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

                                   FORM 10-QSB

                                   (Mark one)
     [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934
                 For the quarterly period ended March 31, 2001.

     [ ] 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.
                             -----------------------
        (Exact name of small business issuer as specified in its charter)

           Delaware                                     65-0896930
           --------                                     ----------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

                      3820 Executive Way, Miramar, FL 33025
    - ------------------------------------------------------------ ----------
               Address of principal executive offices) (Zip Code)

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

Check whether the (issuer) (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or such shorter
period that registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 106,374,000 as of May 11, 2001.

Transitional Small Business Disclosure Format
(Check one):
Yes [ ]  No: [X]


<PAGE>


NEXPUB, INC.

Contents
<TABLE>
<CAPTION>

                                                                          Page
                                                                          ----
<S>                                                                        <C>
Part I.   Financial Information

Item 1.   Financial Statements (Unaudited)

          Condensed balance sheet as of March 31, 2001                      1

          Condensed statements of operations for the three months ended
              March 31, 2001 and 2000                                       2

          Condensed statements of cash flows for the three months ended
              March 31, 2001 and 2000                                       3

          Notes to financial statements                                     4


Item 2.   Management's Discussion and Analysis of Financial Condition
             and Results of Operations

Part II.  Other Information

Item 6.   Exhibits and Reports on Form 8-K                                 11





</TABLE>


<PAGE>


NEXPUB, INC.

Item 1.   Financial Statements
Condensed Balance Sheet (Unaudited)
March 31, 2001


<TABLE>
<CAPTION>

<S>                                                                                                <C>
ASSETS
Current assets:
   Cash                                                                                            $    874,000
   Accounts receivable, net of allowance for doubtful accounts of $91,000                               242,000
   Inventories                                                                                           77,000
   Prepaid expenses                                                                                      40,000
                                                                                                   ------------
      Total current assets                                                                            1,233,000

Property and equipment, net of accumulated depreciation and amortization of $193,000                    591,000
Goodwill and other intangible assets, net of accumulated amortization of $290,000                       168,000
Other assets                                                                                             75,000
                                                                                                   ------------
                                                                                                   $  2,067,000
                                                                                                   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
   Notes payable, current portion                                                                  $    138,000
   Capital lease obligations, current portion                                                            22,000
   Obligations under guarantees                                                                       1,176,000
   Accounts payable                                                                                     553,000
   Accrued expenses                                                                                      25,000
                                                                                                   ------------
      Total current liabilities                                                                       1,914,000

Notes payable, noncurrent portion                                                                       346,000
Capital lease obligations, noncurrent portion                                                           103,000
                                                                                                   ------------
                                                                                                      2,363,000
                                                                                                   ------------
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              106,000
   Additional paid-in capital                                                                        24,017,000
   Deferred compensation                                                                             (3,031,000)
   Treasury stock, at cost  (held for settlement of guarantee), 13,361,000 common shares             (1,282,000)
   Accumulated deficit                                                                              (20,106,000)
                                                                                                   ------------
                                                                                                       (296,000)
                                                                                                   ------------
                                                                                                   $  2,067,000
                                                                                                   ============
</TABLE>

See notes to financial statements.

                                        1


<PAGE>


NEXPUB, INC.

Condensed Statements of Operations (Unaudited)

<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                      March 31,
                                                                            -----------------------------
                                                                               2001              2000
                                                                          -------------      ------------
<S>                                                                        <C>               <C>
Sales                                                                      $    581,000      $    670,000
Cost of sales
                                                                                418,000           433,000
                                                                           ------------      ------------
Gross profit                                                                    163,000           237,000

Stock based compensation                                                        629,000
Software development                                                            272,000           103,000
Selling, general and administrative                                             572,000           781,000
                                                                           ------------      ------------
Loss from operations                                                         (1,310,000)         (647,000)
Interest income (expense), net                                                    9,000           (28,000)
                                                                           ------------      ------------
Net loss                                                                   $ (1,301,000)         (675,000)
                                                                           ============      ============
Net loss per common share:
   Basic and diluted                                                       $       (.01)             (.02)
                                                                           ============      ============
Weighted average shares outstanding                                         106,374,000        27,560,000
                                                                           ============      ============
</TABLE>





See notes to financial statements.

                                       2


<PAGE>


NEXPUB, INC.
Condensed Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Three Months Ended March 31,
                                                                                    -------------------------------
                                                                                        2001              2000
                                                                                    -------------      -----------
<S>                                                                                 <C>                <C>
Cash flows from operating activities:

Net loss                                                                            $  (1,301,000)     $  (675,000)
Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                       45,000           63,000
       Amortization of deferred compensation                                              629,000               --
       Warrants issued for services                                                        23,000               --
       Changes in operating assets and liabilities (including the purchase of
         $346,000 of factored receivables in 2000)                                       (193,000)      (2,258,000)
                                                                                    -------------      -----------
              Net cash used in operating activities                                      (797,000)      (2,870,000)
                                                                                    -------------      -----------

Cash flows from investing activities:
   Purchases of property and equipment                                                    (43,000)          (4,000)
                                                                                    -------------      -----------
              Net cash used in investing activities                                       (43,000)          (4,000)
                                                                                    -------------      -----------
Cash flows from financing activities:
   Stock subscriptions refundable                                                               --       3,040,000
   Bank overdraft                                                                               --         (25,000)
   Proceeds from stockholder loans (net of repayments)                                          --         286,000
   Principal repayments on notes payable                                                  (30,000)         (27,000)
   Principal repayments on capital lease obligations                                       (8,000)          (6,000)
   Deferred offering costs                                                                     --         (363,000)
                                                                                    -------------      -----------
              Net cash (used in) provided by financing activities                         (38,000)       2,905,000
                                                                                    -------------      -----------
Net increase (decrease) in cash                                                          (878,000)          31,000
Cash  - beginning of year                                                               1,752,000               --
                                                                                    -------------      -----------
Cash  - end of period                                                               $     874,000      $    31,000
                                                                                    =============      ===========
Supplemental disclosures of cash flow information:
 Cash paid during the period for:
      Interest                                                                      $      13,000      $    28,000
                                                                                    =============      ===========

   Supplemental schedule of noncash investing and financing activities:
      Capital lease obligations                                                                        $    17,000
                                                                                                       ===========
</TABLE>

See notes to financial statements.

                                       3
<PAGE>


NEXPUB, INC.

Notes to Financial Statements
March 31, 2001


NOTE A - BASIS OF PRESENTATION, OPERATING LOSSES AND CASH REQUIREMENTS

The accompanying unaudited condensed financial statements include the accounts
of NexPub, Inc., formerly known as PrintOnTheNet.com, Inc. ("NexPub", the
"Company" or "We"), and have been prepared by the Company pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
related to the Company's organization, significant accounting policies and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. These unaudited condensed financial statements reflect, in the opinion
of management, all material adjustments (which include only normal recurring
adjustments) necessary to fairly state the financial position and the results of
operations for the periods presented and the disclosures herein are adequate to
make the information presented not misleading. Operating results for interim
periods are not necessarily indicative of the results that can be expected for a
full year. These interim financial statements should be read in conjunction with
the Company's audited consolidated financial statements and notes thereto
included in the Company's most recent Annual Report on Form 10-KSB.

We are 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 we created 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.

We provide 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 our printing facility, our
customers can have a centralized website for the procurement and management of
business communications while receiving possible cost savings in the printing of
those products. The efficiencies that we provide with the CPC and our low
printing production costs can provide companies significant savings in their
printing expenses.

During the first quarter of 2001, we developed our CPC technology to allow: (i)
clients to interface with third party printers (other than NexPub); and (ii)
other printers or clients to build their own CPCs. We anticipate that by the end
of the second quarter of 2001, individual stock carrying units ("SKUs") on the
CPC will be capable of being "tagged" to different fulfillment centers. We
expect that these technological developments will allow us to offer the CPC
software and the capabilities described above, on a licensed basis to
enterprises who wish to use other printers or to printers who wish to offer the
CPC technology to their clients. Although we anticipate to seek additional
licensing opportunities, we will continue to seek direct accounts. The revenue
that may be generated from the licensing of the software includes subscription
fees, usage fees and license fees.

On December 30, 1999, the Company acquired PrintAmerica Interactive, Inc.
("PrintAmerica") for 1,000,000 shares of its 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 two principal
stockholders, Benjamin and Samuel Rogatinsky (the "Rogatinskys"), who
collectively owned approximately 86% of the common stock of the Company on the
date of the acquisition. PrintAmerica was merged into the Company in January
2000. The accompanying financial statements include the accounts and activity of
both the Company and PrintAmerica for all periods presented.

At March 31, 2001, we had a working capital deficit of $681,000. We had cash of
approximately $568,000 as of May 13, 2001. We expect to incur minimum cash
expenditures of $150,000 during the remainder of 2001 relating to


                                       4

<PAGE>

NEXPUB, INC.

Notes to Financial Statements
March 31, 2001


development of our website. We have continued to experience negative cash flow
and we do not have immediate access to sufficient committed funds to meet our
projected operating needs for at least the next twelve months. We expect to
require approximately $150,000 to $175,000 per month to conduct our business in
its ordinary course. If our operations continue at present levels, we will
require additional funds, and we may be required to sell (if possible)
additional equity and/or liquidate certain assets to meet these funding
requirements; however, there is no assurance that additional capital or
financing will be available to us on acceptable terms. If capital requirements
vary materially from those currently planned, we may require additional
financing even sooner than anticipated. If positive operating results are not
achieved within the next few months, and if capital resources are not available
on terms acceptable to us, we intend to reduce expenditures so as to minimize
our requirements for additional financial resources. Such measures may include
reduction of our technology costs during the remainder of 2001 and restructuring
various employee compensation packages. Although 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. Our 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.

NOTE B - INVENTORIES

Inventories consist of the following:

                                                           March 31, 2001
                                                           --------------
         Raw materials                                         48,000
         Work in process                                       29,000
                                                               ------

                                                               77,000
                                                               ======

NOTE C - SOFTWARE DEVELOPMENT

Software development costs include programming costs and the value of warrants
issued to outside consultants. Costs incurred during the periods presented
related to the development of a functional change to our existing software. Such
costs were expensed as incurred.

NOTE D - STOCKHOLDERS' EQUITY

During the quarter ended March 31, 2001 we granted options to purchase 314,000
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 $23,000 using the Black-Scholes pricing model and
recorded as software development expense.





                                       5

<PAGE>


NEXPUB, INC.

Notes to Financial Statements
March 31, 2001


NOTE E - LOSS PER SHARE

Basic and diluted loss per share in the accompanying condensed statements of
operations are based upon the weighted average shares outstanding during the
applicable period. The impact of potential common shares has not been included
for the loss periods presented as they are antidilutive. The components of basic
and diluted loss per share are as follows:

<TABLE>
<CAPTION>
                                                                                   Three Months Ended March 31,
                                                                                --------------------------------
                                                                                   2001                  2000
                                                                                -----------           ----------
<S>                                                                             <C>                   <C>
         Basic average shares outstanding                                       106,374,000           27,560,000
         Potential common shares
         Diluted average shares outstanding                                     106,374,000           27,560,000
                                                                                ===========           ==========

         Potential common shares not included in the calculation
           of diluted loss per share because their impact is antidilutive        55,622,000            6,000,000
                                                                                ===========           ==========
</TABLE>


NOTE F - COMMITMENTS AND CONTINGENCIES

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 G). Neither the private placement memorandum used
in connection with a February 2000 offering of the Company's securities, 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 the relevant time period. 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 G - GUARANTIES 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 and Publishers, Inc., a wholly owned subsidiary of
National Holding (defined below) ("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.

PrintAmerica had also guaranteed the obligations of National Holding Company,
Inc., a company owned by the Rogatinskys ("National Holding") to Merrill Lynch.
On March 15, 2000, National Holding's indebtedness to Merrill

                                       6

<PAGE>

NEXPUB, INC.

Notes to Financial Statements
March 31, 2001


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 which, at
            the Company's option, 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.

(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

                                       7

<PAGE>

NEXPUB, INC.

Notes to Financial Statements
March 31, 2001


            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 A) 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 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) were
            contributed to the capital of the Company in June 2000.

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







                                       8

<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and
Operations

The Management's Discussion and Analysis of Financial Condition and Results of
Operations included herein should be read in conjunction with the Condensed
Financial Statements and Notes to Financial Statements of the Company included
in Item 1. above. Our Financial Statements have been prepared in accordance with
generally accepted accounting principles 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 $581,000 and $670,000 during the three months ended March 31, 2001
and 2000, respectively. During the 2001 period, a significant amount of
management's time continued to be devoted to efforts to resolve issues related
to certain guaranties and litigation matters (see Notes F and G of Notes to
Financial Statements), and we have continued to devote a substantial amount of
time and resources to implementation of our website and Internet strategy.
Additionally, during the 2001 period we declined certain printing work which we
expected would not be profitable, and we no longer generate sales from walk in
business at our new location (see below), although such sale activity was not
material.

Cost of Sales was $418,000 (71.9% of sales) and $433,000 (64.6% of sales) during
the three months ended March 31, 2001 and 2000, respectively. During the fourth
quarter of 2000, we relocated our three production locations into a single
facility, and anticipate that cost savings related to certain duplicative
processes will begin to be realized in the second quarter of 2001.

Stock based compensation expense, amounting to $629,000 during the three months
ended March 31, 2001, relates to amortization of employment related warrants and
options issued in June 2000.

Software development expenses were $272,000 and $103,000 during the three months
ended March 31, 2001 and 2000, respectively. Such costs relate to development of
our web site and Internet strategy. Included in such expenses during the 2001
period was a non-cash charge of $23,000 relating to the value placed on warrants
issued to certain outside vendors that provided services to us.

Selling, general and administrative expenses were $572,000 and $781,000 during
the three months ended March 31, 2001 and 2000, respectively.

During the three months ended March 31, 2001, we had a net loss of $1,301,000,
or $.01 basic and diluted loss per share, compared to a net loss of $675,000, or
$.02 basic and diluted loss per share, during the three months ended March 31,
2000. The principal reasons for the increase in net loss from 2000 to 2001 are
discussed above.

Liquidity and Capital Resources

Net cash used in operating activities was $797,000 during the three months ended
March 31, 2001. The components include a net loss of $1,301,000, offset by
depreciation and amortization expenses of $45,000, a non-cash charge to stock
based compensation expense of $629,000, and deceased cash of $193,000 resulting
from changes in operating assets and liabilities.

During 2001, net cash used for investing activities was $43,000 relating to
purchases of property and equipment.

During 2001, net cash provided by financing activities was $38,000 relating to
principal repayments under notes payable and capital lease obligations.

At March 31, 2001, we had a working capital deficit of $681,000. We had cash of
approximately $568,000 as of May 13, 2001. We expect to incur minimum cash
expenditures of $150,000 during the remainder of 2001 relating to development of
our website. We have continued to experience negative cash flow and we do not
have immediate access to sufficient committed funds to meet our projected
operating needs for at least the next twelve months. We

                                       9

<PAGE>

expect to require approximately $150,000 to $175,000 per month to conduct our
business in its ordinary course. If our operations continue at present levels,
we will require additional funds, and we may be required to sell (if possible)
additional equity and/or liquidate certain assets to meet these funding
requirements; however, there is no assurance that additional capital or
financing will be available to us on acceptable terms. If capital requirements
vary materially from those currently planned, we may require additional
financing even sooner than anticipated. If positive operating results are not
achieved within the next few months, and if capital resources are not available
on terms acceptable to us, we intend to reduce expenditures so as to minimize
our requirements for additional financial resources. Such measures may include
reduction of our technology costs during the remainder of 2001 and restructuring
various employee compensation packages. Although 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. Our 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, including, our ability to generate a positive cash flow in
the new term, the availability of capital sources on economically reasonable
terms, 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.


                                       10

<PAGE>


                                     PART II
                                OTHER INFORMATION




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

None.


(b)   REPORTS ON FORM 8-K

None.












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<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                               NEXPUB, INC.



Date: May 15, 2001                             By: /s/ NEAL J. POLAN
                                                   -----------------------------
                                                   Neal J. Polan
                                                   Chief Executive Officer



Date: May 15, 2001                             By: /s/ ROBERT NORRIS
                                                   -----------------------------
                                                   Robert Norris
                                                   Chief Financial Officer










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