UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended: December 31, 1999
[ ] 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 December 31, 1999: 10,414,057 shares
Transitional Small Business Disclosure Format (check one): Yes__ No X
<PAGE>
JVWEB, INC.
PERIOD ENDED DECEMBER 31, 1999
INDEX
PART I. FINANCIAL INFORMATION
Page
Item 1. Financial Statements
Condensed financial statements of JVWeb, Inc.:
Balance sheet as of December 31, 1999 3
Income statements for thethree months and six months
ended December 31, 1999 and 1998 4
Statements of stockholders' equity through December
31, 1999 5
Statements of cash flows for the six months ended
December 31, 1999 and 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
SIGNATURE 9
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
JVWeb, Inc.
Balance Sheet
As of December 31, 1999
ASSETS
<TABLE>
<S> <C>
Cash $ 14,512
Accounts receivable 50,328
Note receivable 52,333
Total Current Assets 117,173
Office equipment and furniture (net of
$2,580 accumulated depreciation) 1,910
Linksxpress.com, Inc. investment 60,000
Linksxpress.co.uk 288,000
Investment in AMP3 100,000
- -------
Total Assets $ 567,083
==========
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 71,793
Accrued interest 15,883
Notes payable to related parties 359,223
-------
Total Liabilities 446,899
Common stock, $0.01 par, 50,000,000 shares
authorized, 10,414,057 shares issued and
outstanding 104,141
Paid-in capital 1,888,960
Retained Earnings (1,872,917)
----------
Total Stockholders' Equity 120,184
-------
Total Liabilities & Stockholders' Equity $ 567,083
==========
</TABLE>
F-1
<PAGE>
JVWeb, Inc.
Income Statements
For the Three and Six Months Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
3 Months 6 Months 3 Months 6 Months
Ended Ended Ended Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1999 1999 1998 1998
<S> <C> <C> <C> <C>
REVENUES $ 40,138 $ 62,971
COST OF SALES 40,459 40,459
Gross Margin (321) 22,512
EXPENSES
General & administrative 325,243 576,221 $ 125,762 $ 305,043
Depreciation 98 439 244 439
325,341 576,660 126,006 305,482
Operating (Loss) (325,662) (554,148) (126,006) (305,482)
INTEREST INCOME 1,000 2,000
INTEREST EXPENSE ( 4,408) ( 8,942)
NET LOSS $(329,070) $(561,090) $(126,006) $(305,482)
NET LOSS PER COMMON SHARE $( .04) $( .06) $( .02) $( .04)
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 9,716,057 9,626,057 7,894,160 7,497,080
</TABLE>
F-2
<PAGE>
JVWeb, Inc.
Statement of Stockholders' Equity
Through December 31, 1999
<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 $ 7,516 $ 69,516
Shares issued:
for cash 700,000 7,000 48,000 55,000
for services 200,000 2,000 58,000 60,000
deposit on purchase
of subsidiary 70,000 700 129,300 130,000
Returnable shares (130,000) (130,000)
Net (deficit) $(174,620) (174,620)
Balances, June 30,
1999 (Audited) 7,170,000 71,700 112,816 (174,620) 9,896
Shares issued:
for cash 620,240 6,202 116,976 123,178
for services 358,860 3,589 66,454 70,043
Shares returned from
subsidiary purchase
deposit ( 70,000) ( 700) 700
Fractional shares issued 45,060 451 ( 451)
Shares repurchased from
founding shareholder ( 150,000) ( 1,500) ( 900) ( 2,400)
Net deficit (305,482) (305,482)
Balance, December 31,
1999 (Unaudited) 7,974,160 $ 79,742 $ 295,595 $(480,102) $(104,765)
</TABLE>
<PAGE>
JVWeb, Inc.
Statements of Cash Flows
For the Six Months Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
6 Months 6 Months
Ended Ended
December 31, December 31,
1999 1998
CASH FLOWS FROM OPERATIONS
<S> <C> <C>
Net deficit $(561,090) $(305,482)
Adjustments to reconcile net
deficit to cash provided
from operating activities
Depreciation 780 439
Common stock issued for
services 290,589 70,043
Changes in:
Accounts receivable ( 50,328)
Write off of deposits on
purchase of subsidiary 55,000
Net changes in:
Employee advance 2,550
Inventory ( 3,641)
Prepaid legal expenses 47,624 15,200
Accounts payable 31,926 11,956
NET CASH USED BY OPERATING
ACTIVITIES (240,499) (153,935)
CASH FLOWS FROM INVESTING ACTIVITIES
Deposit on purchase of subsidiary ( 30,000 )
NET CASH USED BY INVESTING
ACTIVITIES ( 30,000 )
CASH FLOWS FROM FINANCING ACTIVITIES
Change in notes payable to founding
shareholder 197,585 64,500
Payments on note payable ( 24,927) ( 1,250)
Proceeds from notes payable 20,000
Issuance of common stock 20,000 120,778
NET CASH PROVIDED BY FINANCING
ACTIVITIES 213,288 184,028
NET INCREASE (DECREASE) IN CASH ( 28,221) 93
CASH BEGINNING 42,733 412
CASH ENDING $ 14,512 $ 505
</TABLE>
F-3
<PAGE>
JVWeb, Inc.
NOTES TO FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of JVWeb, 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 From 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,1999, as reported in Form 10-KSB, have been omitted.
NOTE B - ACQUISITION OF LINKSXPRESS.COM, INC.
On September 15, 1999, the Company acquired 500,000 shares of Linksxpress.com,
Inc. in exchange for 150,000 shares of Company stock, valued at current market
price of $.40 per share.
NOTE C - ACQUISITION OF LINKSXPRESS.CO.UK
On the Company acquired shares of Linksxpress.co.uk in exchange for
600,000 shares of company stock, valued at current market value of $.48 per
share.
<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS
General Discussion
During this quarter, management completed its efforts at re-defining the manner
in which we would execute our business model. We successfully separated
ourselves from our overall reliance on Lernout and Hauspie for execution
support, through the addition of key management in the areas of sales and
operations. We also completed a review of our existing projects, and, a result,
established priority projects to concentrate on in the next year. Therefore, our
budget for the upcoming year relies, to a material extent, on a successful
launch of www.ihomeline.com, www.dadandme.com, www.linksxpress.com, and other
projects under development. We are also relying on the establishment of our fee
for service division, which offers integrated sponsorship, web hosting and web
development, and strategic consulting services to our joint venture partners and
third party clients.
Balance Sheet
Current Assets: Cash and other current assets remain at a sufficient level to
meet our obligations. The note receivable regards a loan made to AMP3.com,
which, management believes, remains as a collectible asset. AMP3 is under
various discussions for the sale of its business, at which time the note will be
paid.
Other Assets: JVWeb made an investment, along with Linksxpress.com, Inc., in the
establishment of Linksxpress.co.uk, Inc., a european edition of
www.linksxpress.com. The investment gave JVWeb a 45% interest in this separate
entity in exchange for 600,000 shares of JVWeb. We are also reporting our
investment in Linksxpress.com, Inc., which is unchanged for the quarter.
Finally, we continue to report our initial investment in AMP3.com, which, as we
stated, is under various discussions to be sold.
Total Liabilities: Overall, accounts payables remain at a manageable level, as
we strive to keep a balance between incurring obligations, and investing in
meeting our growth goals for the year. The note payable to related parties has
grown an additional $104,812 for the quarter, as continued investments are being
made into the company's future.
Total Stockholders' Equity: The increase in shares outstanding was principally
due to the linksxpress.co.uk, Inc. transaction. Additional shares were issued to
consultants performing services on various projects under development. In the
quarter, stock options issued included 1,000,000 options issued to Carlo
Pellegrini and 400,000 options issued to Ken Gooley, under the Company's stock
option plan. These options, if exercised, would be converted into restricted
shares.
INCOME STATEMENT
Revenues: The principal revenues for the quarter were derived from services
performed in launching www.ihomeline.com, in which JVWeb has a 50% interest.
Through these efforts, JVWeb is refining its service offering, which will be
extended to additional joint venture partners and third party clients.
Expenses: The principal expenses for the quarter involved recorded stock
issuances to consultants engaged in various research & development projects on
behalf of the company. Other material expenses incurred related to the launching
of ihomeline, and other projects under development. It is the policy of the
company to take the conservative position of expensing items related to projects
under development, as opposed to setting up "work in progress" asset accounts on
the balance sheet.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On or about January 17, 2000, the Company was served with a Summons with
Notice dated December 30, 1999 regarding a lawsuit instituted by Louis Ferro, a
former consultant of the Company. This lawsuit was instituted in the Supreme
Court of the State of New York, County of New York (Index No. 605883) against
the Company and Greg J. Micek, a Director and the President of the Company. (The
Supreme Court of the State of New York is the initial level trial court of the
State of New York.) Under the procedural law of the State of New York, the
Summons with Notice received by the Company is not required to give much
information regarding the specifics of the claims being asserted, and no such
specifics were given. However, such Summons with Notice did indicate that the
nature of the action is breach of contract, unjust enrichment and libel, and
that Mr. Ferro is seeking $1,042,132.89 (plus interest) in damages. The Company
otherwise had until about February 17, 2000 to answer this lawsuit; however, the
Company procured an extension from Mr. Ferro's counsel, giving to the Company
the right to file its answer at any time on or prior to March 15, 2000. The
Company believes that the lawsuit is without merit and that the Company has
valid counterclaims against Mr. Ferro, having values that will more than offset
any amounts Mr. Ferro is likely to recover against the Company. Accordingly,
unless settled soon, the Company intends to answer this lawsuit, vigorously
defending against all claims asserted and asserting all available counterclaims.
Notwithstanding the preceding, to avoid the excessive costs of litigation, the
Company has reached a verbal, non-binding settlement with Mr. Ferro in which the
Company would pay to Mr. Ferro an amount extremely small in comparison to the
amount sought by him. The ultimate completion of this settlement depends on one
contingency, the outcome of which is uncertain. As a consequence, the ultimate
outcome of the proposed settlement and of this lawsuit can not now be
determined.
Item 2. Changes in Securities and Use of Proceeds
For services rendered and agreed to be rendered, during the fiscal quarter ended
December 31, 1999, the Company granted to one person providing services to the
Company an option to purchase up to 1,000,000 shares of the Company's common
stock and to another person providing services to the Company an option to
purchase up to 400,000 such shares. The exercise price for the 1,000,000
optioned shares is $.21 per share, and the exercise price for the 400,000
optioned shares is $.50 per share. The issuances of these options are claimed to
be exempt, and the issuances of the common stock underlying the options will be
claimed to be exempt, pursuant to Regulation D under the Securities Act of 1933.
For services rendered, during the fiscal quarter ended December 31, 1999, the
Company issued to two persons providing services to the Company an aggregate of
110,000 shares of the Company's common stock. The issuances of these shares are
claimed to be exempt pursuant to Regulation D 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. 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 December 31, 1999 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
10.1 Stock Purchase Agreement dated December
21, 1999 between the Company and
LinksXpress.com, Inc.
(b) Reports on Form 8-K
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: February 22, 2000
EXHIBITS INDEX
Exhibit
Number Description
10.1 Stock Purchase Agreement dated December 21, 1999
between the Company and
LinksXpress.com, Inc.
27 Financial Data Schedule
EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and
entered effective as of the 21st day of December, 1999 by and between
LINKSXPRESS.COM, INC., a Delaware corporation ("Seller") and JVWEB, INC.,
a Delaware corporation ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller is the holder of 900,000 shares of the issued and
outstanding common stock (the "Common Stock") of LINKSXPRESS.CO.UK, INC., a
Delaware corporation (the "Company"), which shares represent all of the issued
and outstanding shares of Common Stock; and
WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, 350,000 shares of the Common Stock owned by Seller (the
"Shares"), for the consideration specified below; and
WHEREAS, Seller and Purchaser desire to memorialize in writing the
terms, provisions and conditions of Seller's sale and Purchaser's purchase of
the Shares; and
NOW, THEREFORE, in consideration of the mutual promises, covenants,
agreements, representations and warranties set forth hereinafter, and other good
and valuable consideration, the receipt and sufficiency of which are
acknowledged by Seller and Purchaser, and subject to the terms, provisions and
conditions hereof, each of Seller and Purchaser hereby agrees as follows:
ARTICLE I
SALE AND PURCHASE OF STOCK
1.1 Subject to the terms, provisions and conditions set forth herein,
Seller hereby sells and delivers to Purchaser, and Purchaser hereby purchases
and receives from Seller, the Shares, in exchange for the purchase price set
forth hereinafter. Purchaser hereby acknowledges receipt of one or more stock
certificates representing the Shares, duly endorsed or accompanied by duly
executed stock transfer form.
1.2 The purchase price for the Shares shall be 500,000 registered
shares of the common stock of Purchaser (the "Purchaser Common Stock") and the
payment by Purchaser to Tanye Capital Corp. of 100,000 registered shares of
Purchaser Common Stock, representing the payment of the broker fee owed by
Seller. Seller hereby acknowledges receipt of stock certificates representing an
aggregate of 600,000 registered shares of Purchaser Common Stock, one stock
certificate issued in the name of Seller representing 100,000 registered shares
of Purchaser Common Stock and bearing no legend, one or more stock certificates
representing 400,000 registered shares of Purchaser Common Stock issued in the
name of Seller and bearing a restrictive legend regarding the lock-up agreement
entered into in connection with the sale and purchase provided for hereby, and
one stock certificate issued in the name of Tanye Capital Corp. representing
100,000 registered shares of Purchaser Common Stock and bearing no legend.
<PAGE>
8
ARTICLE II
REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF SELLER
Seller hereby represents and warrants to, and agrees with Purchaser
that:
2.1 Concerning the Shares. All of the Shares are duly and validly
authorized and issued and are fully paid and non-assessable, and were not issued
in violation of the preemptive rights of any current or former shareholder of
the Company. No option, warrant, call, subscription, convertible security, or
commitment of any kind exists obligating the Company to issue any additional
shares of Common Stock or obligating Seller to sell any of the Shares to a third
party. There is not any compensation plan or agreement applicable to any of the
officers, directors, or employees of the Company under which compensation
accrued or payable is determined, in whole or in part, by reference to shares of
Common Stock. There are no agreements or commitments obligating the Company to
repurchase or otherwise acquire any of the outstanding shares of Common Stock.
2.2 Ownership of Stock. All of the Shares are owed by Seller, free and
clear of any mortgage, lien, security interest, claim, charge, pledge,
encumbrance and any restriction on the transfer thereof of any nature
whatsoever. None of the Shares is subject to any voting trust, voting agreement,
or other agreement or understanding with respect to the voting thereof, nor is
any proxy in existence with respect to any such shares.
2.3 Capacity to Enter into Agreement. Seller has been duly organized,
is validly existing and is in good standing in the jurisdiction in which it was
incorporated. Seller has full right, power and capacity to execute and deliver
this Agreement and all other agreements, documents and instruments to be
executed in connection herewith and perform its obligations hereunder and
thereunder. The execution and delivery by Seller of this Agreement and all other
agreements, documents and instruments to be executed by Seller in connection
herewith and therewith have been authorized by all necessary corporate action by
Seller. When this Agreement and all other agreements, documents and instruments
to be executed by Seller in connection herewith are executed by Seller and
delivered to Purchaser, this Agreement and such other agreements, documents and
instruments will constitute the valid and binding agreements of Seller
enforceable against Seller in accordance with their respective terms, and will
vest in Purchaser full right, title and interest in and to the Shares, free and
clear of any mortgage, lien, security interest, claim, charge, pledge,
encumbrance and any restriction on the transfer thereof of any nature
whatsoever.
2.4 Conflicts. The execution, delivery, and consummation of the
transactions contemplated by this Agreement will not (a) violate, conflict with
or result in the breach or termination of, or otherwise give any other
contracting party the right to terminate, or constitute a default (by way of
substitution, novation or otherwise) under the terms of, any contract to which
Seller is a party or by which Seller is bound or by which any of the assets of
Seller is bound or affected, (b) result in the creation of any lien, charge or
encumbrance upon any assets of Seller pursuant to the terms of any such
contract, (c) violate any judgment against, or binding upon, Seller or upon the
assets of Seller or (d) violate any provision in the charter documents, bylaws
or any other agreement affecting the governance and control of Seller.
2.5 Consents. No consent from, or other approval of, any governmental
entity or any other person, which has not been obtained, is necessary in
connection with the execution, delivery, or performance of this Agreement by
Seller.
2.6 Litigation. There is no action, suit, proceeding, or claim pending
or, to the knowledge of Seller, threatened against Seller by persons not a party
to this Agreement wherein an unfavorable decision, ruling, or finding would
render unlawful or otherwise adversely affect the consummation of the
transactions contemplated by this Agreement.
2.7 Transactions with Affiliated Parties. Except for a certain license
of proprietary information pursuant to a written agreement, there are no
transactions currently engaged in between the Company and any party affiliated
with the Company (other than transactions inherent in the normal capacities of
shareholders, officers, directors, or employees). Except for the ownership of
non-controlling interests in securities of corporations the shares of which are
publicly traded, no party affiliated with the Company has any investment or
ownership interest, directly, indirectly, or beneficially, in any competitor or
potential competitor, major supplier, or customer of the Company.
2.8 Finder's Fees. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by Seller and its counsel
directly with Purchaser and its counsel without the intervention of any other
person as the result of any act of any of them, and as far as is known to
Seller, without the intervention of any other person in such manner as to give
rise to any valid claim against any of the parties hereto for a brokerage
commission, finder's fee, or any similar payment.
2.9 Untrue Statements. This Agreement, the schedules and exhibits
hereto, and all other documents and information furnished by Purchaser or its
representatives pursuant hereto or in connection herewith do not include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made herein and therein not misleading or otherwise.
ARTICLE III
REPRESENTATIONS, WARRANTIES,
AND AGREEMENTS OF PURCHASER
Purchaser hereby represents, warrants, and agrees to and with Seller,
that:
3.1 Capacity to Enter into Agreement. Purchaser has been duly
organized, is validly existing and is in good standing in the jurisdiction in
which it was incorporated. Purchaser has full right, power and authority to
execute and deliver this Agreement and all other agreements, documents and
instruments to be executed in connection herewith and therewith and perform such
its obligations hereunder and thereunder. The execution and delivery by
Purchaser of this Agreement and all other agreements, documents and instruments
to be executed by Purchaser in connection herewith and therewith have been
authorized by all necessary corporate action by Purchaser. When this Agreement
and all other agreements, documents and instruments to be executed by a
Purchaser in connection herewith and therewith are executed by a Purchaser and
delivered to Seller, this Agreement and such other agreements, documents and
instruments will constitute the valid and binding agreements of Purchaser
enforceable against Purchaser in accordance with their respective terms.
3.2 Conflicts. The execution, delivery, and consummation of the
transactions contemplated by this Agreement will not (a) violate, conflict with
or result in the breach or termination of, or otherwise give any other
contracting party the right to terminate, or constitute a default (by way of
substitution, novation or otherwise) under the terms of, any contract to which
Purchaser is a party or by which Purchaser is bound or by which any of the
assets of Purchaser is bound or affected, (b) result in the creation of any
lien, charge or encumbrance upon any assets of Purchaser pursuant to the terms
of any such contract, or (c) violate any judgment against, or binding upon,
Purchaser or upon the assets of Purchaser, or (d) violate any provision in the
charter documents, bylaws or any other agreement affecting the governance and
control of Purchaser.
3.3 Consents. No consent from, or other approval of, any governmental
entity or any other person, which has not been obtained, is necessary in
connection with the execution, delivery, or performance of this Agreement by
Purchaser.
3.4 Litigation. There is no action, suit, proceeding, or claim pending
or, to the knowledge of Purchaser, threatened against Purchaser by persons not a
party to this Agreement wherein an unfavorable decision, ruling, or finding
would render unlawful or otherwise adversely affect the consummation of the
transactions contemplated by this Agreement.
3.5 Finder's Fees. All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on by Purchaser and its
counsel directly with Seller and its counsel without the intervention of any
other person as the result of any act by Purchaser, and so far as is known to
Purchaser, without the intervention of any other person in such manner as to
give rise to any valid claim against any of the parties hereto for a brokerage
commission, finders' fee, or any similar payment.
ARTICLE IV
ADDITIONAL AGREEMENTS
4.1 Further Assurances. Following the date hereof, Seller shall execute
and deliver such other documents, and take such other actions, as may be
reasonably requested by Purchaser to complete the transactions contemplated by
this Agreement.
4.2 Publicity. The parties hereto shall jointly prepare any press
release or other public announcement relating to this Agreement, except that the
foregoing shall not prevent any party hereto or any affiliate thereof from
issuing any press release required by applicable law.
4.3 Agreement Regarding the Company. In order to induce each other to
enter into the stock purchase provided for by this Agreement, each party agreed
to enter into the Voting, Right of First Refusal and Buy-Sell Agreement attached
hereto as Exhibit 4.3.
ARTICLE V
SURVIVAL AND INDEMNITY
5.1 Survival of Representations and Warranties. All of the
representations and warranties made by the parties hereto in this Agreement or
pursuant hereto, shall be continuing and shall survive the closing hereof and
the consummation of the transactions contemplated hereby, notwithstanding any
investigation at any time made by or on behalf of any party hereto.
5.2 Indemnification Seller. Seller shall protect, indemnify and hold
harmless Purchaser, and its stockholders, directors, officers, employees,
agents, affiliates, successors and assigns, from any and all demands, claims,
actions, causes of actions, lawsuits, proceedings, judgments, losses, damages,
injuries, liabilities, obligations, expenses and costs (including costs of
litigation and reasonable attorneys' fees), arising from any breach of any
agreement, representation or warranty made by Seller in this Agreement.
5.3 Indemnification by Purchaser. Purchaser shall protect, indemnify
and hold harmless Seller, and its stockholders, directors, officers, employees,
agents, affiliates, successors and assigns, from any and all demands, claims,
actions, causes of actions, lawsuits, proceedings, judgments, losses, damages,
injuries, liabilities, obligations, expenses and costs (including costs of
litigation and attorneys' fees), arising from any breach of any agreement,
representation or warranty made by Purchaser in this Agreement.
ARTICLE VI
MISCELLANEOUS
6.1 Notices. Any notices to be given hereunder by any party to the
other parties may be effected either by personal delivery in writing or sent by
facsimile or by mail, registered or certified, postage prepaid with return
receipt requested, addressed to the one or more parties to be notified at the
addresses set forth beneath such parties' respective signatures below.
6.2 Counterparts. This Agreement may be executed in any number of
counterparts and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one and the
same instrument.
6.3 Amendments and Waivers. This Agreement may not be modified or
amended other than by an agreement in writing signed by all parties affected.
Any waiver of the terms, provisions, covenants, representations, warranties, or
conditions hereof shall be made only by a written instrument executed and
delivered by the party waiving compliance. The failure of any party at any time
or times to require performance of any provision hereof shall in no manner
affect the right to enforce the same. No waiver by any party of any condition,
or of the breach of any term, provision, covenant, representation, or warranty
contained in this Agreement in one or more instances shall be deemed to be or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition or the breach of any other term, provision,
covenant, representation, or warranty.
6.4 Entire Agreement. This Agreement sets forth the entire agreement
and understanding of the parties with respect to the transactions contemplated
hereby and thereby, and supersede all prior agreements, arrangements, and
understandings relating to the subject matter hereof.
6.5 Successors and Assigns. All of the terms, provisions, covenants,
representations, warranties, and conditions of this Agreement shall be binding
upon and shall inure to the benefit of and be enforceable by the parties hereto
and their respective assigns and successors.
6.6 Applicable Law. THIS AGREEMENT AND ALL QUESTIONS RELATING TO ITS
VALIDITY, INTERPRETATION, PERFORMANCE, AND ENFORCEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
6.7 Severability. If any term, provision, covenant, or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect and shall in no way be
affected, impaired, or invalidated.
6.8 Expenses. Each party shall bear its own legal, accounting and
administrative expenses in connection with the investigation, negotiation and
consummation of the transactions contemplated hereby.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
"SELLER"
LINKSXPRESS.COM, INC.
By: /s/ Ian
----------------
Scott-Moncrieff
Ian
Scott-Moncrieff, President
Address:: #1400-355
Burrard Street,
Vancouver, B.C. V6C-2G8
Telecopy:
604/681-9615
"PURCHASER"
JVWEB, INC.
By: /s/ Greg J. Micek
------------------
Greg J.
Micek, President
Address: 5444
Westheimer, Suite 2080
Houston, Texas 77056
Telecopy:
713/840-9034
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM ITEM 1
OF FORM 10-QSB FOR THE QUARTER ENDED DECEMBER 31, 1999 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> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 14512
<SECURITIES> 0
<RECEIVABLES> 102661
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 117173
<PP&E> 4490
<DEPRECIATION> 2580
<TOTAL-ASSETS> 567083
<CURRENT-LIABILITIES> 446899
<BONDS> 0
0
0
<COMMON> 104141
<OTHER-SE> 16043
<TOTAL-LIABILITY-AND-EQUITY> 567083
<SALES> 62971
<TOTAL-REVENUES> 62971
<CGS> 40459
<TOTAL-COSTS> 40459
<OTHER-EXPENSES> 576660
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8942
<INCOME-PRETAX> (561090)
<INCOME-TAX> 0
<INCOME-CONTINUING> (561090)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (561090)
<EPS-BASIC> (0.06)
<EPS-DILUTED> (0.06)
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