UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-KSB
                                   (MARK ONE)

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2000.

            [ ] 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 000-14614

                                  NEXPUB, INC.

                 (name of small business issuer in its charter)

              DELAWARE                                        65-0896930
     (State or other jurisdiction                         (I.R.S. Employer
   of incorporation or organization)                    Identification Number)

                               3820 EXECUTIVE WAY
                             MIRAMAR, FLORIDA 33025
               (Address of principal executive offices)(Zip Code)

                                 (954) 392-5889
                (Issuer's telephone number, including area code)

                             PRINTONTHENET.COM, INC.

       4491 South State Road 7, Suite 214, Fort Lauderdale, Florida 33314

              (Former name, former address and former fiscal year,

                          if changed from last report)

                 Securities registered pursuant to Section 12(b)
                              of the Exchange Act:

                                      NONE

                 Securities registered pursuant to Section 12(g)
                              of the Exchange Act:

                          COMMON STOCK, $.001 PAR VALUE

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 the past 90 days.

  Yes [X]  No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-K. [X]

Issuer's revenues for the fiscal year ended December 31, 2000: $2,349,000.

As of March 22, 2001, the aggregate market value of the voting stock held by
non-affiliates was approximately $3,335,755.

The number of shares outstanding of each of the issuer's classes of common
stock, as of date of this Report: 106,374,000 (one class).

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



<PAGE>





                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                    <C>                                                                                            <C>
  PART I...........................................................................................................1

          Item 1.      Description of Business.....................................................................1

          Item 2.      Properties..................................................................................15

          Item 3.      Legal Proceedings...........................................................................15

          Item 4.      Submission of Matters to a Vote of Security Holders.........................................15

  PART II..........................................................................................................16

          Item 5.      Market for Registrant's Common Equity and Related Stockholder Matters.......................16

          Item 6.      Management's Discussion and Analysis of Financial Condition and Results of
                          Operation; Safe Harbor Statement under the Private Securities Litigation
                          Reform Act of 1995.......................................................................17

          Item 7.      Financial Statements........................................................................20

          Item 8.      Changes in and Disagreements with Accountants on Accounting and
                          Financial Disclosure.....................................................................20

  PART III.........................................................................................................20

          Item 9.      Directors, Executive Officers, Promoters and Control Persons;
                          Compliance with Section 16(a) of the Exchange Act........................................20

          Item 10.    Executive Compensation.......................................................................23

          Item 11.    Security Ownership of Certain Beneficial Owners and Management...............................25

          Item 12.    Certain Relationships and Related Transactions...............................................27

  PART IV..........................................................................................................28

          Item 13.    Exhibits and Reports on From 8-K.............................................................28
</TABLE>




<PAGE>


PART I

Item 1. Description of Business
        -----------------------

                   General

NexPub, Inc. is a web-based provider of end-to-end printing and publishing
management and production services. Our customer focus is purchasers of business
communications and the manufacturers who supply those services. We offer
customers access to a private customized secure website containing a digital
catalog of corporate branding material and marketing products which allows them
to create custom printed materials on-demand and fulfilled to their required
destination. The web environment created by NexPub is the CorporatePrintCenter
("CPC"). The CPC employs graphic on the fly technology which enables users to
see an image of their print order, make modifications and see those updated in
real time, select quantity, request turn-around time and establish delivery
instructions.

NexPub provides software and services developed to streamline the design,
production, delivery and management of business communications. Our services are
focused towards executive management including CEOs, CFOs, and heads of
marketing and purchasing departments. Our target markets include financial
services, investment banking, franchise systems, legal and accounting firms,
marketing and services organizations, travel and leisure companies, and the
automotive and real estate selling industries. With the CPC and NexPub's
manufacturing facility, our customers can have a centralized website for the
procurement and management of business communications while receiving possible
cost savings in the manufacturing of those products. The efficiencies
that NexPub provides with the CPC and our low manufacturing costs can provide
companies significant savings in their printing expenses.

                   History of the Company

On March 11, 1999, Net Lnnx, Inc., a Pennsylvania corporation ("NLI") acquired
all of the common stock of PrintOnTheNet.Com, Inc. a Delaware corporation
("POTN"). The acquisition was accomplished by merging POTN with and into NetSub,
Inc., a Florida corporation and a wholly owned subsidiary of NLI. POTN then
became a wholly-owned subsidiary of NLI. For accounting purposes the acquisition
has been treated as a recapitalization of POTN with POTN as the acquiror
(reverse acquisition). Shareholders of POTN received 16,500,000 shares of NLI
common stock and 1,000,000 shares of NLI preferred stock (convertible into an
additional 7,207,000 shares of common stock).

On July 26, 1999, NLI was merged into POTN. As a result of the merger, each
share of common stock of NLI was converted into one share of POTN, and each
share of preferred stock of NLI was converted into 7.207 shares of common stock
of POTN. Concurrently, the authorized shares of common stock of POTN was
increased from 20,000,000 shares to 40,000,000 shares, and the number of
authorized shares of preferred stock was increased from 5,000,000 shares to
10,000,000 shares.

                                        1

<PAGE>

On December 20, 1999, in contemplation of a sale of securities (see "Recent
Developments" below), our Board of Directors approved an amendment (the
"December 1999 Amendment") to our restated Certificate of Incorporation to
increase the authorized shares of Common Stock from 40,000,000 to 80,000,000
shares. Pursuant to Delaware law, shareholder approval was given by written
consent of the holders of a majority of Common Stock. On January 18, 2000, an
Information Statement was furnished to the shareholders who did not vote on the
February 2000 Amendment, solely for the purpose of informing them in the manner
required under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The December 1999 Amendment became effective on December 28, 1999.

On May 17, 2000, in contemplation of a sale of unregistered securities (see
"Recent Developments" below), our Board of Directors approved an amendment (the
"July 2000 Amendment") to our Restated Certificate of Incorporation to increase
the authorized shares of Common Stock from 80,000,000 to 225,000,000 shares.
Pursuant to Delaware law, shareholder approval was given by written consent of
the holders of a majority of the outstanding shares of Common Stock. On July 11,
2000, an Information Statement was furnished to the shareholders who did not
vote on the July 2000 Amendment, solely for the purpose of informing them in the
manner required under the Exchange Act. The July 2000 Amendment became effective
on July 24, 2000.

On October 17, 2000, our Board of Directors approved an amendment (the "Name
Change Amendment") to our Restated Certificate of Incorporation to change the
name of the Company to NexPub, Inc. ("NexPub" or the "Company"). Pursuant to
Delaware law, shareholder approval was given by written consent of the holders
of a majority of our outstanding shares of Common Stock. On November 30, 2000,
an Information Statement was furnished to the shareholders who did not vote on
the Name Change Amendment, solely for the purpose of informing them in the
manner required under the Exchange Act. On December 18, 2000 the Name Change
Amendment became effective.

                   Recent Developments

On February 16, 2000, the Company, through a placement agent (the "Placement
Agent"), completed the sale of units, consisting of 863,633 shares of our Series
A Convertible Preferred Stock (the "February Placement"). The gross proceeds
from the February Placement totaled $3,040,000. The net proceeds after fees and
expenses from the February Placement, totaling $2,677,000, were disbursed to the
Company. The Company spent approximately $1.4 million of the net proceeds,
leaving a balance of approximately $1.3 million. Due to the events described
below, the balance was returned by the Company to an escrow account established
by the Company and the Placement Agent for the benefit of the subscribers of the
February Placement. In June 2000, the Company offered units of its Series B
Convertible Preferred Stock (the "Offering"). A rescission offer (the
"Rescission Offer"), was made to subscribers of the February Placement
concurrently with this Offering. In June and July 2000, the Company closed the
Offering which resulted in approximately $6.8 million (net of fees and expenses)
being raised for the Company (this amount includes $1.9 million which was
reinvested by subscribers in the Rescission Offering).


                                       2
<PAGE>

In March 2000 we became aware of the existence of certain undisclosed guaranties
of PrintAmerica Interactive, Inc. ("PrintAmerica"), an entity we acquired in
December 1999. See Item 1. Description of Business - Acquisitions. PrintAmerica
had guaranteed up to $7.5 million in obligations of National Lithographers &
Publishers, Inc. ("National Lithographers"), to First Southern Bank (the
"Bank"). National Lithographers is a related party to the Company through common
ownership. We assumed these obligations as a result of our acquisition of
PrintAmerica. On January 31, 2000, the Company independently guaranteed this
indebtedness. The underlying indebtedness secured by these guaranties was in
default and there were insufficient assets of National Lithographers to satisfy
the indebtedness.

The Company also learned that PrintAmerica guaranteed approximately $1.0 million
of other indebtedness to Merrill Lynch Business Financial Services ("Merrill
Lynch"). This indebtedness was also in default, and in March 2000 Merrill Lynch
instituted an action in Miami-Dade County Circuit Court to collect the monies
owed to it. PrintAmerica was a defendant in this action as well as brothers
Benjamin and Samuel Rogatinsky (collectively, the "Rogatinskys"), both of whom
were personal guarantors of this indebtedness. The Rogatinskys were former
officers and directors of the Company.

In addition, when preparing for the audit of our financial statements for the
year ended December 31, 1999, we discovered that the net income of PrintAmerica
was incorrectly reported in the financial statements contained in our Form 8-K
filed in connection with the acquisition of PrintAmerica. In particular,
PrintAmerica reported net income of $96,000 (unaudited) for the nine months
ended September 30, 1999 when, in fact, PrintAmerica had a net loss of $430,000
(unaudited). We also discovered certain misstatements of financial information
contained in the financial statements of the Company for the nine months ended
September 30, 1999 included in our Form 10-QSB. In November 2000, we filed
amendments to our Forms 8-K and 10-QSB for these periods correcting the
misstated financial information.

In June 2000, we entered into a settlement with the Bank and Merrill Lynch to
release us from any obligations under the aforementioned corporate guaranties.
As part of the settlements, we purchased 11,111,111 shares of Common Stock from
the Rogatinskys at $.09 per share for an aggregate of $1,000,000. In addition,
on June 30, 2000 the Rogatinskys sold 1,250,000 shares of Common Stock to the
Company generating proceeds of $112,500. The Rogatinskys may sell to the Company
that number of shares of Common Stock required to generate proceeds of up to
$142,500 on or before June 30, 2001 at a price per share of the lesser of $.09
per share or the then current market price per share. All proceeds received by
the Rogatinskys from the sale of these shares will be paid to the lenders in
connection with the settlements. In connection with the settlements, Benjamin
and Samuel Rogatinsky resigned as officers and directors of the Company.



                                       3
<PAGE>

Additionally, all shares of the Company's Common Stock owned by the Rogatinskys,
their families and related entities are pledged to the Bank and the Bank
continues to have a first priority lien on any shares acquired or received by
the Company from the Rogatinskys.

The Bank has released the Company from the corporate guaranties in exchange for
the pledge by the Rogatinskys of all shares of Common Stock owned by them
(approximately 22 million shares, less those shares sold to the Company as
described above) to the Bank. The shares sold back to the Company have been
pledged by the Company, on a non-recourse basis, to the Bank to secure the
underlying obligations, and will be available for liquidation pursuant to the
pledge only after all of the other shares pledged by the Rogatinskys have been
liquidated. Additional shares of Common Stock may be pledged to the Bank upon
the future sale by the Company of securities at a price below $.30 per share, if
at the time of the stock sale, the Company's shares are then trading at less
than $.30 per share. All of the shares pledged to the Bank will be "restricted"
from sale following the date of the settlement, as specifically described below:

                        (i) After 12 months, that number of shares of pledged
                        stock which represents, in value, up to 25% of the
                        outstanding principal balance of the subject
                        indebtedness, may be sold by the Bank during each 90-day
                        trading period. All such sales of the pledged Common
                        Stock will be made in an "orderly" fashion, i.e., daily
                        sales by the Bank may not exceed 5% of the average daily
                        trading volume of the Common Stock over the preceding 20
                        business days;

                        (ii) If, at anytime during the first 12 months, the
                        Company's Common Stock should trade on a national
                        securities exchange at an average daily trading volume
                        in excess of 250,000 shares per day for a 20-day trading
                        period, the Bank may sell during each 30-day trading
                        period, an amount of shares equal to 20% of the average
                        daily trading volume for the previous 20 trading days.
                        All such sales will be made in an "orderly" fashion,
                        i.e., daily sales by the Bank may not to exceed 5% of
                        the average daily trading volume for the preceding 20
                        business days; and

                        (iii)   After nine months, the Bank may sell up to
                                $200,000 of the pledged Common Stock in order to
                                satisfy interest payments.

The Bank is obligated, in the sales of any shares, to first sell the shares
owned by the Rogatinskys before selling any shares owned by the Company.

The sale of the pledged Common Stock is subject to a "right of first refusal"
held by the Rogatinskys, then the Company and thereafter the Placement Agent,
and all public sales will be made through the Placement Agent unless the
Placement Agent is unable or unwilling to sell such shares. In such event, the
Bank may sell the pledged Common Stock through a broker of its choice. The Bank
received certain "demand" and "piggyback" registration rights with respect to
the pledged


                                       4
<PAGE>

Common Stock. In addition, the Bank was issued two-year warrants to purchase
5,000,000 shares of the Company's Common Stock at an exercise price of $.30 per
share.

In connection with the shares pledged to the Bank, we will be required to issue
additional common stock at a currently indeterminate price to the Rogatinskys,
if in the future (excluding the June 2000 private placement and certain other
stock issuances), we sell our Common Stock at less than $0.30 per share, and if
at the time of the stock sale, our Common Stock is trading at less than $0.30
per share. These shares will be pledged to the Bank until all obligations owed
to the Bank have been satisfied and the pledge is no longer in effect; at such
time these additional shares (if any) shall be returned to the Company.

In connection with these transactions, the Rogatinskys granted to the Board of
Directors an irrevocable proxy to vote all shares of Common Stock of the Company
owned by them following the consummation of the proposed settlements.

As part of the settlement transaction described above, we purchased a certain
printing press which was subsequently sold at auction. The net proceeds from the
auction received by us was approximately $56,000. The Rogatinskys have agreed to
convey additional shares of Common Stock to the Company to cover the shortfall
between the purchase price of the printing press ($225,000) and the auction
proceeds. The amount of such additional shares shall be valued at the lesser of
$.09 per share or one-half the then current market price at the time the Company
requires payment or the conveyance of shares by the Rogatinskys as settlement of
the obligation. These additional shares are also subject to the pledge in favor
of the Bank described above.

In another transaction related to the settlements, we resolved certain disputes
with the sellers of PrintAmerica (Reuben and Shulamit Rogatinsky). The parties
have exchanged mutual releases and the consideration paid for PrintAmerica,
i.e., 1 million shares of our common stock was returned to us by the Sellers.
However, these shares are also subject to the pledge in favor of the Bank.

                   Description of Services

We are an Internet based provider of end-to-end online printing management,
publishing and production services for businesses. Our software solutions and
manufacturing capacities permit us to offer enterprise wide solutions for end
users of our CPC technology and our printing services. We offer customers access
to a private customized secure website containing a digital catalog of their
custom printed materials, which they can modify, proof and procure over the
Internet. Our website employs graphic on-the-fly technology, which enables users
to see an image of their print job before submitting a final order. Our printing
services offer customers a one stop shop for addressing their printing needs
while reducing the time and costs associated with ordering printed business
materials as well as reducing the possibility of error in the printing process.
Currently, one of our primary sources of revenue is from customers of print
centers we have acquired. We are currently developing a software solution using
CPC technology which, when developed, will allow


                                       5
<PAGE>


other commercial printers to offer our web-based print management and publishing
solution to clients, using our proprietary software and technology and their
print facilities. In providing this "Print Management System", we will be the
web host for these services and will be compensated for the use of our
technology and software. We also believe that, when developed, the Print
Management System may be successfully marketed and licensed to enterprises who
may wish to use the CPC, but do not wish to use our printing services. Such
revenues may be in the form of subscription fees, user fees or transaction fees.
There can be no guarantee that the Company can successfully develop and market
these services.

       SOHO (Small Office, Home Office) and Consumer Website: PrintOnTheNet.com

On February 8, 2001 we discontinued the operation of our consumer and SOHO
website, PrintOnTheNet.com and discontinued our online business to individual
consumers and small businesses, although we will continue providing printing
services to our existing customer base.

Our former on-line printing services allowed small businesses and consumers to
access a private, customized, secure website that contained a digital catalog of
all of their printed materials. Such materials included business cards,
letterhead, envelopes and announcements were largely centered around stationery
and black and white documents.

We offered an array of design templates and type faces to our customers. As
development of the business of selling to consumers and small businesses
unfolded, it became clear that competition from other Internet providers, as
well as traditional printers, would keep gross margins and profitability
extremely low. In February 2001, our management decided to withdraw our consumer
site as a product offering and we shifted our focus and resources on what we
believe is a growth business, i.e., the CPCs for large companies. In making this
decision, we were able to adapt some of the technology features that existed on
our consumer website to the CPC. DocuPub (the document publishing technology
which was being developed for the former consumer/SOHO product) is a feature in
all of our CPCs which employs the graphic on-the-fly technology enabling users
to see an image of their print job before submitting a final order.

The decision to halt development on the consumer based product offering and
focus on the research, development and construction of our new business oriented
software solution resulted in the launch, in January 2001, of
CorporatePrintCenter 2.0.

       The NexPub CorporatePrintCenter

In January 2001, we launched CorporatePrintCenter 2.0, our new integrated
business communication and publishing tool. CorporatePrintCenter 2.0 is designed
to create, manage, produce and deliver high quality printing to our clients.
When development of the Print Management System is completed, the CPC technology
will provide a web-based solution for other printers and their clients as well
as our enterprise clients wishing to use the CPC to manage their


                                       6
<PAGE>

relationship with other printers. The CPC is a custom web environment that
distinguishes itself through its user-friendly interface and wide array of
administration tools and reporting functions. Users of CorporatePrintCenter 2.0
will be able to control inventory, monitor usage, receive quantity rebates,
reduce administrative costs, control consistency of their printed products,
receive competitive pricing and order materials 24-hours a day, all from any
computer with an Internet connection. The CPCs are directly connected to
production management facilities ensuring quality control and simplifying the
ordering process.

CPC technology allows NexPub to target small and medium sized businesses as well
as larger corporations to benefit from the user interface and back-end
administrative functions. Small and medium sized businesses benefit from our
integrated solution of user-interface and manufacturing. Larger companies will,
upon the completion of the development of our Print Management System, benefit
from our ability to communicate with their already established network of
printers, as well as our own network of specialized printing professionals,
resulting in on-demand print and fulfillment workflows that may not have been
economically viable without the CPC solution.

Features of CorporatePrintCenter 2.0 include:

Custom website developed with corporate-approved templates, identity and digital
    library;

Quality assurance through a proprietary network of print production facilities,
    both wholly-owned and with strategic partners;

Secure website access by any approved employee across the entire organization
    from any remote location;

Pre-formatted corporate identity tools that enable rapid order and printing of
    key corporate documents from any computer connected to the Internet;

Access to all tools and features via secure Internet connection to prevent
    unauthorized use of system;

Robust Custom Publishing Tools that enable user to upload PowerPoint, Word,
    Excel or other documents and import them directly onto custom templates or
    publish new documents and instantly view a proof;

Auto quote calculator feature with instant on-screen pricing for digital
    printing and custom work;

Finishing, design choices, binding, and delivery services ordered online;

Automated Management and Publishing of Packaged Solutions;

WYSIWYG update tools for simple auto-formatting and reordering of existing
    company documents; and

Enhanced administrative features that provide business clients with
significantly deeper levels of control and reporting.


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        Advantages of the CorporatePrintCenter

Digital Assets: NexPub identifies and catalogues company's templates, logos,
images and other digital materials and stores them on customized CPCs in a
digital library. Documents, materials, and templates can be added or deleted at
any time. This collection of pre-approved corporate graphics, images and logos
can be used at any time for products ranging from document publishing to
customized marketing collateral. This provides consistent corporate branding
across all communication channels from internal documents and forms to high
profile product sheets and catalogs.

Document Publishing: Our customers may also create original materials by
uploading standard documents created in MS Word, MS PowerPoint, MS Excel,
WordPerfect and other types of document creation applications to the CPC. Users
can access existing corporate templates from the digital library or use artwork
and logos embedded on their document to assist in the creative process. Once
received by NexPub and an on-line proof is approved by the user, the CPC then
allows the user to choose from a variety of printing methods, paper, binding
options, quantities, specify turn-around times, choose billing methods, assign a
cost center and order.

Stationery: The CPC allows for users to manage their profile as well as an
unlimited number of other profiles for the management of corporate stationery
needs. The CPC provides the user with individual selections as well as entire
bundles of this product further streamlining the ordering process.

Marketing Material: The CPC allows corporate marketing departments to place
communications on the web with two specific product attributes: (a) the
traditional collateral piece that is ordered and re-ordered with no change; and
(b) the adaptation of customized printing through the use of pre-defined
Variable Custom Fields ("VDFs"). Collateral pieces supplied by our clients
include multiple images that can be imported into pre-defined areas of the piece
as set by the client. We also allow text boxes to receive information from the
users that also flow into VDFs on the piece. The VDFs allow users from different
parts of an organization to manipulate the communication with pre-defined
variable content and dynamic text editing. Once the document is created, and the
user approves the on-line proof with changes shown on the screen, the order is
sent to the approver's section of the CPC where the corporate director can
approve or redirect the user's request for further update.

Direct Mail: We are currently planning a test of a direct mail solution that
allows companies to utilize their existing direct mail templates and execution
criteria providing a truly one-to-one workflow via the


                                       8
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Internet. NexPub will upload client data via a link from the user interface of
the CPC website and provide the selection tools to associate the defined data
with the appropriate message. Output is geared for the proven workflow of
pre-printed templates or shells so that the only information being processed is
that which is specific to the targeted individual. This allows for the lowest
possible cost of entry in one of the fastest growing and proven methods of
customer acquisition and retention. We are testing this through an informal
joint venture with a company that specializes in print on demand one-to-one
marketing.

Back-end Administration: The value of this component of the CPC is driven by
NexPub's proprietary software tools which allow users to access the CPC, order
products, approve orders, view all work in process and create customized reports
for analyzing program spending and budget allocation. The CPC will also identify
specific usage by user, by product and by cost center. All administrative
functions are made available to the client's administrator who can manage the
CPC from any desktop in the world.

        Acquisitions

In August 1999, we purchased certain assets and liabilities and the operations
of two South Florida printing companies: Bailey's Printing Plus, Inc.
("Bailey's"), and Ivan's Quick Print, Inc. ("Ivan's"). Bailey's was acquired for
a stated purchase price of $175,000. Of that amount, $25,000 was paid in cash
and the remainder was paid by delivery of 120,000 shares of our Common Stock,
with a requirement to issue additional shares or pay additional cash to the
selling shareholders of Bailey's to the extent such shares were worth less than
$150,000 on February 23, 2001. In March 2001, we issued 1,380,000 shares of our
Common Stock to the sellers of Bailey's to cover the shortfall in the value of
the stock originally issued. We also assumed certain liabilities of Bailey's
amounting to approximately $13,000. In addition we delivered shares of our
Common Stock having an aggregate value of $23,000 to two business brokers in
connection with this acquisition and paid $40,000 to obtain the agreement of
three principals of Bailey's not to compete with us for a three year period, of
which $25,000 was paid in cash and the remaining $15,000 was paid by delivery of
a promissory note payable to such principals.

Ivan's was acquired for a stated purchase price of $90,000, of which $15,000 was
paid in cash and the remainder was paid by delivery of 66,034 shares of our
Common Stock with a requirement to issue additional shares or pay additional
cash to the seller of Ivan's to the extent such shares were worth less than
$75,000 on August 27, 2000. In September 2000, we issued 105,395 shares of our
Common Stock to the seller of Ivan's to cover a shortfall in the value of the
stock originally issued. In connection with this acquisition, we paid an
additional $10,000 in cash to obtain the agreement of two principals of Ivan's
not to compete with us for a three year period.

On December 30, 1999, we acquired PrintAmerica in a transaction (the
"Acquisition") in which all of PrintAmerica's outstanding common stock (1,000
shares) was acquired for one million shares of common stock of the Company. In
connection with the Acquisition, the selling shareholders of


                                       9
<PAGE>

PrintAmerica executed a non compete agreement, and also agreed to an 18 month
lock up agreement with respect to the sale or transfer of our common stock.
PrintAmerica, which began operations in late 1997, provides quick print services
in South Florida. The Acquisition was recorded in a manner similar to a pooling
of interests for accounting purposes since 100% of the common stock of
PrintAmerica was owned by the parents of Benjamin and Samuel Rogatinsky, who
collectively owned approximately 89% of our common stock on the date of the
Acquisition. PrintAmerica was merged into the Company in January 2000. As
discussed above, in June 2000 all of the shares of our Common Stock issued in
the Acquisition were returned to the Company.

The acquisition of PrintAmerica provided us with several advantages:

o         PrintAmerica has made the capital investment for machinery and
          equipment and has the systems in place to produce our work product.

o         PrintAmerica had excess capacity and could accomodate our workflow.

o         We control the timeliness and quality of production to a greater
          degree than is the case with any third party arrangement.

          Marketing

  We utilize a two-pronged approach to marketing:

  I.           Direct In-Person Sales. Our sales force markets directly to both
               small to medium sized corporations as well as large companies.
               Initial discussions with many of our target clients have been met
               with support and interest, and we have built CPCs for three large
               corporate clients which are active and operating. There can be no
               assurance that these discussions will result in our conducting
               business with any of these customers in the future.

  II.          Advertising and Public Relations. Our advertising and marketing
               will emphasize the features and benefits of the CPC. We will use
               direct marketing and selling to market our Web site. Alliances
               with channel partners from office supply retailers and small
               printers to industry manufacturers with large selling
               organizations throughout the nation will be a main focus for
               2001, as they will assist in informing and attracting prospects
               to our website. We intend to place items relating to NexPub in
               key publications, both in the technology industry and mainstream
               press.


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<PAGE>

               Web Site and Operational Developments

We have purchased our own dedicated servers and have contracted with an off-site
location to house and maintain the servers. We have a direct T1 connection with
a full T1 backup for our in-house server facility. We have 24-hour support and
redundant backup systems. Programmers and graphic artists familiar with website
design have been engaged to establish and update the open and secure platforms
as required.

Production is conducted either in our Florida printing facility or with
contracted third parties.

               Competition

We compete with both traditional and on-line printing businesses. The existing
printing market is established, mature and intensely competitive. Competition is
largely based on price, quality, range of services offered, distribution
capabilities, customer service and technology. We expect competition to increase
due to the lack of significant barriers to entry for on-line businesses
generally, and the presence of excess capacity in the printing industry. As we
expand the scope of our product and service offerings, we may compete with a
greater number of companies across a wider range of printing and publishing
services. Our ability to generate significant revenue from sales will depend on
our ability to differentiate ourselves through the goods and prices we provide
and our timeliness of delivery.

The U.S. short-run, mass market printing industry is highly fragmented, with an
estimated 30,000 to 40,000 local and regional printers. These printers are
mostly independent. Many of these printers have long-term established
relationships with their customers and provide geographic proximity as well as a
range of services such as photocopying which are not available on-line.

We face substantial challenges in convincing businesses to consider alternatives
to their traditional printer. In addition, printers typically have extensive
local sales forces that regularly canvass and solicit businesses in the areas
they serve. Commercial printers compete primarily on product pricing, product
and service quality and, to a lesser extent, on innovation in printing
technologies and techniques. To attract new customers and retain our existing
customers, we must compete effectively in each of these areas.

The market for on-line printing services is new, rapidly evolving and highly
competitive. A number of companies have recently started offering
Internet-enabled printing services to consumers and to


                                       11
<PAGE>


the small office/home office market. Additionally, several e-commerce companies
have begun to develop systems that receive customer requests and match them to a
print provider. Among the services these companies offer are on-line design and
ordering of personalized stationery, business cards and other office supplies.
We also face competition from selected traditional print vendors which have
developed on-line websites that permit customers to create, proof and order
popularly printed items directly on-line. We may in the future also face direct
competition from other companies that may develop and market integrated
Internet-based business printing services similar to ours.

The level of competition is likely to increase as current competitors improve
their offerings and as new participants enter the market and industry
consolidation develops. Many of our current and potential competitors have
longer operating histories, larger customer bases, greater brand recognition and
significantly greater financial, marketing and other resources than us and may
enter into strategic or commercial relationships with larger, more established
and well-financed companies. Some of our competitors may be able to enter into
these strategic or commercial relationships on more favorable terms.
Additionally, these competitors have research and development capabilities that
may allow them to develop new or improved services that may compete with the
services we market. New technologies and the expansion of existing technologies
may increase competitive pressures on us. Increased competition may result in
reduced operating margins as well as loss of market share and brand recognition.

We also face direct competition from a variety of other organizations, including
existing office supply chains, procurement brokers, stationery houses, design
houses, advertising specialty and print brokers. Some of these are in the
process of developing their own on-line print solutions. In addition, companies
with which we do not presently directly compete may become competitors in the
future, either through the expansion of our technology and services or through
their product development in the area of on-line print shops or through
acquisitions.

Further, we face substantial competition from printing services brokers --
companies that contract with businesses to select and procure printing services
from a variety of printers. Brokers are able to offer customers a relatively
wide range of products and services, and are often able to obtain favorable
pricing for their customers by soliciting bids from a variety of printers. Like
local and regional printers, printing services brokers often have long-standing
customer relationships and extensive local direct sales resources.

We believe that the Company has a number of competitive advantages over other
organizations providing printing services on the Web, and indeed other Web-based
retail and wholesale businesses in general because internally built solutions
are not usually as robust and are expensive to develop and maintain. NexPub's
architecture, which is built upon best-in-class technologies, allows us to
quickly adapt to ever changing and new developments in technology. Companies
whose main product is in the delivery of printed materials will be forced to
make capital and human investment in both manufacturing as well as technology,
which is usually reserved for only the largest of companies in the graphic arts
industry.


                                       12
<PAGE>



                Risk Factors That May Affect Future Results

Going Concern Opinion

We have received a report from our independent auditors containing an
explanatory paragraph that describes the uncertainty as to our ability to
continue as a going concern due to our historical negative cash flow.
Additionally, the auditor's "going concern" opinion is based on the lack of
sufficient working capital and existing commitments to provide additional
financing required to implement the Company's business plan coupled with losses
and working capital needs. If we do not achieve positive operating results
within the next few months, we will require additional financing. If capital
requirements vary materially from those currently planned, we may require
additional financing sooner than anticipated. If positive operating results are
not achieved rapidly, we intend to reduce expenditures so as to minimize our
requirements for additional financial resources, if such resources are not
available on terms acceptable to us. There can be no assurance that such
measures will be sufficient to satisfy our ongoing capital requirements.

Business Strategy

Our future financial performance and success are largely dependent on our
ability to successfully implement our business strategy. We base our business
strategy in part on our assumptions about future demand for our current products
and the new products we are developing, as well as on our ability to continue to
market our products profitably and to adapt to changes in our markets. Each of
these assumptions could be affected by a number of factors beyond our control,
including: trends in the online printing market, increased competition, pricing
pressures, legal developments, general economic conditions or increased
operating costs or expenses.

Potential Claims Against the Company

We may be subject to certain claims in connection with a formal SEC inquiry into
transactions relating to our operations. In the event of any such occurrence, we
could incur substantial litigation expenses, receive adverse publicity and
suffer a loss of sales. Claims against us, regardless of their merit or outcome,
may involve significant legal costs and may require management to devote
considerable time which would otherwise be utilized in our operations.

Customer Retention; Sales Risks

Stability in customer retention is primarily dependent on the continued
relevancy of the range of our products to the business marketplace. We can make
no assurances that our new product introductions will continue to offset the
rate of obsolescence of our products in the future. An increase in the rate of
product obsolescence or a decline in new product introductions could


                                       13
<PAGE>

negatively impact customer retention which, in turn, would have a materially
adverse impact on our long-term financial performance.

Dependence on Key Management

We believe that our success depends on our ability to retain our senior
management team, including, in particular, Neal J. Polan, our Chief Executive
Officer. The loss of services of Mr. Polan or one or more of these senior
executives could adversely affect our ability to effectively manage our overall
operations or successfully execute current or future business strategies. In
addition, our success depends on our continued ability to recruit and retain
highly skilled, knowledgeable and sophisticated technical, managerial, sales and
professional personnel.

Other Risks; Variability of Performance

We have experienced in the past and will experience in the future quarterly and
annual variations in net sales and net income as a result of many factors,
including, but not limited to, customer response rates, product mix, the timing
and levels of selling, general and administrative expenses. If net sales
performance falls below expectations in any given quarter or year, our operating
results could be materially adversely affected

Control of Production. We control all aspects of production. We believe that
with our ability to manage the timing of production and the quality of product,
we will be able to enhance our operating margins.

Pricing. We believe that with our ability to control both the technology and the
printing process, our margins will be better managed and our prices reduced.

Delivery. With the ownership of production and shipping facilities, as well as
with strategic relationships in geographical areas where we do business, we will
be better able to control the scheduling of work and the delivery of product.

Employees. As of February 14, 2001, we employ 31 persons full time as support
staff.

Reports to Security Holders

The public may read and copy any materials that we have on file with the
Securities and Exchange Commission ("SEC") at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. Such materials can also be
obtained on the SEC's official website at www.sec.gov. The public may obtain
information on the operation of the Public Reference Room by calling SEC at
1-800-SEC-0330.


                                       14
<PAGE>

Item 2.    Properties
           ----------

Our facilities consist of our principal office located at 3820 Executive Way,
Miramar, Florida 33025 which consists of approximately 18,500 leased square feet
of office and warehouse space and an office located at 660 White Plains Road,
Third Floor, Tarrytown, New York, 10591. We believe our facilities are
sufficient for our current needs.

Item 3.    Legal Proceedings
           -----------------

In a letter dated June 29, 2000, the Company received notice from the Southeast
Regional Office of the United States Securities and Exchange Commission (the
"SEC Regional Office"), that an informal inquiry into transactions relating to
the Company was being conducted. The Company was requested to voluntarily
provide the SEC Regional Office with certain documents, as outlined in that
letter. The letter from the SEC Regional Office to the Company states that this
inquiry is confidential and should not be construed as an indication by the
staff of that office that any violation of law has occurred, or as a reflection
upon any person, entity or security that may be involved. Management of the
Company has provided the requested information and continues to fully cooperate
with respect to this informal inquiry.

On January 24, 2001, the SEC issued a Formal Order of Private Investigation in
connection with its investigation of the Company. At this time no conclusion can
be reached as to what impact, if any, this investigation may have on us or our
operations.

Item 4.    Submission of Matters to a Vote of Security Holders
           ---------------------------------------------------

On October 17, 2000, our Board of Directors approved the following actions: (i)
an amendment to our Restated Certificate of Incorporation to change our name to
NexPub, Inc.; (ii) election of six directors to our Board of Directors; and
(iii) the appointment of the accounting firm of Richard A. Eisner & Company,
LLP, to serve as our independent auditors for the year 2000. On November 20,
2000, and in accordance with Section 228 of the Delaware General Corporation
Law, the written consent of the holders of the majority of the outstanding
shares of our voting capital stock (47,360,540 shares) was obtained approving
each of these corporate actions. Under Delaware law, such a written consent may
be substituted for a special meeting. Accordingly, the stockholders were not
asked to take action on these corporate actions at any future meeting. On
November 30, 2000, an Information Statement was furnished to the shareholders
who did not vote on these corporate actions, solely for the purpose of informing
them in the manner required under the Exchange Act.



                                       15
<PAGE>

                                     PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters
           ---------------------------------------------------------------------

        Market Information

The Company's Common Stock is currently traded on the Over-the-Counter Bulletin
Board. On July 30, 1999, in connection with the merger of Net Lnnx, Inc. and
PrintOnTheNet.com, Inc., the Company's stock symbol changed from NLNX to POTN.
On December 26, 2000 the Company's stock symbol changed to NEXP in connection
with the corporate name change from PrintOnTheNet.com, Inc. to NexPub, Inc.

The following table sets forth the high and low sales prices for the Company's
Common Stock for each quarter within the two years ended December 31, 2000 as
reported by the over-the-counter quotations. These prices do not reflect retail
mark-ups, mark-downs or commissions and may not represent actual transactions.



     1999 (Net Lnnx, Inc. through July 30)                High            Low
     ----                                                 ----            ---

     January 1 through March 31, 1999                     2.875          0.125

     April 1 through June 30, 1999                        2.125          1.375

     July 1 through September 30, 1999                    2.500          0.625

     October 1 through December 31, 1999                  1.563          0.406

     2000                                                 High            Low
     ----                                                 ----            ---

     January 1 through March 31, 2000                     2.375          0.938

     April 1 through June 30, 2000                        1.000          0.531

     July 1 through September 30, 2000                    0.656          0.188

     October 1 through December 31, 2000                  0.234          0.125

Holders

The number of record holders of the Company's Common Stock as of February 14,
2001 was approximately 2,160.

Dividends

The Company has never paid a cash dividend on its Common Stock and anticipates
that for the foreseeable future any earnings will be retained for use in its
business and, accordingly, does not anticipate the payment of cash dividends.





                                       16
<PAGE>

Item 6.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations; Safe Harbor Statement under the Private
           Securities Litigation Reform Act of 1995.
           ---------------------------------------------------------------

The Management's Discussion and Analysis of Financial Condition and Results of
Operations included herein should be read in conjunction with the Company's
Consolidated Financial Statements and Notes to Financial Statements. Such
Consolidated Financial Statements include (i) the historical accounts of the
Company for the year ended December 31, 2000 and from January 27, 1999 (date
incorporated) through December 31, 1999, and (ii) the historical accounts of
PrintAmerica for the years ended December 31, 2000 and 1999. All significant
intercompany balances and transactions have been eliminated. The Company's
Financial Statements have been prepared in accordance with generally accepted
accounting principles as applied in the United States.

The financial information in Management's Discussion and Analysis of Financial
Condition and Results of Operations refers to continuing operations.

Results of Operations

Sales were $2,349,000 and $2,503,000 in 2000 and 1999, respectively. Sales in
1999 includes the activity of one acquisition only since May 1999 and two other
acquisitions since August 1999, when each of these entities were acquired.
During 2000, a significant amount of management's time was devoted to efforts to
resolve issues related to certain guaranties and litigation matters (see Notes J
and L of Notes to Financial Statements). Given the limited amount of management
resources then available, this adversely affected sales and operations.
Additionally, we have devoted a substantial amount of time and resources to
implementation of our website and Internet strategy.

Cost of Sales was $1,953,000 (83.1% of sales) and $1,722,000 (68.8% of sales) in
2000 and 1999, respectively. The increased cost of sales as a percentage of
sales during 2000 is a result of several factors, including increased pricing
from vendors. During the latter part of 2000, the Company consolidated its three
production locations into a single facility, and anticipates that cost savings
related to certain duplicative processes will begin to be realized during the
first quarter of 2001.

Stock based compensation expense, amounting to $1,251,000 in 2000, relates to
amortization of employment related warrants and options issued in June 2000.

Software development expenses were $1,210,000 and $401,000 during 2000 and 1999,
respectively. Such costs relate to development of our web site and Internet
strategy. Included in such expenses


                                       17
<PAGE>

during 2000 was a non-cash charge of $344,000 relating to the value placed on
warrants and common stock issued to certain outside vendors that provided
services to the Company.

The Company recorded a charge of $617,000 during 2000 relating to the impairment
of long-lived assets.

The Compnay recorded a charge of $1,176,000 during 2000 classified as "Cost of
Obligation under Guarantees" relating to expected delivery of pledged treasury
shares.

During 2000, the Company recorded a plant closure expense of $336,000, relating
to the relocation of its production facilities.

Selling, general and administrative ("SG&A") expenses were $13,095,000 and
$1,766,000 during 2000 and 1999, respectively. The increase from 1999 to 2000 is
attributable to several factors, including (i) non-cash charges of $7,840,000
relating to the sale of warrants and $2,150,000 relating to the issuance of
warrants to the Bank, (ii) the incurrence of significant professional fees and
other costs relating to certain corporate guaranty and related litigation
matters, and (iii) increased infrastructure costs incurred in preparing for
future growth both internally and through acquisitions, and relating to
implementation of our website and Internet strategy.

The Company had net interest income (expense) of $5,000 and ($163,000) in 2000
and 1999, respectively. During 2000, the Company earned interest income of
$82,000 on its cash reserves (resulting from the Offering), offset by $77,000 of
interest expense.

During 2000, the Company had a net loss of $17,284,000, or $.32 basic and
diluted loss per share, compared to a 1999 net loss of $1,547,000, or $.06 basic
and diluted loss per share. The principal reasons for the significant increase
in net loss from 1999 to 2000 are discussed above.

Liquidity and Capital Resources

Net cash used in operating activities was $3,889,000 in 2000. The components
include a loss of $17,284,000, offset by depreciation and amortization expenses
of $253,000, a non-cash write down of property and equipment of $272,000, an
impairment of long-lived assets charge of $617,000, a non-cash charge for fair
value of warrants issued and sold of $9,990,000, a non-cash charge to stock
based compensation expense of $1,251,000, a non-cash charge of $312,000 relating
to fair value of warrants issued for consulting services, and increased cash of
$589,000 resulting from changes in operating assets and liabilities.

During 2000, net cash used for investing activities was $128,000, relating
primarily to purchases of $135,000 of property and equipment.

During 2000, net cash provided by financing activities was $5,769,000,
consisting primarily of $6,812,000 of net proceeds from the private placement
offerings , offset by the repurchase of stock for $1,282,000 in connection with
litigation settlements.

At December 31, 2000, we had a working capital deficit of $2,000. The Company
had cash of $1,752,000 as of December 31, 2000. The Company expects to incur
minimum cash expenditures of $650,000 during 2001 relating to development of its
website.

We have received a report from our independent auditors containing an
explanatory paragraph that describes the uncertainty as to our ability to
continue as a going concern due to our historical negative cash flow and
because, as of the date they rendered their opinion, we did not have access


                                       18
<PAGE>

to sufficient committed capital to meet our projected operating needs for at
least the next twelve months. If we do not achieve positive operating results
within the next few months we will require additional financing. If capital
requirements vary materially from those currently planned, we may require
additional financing sooner than anticipated. If positive operating results are
not achieved rapidly, we intend to reduce expenditures so as to minimize our
requirements for additional financial resources, if such resources are not
available on terms acceptable to us. Such measures may include reduction of our
technology costs in the coming year and restructuring various employee
compensation packages. Additionally, we expect revenue from our new product
lines to increase in the future. There can be no assurance that we will be able
to generate internally or raise sufficient funds to continue our operations, or
that our auditor's will not issue another going concern opinion. Our
consolidated financial statements do not include any adjustments to reflect the
possible future affects on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from our possible
inability to continue our operations.

Forward Looking Statements

Except for historical information contained herein, certain matters discussed
herein are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical facts, that address future
activities, events or developments, including such things as the prompt and
satisfactory resolution of governmental inquiries regarding certain historical
financial and other corporate disclosures, future revenues, website and product
development and market acceptance thereof, production and office consolidation
and relocation, responses from competitors, capital expenditures (including the
amount and nature thereof), business strategy and measures to implement
strategy, competitive strengths, goals, expansion and growth of our business and
operations, plans, references to future success and other such matters, are
forward-looking statements. The words anticipates, believes, estimates, expects,
plans, intends, should, seek, will, and similar expressions are intended to
identify these forward-looking statements, but are not the exclusive means of
identifying them. These statements are based on certain historical trends,
current conditions and expected future developments as well as other factors we
believe are appropriate in the circumstances. However, whether actual results
will conform to our expectations and predictions is subject to a number of risks
and uncertainties that may cause actual results to differ materially, our
success or failure to implement our business strategy, our ability to market
successfully our on-line printing and publishing concept, changes in consumer
demand, changes in general economic conditions, the opportunities (or lack
thereof) that may be presented to and pursued by us, changes in laws or
regulations, changes in technology, the rate of acceptance of the Internet as a
commercial vehicle, competition in the Internet printing and publishing business
and other factors, many of which are beyond our control. Consequently, all of
the forward-looking statements made in this Report are qualified by these
cautionary statements and there can be no assurance that the actual results we
anticipate will be realized or, even if substantially realized, that they will
have the expected consequences to or effects on us or our business or
operations. We assume no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.


                                       19
<PAGE>


Item 7.     Financial Statements
-------     --------------------

                   Immediately following the signature page of this Form 10-KSB.

Item 8.     Changes in and Disagreements With Accountants on Accounting and
            Financial Disclosure
            ---------------------------------------------------------------

                   None.

                                    PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act.
            ------------------------------------------------------------

  Our executive officers and directors are as follows:


NAME                           AGE        POSITION
----                           ---        --------

Neal J. Polan                  50         Chief Executive Officer/Director

Robert Priddy                  54         Chairman of the Board of Directors

Mark Reichenbaum               49         Director

Adam Ross                      42         Director

George F. Pickett              59         Director

John Van Leuwen                42         Director

Robert K. Norris               43         Chief Financial Officer

Management

A brief description of the key management of the Company is as follows:


Neal J. Polan, age 49, has served as a Director of the Company since June 8,
2000. Mr. Polan founded Insight Management Corp. ("IMC") in 1983 and Insight
Capital Partners LLC ("ICP" and, with IMC, the "Insight Companies") in 1995. IMC
is an investment management firm, specializing in the reorganization and
strategic acquisition of small to middle market companies. ICP provides
financial advisory services to middle market companies. As a principal and
executive officer of the Insight Companies, over the last two years, Mr. Polan
has been involved in several Internet companies. In addition, from October 1999
through March 2000, Mr. Polan served on the Board


                                       20
<PAGE>

of Directors of Adatom.com (Nasdaq SmallCap: ADTM), an e-commerce infrastructure
Internet company. From 1997 to October 1999, Mr. Polan served as the Chairman
and Chief Executive Officer of HealthCore Medical Solutions (which merged with
Adatom.com in October 1999), a healthcare company that marketed and administered
a healthcare benefits program targeted at small and middle market businesses.
From 1996 to 1998, Mr. Polan was a principal and managing director of National
Financial Companies LLC, a middle market merchant bank specializing in early
stage companies. Mr. Polan was also a founder, and from 1992 to 1994 President
and a director, of Sterling Vision, Inc., a company that acquired the assets of
Sterling Optical from Federal bankruptcy court in 1992. Sterling Vision, Inc.
(Nasdaq: ISEE) completed a successful initial public offering in 1995.

Robert Priddy, age 54, has served as a Director and Chairman of the Board of
directors of the Company since June 8, 2000. He is currently Chairman of the
Board and Chief Executive Officer of R.M.C. Capital, LLC, a venture capital
company, a position he has held since November 1997. Mr. Priddy served as
Chairman of the Board and Chief Executive Officer of Valuejet, Inc., a
commercial airline company, from June 1993 until November 1997. In addition, Mr.
Priddy has served on the Board of Directors of Air Tran Holdings, an aviation
company, from 1993 to the present date, and AccuMed International, a healthcare
company, from 1997 to the present date. Mr. Priddy is a minority owner and a
member of the Board of Directors of Commonwealth Associates, the placement agent
engaged by the Company for its 2000 private placement offerings.

Mark Reichenbaum, age 49, has served as a Director of the Company since June 15,
2000. Mr. Reichenbaum is President of Haja Capital Corporation, a real estate
investment company, a position he has held since October 1996. From 1972 until
October 1996, Mr. Reichenbaum served as President of Medo Industries, Inc., an
air freshener manufacturing company. In addition, Mr. Reichenbaum served on the
Board of Directors of Safety First Corporation, a manufacturer of infant items,
from 1997 until March 2000.

Adam Ross, age 42, has served as a Director of the Company since June 15, 2000.
Mr. Ross is an equities trader with Van Buren Securities Company, a
Chicago-based securities trading company, a position he has held since February
2000. Mr. Ross has been an equities trader since December 1998, employed with
All Star Equities Co., a Ft. Lauderdale securities trading company. From
December 1996 to December 1998, Mr. Ross was a registered stock broker for
Commonwealth Associates, a mid-size New York based investment banking firm. From
December 1990 until December 1996, he was Executive Vice President of Sales for
Ross Printing, a mid-size commercial printing firm.

George F. Pickett, age 59, has served as a Director of the Company since June
15, 2000. Mr. Pickett is currently retired. He retired as Chairman of the Board
and Chief Executive Officer of Atlantic Southeast Airlines, Inc., a large
regional airline carrier, after the carrier was purchased by Delta Airlines in
May 1999. Mr. Pickett was the Chairman of the Board and Chief Executive Officer
of Atlantic Southeast Airlines, Inc. from February 1994 until May 1999. From
September


                                       21
<PAGE>

1996 until May 1999, Mr. Pickett served as Chairman of the Board and Chief
Executive Officer of ASA Holdings, Inc., a public holding company which owned
the shares of Atlantic Southeast Airlines, Inc.

John Van Leeuwen, age 42, has served as a Director of the Company since
September 2000.

Mr. Van Leeuwen is the Chief Executive Officer of Techinspirations, Inc.
(Cayman), a venture capital firm, with principal offices in Canada, a position
he has held for four years. Mr. Van Leeuwen has previously served as President
of Baan Canada, an enterprise resource planning firm, for a period of four
years. Mr. Van Leeuwen is also a director of Xbox Technologies and several other
foreign organizations.

Robert K. Norris, age 43, was appointed Chief Financial Officer of the Company
in June 2000. Mr. Norris is also the Company's Secretary. Mr. Norris had
previously served as Chief Financial Officer of the Company from November 1999
until February 2000. From November 1997 until November 1999, Mr. Norris, a
Florida certified public accountant, was Director of Financial Reporting for US
Diagnostic Inc. From December 1996 through October 1997, Mr. Norris served as
Chief Financial Officer for Guardian International, Inc. Prior to December 1996,
Mr. Norris was Vice President/Corporate Controller for International Airline
Support Group, Inc.










                                       22
<PAGE>


Item 10.    Executive Compensation
            ----------------------

Compensation

The following table sets forth information about the compensation paid or
accrued by the Company to the Company's named executive officers, for the last
three completed fiscal years:


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

                                                                                               Long-Term
                                                                                             Compensation

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

                                     Annual Compensation                                        Awards

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

             Name and                                                                   Securities Underlying
        Principal Position            Year          Salary              Bonus                  Options
        ------------------            ----          ------              -----                  -------
------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>                     <C>                     <C>
   Neal J. Polan                      2000        $103,846                --                      --
   Chief Executive Officer            1999            --                  --                      --
                                      1998            --                  --                      --
------------------------------------------------------------------------------------------------------------------

   Robert K. Norris                   2000        $102,276(1)             --                      --
   Chief Financial Officer            1999                                --                      --
                                      1998               --               --                      --
------------------------------------------------------------------------------------------------------------------

   Benjamin Rogatinsky(2)             2000        $84,673                 --                      --
   Chief Executive Officer            1999            --                  --                      --
                                      1998            --                  --                      --
------------------------------------------------------------------------------------------------------------------
</TABLE>

-------------------
(1) Includes $29,199 received in consulting fees.
(2) Benjamin Rogatinsky resigned as an officer of the Company on June 8, 2000.

Compensation of Directors


The Company reimburses members of its Board of Directors for their reasonable
expenses incurred in connection with their services as directors. On November 8,
2000, all of the Company's outside directors were granted warrants to purchase
250,000 shares of the Company's common stock at an exercise price of $.125. The
warrants shall vest equally over 3 years on each anniversary date of each
individual director's appointment commencing on their initial date of service.


                                       23
<PAGE>

Under the Stock Incentive Plan, approved by the Company's shareholders at the
1999 Annual Meeting, each of the Company's employees (including officers and
directors who are also employees of the Company), consultants and advisors are
eligible to receive awards from the Company of stock options subject to the
discretion of the Company's Compensation Committee.

Compensation of Officers - Employment Agreements

Effective as of June 8, 2000, the Company entered into an employment agreement
with Neal J. Polan. Such agreement has an initial two year term which will be
automatically extended for additional consecutive one year periods unless
written notice is given by either party to the other no later than 60 days
before the expiration of the term. Pursuant to such agreement, Neal J. Polan
will serve as the Chief Executive Officer of the Company. Under the employment
agreement, Mr. Polan is provided an annual base salary which is subject to
annual adjustments at the discretion of the Board of Directors of the Company
(or a committee thereof), but which may not be reduced to less than the base
salary of such executive for the initial year of his agreement. Pursuant to the
agreement, the initial base salary for Mr. Polan is $200,000. In addition, Mr.
Polan may be given an annual bonus subject to the sole discretion of the Board
of Directors of the Company. The employment agreement also provides Mr. Polan
with certain benefits, including life insurance and eligibility to participate
in all benefit plans established by the Company (including, but not limited to,
medical, bonus and stock option programs). If Mr. Polan's employment is
terminated by the Company without "cause" or in connection with, or as a result
of, a "change of control", the Company would be obligated to pay to Mr. Polan a
termination payment of up to three times the executive's annual salary, then in
effect, plus certain bonuses, and would be obligated to pay to the executive all
fringe benefits accrued at the time of termination. For purposes of the
employment agreement, "cause" includes certain misconduct by the executive,
conviction of the executive of a felony and neglect of the executive's duties
and "change of control" includes certain acquisitions of voting securities
giving a person 50% or more of the combined voting power of the Company, certain
mergers or other business combinations, cash tender or exchange offers,
dispositions of assets or the liquidation or dissolution of the Company. In
connection with his employment agreement, Mr. Polan received five-year warrants
to purchase approximately 7,673,000 shares of Common Stock, exercisable at $.10
per share. These warrants will vest over a three year period.

Effective as of June 8, 2000, the Company entered into a new employment
agreement with Robert K. Norris. Such agreement has an initial two year term
unless terminated earlier under the terms of the agreement. Pursuant to such
agreement, Robert K. Norris will serve as the Chief Financial Officer of the
Company. Under the employment agreement, Mr. Norris is provided an annual base
salary which is subject to annual adjustments at the discretion of the Board of
Directors of the Company (or a committee thereof), but which may not be reduced
to less than the base salary of such executive for the initial year of his
agreement. Pursuant to the agreement, the initial base salary for Mr. Norris is
$100,000. In addition, Mr. Norris may be given an annual bonus subject to the
sole discretion of the Board of Directors of the Company. The employment
agreement also


                                       24
<PAGE>


provides Mr. Norris with certain benefits, including life insurance and
eligibility to participate in all benefit plans established by the Company
(including, but not limited to, medical, bonus and stock option programs). Under
the employment agreement, Mr. Norris was granted 500,000 non-qualified stock
options exercisable at $.10 per share and under the terms and conditions of the
Company's 1999 Stock Incentive Plan.

Item 11.    Security Ownership of Certain Beneficial Owners and Management
            --------------------------------------------------------------

The following table sets forth information with respect to beneficial ownership
of our Common Stock by each person who beneficially owns more than five (5%)
percent of our Common Stock as of the date of this Report, including shares
owned by its executive officers and directors. Unless otherwise indicated, we
believe all persons in the table have sole voting and investment power for all
shares beneficially owned by them.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------

                           Name and Address of                              Number           Percent of
Title of Class             Beneficial Owners(1)                           of Shares          Class (%)(2)
--------------             -----------------                              ---------          ---------
-----------------------------------------------------------------------------------------------------------
<S>                        <C>                                          <C>                      <C>
Common Stock               Robert Priddy                                15,500,000(3)            12.7
-----------------------------------------------------------------------------------------------------------

Common Stock               Neal J. Polan                                 7,639,445(4)             6.5
-----------------------------------------------------------------------------------------------------------

Common Stock               George F. Pickett                             2,500,000(5)             2.3
-----------------------------------------------------------------------------------------------------------

Common Stock               Mark Reichenbaum                              2,500,000                2.3
-----------------------------------------------------------------------------------------------------------

Common Stock               Adam Ross                                       250,000                0.2
-----------------------------------------------------------------------------------------------------------

Common Stock               Techinspirations, Inc.                        2,500,000(6)             2.3
-----------------------------------------------------------------------------------------------------------

Common Stock               J.F. Shea & Co., Inc.(7)                     13,000,000               10.9
-----------------------------------------------------------------------------------------------------------

Common Stock               ComVest Capital Partners, LLC(8)              5,639,445(9)             5.0
-----------------------------------------------------------------------------------------------------------

Common Stock               Benjamin Rogatinsky                          5,080,269(10)             4.8
-----------------------------------------------------------------------------------------------------------

Common Stock               Samuel Rogatinsky                            5,080,270(10)             4.8

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

Common Stock               Robert K. Norris                               500,000(11)             0.5
-------------------------- ----------------------------------------- --------------------- -----------------
</TABLE>

  (1)     Beneficial ownership is based on information provided to us, and the
          beneficial owner has no obligation to inform us of or otherwise report
          any changes in beneficial ownership. Except as indicated, and subject
          to community property laws when applicable, the persons and entities
          named in the table above have sole voting and investment power with
          respect to all shares of Common Stock shown as beneficially owned by
          them. Except as otherwise indicated, each of such persons may be
          reached through the Company's offices at 3820 Executive Way, Miramar,
          Florida 33025.



                                       25
<PAGE>


(2)       Based on 106,374,000 shares of common stock outstanding as of the date
          hereof.

(3)       Includes 3,000,000 shares of Common Stock issuable upon the exercise
          of warrants to purchase 3,000,000 shares of Common Stock, held by Mr.
          Priddy.

(4)       Includes (a) 1,000,000 shares of Common Stock issuable upon the
          exercise of warrants to purchase 1,000,000 shares of Common Stock,
          held by trusts established for the benefit of the children of Mr.
          Polan's three minor children, the power of which to vote and dispose
          of such shares is held by Mr. Polan and, as a result of such power,
          Mr. Polan is deemed to own beneficially all of such 1,000,000 shares;
          and (b) 4,639,445 shares of Common Stock issuable upon the exercise of
          warrants to purchase 4,639,445 shares and 2,000,000 shares of Common
          Stock, held directly.

(5)       Mr. Pickett holds these shares jointly with his spouse.

(6)       Techinspirations, Inc. (Cayman) is a corporation organized in the
          Cayman Islands, British West Indies, whose principal mailing address
          is 2275 #8 Side Road RR#22, Milton, Ontario, Canada L9T2X6 ; John Van
          Leeuwen, a nominee for the board of directors of the Company, is a
          principal shareholder and officer of Techinspirations, Inc. (Cayman).

(7)       J.F. Shea & Co., Inc. is a corporation organized in the State of
          Nevada, with principal mailing address is 675 Brea Canyon Road,
          Walnut, California 91789.

(8)      Comvest Capital Partners, LLC is a limited liability company organized
         in the State of Delaware whose principal mailing address is 830 Third
         Avenue, 4th Floor, New York, New York 10022.

(9)      Includes 8,000,000 shares of Common Stock issuable upon the exercise
         of warrants to purchase 8,000,000 shares of Common Stock, held by
         Comvest Capital Partners, LLC.

(10)     Benjamin and Samuel Rogatinsky resigned from the Company as of June 8,
         2000; these shares are subject to the pledge of the Bank; additionally,
         the Rogatinskys have executed voting proxies in favor of the Company's
         Board of Directors with respect to these shares.

(11)     Consists of 500,000 shares of Common Stock issuable upon the exercise
         of options granted to Mr. Norris under the Company's 1999 Stock
         Incentive Plan.


                                       26
<PAGE>

Item 12.    Certain Relationships and Related Transactions
            ----------------------------------------------

Relationship With The Placement Agent

In connection therewith, the Company has agreed to pay the Placement Agent 10%
of the excess of the gross proceeds received from the sale of Units in the
Offering over $3,040,000 (the amount raised in the February Placement). In
addition, the Placement Agent will receive warrants to purchase that number of
shares of Common Stock equal to (a) 19.3% of the shares of Common Stock
underlying the Preferred Stock included in the first $7,500,000 of Units sold in
the Offering, and (b) 30% of the shares of Common Stock underlying the Preferred
Stock included in the Units sold in excess of $7,500,000 in the Offering. These
warrants provide for registration rights with respect to the shares of Common
Stock issuable upon exercise thereof. If any Units included in the
Over-Allotment Option are sold, the Placement Agent will receive additional fees
and warrants.

Furthermore, the Placement Agent and certain of its associates, including Robert
Priddy, purchased up to 15 ($1,500,000) Units in the Offering (in addition to
the conversion of approximately $600,000 of units purchased in the February
Placement into the Units offered in this Offering).

In connection with investment banking and advisory services provided by the
Placement Agent to the Company, in December 1999, the Company sold to the
Placement Agent and certain of its affiliates for $100,000 five year warrants
(the "Advisory Warrants") to purchase 6,000,000 shares of Common Stock at an
exercise price of $.10 per share. The Advisory Warrants are exercisable
commencing December 31, 2000.

On April 18, 2000, Com Vest Capital Partners, LLC, an affiliate of the Placement
Agent, purchased from the Company five-year warrants to purchase 8,000,000
shares of Common Stock exercisable for $.10 per share commencing on September
30, 2000. The purchase price for such warrants was $80,000. As a result of the
closing of the Offering, the Placement Agent has the right to designate three
out of seven directors to the Company's Board. On April 18, 2000, we also sold
warrants to purchase an aggregate of 8,000,000 shares of Common Stock to Robert
Priddy and Neal J. Polan. The terms of these warrants are the same as those
granted to ComVest Capital Partners, LLC.

The Placement Agent was also granted a right of first refusal with respect to
certain future financings and is a party to an advisory agreement with the
Company entitling it to certain fees for assisting the Company with certain
transactions.

In connection with its services as placement agent in the February Placement,
upon the closing of such placement, the Placement Agent received (i) a
commission of $212,800 (7% of the aggregate purchase price of the securities
sold in such placement), and (ii) a structuring fee of $91,200 (3% of the
aggregate purchase price of the securities sold in such placement). In addition,
the Placement


                                       27
<PAGE>

Agent and certain persons associated with the Placement Agent received Agent's
Warrants to purchase 10% of the shares of Preferred Stock underlying the Units
sold in the February Placement at an exercise price of $3.52 per share. These
Agent's Warrants were canceled upon the closing of the Offering.

Related Party Transactions

Certain transactions involving PrintAmerica are "related party transactions."
These transactions are discussed in detail in our Report on Form 8-K filed on
January 14, 2000 and Form 8-K/A filed on November 9, 2000.

                                    PART IV

Item 13.    Exhibits and Reports on Form 8-K
            --------------------------------

(a)   EXHIBITS. The following exhibits are filed with or incorporated by
reference into this report. The exhibit numbers correspond to the exhibit
numbers in the referenced documents.

Exhibit No.       Exhibit Description

2.1             Agreement and Plan of Merger by and between Net Lnnx, Inc. and
                PrintOnTheNet.com, Inc.*

3.1(a)          Amendment to Restated Certificate of Incorporation of
                PrintOnTheNet.com, Inc.

3.1(b)          Certificate of Designations and Preferences.*

3.2             Bylaws of PrintOnTheNet.com, Inc.*

10.1            PrintOnTheNet.com, Inc. 1999 Stock Incentive Plan.*

10.2            Debt Modification, Assumption and Settlement Agreement, dated as
                of May 19, 2000, by and among National Lithographers &
                Publishers, Inc., PrintOnTheNet.com, Inc., National Payroll
                Services, Inc., National Holding Company, Inc., Michelle
                Rogatinsky, Benjamin Rogatinsky, Samuel Rogatinsky, Reuben and
                Shulamit Rogatinsky, the Rogatinsky Family Trust, Royal
                Industries & Distribution, Inc., 299 Holdings, Inc. and First
                Southern Bank.*

10.3            Stock Purchase Agreement, dated as of June 8, 2000, by and
                between Benjamin Rogatinsky and PrintOnTheNet.com, Inc.*

10.4            Stock Purchase Agreement, dated as of June 8, 2999, by and
                between Samuel Rogatinsky and PrintOnTheNet.com, Inc.*

10.5            Employment Agreement dated June 8, 2000 by and between
                PrintOnTheNet.com, Inc. and Neal J. Polan.*

10.6            Lease Agreement dated October 23, 2000 by and between
                PrintOnTheNet.com, Inc. and Sunbeam Properties, Inc.






                                       28
<PAGE>


23              Independent Auditors" Consent of Richard A. Eisner & Co.

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


* Exhibit previously filed as part of, and hereby incorporated by reference
from the Company's Form 10-KSB as filed with the Securities and Exchange
Commission on June 15, 2000.

(b)      REPORTS ON FORM 8-K.

A Form 8-K/A including financial statements was filed on November 9, 2000
reporting an Item 2 and an Item 7 Event.












                                       29
<PAGE>


                                   SIGNATURES

       Pursuant to the requirements of Section 13 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.

                                               NEXPUB, INC.

Date: April 4, 2001                       By:  /s/ Neal J. Polan
                                             -----------------------------------
                                               Name:    Neal J. Polan
                                               Title:   Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.

Name                             Title                          Date
----                             -----                          ----
Robert Norris                   Chief Financial Officer         April 4, 2001
















                                       30
<PAGE>

NEXPUB, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>

Contents

                                                                                             Page
                                                                                             ----

<S>                                                                                          <C>
Consolidated Financial Statements

    Independent auditors' report                                                              F-2

    Balance sheet as of December 31, 2000                                                     F-3

    Statements of operations for the years ended December 31, 2000 and 1999                   F-4

    Statements of stockholders' equity (capital deficiency) for the years ended
      December 31, 2000 and 1999                                                              F-5

    Statements of cash flows for the years ended December 31, 2000 and 1999                   F-6

    Notes to financial statements                                                             F-7
</TABLE>


                                      F-1
<PAGE>




INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
NexPub, Inc.


We have audited the accompanying consolidated balance sheet of NexPub, Inc.
(formerly known as PrintOnTheNet.Com, Inc.) and subsidiary as of December 31,
2000, and the related consolidated statements of operations, stockholders'
equity (capital deficiency) and cash flows for each of the years in the two year
period ended December 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements enumerated above present fairly, in all
material respects, the consolidated financial position of NexPub, Inc. and
subsidiary as of December 31, 2000 and the consolidated results of their
operations and their consolidated cash flows for each of the years in the two
year period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has a working capital deficit, has sustained
significant net losses and has experienced cash outflows from operating
activities for the years ended December 31, 2000 and 1999. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. Management's plan in regard to this matter is also described in Note A.
The financial statements do not include any adjustments that might result from
these uncertainties.

As disclosed in Note J (3), the Company may be subject to claims based on
alleged securities laws violations and such actions may be initiated by the
federal authorities, state authorities or certain persons who bought or sold the
Company's securities during the relevant time period.


Richard A. Eisner & Company, LLP

New York, New York
February 6, 2001

With respect to Note C,
February 23, 2001

                                      F-2
<PAGE>
NEXPUB, INC. AND SUBSIDIARY

<TABLE>
<CAPTION>

Consolidated Balance Sheet
December 31, 2000

ASSETS
Current assets:
<S>                                                                                                            <C>
   Cash                                                                                                        $     1,752,000
   Accounts receivable, net of allowance for doubtful accounts of $94,000                                              287,000
   Inventories                                                                                                          80,000
   Prepaid expenses                                                                                                     48,000
                                                                                                               ---------------

      Total current assets                                                                                           2,167,000

Property and equipment, net of accumulated depreciation and amortization of $164,000                                   577,000
Goodwill and other intangible assets                                                                                   184,000
Other assets                                                                                                            75,000
                                                                                                               ---------------

                                                                                                               $     3,003,000
                                                                                                               ===============

Liabilities and STOCKHOLDERS' EQUITY
Current liabilities:
   Notes payable, current portion                                                                              $       141,000
   Capital lease obligations, current portion                                                                           25,000
   Obligation under guarantees                                                                                       1,176,000
   Accounts payable                                                                                                    792,000
   Accrued expenses                                                                                                     35,000
                                                                                                               ---------------

      Total current liabilities                                                                                      2,169,000

Notes payable - noncurrent portion                                                                                     373,000
Capital lease obligations - noncurrent portion                                                                         108,000
                                                                                                               ---------------

                                                                                                                     2,650,000
                                                                                                                --------------
Commitments and contingencies

Stockholders' equity:
   Preferred stock, $.001 par value, 10,000,000 shares authorized, none issued
   Common stock, $.001 par value, 225,000,000 shares authorized, 106,374,000
      shares issued and outstanding                                                                                    106,000
   Additional paid-in capital                                                                                       23,994,000
   Deferred compensation                                                                                            (3,660,000)
   Treasury stock, at cost (held for settlement of guarantee) 13,361,000 common shares                              (1,282,000)
   Accumulated deficit                                                                                             (18,805,000)
                                                                                                               ---------------

                                                                                                                       353,000
                                                                                                               ---------------
                                                                                                               $     3,003,000
                                                                                                               ===============
</TABLE>

See independent auditors' report and notes to financial statements

                                      F-3
<PAGE>
NEXPUB, INC. AND SUBSIDIARY
<TABLE>
<CAPTION>

Consolidated Statements of Operations

                                                                                                   Year ended December 31,
                                                                                                   -----------------------
                                                                                                    2000              1999
                                                                                                    ----              ----

<S>                                                                                           <C>               <C>
Net sales                                                                                     $      2,349,000  $     2,503,000
Cost of sales                                                                                        1,953,000        1,722,000
                                                                                              ----------------  ---------------

Gross profit                                                                                           396,000          781,000

Costs and expenses:
   Stock based compensation                                                                          1,251,000
   Software development                                                                              1,210,000          401,000
   Impairment of long-lived assets (Note O)                                                            617,000
   Cost of obligation under guarantees                                                               1,176,000
   Plant closure                                                                                       336,000
   Selling, general and administrative                                                              13,095,000        1,766,000
                                                                                              ----------------  ---------------


Loss from operations                                                                               (17,289,000)      (1,386,000)
Interest income (expense), net                                                                           5,000         (163,000)
                                                                                              ----------------  ---------------

Loss before income taxes                                                                           (17,284,000)      (1,549,000)
Income tax benefit                                                                                                        2,000
                                                                                              ----------------  ---------------

Net loss                                                                                      $    (17,284,000) $    (1,547,000)
                                                                                              ================  ===============

Net loss per common share:
   Basic and diluted                                                                              $(0.32)           $(0.06)
                                                                                                  ======            ======

Weighted average common shares outstanding                                                       54,168,000        25,230,000
                                                                                                 ==========        ==========
</TABLE>





See independent auditors' report and notes to financial statements

                                       F-4

<PAGE>
NEXPUB, INC. AND SUBSIDIARY

<TABLE>
<CAPTION>

Consolidated Statements of Stockholders' Equity (Capital Deficiency)

                                                               Common Stock
                                                               ------------           Additional
                                                           Number of                   Paid-In         Deferred
                                                            Shares        Amount       Capital       Compensation
                                                            ------        ------       -------       ------------

<S>                                                        <C>          <C>         <C>              <C>
Balance - January 1, 1999                                  1,000,000    $    1,000  $     104,000
Common stock issued to founders of the Company            23,707,000        24,000
Cash contributions by principal stockholders                                               75,000
Common stock issued to Net Lnnx, Inc. stockholders         2,634,000         3,000         (3,000)
Common stock issued in connection with acquisitions          204,000                      248,000
Common stock issued for services                              15,000                       15,000
Sale of warrants                                                                          100,000
Net loss
                                                        ------------    ----------  -------------

Balance - December 31, 1999                               27,560,000        28,000        539,000
Stock issued in private placement offerings               78,650,000        78,000      6,734,000
Value of warrants issued to Bank in settlement                                          2,150,000
Value of warrants issued to investors                                                   7,840,000
Proceeds from sale of warrants                                                            160,000
Warrants and stock options granted to employees                                         4,911,000    $ (4,911,000)
Amortization of deferred compensation                                                                   1,251,000
Warrants issued to consultants                                                            312,000
Common stock issued for services                              59,000                       34,000
Common stock issued in connection with 1999
   acquisitions                                              105,000
Stockholder loans and due to affiliate contributed
   to capital                                                                           1,314,000
Purchase of treasury stock
Stock transferable in connection with the settlement
   of Merrill Lynch equipment financing
Return of stock issued in connection with
   the PrintAmerica acquisition
Net loss                                                                                                        _
                                                        ------------    ----------  -------------    ------------

Balance - December 31, 2000                              106,374,000    $  106,000  $  23,994,000    $ (3,660,000)
                                                        ============    ==========  =============    ============

[restubbed table]
<CAPTION>

                                                               Treasury Stock           Retained
                                                               --------------           Earnings
                                                          Number of                    (Deficit)
                                                            Shares        Amount      Accumulated        Total
                                                            ------        ------      -----------        -----

<S>                                                       <C>             <C>        <C>             <C>
Balance - January 1, 1999                                                            $     26,000    $    131,000
Common stock issued to founders of the Company                                                             24,000
Cash contributions by principal stockholders                                                               75,000
Common stock issued to Net Lnnx, Inc. stockholders                                                              0
Common stock issued in connection with acquisitions                                                       248,000
Common stock issued for services                                                                           15,000
Sale of warrants                                                                                          100,000
Net loss                                                                               (1,547,000)     (1,547,000)
                                                                                     ------------    ------------

Balance - December 31, 1999                                                            (1,521,000)       (954,000)
Stock issued in private placement offerings                                                             6,812,000
Value of warrants issued to Bank in settlement                                                          2,150,000
Value of warrants issued to investors                                                                   7,840,000
Proceeds from sale of warrants                                                                            160,000
Warrants and stock options granted to employees                                                                 0
Amortization of deferred compensation                                                                   1,251,000
Warrants issued to consultants                                                                            312,000
Common stock issued for services                                                                           34,000
Common stock issued in connection with 1999
   acquisitions
Stockholder loans and due to affiliate contributed
   to capital                                                                                           1,314,000
Purchase of treasury stock                                12,361,000   $(1,113,000)                    (1,113,000)
   Stock transferable in connection with the settlement
   of Merrill Lynch equipment financing                                   (169,000)                      (169,000)
Return of stock issued in connection with
   the PrintAmerica acquisition                            1,000,000
Net loss                                                                              (17,284,000)    (17,284,000)
                                                         -----------   -----------   ------------    ------------

Balance - December 31, 2000                               13,361,000   $(1,282,000)  $(18,805,000)   $    353,000
                                                         ===========   ===========   ============    ============
</TABLE>



See independent auditors' report and notes to financial statements

                                        F-5
<PAGE>
NEXPUB, INC. AND SUBSIDIARY

<TABLE>
<CAPTION>

Consolidated Statements of Cash Flows

                                                                                                       Year Ended December 31,
                                                                                                       -----------------------
                                                                                                      2000                1999
                                                                                                      ----                ----
<S>                                                                                             <C>                <C>
Cash flows from operating activities:
   Net loss                                                                                     $    (17,284,000)  $  (1,547,000)
   Adjustments to reconcile net loss to net cash used in operating activities:
      Depreciation and amortization                                                                      253,000         168,000
      Write-off of property and equipment                                                                272,000
      Impairment of long lived assets                                                                    617,000
      Noncash charge related to warrants issued to bank and sold to investors                          9,990,000
      Amortization of deferred compensation                                                            1,251,000
      Warrants issued for services                                                                       312,000
      Provision for bad debts                                                                             77,000          25,000
      Common stock issued for services                                                                    34,000          15,000
      Deferred income taxes                                                                                               (2,000)
      Changes in:
        Due from factor                                                                                   43,000           2,000
        Accounts receivable (including the purchase of factored receivables in 2000)                    (350,000)        (19,000)
        Inventories                                                                                       74,000         (27,000)
        Prepaid expenses                                                                                 (48,000)          5,000
        Other assets                                                                                     (43,000)        (26,000)
        Obligation under guarantees                                                                    1,176,000
        Accounts payable                                                                                 (39,000)        618,000
        Accrued expenses                                                                                 (97,000)        119,000
        Due to affiliate                                                                                (127,000)        131,000
                                                                                                ----------------   -------------

              Net cash used in operating activities                                                   (3,889,000)       (538,000)
                                                                                                ----------------   -------------

Cash flows from investing activities:
   Purchases of property and equipment                                                                  (135,000)       (315,000)
   Proceeds from sale of property and equipment                                                            7,000
   Net cash payments for acquisitions                                                                                   (150,000)
                                                                                                ----------------   -------------

              Net cash used in investing activities                                                     (128,000)       (465,000)
                                                                                                ----------------   -------------

Cash flows from financing activities:
   Bank overdraft                                                                                        (25,000)         11,000
   Capital contributions by principal stockholders                                                                        75,000
   Proceeds from stockholder loans (net of repayments)                                                   286,000         904,000
   Principal repayments on notes payable                                                                (150,000)       (108,000)
   Principal repayments on capital lease obligations                                                     (32,000)         (3,000)
   Proceeds from sale of common stock                                                                  6,812,000          24,000
   Purchase of treasury stock                                                                         (1,113,000)
   Settlement of Merrill Lynch equipment financing                                                      (169,000)
   Proceeds from sale of warrants                                                                        160,000         100,000
                                                                                                ----------------   -------------

              Net cash provided by financing activities                                                5,769,000       1,003,000
                                                                                                ----------------   -------------

Net increase in cash                                                                                   1,752,000               0
Cash - beginning of year                                                                                       0               0
                                                                                                ----------------   -------------

Cash - end of year                                                                              $      1,752,000   $           0
                                                                                                ================   =============

Supplemental disclosures of cash flow information:
   Cash paid during the year for interest                                                       $         63,000   $     163,000

Supplemental schedule of noncash investing and financing activities:
   Property and equipment acquired under capital lease obligations                              $         17,000   $     151,000
   Stockholder loans and due to affiliate contributed to capital                                $      1,314,000
   Warrants and stock options granted to employees                                              $      4,911,000
</TABLE>

See independent auditors' report and notes to financial statements

                                      F-6
<PAGE>

NEXPUB, INC. AND SUBSIDIARY

Notes to Financial Statements
December 31, 2000



NOTE A - THE COMPANY AND BASIS OF PRESENTATION

NexPub, Inc. ("NexPub" or the "Company"), formerly known as PrintOnTheNet.Com,
Inc. ("POTN") and prior to that Net Lnnx, Inc. ("Net Lnnx"), provides printing
services for small to medium sized businesses and consumers in the South Florida
region. The Company intends to provide the same printing services through the
Internet and, in January 2001, launched its website and the related software.
Customers will have access to a private customized secure website containing a
digital catalog of their custom printed materials, with which they can modify
and proofread their orders using any Internet enabled personal computer. These
orders will be printed at the Company's printing facilities.

On March 11, 1999, a wholly-owned subsidiary of Net Lnnx, a Pennsylvania
corporation, merged with and into POTN, a Florida corporation formed on January
27, 1999, and POTN was the surviving corporate entity. Pursuant to the merger,
Net Lnnx issued an aggregate of 16,500,000 shares of its common stock and
1,000,000 shares of its preferred stock in exchange for all the common stock of
POTN. Each share of preferred stock was convertible into 7.207 shares of common
stock. The merger was accounted for as a recapitalization (reverse acquisition)
with POTN as the acquirer for financial reporting purposes since POTN's
stockholders owned approximately 90% of the merged entity. Net Lnnx was an
inactive public corporation with no significant assets or liabilities on the
date of acquisition.

On July 26, 1999, Net Lnnx was merged into its wholly-owned subsidiary, POTN.
Pursuant to the merger, each share of common stock of Net Lnnx was converted
into one share of POTN, and each share of preferred stock of Net Lnnx was
converted into 7.207 shares of common stock of POTN, resulting in the issuance
of 26,341,000 shares of common stock.

On December 30, 1999, POTN acquired PrintAmerica Interactive, Inc.
("PrintAmerica") for 1,000,000 shares of common stock. The acquisition was
recorded at the historical cost of PrintAmerica's assets and liabilities in a
manner similar to a pooling of interests for accounting purposes since
PrintAmerica was owned by the parents of the Company's then two principal
stockholders who collectively owned approximately 89% of the common stock of
POTN on the date of the acquisition. PrintAmerica was merged into POTN in
January 2000.

The accompanying financial statements give retroactive effect to the transaction
and include (i) the historical accounts of NexPub for the year ended December
31, 2000 and from January 27, 1999 (date incorporated) through December 31,
1999, and (ii) the historical accounts of PrintAmerica and its wholly owned
subsidiary Denny Printing, Corp. for the years ended December 31, 2000 and 1999.
All significant intercompany balances and transactions have been eliminated.

The Company has a working capital deficit and has sustained operating losses and
such losses are expected to continue. Further, the Company's operations have
generated negative cash flow. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans include the
reduction of operating expenses and raising of capital. There is no assurance of
such financing being available on terms acceptable to the Company. The
consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties.


NOTE B - SIGNIFICANT ACCOUNTING POLICIES

[1]    Inventories:

       Inventories are stated at the lower of cost or market and consist of raw
       materials and work-in-process. Cost is computed on a first-in, first-out
       basis.


                                      F-7

<PAGE>


NEXPUB, INC. AND SUBSIDIARY

Notes to Financial Statements
December 31, 2000


NOTE B - SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[2]    Property and equipment:

       Property and equipment are stated at cost less accumulated depreciation
       and amortization. Depreciation and amortization is provided using the
       straight-line method over the estimated useful lives of the related
       assets. Leasehold improvements are amortized over the shorter of (a) the
       term of the lease or (b) the useful life of the improvements.

[3]    Long-lived assets:

       The Company reviews long-lived assets for impairment whenever events or
       changes in business circumstances indicate that the carrying amount of
       the assets may not be fully recoverable. The Company performs
       undiscounted cash flows analysis to determine if an impairment exists. If
       an impairment is determined to exist, any related impairment loss is
       calculated based on the present value of the future cash flows. In
       December 2000, the Company recognized an impairment loss of $617,000
       related to goodwill.

[4]    Software development expenses:

       The Company accounts for software development costs in accordance with
       Statement of Position 98-1 "Accounting for the Costs of Computer Software
       Developed or Obtained for Internal Use". Through December 31, 2000, all
       such costs have been expensed.

[5]    Revenue recognition:

       Revenue from the sale of printed business materials is recognized upon
       shipment of product to the customer.

[6]    Advertising:

       The Company expenses advertising costs as incurred. For the years ended
       December 31, 2000 and 1999, advertising expenses were approximately
       $20,000 and $47,000, respectively.

[7]    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 years in which those
       temporary differences are expected to be recovered or settled. The effect
       on deferred tax assets and liabilities of a change in tax rates is
       recognized in income in the period that includes the enactment date.
       Valuation allowances are established when necessary to reduce deferred
       tax assets to the amount expected to be realized.

                                      F-8
<PAGE>
NEXPUB, INC. AND SUBSIDIARY

Notes to Financial Statements
December 31, 2000

NOTE B - SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[8]    Concentrations of credit risks:

       The Company reviews the credit histories of potential customers prior to
       extending credit and maintains allowances for potential credit losses.
       The Company had one customer who accounted for approximately 15% and 17%
       of net sales in 2000 and 1999, respectively. The receivable from this
       customer at December 31, 2000 was $76,000. The Company maintains its cash
       in bank accounts in amounts, which, at times, may exceed federally
       insured limits. The Company has not experienced any losses in such
       accounts.

[9]    Net loss per share:

       Basic loss per common share is computed using the weighted average number
       of common shares outstanding during the period. Diluted loss per common
       share for 2000 and 1999 is based only on the weighted average number of
       common shares outstanding during the period as the inclusion of stock
       options and warrants would have been antidilutive. Potential common
       shares not included in the calculation of net loss per share for the
       years ended December 31, 2000 and 1999, are as follows:

                                               Number of Potential
                                                  Common Shares
                                                  -------------
                                              2000             1999
                                              ----             ----

           Warrants                         50,243,000      6,000,000
           Stock options                     5,065,000        125,000


[10]   Use of estimates in the preparation of financial statements:

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

[11]   Stock-based compensation:

       The Company has adopted Statement of Financial Accounting Standards No.
       123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"). The
       provisions of SFAS No. 123 allow companies to either expense the
       estimated fair value of employee stock options or to continue to follow
       the intrinsic value method set forth in Accounting Principles Board
       Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"),
       but disclose the pro forma effects on net income (loss) had the fair
       value of the options been expensed. The Company has elected to continue
       to apply APB 25 in accounting for its employee stock option incentive
       plans. See Note I to the financial statements for further information.

[12]   Reclassification:

       Certain accounts in the prior year have been reclassified to conform to
       the current year presentation.

                                      F-9
<PAGE>


NOTE C - ACQUISITIONS

On December 30, 1999, the Company acquired PrintAmerica in a transaction (the
"Acquisition") in which all of PrintAmerica's outstanding common stock was
acquired for 1,000,000 shares of the Company's common stock. In connection with
the Acquisition, the sellers executed a noncompete agreement. As further
disclosed in Note L, in June 2000 all of the shares issued in the Acquisition
were returned to the Company.

The Acquisition was recorded at historical cost in a manner similar to a pooling
of interests for accounting purposes since 100% of the common stock of
PrintAmerica was owned by the parents of Benjamin Rogatinsky and Samuel
Rogatinsky (the "Rogatinskys"), who were the principal officers and collectively
owned approximately 89% of the common stock of the Company on the date of
acquisition. In addition, the Rogatinskys served as officers of PrintAmerica.
Accordingly, the consolidated financial statements include PrintAmerica in the
results of operations for all periods presented.

During 1999, the Company purchased certain assets and liabilities and the
operations of three South Florida printing companies: Bailey's Printing Plus,
Inc. ("Bailey's"), Ivan's Quick Print, Inc. ("Ivan's"), and Sun Graphics, Inc.
("Sun Graphics") (collectively the "1999 Acquisitions"). The Company also
entered into noncompete agreements with the sellers of the 1999 Acquisitions.
The transactions are summarized as follows:
<TABLE>
<CAPTION>

                                                      Total         Bailey's          Ivan's        Sun Graphics
                                                      -----         --------          ------        ------------

       Acquisition date                                            August 1999      August 1999         May 1999
       Common shares issued to:
<S>                                                     <C>           <C>               <C>             <C>
          Seller                                        186,054       120,000           66,054
          Broker                                         18,320        18,320

       Value of common shares issued to:
          Seller (1)                               $    225,000      $150,000          $75,000
          Broker                                         23,000        23,000
       Cash paid to seller                              150,000        50,000           25,000        $  75,000
       Notes payable issued to seller                   280,000        15,000                           265,000
       Liability assumed                                 13,000        13,000
                                                   ------------  ------------     ------------        ---------

                                                   $    691,000      $251,000         $100,000        $ 340,000
                                                   ============   ===========     ============        =========
</TABLE>


(1)     Under the acquisition terms, additional cash or shares are
        payable to the sellers of Ivan's and Bailey's if the value of the shares
        issued to such sellers are worth less than $75,000 and $150,000 on
        August 27, 2000 and February 23, 2001, respectively. The value of the
        shares issued to the Ivan's seller was $29,000 on August 27, 2000, and
        the Company issued 105,000 shares to the seller of Ivan's during the
        third quarter of 2000. On February 23, 2001, the value of the common
        stock issued to the seller of Bailey's was approximately $12,000, and
        the Company will issue an additional 1,380,000 shares of common stock in
        accordance with the acquisition terms.

The 1999 Acquisitions were accounted for under the purchase method and,
accordingly, the results of operations for the period subsequent to the
acquisitions are included in the consolidated financial statements. The
allocation of purchase price was as follows:

       Property, plant and equipment                        $    45,000
       Inventories                                                2,000
       Covenants not to compete                                  75,000
       Goodwill                                                 569,000
                                                            -----------

       Total purchase price                                 $   691,000
                                                            ===========

                                      F-10
<PAGE>


NEXPUB, INC. AND SUBSIDIARY

Notes to Financial Statements
December 31, 2000


NOTE C - ACQUISITIONS  (CONTINUED)

The following unaudited consolidated pro forma information gives effect to the
acquisitions as if they had occurred at the beginning of 1999. The pro forma
data is presented for illustrative purposes only and is not necessarily
indicative of the results of operations of future periods or the results that
actually would have occurred had the acquisitions occurred at the beginning of
1999.

        Net sales                                           $     3,218,000
                                                            ===============
        Net loss                                            $    (1,601,000)
                                                            ===============
        Loss per common share:
           Basic and diluted                                    $(0.06)
                                                                ======

        Shares used in computing loss per common share:
              Basic and diluted                                25,364,000
                                                               ==========


NOTE D - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2000 is as follows:
<TABLE>
<CAPTION>

                                                                                  Estimated
                                                                             Useful Life - Years
                                                                             -------------------

<S>                                                          <C>                   <C>
       Printing equipment                                    $   461,000           10 - 20
       Office equipment                                          199,000            3 - 5
       Furniture and fixtures                                     12,000             10
       Leasehold improvements                                     69,000              5
                                                             -----------

                                                                 741,000
       Less accumulated depreciation and
          amortization                                          (164,000)
                                                             -----------

                                                             $   577,000
                                                             ===========
</TABLE>


Property and equipment includes equipment under capital leases of $168,000, with
accumulated amortization of $11,000, as of December 31, 2000. Depreciation and
amortization expense was $118,000 and $83,000 for the years ended December 31,
2000 and 1999, respectively, of which $8,000 and $4,000 was attributable to
equipment under capital leases.


NOTE E - GOODWILL AND OTHER INTANGIBLE ASSETS

       Goodwill                                              $    283,000
       Covenants not to compete                                   175,000
                                                             ------------

                                                                  458,000
       Less accumulated amortization                             (274,000)
                                                             ------------

                                                             $    184,000
                                                             ============

Through December 2000 goodwill and covenants not to compete were being amortized
over ten years and periods from three to five years, respectively. Amortization
expense was $135,000 and $85,000 for the years ended December 31, 2000 and 1999,
respectively. In 2000, an impairment loss of $617,000 for goodwill was
recognized (see Note O). From 2001, the Company will amortize the remaining
balance over five years.

                                      F-11
<PAGE>
NEXPUB, INC. AND SUBSIDIARY

Notes to Financial Statements
December 31, 2000


NOTE F - NOTES PAYABLE AND OBLIGATIONS UNDER CAPITAL LEASES

[1]    Notes Payable:

       Notes payable at December 31, 2000 consists of the following:
<TABLE>
<CAPTION>

     Acquisition Notes:

<S>                                                                                     <C>
        Note dated August 25, 1999 issued by POTN to acquire Bailey's. Face
        value of $15,000, monthly principal and interest payment of $1,000
        (interest at 6.5%) payable through February 2001.                                 $    2,000

        Note dated May 5, 1999, issued by PrintAmerica to acquire Sun Graphics.
        Face value of $265,000, monthly principal and interest payment of $3,000
        (interest at 7%) based on a 10 year amortization period with a final
        balloon payment of $100,000 in May 2006.                                             234,000

        Note dated August 28, 1997 issued by PrintAmerica to acquire Kram
        Printing, Inc. Face value of $125,000, with monthly principal and
        interest payment of $3,000 (interest at 7%) payable through
         September 2002.                                                                      49,000

        Note dated April 13, 1998, issued by PrintAmerica to acquire Denny.
        Face value of $70,000, monthly principal and interest payment of $1,000
        (interest at 6.5%) payable through April 2003.                                        36,000

        Note dated March 16, 1998, issued by PrintAmerica to acquire RJ Menu.
        Face value of $100,000, monthly principal and interest payment of $1,000
        (interest at 6.5%) payable through March 2005.                                        66,000

        Note dated March 16, 1998, issued by PrintAmerica to acquire Cloverleaf.
        Face value of $151,000, monthly principal and interest payment of $2,000
        (interest at 6.5%) based on a ten-year amortization period. Additional
        principal payments of $25,000 in April 2000, $25,000 in April 2001, and
        a final balloon payment of $46,000 in April 2002.                                     93,000

     All of the above notes are collateralized by a first lien on the assets
     acquired in the respective acquisitions.

     Equipment Notes:

        Note dated October 24, 1998 issued for purchase of equipment. Face value
        of $52,000, monthly principal and interest payment of $1,000
        (interest at 10%) payable through August 2002, collateralized by
        equipment.                                                                            25,000

        Note dated April 24, 1998 issued to First Southern Bank (the "Bank") for
        purchase of equipment. Face value of $28,000, monthly principal and
        interest payment of $1,000 (interest at 10%) payable through March 2001,
        collateralized by manufacturing equipment.                                             3,000

        Assumption of note in connection with the  acquisition of Baileys,
        (interest at 10%) payable through October 2002.                                        6,000
                                                                                          ----------

                                                                                             514,000
     Less current portion                                                                   (141,000)
                                                                                          ----------

     Long-term debt                                                                       $  373,000
                                                                                          ==========
</TABLE>

      At December 31, 2000, future maturities of notes payable were as follows:


            2001                                   $   141,000
            2002                                       139,000
            2003                                        46,000
            2004                                        43,000
            2005                                        33,000
            Thereafter                                 112,000
                                                   -----------

                                                   $   514,000
                                                   ===========

                                      F-12
<PAGE>
NEXPUB, INC. AND SUBSIDIARY

Notes to Financial Statements
December 31, 2000


NOTE F - NOTES PAYABLE AND OBLIGATIONS UNDER CAPITAL LEASES  (CONTINUED)

[2]      Obligations Under Capital Leases:

       Obligations under capital leases (through 2006) are stated on the
       accompanying consolidated balance sheet at the present value of future
       minimum lease payments. Included in obligations under capital leases is
       $105,000 payable to First Southern Bank. This obligation is not part of
       the settlement discussed in Note L. Interest rates on capital leases
       range between 9.4% and 26.9%.

       Future minimum payments under capital lease obligations as of December
31, 2000 are as follows:

                                                        Amount

           2001                                      $    40,000
           2002                                           33,000
           2003                                           33,000
           2004                                           30,000
           2005                                           25,000
           Thereafter                                     21,000
                                                     -----------

                                                         182,000
           Less amount representing interest             (49,000)
                                                     -----------

                                                         133,000
           Less current portion                          (25,000)
                                                     -----------

                                                     $   108,000
                                                     ===========



NOTE G - STOCKHOLDER LOANS AND DUE TO AFFILIATES

During 1999 and through March 2000, the Rogatinskys made loans to the Company.
Benjamin Rogatinsky was the Chairman and CEO of the Company through June 8, 2000
and was an officer of PrintAmerica. Samuel Rogatinsky was President of the
Company through June 8, 2000 and was an officer of PrintAmerica. These loans
were interest free and had no fixed due date. PrintAmerica had co-guaranteed the
National Holding Company, Inc.'s ("National Holding", affiliated with the
Company through common ownership) debt to Merrill Lynch Business Financial
Services, Inc. ("Merrill Lynch"). In March 2000, Merrill Lynch commenced an
action against National Holding and the guarantors seeking repayment of the
loans; in June 2000 the lawsuit was settled and the guaranties released (see
Note L). As part of the lawsuit settlement and guaranty release, the stockholder
loans (amounting to $1,263,000) were contributed to capital in June 2000.

During 1999 and the quarter ended March 31, 2000, the Company purchased printing
services from National Lithographers & Publishers, Inc. ("National
Lithographers"), a wholly owned subsidiary of National Holding, and provided
printing services to National Lithographers. Additionally, the Company paid
certain expenses on behalf of National Lithographers during the quarter ended
March 31, 2000. The net cumulative effect of all such transactions was a payable
to National Lithographers of $51,000, which was, pursuant to the settlement,
also contributed to capital in June 2000.


                                      F-13
<PAGE>
NEXPUB, INC. AND SUBSIDIARY

Notes to Financial Statements
December 31, 2000


NOTE H - INCOME TAXES

The income tax benefit consists of the following:

                                                            Year Ended
                                                           December 31,
                                                           ------------
                                                         2000        1999
                                                         ----        ----

       Current:
          Federal                                     $       -   $         -
          State                                               -             -
                                                      ---------   -----------

          Total current provision                             -             -

       Deferred:
          Federal                                              -  $    (1,000)
          State                                                -       (1,000)
                                                      ----------  -----------

          Total deferred benefit                               -       (2,000)
                                                      ----------  -----------

                                                      $        -  $    (2,000)
                                                      ==========  ===========

The difference between the income tax benefit and the amounts calculated using
the federal income tax rate of 34%, is summarized as follows:
<TABLE>
<CAPTION>

                                                                                        Year Ended
                                                                                       December 31,
                                                                                       ------------
                                                                                   2000             1999
                                                                                   ----             ----

<S>                                                                          <C>               <C>
       Tax benefit at federal statutory rate                                 $  (5,877,000)    $    (527,000)
       State income tax benefit, net of federal tax effect                        (627,000)          (58,000)
       Nondeductible expenses                                                    3,768,000
       Increase in valuation allowance                                           2,736,000           578,000
       Other                                                                                           5,000
                                                                             -------------     -------------

                                                                             $           0     $      (2,000)
                                                                             =============     =============
</TABLE>


Significant components of the Company's deferred tax assets and liabilities at
December 31, 2000 are as follows:

       Intangible assets                                         $      47,000
       Impairment loss                                                 233,000
       Obligation under guarantees                                     443,000
       Depreciation                                                    (38,000)
       Allowance for doubtful accounts                                  35,000
       Non qualified warrant and options granted at a discount         588,000
       Net operating loss                                            2,006,000
       Valuation allowance                                          (3,314,000)
                                                                 -------------

                                                                 $           0
                                                                 =============

                                      F-14
<PAGE>
NEXPUB, INC. AND SUBSIDIARY

Notes to Financial Statements
December 31, 2000


NOTE H - INCOME TAXES  (CONTINUED)

The Company provided a valuation allowance against the full amount of the net
deferred tax asset of $3,314,000, since the likelihood of realization cannot be
determined. The Company has a tax operating loss carryforward of approximately $
5,330,000 expiring through the year 2020. Pursuant to Section 382 of the
Internal Revenue Code, the tax operating loss carryforward is subject to
limitation on annual utilization, based upon the ownership change that took
place during 2000. The valuation allowance increased $2,736,000 during the year
ended December 31, 2000.

NOTE I - STOCK OPTIONS AND WARRANTS

On July 26, 1999, the Board of Directors authorized, and the stockholders
approved, the 1999 Stock Incentive Plan (the "Plan"). Under the Plan, employees,
consultants and advisors may receive awards of nonqualified options and
incentive options, stock appreciation rights or restricted stock. A maximum of
4,000,000 shares of common stock are subject to the Plan. On May 17, 2000 a
majority of the stockholders approved an increase in the number of shares
subject to the Plan to 15,000,000 shares of common stock. The Plan terminates on
July 26, 2009 unless terminated sooner by the Company. The exercise price of
incentive options granted under the Plan shall in no event be less than 100% of
the fair market value of the Company's common stock on the date of grant (110%
of fair market value if granted to an employee who owns 10% or more of the
voting common stock of the Company on the date of grant).

An option outstanding at December 31, 1999 to purchase 125,000 shares of common
stock was cancelled in 2000 in connection with the employee's resignation.

During 2000, the Company granted options to purchase 3,850,000 shares of common
stock to its employees. Options to purchase 725,000 shares of common stock were
granted at an exercise price of $0.10, which was less than the quoted value of
the Company's common stock on the date of the grants. Options to purchase
225,000 shares of common stock immediately vested on the date of the grant and
the remaining options vest on various dates through 2003. Further, the Company
granted its Chief Executive Officer warrants to purchase 7,673,000 shares of
common stock at an exercise price of $0.10 per share. These warrants vest in
twelve equal quarterly installments commencing August 2000.

The Company applies APB 25 in accounting for stock options and warrants issued
to employees and, accordingly, recognizes compensation expense for the
difference between the fair value of the underlying common stock and the
exercise price of the option at the date of grant. Compensatory options and
warrants to purchase an aggregate of 8,398,000 shares of the Company's common
stock were granted at an exercise price of $0.10 per share, which was
significantly less than the quoted value of the common stock on the date of the
grant. Those grants were valued at $4,911,000 and recorded as deferred
compensation expense. The Company amortized $1,051,000 for amounts vested
through December 31, 2000.

The effect of applying SFAS No. 123 on pro forma net loss for options and
warrants issued to employees is not necessarily representative of the effects on
reported net income or loss for future years due to, among other things, (i) the
vesting period of the stock options and warrants and (ii) the fair value of
additional stock options and warrants in future years. Had compensation cost for
options and warrants issued to employees been determined based upon the fair
value of the options and warrants at the grant date of the award consistent with
the methodology prescribed under SFAS No. 123, the Company's net loss for the
years ended December 31, 2000 and 1999 would have been approximately
$17,586,000, or $0.32 per share, and $1,551,000, or $0.06 per share,
respectively. For options and warrants issued in 2000 except for placement agent
warrants the weighted average fair value of the grants is estimated at $0.49 per
share using the Black-Scholes option-pricing model with the following weighted
average assumptions: dividend yield 0%, volatility of 184%, risk-free interest
rate of 6.28% and an expected life of six years. For options issued to employees
in 1999 the weighted average fair value of the option granted is estimated at
$0.84 per share, on the date of grant using the Black-Scholes option-pricing
model with the following weighted average assumptions: dividend yield 0%,
volatility of 180%, risk-free interest rate of 6.19% and expected life of five
years.

                                      F-15
<PAGE>
NEXPUB, INC. AND SUBSIDIARY

Notes to Financial Statements
December 31, 2000


NOTE I - STOCK OPTIONS AND WARRANTS  (CONTINUED)

In June 2000 the Company granted options to purchase 1,215,000 shares of common
stock to certain outside consultants for services relating to development of the
Company's web site. These options are exercisable at $.30 per share and were
valued at $312,000 using the Black-Scholes pricing model and recorded as
software development expense during 2000.

In April and May 2000 the Company sold for $160,000, five-year warrants to
purchase 16,000,000 shares of common stock at an exercise price of $0.10 per
share; 5,000,000 of such warrants were purchased by the Company's CEO appointed
in June 2000, 3,000,000 were purchased by the Company's Chairman appointed in
June 2000, and the remainder were purchased by investors. These warrants were
valued at $7,840,000 using the Black-Scholes pricing model and included in
selling, general and administrative expense. In connection with the settlement
of certain litigation matters (see Note L), in June 2000 the Company issued to
the Bank two-year warrants to purchase 5,000,000 shares of the Company's common
stock at $0.30 per share. These warrants were valued at $2,150,000 using the
Black-Scholes pricing model and included in selling, general and administrative
expense.

Additional information with respect to the stock options and warrants (excluding
warrants issued to placement agent)is presented below:
<TABLE>
<CAPTION>

                                                                         2000                                1999
                                                                         ----                                ----
                                                                               Weighted-                          Weighted-
                                                                                Average                            Average
                                                             Shares         Exercise Price        Shares       Exercise Price
                                                             ------         --------------        ------       --------------

<S>                                                            <C>           <C>                   <C>            <C>
Option outstanding at beginning of year                        125,000       $0.875                75,000         $0.687
Options granted                                              5,065,000        0.190               125,000          0.875
Warrants sold and granted                                   28,673,000        0.135
Option canceled                                               (125,000)       0.875               (75,000)         0.687
                                                         -------------                         ----------

Options and warrants outstanding at end of year             33,738,000                            125,000
                                                         =============                         ==========

Options and warrants exercisable at end of year             24,528,000       $0.152                     0
                                                         =============       ======            ==========

Weighted average remaining contractual life                4.50 years                           3.87 years
                                                           ==========                           ==========

Weighted average fair value of options and
   warrants granted during the year:
      Exercise price equals market price                                     $0.121                               $0.84
      Exercise price is less than market price                                0.532
</TABLE>

The following table summarizes information about stock options and warrants
outstanding at December 31, 2000.
<TABLE>
<CAPTION>

                                                     Weighted-       Weighted-
            Range of           Outstanding at         Average         Average        Exercisable at         Weighted-
            Exercise            December 31,         Remaining        Exercise        December 31,           Average
             Prices                 2000               Life            Price              2000           Exercise Price
             ------                 ----               ----            -----              ----           --------------
<S>      <C>                      <C>               <C>                <C>              <C>                 <C>
         $0.100 - $0.110          24,446,000        4.45 years         $0.100           18,193,000             $0.100
             $0.130                1,500,000        9.83 years          0.130               10,000              0.130
             $0.190                1,500,000        9.80 years          0.190               33,000              0.190
             $0.300                6,215,000        2.13 years          0.300            6,215,000              0.300
             $0.690                   77,000       10.00 years          0.690               77,000              0.690
</TABLE>

                                      F-16
<PAGE>
NEXPUB, INC. AND SUBSIDIARY

Notes to Financial Statements
December 31, 2000


NOTE J - COMMITMENTS AND CONTINGENCY


[1]      Commitments:

       The Company has non-cancelable operating leases for use of its office and
       printing facilities and various equipment expiring through 2005. Certain
       of these leases require payment of various expenses as additional rent.
       Certain leases contain renewal options and escalation clauses. Certain of
       the facilities have been subleased for periods equal to the remainder of
       the lease terms.

       In December 2000 the Company terminated its two leases with US Property
       Management, Inc. (an entity affiliated with the Rogatinskys).

       Minimum future rental payments for each of the next five years and
       thereafter under non-cancelable operating leases having remaining terms
       in excess of one year as of December 31, 2000 are:
<TABLE>
<CAPTION>

                                                        Lease         Sublease
                                                       Payable       Receivable          Net
                                                       -------       ----------          ---

<S>        <C>                                      <C>              <C>            <C>
           2001                                     $   261,000      $ (22,000)     $  239,000
           2002                                         271,000        (22,000)        249,000
           2003                                         188,000         (8,000)        180,000
           2004                                         160,000                        160,000
           2005                                         127,000                        127,000
                                                    -----------      ---------      ----------

                                                    $ 1,007,000      $ (52,000)     $  955,000
                                                    ===========      =========      ==========
</TABLE>


       Rent and equipment lease expense for the years ended December 31, 2000
       and 1999 under various operating leases amounted to $230,000 and
       $190,000, respectively.

[2]    Employment agreements:

       The Company has employment agreements with its CEO, Chief Financial
       Officer ("CFO") and with each of the Rogatinskys. The CEO's agreement is
       for two years expiring in June 2002 with an annual salary of $200,000
       for the first year and 10% increments thereafter. The agreement also
       provides for annual bonuses, stock option grants and certain other
       benefits. The CFO's agreement expires in 2002 and provides for an annual
       salary of $100,000 and the issuance of an option to purchase 500,000
       shares of the Company's common stock at $0.10 per share. The agreements
       with the Rogatinskys are for a one-year period and provides each with an
       annual salary of $85,000.

[3]    Contingency:

       In March 2000, the prior management of the Company determined that the
       Company was subject to certain corporate guaranties of the obligations of
       certain corporate affiliates (see Note L). Neither the private placement
       memorandum used in connection with the February 2000 offering of the
       Company's securities (see Note M), nor documents filed with the
       Securities and Exchange Commission ("SEC") related to the PrintAmerica
       merger, disclosed the existence of these corporate guaranties. These
       guaranties were subsequently released by the financial institutions which
       were the beneficiaries thereof. The Company may be subject to claims
       based on alleged securities laws violations and such actions may be
       initiated by the federal authorities, state authorities, or certain
       persons who bought or sold the Company's securities during

                                      F-17
<PAGE>
NEXPUB, INC. AND SUBSIDIARY

Notes to Financial Statements
December 31, 2000


NOTE J - COMMITMENTS AND CONTINGENCY

[3]    Contingency:  (continued)

       the relevant time period. No specific allegations have been made;
       therefore, no conclusion can be reached as to what impact, if any, these
       inquiries may have on the Company or its operations. As previously
       reported in the Company's Form 8-K dated August 2, 2000, the Company is
       the subject of a continuing informal inquiry by the Southeast Regional
       Office of the Securities and Exchange Commission (the "SEC Regional
       Office"). The SEC Regional Office's inquiry is confidential and should
       not be construed as an indication by the staff of that office that any
       violation of law has occurred, or as a reflection upon any person, entity
       or security that may be involved. The Company has provided certain
       documentary evidence to the SEC in this regard.

       In January 2001, the SEC issued a formal order of private investigation
       in connection with its investigation of the Company.


NOTE K - RELATED PARTY TRANSACTIONS

The Company had two lease agreements with US Property Management, Inc. ("US
Property", an entity affiliated with the Rogatinskys) for two of its facilities.
The leases were canceled in December 2000. Total rent expense related to these
leases was $148,000 and $127,000 during the years ended December 31, 2000 and
1999, respectively. In addition, the Company paid US Property $201,000 for
leasehold improvements during 1999.

During the years ended December 31, 2000 and 1999, the Company purchased $40,000
and $179,000 of printing materials and printing services from two affiliated
entities, National Lithographers & Publishers, Inc. ("National Lithographers")
and Royal Industries, Inc. both related through common ownership to the
Rogatinskys. In addition, the Company provided $6,000 and $39,000 of printing
services to National Lithographers during the same periods and paid $159,000 in
2000 to a vendor on National Lithographers' behalf.

During 1999 the Company leased its employees from National Payroll Services,
Inc. (a related party through common ownership). The amounts charged for
salaries, wages and the related employment taxes and other benefits totaled
$856,000 during the period.

The Company paid consulting fees of $36,000 to a relative of the Rogatinskys
during 1999.

The Company's Chief Financial Officer has a financial interest in the note
issued pursuant to the Cloverleaf acquisition due to his equity interest in
Cloverleaf (see Note F).


NOTE L - GUARANTEES AND LITIGATION MATTERS

Subsequent to its merger with PrintAmerica, the Company's prior management
became aware that PrintAmerica had guaranteed up to $7,500,000 in obligations of
National Lithographers to First Southern Bank (the "Bank"). In January 2000, the
Company had also guaranteed this indebtedness to the Bank. In March 2000 the
underlying indebtedness secured by these guaranties went into default and there
were insufficient assets of National Lithographers to satisfy the debt.
Subsequently, National Lithographers filed for an assignment for the benefit of
creditors.

                                      F-18
<PAGE>


NOTE L - GUARANTEES AND LITIGATION MATTERS  (CONTINUED)

PrintAmerica had also guaranteed the obligations of National Holding to Merrill
Lynch. On March 15, 2000, National Holding's indebtedness to Merrill Lynch of
approximately $1,045,000 was in default and Merrill Lynch instituted a lawsuit
against the borrowers and all the guarantors including PrintAmerica (and by
operation of law of the Company) to collect the amount owed.

In June 2000, the Company, the Rogatinskys, Merrill Lynch and the Bank settled
their disputes and the Company obtained a release from Merrill Lynch and the
Bank with respect to the guaranties and dismissal of the Merrill Lynch action as
against the Company. As of this date, pursuant to the settlement:

(a)      All shares of the Company's common stock owned by the Rogatinskys,
         their families and related entities are pledged to the Bank and the
         Company was assigned a second priority lien on the same; the Bank has a
         first priority lien on the shares repurchased by, or otherwise returned
         to the Company in (b), (c), (d) and (h) below.

(b)      The Company has purchased 12,361,111 shares of its common stock for
         $1,112,500 ($0.09 per share) from the Rogatinskys. The proceeds
         received by the Rogatinskys from the sale of these shares were paid to
         Merrill Lynch and the Bank. Such shares are classified as treasury
         stock in the accompanying balance sheet.

(c)      The Rogatinskys have agreed to personally satisfy the balance owed to
         Merrill Lynch; the Company was released from any further obligation. On
         or before June 30, 2001, the Rogatinskys, at their option, may sell to
         the Company that number of shares required (based on a formula
         described below) to generate proceeds of $142,500 on June 30, 2001, and
         the proceeds from this transaction will be paid directly to Merrill
         Lynch. The price per share with respect to each such sale will be the
         lower of $0.09 per share, or the then current market price per share.

(d)      The Company purchased a printing press from National Lithographers (and
         obtained an assignment of the lien from Merrill Lynch) for $225,000. In
         June 2000 the Company sold the press for net proceeds of approximately
         $56,000 which it received in October 2000. The Rogatinskys are
         obligated to cover the loss of $169,000 by either (i) transferring to
         the Company such additional number of shares of the Company's common
         stock at the lesser of $0.09 per share, or one-half of the then current
         market price per share to make up the loss, or (ii) under certain
         circumstances, selling enough shares to generate proceeds sufficient to
         pay the loss. This amount is included in treasury stock.

(e)      In order to provide certain anti-dilution protection to the Bank with
         respect to the shares pledged to it by the Rogatinskys, the Company has
         agreed to issue additional shares of common stock to the Rogatinskys if
         (i) the Company sells (in certain circumstances) its common stock for
         less than $.30 per share, and (ii) if, at the time of such issuance,
         the Company's common stock trades for less than $.30 per share. These
         additional shares will be issued only as collateral to secure the
         Bank's position and will also be subject to the pledge (described in
         (a) above); the Rogatinskys will not have any voting control thereof,
         and when and if the Rogatinskys' indebtedness is repaid to the Bank,
         the shares issued pursuant to this anti-dilution protection will be
         returned to the Company.

(f)      The Company issued to the Bank two-year warrants to purchase 5,000,000
         shares of the Company's common stock at $0.30 per share. These warrants
         were valued at $2,150,000 using the Black-Scholes pricing model and
         recorded as a `fair value of warrants issued' charge during the quarter
         ended June 30, 2000.

                                      F-19
<PAGE>


NOTE L - GUARANTEES AND LITIGATION MATTERS  (CONTINUED)

(g)      The shares pledged to the Bank by the Rogatinskys are initially
         restricted from sale for a period of one year. Thereafter, such shares
         may be liquidated by the Bank pursuant to terms of the settlement
         agreement which limits the number of shares the Bank may sell in each
         90-day period to that number of shares which represents in value up to
         25% of the outstanding principal balance of the indebtedness (plus
         accrued interest and expenses) of the Rogatinskys to the Bank.
         Additionally, daily sales by the Bank may not exceed 5% of the average
         daily trading volume of the Company's common stock over the preceding
         20 business days. The Rogatinskys and the Company have a right of first
         refusal with respect to the sale by the Bank of the pledged common
         stock.

(h)      All of the shares issued to the sellers in connection with the
         acquisition of PrintAmerica (see Note C) have been returned to the
         Company, in exchange for the special release of the sellers of
         PrintAmerica to the Company. Such shares are included in treasury stock
         in the accompanying balance sheet.

(i)      Effective June 8, 2000, the Rogatinskys have resigned as officers and
         directors of the Company.

(j)      All amounts payable by the Company pursuant to stockholder loans
         (totaling $1,263,000) and due to affiliate (totaling $51,000) (see Note
         G) were contributed to the capital of the Company.

(k)      The Company obtained releases from all of the parties to the omnibus
         settlement described above.


NOTE M - PRIVATE PLACEMENTS

[1]    February 2000 private placement:

       In February 2000, the Company raised $3,040,000 ($2,677,000 net of fees
       and offering costs) in a private placement offering of units (the
       "February 2000 private placement"). Each unit was sold for $100,000 and
       consisted of 28,409 shares of Series A Convertible Preferred Stock (with
       each preferred share being convertible into 10 shares of common stock);
       an aggregate of 863,633 shares of Preferred Stock were issued. Upon
       recognition by prior management of the Company that certain guaranties
       had not been previously disclosed in the private placement memorandum
       circulated for this offering (see Notes J[3] and L), the Company offered
       rescission to the subscribers of the units. An aggregate of $1,140,000 in
       cash was returned to subscribers pursuant to the rescission offer and the
       other subscriber reinvested their funds in the June Private Placement
       described below.

       On December 20, 1999 the Company sold to an investment banking firm for
       $100,000 warrants (the "Advisory Warrants") to purchase 6,000,000 shares
       of common stock of the Company at an exercise price of $.10 per share for
       services rendered in connection with the private placement offering of
       the Company's securities in February 2000.

[2]    June 2000 /July 2000 private placement:

       In June 2000 the Company raised $7,020,000 and in July 2000 an additional
       $845,000 (which includes $1,900,000 reinvested by subscribers in the
       February 2000 private placement), and received proceeds of $6,812,000 net
       of fees and offering costs, in a second private placement offering of
       units (the "June 2000 private placement"). Each unit was sold for
       $100,000 and consisted of 50,000 shares of Series B Convertible Preferred
       Stock (with each preferred share being convertible into 20 shares of
       common stock) having a liquidation value of $2.00 per share. An aggregate
       of 3,932,500 shares of Series B Convertible Preferred Stock (convertible
       into 78,650,000 shares of common stock) were issued. All subscribers to
       the February 2000 private placement were offered the option to convert
       their investment into this offering. The placement agent received fees of
       10% ($786,000) and warrants to purchase 15,570,000 shares of common stock
       at an exercise price of $0.10 per share.

                                      F-20
<PAGE>
NEXPUB, INC. AND SUBSIDIARY

Notes to Financial Statements
December 31, 2000


NOTE M - PRIVATE PLACEMENTS  (CONTINUED)

[2]    June 2000 /July 2000 private placement:  (continued)

       On July 27, 2000 the 3,932,500 shares of Series B Convertible Preferred
       Stock were converted to 78,650,000 shares of common stock pursuant to the
       terms of the June Private Placement Memorandum.


NOTE N - PLANT CLOSURES AND RELOCATION

In August 2000 the Company canceled its leases for its two main operating
facilities (effective December 3, 2000), and vacated a third operating facility.
The two main facilities were being leased from an entity related to the
Rogatinskys. In October 2000 the Company entered into an agreement to lease
approximately 18,500 square feet of office and warehouse space in Miramar,
Florida beginning in November 2000. In connection with the relocation, the
Company wrote off leasehold improvements relating to the vacated premises,
disposed of certain non operating equipment, recorded a charge for future
noncancelable lease expenses (net of subleases), and incurred one time moving
costs. The cumulative effect of all such charges was $336,000 (of which $272,000
was noncash writedowns).


NOTE O - IMPAIRMENT LOSS

In December 2000, the Company recorded a noncash impairment loss of $617,000
related to a write-down of goodwill recorded on acquisitions. Future cash
flows is estimated to be less than the carrying value of goodwill, and therefore
an impairment loss has been recognized.


NOTE P - OBLIGATION UNDER GUARANTEES

Subsequent to December 31, 2000, the fair value of the treasury stock on hand
and common stock the Company expects to receive (see Note L) and which the Bank
has a first priority lien on, was approximately $1,176,000. The Company
recognized a charge for such amount in the year ended December 31, 2000, since
it appears likely that the Bank will demand delivery of all pledged shares.


                                      F-21