SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended: March 31, 2000
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _________ to __________
Commission File No. 0-28833
NetWeb OnLine.Com Inc.
----------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Texas 75-2767933
------------------------------- -----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3350 N.W. 2nd Avenue, Suite A28, Boca Raton, FL 33431
--------------------------------------------------------------
(Address of Principal Executive Offices)
(561)-289-5175
-----------------------
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all 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 X No
--- ---
(The Company became subject to the reporting requirements on January 20,
2000)
APPLICABLE ONLY TO CORPORATE ISSUERS
As of April 30, 2000, the issuer had 4,647,447 shares of its common
stock, par value $0.001 per share, issued and outstanding. As of April 30,
2000, 762,703 shares of Series I Preferred Stock were issued and outstanding.
Each share of Series I Preferred Stock is convertible at any time from and after
12 months after issuance into three (3) shares of the Company's Common Stock.
As of April 30, 2000, 200,000 shares of the Company's Series II Redeemable
Preferred Stock were issued and outstanding. The Series II Redeemable Preferred
Stock is redeemable by the Company at the option of the Board of Directors, at
$1.50 per share.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
1
<PAGE>
NETWEB ONLINE.COM INC
INDEX TO FORM 10-QSB
PART I - FINANCIAL INFORMATION PAGE NO.
Item 1 Financial statements p. 3
Item 2 Management's discussion and analysis or plan
of operation p. 4
PART II - OTHER INFORMATION p. 4
Item 1 Legal proceedings p. 5
Item 2 Changes in Securities and use of proceeds p. 5
Item 3 Defaults upon senior securities p. 5
Item 4 Submission of matters to a vote of
security holders p. 5
Item 5 Other events p. 6
Item 6(a) Exhibits p. 6
Item 6(b) Reports on Form 8-K p. 6
Signatures p. 7
2
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
3
<PAGE>
NETWEB ONLINE.COM, INC.
FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 2000
TABLE OF CONTENTS
Page No.
---------
Independent Accountants' Review Report F-2
Balance Sheets - March 31, 2000 (Unaudited) and
September 30, 1999 (Audited) F-3
Statements of Operations - For the Three Months Ended
March 31, 2000 and 1999 (Unaudited) F-5
Statement of Changes in Stockholders' Equity -
For the Six Months Ended March 31, 2000
(Unaudited) F-6
Statement of Cash Flows - For the Six Months
Ended March 31, 2000 (Unaudited) F-7
Notes to Financial Statements F-8
F-1
<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
To the Board of Directors and Stockholders
of NetWeb Online.Com, Inc.
Boca Raton, Florida
We have reviewed the accompanying balance sheet of NetWeb Online.Com, Inc., as
of March 31, 2000, and the related statements of operations, changes in
stockholders' equity, and cash flows for the three months then ended, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of NetWeb Online.Com, Inc.
A review of interim financial information consists principally of inquiries of
company personnel and analytical procedures applied to financial data. It is
substantially less in scope than an audit 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 accompanying March 31, 2000 financial statements in order for
them to be in conformity with generally accepted accounting principles.
The financial statements for the year ended September 30, 1999 were audited by
other auditors, and they expressed an unqualified opinion with a going concern
paragraph in their report dated December 29, 1999. We have not performed any
auditing procedures since that date.
SEWELL AND COMPANY, PA
Hollywood, Florida
April 26, 2000
F-2
<PAGE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM INC.
BALANCE SHEETS
MARCH 31, 2000 (UNAUDITED) AND SEPTEMBER 30, 1999 (AUDITED)
MARCH 31, SEPTEMBER 30,
2000 1999
(UNAUDITED) (AUDITED)
- ---------------------------------------------------- -----------
<S> <C> <C>
ASSETS
Current Assets
Cash $ 55,992 $ 883
Note receivable related parties 20,350 1,250
Inventory 46,193 51,830
Deferred advertising cost 181,791 181,791
Prepaid expenses 8,000 2,189
----------- --------------
Total Current Assets 312,326 237,943
Intangible assets
Trademark and web sites net of amortization of
$3,084 and $0. 89,979 -
Patents net of amortization of $8,740 and $5,605 69,268 61,656
----------- --------------
159,247 61,656
Other assets
Investments 4,750 -
Other assets 2,500 -
----------- --------------
$ 478,823 $ 299,599
=========== ==============
</TABLE>
F-3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 12,815 $ 7,326
Current portion of note payable related parties 40,000 40,000
----------- ---------------
Total current liabilities 52,815 47,326
Long term liabilities
Note payable related parties 35,000 35,000
Accrued interest - -
----------- ---------------
35,000 35,000
Redeemable Preferred stock 200,000 200,000
Shareholders' equity
Common stock, $0.001 par value 30 million shares
authorized, 4,647,447 and 4,064,447 issued and
outstanding respectively 4,647 4,058
Preferred stock, $0.001 par value, 5 million shares
authorized:
Series I convertible, 762,703 and 28,966 issued
and outstanding respectively 763 29
Additional paid in capital 1,045,387 921,487
Less: subscriptions receivable (519,510) (634,000)
Retained deficit (340,279) (274,301)
----------- ---------------
191,008 17,273
----------- ---------------
$ 478,823 $ 299,599
=========== ===============
</TABLE>
F-4
<PAGE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999 (UNAUDITED)
MARCH 31, MARCH 31,
2000 1999
(UNAUDITED) (UNAUDITED)
------------ ------------
<S> <C> <C>
Revenue
Sales, net of discounts and returns $ 14,225 $ -
Cost of Goods Sold (6,277) -
------------ -----------
Gross Profit 7,948 -
Expenses
Accounting and legal 30,129 -
General and administrative 13,106 36,252
Consulting 9,917
Royalties 8,124 -
Amortization 4,818
------------
66,094 36,252
Other income/expenses
Interest expense 2,812 -
------------ -----------
Net Loss $ (60,958) $ (36,252)
============ ===========
Net Loss Per Common Share $ (0.014) $ (0.011)
</TABLE>
F-5
<PAGE>
<TABLE>
<CAPTION>
NETWEB ONLINE.COM, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED MARCH 31, 2000 (UNAUDDITED)
COMMON STOCK PREFERRED STOCK PAID IN RETAINED NOTES
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT
------------- ----------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance September 30, 1999 4,058,447 $ 4,058 228,966 $ 229 $1,121,287 $(274,301)
Reclassify Redeemable Preferred stock (200,000) (200) (199,800) (200,000)
------------- ----------------- --------- ----------
4,058,447 4,058 28,966 $ 29 $ 921,487 $(274,301)
Shares issued in exchange for shares of
NetWeb Online.Com, Inc., December
15, 1999 2,310,000 2,310 700,000 700 54,740
Shares retired in connection with the
acquisition of NetWeb Online.Com, Inc.
December 15, 1999 (1,721,000) (1,721) 1,721 -
Shares issued in connection with the
purchase (90% interest) of the web site
E-Trade Golf.Com, December 6, 1999 33,737 34 67,439 67,473
Payments received on notes receivable 114,490 114,490
Net loss six months ended March 31, 2000 (65,978) (65,978)
Balance March 31, 2000 4,647,447 $ 4,647 762,703 $ 763 $1,045,387 $(340,279)
============= ================= ========= ========== ========== ==========
RECEIVABLE TOTAL
------------ --------
<S> <C> <C>
Balance September 30, 1999 $ (634,000) $217,273
Reclassify Redeemable Preferred stock
$ (634,000) $ 17,273
Shares issued in exchange for shares of
NetWeb Online.Com, Inc., December
57,750
Shares retired in connection with the
acquisition of NetWeb Online.Com, Inc.
December 15, 1999
Shares issued in connection with the
purchase (90% interest) of the web site
E-Trade Golf.Com, December 6, 1999
Payments received on notes receivable
Net loss six months ended March 31, 2000
Balance March 31, 2000 $ (519,510) $191,008
============ ========
</TABLE>
F-6
<PAGE>
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 2000 (UNAUDITED)
Cash flows from operating activities:
Net loss $(65,978)
----------
<S> <C>
Adjustments to reconcile net loss to net
cash provided by operating activities:
Amortization 6,219
(Increase) decrease in prepaid expenses (5,811)
(Increase) decrease in inventories 5,637
(Increase) decrease in other receivables (19,100)
(Increase) decrease in trademarks and web site costs (103,810)
Increase (decrease) in accounts payable 5,489
----------
Total adjustments (111,376)
----------
Net cash used by operating activities (177,354)
----------
Cash flows from investing activities:
Cash payments for the purchase of property (7,250)
----------
Net cash provided by investing activities (7,250)
----------
Cash flows from financing activities:
Proceeds from notes receivable 114,490
Proceeds from issuance of common and preferred stock 125,223
----------
Net cash provided by financing activities 239,713
----------
Net increase (decrease) in cash and cash equivalents 55,109
Cash and cash equivalents, beginning of year 883
----------
Cash and cash equivalents, end of period $ 55,992
==========
Shareholders' equity note:
On December 15, 1999 the Company issued 700,000 shares of its preferred stock and 2,310,000
shares of its common stock, in connection with the acquisition of NetWeb Online.Com, Inc.,
whose assets were valued at $57,750.
On December 6, 1999 the Company issued 33,737 shares of its Series I Preferred stock in
exchange for a 90% interest in the web site E-trade Golf.Com, which was valued at $67,439.
</TABLE>
F-7
<PAGE>
NETWEB ONLINE.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
NOTE 1 UNAUDITED FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Rule 310(b) of Regulation SB.
Accordingly, they do not include all of the information and footnote disclosures
normally included in complete financial statements prepared in accordance with
generally accepted accounting principles. For further information, such as
significant accounting pollicies followed by the Company, refer to the notes to
the Company's audited financial statements.
In the opinion of management, the unaudited financial statements include all
necessary adjustments (consisting of normal, recurring accruals) for a fair
presentation of the financial position, results of operations and cash flow for
the interim periods presented. The results of operations for the six-month
periods ended March 31, 2000 and 1999 are not necessarily indicative of
operating results to be expected for a full year.
NOTE 2 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NetWeb Online.Com, Inc. (the "Company") was incorporated in the State of Texas
under the name GEAC, Inc. on November 5, 1997. In July 1999 its Articles of
Incorporation were amended to change its name to The Golfing Network.Com, Inc.
Contemporaneously with the acquisition of a Florida entity known as NetWeb
Online.Com, Inc., the Company changed to its present name on December 14, 1999
through the filing with the Texas Department of State of an amendment to its
Articles of Incorporation.
The Company was formed for the purpose of engaging in the marketing and sale of
golf and related products, including the purchase of the patent rights to the
Wonderstick . The Company subsequently expanded its business purposes to
include the development, acquisition and operation of a variety of Internet web
sites.
The Company markets, promotes and distributes the Wonderstick golf swing
training aid and other golf related products and services. The Company is
located in Boca Raton, Florida and it maintains a sales office in McKinney,
Texas. It offers and sells products and general merchandise internationally
through its proprietary web sites, and in the United States, directly to the
public through professional golf instructors.
F-8
<PAGE>
NETWEB ONLINE.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
NOTE 2 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Income Taxes
- -------------
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, which requires a liability approach to calculating
deferred income taxes.
Use of Estimates in Preparation of Financial Statements
- --------------------------------------------------------------
The preparation of the accompanying financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that directly affect the results of reported assets
and liabilities and disclosure of contingent assets and liabilities as of the
balance sheet date, and the reported amounts of revenues and expenses for the
period presented. Actual results could differ from these estimates.
Cash and Cash Equivalents
- ----------------------------
The Company considers all cash and cash equivalents highly liquid investments
with an original maturity of three months or less to be cash equivalents.
Inventory
- ---------
Inventories consist of golf swing training kits. Inventories are stated at the
lower of cost or market. The weighted-average cost method is used to determine
the cost of inventories.
Intangible Assets
- ------------------
The Company continually evaluates the carrying value of goodwill and other
intangible assets to determine whether there are any impairment losses. If
indicators of impairment are present in intangible assets used in operations,
and future cash flows are not expected to be sufficient to recover the assets'
carrying amount, an impairment loss would be charged to expense in the period
identified.
No reduction for impairment of intangible assets was necessary at March 31,
2000.
Amortization
- ------------
Amortization of trademarks and patents is determined utilizing the straight-line
method based generally on the estimated useful lives of the intangibles as
follows:
Trademarks and web sites 12 years
Patents 12 years
F-9
<PAGE>
NETWEB ONLINE.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
NOTE 2 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)
Credit Risk
- ------------
Financial instruments that potentially subject the Company to credit risk
include cash on deposit with two financial institutions amounting to $55,992 at
March 31, 2000, which was insured for up to $200,000 by the U.S. Federal Deposit
Insurance Corporation (FDIC).
Advertising
- -----------
Advertising costs are charged to operations when the advertising first takes
place. The Company had capitalized $1,491 on September 30, 1999 and $180,300 on
September 30, 1998 related to the final version of the infomercial that has yet
to be aired. Advertising expense totaled $150 and $2,000 for the six months
ended March 31, 2000 and 1999, respectively.
NOTE 3 COMMON STOCK AND PREFERRED STOCK
On December 15, 1999, the Company issued 2,310,000 shares of Common Stock in
exchange for all of the issued and outstanding shares of Capital Stock of NetWeb
Online.Com, Inc. (a Florida corporation). As part of that transaction, the
Company also issued 700,000 shares of its Series I $0.001 par value Convertible
Preferred Stock to the former shareholders of the Florida corporation. Each
share of Series I preferred stock is convertible into three shares of the
Company's common stock, any time after 12 months from the date of issuance at
the option of the preferred stockholder, and pays no dividends.
On December 6, 1999, in exchange for 90% interest on the web site E-Trade
Golf.Com, issued 33,737 shares of its Series I Convertible Preferred Stock.
Each share is convertible into three (3) shares of its common stock on
October 1, 2000.
F-10
<PAGE>
NETWEB ONLINE.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
NOTE 4 REDEEMABLE PREFERRED STOCK
Pursuant to the resolution adopted by the board of directors on May 14, 1998,
200,000 shares of authorized Preferred Stock were issued as Series II Redeemable
Preferred Stock. These shares shall be redeemable by the Company at the option
of the board of directors at a price of $1.50 per share, subject to
a) the expiration of a period of two years or
b) the Company achieving a net equity of two million dollars
At the date of this review, no redeemable Preferred Stock has been redeemed.
NOTE 5 INTANGIBLE ASSETS
As of March 31, 2000, intangible assets are summarized by major classification
as follows:
Trademark and web site $ 93,063
Patents 78,008
--------
171,071
Less accumulated amortization (11,824)
---------
$159,247
========
The amortization expense for the six months ended March 31, 2000 was $6,219.
NOTE 6 INCOME TAXES
Deferred tax assets and liabilities at March 31, 2000 and September 30, 1999
consist of the following:
March 31, September 30,
2000 1999
-------- ----------
Current deferred tax asset $ 67,208 $ 67,208
Current deterred tax liability (67,208) (67,208)
--------- ----------
$ --- $ ---
======== ========
Non-current tax asset $ 124,761 $ 101,409
Valuation allowance (124,761) (101,409)
-------- --------
$ -- $ --
======== ========
F-11
<PAGE>
NETWEB ONLINE.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
NOTE 6 INCOME TAXES (CONTINUED)
The current deferred tax liability results from capitalized advertising costs,
which were previously deductible for income tax purposes. The non-current
deferred tax assets result from the net operating loss carryforward, which
approximates $509,000 on March 31, 2000, and $446,000 at September 30, 1999.
The net operating loss carryforward, which is subject to annual limitations as
prescribed by the Internal Revenue Code, is available to offset future taxable
income through 2020. A 100% valuation allowance has been recorded to offset the
net deferred tax asset due to uncertainty of generating future taxable income.
The Company's income tax expense for the six months ended March 31, 2000 and the
year ended September 30, 1999 differed from the statutory federal rate of 34% as
follows:
March 31, September 30,
2000 1999
-------- ----------
Statutory rate applied to loss
before income taxes $ (21,476) $ (44,896)
Increase (decrease) in income
taxes net of federal income
tax effect (1,876) (3,922)
Increase in valuation allowance 23,352 49,369
Other -- (551)
--------- ------------
Income Tax Expense $ -- $ --
======== ========
NOTE 7 ROYALTIES
The Company purchased rights to the "Wonderstick" patent from the two previous
owners. The terms and conditions of the agreements are as follows:
The Company purchased the interest of owner number one for future royalties.
Under the agreement, owner number one will receive a $1.00 royalty for each unit
sold net of returns and giveaways. This agreement will expire on December 31,
2003, at which point the seller would retain no further interest in the patent.
In the event, however, that less than 100,000 units have been sold by that time,
rights to the patent would revert back to the seller. The Company does have the
option to "buy out" the contract for the remainder amount left on the minimum
$100,000 ($1.00 per unit for 100,000 units) plus an additional sum of $15,000.
F-12
<PAGE>
NETWEB ONLINE.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
NOTE 7 ROYALTIES (CONTINUED)
Effective June 3, 1998, the Company has also entered into an agreement to
purchase the remaining interest in the "Wonderstick" patent from Wonderstick,
Inc. (owner number two). Under the agreement, the Company purchased all the
corporate assets of Wonderstick, Inc. (including patent rights) excluding cash,
securities, accounts receivable, accounts payable, or any other obligations or
liabilities, for cash of $60,000 plus royalties and a stock option. A $20,000
cash down payment was made by the Company pursuant to this agreement, and the
remaining $40,000 is still payable, and at December 31, 1999 is included in
other payables in the accompanying balance sheet. Royalties of 10% of net sales
for units sold with a per unit sales price between $15.00 and $34.99 and $2.04
per unit for units sold at $35.00 or higher will be due for a period of five
years from the date of closing of the agreement. At closing, the seller was
also granted an option to purchase 3% of the outstanding common stock of the
Company at a total exercise price of $100. In connection with the purchase from
owner number two, the Company has agreed to enter into a three-year independent
contractor agreement. The agreement provides for annual compensation of $40,000
plus an 11% commission. As of March 31, 2000, the independent contractor
agreement had not been executed.
In addition to the royalties due the two owners of the patent, the Company has
also entered into royalty agreements for the endorsement of the Company's
product by five industry professionals. The agreements, which expire from April
19, 2000 to May 31, 2000, provide for royalties accumulating to $1.10 per unit
to be paid on "endorsed product" sales. Royalties due as of September 30, 1999
have been accrued and are included in accrued liabilities.
NOTE 8 NOTE PAYABLE TO RELATED PARTY
Note payable to related party consists
of an amount due from a shareholder
and director. The note is unsecured,
bears interest at 7.5%, and matures in
February 2003, at which time both
principal and interest will be due. $75,000
Less current maturity 40,000
-------
Long-term note payable $35,000
=======
Interest paid for the six months ended March 31, 2000 was $2,812.
F-13
<PAGE>
NETWEB ONLINE.COM, INC.
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
NOTE 9 GOING CONCERN UNCERTAINTY
The ability of the Company to continue as a going concern is dependent on its
ability to raise the necessary capital to finance the implementation of its
business plan. The financial statements do not include any adjustments to
reflect the possible effects on the recoverability and classification of assets
or classification of liabilities which may result from the possible inability of
the Company to continue as a going concern. Management is seeking and will
continue to seek to raise the working capital to assure the Company's viability,
through private or public equity offerings and/or debt financing.
F-14
<PAGE>
Item 2. Management's Discussion and Analysis or
Plan of Operation.
RESULTS OF OPERATIONS
- -----------------------
COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1999 WITH THE THREE MONTHS
ENDED March 31, 2000
Revenues for the three month period ended March 31, 2000 were
$14,225, compared to no revenues recorded during the same period of the prior
year. Revenues resulted from sale of golf equipment and training devices
in the current period. The Company had a net loss of ($60,958)in the
period ended March 31, 2000, compared to a net loss of ($36,252) in the
corresponding prior period. The loss in the current period is attributable
primarily to increased accounting, legal and consulting fees related to
the NetWeb OnLine.Com, Inc. acquisition, the preparation and filing of a
registration statement on Form 10-SB and compliance with the Company's
reporting requirements under the securities laws.
The Company is in the process of seeking additional financing and
strategic partners to expand its Internet presence. It continues to seek to
integrate web site acquisitions into its existing assets to enhance shareholder
value.
4
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
On March 31, 2000, the Company's cash balance was $55,992, compared
to $883 at the end of the prior fiscal year. The increase is
attributable primarily to proceeds from financing activities, consisting
of loans from stockholders and capital contributions received from the
private sale of restricted stock. Current liabilities increased by only
$5,489 during the first six months of this fiscal year despite increased
business activity.
The Company intends to seek additional capital during the remainder
of the year in order to meet its working capital needs. Such capital is
expected to come from the sale of equity, proceeds of loans and/or
strategic partnering and continued sales of its Wonderstick product.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any lawsuit, litigation or
regulatory proceeding of any kind.
Item 2. Changes in Securities and Use of Proceeds.
During the quarter ended March 31, 2000, the Company did not issue
any securities in transactions not registered under the Securities Act of
1933.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
5
<PAGE>
Item 5. Other Events
In April 2000 the Company replaced its independent public
accountants King, Griffin & Adamson, P.C., located in Dallas, Texas,
with its current independent accountants, Sewell & Company, P.A., located
in Hollywood, Florida. The change in accountants was made due to the
relocation of the Company's principal office from Texas to Florida. There
were no disagreements between the Company and the prior accountants. The
replacement of the accountants was approved by the Company's Board of
Directors.
Item 6. Exhibits and Reports on Form 8-K.
A. EXHIBITS
There are no exhibits to this Report.
B. REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended March 31,
2000 or to date.
6
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereto duly
authorized.
NETWEB ONLINE.COM, INC.
By /s/ Bryan Efimov
-------------------------
Bryan Efimov, President
Date: May 12, 2000
7
<PAGE>
