<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 10-KSB/A
__________________________
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934. For the fiscal year ended December 31, 1999.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934. For the transition period from ______________ to ______________.
Commission file number: 000-25799
FINANCIALWEB.COM, INC.
----------------------
(Name of Small Business Issuer in Its Charter)
Nevada 93-1202428
(State of Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
201 Park Place, Suite 321
Altamonte Springs, Florida 32701
--------------------------------
(Address of Principal Executive Offices including Zip Code)
(407) 834-4443
--------------
(Issuer's Telephone Number)
Securities registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of Class)
Check whether the issuer (1) filed reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 past 90 days. Yes __ No X
---
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in a definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ___
State the issuer's revenues for its most recent fiscal year: $445,882.
The aggregate market value of the common stock of the registrant held by
non-affiliates as of April 25, 2000 was approximately $36,214,622 based on the
average bid and asked prices for such common stock as reported on the Over-The-
Counter Bulletin Board. The number of shares of common stock outstanding as of
April 25, 2000 was 8,881,697.
The Registrant meets the conditions set forth in General Instruction
G(1)(a) and (b) of Form 10-KSB and is therefore filing this form with the
reduced disclosure format.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The following table sets forth information concerning the Company's
significant employees, executive officers and directors as of April 25, 2000.
Except as otherwise noted, none of the executive officers are directors or
officers of any publicly owned corporation or entity.
<TABLE>
<CAPTION>
Name Age Title
---- --- -----
<S> <C> <C>
Kevin Leininger 36 President, Chief Executive Officer and
Director
Edward Mullen 46 Chairman of the Board
James Gagel 44 Executive Vice President, Chief Operating
Officer, General Counsel, Secretary and
Director
Martin Averbuch(1) 47 Director
John D. Bergen 57 Director
Andrew Hobbs 39 Director
Leonard von Vital 49 Chief Financial Officer
Ronald Guerriero 56 Senior Vice President of Business
Development
Jeffrey Rudman 33 Senior Vice President of Partner Operations
Susan Dempsey 53 Senior Vice President of Online Services
and Development
Lsyle Wickersham 43 Senior Vice President of Marketing
Javier Caneda 27 Vice President of Product Sales
</TABLE>
________________
(1) Effective May 26, 2000, Mr. Averbuch resigned as a director of the
Company.
KEVIN LEININGER has served as the Company's President and Chief Executive
Officer since January 1, 2000 and director of the Company since February 1,
2000. Before joining the Company, Mr. Leininger served as the Vice President of
global marketing for ESPS Inc. (Nasdaq: ESPS), a leading provider of enterprise
compound document publishing software and services. From March 1997 to June
1998, Mr. Leininger served as the Vice President of global business development
for NeoMedia Technologies
33
<PAGE>
(Nasdaq: NEOM), a provider of software and services linking the printed and
Internet worlds. From June 1994 to March 1997, Mr. Leininger served as a
Software Systems Leader at Fermi National Accelerator Laboratory, where he
created and led various technology groups. Mr. Leininger holds a B.S. in physics
and mathematics from Iowa State University and an M.B.A. in international
business and finance from the University of Chicago.
EDWARD MULLEN has served as Chairman of the Board of directors since March 1,
2000. Before joining the Company's board of directors, Mr. Mullen was President
and a director of Marketing Services Group Inc. (Nasdaq: MSGi), a holding
company with eleven Internet and marketing services companies in its portfolio.
Before joining MSGi, Mr. Mullen served as the President and Chief Executive
Officer of CMG Direct Corp, the original CMGi company (Nasdaq: CMGI). Mr.
Mullen serves on the boards of several Internet companies. He has also served on
the boards of non-profit organizations such as WGBH-TV's Business Executive
Council, The Massachusetts Interactive Media Council and Business and Technology
for Schools and Technology (BEST). Mr. Mullen is an adjunct professor at Boston
College's Graduate School of Management where he teaches courses on Venture
Capital and Mergers & Acquisitions.
JAMES GAGEL has served as General Counsel of Company since December 1, 1998.
Following Mr Lichtman's resignation on October 22, 1999, Mr. Gagel served as
acting President, Chief Executive Officer and Chairman of the Board of the
Company. In addition, Mr. Gagel has served as a director of the Company since
February 5, 1998 and has served as Executive Vice President since March 3, 1999
and Chief Operating Officer since September 9, 1999. Before joining the
Company, Mr. Gagel was in private practice in Washington, D.C., where he
specialized in representing companies entering new domestic and international
markets with an emphasis on Latin America. A former Fulbright Scholar, Mr.
Gagel is a graduate of Duke University and Rutgers University Law School. He is
a member of the bars of New York, New Jersey, the District of Columbia, and
Florida.
MARTIN AVERBUCH has served as a director of the Company since March 24, 1999.
He is currently President and Chief Executive Officer of Adirondack Trading
Partners, LLC, a consortium formed to finance the International Securities
Exchange. Mr. Averbuch is a founder of the International Securities Exchange,
the first fully electronic options exchange in the United States. From August
1993 to August 1988, Mr. Averbuch served as Vice President On-Line Ventures,
Vice President Special Projects, and President of E*TRADE Capital Inc. with
E*TRADE Group, Inc. Mr. Averbuch served as a professor at Hofstra University in
the Department of Finance from 1977 to 1978. He received a B.S. in Economics
from the Wharton School of Finance at the University of Pennsylvania in 1974 and
M.B.A. and J.D. degrees from the University of Chicago in 1977.
JOHN D. BERGEN has served as a director of the Company since March 24, 1999.
Mr. Bergen is currently President of the Council of Public Relations Firms. He
joined the Council from CBS Corporation, where he directed the company's
external and internal communications, including public and investor relations,
government affairs, corporate marketing, and employee communications. Mr.
Bergen previously served as President and Chief Executive Officer of GCI Group,
the International Public Relations and Government Affairs arm of Grey
Advertising. Mr. Bergen taught English, philosophy and ethics at West Point and
was a strategic planner in the Pentagon and chief speech writer to Secretary of
Defense Caspar Weinberger during the Reagan administration. Mr. Bergen
completed his master's degree in English at Indiana University and completed his
undergraduate work at West Point. He is the editor of the Corporate
Communications sections of the Management Handbook, published by the American
Management Association, and an author of a Test for Technology, a book on
electronic warfare and technology in the Vietnam War.
34
<PAGE>
ANDREW HOBBS has served as a director of the Company since September 9, 1999.
Mr. Hobbs is Managing Director of Six Plus, Inc., a private investment company
located in Wilmington, Delaware. He currently serves on the board of directors
of Hazox Corporation, an environmental health and safety software company in
Malvern, Pennsylvania, and Lenexa Industrial Park, Inc., a real estate
management and development company in Kansas City, Missouri. Mr. Hobbs also
serves as the general partner of numerous investment limited partnerships with
exposure to leveraged buyout and hedged funds. Mr. Hobbs holds an M.B.A. from
Pepperdine University and a B.A. from Syracuse University.
LEONARD VON VITAL has served as Chief Financial Officer of the Company since
March 16, 2000. Before joining the Company, Mr. von Vital was Chief Financial
Officer of ESPS, Inc. (Nasdaq: ESPS), a leading provider of enterprise compound
document publishing software and services. From May 1998 until October 1998, Mr.
von Vital was Vice President of Finance, vending operations for Real Time Data,
Inc., a consolidator of vending businesses and a provider of technology to the
vending industry. From November 1993 to May 1998, Mr. von Vital held the
positions of Chief Financial Officer and Senior Vice President of Product
Management at Astea International Inc. (Nasdaq: ATEA), a developer and vendor of
enterprise customer relationship management software. Mr. von Vital is a
certified public accountant and holds a B.S. in accounting from St. Francis
College.
RONALD GUERRIERO has served as Senior Vice President of Business Development of
the Company since March 7, 2000. As Senior Vice President of Business
Development, Mr. Guerriero is responsible for identifying key partnerships with
regional Internet portals, such as the previously announced partnership with
StarMedia's (Nasdaq: STRM) Periscopio, and online financial service providers on
a global basis. He will play an instrumental role in the Company's strategy to
become a leader in the international e-financial marketplace through initiating
these relationships. Before joining the Company, Mr. Guerriero served as Chief
Executive Officer of Sylvan International Inc., a consulting firm based in
Needham, Massachusetts. Before Sylvan, Mr. Guerriero served as Chief Executive
Officer of Damon Corporation, a biotechnology company. Mr. Guerriero is an
active member of the MIT Enterprise Forum and a member of the adjunct faculty at
the Carroll Graduate School of Management at Boston College, where he teaches
courses in Venture Capital and Entrepreneurship. Mr. Guerriero also serves on
the Board of Advisors for opholio.com, merlin-net.com, benext.com and the
Neuroaugmentation Laboratory at Massachusetts General Hospital.
JEFFREY RUDMAN has served as Senior Vice President of Partner Operations of the
Company since February 21, 2000. As Senior Vice President of Partner
Operations, Mr. Rudman is responsible for managing the Company's international
strategic alliances, including the recently announced partnership with StarMedia
(Nasdaq: STRM). Before joining the Company, Mr. Rudman served as a Manager of
Financial Services Consulting division from KPMG Consulting, delivering
strategic consulting services to retail brokerage firms, banks providing
personal trusts services, mutual fund organizations and investment mangers. From
March 1999 to November 1999, Mr. Rudman served as an advisor and member of the
Project Management Team of WingspanBank.com, the online banking division of
First USA Bank, N.A. From October 1995 to June 1996, Mr. Rudman served as a
commercial paper trader with Heller Financial, a commercial lender. Mr. Rudman
holds an MBA in Finance and International Business from the University of
Chicago and a Bachelor's degree in Finance from Boston University.
SUSAN DEMPSEY, has served as Senior Vice President of Online Services and
Development of the Company since April 10, 2000. Before joining the Company,
Ms. Dempsey was Vice President of Citigroup. Ms. Dempsey was the designer of
the user interface for Citibank's Direct Access, one of the first e-banking
solutions. Prior to Citigroup, Ms. Dempsey was the co-founder of the Digital
Broadcasting Company, the parent of "The Source," one of the first consumer-
focused information e-distribution systems. Ms. Dempsey holds a bachelor's
degree in English from the University of Denver.
35
<PAGE>
LSYLE WICKERSHAM, has served as Senior Vice President of Marketing of the
Company since April 17, 2000. Before joining the Company, Mr. Wickersham was the
Managing Partner of Wickersham Hunt Schwantner, a communications agency focused
on the dot com space. Mr. Wickersham holds a Bachelor's degree in Communications
and Advertising from Ithaca College.
Significant Employees
JAVIER CANEDA has served as Vice President of Product Sales of the Company since
November 8, 1999. From 1998 to 1999, Mr. Caneda was a Business Development
Manager at Hyperfeed Technologies, a company devoted to providing high speed
exchange information via satellite service. From 1997 to 1998, Mr. Caneda
served as a sales executive for PC Quote.com, Inc. From 1996 to 1997 Mr. Caneda
worked as a licensed stockbroker with Myers Pollack Robbins. He holds a
bachelor's degree in Computer Science with a minor in Business Administration
from St. John's University.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, among others, to file with the Securities and Exchange
Commission (the "SEC") an initial report of ownership of the Company's common
stock on Form 3 and reports of changes of ownership on Form 4 or Form 5.
Persons subject to Section 16 are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms that they file. Under SEC rules,
certain forms of indirect ownership and ownership of Company common stock by
certain family members are covered by these reporting rules.
Based solely on a review of copies of such forms furnished to the Company,
Mr. Kevin Lichtman, the former Chief Executive Officer, Mr. James Gagel, Mr.
Raymond Barton, the former Senior Vice President of Marketing and Technology,
Mr. Jeffrey Abbott, the former Chief Information Officer, Mr. John Keating, the
former Vice President of Marketing, Mr. Andrew Hobbs, Mr. Martin Averbuch, Mr.
John Bergen and certain stockholders known to beneficially own more than 10% of
the Company's common stock have not filed their Forms 3, 4 and/or 5 with the
SEC. Mr. Leininger is in the process of notifying these people of their Section
16 filing requirements with the SEC.
Schedule of Non-Compliance with Section 16(a) of the Exchange Act
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
Number of Late Number of Transactions
Name Reports Not Reported
----------------------------------------------------------------------------------
<S> <C> <C>
Kevin Lichtman 2 2
----------------------------------------------------------------------------------
James Gagel 2 2
----------------------------------------------------------------------------------
Andrew Hobbs 1 --
----------------------------------------------------------------------------------
Martin Averbuch 1 --
----------------------------------------------------------------------------------
John Bergen 1 --
----------------------------------------------------------------------------------
Raymond Barton 2 --
----------------------------------------------------------------------------------
Jeffrey Abbott 2 --
----------------------------------------------------------------------------------
John Keating 2 --
----------------------------------------------------------------------------------
Glenn Laken 1 2
----------------------------------------------------------------------------------
John Katsock, Jr. 1 1
----------------------------------------------------------------------------------
Masada I, L.P. 1 --
----------------------------------------------------------------------------------
Allen & Company, Inc. 1 1
----------------------------------------------------------------------------------
Frank Musolino 1 1
----------------------------------------------------------------------------------
</TABLE>
36
<PAGE>
(5) years after the date of the grant with respect to incentive stock options
granted to any person who owns the Company's common stock possessing 10% or more
of the total voting power of all of the Company's capital stock.
Limitation of Liability of Directors and Indemnification of Directors and
Officers
The Company is incorporated in Nevada. Under Sections 78.7502 and 78.751 of
the Nevada Revised Statutes, a Nevada Company may, under specified
circumstances, indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by a director,
officer, employee or agent of the Company in connection with the action, suit or
proceeding, provided that such provision shall not eliminate or limit the
liability of an individual applying for indemnification if, unless otherwise
ordered by a court, a final adjudication establishes that (i) his acts or
omissions involved intentional misconduct, fraud, or a knowing violation of the
law and (ii) the act or omission was material to the cause of action.
The Company's Articles of Incorporation and Bylaws provide that the Company
may indemnify its officers, directors, employees and agents to the fullest
extent permissible under Nevada law. Directors and officers shall be, and
employees and agents may be, upon adoption of a resolution of the Board,
indemnified if made a party or threatened to be made a party, or involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative, or any appeal of such an
action or any inquiry or investigation that could lead to such an action,
against judgments, penalties (including excise and similar taxes and punitive
damages), fines, settlements and reasonable expenses (including, without
limitation, attorneys' fees) actually incurred in connection with such action.
The Board has the option of making any indemnification payments in advance and
to purchase and maintain insurance to protect itself and its officers,
directors, employees and agents. These indemnification rights are non-exclusive,
but they will not eliminate or limit the liability of any director, officer,
employee or agent to the extent that such person is found liable for: (i) a
breach of a duty of loyalty to the Company or its members; (ii) an act or
omission not in good faith that constitutes a breach of duty to the Company or
involves intentional misconduct or a knowing or reckless violation of the law;
(iii) a transaction from which the director, officer, employee or agent received
an improper benefit, whether or not the benefit resulted from an action taken
within the scope of the individual's duties; or (iv) an act or omission for
which liability is expressly provided by an applicable statute.
Item 11. Security Ownership Of Certain Beneficial Owners And Management.
The following table sets forth certain information as of April 25, 2000
regarding the beneficial ownership of the Company's common stock by: (1) each
person, entity or group known by the Company to own beneficially more than 5% of
the Company's outstanding common stock; (2) each director; (3) each of the named
executive officers; and (4) all current directors and executive officers as a
group. Unless otherwise indicated, the address of each person identified is c/o
FinancialWeb.com, Inc. 201 Park Place, Altamonte Springs, Florida 32701.
The percentages shown are based on 8,881,697 shares of common stock
outstanding as of April 25, 2000 as shown by the stock transfer agent, Alpha
Tech Stock Transfer Company. Pursuant to Rule 13d-3 under the Exchange
Act, shares of common stock which a person has the right to acquire pursuant to
the exercise of stock options and warrants held by that holder that are
exercisable within 60 days are deemed outstanding for the purpose of computing
the percentage ownership of that person,
40
<PAGE>
but are not deemed outstanding for computing the percentage ownership of any
other person.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent
Name and Address of Beneficial Owner Ownership (1) Of Class
------------------------------------ ------------- --------
<S> <C> <C>
Glenn B. Laken 1,574,663(2) 15.7%
John J. Katsock, Jr. 1,257,573(3) 13.0%
Frank Musolino 848,000(4) 9.5%
Masada I, L.P. 670,685(5) 7.6%
Kevin E. Leininger 56,250(6) *
Edward Mullen 416,668(7) 4.5
James P. Gagel 71,489(8) *
Martin Averbuch 100,000(9) 1.1
John D. Bergen 105,000(10) 1.1
Andrew Hobbs 191,864(11) 2.1
Kevin Lichtman 41,137(12) *
All directors and executive officers as 1,474,271(13) 14.3
a group (11 persons)
</TABLE>
______________________
* Represents less than 1% of the outstanding common stock.
(1) Beneficial ownership is determined in accordance with the rules of the SEC
and includes voting or investment power with respect to the securities. Unless
otherwise indicated by footnote, the persons named in the table have sole voting
and sole investment power with respect to all shares of common stock shown as
beneficially owned by them, subject to applicable community property laws. All
are U.S. citizens to the best of the Company's knowledge unless otherwise
indicated.
(2) Includes 1,173,663 shares of common stock underlying warrants. The address
for Mr. Laken is 30 S. Wacker, Suite 1606 Chicago, IL 60606.
(3) Includes 694,651 shares of common stock underlying warrants, 300 shares of
common stock which Mr. Katsock holds as custodian, 11,500 shares of common stock
held by Pinnacle Asset Management, Inc. of which Mr. Katsock is a Director and
majority shareholder (Mr. Katsock shares voting and investment powers with
respect to such shares), 43,861 shares of common stock held by Prime Equity
Fund, L.P., 15,000 shares of common stock underlying warrants held by Prime
Equity Fund, L.P. and 88,364 shares of common stock issuable upon the conversion
of Series A Convertible Preferred Stock held by Prime Equity Fund, L.P., of
which Mr. Katsock is the managing member of the general partner. The address for
Mr. Katsock is 277 Park Avenue, 27/th/ Floor New York, NY 10172.
41
<PAGE>
(4) Includes 100,000 shares of common stock and 125,000 shares of common
stock underlying warrants held by First American Investments Incorporated. Mr.
Musolino is the President of First American Investments Incorporated and Mr.
Musolino shares voting and investment powers with respect to such shares. The
address for Mr. Musolino is 1623 North Riverhills Drive Temple Terrace, FL
33617.
(5) The address for Masada I, L.P. is c/o Howard Schwartz, Esq. Boca Corp.
Center 2101 N.W. Corporate Blvd., Suite 414 Boca Raton, FL 33431.
(6) Includes shares of common stock issuable upon the exercise of stock options
which are currently exercisable or which are exercisable within 60 days after
April 25, 2000.
(7) Includes shares of common stock issuable upon the exercise of stock options
which are currently exercisable or which are exercisable within 60 days after
April 25, 2000.
(8) Includes 52,035 shares of common stock issuable upon the exercise of stock
options which are currently exercisable or which are exercisable within 60 days
after April 25, 2000.
(9) Represents the total number of shares of common stock issuable upon the
exercise of stock options which are currently exercisable or which are
exercisable within 60 days after April 25, 2000.
(10) Includes 100,000 shares of common stock issuable upon the exercise of stock
options which are currently exercisable or which are exercisable within 60 days
after April 25, 2000. Mr. Bergen also owns a limited partnership interest in
Prime Equity Fund, L.P., which is a beneficial owner of common stock and an
entity controlled by John J. Katsock, Jr. The address for Mr. Bergen is 1789
Wrightstown Road, Newtown, Pennsylvania 18940.
(11) Includes 500 shares of common stock, 100,000 shares of common stock
issuable upon the exercise of stock options which are currently exercisable or
which are exercisable within 60 days after April 25, 2000, 3,000 shares of
common stock owned by Dogwood Bonsai Opportunity Fund, L.P. of which Mr. Hobbs
is the general partner, and 88,364 shares of common stock issuable upon the
conversion of Series A Convertible Preferred Stock held by Dogwood Bonsai
Opportunity Fund, L.P.
(12) The address for Mr. Lichtman is c/o Larry Loftis, Esq., Zimmerman,
Shuffield, Orlando, FL 32802.
(13) Includes 1,437,817 shares of common stock issuable upon the exercise of
stock options which are currently exercisable or which are exercisable within 60
days after April 25, 2000.
Item 12. Certain Relationships and Related Transactions.
On December 14, 1998, the Company issued a promissory note for $500,000 in
principal amount, payable to Frank Musolino and was convertible into common
stock at an exercise price of $.50 per share, subject to adjustment. On December
23, 1999, Mr. Musolino converted such note and accrued interest thereon into
1,123,000 shares of common stock.
On January 6, 1999, and March 10, 1999, the Company issued two warrants for
1,000,000 shares of common stock each exercisable at $4.00 per share to Glenn B.
Laken and John J. Katsock, Jr., respectively, under the terms of their
consulting agreements. On April 16, 1999, Mr. Katsock and Mr. Laken exercised a
portion of their warrants and the Company issued 100,000 shares of common stock
to Mr. Laken (on a cashless basis, tendering 19,753 shares of common stock) and
400,000 shares of common stock to Mr. Katsock (on a cashless basis, tendering
79,012 shares of common stock).
The warrant held by Mr. Katsock and Mr. Laken provide that upon the sale of
securities by the Company below the exercise price of $4.00 per share, not only
would the exercise price decrease to that sales price, but also that the Company
would be obligated to issue a warrant for additional shares to Messrs. Laken and
Katsock pursuant to a formula in their warrants. On January 18, 2000, the
Company issued a warrant for 173,663 shares of common stock exercisable at $3.00
per share to Mr. Katsock and a warrant for 293,416 shares of common stock
exercisable at $3.00 per share to Mr. Laken.
42
<PAGE>
Form 10-SB filed on April 16, 1999, as amended and
incorporated herein by reference)
4.25 Consulting Agreement with registration rights, with Gary
Gould dated March 1, 1999 (filed as Exhibit 4.25 to the
Company's Registration Statement on Form 10-SB filed on
April 16, 1999, as amended and incorporated herein by
reference)
4.26 Director Services Agreement with Martin Averbuch dated March
24, 1999 (filed as Exhibit 4.26 to the Company's
Registration Statement on Form 10-SB filed on April 16,
1999, as amended and incorporated herein by reference)
4.27 Form of Certificate of Designations, Preferences and Rights
for Series A Convertible Preferred Stock (filed as Exhibit
4.1 to the Company's Current Report on Form 8-K filed on
April 12, 2000 and incorporated herein by reference)
10.1 Employment Agreement with Kevin Lichtman dated April 1,
1997, and amendment thereto, dated November 4, 1998 (filed
as Exhibit 10.1 to the Company's Registration Statement on
Form 10-SB filed on April 16, 1999, as amended and
incorporated herein by reference)
10.2 Employment Agreement with James P. Gagel dated December 1,
1998, and amendment thereto, dated February 1, 1999 (filed
as Exhibit 10.2 to the Company's Registration Statement on
Form 10-SB filed on April 16, 1999, as amended and
incorporated herein by reference)
10.3 Employment Agreement with Jeffrey Abbott dated October 1,
1998 (filed as Exhibit 10.3 to the Company's Registration
Statement on Form 10-SB filed on April 16, 1999, as amended
and incorporated herein by reference)
10.4 Employment Agreement with John Keating dated February 9,
1998 (filed as Exhibit 10.4 to the Company's Registration
Statement on Form 10-SB filed on April 16, 1999, as amended
and incorporated herein by reference)
10.5 Employment Agreement with Carl Surran dated July 21, 1997
(filed as Exhibit 10.5 to the Company's Registration
Statement on Form 10-SB filed on April 16, 1999, as amended
and incorporated herein by reference)
10.6 Director Services Agreement with Martin Averbuch dated March
24, 1999 (filed as Exhibit 10.6 to the Company's
Registration Statement on Form 10-SB filed on April 16,
1999, as amended and incorporated herein by reference)
10.7 Asset Purchase Agreement with Jeffrey A. Grossman dated
March 3, 1997 (filed as Exhibit 10.7 to the Company's
Registration Statement on Form 10-SB filed on April 16,
1999, as amended and incorporated herein by reference)
10.8 Asset Purchase Agreement with Gene Homicki dated March 3,
1997 (filed as Exhibit 10.8 to the Company's Registration
Statement on Form 10-SB filed on April 16, 1999, as amended
and incorporated herein by reference)
10.9 Asset Purchase Agreement with Randall Shepardson dated
January 11, 1998 (filed as Exhibit 10.9 to the Company's
Registration Statement on Form 10-SB filed on April 16,
1999, as amended and incorporated herein by reference)
46
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
FinancialWeb.com, Inc.:
We have audited the accompanying consolidated balance sheets of
FinancialWeb.com, Inc. and subsidiaries (the Company) as of December 31, 1999
and 1998 and the related consolidated statements of operations, stockholders'
deficiency, and cash flows for each of the three years in the period ended
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 1999 and 1998 and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1999 in conformity
with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 2, the
Company's recurring losses from operations, working capital deficiency, negative
cash flow from operations, and net stockholders' deficiency raise substantial
doubt about its ability to continue as a going concern. Management's plans
relating to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
As discussed in Note 3, the accompanying 1998 and 1997 consolidated financial
statements have been restated.
/s/ Deloitte & Touche LLP
-------------------------
Certified Public Accountants
Orlando, Florida
May 25, 2000
F-1
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on this 2/nd/ day of June, 2000.
FINANCIALWEB.COM, INC.
By: /s/ Kevin Leininger
----------------------------------------
Chief Executive Officer and President
In accordance with the Exchange Act, this report has been signed below on
June 2, 2000 by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Name Title
/s/ Kevin Leininger Chief Executive Officer, President and Director
-----------------------
Kevin Leininger
/s/ Leonard von Vital Chief Financial Officer
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Leonard von Vital
/s/ James P. Gagel Chief Operating Officer, General Counsel and Director
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James P. Gagel
/s/ Edward Mullen Director and Chairman of the Board
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Edward Mullen
/s/ John D. Bergen Director
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John D. Bergen
/s/ Andrew Hobbs Director
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Andrew Hobbs
