SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
COMMISSION FILE NO. 0-28833
Date of Report (Date of earliest event reported): June 30, 2000
NETWEB ONLINE.COM INC.
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(Exact Name of Registrant as Specified in Its Charter)
TEXAS 75-2767933
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(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
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(Address of Principal Executive Offices)
(561) 289-5175
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(Issuer's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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On June 26, 2000 NetWeb OnLine.Com Inc. entered into an Agreement with
Theodore A. Efimov (Sylvia Efimov, his wife) and Bryan J. Efimov (Patricia
Efimov, his wife) all of whom are jointly referred to as Efimov as the context
may provide, whereby the Efimovs agreed to surrender to the Issuer all of their
shares of Common Stock and Preferred Stock of NetWeb in exchange for all of the
issued and outstanding shares of The Golfing Network.Com Inc. (a Florida
corporation, being a wholly-owned subsidiary of the Issuer).
The effective date of the transaction was June 30, 2000 and both Theodore A.
Efimov and Bryan J. Efimov contemporaneously with the Closing of the transaction
resigned as officers and or directors of the Issuer, effective immediately.
All shares so surrendered are being canceled by the Issuer.
As of the date of this filing, no individuals have been appointed by the Board
of Directors as successors to Theodore A. Efimov and Bryan J. Efimov.
Item 7. Financial Statements and Exhibits
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(C) EXHIBITS
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10.1 Sale, Transfer And Assignment Agreement dated June 26, 2000,
effective as of the Closing on June 30, 2000 between NetWeb OnLine.Com Inc.
and Theodore Efimov, et al.
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.
NETWEB ONLINE.COM INC.
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By: /s/ Paul M. Galant
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Name: PAUL M. GALANT
Title: Secretary/Treasurer
Date: July 10, 2000
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10.1 Exhibit
SALE, TRANSFER AND ASSIGNMENT
PARTIES.
NEWWEB ONLINE.COM INC. ("NETWEB") and THEODORE EFIMOV, SYLVIA EFIMOV, BRYAN
EFIMOV and PATRICIA EFIMOV, jointly and or severally referred to as the
"EFIMOVS".
CONTEMPLATED TRANSACTION.
The transfer of 100% of the ownership of THE GOLFING NETWORK.COM INC., TGNC (a
Florida corporation), including all of the operating assets - related Internet
web sites, the WonderStick patent, tradename and product inventory; agreements
and related liabilities of thegolfingnetwork.com.
The parties agree that NETWEB will transfer all of the issued shares of Capital
Stock of TGNC to the EFIMOVS in exchange for their delivery, in negotiable form,
all of the shares of Common and Preferred Stock of NETWEB which are owned of
record by the EFIMOVS.
NETWEB DOES HEREBY THIS DAY, SELL, TRANSFER, CONVEY AND ASSIGN UNTO
the EFIMOVS, Certificate #1001 representing 1,000 shares of TGNC, presently
being all of the issued and outstanding shares of TGNC. Contemporaneously, the
EFIMOVS hereby sell, transfer convey and assign unto NETWEB ONLINE.COM INC., all
of their ownership interests in and to the following share certificates issued
by NETWEB:
COMMON STOCK:
250,000 shares, Certificate #3013 Issued 12/29/99 i/n/o
Theodore A. and Sylvia A. Efimov
250,000 shares, Certificate #3014 Issued 12/29/99 i/n/o
Bryan J. and Patricia Efimov
SERIES I -CONVERTIBLE PREFERRED STOCK:
15,026 shares, Certificate #P-I 0002 Issued 10/02/98 i/n/o Theodore A. Efimov
SERIES II -REDEEMABLE PREFERRED STOCK:
200,000 shares, Certificate #P-II 0001 Issued 05/15/98 i/n/o Theodore A.
Efimov
SPECIFIC WEB SITE ASSET
It is the intent of the parties that this Transaction include the transfer of
the 90% ownership interest owned by NETWEB in the e-tradegolf.com Internet web
site. To assure that this transfer is so concluded, the EFIMOVS will undertake
to obtain the consent of Michael F. Roesler, 10% owner thereof, to enter into an
exchange of 33,737 shares of Series I, Convertible Preferred Stock issued on
12/8/99 (under the name GEAC, Inc.) for a like number of a similar convertible
preferred stock to be issued by TGNC. Upon receipt by NETWEB from Michael
Roesler of the described share certificate properly endorsed, the asset transfer
to TGNC shall be deemed effective.
All Certificates being exchanged will be duly signed by the record owners and
all signatures will be duly stamped with a medallion signature guarantee by an
authorized bank.
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EACH OF THE PARTIES HEREBY WARRANT AND REPRESENT:
1. That he/she is an owner of the rights, title and interest in and to the
described share certificates, and that he/she has the legal capacity to
sell, transfer and assign such ownership rights;
2. That to the best knowledge of each party there are no threatened or
pending law suites or legal proceedings of any kind against any of the
parties with regard to the subject shares;
3. That to the best knowledge of each party there are no valid claims by any
third parties that can be asserted against their ownership interests;
4. That all parties will execute any and all documents that may hereafter be
required to transfer the ownership interests as stated.
EFFECTIVE DATE.
The parties hereby agree that this transaction shall be effective as of June 30,
2000, at which time all activity conducted in the name of NETWEB by Bryan Efimov
shall cease.
RELEASE OF PARTIES.
The parties hereto do hereby forever release each of the other from any and all
liability which may arise out of this transaction.
APPLICABLE LAW.
The parties agree that all disputes hereunder shall be governed by and construed
in accordance with the laws of the State of Florida and all proceedings
hereunder shall be set in the venue of Palm Beach County.
NOTICES.
All notices hereunder shall be addressed to the appropriate party(ies) and
delivered as follows:
To NetWeb OnLine.Com Inc., pobox 29-4317, Boca Raton, Florida 33429
To The Efimovs: Bryan J. Efimov, 4419 Santa Fe Lane, McKinney, TX 75070
COUNTERPARTS AND SIGNATURES.
This Agreement may be duly executed in counterparts, with all of them being
deemed one document. All signatures may be obtained by electronic 'facsimile'
transmission, and which shall be deemed originals.
In Witness Whereof, the parties hereby execute this Agreement as of June 26,
2000.
NETWEB NETWEB ONLINE.COM INC.
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BY: /s/ Harvey Judkowitz
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HARVEY JUDKOWITZ, CEO
EFIMOVS:
/S/ THEODORE EFIMOV /S/ BRYAN EFIMOV
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THEODORE A. EFIMOV BRYAN J. EFIMOV
/S/ SYLVIA EFIMOV /S/ PATRICIA EFIMOV
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SYLVIA A. EFIMOV PATRICIA EFIMOV
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