UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the quarterly period
ended: September 30, 1998
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period from
_______ to _________
Commission file number: 000-24001
JVWEB, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 76-0552098
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
5444 Westheimer, Suite 2080, Houston, Texas 77056
(Address of principal executive officer) (Zip Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_No __
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court Yes
No ___
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares of common stock, $0.01 par value, outstanding as
of September 30, 1998: 7,903,100 shares
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X]
<PAGE>
JVWEB, INC.
PERIOD ENDED SEPTEMBER 30, 1998
INDEX
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Condensed financial statements of JVWeb, Inc.:
Balance sheet as of September 30, 1998 3
Income statements for the three months ended September 30, 1998
and period from October 28, 1997 (Date of Inception)
through September 30, 1998 4
Statement of stockholders' equity for the period from October
28, 1997 (Date of Inception) through September 30, 1998 5
Statements of cash flows for the three months ended
September 30, 1998 and period from October 28, 1997 (Date of
Inception) through September 30, 1998 6
Notes to financial statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
And Results of Operations 8
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 9
Item 6. Exhibits and Reports on Form 8-K. 9
(a)Exhibits
(b)Reports on Form 10-K
SIGNATURE 10
</TABLE>
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
JV WEB, INC.
(A Development Stage Company)
Balance Sheet
As of September 30, 1998
UNAUDITED
ASSETS
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<S> <C>
Cash $ 6,539
Inventory 8,946
Prepaid legal expenses 19,500
------
34,985
Office equipment and furniture
(net of $725 accumulated depreciation) 3,665
--------
TOTAL ASSETS $ 38,650
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 14,797
Notes payable - founding shareholder 38,000
Note payable - other 1,250
--------
TOTAL CURRENT LIABILITIES 54,047
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par, 10,000,000
shares authorized, no shares issued
or outstanding -
Common stock, $.01 par, 50,000,000
shares authorized, 7,903,100 shares
issued and outstanding 79,031
Paid in capital 259,668
Accumulated deficit during the
development stage (354,096)
--------
( 15,397)
---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 38,650
========
</TABLE>
See notes to financial statements.
<PAGE>
JV WEB, INC.
(A Development Stage Company)
Income Statements
Three Months Ended September 30, 1998, and the
Period from October 28, 1997 (Date of
Inception)Through September 30, 1998
UNAUDITED
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<CAPTION>
3 Months Inception
Ended Through
Sept.30 Sept. 30
<S> <C> <C>
REVENUES $ 16,315 $ 16,505
COST OF SALES
48
--------- ---------
Gross Margin $ 16,315 16,457
EXPENSES
General and administrative $ 195,596 369,868
Depreciation 195 725
--------- ---------
Net deficit accumulated during the
development stage $(179,476) $(354,096)
========= =========
Net loss per common share ($.02)
Weighted average shares outstanding 7,261,638
</TABLE>
See notes to financial statements.
<PAGE>
JV WEB, INC.
(A Development Stage Company)
Statement of Stockholders' Equity
Period from October 28, 1997 (Date of Inception)
Through September 30, 1998
UNAUDITED
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<CAPTION>
Accumulated
Deficit
During the
Common Stock Paid in Development
Shares Amount Capital Stage Totals
<S> <C> <C> <C> <C> <C>
Shares issued at
inception to
founding
shareholder,
for cash 6,200,000 $62,000 $ 7,516 $ 69,516
Shares issued for:
Cash 1,150,240 11,502 163,738 175,240
Services 482,860 4,829 89,114 93,943
Shares issued as a
deposit on purchase
of subsidiary 70,000 700 129,300 130,000
Returnable shares (130,000) (130,000)
Net deficit $(354,096) (354,096)
--------- --------- ---------- --------- --------
Balances,
September 30, 1998 7,903,100 $79,031 $259,668 $(354,096) $( 15,397)
========= ======= ======== ========== =========
</TABLE>
See notes to financial statements.
<PAGE>
JV WEB, INC.
(A Development Stage Company)
Statements of Cash Flows
Three Months Ended September 30, 1998, and the
Period from October 28, 1997 (Date of
Inception)
Through September 30, 1998
UNAUDITED
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<CAPTION>
3 Months Inception
Ended Through
Sept.30 Sept. 30
<S> <C> <C>
CASH FLOWS FROM OPERATIONS
Net deficit $(179,476) $(354,096)
Adjustments to reconcile net deficit
to cash provided from operating
activities
Depreciation 195 725
Common stock issued for services 33,943 93,943
Write off of deposits on purchase
of subsidiary 55,000 55,000
Decrease in employee advance 2,550
Increase in inventory ( 3,641) ( 8,946)
Increase in prepaid legal expense ( 19,500)
Increase in accounts payable 7,316 14,797
--------- ---------
NET CASH USED BY OPERATING ACTIVITIES ( 84,113) (218,077)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment and furniture ( 4,390)
Deposits on purchase of subsidiary ( 30,000) ( 55,000)
--------- ---------
NET CASH USED BY INVESTING ACTIVITIES ( 30,000) ( 59,390)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Notes payable to founding shareholder 38,000
Note payable - other 1,250
Issuance of common stock 120,240 244,756
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 120,240 284,006
--------- ---------
NET INCREASE IN CASH 6,127 6,539
CASH ON JUNE 30, 1998 412
--------- ---------
CASH ON SEPTEMBER 30, 1998 $ 6,539 $ 6,539
========= =========
</TABLE>
See notes to financial statements.
<PAGE>
JV WEB, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of JV Web, Inc., a Texas
corporation ("Company"), have been prepared in accordance with generally
accepted accounting principles and the rules of the Securities and Exchange
Commission ("SEC"), and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company's latest Annual Report
filed with the SEC on Form 10-KSB. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for the
most recent fiscal year ended June 30, 1998, as reported in Form 10-KSB, have
been omitted.
NOTE B - COMPREHENSIVE INCOME
As of July 1, 1998, the Company adopted Statement 130, Reporting Comprehensive
Income, which establishes new rules for the reporting on net income and
comprehensive income. As of September 30, 1998, the Company's reporting is not
affected by this pronouncement.
NOTE C - DEPOSIT FORFEITURE
The Company entered into an agreement on July 31, 1998 to acquire a financial
publication known as "Wall Street Whispers" from Time Financial Services, Inc.
("seller") for $140,000. As of September 30, 1998, $55,000 had been paid for
this purchase. Due to stock market volatility and Company concerns about overall
financing, the Company agreed to terminate the purchase obligation, and seller
was permitted to retain the $55,000. Consequently, the Company has recorded a
loss on this acquisition attempt.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS
The period ending September 30, 1998 was one of continued development
of the Company's business model. The Company maintains, on an on-going basis,
active efforts in pursuing its dual growth strategy: 1) having a strong fee for
service division, and 2) establishing joint ventures with proven brands.
In its fee for service division, the company is establishing the core
technical resources required to be a Strategic Internet Services Company. In the
joint venture division, the Company continues to evaluate branding opportunities
to partner up with.
The revenues for the quarter , reported as $16,315, were consulting fee
revenues that are one-time fees.
The material elements of the general and administrative expenses for the
quarter of $195,596 were: 1) common stock issued for services, $33,943, 2) the
write-off due to the termination of discussions on the acquisition of the
Whispers newsletter, $55,000, and 3) general operating expenditures of $84,113.
The Company has reduced operating expenditures significantly in the present
quarter in response to the termination of the Wall Street Whispers acquisition
discussed below.
On July 31, 1998, the Company entered into an Asset Purchase Agreement
(the "Agreement") to acquire all of the assets (collectively, the "Assets")
comprising a financial publication know as "Wall Street Whispers" (the
"Publication"). The Agreement provided for periodic installment payments on the
purchase price for the Assets and that title to the Assets would be transferred
to the Company upon full payment of the purchase price. Subsequent to the
execution of the Agreement, the decline in the stock market during August 1998,
the subsequent stock market volatility and the Company's concerns related to the
overall financing of the transaction, raised serious doubts as to the
desirability of consummating the acquisition of the Publication. After the
extension of the closing date for the acquisition and sale of the Assets twice,
and after an exhaustive analysis of this acquisition and the consideration of
several additional acquisition opportunities, the Company proposed to the
sellers of the Assets that they mutually terminate the proposed sale and
acquisition of the Publication. On October 30, 1998, the Company and such
sellers executed a termination agreement and mutual releases, mutually
terminating the proposed sale and acquisition. Consistent with the terms of the
Agreement, the sellers were permitted to retain all prior payments on the
purchase price for the Assets, which totaled $55,000.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the quarter ended September 30, 1998, the Company issued to
George Gearner 20,000 shares of the Company's common stock ("Common Stock") for
services rendered having a value determined to be $2,400. This issuance is
claimed to be exempt pursuant to Regulation D under the Act.
On May 12, 1998, the Company's Registration Statement on Form SB-2
(Commission File No. 333-43379) was declared effective by the U.S Securities and
Exchange Commission. The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1998 contained a detail discussion of the securities
registered by this Registration Statement. This discussion remains true and
correct as of the end of the quarter ended September 30, 1998 except in certain
regards discussed in the remainder of this paragraph. First, the Common Stock
and the Company's Class A Warrants ("Class A Warrants") have commenced trading.
In addition, 10,240 Class A Warrants have been exercised, and proceeds from such
exercises in the aggregate amount of $10,240 have been received by the Company.
All such proceeds have been used for general corporate purposes and were paid to
persons other than directors and officers of the Company and persons owning more
than 10% of any class of equity securities of the Company. Moreover, the Company
believes that LS Capital Corporation has sold material numbers of the shares of
Common Stock and Class A Warrants previously owned by it.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed with this Quarterly Report or
are incorporated herein by reference:
Exhibit
Number Description
27 Financial Data Schedule
(b) Reports on Form 8-K
The Registrant filed a Current Report on Form 8-K dated August
13, 1998 reporting on the execution of an agreement to acquire
the assets of a financial publication named "Wall Street
Whispers."
The Registrant filed a Current Report on Form 8-K dated
November 6, 1998 reporting on the termination of the
acquisition of Wall Street Whispers.
SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
JVWEB, INC.
(Registrant)
By: /s/Greg J. Micek
Greg J. Micek, President
(Principal Executive Officer, Principal
Financial Officer and Principal Accounting Officer)
Dated: November 16, 1998
EXHIBITS INDEX
Exhibit
Number Description
27 Financial Data Schedule
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<ARTICLE> 5
<LEGEND>
The financial data scheddule contains summary information extracted from Part I
of Form 10-QSB for the quarterly period ended September 30, 1998 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0001051902
<NAME> JVWeb, Inc.
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