PACIFIC WEBWORKS INC
10QSB/A, 2000-05-15
PREPACKAGED SOFTWARE
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-Q/A
                                 Amendment 1

[X]     Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
        Act of 1934

                      For Quarter Ended: March 31, 2000

                                      OR

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                        Commission File No. 000-26731

                            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 principal executive offices and
                         principal place of business)


    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  [  ]

     As of May 9, 2000, the Registrant had a total of 12,800,342 shares of
common stock issued and outstanding.

<PAGE>
                              TABLE OF CONTENTS

                        PART I: FINANCIAL INFORMATION

Item 1:  Financial Statements...............................................3

Item 2:  Management's Discussion and Analysis or Plan of Operations........10

                          PART II: OTHER INFORMATION

Item 2: Changes in Securities and Use of Proceeds..........................14

Item 5: Other Events.......................................................15

Item 6:  Exhibits and Reports filed on Form 8-K............................15

Signatures.................................................................17

<PAGE>


                        PART I: FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

                            Pacific Webworks, Inc.
                                And Subsidiary

                      Consolidated Financial Statements

                                March 31, 2000

<PAGE>
                         CROUCH,  BIERWOLF & CHISHOLM
                         Certified Public Accountants
                         50 West Broadway, Suite 1130
                          Salt Lake City, Utah 84101
                            Office (801) 363-1175
                              Fax (801) 363-0615



                         INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders of
Pacific Webworks Inc.
Salt Lake City, Utah


We have reviewed the accompanying condensed consolidated balance sheet of
Pacific Webworks, Inc. and subsidiary as of March 31, 2000 and the related
condensed consolidated statements of income and cash flows for the period then
ended.   These financial statements are the responsibility of the company's
management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted  accounting
principles.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1999, and the related
statements of income, retained earnings, and cash flows for the year then
ended (not presented herein); and in our report dated January 31, 2000, we
expressed an unqualified opinion on those financial statements.  In our
opinion, the information set forth in the accompanying condensed balance sheet
as of December 31, 1999, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.

The accompanying statements of operations and cash flows for the period ended
March 31, 1999 were not audited or reviewed by us and, accordingly, we do not
express an opinion on them.

/s/ Crouch Bierwolf & Chisholm


Crouch, Bierwolf & Chisholm
May 3, 2000

<PAGE>

                            Pacific Webworks, Inc.
                         Consolidated Balance Sheets

                                    Assets
                                                     March 31    December 31
                                                       2000         1999
                                                  ------------- -------------
Current Assets                                      (unaudited)
   Cash and Cash Equivalents                      $    127,087  $    153,898
   Accounts Receivable (net of allowance of
    $12,798 and $3,798, respectively)                  433,010       101,429
   Employee Receivable                                   7,474         4,578
   Prepaid Expenses                                      9,022        16,333
   Accounts Receivable - Related Party                       -         6,800
   Notes Receivable - Related Party                          -       166,046
   Note Receivable                                     153,000             -
                                                  ------------- -------------
Total Current Assets                                   729,593       449,084
                                                  ------------- -------------

Property and Equipment                                 183,127       171,393
                                                  ------------- -------------
Other Assets
   Goodwill, net                                       237,687             -
   Deposits                                              5,250         5,250
   Computer Software Costs                               4,333         4,832
                                                  ------------- -------------
Total Other Assets                                     247,270        10,082
                                                  ------------- -------------

      Total Assets                                $  1,159,990  $    630,559
                                                  ============= =============

                     Liabilities and Stockholders' Equity

Current Liabilities
   Accounts Payable                               $    415,152  $     74,550
   Accrued Expenses                                    127,123        70,177
   Notes Payable                                     1,178,730       500,000
                                                  ------------- -------------
Total Current Liabilities                            1,721,005       644,727
                                                  ------------- -------------

Minority Interest                                            -             -

Stockholders' Equity
   Common Stock, authorized 50,000,000 shares of
     no par value, issued and outstanding
     10,400,342 and 10,395,679 shares                   10,400        10,396
   Deferred Compensation                                     -       (13,216)
   Paid in Capital                                   2,759,080     2,775,404
   Retained Deficit                                 (3,330,495)   (2,786,752)
                                                  ------------- -------------
       Total Stockholders' Equity                     (561,015)      (14,168)
                                                  ------------- -------------

Total Liabilities and Stockholders' Equity        $  1,159,990  $    630,559
                                                  ============= =============

  The accompanying notes are an integral part of these financial statements.

<PAGE>


                            Pacific Webworks, Inc.
                    Consolidated Statements of Operations

                                               For the three   For the three
                                               months ended    months ended
                                               March 31        March 31
                                               2000            1999
                                               --------------  -------------
SALES                                          $   1,992,032   $      4,499

COST OF GOODS SOLD                                   266,893          1,276
                                               --------------  -------------

GROSS PROFIT                                       1,725,139          3,223
                                               --------------  -------------
OPERATING EXPENSES
   General And Administrative Expenses               741,157        109,234
   Sales                                           1,431,393         35,086
   Research and Development                           81,116         35,563
                                               --------------  -------------

TOTAL OPERATING EXPENSES                           2,253,666        179,883
                                               --------------  -------------

OPERATING INCOME (LOSS)                             (528,527)      (176,660)
                                               --------------  -------------
OTHER INCOME AND (EXPENSES)
   Interest Expense                                  (15,215)             -
   Warrants Issued for Services                            -     (1,062,317)
                                               --------------  -------------
     Total Other Income and (Expenses)               (15,215)    (1,062,317)
                                               --------------  -------------

NET INCOME (LOSS)                              $    (543,742)  $ (1,238,977)
                                               ==============  =============

NET INCOME (LOSS) PER SHARE                    $        (.05)  $       (.15)
                                               ==============  =============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES          10,400,342      8,333,500
                                               ==============  =============

  The accompanying notes are an integral part of these financial statements.

<PAGE>

                            Pacific Webworks, Inc.
                    Consolidated Statements of Cash Flows


                                               For the three   For the three
                                               months ended    months ended
                                               March 31        March 31
                                               2000            1999
                                               --------------  -------------
Cash Flows From Operating Activities

Net income (loss)                              $    (543,742)  $ (1,238,977)
Adjustments to Reconcile Net Income (Loss) to
  Net Cash Used in Operating Activities:
   Depreciation & Amortization                        32,842      1,067,259
   Bad Debt                                            9,000              -
   Minority Interest                                       -              -
   Loss on Investments                               (25,000)             -
Change in Assets and Liabilities (Net of
 effects of acquisition of WCN)
  (Increase) Decrease in:
   Accounts Receivable                              (297,373)        (7,591)
   Other Receivables                                  (2,896)             -
   Prepaid Expenses                                    7,311              -
   Increase/(decrease) in:
   Accounts Payable and Accrued Expenses             380,202         (5,634)
                                               --------------  -------------
     Net Cash Provided (Used) by
      Operating Activities                          (439,656)      (184,943)
                                               --------------  -------------
Cash Flows from Investing Activities
  Cash paid for Notes Receivable                    (153,000)             -
  Purchase of Property and Equipment                 (18,788)       (20,334)
  Cash paid for deposits                                   -         (4,350)
  Cash acquired in acquisition                         5,628        750,000
                                               --------------  -------------
     Net Cash Provided (Used) by
      Investing Activities                          (166,160)       725,316
                                               --------------  -------------
Cash Flows from Financing Activities

  Proceeds from debt financing                       579,005        210,000
  Principal payments on debt financing                     -       (210,000)
                                               --------------  -------------
     Net Cash Provided (Used) by
       Financing Activities                          579,005              -
                                               --------------  -------------
Net Increase (Decrease) in Cash and
  Cash Equivalents                                   (26,811)       540,373
                                               --------------  -------------
Cash and Cash Equivalents
  Beginning                                          153,898          9,306
                                               --------------  -------------
  Ending                                       $     127,087   $    549,679
                                               ==============  =============

Supplemental Disclosures of Cash Flow Information:
  Cash payments for interest                   $           -   $          -
                                               ==============  =============
  Cash payments for income taxes               $           -   $          -
                                               ==============  =============

Supplemental Schedule of Noncash Investing and Financing Activities

 Common shares issued for services             $           -   $          -
                                               ==============  =============

  The accompanying notes are an integral part of these financial statements.

<PAGE>
                            Pacific Webworks, Inc.
                                March 31, 2000

NOTES TO FINANCIAL STATEMENTS

          Pacific Webworks, Inc. (the "Company") has elected to omit
substantially all footnotes to the financial statements for the three months
ended March 31, 2000, since there have been no material changes (other than
indicated in other footnotes) to the information previously reported by the
Company in their Annual Report filed on Form 10-KSB for the Fiscal year ended
December 31, 1999.

UNAUDITED INFORMATION

          The information furnished herein was taken from the books and
records of the Company without audit.  However, such information reflects all
adjustments which are, in the opinion of management, necessary to properly
reflect the results of the period presented.  The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.

ACQUISITION OF WORLD COMMERCE NETWORK, LLC

          Effective January 1, 2000, the Company issued 4,663  shares of its
common stock to U.S. Merchant Systems, Inc. for 1% of the outstanding stock of
World Commerce Network, LLC.  (WCN) The shares were valued at $9,180.  The
issuance increases the Company's ownership in WCN to 51% and WCN therefore
becomes a subsidiary of the Company.  The operations of WCN have been
consolidated with the Company's operations effective January 1, 2000.  Prior
to the additional 1% purchase, the Company owned 50% of WCN and recorded its
investment using the equity method.  The balance at December 31, 1999 was $0.

<PAGE>


      In this report references to "Pacific WebWorks," "we," "us," and "our"
refer to Pacific WebWorks, Inc.

                          FORWARD LOOKING STATEMENTS

     This Form 10-Q contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.  For this
purpose any statements contained in this Form 10-Q that are not statements of
historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Pacific WebWork's control.  These factors include but are not limited to
economic conditions generally and in the industries in which Pacific WebWorks
may participate; competition within Pacific WebWork's  chosen industry,
including competition from much larger competitors; technological advances and
failure by Pacific WebWorks to successfully develop business relationships.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

      Pacific WebWorks develops business software technologies for Internet
merchants. During the first quarter of 2000 we recorded revenues of
$1,992,032, this was a significant increase compared to the first quarter of
1999 revenues of $4,499.  Our net loss was $543,742, or $0.05 per share, for
the first quarter of 2000 compared to $209,993, or $0.03 per share, for the
first quarter of 1999.

      We have posted net losses from our inception and our independent
auditors, Crouch, Bierwolf & Chisholm report that this history of losses
raises doubt about our ability to continue as a going concern without
financing.  However, management believes our current and developing sales
channels will be sufficient to support our existing operations for the short
term.

Acquisitions.

       In March of 2000 we acquired an additional 1% interest in World
Commerce Network LLC, which is a marketing company we formed to promote and
sell products from Pacific WebWorks, U.S. Merchant Systems, and IntelliPay
Inc.  This additional 1% gave us a 51% total interest in World Commerce
Network.   World Commerce Network has recently begun an Internet Business
Opportunity seminar series offering affiliate opportunities to distribute
products of Pacific WebWorks, U.S. Merchant Systems and IntelliPay.  World
Commerce Network anticipates it will be able to present Pacific WebWorks
products to over 500 potential purchasers and affiliates each week.
Management believes World Commerce Network will continue to improve our
revenues through the acquisition of new merchants and resale opportunities to
existing merchants.

      On April 4., 2000 we signed a reorganization agreement to acquire all of
the outstanding shares of IntelliPay, Inc., a Delaware corporation.  We issued
2,400,000 common shares, valued at $8,400,000, in exchange for 1000 shares of
IntelliPay held by 18 shareholders.  IntelliPay became our wholly owned
subsidiary. We have been involved in a joint venture with IntelliPay to
establish MainStreetSquare.com, an online shopping portal.  Management
believes this acquisition will combine merchant bases of Pacific WebWorks and
IntelliPay, which opens up marketing and revenue opportunities.  In addition,
IntelliPay will become a key source of payment technologies for future
products of Pacific WebWorks.

Results of Operations.

     The following table summarizes the results of our operations for the
three months ended March 31, 2000 and 1999.

                                          Three Months Ended March 31
                                                2000         1999
                                          -------------- --------------
Sales                                         1,992,032          4,499

Cost of Goods Sold                              266,893          1,276

Gross Profit                                  1,725,139          3,223

Operating Expenses
   General & Administrative                     741,157        109,234
   Sales                                      1,431,393         35,086
   Research and Development                      81,116         35,563

Total Operating Expense                       2,253,666        179,883

Operating Income (Loss)                        (528,527)      (176,660)

Net Income (Loss)                              (543,742)    (1,238,977)

   We receive revenues for sale or access to our software technology sold by
us or by our resellers.  We also receive revenues from services provided for
website design.  During the first quarter we began seeing significant revenues
from our joint venture in World Commerce Network.  The success of the initial
seminars conducted early in the first quarter of 2000 led us to expand our
seminar funding to include a second team.  Seminars conducted by our second
team began late in the first quarter of 2000.  Recognized revenue follows
approximately three weeks after the sale is written at the seminar.  Only
after merchant account approval and lease approval is revenue recognized.

   We generated $ 1,992,032 in sales for the 2000 quarter, an increase of
$1,797,685 or 925% over the fourth quarter of 1999.  This completes our fourth
straight quarter of over 100% per quarter growth.  This growth is due to our
marketing efforts through World Commerce Network and the continued growth of
our existing sales channels.

   Cost of goods sold for the 2000 quarter decreased to 13.3 % of revenues, or
costs of $ 266,993, in comparison to 28.4% of revenues in the 1999 quarter.
The decrease was primarily due to renegotiated lower prices for merchant
accounts.  Accordingly our gross profit was 86.7 % of revenues for the 2000
quarter compared to 71.6 % of revenues for the 1999 quarter.

   Total operating expenses were 113 % of revenues, or $2,253,666, for the
2000 quarter as compared to $179,883, or 3,998 %, of revenues in the 1999
quarter.  This includes $557,717 in expenses for Pacific WebWorks and
$1,695,949 in expenses for World Commerce Network.  Because of the delay in
revenue recognition as discussed above, these costs appear abnormally high as
a percentage of revenues.  Consolidated general and administrative costs
increased to $741,157 in the 2000 quarter from $109,234 in the 1999 quarter.
Growth in general and administrative costs is primarily attributed to the
overhead in World Commerce Network.

   Sales expenses, which include both sales and marketing expenses, grew
$1,396,307 compared to the 1999 quarter.  This included radio advertising on
the Utah Jazz radio network, and direct mail of approximately 100,000 mail
pieces per week.  Sales expenses grew due to investments into World Commerce
Network seminar teams and increased commissions paid to existing Pacific
WebWorks sales channels.  Over $300,000 of expenses in World Commerce Network
were dedicated to funding the second team.

   Research and development expenses, including all costs for product design,
programming, and quality control, were $45,553 higher for the 2000 quarter
compared to the 1999 quarter.  As a percentage of sales, the actual costs
decreased from 790% in 1999 to 4% in the same quarter in 2000.

   Our operating loss was 26.5% of revenues for the 2000 quarter compared to
3,927% of revenues for 1999 quarter.   The primary source of our losses
relates to our investment in the growth of our marketing subsidiary, World
Commerce Network.  The loss attributable to Pacific WebWorks operations was
$.01 per share, while the loss relating to World Commerce Network was $.04 per
share.


Liquidity and Capital Resources.

   For the quarter ended March 31, 2000, we had $127,087 cash on hand and
total current assets of $729,593, compared to $153,898 cash on hand and total
current assets of $449,084 for the year ended December 31, 1999.  This
increase in total current assets was primarily due to the increase in accounts
receivable related to the increase in sales in the quarter.  $433,010 was
recorded for accounts receivable and a $153,000 note receivable was recorded
from IntelliPay, Inc.  The IntelliPay note receivable represents our
commitments to their operations during the period we were discussing the
potential acquisition of their operations.  The acquisition was completed in
the second quarter of 2000, as discussed above.

   Total current liabilities increased to $1,721,005 for the first quarter
compared to $644,727 for the 1999 year end.   Of this total, $986,650 related
to notes payable to Capital Communications.  An additional $192,080 of the
notes were with the minority partner in World Commerce Network.  Trade
accounts payable of $415,152 made up 42.6% of these liabilities.

   Net cash used by operating activities for the 2000 quarter was $439,656.
Net cash used by investing activities was $166,160, primarily due to cash paid
on the note receivable from IntelliPay, Inc.  Net cash provided by financing
activities for the 2000 quarter was $579,005 and proceeds from debt financing.

   Based on our revenues for the 2000 quarter, management believes that we
have sufficient resources available to us to continue our product development
efforts and to continue our sales, marketing, and promotional activities for
Visual WebTools .  However, we operate in a very competitive industry in which
large amounts of capital are required in order to develop and promote
products.  Many of our competitors have significantly greater capital
resources than we do.  We believe we will need to continue to raise additional
capital, both internally and externally, in order to successfully compete.

   While we may be able to fund our operations through our revenues for the
short term, we currently anticipate using private placements of our common
stock.  We intend to issue such stock pursuant to exemptions provided by
federal and state securities laws.  The purchasers and manner of issuance will
be determined according to our financial needs and the available exemptions.
We also note that if we issue more shares of our common stock our shareholders
may experience dilution in the value per share of their common stock.

   In January 2000, we issued 400,000 warrants to Columbia Financial at a
strike price of $3.50 for investor relations services to be provided for us
during the year 2000.  Currently Columbia holds 800,000 warrants to purchase
our common stock.

   In February we agreed to sell 400,000 common shares for $1,000,000 with
warrants for the purchase of an additional 600,000 common shares at strike
prices ranging from $5.00 to $7.50 per share.  Upon closing of this
transaction we will realize the $1 million and may also receive additional
proceeds from the exercise of the warrants.   However, the holders of the
warrants have total discretion whether or not they exercise the warrants.  We
cannot assure that all of the warrants will be exercised before their
expiration in 2004 and 2005.  If all our outstanding warrants are exercised we
would realize $6,375,000 in proceeds.

Factors Affecting Future Performance

   Actual development costs will depend on a number of factors, including our
ability to negotiate favorable licensing agreements with resellers; the number
of our resellers; the software and services for which they subscribe; the
nature and success of our products and services; establishing brand
recognition of our products; regulatory changes; and changes in technology.
In addition, our actual expenses and revenues could vary materially from the
amounts we anticipate or budget, and such variations may affect the additional
financing needed for our operations.  Accordingly, there can be no assurance
that we will be able to obtain the capital that we will require.

   We currently estimate that we will require between $2,500,000 and
$3,500,000 to further and fully develop our products and services in
accordance with our business plan.  To the extent that we acquire the amounts
necessary to fund our business plan through the issuance of equity securities,
our then-current shareholders may experience dilution in the value per share
of their equity securities.  The acquisition of funding through the issuance
of debt could result in a substantial portion of our cash flows from
operations being dedicated to the payment of principal and interest on that
indebtedness, and could render us vulnerable to competition or economic
downturns.

                          PART II: OTHER INFORMATION

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

(c)   On March 16, 2000 we issued 4,663 common shares valued at $9,180 to U.S.
Merchant Systems, Inc. for an additional 1% interest in World Commerce
Network, L.L.C.    The issuance of such shares was exempt from registration
under the Securities Act of 1933 by reason of Section 4(2) as a private
transaction not involving a public distribution.

   On January 10, 2000 we granted warrants for the purchase of 400,000 common
shares at a $3.50 per share strike price to Columbia Financial Group in
consideration for investor relation services.  These warrants expire on
January 10, 2005.  The issuance of these warrants was exempt from registration
under the Securities Act of 1933 by reason of Section 4(2) as a private
transaction not involving a public distribution.


ITEM 5: OTHER INFORMATION

   On February 22, 2000, we entered into a Registration Rights Agreement which
required Pacific WebWorks to file a registration statement with the Securities
and Exchange Commission to register for resale an aggregate of 1,800,000
common shares.  We agreed to register these shares in connection with separate
agreements between us and the selling stockholders.

   In January of 1999 and again in January of 2000 we entered into a
Consultant Agreement with Columbia Financial Group, Inc.  Under each agreement
Columbia Financial accepted warrants to purchase 400,000 common shares in
consideration for the services they would provide to Pacific WebWorks as its
investors relations firm.  In February of 2000 we agreed to include these
warrants to purchase 800,000 common shares in the Registration Rights
Agreement.  The warrants issued to Columbia Financial in consideration for
their services were exercisable on the date of each agreement.  None of the
warrants issued have been exercised as of the date of this filing.

   In February 2000 we entered into purchase agreement with two accredited
investors for the purchase by those investors of up to 400,000 units for
$1,000,000.  Each unit consisted of one share of our common stock and one "A"
Warrant and one "B" Warrant.  The "A" Warrant grants the investor the right to
purchase one additional share at an exercise price of $5.00 and the "B"
Warrant grants the investor the right to purchase 1/2 of one additional share at
an exercise price of $7.50.  Upon closing each investor will acquire 200,000
common shares, one "A" Warrant to purchase an additional 200,000 common shares
and a "B" Warrant to purchase an additional 100,000 common shares.

   The registration agreement requires Pacific WebWorks to file a registration
statement by April 15, 2000, however, we have been granted an extension to May
30, 2000.  We agreed to use our best efforts to cause the registration
statement to be effective by July 1, 2000.  Also, each investor has promised
not to acquire or own more than 4.99% of Pacific WebWorks' outstanding common
stock at any time.  The registration agreement will terminate upon the
earliest of the following:

       When all of the registered common shares have been sold by the
       investors;

       When the investors obtain an opinion of legal counsel that they may
       sell the shares under the provisions of Rule 144; or

       five years from the closing date.

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a)  Part I Exhibits.

Exhibit      Description
- ------       -----------
10.1         Consultant Agreement between Columbia Financial Group and Pacific
             WebWorks, dated January 10, 2000, filed on May 11, 2000

24           Consent of Crouch, Bierwolf & Chisholm, dated May 3, 2000

27           Financial Data Schedule


(b)  Reports on Form 8-K.

   On March 2, 2000 Pacific WebWorks, Inc. filed a Form 8-K regarding the
signing of a letter of intent between Pacific WebWorks, Inc. and IntelliPay
for the acquisition of IntelliPay as a wholly owned subsidiary.  No financial
statements were filed.

   On March 10, 2000 Pacific WebWorks filed a Form 8-K regarding the
acquisition of an additional 1% interest in World Commerce Network.  No
financial statements were filed.

   On April 19, 2000 Pacific WebWorks, Inc. filed a Form 8-K regarding the
signing of an agreement for acquisition of IntelliPay.  No financial
statements were filed.

<PAGE>
                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       Pacific WebWorks, Inc.


        May 12, 2000                        /s/ Christian Larsen
Date: ___________________________      By: ________________________________
                                         Christian Larsen, President, C.E.O.


        5/12/00                              /s/ Mat Dastrup
Date: ___________________________      By: ________________________________
                                                 Mat Dastrup,
                                                 Chief Financial Officer






<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-2000
<CASH>                                         127,087
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                  (12,798)
<INVENTORY>                                          0
<CURRENT-ASSETS>                               729,593
<PP&E>                                         243,060
<DEPRECIATION>                                (59,933)
<TOTAL-ASSETS>                               1,159,990
<CURRENT-LIABILITIES>                        1,721,005
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        10,400
<OTHER-SE>                                   (571,415)
<TOTAL-LIABILITY-AND-EQUITY>                 1,159,990
<SALES>                                      1,992,032
<TOTAL-REVENUES>                             1,992,032
<CGS>                                          266,893
<TOTAL-COSTS>                                2,253,666
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              15,215
<INCOME-PRETAX>                              (543,742)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (543,742)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (543,742)
<EPS-BASIC>                                     (0.05)
<EPS-DILUTED>                                   (0.05)


</TABLE>

                         CROUCH,  BIERWOLF & CHISHOLM
                         Certified Public Accountants
                         50 West Broadway, Suite 1130
                          Salt Lake City, Utah 84101
                            Office (801) 363-1175
                              Fax (801) 363-0615


                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



        We hereby consent to the use of our report, dated May 3, 2000, in this
quarterly report on Form 10-Q for Pacific Webworks, Inc.


/s/ Crouch, Bierwolf & Chisholm

Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
May 3, 2000





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