PACIFIC WEBWORKS INC
10-12G/A, 1999-07-30
PREPACKAGED SOFTWARE
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                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                 _______________

                                     Form 10
                                 ______________


                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                      PURSUANT TO SECTION 12(b) OR 12(g) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                             PACIFIC WEBWORKS, INC.
             (Exact name of registrant as specified in its charter)

NEVADA                                                87-0627910
(State of incorporation)               (I.  R.  S.  Employer Identification No.)


                          180 South 300 West, Suite 400
                           Salt Lake City, Utah 84101
                                 (801) 578-9020
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)



        Securities to be registered pursuant to Section 12(b) of the Act:

                                      None
             _______________________________________________________

        Securities to be registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.001 per share


<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders of
Pacific WebWorks, Inc.

We have audited the accompanying balance sheets of Pacific WebWorks,  Inc. as of
December  31,  1998  and  1997  and  the  related   statements  of   operations,
stockholders'  equity and cash flows for the years then ended.  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  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Pacific WebWorks,  Inc. as of
December 31, 1998 and 1997 and the results of its  operations and cash flows for
the  years  then  ended  in  conformity  with  generally   accepted   accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company has had  recurring  operating  losses and is
dependent upon financing to continue operations. These factors raise substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard  to these  matters  are  also  described  in the  Note 2.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



CROUCH, BIERWOLF & CHISHOM

Salt Lake City, Utah
January 26, 1998




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