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: 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 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 No X
--- ---
(The Company became subject to the reporting requirements on January 20,
2000)
APPLICABLE ONLY TO CORPORATE ISSUERS
As of February 11, 2000, the issuer had 4,647,447 shares of its common
stock, par value $0.001 per share, issued and outstanding. As of February 11,
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 February 11, 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 upon the earlier to occur of: (i) February 28, 2000; or (ii) the
completion by the Company of a registered public equity offering in the minimum
of $2,000,000.
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
Balance Sheets at September 30, 1999
and December 31, 1999 p. 3
Statements of Operations for the three
months ended December 31, 1999 and 1998 p. 4
Statement of Changes in Shareholders'
Equity for the three months ended
December 31, 1999 and 1998 p. 6
Statement of Cash Flows for the three months
ended December 31, 1999 and 1998 p. 5
Notes to the Financial Statements p. 7
Item 2 Management's discussion and analysis or plan
of operation p. 12
PART II - OTHER INFORMATION p. 14
Item 1 Legal proceedings p. 14
Item 2 Changes in Securities and use of proceeds p. 14
Item 3 Defaults upon senior securities p. 14
Item 4 Submission of matters to a vote of
security holders p. 14
Item 5 Other events p. 14
Item 6(a) Exhibits p. 15
Item 6(b) Reports on Form 8-K p. 15
Signatures p. 16
2
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
<CAPTION>
NETWEB ONLINE.COM, INC.
UNAUDITED BALANCE SHEETS
At December 31, 1999 and 1998
ASSETS
------
December 31, September 30,
1999 1999
-------------- ---------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 29,677 $ 883
Advance to shareholder 1,250 1,250
Subscription Note Receivable 10,000 -
Deferred advertising costs 181,791 181,791
Inventory 54,193 51,830
Prepaid expenses 5,270 2,189
-------------- ---------------
Total current assets 282,631 237,943
OTHER ASSETS
Trademarks and Web Site Acquisition
18,017 -
Patent, net of amortization of $7,006 and $5,605
Total Other Assets 60,255 61,656
-------------- ---------------
78,272 61,656
TOTAL ASSETS $ 360,903 $ 299,599
============== ===============
LIABILITIES AND SHAREHOLDERS EQUITY
- ------------------------------------
CURRENT LIABILITIES
Accrued liabilities $ 15,900 $ 7,326
Other payables 40,000 40,000
-------------- ---------------
Total current liabilities 55,900 47,326
-------------- ---------------
COMMITMENTS AND CONTINGENCIES - -
LONG TERM LIABILITIES
Note payable to related party 35,000 35,000
-------------- ---------------
SHAREHOLDERS' EQUITY
Preferred Stock, $.001 par
value; 5 million shares
authorized:
Series I Convertible,
729,000 and 28,966
shares issued and
outstanding at December
31, 1999 and September
30, 1999, respectively;
liquidation preference
$86,218 729 29
Series II Redeemable,
200,000 issued and
outstanding at December
31, 1999 and September
30, 1999; liquidation
preference of $200,000
Common stock, $.001 par 200 200
value; 30 million shares
authorized,4,647,447 and
4,064,447 issued and
outstanding at December 31,
1999 and September 30, 1999,
respectively 4,647 4,064
Additional paid-in capital 1,177,748 1,127,281
Accumulated deficit (279,321) (264,301)
-------------- ---------------
904,003 867,273
Less notes receivable -
exercise of warrants (634,000) (634,000)
-------------- ---------------
Total Shareholders' 270,003 217,273
-------------- ---------------
Equity
LIABILITIES AND SHAREHOLDERS' $ 360,903 $ 299,599
EQUITY ============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements
3
<PAGE>
NETWEB ONLINE.COM, INC.
UNAUDITED STATEMENTS OF OPERATIONS
For the three months ended December 31,
1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
REVENUES $ 19,657 $ -
COST OF SALES 5,962 -
----------- -----------
Gross profit 13,695 -
GENERAL AND ADMINISTRATIVE EXPENSES 18,715 36,252
----------- -----------
Net loss before income tax
provision (5,020) (36,252)
Provision for income taxes - -
----------- -----------
Net loss $ (5,020) $ (36,262)
=========== ===========
Loss per share - basic and diluted $ 0.00 $ 0.01
=========== ===========
Weighted average number of shares -
basic and diluted 4,647,447 3,413,976
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<PAGE>
NETWEB ONLINE.COM, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
For the three months ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
--------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (5,020) $(142,254)
Adjustments to reconcile net loss
to net cash used in operating
activities
Depreciation and amortization
Inventory 1,401 -
Subscription receivable (2,363) (38,029)
Trademarks and web site (10,000)
acquisition -
Prepaid expenses (18,017) -
Accrued expenses (3,531) -
8,574 -
--------- ----------
Net cash used in operating activities
(28,956) (350,133)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITES
Advance to shareholder - (1,250)
Deposit on patent - (20,000)
--------- ----------
Net cash from investing activities
- (21,250)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common
stock,
preferred stock and warrants 57,750 341,710
--------- ----------
Net cash provided by financing
activities 57,750 376,710
--------- ----------
INCREASE/DECREASE IN CASH 28,794
Cash and cash equivalents at 883
---------
beginning of period
Cash and cash equivalents at end $ 29,677 $ 5,327
========= ==========
of period
SUPPLEMENTAL INFORMATION ON CASH
FLOWS:
Cash paid during the period for:
Interest $ - $ -
========= ==========
Income taxes $ - $ -
========= ==========
Non-cash investing and financing
activities:
Issuance of common stock for
acquisition of patent $ 0
=========
Issuance of common stock for
services $ 0
=========
Common stock sold for notes $ 0
=========
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE>
NETWEB ONLINE.COM, INC.
UNAUDITED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the three months ended December 31,1999 and 1998
<TABLE>
<CAPTION>
Preferred Stock Common Stock
------------------ ---------------------
Number of Number of
Shares Amount Shares Amount
--------- ------- ----------- --------
<S> <C> <C> <C> <C>
Balances at September 30,
1999 228,966 $ 229 4,058,447 $ 4,058
Shares issued for shares
of NetWeb OnLine.Com, Inc. 700,000 700 2,310,000 2,310
Shares retired in
connection with the
acquisition of NetWeb
Online.Com, Inc. - - (1,727,000) (1,727)
Net loss for period - - - -
Balance December 31, 1999 928,966 $ 929 4,647,447 $ 4,647
========= ======= =========== ========
</TABLE>
<TABLE>
<CAPTION>
Additional
paid-in Accumulated Notes
capital Deficit Receivable Total
----------- ------------- ------------ ---------
<S> <C> <C> <C> <C>
Balances at September
30, 1999 $ 1,127,287 $ (274,301) $ (634,000) $217,273
Shares issued for
shares of NetWeb
OnLine.Com, Inc. 54,740 - - 57,750
Shares retired in
connection with the
acquisition of NetWeb
Online.Com, Inc. 1,721 - - -
Net loss for period - (5,020) - (5,020)
----------- ------------- ------------ ---------
Balance December 31, 1999 $ 1,177,748 $ (279,321) $ 634,000 $270,003
=========== ============= ============ =========
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<PAGE>
NetWeb OnLine.Com, Inc.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED DECEMBER 31, 1999
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 10-01 of Regulation S-X.
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 policies 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 three-month
periods ended December 31, 1999 and 1998 are not necessarily indicative of the
operating results to be expected for a full year.
NOTE 2. - HISTORY AND ORGANIZATION
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(R). 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(R) 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.
The accompanying notes are an integral part of these financial statements
7
<PAGE>
NOTE 3. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions
- ------------------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses. Actual results could vary from the estimates that were
used.
Income Taxes
- -------------
The Company accounts for income taxes in accordance with the asset and liability
method. Deferred income tax assets and liabilities are computed periodically
for differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized. Income tax expense is the tax payable or refundable for the
period plus or minus the change during the period in deferred tax assets and
liabilities.
Cash and Cash Equivalents
- ----------------------------
The Company considers all unrestricted cash on hand and in banks, certificates
of deposit and other highly-liquid investments with maturities of three months
or less, when purchased, to be cash and cash equivalents for purposes of the
Statements of Cash Flows.
Advertising Costs
- ------------------
Advertising costs are charged to operations when the advertising first takes
place. The Company had capitalized $1,491 in September 30, 1999 and $180,300 in
September 30, 1998 related to the final version of the infomercial that has yet
to be aired. Advertising expense totaled $2,074 in the three months ended
December 31, 1999 and $2,000 for the period ended December 31, 1998.
Patent
- ------
The patent is being amortized straight-line over five years, the estimated
useful life of the patent.
NOTE 4. - 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.
The accompanying notes are an integral part of these financial statements
8
<PAGE>
NOTE 5. 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.
NOTE 6. - STOCKHOLDERS' EQUITY
During the three month period ended December 31, 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.
NOTE 7. - PATENTS AND TRADEMARKS
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.
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 percent 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 percent commission. As of December 31, 1999,
the independent contractor agreement had not been executed.
The accompanying notes are an integral part of these financial statements
9
<PAGE>
NOTE 8. - ADDITIONAL ROYALTIES
In addition to the royalties due the two owners of the patent (see Note F), 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 9. - INCOME TAXES
Deferred tax assets and liabilities at September 30, 1999 and 1998, consist of
the following:
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Current deferred tax asset $ 67,208 $ 66,657
Current deferred tax liability (67,208) (66,657)
--------- ---------
$ - $ -
========= =========
Non-current tax asset $ 97,711 $ 52,591
Valuation allowance (97,711) (52,591)
--------- ---------
$ - $ -
========= =========
</TABLE>
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 $446,000 and $322,000 at September 30, 1999 and September 30, 1998,
respectively. 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 2019. A 100% valuation allowance has been
recorded to offset the net deferred tax asset due to the uncertainty of
generating future taxable income.
The Company's income tax expense for the year ended September 30, 1999 and
September 30, 1998, differed from the statutory federal rate of 34 percent as
follows:
The accompanying notes are an integral part of these financial statements
10
<PAGE>
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Statutory rate applied to loss before income $(41,496) $(48,366)
taxes
Increase (decrease) in income taxes resulting
from:
State income taxes, net of federal income tax
effect (3,625) (4,225)
Increase in valuation allowance 45,671 52,591
Other (550)
--------- ---------
Income tax expense $ - $ -
========= =========
</TABLE>
NETWEB ONLINE.COM, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED DECEMBER 31, 1999
------------------------------------------
NOTE 10. - SUBSEQUENT EVENTS
On January 11, 2000, the Company filed a Registration Statement on Form
10-SB-12(g) for the purpose of becoming a voluntary reporting company under the
provisions of the Securities Exchange Act of 1934, as amended. The Securities
and Exchange Commission declared the registration statement effective as of
January 20, 2000.
Management has been advised that an NASD member securities maker has or intends
to file Form 211 with the NASD sometime during the month of February 2000 to
obtain approval for trading the Company's Common Stock on the OTC Bulletin Board
under the trading symbol NWOL.
The accompanying notes are an integral part of these financial statements
11
<PAGE>
Item 2. Management's Discussion and Analysis or
Plan of Operation.
The following information for the three month periods ended December
31, 1999 and 1998 has been derived from the Company's unaudited consolidated
financial statements and should be read in conjunction with the Company's
Registration Statement on Form 10-SB effective as of January 20, 2000.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements in this report and elsewhere (such as in other
filings by the Company with the Securities and Exchange Commission("SEC"), press
releases, presentations by the Company of its management and oral statements)
may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "expects",
"anticipates", "intends", "plans", "believes", "seeks", "estimates", and
"should" and variations of these words and similar expressions, are intended to
identify these forward-looking statements. The Company's actual results could
differ materially from those anticipated in these forward-looking statements.
Factors that might cause or contribute to such differences include, among
others, competitive pressure, the growth rate of the Internet industry and
electronic commerce, constantly changing technology and market acceptance of the
Company's products and services. The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking
statements, which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
RESULTS OF OPERATIONS
- -----------------------
COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1999 WITH THE THREE MONTHS
ENDED DECEMBER 31, 1998
Revenues for the three month period ended December 31, 1999 were
$19,657, compared to no revenues recorded during the same period of the prior
year, as a result of sales of the Company's golf training device, the
Wonderstick in the current period. The Company had a net loss of ($5,020)in the
quarter ended December 31, 1999, compared to a net loss of ($36,252) in the
corresponding prior quarter. The loss in the current quarter was attributable
primarily to increased general and administrative costs related to the NetWeb
OnLine.Com, Inc. acquisition and the preparation and filing of a registration
statement on Form 10-SB.
In December 1999, the Company (formerly known as The Golfing
Network.Com Inc.) acquired all of the outstanding shares of NetWeb OnLine.Com
Inc., a development stage company. This acquisition was made to further the
Company's primary business objective, which is the development and acquisition
of Internet web sites to sell a variety of products and services, including the
Wonderstick.
12
<PAGE>
In furtherance of this objective, the Company entered into various
agreements with strategic partners during the period ended December 31, 1999.
The Company entered into an agreement with uMember.com to become the sole
supplier of golf products and services on uMember's seven million member web
site. The Company purchased a 90% interest in E-Trade Golf.Com in exchange for
preferred stock. In addition, in January 2000, the Company purchased 30% of the
shares of Dietplace.Com, Inc., the owner of a development stage web site
designed to sell a wide variety of health and diet related products and
services, for the sum of $4,500.
The Company's e-commerce web sites are in various stages of
development. Significant revenues from these sites will develop only after the
funds needed for promotion of the Company's e-commerce programs are received
through financing activities described below.
LIQUIDITY AND CAPITAL RESOURCES
On December 31, 1999, the Company's cash balance was $29,677, compared
to $883 at the end of the prior quarter. The increase was 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 $6,057 during the quarter
primarily as a result of costs related to the acquisition of NetWeb OnLine.Com,
Inc. and the preparation and filing of Form 10-SB with the SEC.
During the next twelve (12) months, the Company intends to continue to
seek acquisitions and strategic alliances within the Internet marketing field.
To date, the Company has made strategic acquisitions and obtained services
required to develop its business primarily through the issuance of common and
preferred stock and from the proceeds of the private sale of securities.
Although it intends to pursue that same method in the next twelve months, it
expects that it will need to generate additional case flow to fulfill its
business plan. To that end, the Company will seek to generate increased
revenues from the sale of the Wonderstick and to begin to generate revenues from
the sale of advertising on its web sites and from the development and management
of web sites for other entities desiring to place their Internet "shopping
carts" on the Company's web portals. In addition, it intends to seek investment
capital from the private or public offering of securities during 2000. The
Company also intends to continue to seek acquisitions and strategic alliances
within the Internet marketing field, including the possible acquisition of
"collectible" inventories to offer for sale on its NetWebCollectibles.Com web
site.
The Company continues to be reliant upon the combination of revenues,
loans from stockholders and capital contributions to fund operations. The
Company has not generated any profits from its existing operations and continues
to incur substantial costs related primarily to development and maintenance of
its Internet web sites. The Company's continued existence is dependent upon its
ability to secure financing or its ability to generate sufficient cash flows
through operations to meet its operating costs and repay current obligations as
they come due.
13
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not a party to any lawsuit, litigation or regulatory
proceeding of any kind, filed, pending or threatened.
Item 2. Changes in Securities and Use of Proceeds.
During the quarter ended December 31, 1999, the Company issued the
following securities in transactions not registered under the Securities Act of
1933 (the "Act").
1. 33,737 shares of Series I Convertible Preferred Stock issued to
R&R Investments Corp. on or about October 5, 1999 in exchange for a 90%
ownership interest in E-Trade Golf.Com.
2. 2,310,000 shares of Common Stock and 700,000 shares of Series I
Convertible Preferred Stock issued in exchange for all of the outstanding shares
of common stock of NetWeb OnLine.Com Inc. (FL) pursuant to a Stock Acquisition
Agreement dated December 13, 1999.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Events
On January 7, 2000 the Company entered into an Agreement with
Dietplace.Com Inc. ("Dietcom") to purchase 30% of Dietcom's shares for the sum
of $4,500. Dietcom is the owner of a developmental stage web site designed to
sell health and diet related produces and services.
On January 17, 2000, the NASDAQ trading symbol for the Company was
changed to NWOL.
Item 6. Exhibits and Reports on Form 8-K.
14
<PAGE>
A. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION LOCATION
- ----------- --------------------------------- ------------------
<C> <S> <C>
10 Stock Purchase Agreement between Filed herewith
the Company and Dietplace.Com electronically
Inc., dated January 7, 2000.
10 Stock Acquisition Agreement Incorporated by
between the Company and NetWeb reference the
OnLine.Com, Inc. (FL), dated as
of December 13, 1999.
10 Sale, Transfer and Assignment of Incorporated by
Assets between PR Sources, Inc. reference
and NetWeb OnLine.Com, Inc. (FL)
dated October 7, 1999.
10 Sale, Transfer and Assignment of Incorporated by
Federal Service Mark reference
Registration between PR Sources,
Inc. and NetWeb OnLine.Com, Inc.
dated November 1, 1999.
10 Co-Brand Agreement between Incorporated by
uMember.com, Inc., dated reference
November 21, 1999.
10 Purchase and Sale Agreement Incorporated by
between R&R Investments and the reference
Company, dated December 6, 1999.
27 Financial data schedule Filed herewith
electronically
</TABLE>
The exhibits marked "Incorporated by reference" were previously
filed as an exhibit to the Company's Registration Statement on
Form 10-SB (File No. 000-28833) filed with the Securities and
Exchange Commission on January 11, 2000.
B. REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended December
31, 1999 or to date.
15
<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: February 14, 2000
16
<PAGE>
STOCK PURCHASE AGREEMENT
------------------------
BE IT KNOWN, that in exchange for the cash sum of FOUR THOUSAND FIVE HUNDRED
($4,500) DOLLARS and other good and valuable consideration, receipt of which is
hereby acknowledged, that
DIETPLACE.COM INC.
------------------
a Florida corporation maintaining its principal place of business at 1450 S.
Dixie Highway, Boca Raton, Florida 33432; hereinafter referred to as the
"Seller";
DOES HEREBY THIS DAY SELL, TRANSFER AND ASSIGN UNTO
NETWEB ONLINE.COM, INC., a Florida corporation maintaining its principal place
of business at 3350 N.W. 2nd Avenue, Boca Raton, Florida 33431, "PURCHASER", all
of the rights, title and interests in and to ONE MILLION FIVE HUNDRED THOUSAND
(1,500,000) newly issued and authorized shares of the SELLER'S $0.001 par value
of the Common Stock.
It is anticipated that the Certificate representing said shall be issued and
delivered to PURCHASER within 30 days from the date hereof.
The basis of this Stock Purchase Agreement is a private transaction, not
involving a public offering, pursuant to exemption from registration as
promulgated by and under the Securities Act of 1933, with Purchaser acquiring
the described securities solely for investment purposes and PURCHASER has no
present view towards the further distribution of the aforesaid shares.
PURCHASER acknowledges that the subsequent sale, transfer or assignment of the
described securities may only be made in accordance with the applicable
provisions of the Federal Securities Act of 1933, as amended. Further, that the
Certificate for Shares shall have a Transfer Restriction Legend clearly placed
on both sides thereof advising of the transfer restrictions.
The parties acknowledge that for as long as PURCHASER retains at least 50% of
the aforesaid shares PURCHASER shall be entitled to nominate a candidate to
serve as a member of the Board of Directors, subject solely to shareholder
approval if the Company's shares are ever publicly traded. There are no other
representations made or intended hereby except that when issued, all shares
contemplated hereby will be fully paid, non-assessable and validly issued.
Signed as of the 7th
day of January, 2000
NETWEB ONLINE.COM, INC. DIETPLACE.COM, INC.
- ------------------------- --------------------
By: /s/ Harvey Judkowitz By: /s/ Robert M. Kline
-------------------------- -------------------------
Harvey Judkowitz, CEO Robert M. Kline, Incorporator
17
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> JAN-01-2000
<CASH> 29,677
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 54,193
<CURRENT-ASSETS> 282,631
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 360,903
<CURRENT-LIABILITIES> 55,900
<BONDS> 0
0
929
<COMMON> 4,647
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 360,903
<SALES> 19,657
<TOTAL-REVENUES> 19,657
<CGS> 5,962
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18,715
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,020)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,020)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,020)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
