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: March 31, 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 __No _X_
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 March 31, 1998: 7,050,000 shares
Transitional Small Business Disclosure Format (check one): Yes___ No _X_
<PAGE>
JVWEB, INC.
PERIOD ENDED MARCH 31, 1998
INDEX
<TABLE>
PART I. FINANCIAL INFORMATION Page
<CAPTION>
<S> <C>
Item 1. Financial Statements
Condensed financial statements of JVWeb, Inc.:
Balance sheet as of March 31, 1998 3
Statement of income for the period from October 28,
1997 (inception) to March 31, 1998 4
Statement of stockholders' equity for the period from
October 28, 1997 (inception) to March 31, 1998 5
Statement of cash flows for the period from October 28,
1997 (inception) to March 31, 1998 6
Notes to condensed consolidated financial statements 7
Item 2. Management's Plan of Operation 8
PART II. OTHER INFORMATION
Item 2. Changes in Securities 10
Item 6. Exhibits and Reports on Form 8-K. 12
(a)Exhibits
SIGNATURE 12
</TABLE>
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
JVWeb, Inc. (A Development Stage Company)
Unaudited Condensed Balance Sheet
March 31, 1998
<TABLE>
<S> <C>
Current Assets
Cash $ 30,602
Accounts receivable 2,500
-----------
Total Current Assets 33,102
Furniture and equipment - net 3,438
-----------
$ 36,540
===========
Contingent liabilities -
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, 7,050,000 shares issued and
outstanding $ 70,500
Paid-in capital 57,749
Accumulated deficit during development stage ( 91,709)
----------
Total stockholders' equity 36,540
----------
Total liabilities and stockholders' equity $ 36,540
=========
</TABLE>
See accompanying notes
<PAGE>
JVWeb, Inc. (A Development Stage Company)
Unaudited Condensed Statement of Income
<TABLE>
<CAPTION>
From Oct. 28, 1997
Quarter (Date of Inception)
Ended Through
March 31, 1998 March 31, 1998
<S> <C> <C>
REVENUES
Interest income $ 223 $ 390
EXPENSES
General and administrative 52,168 91,897
Depreciation 202 202
------------- ------------
52,370 92,099
------------- -------------
Net deficit accumulated during development stage $ (52,147) $ ( 91,709)
============= ===============
NET LOSS PER COMMON SHARE $ ( .01) $ ( .01)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 6,430,000 6,430,000
</TABLE>
See accompanying notes
<PAGE>
JVWeb, Inc. (A Development Stage Company)
Unaudited Condensed
Statement of Stockholders' Equity
Period from October 28, 1997 (Date of Inception)
to March 31, 1998
<TABLE>
<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 $ 5,249 $ 67,249
Shares issued for services 150,000 1,500 4,500 6,000
Shares issued for cash 700,000 7,000 48,000 55,000
Net (deficit) $( 91,709) (91,709)
--------- --------- ------------ --------- --------
Balances, March 31, 1998 7,050,000 $ 70,500 $57,749 $( 91,709) $ 36,540
========= ========= ========== ========= =========
</TABLE>
See accompanying notes
<PAGE>
JVWeb, Inc. (A Development Stage Company)
Unaudited Condensed
Statement of Cash Flows
<TABLE>
<CAPTION>
From Oct. 28, 1997
Quarter (Date of Inception)
Ended Through
March 31, 1998 March 31, 1998
<S> <C> <C>
CASH FLOWS FROM OPERATIONS
Net deficit $52,147) $ (91,709)
Adjustments to reconcile net income to cash
provided from operating activities
Depreciation
202 202
Common stock issued for services 5,000 6,000
Increase in accounts receivable (2,500) (2,500)
------ ------
NET CASH USED BY OPERATING ACTIVITIES (49,445) (88,007)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITES
Purchase of fixed assets (3,640) ( 3,640)
-------- ---------
CASH USED FOR INVESTING ACTIVITIES (3,640) ( 3,640)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued to founding shareholder 67,249
Common stock issued for cash 55,000 55,000
------ ------
NET CASH PROVIDED BY FINANCING ACTIVITIES 55,000 122,249
------ -------
NET INCREASE IN CASH 1,915 30,602
CASH AT BEGINNING OF PERIOD 28,687 0
------ ----------
CASH AT END OF PERIOD $ 30,602 $30,602
========== =======
</TABLE>
See accompanying notes
<PAGE>
JVWeb, Inc. (A Development Stage Company)
Notes to Condensed Financial Statements
Period from October 28, 1997 (Date of Inception)
to March 31, 1998
1. The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information. The financial statements contained herein should
be read in conjunction with the audited consolidated financial statements for
the period from October 28, 1997 (date of inception) to November 10, 1997
included in the Company's Registration Statement on Form SB-2. Accordingly,
footnote disclosure which would substantially duplicate the disclosure in the
audited financial statements has been omitted.
In the opinion of management, the accompanying unaudited condensed
financial statements contain all adjustments necessary for a fair statement of
the results for the unaudited period from October 28, 1997 (date of inception)
to March 31, 1998. The results of operations for an interim period are not
necessarily indicative of the results to be expected for a full year.
2. As permitted under Statement of Financial Accounting Standards (SFAS) No. 123
(Accounting for Stock-Based Compensation), the Company has continued to apply
Accounting Principles Board (APB) Opinion No. 25 (Accounting for Stock Issued to
Employees) and related interpretations. Accordingly, no compensation expense has
been recognized for the stock options. The Company has granted options pursuant
to its stock option plan. Grants are made at management's discretion, and are
compensation for services. At March 31, 1998, a total of 3,791,250 options were
outstanding and exercisable with the following exercise prices:
3,756,250 at $ 0.10
35,000 at 0.25
Options that have been granted and are outstanding expire in 5 years from date
of grant, and are 100% exercisable at date of grant.
<PAGE>
ITEM 2. MANAGEMENT'S PLAN OF OPERATIONS
SUMMARY
Significant progress has been made in the initial developments of JVWeb,
Inc., since its inception on November 11, 1997. Our focus centered upon
initiating and building momentum in three critical areas. The first area has
been to create a management structure made up of the right kind of talented
individuals that can deliver on the promise of constructing and implementing
viable web commerce opportunities. We have successfully attracted talented
individuals in both technical and marketing aspects of web commerce, and are
very pleased with the results of our efforts in this regard to date. The second
area of focus has been in developing a showcase project, involving the entire
talent team, which would display our ability to deploy a web commerce strategy.
Again, we are very pleased with the results of our flagship web site,
www.dadandme.com.
The third area we have concentrated on is our capacity to simultaneously
implement a business structure that will absorb rapid growth. We also have made
substantial progress in this quarter on this issue. We have previously initiated
a filing with the Securities and Exchange Commisssion to become a public company
as a spin-off of an existing public company, LS Capital Corporation on December
29, 1997. This filing was declared effective on May 12, 1998 and distribution of
the shares occurred on May 20, 1998. We expect trading to commence near the end
of June, 1998.
As our financial statement shows, we invested our initial capital on the
development of our first operating website, dadandme.com, which became
operational in April, 1998. WE also acquired domain names for jvweb.com and a
third web site address, www.familylifestyle.com as we anticipate expanding our
web presence in 1998.
We have also continued to absorb the costs of filing to become a public
company, which is reflected in the expenditures for this quarter.
We anticipate further development efforts to continue in the upcoming
fourth quarter (April - June 1998). We are projecting our first revenues from
operations to initiate in the first quarter (July - September, 1998) of our new
fiscal year ending June 30, 1999.
PERIOD ENDING MARCH 31, 1998
The Company currently has cash on hand only sufficient to operate
throughout fiscal 1998 on a fairly minimal scale. In order for the Company to
pursue its business plan in the manner it prefers, the Company expects that it
will need to raise additional funds in amounts that can not now be precisely
ascertained due to the uncertainty of the actual growth of the Company. There
can be no assurance that the Company will be successful in raising the funds
that it needs.
The Company does not anticipate performing any research and development
in the next twelve months, other than that which is performed in the normal
course of business as it develops its electronic commerce capabilities, such as
the testing of new, widely-available software for use in the Company's
electronic commerce pursuits. There are no expected purchases or sales of any
plant or significant equipment. The Company does not anticipate any significant
changes in its number of employees, other than through any possible
acquisitions.
In November, 1997, the Company sold 500,000 shares of common stock and
1,500,000 Class A warrants to LS Capital Corporation at a purchase price of
$5,000 pursuant to the related spin-off agreement.
In March, 1998, the Company issued 200,000 shares of common stock to a
private investor at a purchase price of $.25 per share.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
During the quarter ended March 31, 1998, the Company did not effect any
sale (not previously reported) of any equity securities not registered under the
Securities Act of 1933.
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. This Registration Statement registered the
following securities:
1. 350,000 shares of the Company's Common Stock, par value
$.01 per share ("Common Stock") owned by LS Capital
Corporation ("LS Capital"), some of which were distributed
to the stockholders of LS Capital and some of which may be
sold by LS Capital in the future. The Company will receive
no proceeds from the distribution or sale of these shares
of Common Stock. Because only approximately 72,950 of these
shares of Common Stock may be sold by LS Capital and because
the sales price is estimated to be $1.00 per share the
aggregate price of the offering amount of these shares of
Common Stock is $72,950.
2. 1,500,000 Class A Warrants to purchase 1,500,000 Shares of
Common Stock at a per-share exercise price of $1.00. Some of
these Class A Warrants may be distributed to the stockholders
of LS Capital, while others may be sold by LS Capital in the
future. The Company will receive no proceeds from the
distribution or sale of these Class A Warrants. Because only
approximately 391,800 of these Class A Warrants may be sold by
LS Capital and because the sales price is estimated to be
$1.00 per warrant, the aggregate price of the offering amount
of these Class A Warrants is $391,800.
3. 1,500,000 shares of Common Stock that may be acquired pursuant
to exercises of the Class A Warrants. The aggregate price of
the offering amount of these shares of Common Stock is
$1,500,000.
4. 3,000,000 Class B Warrants to purchase 3,000,000 Shares of
Common Stock at a per-share exercise price of $2.00. The Class
B Warrants may be acquired, without any further consideration,
pursuant to exercises of the Class A Warrants, at a rate of
two Class B Warrants for each Class A Warrant exercised.
Because the Class B Warrants will be issued for no further
consideration, there is no aggregate price for the offering
amount of the Class B Warrants.
5. 3,000,000 shares of Common Stock that may be acquired pursuant
to exercises of the Class B Warrants. The aggregate price of
the offering amount of these shares of Common Stock is
$6,000,000.
6. 3,000,000 Class C Warrants to purchase 3,000,000 Shares of
Common Stock at a per-share exercise price of $5.00. The Class
C Warrants may be acquired, without any further consideration,
pursuant to exercises of the Class B Warrants, at a rate of
one Class C Warrant for each Class B Warrant exercised.
Because the Class C Warrants will be issued for no further
consideration, there is no aggregate price for the offering
amount of the Class C Warrants.
7. 3,000,000 shares of Common Stock that may be acquired pursuant
to exercises of the Class C Warrants. The aggregate price of
the offering amount of these shares of Common Stock is
$15,000,000.
8. 5,000,000 shares of Common Stock that may be issued in
connection with acquisitions. The aggregate price of the
offering amount of these shares of Common Stock is $5,000,000.
As of June 23, 1998, approximately 277,050 shares of Common Stock and
approximately 1,108,200 Class A Warrants had been distributed to the
stockholders of LS Capital for no consideration from such stockholders. The
Company believes that, as of such date, LS Capital had sold no shares of Common
Stock and no Class A Warrants. Moreover, as of June 23, 1998, the Common Stock
and Class A Warrants had not yet commenced trading, and no Class A Warrants had
been exercised. Consequently, the Company has received no proceeds from the
offering registered pursuant to the Registration Statement.
The following is the approximate actual expenses incurred by the
Company in connection with the offering of the securities registered under the
Registration Statement. All of these expenses were paid to persons other than
directors or officers of the Company or persons owning 10% or more of any class
of equity securities of the Company.
<TABLE>
<CAPTION>
Item Amount
<S> <C>
SEC Registration Fee ...........................................................................$ 8,250.00
Blue Sky Filing Fees and Expenses.................................................................2,262.00
Legal Fees and Expense...........................................................................20,000.00
Accounting Fees and Expenses .................................................................... 1,500.00
Printing..........................................................................................6,700.00
Engraving.........................................................................................2,477.00
Mailing...........................................................................................2,000.00
Total............................................................................................43,189.00
</TABLE>
ITEM 6..........EXHIBITS AND REPORTS ON FORM 8-K
(a)Exhibits
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
None
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: June 25, 1998
<PAGE>
EXHIBITS INDEX
Exhibit
Number Description
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY INFORMATION FROM ITEM 1 OF
FORM 10-QSB FOR THE PERIOD ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<CIK> 0001051902
<NAME> JVWEB, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> OCT-28-1997
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 30602
<SECURITIES> 0
<RECEIVABLES> 2500
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 33102
<PP&E> 3640
<DEPRECIATION> 202
<TOTAL-ASSETS> 36540
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 70500
<OTHER-SE> (33960)
<TOTAL-LIABILITY-AND-EQUITY> 36540
<SALES> 0
<TOTAL-REVENUES> 390
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 92099
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (91709)
<INCOME-TAX> 0
<INCOME-CONTINUING> (91709)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (91709)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
