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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-QSB
(MARK ONE)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-23462
------------------------
MY WEB INC.COM
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
NEVADA 88-0207089
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
712 FIFTH AVENUE, 7TH FLOOR, NEW YORK, NY 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 582-3400
------------------------
Check whether the issuer: (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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of May 14, 1999, the
registrant had 10,571,606 shares of Common Stock outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
================================================================================
<PAGE>
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MY WEB INC.COM
FORM 10-QSB
FOR THE QUARTER ENDED MARCH 31, 1999
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C> <C>
Part I Financial Information
Item 1 Condensed Consolidated Balance Sheets at March 31, 1999 and at 3
December 31, 1998...................................................................
Condensed Consolidated Statements of Operations for the Three Month Periods Ended
March 31, 1999 and March 31, 1998................................................... 4
Condensed Consolidated Statements of Cash Flows for the Three Month Periods Ended
March 31, 1999 and March 31, 1998................................................... 5
Notes to Condensed Consolidated Financial Statements.................................. 6
Pro Forma Consolidated Balance Sheet as of March 31, 1999............................. 8
Item 2 Management's Discussion and Analysis.................................................. 11
Part II
Item 1 Legal Proceedings..................................................................... 13
Item 2 Changes in Securities................................................................. 13
Item 3 Defaults Upon Senior Securities....................................................... 13
Item 4 Submission of Matters to a Vote of Security Holders................................... 13
Item 5 Other Information..................................................................... 13
Item 6 Exhibits and Reports on Form 8-K...................................................... 13
</TABLE>
2
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<PAGE>
MY WEB INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
---------- ------------
(PRO-FORMA)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents....................................................... $ 717,497 $ 11,118
Accounts receivable, net........................................................ 456,171 1,100,492
Prepaid expenses and other current assets....................................... 279,730 6,176
---------- ------------
Total current assets....................................................... 1,453,398 1,117,786
Property and equipment, net.......................................................... 52,787 53,941
---------- ------------
$1,506,185 $1,171,727
---------- ------------
---------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable, trade......................................................... $ 711,607 $ 419,154
Other accounts payable.......................................................... 298,179 355,287
Due to directors................................................................ 22,329 37,271
Loans payable................................................................... 360,540 --
---------- ------------
Total current liabilities.................................................. 1,392,655 811,712
---------- ------------
Shareholders' equity:
Common stock, par value $.01; authorized 100,000,000 shares; issued, 9,503,069
shares in 1999 and 8,563,069 shares in 1998; outstanding 9,495,356 shares in
1999 and 8,555,356 in 1998..................................................... 94,954 85,554
Additional paid-in capital...................................................... 885,009 885,009
Retained earnings (deficit)..................................................... (132,712) 123,173
---------- ------------
847,251 1,093,736
Less: treasury stock, at cost................................................... 733,721 733,721
---------- ------------
Total shareholders' equity................................................. 113,530 360,015
---------- ------------
$1,506,185 $1,171,727
---------- ------------
---------- ------------
</TABLE>
3
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<PAGE>
MY WEB INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
-------------------------
1999 1998
---------- -----------
(PRO-FORMA)
<S> <C> <C>
Revenues:
Net sales........................................................................ $1,186,308 $ 105,462
Interest......................................................................... 8,101 --
---------- -----------
Total revenues.............................................................. 1,194,409 105,462
---------- -----------
Costs and expenses:
Cost of sales.................................................................... 395,193 20,739
Sales and marketing.............................................................. 791,526 56,796
Product development.............................................................. 11,865 13,035
General administration........................................................... 251,710 41,861
---------- -----------
Total costs and expenses.................................................... 1,450,294 132,431
---------- -----------
Loss before income taxes.............................................................. (255,885) (26,969)
Income taxes.......................................................................... -- --
---------- -----------
Net loss.............................................................................. $ (255,885) $ (26,969)
---------- -----------
---------- -----------
Loss per share........................................................................ $(.03) $(.00)
----- -----
----- -----
Average number of common shares outstanding........................................... 8,868,689 9,055,356
--------- ---------
--------- ---------
</TABLE>
4
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<PAGE>
MY WEB INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
-------------------------
1999 1998
---------- -----------
(PRO-FORMA)
<S> <C> <C>
Cash flows from operating activities:
Net loss.......................................................................... $(255,885) $ (26,969)
Adjustments:
Depreciation................................................................. 1,154 1,154
Common stock issuance for consulting services................................ 4,400 --
Working capital adjustments:
(Increase) decrease in accounts receivable, trade............................ 644,321 (60,039)
(Increase) decrease in prepaids and other.................................... (273,554) --
Increase in accounts payable................................................. 235,345 57,106
--------- -----------
Cash flows from operating activities......................................... 355,781 (28,748)
--------- -----------
Cash flows from investing activities:
Acquisition of property and equipment............................................. -- (17,614)
--------- -----------
Cash flows from financing activities:
Proceeds on issuance of common stock.............................................. 5,000 210,526
Repayments on due to directors.................................................... (14,942) (168,938)
Proceeds of loans payable......................................................... 360,540 --
--------- -----------
Cash flows from financing activities.............................................. 350,598 41,588
--------- -----------
Increase (decrease) in cash and cash equivalents....................................... 706,379 (4,774)
Cash balance, beginning................................................................ 11,118 55,656
--------- -----------
Cash balance, end...................................................................... $ 717,497 $ 50,882
--------- -----------
--------- -----------
Supplementary data:
Interest income received in operations............................................ $ 8,101 $ --
--------- -----------
--------- -----------
</TABLE>
5
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MY WEB INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The accompanying financial statements report the consolidated accounts of
My Web Inc.com, (formerly Asia Media Communications, Ltd.) and its newly
acquired subsidiary, Tecnochannel Technologies, Sdn. Bhd. (a Malaysian
corporation). Pursuant to the acquisition described in Note 4 hereto, the
Company has treated the transaction as a reverse acquisition and, accordingly,
has reported the pro forma effect in the 1998 statements in order to achieve
comparability in its operations and cash flows. The Company was incorporated on
February 20, 1985 pursuant to the laws of the State of Nevada, and presently has
its administrative office located in New York, New York and operations offices
in Kuala Lampur and Beijing.
NOTE 2: UNAUDITED FINANCIAL STATEMENTS
The consolidated financial statements as of March 31, 1999, and for the
period ended March 31, 1999 and 1998, included herein are unaudited; however,
such information reflects all adjustments consisting of normal recurring
adjustments, which are, in the opinion of management, necessary for a fair
presentation of the information for such periods. The 1998 presentation as
pro-forma gives effect to the reverse acquisition in February, 1999, in order to
provide comparability in the presentation of operations and cash flows. In
addition, the results of operations for the interim period are not necessarily
indicative of results for the entire year. The accompanying financial statements
are in condensed form and should be read in conjunction with the Company's
annual report filed on Form 10-KSB.
NOTE 3: STOCK SPLIT
On February 23, 1999, the Company effected a 1 (one) for 100 (one hundred)
reverse split of its outstanding common stock. Accordingly, the Company reduced
its common stock balance by $54,802 and transferred the amount to additional
paid-in capital. All references to common shares are based on the post split
amounts.
NOTE 4: ACQUISITION
On February 24, 1999, the Company acquired 100% of the issued and
outstanding capital stock of Tecnochannel Technologies, Sdn. Bhd. a Malaysian
corporation ('TSB'), in exchange for an aggregate of 8,500,000 shares of common
stock. In connection with such acquisition, the Company issued an aggregate of
440,000 shares of its common stock to GEM Ltd. for its services as financial
advisor to the Company.
TSB, which was formed in April, 1997 and operates under the trade name, 'My
Web,' has developed with Philips Consumer Electronics set-top boxes that enable
Internet access via the television set. The boxes are marketed and sold by
Philips and include software developed by TSB and Sun Microsystems.
Approximately 15,000 of the boxes are installed in Malaysia and Singapore. In
addition, TSB has developed and provides enabling technologies to manufacturers
and Internet service providers serving non-personal computer devices (such as
the set-top boxes), to enhance the functionalities of such devices. TSB also
operates the My Web Online Service which is an Internet portal providing
interactive applications, such as e-commerce, to both personal computer users
and set-top box users.
The Company accounted for the acquisition as a purchase under a reverse
acquisition procedure whereby TSB's operations and retained earnings are
reported as continuous.
NOTE 5: EXERCISES OF COMMON STOCK WARRANT
In February 1999, Ocean Strategic Holdings Limited ('OSHL'), exercised its
right to purchase 500,000 common stock shares at $.01 per share pursuant to a
warrant to purchase up to 1,000,000 common shares acquired in August, 1997 for
an aggregate consideration of $50,000 in cash. On April 1,
6
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<PAGE>
MY WEB INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1999, OSHL exercised its right under such warrant to purchase an additional
400,000 common shares at $.01 per share.
NOTE 6: SUBSEQUENT EVENTS
Private placement completion:
In May, 1999, the Company completed a private placement for the sale of
526,250 shares of its common stock with aggregate proceeds amounting to
$3,780,000. The Company intends to utilize these funds in the future development
of the business described in the acquisition above.
Exercise of stock option:
In May 1999, a non-qualified stock option under the Company's 1999
Incentive Program described in Note 7 below was granted and exercised to
purchase 150,000 shares of the Company's common stock at $6.00 per share, or an
aggregate of $900,000.
NOTE 7: COMMITMENTS AND CONTINGENCIES
Option agreement:
Pursuant to a proposed acquisition in 1996 which was never completed, the
Company had granted its then subsidiary, AMC Holdings, an option to convert
certain preference shares in the acquisition agreement to 125,000 shares of the
Company's common stock. The proposed acquired company executed an agreement of
forbearance whereby it was agreed to never exercise such option. As
management is presently uncertain as to the legal binding effect of such
agreement upon an innocent purchaser for value, and although management believes
that no shares will be required to be issued, an aggregate of 125,000 shares
are reserved in the event that the Company may be forced to issue such shares
in the future.
Agreement:
The Company executed a public relations consulting agreement which has a
six month term to provide such services as defined therein. The Company is
charging approximately $327,000 of advanced fee over the agreement term.
Approximately $272,000 is deferred as of March 31, 1999 and will be charged to
operations over the five remaining months. Such fees included the preparation
of product and corporate literature, as well as services related to media
distribution.
1999 Incentive Program:
In February 1999, the Company's stockholders approved the adoption of the
Company's 1999 Incentive Program (the 'Program') pursuant to which various types
of awards may be made. The aggregate number of common stock shares that may be
issued or transferred under the Program is 1,000,000 subject to certain
adjustments, provided that no award may be made under the Program that would
bring the total of all outstanding awards under the Program to more than 15% of
the total common stock shares then outstanding. No awards under the Program were
made during the three months ended March 31, 1999. An award was made and
exercised in May 1999. See Note 6 above.
7
<PAGE>
<PAGE>
PRO FORMA CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1999
The Company's unaudited pro forma consolidated balance sheet as of
March 31, 1999 gives effect to subsequent transactions which have a bearing on
the historical consolidated statement reported in the accompanying 10-QSB.
Included herein the Company is reporting the completion, in May, 1999, of a
private placement of 526,250 shares of common stock as a result of which the
Company received total proceeds of $3,780,000, the exercise of an option to
purchase 150,000 shares of the Company's common stock at $6.00 per share as a
result of which the Company received a total of $900,000 and the exercise of a
warrant to purchase 400,000 shares of the Company's common stock at $.01 per
share or a total of $4,000. The pro forma information is not necessarily
indicative of the results that would have been reported had such events
occurred during the period specified nor is it indicative of the Company's
future results.
8
<PAGE>
<PAGE>
MY WEB INC.COM
(FORMERLY ASIA MEDIA COMMUNICATIONS, LTD.)
PRO-FORMA CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
PRO-FORMA ADJUSTMENTS
HISTORICAL -------------------------------------------- PRO-FORMA
CONSOLIDATED DR CR CONSOLIDATED
------------ -------------------- -------------------- ------------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
[2] 900,000
[1]3,419,460
Cash and cash equivalents...................... $ 714,497 [3] 4,000 $5,040,957
Accounts receivable............................ 456,171 456,171
Prepaid expenses & other....................... 279,730 279,730
---------- --------- --------- ----------
Total current assets...................... 1,453,398 4,323,460 5,776,858
Property & equipment................................ 52,787 52,787
---------- --------- --------- ----------
$1,506,185 4,323,460 $5,829,645
---------- --------- --------- ----------
---------- --------- --------- ----------
LIABILITY AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable............................... $ 711,607 $ 711,607
Other accounts payable......................... 298,179 298,179
Due to directors............................... 22,329 22,329
Loans payable.................................. 360,540 [1] 360,540 --
---------- --------- --------- ----------
Total current liabilities................. 1,392,655 360,540 1,032,115
---------- --------- --------- ----------
Shareholders' equity: [3] 4,000
[2] 1,500
Common stock.............................. 94,954 [1] 5,263 105,717
Additional paid in capital................ 885,009 [2] 898,500 5,558,246
[1]3,774,737
Retained earnings (deficit).................... (132,712) (132,712)
---------- --------- --------- ----------
847,251 -- 4,684,000 5,531,251
Less: treasury stock........................... (733,721) (733,721)
---------- --------- --------- ----------
Total shareholders' equity................ 113,530 -- 4,684,000 4,797,530
---------- --------- --------- ----------
$1,506,185 360,540 4,684,000 $5,829,645
---------- --------- --------- ----------
---------- --------- --------- ----------
</TABLE>
9
<PAGE>
<PAGE>
PRO FORMA ADJUSTMENTS TO THE CONSOLIDATED HISTORICAL
BALANCE SHEET AS OF MARCH 31, 1999
[1] Effects the completion of the private placement in May, 1999 for the sale of
526,250 shares of the Company's common stock with aggregate proceeds
amounting to $3,780,000.
[2] Effects the exercise of an option to purchase 150,000 shares of the
Company's common stock at $6.00 per share or a total price of $900,000. The
exercise of the option was in May, 1999.
[3] Effects the exercise of a warrant to purchase 400,000 shares of the
Company's common stock at $.01 per share or a total of $4,000. The exercise
was in April 1999.
10
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<PAGE>
ITEM 2. MANAGMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
THE FOLLOWING ANALYSIS OF THE OPERATIONS AND FINANCIAL CONDITION
OF THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, OF THE
COMPANY CONTAINED ELSEWHERE IN THIS FORM 10-QSB.
OVERVIEW
The Company was inactive during 1998 and until February 1999 when it
acquired all of the capital stock of Tecnochannel Technolgies Sdn, Bhd., a
Malaysian corporation ('TSB').
TSB, which was formed in April, 1997 and operates under the trade name, 'My
Web,' has developed with Philips Consumer Electronics set-top boxes that enable
Internet access via the television set. The boxes are marketed and sold by
Philips and include software developed by TSB and Sun Microsystems.
Approximately 15,000 of the boxes are installed in Malaysia and Singapore. In
addition, TSB has developed and provides enabling technologies to manufacturers
and Internet service providers serving non-personal computer devices, (such as
the set-top boxes), to enhance the functionalities of such devices. TSB also
operates the My Web Online Service which is an Internet portal providing
interactive applications, such as e-commerce, to both personal computer users
and set-top box users.
The Company's current business plan is to devote all of its resources to
the development and expansion of TSB's business.
RESULTS OF OPERATIONS
Total revenues were $1,194,409, including $8,101 of interest income, for
the three-month period ended March 31, 1999 (the '1999 Period') and $105,462 for
the three-month period ended March 31, 1998 (the '1998 Period'), an increase of
1,025%. Such increase was primarily attributable to the commencement of sales
of TSB's products and services in late fiscal 1997, the introduction of e-
commerce in the 1999 Period and reflects the gaining of acceptance in the
market place for such products and services.
Cost of sales increased from $20,739 in the 1998 Period to $395,193 in the
1999 Period, an increase of 1,909%. Such increase reflects the corresponding
increase in sales in the 1999 Period and the expansion of services offered in
the 1999 Period.
Gross profit on sales increased from $84,723 in the 1998 Period to $791,115
in the 1999 Period, an increase of 834%. Such increase reflects the
corresponding increase in sales in the 1999 Period.
Total operating expenses increased from $111,692 in the 1998 Period to
$1,055,101 in the Period, an increase of 850%.
Selling expenses increased from $56,796 in the 1998 Period to $791,526 in
the 1999 Period, an increase of 1289%. Such increase is attributable to TSB's
increased marketing activities during the 1999 Period in connection with the
promotion of its products and services and obtaining a wider customer base.
General and administrative expenses increased from $41,861 in the 1998
Period to $251,710 in the 1999 Period, an increase of 512%. Such increase is
primarily attributable to the expansion of TSB's operations during the 1999
Period, as well as fees incurred during the 1999 Period for financial public
relations.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1999, the Company's principal sources of liquidity
consisted of cash of $717,497 and net accounts receivable of $456,171.
In May 1999, a non-qualified stock option to purchase 150,000 shares of the
Company's common stock at $6.00 per share was exercised resulting in proceeds to
the Company of $900,000. Also in May 1999, the Company completed a private
placement of an aggregate of 526,250 shares of common stock for total proceeds
of $3,780,000.
11
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FORWARD LOOKING STATEMENTS
This Form 10-QSB and other reports filed by the Company from time to time
with the Securities and Exchange Commission (collectively, the 'Filings')
contain or may contain forward-looking statements and information that are based
upon beliefs of, and information currently available to, the Company's
management, as well as estimates and assumptions made by the Company's
management.
When used in the Filings, the words 'anticipate', 'believe', 'estimate',
'expect', 'future', 'intend', 'plan' and similar expressions, as they relate to
the Company or the Company's management, identify forward-looking statements.
Such statements reflect the current view of the Company with respect to future
events and are subject to risks, uncertainties and assumptions relating to the
Company's operations and results of operations and any businesses that may be
acquired by the Company. Should one more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
12
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<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
1. On February 24, 1999, Registrant issued an aggregate of 8,500,000
shares of its common stock to 15 individuals and entities in
exchange for all of the issued and outstanding capital stock of
Tecnochannel Technologies Sdn. Bhd., a Malaysian corporation, owned
by such individuals and entities. All of such individuals and
entities were accredited investors as defined in Regulation D. The
shares were issued in reliance on the exemption from registration
under Section 4(2) of the Securities Act of 1933, as amended (the
'Act'). Appropriate legends were affixed to the share certificates
in such transaction and all of the recipients had access to
information regarding the Registrant.
2. On February 24, 1999, Registrant issued an aggregate of 440,000
shares of its common stock to GEM Ltd. as compensation for certain
financial advisory services rendered in connection with the
acquisition described in paragraph 1 above. The shares were issued
in reliance on Regulation S and an appropriate legend was affixed
to the share certificate issued in such transaction.
3. On February 25, 1999, Registrant issued an aggregate of 500,000
shares of its common stock to Ocean Strategic Holdings Limited
('OSHL') pursuant to the exercise of a warrant acquired by OSHL in
August 1997, for an aggregate consideration of $5,000. The warrant
and the shares issued upon exercise thereof were issued in reliance
upon Regulation S.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of the Company's stockholders was held on February
23, 1999, at which shareholders approved an amendment to the Company's Articles
of Incorporation to effect a one for 100 reverse split of the Company's
outstanding common stock and the adoption of the Company's 1999 Incentive
Program. Holders of 3,656,667 shares of the Company's common stock voted in
favor of such matters and no holder voted against or abstained on such matters.
Details on such matters are described in the Company's proxy statement dated
February 12, 1999.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
(i) On March 11, 1999, the Company filed a report on Form 8-K
reporting the acquisition of all of the capital stock of Tecnochannel
Tecnologies Sdn. Bhd., a Malaysian corporation, and the related change in
control.
(ii) On May 10, 1999, the Company filed a report on Form 8-K/A
containing the financial statements required in connection with the
acquisition described in item (i) above.
13
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<PAGE>
SIGNATURES
In accordance with 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, hereunto duly authorized.
MY WEB INC.COM
(Registrant)
Date: May 20, 1999 By: /s/ EDWARD J. TOBIN
...................................
EDWARD J. TOBIN
CHAIRMAN
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> MAR-31-1999
<CASH> 717,497
<SECURITIES> 0
<RECEIVABLES> 456,171
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,453,398
<PP&E> 52,787
<DEPRECIATION> 21,766
<TOTAL-ASSETS> 1,506,185
<CURRENT-LIABILITIES> 1,392,655
<BONDS> 0
<COMMON> 94,954
0
0
<OTHER-SE> 18,576
<TOTAL-LIABILITY-AND-EQUITY> 1,506,185
<SALES> 1,186,308
<TOTAL-REVENUES> 1,194,409
<CGS> 395,193
<TOTAL-COSTS> 1,450,294
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (255,885)
<INCOME-TAX> 0
<INCOME-CONTINUING> (255,885)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (255,885)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> 0
</TABLE>