the period of March 31, 1998 there were various transactions to
fifteen different accredited and/or sophisticated investors. Total proceeds
from these transactions were $49,300.
Note D: Stock options
- ---------------------
It was also voted upon at the organizational meeting during 1997 to grant
options to officers of the corporation and MVI, an affiliated company along
with one of the employees of MVI. The options can be exercised at $.001.
The options to be exercised are 1,250,000 and have no expiration date.
These options are not compensatory and do not represent services rendered.
Therefore, no provision has been made to account for these options until
exercised by the parties.
During the period ended March 31, 1998 MVI exercised its stock options as
did one of the founders and a key employee of MVI. Two of the remaining
founders did not exercise their options during the year. These options
total 350,000 shares. These options are treated as non-compensatory options
and will be accounted for when the options will be exercised.
There were no options exercised during the three-month period ending March
31, 1999.
Note E: Property, equipment and depreciation
- --------------------------------------------
Property and equipment are recorded at cost. Maintenance and repairs are
expensed as incurred; major renewals and betterments are capitalized. When
items of property and equipment are sold or retired, the related costs and
accumulated depreciation are removed from the accounts and any gain or loss
is included in income.
Depreciation expense for the period ending March 31, 1999 and 1998 was
$1,321 and $1,428 respectively.
F-9
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
March 31, 1999
NOTE F: Major customer
- ----------------------
The Company had a purchase commitment to purchase the Company's merchandise
from a non-affiliated company. This customer is also to take physical
possession of the Company's major assets and use those assets in the
ordinary course of its business. Terms am discussed more fully in Note G.
NOTE G: Going concern
- ---------------------
As of December 31, 1998, the Company had net losses from operating
activities which raise substantial doubt about its ability to continue as a
going concern.
The Company is in the process of raising initial working capital through a
public offering of its common stock, which is expected to provide liquidity
until operations become profitable. The Company has obtained a commitment
for up to $150,000 from a significant shareholder, Monterey Ventures, Inc
for funding over the next twelve months. The funds would be paid
distributed in increments per requests from the Company on an "as needed"
basis. Under the agreement, the Company can repay the borrowed funds in
increments as the Company receives payment from its' customers. Also in the
credit agreement is any funds needed for longer than twelve months would be
considered long term debt. This type of funding, if needed, would be
structured for a twenty four or thirty-six month payoff not to exceed
$25,000 in requests in the first year of operations.
The Company has signed an agreement with Internet Food Company to purchase
its' products. Internet Food Company has already penetrated the hotel and
gift basket market and has further developed a web site to market its
goods. The two companies are in the process of identifying specific
products that Home Web. Inc. would supply wholesale.
The Company's ability to continue as a going concern is dependent upon a
successful public offering and ultimately achieving profitable operations.
There is no assurance that the Company will be successful in its efforts to
raise additional proceeds or achieve profitable operations. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
F-10
<PAGE>
HOME WEB, INCORPORATED
----------------------
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
March 31, 1999
Note H: Material adjustments
- ----------------------------
Management represents that all material adjustments to the financial
statements have been made.
F-11
<PAGE>
PART III
EXHIBITS
Item 1. Index to Exhibits
Exhibit 3
3a. Articles of Incorporation and Amendments
3b. Bylaws*
Exhibit 10
10a. Investment Banking Agreement*
10b Purchasing Agreement
10c Loan Commitment Letter
Exhibit 23
23a. Consent of Accountant
Exhibit 27
Financial Data Schedule
Exhibit 99
99a. Stock Option Agreement*
99b. Private Placement Memorandum dated July 1, 1997*
99c. Meeting Minutes dated June 1, 1997*
99d. Meeting Minutes dated June 20, 1997*
99e. Meeting Minutes dated September 1, 1997*
99f. Meeting Minutes dated December 18, 1997*
99g. Meeting Minutes dated June 30, 1998*
99h. Meeting Minutes dated September 14, 1998*
* indicates previously submitted exhibit
Item 2. Description of Exhibits
As listed in the above Index, the appropriate exhibits are being
filed. The additional exhibits are marked and filed. The issuer is not a
Canadian issuer and is not filing a written consent and power of attorney.
SIGNATURES
The issuer has duly caused this offering statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Monterey, State of California, on June 14, 1999.
HOME.WEB, INC.
/s/ Dennis Davis
-----------------------
Dennis Davis, President
16
<PAGE>
This offering statement has been signed by the following persons
in the capacities and on the dates indicated.
/s/ Dennis Davis June 14, 1999
- ---------------------------------------- --------------------
Dennis Davis, Director Date
/s/ Cornelia Davis June 14, 1999
- ---------------------------------------- --------------------
Cornelia Davis, Director Date
/s/ Florence Grigsby Roberts June 14, 1999
- ---------------------------------------- --------------------
Florence Grigsby Roberts, Director Date
17
<PAGE>
ARTICLES OF INCORPORATION
OF
HOME.WEB, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned incorporator, being a natural person of the age of
eighteen (18) years or more, and desiring to form a corporation under the
laws of the State of Nevada, does hereby sign, verify and deliver in
duplicate to the Secretary of State of the State of Nevada these ARTICLES OF
INCORPORATION.
ARTICLE I
NAME
The name of the corporation shall be Home-Web, Inc.
ARTICLE II
PERIOD OF DURATION
This corporation shall exist perpetually unless dissolved according to
law.
ARTICLE III
PURPOSE
The purpose for which this corporation is organized is to transact any
lawful business or businesses for which corporations may be incorporated
pursuant to the Domestic and Foreign Corporation Laws of the State of
Nevada.
ARTICLE IV
CAPITAL
The aggregate number of shares which this corporation shall have the
authority to issue is ten million (10,000,000) shares, with a par value of
$-001 per share, which shares shall be designated common stock. No share
shall be issued until it has been paid for, and it shall thereafter be
nonassessable.
<PAGE>
ARTICLE V
PREEMPTIVE RIGHTS
A shareholder of the corporation shall not be entitled to a preemptive
right to purchase, subscribe for, or otherwise acquire any unissued or
treasury shares of stock of the corporation, or any options or warrants to
purchase, subscribe for or otherwise acquire any such unissued or treasury
shares, or any shares, bonds, notes, debentures, or other securities
convertible into or carrying options or warrants to purchase, subscribe for
or otherwise acquire any such unissued or treasury shares.
ARTICLE VI
CUMULATIVE VOTING
The shareholders shall not be entitled to cumulative voting.
ARTICLE VII
SHARE TRANSFER RESTRICTIONS
The corporation shall have the right to impose restrictions upon the
transfer of any of its authorized shares or any interest therein. The Board
of Directors is hereby authorized on behalf of the corporation to exercise
the corporation's right to so impose such restrictions.
ARTICLE VIII
PRINCIPAL AND REGISTERED OFFICE AND AGENT
The initial registered office of the corporation shall be at C/o Rite,
Inc., 1905 South Eastern Avenue, Las Vegas, Nevada 89104, and the name of
the initial registered agent at such address is Dolores Passaretti. Either
the principal registered office or the registered agent may be changed in
the manner provided by law. -
The corporation may also maintain an office or offices at such other
places within or outside of the State of Nevada as it may from time to time
determine. Corporate business of every kind and nature may be conducted and
meeting of Directors and stockholders held outside of the State of Nevada
the same as in the State of Nevada.
2
<PAGE>
ARTICLE IX
INITIAL BOARD OF DIRECTORS
The initial Board of Directors of the corporation shall consist of
two-(2).'directors, and the names and addresses of the persons who shall
serve as directors until the rust annual meeting of shareholders or until
their successors are elected and shall qualify are:
Diane Button
3844 30th Street
Phoenix, Arizona 85016
Ronald Saunders
P.O. Box 1577
Carmel Valley, California 93924
The number of directors shall be fixed in accordance with the Bylaws.
ARTICLE X
INDEMNIFICATION
Subject to the fullest rights of indemnification and limitation of
liability granted by the Domestic and Foreign Corporation Laws of the State
of Nevada as it may be amended from time to time;
1. The corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation),
by reason of the fact that he is or was a director, officer, employee,
fiduciary or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, fiduciary or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorney fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith and in a
manner he reasonably believed to be in the best interests of the corporation
and, with respect to any criminal action of proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, or conviction or plea of
nolo contendere or its equivalent shall not of itself create a presumption
that the person did not act in good faith and in a manner which he
3
<PAGE>
reasonably believed to be in the best interests of the corporation and, with
respect to any criminal action or proceeding, had reasonable cause to
believe his conduct was unlawful.
2. The corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, fiduciary or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney fees) actually and reasonably incurred
by him in connection with the defense of settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed to be in
the best interests of the corporation; but no indemnification shall be made
in respect of any claim, issue, or matter as to which such person had been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless and only to the extent that the court in
which such action or suit was brought determines upon application that,
despite the adjudication of liability, in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnification for
such expenses which such court deems proper.
3. To the extent that a director, officer, employee, fiduciary or agent
of a corporation has been successful on the merits in defense of any action,
suit or proceeding referred to in (1) or (2) of this Article X or in defense
of any claim, issue, or matter therein, he shall be indemnified against
expenses (including attorney fees) actually and reasonably incurred by him
in connection therewith.
4. Any indemnification under 1 or 2 of this Article X (unless ordered
by a court) and as distinguished from 3 of this Article shall be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee, fiduciary or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in 1 or 2 above. Such determination shall be made by the
Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or, if such a
quorum is not obtainable or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or by the shareholders.
5. Expenses (including attorney fees) incurred in defending a civil or
criminal action, suit, or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding as
authorized in 3 or 4 of this Article X upon receipt of an undertaking by or
on behalf of the director, officer, employee, fiduciary or agent to repay
such amount unless it is ultimately determined that he is entitled to be
indemnified by the corporation as authorized in this Article X.
6. The indemnification provided by this Article X shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any bylaw, agreement,
4
<PAGE>
vote of shareholders of disinterested directors, or otherwise, and any
procedure provided for by any of the foregoing, 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, employee, fiduciary or agent and shall inure to the benefit of
heirs, executors, and administrators of such a person.
7. The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, fiduciary or agent of
the corporation or who is or was serving at the request of the corporation
as a director, officer, employee, fiduciary or agent 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 such liability under provisions of this Article.
8. To the fullest extent provided in said Act, the Officers, Directors
and agents of the corporation shall not be liable to the corporation or its
shareholders for monetary damages.
ARTICLE XI
TRANSACTIONS WITH INTERESTED DIRECTORS
No contract or other transaction between the corporation and one (1)
or more of its directors or any other corporation, firm, association, or
entity in which one (1) or more of its directors are directors or officers
are financially interested shall be either void or voidable solely because
of such relationship or interest, or solely because such directors are
present at the meeting of the Board of Directors or a committee thereof
which authorizes, approves, or ratifies such contract or transaction, or
solely because their votes are counted for such purpose if:
(A) The fact of such relationship or interest is disclosed or known to
the Board of Directors or committee which authorizes, approves, or ratifies
the contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors.
(B) The fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve, or ratify
such contract or transaction by vote or written consent; or
(C) The contract or transaction is fair and reasonable to the
corporation.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorizes, approves, or ratifies such contract or
transaction.
5
<PAGE>
The officers, directors and other members of management of this
corporation shall be subject to the doctrine of "corporate opportunities"
only insofar as it applies to business opportunities in which this
corporation has expressed an interest as determined from time to time by
this corporation's Board of Directors as evidenced by resolutions appearing
in the corporation's minutes. Once such areas of interest are delineated,
all such business opportunities within such areas of interest which come to
the attention of the officers, directors, and other members of management of
this corporation shall be disclosed promptly to this corporation and made
available to it. 'Me Board of Directors may reject any business opportunity
presented to it and thereafter any officer, director or other member of
management may avail himself of such opportunity. Until such time as this
corporation, through its Board of Directors, has designated an area of
interest, the officers, directors and other members of management of this
corporation shall be free to engage in such areas of interest on their own
and this doctrine shall not limit the rights of any officer, director or
other member of management of this corporation to continue a business
existing prior to the time that such area of interest is designated by the
corporation. This provision shall not be construed to release any employee
of this corporation (other than an officer, director or member of
management) from any duties which he may have to this corporation.
ARTICLE XII
VOTING OF SHAREHOLDERS
With respect to any action to be taken by shareholders of this
corporation, a vote or concurrence of the holders of a majority of the
outstanding shares of the shares entitled to vote thereon, or of any class
or series, shall be required.
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator is as follows: Roger V.
Davidson, 1375 Walnut, Suite 200, Boulder, Colorado 80302.
IN WITNESS WHEREOF, the above-named incorporator signed these
ARTICLES OF INCORPORATION on September 12,1995.
/s/ Roger V. Davidson
---------------------
Roger V. Davidson, Incorporator
6
<PAGE>
STATE OF COLORADO )
) ss.
COUNTY OF BOULDER )
Subscribed and sworn to before me on this 12th day of September, 1995
by Roger V. Davidson.
[SEAL] Notary Public
My Commission Expires: August 25, 1999
<PAGE>
RECEIVED
JUL 15 1998
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
HOME.WEB, INC.
--------------
(Name of Corporation)
We the undersigned Dennis Davis and Cornelia Davis of Home.Web, Inc.
do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convened, held on the 20th day of June, 1997 adopted a resolution to amend
the original Articles as follows:
Article IV is hereby amended to read as follows:
The aggregate number of shares which this corporation shall have the
authority to issue is fifty million (50,000,000) shares, with a par value
of $0.001 per share, which shares shall be designated common stock. No
share shall be issued until it has been paid for and it shall thereafter be
nonassessable.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is __________-; that
the said Articles and amendment have been authorized and approved by a
majority vote of the stockholders holding at least a majority of each class
of stock outstanding and entitled to vote thereon.
/s/ Dennis Davis
----------------
President
/s/ Cornelia Davis
------------------
Secretary
<PAGE>
RECEIVED
JUL 15 1998
SECRETARY OF STATE
FIRST AMERICAN
)
STATE OF CALIFORNIA )ss.
COUNTY OF MONTEREY )
On July 13, 1998 before me, JAMES A. FONTES, Notary Public, personally appeared
DENNIS DAVIS and CORNELIA DAVIS personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s) or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature /s/ James A.Fontes
------------------
First American Title Insurance Company
<PAGE>
PURCHASING AGREEMENT
This agreement made this 6th day of May 1999, by and between Home.Web,
Inc., hereinafter referred to as "Seller," and Internet Food Company, Inc.,
hereinafter referred to as "Buyer."
RECITALS
A. Buyer desires to purchase a variety of Monterey Jack Cheese from Seller.
B. Buyer desires to purchase a variety of Gourmet Food products from Seller.
C. Buyer desires to allow seller to co-advertise on the Buyer's web site.
FEES
1. Cheese 5% mark-up from Seller's cost if paid COD.
10% mark-up from Seller's cost if paid in 7 days.
15% mark-up from Seller's cost if paid in 15 days.
**Invoice must be paid within 15 days of delivery date.**
2. Gourmet Food Products 10% mark-up from Seller's cost if paid COD.
15% mark-up from Seller's cost if paid in 10 days.
20% mark-up from Seller's cost if paid in 15 days.
25% mark-up from Seller's cost if paid in 30 days.
**Invoice must be paid within 30 days of delivery date.**
TERMS
Private Label Development
- -------------------------
(a) Buyer will be responsible for cost incurred for the development of product
and labels special ordered by buyer.
(b) Seller will not disclose to other clients the ingredients of special
products developed for Internet Food Company, Inc.
ATTORNEY FEES
If any litigation is commenced between Buyer and Seller concerning this
agreement, then the prevailing party in such litigation shall be entitled to, in
addition to the relief that may be granted, a reasonable sum for attorney fees.
ENTIRE AGREEMENT
This instrument contains the entire agreement between Buyer and Seller.
SELLER BUYER
/s/ Dennis Davis /s/ Diane S. Button
- ---------------- -------------------
Dennis Davis, President Diane S. Button, Secretary
Home.Web, Inc. Internet Food Company, Inc.
Date May 6, 1999 Date May 6, 1999
<PAGE>
MONTEREY VENTURES, INC.
380 FOAM ST., #210
MONTEREY, CA 93940
May 18, 1999
Mr. Dennis Davis, President
Home.Web, Inc.
PO Box 653
Pacific Grove, CA 93950
Re: Loan Commitment
Dear Dennis,
Home.Web, Inc. is improved for an internal line of credit in the amount of
One Hundred Fifty Thousand Dollars ($150,000). The terms and conditions are as
follows:
1. Amount: $150,000
2. Terms: 1 Year
3. Collateral: security agreement and UCC-1
covering accounts receivable,
inventory and equipment
4. Guarantor: Dennis Davis
5. Rate: 12% annual percentage rate
Fee: $150 documentation fee per
transaction.
6. Notes: Transactions can be in a series of
short-term notes, not to exceed
aggregate amount of $150,000.
Long-term notes, not to exceed 36
months with a minimum of $5,000 and
a maximum of $25,000.
24-month note requests must be a
minimum of $2,500 and a maximum of
$25,000.
Any long-term requests must stay within the $150,000 internal credit amount.
/s/ Dennis Davis /s/ Robert A. Strahl
- ---------------- --------------------
DENNIS DAVIS ROBERT A. STRAHL
PRESIDENT PRESIDENT
HOME.WEB, INC. MONTEREY VENTURES, INC.
<PAGE>
HAWKINS ACCOUNTING
CERTIFIED PUBLIC ACCOUNTANT 341 MAIN STREET SALINAS CA 93901
(831) 758-1694 FAX (831) 758-1699
June 14, 1999
CONSENT OF INDEPENDENT AUDITOR
As the independent auditor for Home.Web, Incorporate, I hereby consent to the
incorporation by reference in this Form 10SB Statement of my report, relating to
the financial statements and financial statement schedules of Home.Web,
Incorporated for the years ended December 31, 1998 and 1997 included on Form
10SB.
I further consent to the incorporation of my review report and financial
statements by reference in the Form 10-QSB. These statements cover the period
for March 31, 1999 and 1998.
/s/ Hawkins Accounting
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1998 DEC-31-1999
<PERIOD-END> DEC-31-1997 DEC-31-1998 MAR-31-1999
<CASH> 267 97 82
<SECURITIES> 0 0 0
<RECEIVABLES> 1,400 1,450 1,450
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 1,667 1,547 1,532
<PP&E> 18,595 50,149 50,149
<DEPRECIATION> (1,022) (5,285) (6,606)
<TOTAL-ASSETS> 22,408 59,787 43,543
<CURRENT-LIABILITIES> 6,300 800 15,142
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 1,236,600 1,357,350 1,357,850
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<TOTAL-LIABILITY-AND-EQUITY> 22,408 59,787 40,933
<SALES> 11,094 7,265 528
<TOTAL-REVENUES> 11,094 7,265 528
<CGS> 9,375 5,193 523
<TOTAL-COSTS> 9,375 5,193 523
<OTHER-EXPENSES> 1,221,411 41,577 17,759
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 (50) 0
<INCOME-PRETAX> (1,219,692) (39,505) (17,754)
<INCOME-TAX> (800) (800) (800)
<INCOME-CONTINUING> 0 0 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (1,220,492) (40,521) (18,554)
<EPS-BASIC> (0.076) (0.002) (0.001)
<EPS-DILUTED> (0.076) (0.002) (0.001)
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