Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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JVWEB, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0552098
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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5444 Westheimer,
Suite 2080
Houston, Texas 77056
(713) 622-9287
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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JVWEB, INC.
1998 CONSULTANT COMPENSATION PLAN
(Full title of the Plan)
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Greg J. Micek
President
5444 Westheimer,
Suite 2080
Houston, Texas 77056
(713) 622-9287
(Address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each class maximum maximum Amount of
of securities Amount to be offering aggregate Registration
to be registered registered(1) price per share(2) offering price(2) fee
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $1.00 $1,000,000.00 $295.00
par value $.01 shares
</TABLE>
(1) Represents the maximum number of shares which may be distributed pursuant to
this Registration Statement.
(2) Estimated solely for purposes of calculating the registration fee.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed by JVWeb, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) The Company's Registration Statement on Form SB-2 (file
no. 333-43379), as filed with the Commission on December 29, 1998, as
amended;
(b) The description of the Company's common stock, $.01 per value (the
"Common Stock"), set forth under the caption "Description of Registrant's
Securities to be Registered" in the Company's Registration Statement on Form 8-A
dated April 7, 1998 (which incorporates the description under the caption
""Description of Capital Stock" in the Company's Registration Statement on Form
SB-2 (file no. 333-43379), as filed with the Commission on December 29, 1997, as
amended), and all amendments and reports filed thereafter for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act"), prior to the filing of a post-effective amendment that indicates that all
securities offered hereby have been sold or which de-registers all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such document.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is 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, 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 or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner the person reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
in the case of criminal actions or proceedings, the person had no reasonable
cause to believe his conduct was unlawful. The statute contains additional
limitations applicable to criminal actions and to actions brought by or in the
name of the corporation. The determination as to whether a person seeking
indemnification has met the required standard of conduct is to be made (1) by a
majority vote of a quorum of disinterested members of the board of directors,
(2) by independent legal counsel in a written opinion, if such a quorum does not
exist or if the disinterested directors so direct, or (3) by the stockholders.
The Company's Bylaws require the Company to indemnify the Company's
directors and officers to the fullest extent authorized by the Delaware General
Corporation Law or any other applicable law in effect. The Company's Certificate
of Incorporation limits the personal liability of a director to the corporation
or its stockholders to damages for breach of the director's fiduciary duty.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Exhibit
4.1 Specimen Stock Certificate for Registrant's Common Stock
(incorporated herein by reference to the Registrant's
Registration Statement on Form SB-2 (file no.
333-43379), filed with the Commission on December 29,
1998, as amended), Exhibit 4.01.
4.2 JVWeb, Inc. 1998 Consultant Compensation Plan.
5.1 Opinion of Randall W. Heinrich, Of Counsel to Gillis &
Slogar.
23.1 Consent of Malone & Bailey, PLLC.
23.2 Consent of Randall W. Heinrich, Of Counsel to Gillis &
Slogar (included in Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney (included on the signature page
hereto).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which the offers or sales are
being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by section
10(a)(3) of the Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the questions whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirement for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas on June 2, 1998.
JVWEB, INC.
By \S\ Greg J. Micek
Greg J. Micek,
President
(Principal Executive Officer
Principal Financial Officer,
and Principal Accounting
Officer)
<PAGE>
POWER OF ATTORNEY
The undersigned directors and officers of JVWeb, Inc. hereby appoint
Greg J. Micek as attorney-in-fact for the undersigned, with full power of
substitution, for and in the name, place and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under the Securities Act of
1933 any and all amendments (including post-effective amendments) and exhibits
to this registration statement and any and all applications and other documents
to be filed with the Securities and Exchange Commission pertaining to the
registration of the securities covered hereby, with full power and authority to
do and perform any and all acts and things whatsoever requisite and necessary or
desirable, hereby ratifying and confirming all that said attorney-in-fact, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
/S/ Greg J. Micek Director and President June 2, 1998
Greg J. Micek (Principal Executive Officer,
Principal Financial Officer,
and Principal Accounting
Officer)
/S/ Lewis E. Ball Director June 2, 1998
Lewis E. Ball
<PAGE>
EXHIBITS INDEX
Exhibit
Number Description
4.1 Specimen Stock Certificate for Registrant's Common Stock
(incorporated herein by reference to the Registrant's Registration
Statement on Form SB-2 (file no. 333-43379), as filed with the
Commission on December 29, 1997, as amended), Exhibit 4.01.
4.2 JVWeb, Inc. 1998 Consultant Compensation Plan.
5.1 Opinion of Randall W. Heinrich, Of Counsel to Gillis & Slogar.
23.1 Consent of Malone & Bailey, PLLC.
23.2 Consent of Randall W. Heinrich, Of Counsel to Gillis & Slogar
(included in Exhibit 5.1 to this Registration Statement)
24.1 Power of Attorney (included on the signature page hereto).
EXHIBIT 4.2
JVWEB, INC.
1998 CONSULTANT COMPENSATION PLAN
1. Purpose
The 1998 Consultant Compensation Plan (the "Plan") is intended to
promote the interests of JVWeb, Inc. and its subsidiaries (collectively the
"Corporation") by offering those outside consultants of the Corporation who
assist in the development and success of the business of the Corporation, the
opportunity to participate in a compensation plan designed to reward them for
their services and to encourage them to continue to provide services to the
Corporation.
2. Definitions
For all purposes of this Plan, the following terms shall have the
following meanings:
"Common Stock" means JVWeb, Inc. common stock, $.01 par value.
"Conditional Shares" means shares of Common Stock issued under this
Plan.
"JVWeb" means JVWeb, Inc., a Delaware corporation.
"Subsidiary" means any company of which JVWeb, Inc. owns, directly or
indirectly, the majority of the combined voting power of all classes of stock.
3. Administration
The Plan shall be administered by a committee (the "Committee") of not
less than two directors of JVWeb, Inc. selected by, and serving at the pleasure
of, JVWeb, Inc.'s Board of Directors (the "JVWeb Board").
JVWeb or any Subsidiary will recommend to the Committee persons to whom
awards may be granted. The Committee then shall make recommendations to the
JVWeb Board with respect to the persons to whom awards shall be granted
("Participants") as to the number of shares that shall be covered by each award,
the time or times at which awards shall be granted, the timing of when awards
shall vest, and the terms and provisions of the instruments by which awards
shall be evidenced, and to interpret the Plan and make all determinations
necessary or advisable for its administration. The JVWeb Board shall make all
final decisions concerning awards granted to Participants under the Plan, the
interpretation thereof, and determinations concerning its administration.
4. Eligibility
Only individuals who are outside consultants, or directors, officers,
partners or employees of outside consultants, of JVWeb or any Subsidiary shall
be granted awards.
5. Stock Subject to the Plan
The stock from which awards may be granted shall be shares of Common
Stock. When Conditional Shares are issued, JVWeb may either issue authorized but
unissued Common Stock or JVWeb may transfer issued Common Stock held in its
treasury. Each of the respective boards of JVWeb and all Subsidiaries involved
in the award will fund the Plan to the extent so required to provide Common
Stock for the benefit of Participants. The total number of shares of Common
Stock which may be granted as Conditional Shares shall not exceed, in the
aggregate, 1,000,000 shares in total. Any Conditional Shares awarded and later
forfeited are again subject to award under the Plan.
6. Conditional Share Awards
6.1 Grant of Conditional Share Awards
The JVWeb Board, based on the recommendation of the Committee,
will determine for each Participant the time or times when Conditional Shares
shall be awarded and the number of shares of Common Stock to be covered by each
Conditional Share award. No Conditional Shares shall be awarded unless JVWeb (in
the judgement of the directors of JVWeb) has received from the Participant
either (a) a full performance of the services for which the Conditional Shares
are being awarded, or (b) (i) a partial performance of the services for which
the Conditional Shares are being awarded and the value of such partial
performance (in the judgement of the directors of JVWeb) equals or exceeds the
aggregate par value of the Conditional Shares to be awarded and (ii) a binding
obligation from the Participant to provide in the future the remainder of the
services for which the Conditional Shares are being awarded.
6.2 Conditions
Shares of Conditional Stock issued to a Participant as a
Conditional Share award will be subject to the following conditions ("Share
Conditions"):
(a) Except as set forth in Paragraphs 6.4 and 6.5, if Share
Conditions are not satisfied, Conditional Shares will be forfeited and returned
to JVWeb or, in the event such Conditional Shares were provided to the
Participant from shares of Common Stock purchased by the Subsidiary, then the
Conditional Shares will be returned to the Subsidiary. In either case, all
rights of the Participant to such Conditional Shares will terminate without any
payment of consideration by JVWeb or the Subsidiary with which the Participant
is associated, unless the Participant maintains his association with JVWeb or a
Subsidiary for a period of time determined by the Committee.
(b) During the condition period ("Condition Period") relating
to a Conditional Share award, none of the Conditional Shares subject to such
award may be sold, assigned, bequeathed, transferred, pledged, hypothecated or
otherwise disposed of in any way by the Participant.
(c) The Committee may require the Participant to enter into an
escrow agreement providing that the certificates representing Conditional Shares
sold or granted pursuant to the Plan will remain in the physical custody of
JVWeb or the applicable Subsidiary or an escrow holder during the Condition
Period.
(d) Certificates representing Conditional Shares sold or
granted pursuant to the Plan may bear a legend making an appropriate reference
to the conditions imposed on the Conditional Shares.
(e) The Committee may impose other conditions on any
Conditional Shares issued pursuant to the Plan as it may deem advisable,
including without limitations, restrictions under the Securities Act of 1933, as
amended, under the requirements of any stock exchange upon which such share or
shares of the same class are then listed and under any state securities laws or
other securities laws applicable to such shares.
6.3 Rights of a Stockholder
Except as set forth in Paragraph 6.2(b), the recipient of a
Conditional Share award will have all of the rights of a stockholder of JVWeb
with respect to the Conditional Shares, including the right to vote the
Conditional Shares and to receive all dividends or other distributions made with
respect to the Conditional Shares.
6.4 Lapse of Conditions
In the event of the termination of association of a
Participant during the Condition Period by reason of death, disability, or
termination of association, the JVWeb Board may, at its discretion, remove Share
Conditions on Conditional Shares.
Conditional Shares to which the Share Conditions have not so
lapsed will be forfeited and returned to the Corporation as provided in
Paragraph 6.2(a).
6.5 Lapse of Conditions at Discretion of the JVWeb Board
The JVWeb Board may shorten the Condition Period or remove any
or all Share Conditions if, in the exercise of its absolute discretion, it
determines that such action is in the best interests of the Corporation and
equitable to the Participant.
6.6 Listing and Registration of Shares
JVWeb may, in its reasonable discretion, postpone the issuance
and/or delivery of Conditional Shares until completion of stock exchange
listing, or registration, or other qualification of such Conditional Shares
under any law, rule or regulation.
6.7 Designation of Beneficiary
A Participant may, with the consent of the Committee,
designate a person or persons to receive, in the event of death, any Conditional
Shares to which such Participant would then be entitled. Such designation will
be made upon forms supplied by and delivered to the Committee and may be revoked
in writing by the Participant. If a Participant fails effectively to designate a
beneficiary, then such Participant's estate will be deemed to be the
beneficiary.
7. Capital Adjustments
The number and consideration of Common Stock covered by each award of
Conditional Shares and the total number of shares that may be granted or sold
under the Plan shall be proportionally adjusted to reflect, subject to any
required action by stockholders, any stock dividend or split, recapitalization,
merger, consolidation, spin-off, reorganization, combination or exchange of
shares or other similar corporate change.
8. Change of Control
Notwithstanding the provisions of Section 7, in the event of a change
of control, all Share Conditions on all Conditional Shares will lapse. For
purposes of this plan, a "Change of Control" of JVWeb shall be deemed to have
occurred at such time as (a) any "person" (as that term is used in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934), becomes the "beneficial
owner" (as defined in Rule 13d-3 under the foregoing act), directly or
indirectly, of securities of JVWeb representing 30% or more of the combined
voting power of JVWeb's outstanding securities ordinarily having the right to
vote at the election of directors; or (b) individuals who constitute the Board
of Directors of JVWeb on the date hereof (the "Incumbent Board") cease for any
reasons to constitute at lease a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election was approved by
at least a majority of the directors comprising the Incumbent Board, or whose
nomination or election was approved by a majority of the Board of Directors of
JVWeb serving under an Incumbent Board, shall be, for purposes of this clause
(b), considered as if he or she were a member of the Incumbent Board; or (c)
merger, consolidation or sale of all or substantially all the assets of JVWeb
occurs, unless such merger or consolidation shall have been affirmatively
recommended to JVWeb's stockholders by a majority of the Incumbent Board; or (d)
a proxy statement soliciting proxies from stockholders of JVWeb, by someone
other than the current management of JVWeb seeking stockholder approval of a
plan of reorganization, merger or consolidation of JVWeb with one or more
corporations as a result of which the outstanding shares of JVWeb's securities
are actually exchanged for or converted into cash or property or securities not
issued by JVWeb unless the reorganization, merger or consolidation shall have
been affirmatively recommended to JVWeb's stockholders by a majority of the
Incumbent Board.
9. Approvals
The issuance of shares pursuant to this Plan is expressly conditioned
upon obtaining all necessary approvals from all regulatory agencies from which
approval is required, including gaming regulatory agencies.
10. Effective Date of Plan
The effective date of the Plan is June 1, 1998.
11. Term and Amendment of Plan
This Plan shall expire on June 1, 2008 (except to Conditional Shares
outstanding on that date). JVWeb Board may terminate or amend the Plan in any
respect at any time, except no action of the JVWeb Board or JVWeb's
stockholders, however, may, without the consent of a Conditional Shares grantee,
alter or impair such Participant's rights under any Conditional Shares
previously granted.
12. No Right of Association
Neither the action of JVWeb in establishing this Plan, nor any action
taken by any board of JVWeb or any Subsidiary or the Committee, nor any
provision of the Plan itself, shall be construed to limit in any way the right
of JVWeb to terminate a Participant's association with the Corporation at any
time.
13. Withholding Taxes
JVWeb or any Subsidiary, as applicable, shall have the right to deduct
withholding taxes from any payments made pursuant to the Plan or to make such
other provisions as it deems necessary or appropriate to satisfy its obligations
to withhold federal, state or local income or other taxes incurred by reason of
payment or the issuance of Common Stock under the Plan. Whenever under the Plan,
Common Stock is to be delivered upon vesting of Conditional Shares, the JVWeb
Board shall be entitled to require as a condition of delivery that the
Participant remit or provide for the withholding of an amount sufficient to
satisfy all federal, state and other government withholding tax requirements
related thereto.
14. Plan not a Trust
Nothing contained in the Plan and no action taken pursuant to the Plan
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Corporation and any Participant, the executor,
administrator or other personal representative, or designated beneficiary of
such Participant, or any other persons. If and to the extent that any
Participant or such Participant's executor, administrator or other personal
representative, as the case may be, acquires a right to receive any payment from
the Corporation pursuant to the Plan, such right shall be no greater than the
right of an unsecured general creditor of the Corporation.
15. Notices
Each Participant shall be responsible for furnishing the Committee with
the current and proper address for the mailing of notices and delivery of Common
Stock pursuant to the Plan. Any notices required or permitted to be given shall
be deemed given if addressed to the person to be notified at such address given
to the Committee by such person and mailed by regular United States mail,
first-class and prepaid. If any item mailed to such address is returned as
undeliverable to the addressee, mailing will be suspended until the Participant
furnishes the proper address. This provision shall not be construed as requiring
the mailing of any notice or notification if such notice is not required under
the terms of the Plan or any applicable law.
16. Severability of Provisions
If any provisions of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions
hereof, and this Plan shall be construed and enforced as if such provisions had
not been included.
17. Payment to Minors, etc.
Any benefit payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be deemed paid
when paid to such person's guardian or the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully
discharge the Committee, the JVWeb Board, the Corporation and other parties with
respect thereto.
18. Headings and Captions
The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.
19. Controlling Law
This Plan shall be construed and enforced according to the laws of the
State of Texas to the extent not preempted by federal law, which shall otherwise
control.
20. Enforcement of Rights
In the event the Corporation or a Participant is required to bring any
action to enforce the terms of this Plan, the prevailing party shall be
reimbursed by the non-prevailing party for all costs and fees, including actual
attorney fees, for bringing and pursuing such action.
EXHIBIT 5.1
June 2, 1998
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
RE: Registration Statement on Form S-8
Under the Securities Act of 1933
Gentlemen:
I have acted as counsel for JVWeb, Inc., a Delaware corporation (the
"Company"), in connection with the registration with the United States
Securities and Exchange Commission (the "Commission") on a Registration
Statement on Form S-8 under the Securities Act of 1933 of up to 1,000,000 shares
of the common stock, par value $.01 per share (the "Common Stock"), which may be
issued pursuant to the terms, provisions and conditions of the JVWeb, Inc. 1998
Consultant Compensation Plan (the "Plan").
In such capacity, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of the following documents:
1. Certificate of Incorporation of the Company, as amended to
date;
2. Bylaws of the Company, as amended to date;
3. The Plan;
4. The records of corporate proceedings relating to the
authorization of the Plan; and
5. Such other instruments and documents as I have deemed necessary for
the purpose of rendering the following opinion.
In such examination, I have assumed the authenticity and completeness
of all documents, certificates and records submitted to me as originals, the
conformity to the original instruments of all documents, certificates and
records submitted to me as copies, and the authenticity and completeness of the
originals of such instruments. As to certain matters of fact relating to this
opinion, I have relied on the accuracy and truthfulness of certificates of
officers of the Company and on certificates of public officials, and have made
such investigations of law as I have deemed necessary and relevant.
Based on the foregoing, and having due regard for such legal
considerations as I believe relevant, I am of the opinion that the Common Stock
has been duly and validly authorized by the Company and, when issued in
accordance with the Plan, will be duly and validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement pursuant to which the Common Stock
will be registered with the Commission.
Very truly yours,
/S/ Randall W. Heinrich
EXHIBIT 23.1 - Consent of Malone & Bailey, PLLC.
CONSENT OF MALONE & BAILEY, PLLC, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to JVWeb, Inc. 1998 Consultant Compensation Plan of
our report dated December 3, 1997 appearing in Form SB-2 of JVWeb, Inc. as
of November 10, 1997, and for the period from October 28, 1997 (date of
inception) through November 10, 1997.
MALONE & BAILEY, PLLC
Houston, Texas
June 3, 1998
