EBONLINEINC COM
10QSB, 1999-08-23
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===============================================================================


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

                                   FORM 10-QSB

                             -----------------------

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                             -----------------------

                         Commission file number 0-25022

                                 EBONLINEINC.COM
        (Exact name of small business issuer as specified in its charter)

                             -----------------------

            NEVADA                                      72-1148906
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


           15825 Shady Grove Road, Suite 50, Rockville, Maryland 20850
              (Address of principal executive offices) (Zip Code)

                                 (301) 947-0100
              (Registrant's telephone number, including area code)

                            CERX VENTURE CORPORATION
                                  (Former Name)

                 90 MADISON STREET, SUITE 707, DENVER, COLORADO
                                80206 (Former Address)

                             -----------------------

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 [ ] No [X]

Transitional Small Business Disclosure Format:  Yes [ ]    No [x]

The total number of shares of the  registrant's  Common Stock,  $.001 par value,
outstanding on August 22, 1999, was 5,500,000.

===============================================================================


<PAGE>

                                 EBONLINEINC.COM
<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                          <C>
PART I -- FINANCIAL INFORMATION
  Item 1. Financial Statements
     Historical Financial Statements
       Balance Sheets
         As of June 30, 1999 and December 31, 1998..........................   3
       Statements of Operations
         Six Month Periods Ended June 30, 1999 and 1998 and
           Cumulative from inception (April 4, 1989) through June 30, 1999..   4
       Statements of Cash Flows
         Six Month Periods Ended June 30, 1999 and 1998 and
           Cumulative from inception (April 4, 1989) through June 30, 1999..   5
       Notes to Consolidated Financial Statements...........................   6
  Item 2. Management's Discussion and Analysis or Plan of Operation.........  10

PART II -- OTHER INFORMATION
  Item 6. Exhibits and Reports on Form 8-K..................................  13
  Signature.................................................................  14

</TABLE>


<PAGE>


                        PART I -- FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS




                                 EBONLINEINC.COM
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                          JUNE 30,                  DECEMBER 31,
                                                                            1999                        1998
                                                                        ------------                ------------
                                                                         (UNAUDITED)                  (AUDITED)
<S>                                                                     <C>                         <C>
ASSETS
    Current Assets
      Cash                                                              $      1,353                $      1,014
                                                                        -------------               -------------
          Total Assets                                                  $      1,353                $      1,014
                                                                        =============               =============
LIABILITIES AND SHAREHOLDERS' DEFICIT
    Current liabilities
      Accounts payable                                                  $      2,580                $      2,580
      Advances                                                                20,193                      14,590
      Accrued interest                                                        25,106                      18,741
      Promissory notes to an officer/stockholder                             159,372                     159,372
                                                                        -------------               -------------
      Total liabilities                                                 $    207,251                $    195,283
                                                                        =============               =============
    Commitments and contingencies
    Shareholders' equity
      Preferred stock; $.001 par value; authorized
        15,000,000 shares; issued - none                                           -                           -
      Common stock; $.001 par value; authorized
        50,000,000 shares; issued and outstanding
        5,002,838 shares                                                       5,003                       5,003
      Additional paid in capital                                             220,992                     220,992
      Deficit accumulated during development stage                          (431,893)                   (420,264)
                                                                        -------------               -------------
      Total shareholders' equity                                            (205,898)                   (194,269)
                                                                        -------------               -------------
      Total Liabilities and Shareholders' Equity                        $      1,353                $      1,014
                                                                        =============               =============







</TABLE>


                 See accompanying notes to financial statements

                                      - 3 -

<PAGE>

                                 EBONLINEINC.COM
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                      APRIL 4, 1989
                                                                 FOR THE SIX MONTHS                  (INCEPTION) TO
                                                                   ENDED JUNE 30,                       JUNE 30,
                                                             1999                    1998                 1999
                                                       ---------------          --------------       --------------
<S>                                                    <C>                      <C>                  <C>
Costs and expenses
   Costs related to attempted                          $           -            $           -        $     192,020
     business acquisitions
   General and administrative                                  5,264                    6,631              148,302
   Interest                                                    6,365                    3,920               25,107
   Offering Costs                                                  -                        -               66,464
                                                       --------------           --------------       --------------
     Total costs and expenses                                 11,629                   10,551              431,893
                                                       --------------           --------------       --------------
  Net loss                                             $     (11,629)           $     (10,551)       $    (431,893)
                                                       ==============           ==============       ==============
  Loss per common share                                $        (nil)           $        (nil)
                                                       ==============           ==============
  Weighted average common shares outstanding               5,002,838                5,002,838
                                                       ==============           ==============




</TABLE>


                 See accompanying notes to financial statements

                                      - 4 -

<PAGE>

                                 EBONLINEINC.COM
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                                      APRIL 4, 1989
                                                                   FOR THE SIX MONTHS                (INCEPTION) TO
                                                                     ENDED JUNE 30,                     JUNE 30,
                                                               1999                   1998                1999
                                                            ---------              ---------           ----------

<S>                                                         <C>                    <C>                 <C>
Cash flows from operating activities
   Net loss                                                 $(11,629)              $(10,551)           $(431,893)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
       Capital contributed by an
          officer/stockholder                                      -                      -               53,343
       Common stock issued for cost advanced and
          services                                                 -                      -              151,112
   Changes in operating assets and liabilities
       Accounts payable                                            -                  3,316                2,580
       Accrued interest                                        6,365                  3,920               25,106
                                                            ---------              ---------           ----------
Net cash used in operating activities                         (5,264)                (3,315)            (199,752)
                                                            ---------              ---------           ----------
Cash flows from financing activities
   Proceeds from promissory notes                                  -                 30,350              159,372
   Short term loan                                             5,603                (30,000)              20,193
   Proceeds from sale of common stock                              -                      -               21,540
Net cash provided by financing activities                      5,603                    350              201,105
                                                            ---------              ---------           ----------
Net increase (decrease) in cash                                  339                 (2,965)               1,353
Cash and cash equivalents, beginning of period                 1,014                  4,609                    -
                                                            ---------              ---------           ----------
Cash and cash equivalents, end of period                    $  1,353               $  1,644            $   1,353
                                                            =========              =========           ==========


</TABLE>



                 See accompanying notes to financial statements

                                      - 5 -

<PAGE>


                                 EBONLINEINC.COM
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                   (UNAUDITED)


NOTE A.  INTERIM REPORTING

The financial  statements of  EBonlineinc.com  ("EBonline" or the "Company") for
the six month period ended June 30, 1999 have been prepared by the Company,  are
unaudited,  and are subject to year-end  adjustments.  These unaudited financial
statements reflect all known adjustments (which included only normal,  recurring
adjustments)  which are,  in the  opinion of  management,  necessary  for a fair
presentation of the financial  position,  results of operations,  and cash flows
for the periods  presented in  accordance  with  generally  accepted  accounting
principles.  The  results  presented  herein  for the  interim  periods  are not
necessarily indicative of the actual results to be expected for the fiscal year.

The notes  accompanying the consolidated  financial  statements in the Company's
Annual  Report  on Form  10-KSB  for the  year  ended  March  31,  1999  include
accounting policies and additional  information pertinent to an understanding of
these interim financial statements.

NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     DESCRIPTION OF BUSINESS

The financial statements  presented are those of EBonlineinc.com,  a development
stage company (the  "Company").  The Company was  incorporated  on April 4, 1989
under the laws of the State of Nevada. On March 23, 1998, the Company's name was
changed from CERX Entertainment Corporation to CERX Venture Corporation. On July
12, 1999, the Company effected a merger with  EBonlineinc.com,  Inc., a Delaware
Corporation.  In conjunction  with the merger,  the Company  changed its name to
EBonlineinc.com.

The  Company's  activities  to date have been  directed  towards  the raising of
capital and attempted business acquisitions.

The audit  report of the  Company's  independent  accountants  reporting  on the
Company's financial  statements for the year ended December 31, 1998,  expressed
doubt regarding the Company's ability to continue as a going concern in light of
the  Company's  recurring  losses and  current  liabilities,  unless the Company
obtains  future  profitable  operations or additional  financing.  The financial
statements  do not include any  adjustments  that might be necessary  should the
Company be unable to continue in existence.

     USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reporting  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the period.  Actual results
could differ from those estimates.

     DEFERRED INCOME TAXES

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  year in  which  those  temporary
differences  are  expected  to reverse.  The effect on  deferred  tax assets and
liabilities  of a  change  in  tax  rates  is  recognized  in the  statement  of
operations in the period that includes the enactment date.


                                      - 6 -

<PAGE>

                                 EBONLINEINC.COM
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                   (UNAUDITED)




NOTE B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     LOSS PER COMMON SHARE

Loss per common  share is  computed  by  dividing  the net loss by the  weighted
average shares outstanding during the period.

     FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of the Company's payables,  accrued interest and promissory notes
due to an  officer/shareholder is not practicable to estimate due to the related
party nature of the underlying transactions and the indefinite payment terms.

     COMPREHENSIVE INCOME

In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard Number 130 (SFAS 130) "Reporting  Comprehensive
Income" that  establishes  standards for reporting and display of  comprehensive
income and its components in a full set of general purpose financial statements.
There  were no items of  comprehensive  income as defined by SFAS 130 for any of
the periods presented.

     CASH AND CASH EQUIVALENTS

For purposes of the consolidated financial statements, the Company considers all
demand  deposits  held in banks  and  certain  highly  liquid  investments  with
maturities  of 90 days or less other  than  those held for sale in the  ordinary
course of business to be cash equivalents.

     RECLASSIFICATIONS

Certain  amounts  in prior  periods  have been  reclassified  to  conform to the
current presentation.


NOTE C. STOCKHOLDERS' EQUITY

     PREFERRED STOCK

On February 10, 1997,  the  Company's  Board of Directors  designated  4,000,000
shares  of  preferred  stock  as the  Series  A,  6.75%  Non-Voting  Convertible
Preferred  Stock.  No shares of the  Series A,  6.75%  Non-  Voting  Convertible
Preferred Stock have been issued.  On March 31, 1998, the Company  cancelled the
designation of the Series A, 6.75% Non-Voting Convertible Preferred Stock.

The  Company  has a total of  15,000,000  preferred  shares,  $.001  par  value,
authorized.  Dividends, voting rights and other terms, rights and preferences of
these  preferred  shares have not been  designated  but may be designated by the
Board of Directors from time to time.


                                      - 7 -

<PAGE>


                                 EBONLINEINC.COM
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                   (UNAUDITED)


NOTE C. STOCKHOLDERS' EQUITY (CONTINUED)

     1994 COMPENSATORY STOCK OPTION PLAN

The Company has adopted a compensatory  stock option plan (the "CSO Plan") which
allows for the issuance of options to purchase up to 5,000,000 shares (1,750,000
shares after giving effect to the July 8, 1999  3.5-for-10  reverse stock split)
of stock to employees,  officers,  directors and consultants of the Company. The
CSO Plan is not  intended to qualify as an  "incentive  stock option plan" under
Section 422 of the Internal Revenue Code.  Options will be granted under the CSO
Plan at exercise  prices to be determined by the Board of Directors or other CSO
Plan  administrator.  The Company will incur compensation  expense to the extent
that the  market  value of the stock at date of grant  exceeds  the  amount  the
grantee is required to pay for the options.  No options have been granted  under
the CSO Plan to date.

     1994 EMPLOYEE STOCK COMPENSATION PLAN

The Company has adopted an  employee  stock  compensation  plan (the "ESC Plan")
which allows for the issuance of up to 5,000,000 shares  (1,750,000 shares after
giving  effect to the July 8, 1999  3.5-for-10  reverse stock split) of stock to
employees,  officers, directors and consultants of the Company. The Company will
incur  compensation  expense to the extent the market value of the stock at date
of grant  exceeds  the amount the  employee is required to pay for the stock (if
any).  The ESC Plan will be  administered  by the Board of  Directors  through a
committee  of  directors.  As of  December  31,  1998,  the  Company has awarded
2,012,853  (before  giving effect to the July 8, 1999  3.5-for-10  reverse stock
split) shares of common stock under the ESC Plan.

     RELATED PARTY TRANSACTIONS

During  1998,  John D.  Brasher  Jr., the  Company's  majority  shareholder  and
president,  loaned the Company $61,850 and these funds subsequently were used to
partially repay advances of $60,000.

On June 30, 1999,  the Company owed John D. Brasher Jr. an aggregate of $159,372
in demand  promissory  notes and $25,106 of accrued interest (8% simple interest
per annum) for cash loans and advances of $20,193 for expenses of the Company.

On  December  31,  1997,  Brasher & Company,  a law firm owned by the  Company's
President, forgave $53,343 of accrued legal fees and expenses advanced on behalf
of the Company.  The Company has  recorded  this debt  forgiveness  as a capital
contribution.

The Company utilizes office space provided by Brasher & Company at no charge.


NOTE D. SUBSEQUENT EVENTS

     MERGER

In July 1999,  CERX  Venture  Corporation  ("CERX")  acquired 100 percent of the
outstanding  capital  stock of  EBonlineinc.com,  Inc. in exchange for 3,866,773
shares of CERX common stock. The value assigned to this transaction by the Board
of Directors was $1,000, the fair value of the net assets acquired.


                                      - 8 -

<PAGE>


                                 EBONLINEINC.COM
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                   (UNAUDITED)



NOTE D. SUBSEQUENT EVENTS (CONTINUED)

     MERGER (CONTINUED)

In  conjunction  with this merger and  immediately  prior to the  acquisition of
EBonline,  CERX announced a reverse split of its outstanding common stock in the
ratio of 3.5 new  shares  of  common  stock in  exchange  for every 10 shares of
common  stock.  The  number  of  shares   outstanding   immediately  after  this
transaction was 1,633,227.  The total shares  outstanding upon completion of the
merger was 5,500,000.

Also in connection with this merger, the majority  shareholder of CERX agreed to
forgive his cash loans and advances together with accrued interest.

     EBONLINEINC.COM

EBonline is a Web-based business  consisting of a website,  globally  accessible
via the  Internet,  designed to  facilitate  merger,  acquisition  and corporate
finance  activity.  The  site  attracts  businesses  looking  to  sell,  make an
acquisition,  seek a merger  or joint  venture  partner,  obtain  debt or equity
capital or simply gain  exposure  within the  international  investment  banking
community.  In addition,  the site  attracts  accredited  investors  looking for
investment opportunities.

The  combination  of finance  and the  internet  is  expected  to  differentiate
EBonline from its  competition.  Other  similarly  focused sites offer  business
listings and matching services, but none are backed by an international group of
emerging growth financial specialists such as EBonline.

In   July   1999,    EBonline    launched    its    website   at   URL   address
http://www.EBonlineinc.com.  EBonline has retained EBI Securities, an affiliated
company,  as its  investment  banker for the purposes of raising  capital in the
quarter  ending  September  30,  1999.  EBonline's  common  shares  trade in the
over-the-counter  market under the symbol "EBOL".  The additional equity capital
is expected to be utilized for expansion and marketing.














                                      - 9 -

<PAGE>


                   PART I -- FINANCIAL INFORMATION (CONTINUED)


            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     Certain   information   set  forth  in  this  report   under  this  caption
"Management's  Discussion and Analysis or Plan of Operation"  includes  "forward
looking  statements"  within the  meaning of the Private  Securities  Litigation
Reform  Act  of  1995.   In  addition,   from  time  to  time,  we  may  publish
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended,  and Section 21E of the  Securities and Exchange Act of
1934,  as  amended,  or make oral  statements  that  constitute  forward-looking
statements.  These  forward-looking  statements  may  relate to such  matters as
anticipated  financial  performance,   future  revenues  or  earnings,  business
prospects,  projected ventures, new products, anticipated market performance and
similar matters.  The words  "budgeted",  "anticipate",  "project",  "estimate",
"expect",  "may",  "believe",  "potential"  and  other  similar  statements  are
intended  to be among  the  statements  that are  considered  "forward  looking"
statements.  Readers are cautioned not to place undue  reliance on these forward
looking statements, which are made as of the date hereof. The Private Securities
Litigation  Reform  Act of  1995  provides  a safe  harbor  for  forward-looking
statements.  In order to comply  with the terms of the safe  harbor,  we caution
readers  that a variety of  factors  could  cause our  actual  results to differ
materially from the anticipated  results or other expectations  expressed in our
forward-looking  statements.  These risks and  uncertainties,  many of which are
beyond our control,  include,  but are not limited to: (i) transaction volume in
the securities  markets,  (ii) the volatility of the securities  markets,  (iii)
fluctuations in interest rates,  (iv) changes in regulatory  requirements  which
could affect the cost of doing  business,  (v)  fluctuations  in currency rates,
(vi) general economic conditions, both domestic and international, (vii) changes
in the rate of  inflation  and  related  impact on  securities  markets,  (viii)
competition from existing  financial  institutions and other new participants in
the  securities  markets,  (ix)  legal  developments  affecting  the  litigation
experience of the securities industry, (x) changes in federal and state tax laws
which could affect the popularity of products sold by us, (xi)  significant  and
rapid changes in technology which could  negatively  affect our internet related
projects and (xii) the risks and uncertainties set forth under the caption "Risk
Factors"  which  appears in our Annual Report on Form 10-KSB for the fiscal year
ended  December 31, 1998 (the  "Report").  We undertake no obligation to release
publicly any revisions to the forward  looking  statements to reflect  events or
circumstances  after  the date  hereof  or to  reflect  unanticipated  events or
developments.

     This Form  10-QSB  for the  quarterly  period  ended June 30,  1999,  makes
reference to our Report. The Report includes information  necessary or useful to
an understanding of our businesses and financial statement presentations.

     References to "us",  "our", or "we" collectively  refer to  EBonlineinc.com
("EBonline").


     GENERAL OVERVIEW

     EBonlineinc.com ("EBonline" or the "Company") was incorporated in the State
of Nevada on April 4, 1989,  under the name Chelsea  Atwater,  Inc. On March 19,
1997, the Company  changed its name to Cerx  Entertainment  Corporation,  and on
March 23, 1998, changed its name again to CERX Venture Corporation  ("CERX"). On
July 12,  1999,  the Company  effected a merger with  EBonlineinc.com,  Inc.,  a
Delaware  Corporation.  In conjunction with the merger,  the Company changed its
name  to  EBonlineinc.com.  EBonline  has no  significant  assets  and is in the
development  stage in  accordance  with  Financial  Accounting  Standards  Board
Standard  No. 7. The  Company  intends  to either  raise  funds to  originate  a
business or,  alternatively,  enter into a business combination with one or more
as yet unidentified privately held businesses.

     Our business was to either acquire a small to medium-size  business (or its
assets)  actively  engaged  in a  business  generating  revenue  or  having  the
immediate prospect of generating revenue, or to originate a business. Due to our
current lack of cash, we acquired EBonlineinc.com,  Inc by issuing shares of our
stock in a merger.

     We anticipate generating an asset base sufficient to support a listing on a
national securities exchange or quotation on the NASDAQ Small Cap Market.  There
can be no assurance that we will be successful in


                                     - 10 -

<PAGE>

generating  a sufficient  asset base or that we will  acquire or  originate  any
additional  businesses.  We are in the process of developing  our operations and
additional sources of revenue.

     LIQUIDITY AND CAPITAL RESOURCES

     Through June 30, 1999, we have funded our  operations  exclusively  through
cash loans and cash advances  provided by shareholders.  We are currently in the
process of raising  additional  cash through  equity  financing in the form of a
private  placement.  We have  no  line of  credit  or  similar  credit  facility
available as a short-term borrowing facility.  Through June 30, 1999, we paid no
salaries  or rent,  have had  little in the way of  general  and  administrative
overhead  expenses,  and have no material  capital  commitments.  As of June 30,
1999, we had an accumulated a deficit (net loss) of $431,893 since inception and
had $1,353 in cash on hand but no other significant  assets. We were indebted to
our  majority  shareholder  at June 30,  1999,  for  $179,565  in cash loans and
$25,106 in interest. The Company has no long-term liabilities.

     RESULTS OF OPERATIONS

     During  the six  months  ended  June 30,  1999,  we  incurred a net loss of
$11,629.  Expenses in the first six months are related  primarily to  accounting
fees and costs  relating to the Company's SEC filings.  The Company paid no rent
or salaries during the six month period.

     During the six months ended June 30, 1998,  we had no revenues and incurred
a net  loss of  $10,551.  Expenses  in the  first  six  months  of 1998  related
primarily  to  miscellaneous  operating  costs.  Operating  costs are  primarily
related to general and  administrative  operating  costs.  The  Company  paid no
salaries or rent during the first six months of 1998.

     ACQUISITIONS AND DISPOSITIONS SUBSEQUENT TO PERIOD END

       EBONLINEINC.COM

     In July 1999, we acquired 100 percent of the  outstanding  capital stock of
EBonlineinc.com,  Inc. in exchange for 3,866,773 shares of our common stock. The
value  assigned to this  transaction  by the Board of Directors was $1,000,  the
fair value of the net assets acquired.

     In conjunction  with this merger and immediately  prior to the acquisition,
we reverse split our outstanding  common stock in the ratio of 3.5 new shares of
common  stock in  exchange  for every 10 shares of common  stock.  The number of
shares outstanding  immediately after this transaction was 1,633,227.  The total
shares outstanding upon completion of the merger was 5,500,000.

     Also in connection with this merger, one of our primary shareholders agreed
to forgive his cash loans and advances together with accrued interest.

     EBonline  is  a  Web-based  business  consisting  of  a  website,  globally
accessible  via the Internet,  designed to facilitate  merger,  acquisition  and
corporate finance activity.  Our site attracts  businesses looking to sell, make
an acquisition,  seek a merger or joint venture  partner,  obtain debt or equity
capital or simply gain  exposure  within the  international  investment  banking
community.  In addition,  our site  attracts  accredited  investors  looking for
investment opportunities.

     EBonline  will  derive its  revenue  from three  initial  sources:  monthly
membership fees,  banner  advertising  income and consulting fees from syndicate
members.  Syndicate  members will be made up of  recognized  financial  services
firms that have been  selected from around the world.  They have met  EBonline's
standards  for  professionalism  and  integrity  and they have agreed to provide
financial advisory services,  write research and expose the qualifying companies
to the investment community.  The broad exposure provided to these companies may
attract institutional  investors and public interest. The syndicate members will
also be able to electronically make available to all accredited investors of the
site any offering memoranda. We believe that


                                     - 11 -

<PAGE>

     EBonline's  approach to connecting  businessmen and investors to a group of
recognized   financial   professionals  is  truly  unique,  cost  effective  and
efficient.

     We  believe  that  the   combination  of  finance  and  the  internet  will
differentiate EBonline from its competition. Other similarly focused sites offer
business listings and matching services, but none are backed by an international
group of emerging growth financial specialists such as EBonline.

     In July  1999,  we  launched  our  website at  www.ebolineinc.com.  We have
retained EBI  Securities  as our  investment  banker for the purposes of raising
capital in the quarter ending September 30, 1999. Our common shares trade in the
over-the-counter market under the symbol "EBOL". We are currently in the process
of raising additional equity capital for expansion and marketing.

      NEW ACCOUNTING STANDARDS

     In February 1997, the Financial  Accounting Standards Board ("FASB") issued
SFAS No. 128. The new standard  replaces  primary and fully diluted earnings per
share with basic and diluted earnings per share.  SFAS No. 128 was adopted by us
beginning  with the interim  reporting  period  ended  December  31,  1997.  The
adoption did not impact previously reported earnings per share amounts.

     In June  1997,  the FASB  issued  SFAS No.  130,  "Reporting  Comprehensive
Income."  This  statement  established  standards  for  reporting and display of
comprehensive income and its components (revenues,  expenses,  gains and losses)
in a full set of general-purpose  financial  statements.  There were no items of
comprehensive income as defined by SFAS 130 for any of the periods presented.

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  For  Derivative
Instruments and Hedging Activities".  This Statement establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments  embedded in other contracts,  and for hedging activities.  SFAS No.
133 is effective for fiscal years  beginning  after June 15, 2000. At this time,
we do not believe that this statement will have a significant impact on us.















                                     - 12 -

<PAGE>


                           PART II -- OTHER INFORMATION


               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On June 28, 1999, the majority  shareholder  provided a written  consent in
lieu  of  a  meeting  to   approve   the   agreement   and  plan  of  merger  of
EBonlineinc.com,  Inc. a Delaware  corporation,  into the  Company,  the related
articles of merger and certificate of merger, the reverse split of common shares
(3.5 for 10  shares)  and the  amendment  to the  certificate  of  incorporation
changing the name of the corporation to EBonlineinc.com.



                        EXHIBITS AND REPORTS ON FORM 8-K

     a.   Exhibits

      Exhibit No.        Description
      -----------        -----------------------

         (27)            Financial Data Schedule (Electronic Filing Only).



     b.   There were no reports on Form 8-K filed  during the  quarterly  period
          ended June 30, 1999.





















                                     - 13 -

<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 thereunto duly authorized.


                  EBONLINEINC.COM
                    (Registrant)



By             /s/ Kevin D. McNeil
  ----------------------------------------------
                  Kevin D. McNeil
                     Secretary

Dated:  August 23, 1999















                                     - 14 -
<PAGE>


                               INDEX TO EXHIBITS


      Exhibit No.        Description
      -----------        -----------------------

         (27)            Financial Data Schedule (Electronic Filing Only).




















                                     - 26 -


<TABLE> <S> <C>

<ARTICLE>                                          5


<S>                                                  <C>
<PERIOD-TYPE>                                      6-MOS
<FISCAL-YEAR-END>                                          DEC-31-1999
<PERIOD-START>                                             JAN-01-1999
<PERIOD-END>                                               JUN-30-1999

<CASH>                                                           1,353
<SECURITIES>                                                         0
<RECEIVABLES>                                                        0
<ALLOWANCES>                                                         0
<INVENTORY>                                                          0
<CURRENT-ASSETS>                                                 1,353
<PP&E>                                                               0
<DEPRECIATION>                                                       0
<TOTAL-ASSETS>                                                   1,353
<CURRENT-LIABILITIES>                                          207,251
<BONDS>                                                              0
                                                0
                                                          0
<COMMON>                                                         5,003
<OTHER-SE>                                                    (210,901)
<TOTAL-LIABILITY-AND-EQUITY>                                     1,353
<SALES>                                                              0
<TOTAL-REVENUES>                                                     0
<CGS>                                                                0
<TOTAL-COSTS>                                                   11,629
<OTHER-EXPENSES>                                                     0
<LOSS-PROVISION>                                                     0
<INTEREST-EXPENSE>                                               6,365
<INCOME-PRETAX>                                                (11,629)
<INCOME-TAX>                                                         0
<INCOME-CONTINUING>                                            (11,629)
<DISCONTINUED>                                                       0
<EXTRAORDINARY>                                                      0
<CHANGES>                                                            0
<NET-INCOME>                                                   (11,629)
<EPS-BASIC>                                                    0.000
<EPS-DILUTED>                                                    0.000




</TABLE>


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