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

                                  FORM 10-QSB/A
                               (Amendment No. 1)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
 Act of 1934
                  For the quarterly period ended:  March 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: 000-24001

                                   JVWEB, INC.
        (Exact name of small business issuer as specified in its charter)

                   Delaware                                76-0552098
       --------------------------------               --------------------------
      (State or other jurisdiction of                (I.R.S. Employer
       incorporation or organization                Identification No.)

         5444 Westheimer, Suite 2080, Houston, Texas                  77056
------------------------------------------------------              -------
            (Address of principal executive officer)              (Zip Code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes _X_ No __

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS  DURING THE
PRECEDING FIVE YEARS

         Check whether the registrant  filed all documents and reports  required
to be  filed  by  Section  12,  13 or  15(d)  of  the  Exchange  Act  after  the
distribution of securities under a plan confirmed by a court Yes No ___

APPLICABLE ONLY TO CORPORATE ISSUERS

         The number of shares of common stock, $0.01 par value, outstanding as
of March 31, 2000: 11,940,057 shares

Transitional Small Business Disclosure Format (check one):   Yes      No   X_
                                                                 ---     ------




<PAGE>
                                   JVWEB, INC.
                          QUARTER ENDED MARCH 31, 2000

                                      INDEX
<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION                                                                          Page

         Item 1.  Financial Statements

         Condensed financial statements of JVWeb, Inc.:

<S>                                     <C>                                                          <C>
              Balance sheet as of March 31, 2000                                                        3
              Income statements for the three and nine months ended March
                  31, 2000 and 1999                                                                     4

              Statements of cash flows for the six months ended
                     March 31, 2000 and 1999                                                            5

              Notes to financial statements                                                             6

         Item 2.  Management's Discussion and Analysis of Financial
                           Condition And Results of Operations                                          7

PART II. OTHER INFORMATION

         Item 2.     Changes in Securities and Use of Proceeds                                          9

         Item 6.     Exhibits and Reports on Form 8-K.                                                  9

                             (a)Exhibits

SIGNATURE                                                                                               9
</TABLE>

                                       2
<PAGE>
PART 1.   FINANCIAL INFORMATION

Item 1.   Financial Statements

<TABLE>
                                   JVWeb, Inc.
                                  Balance Sheet
                              As of March 31, 2000



                      ASSETS

<S>                                                                                                     <C>
Cash                                                                                                    $   73,346
Accounts receivable                                                                                         32,147
Note receivable                                                                                             53,334
Prepaid professional                                                                                       227,156
                                                                                                        ----------

     Total Current Assets                                                                                  385,983

Office equipment and furniture (net of
     $3,004 accumulated depreciation)                                                                        4,328

Linksxpress.com, Inc. investment                                                                            60,000
Linksxpress.co.uk, Inc.                                                                                    265,000
Investment in AMP3                                                                                         100,000
Investment in Crosspointe                                                                                  300,000
Investment in Great Records                                                                                227,000
Investment in Sweepstakes
                                                                                                           462,500

     Total Assets                                                                                       $1,804,811
                                                                                                        ==========


      LIABILITIES & STOCKHOLDERS' EQUITY

Accounts payable                                                                                        $   58,040
Accrued interest                                                                                            22,538
Accrued expenses                                                                                             3,279
Notes payable to related parties
                                                                                                           507,802

     Total Liabilities                                                                                     591,659
                                                                                                        ----------

Common stock, $0.01 par, 50,000,000 shares
     authorized, 11,940,057 shares issued and
     outstanding                                                                                          119,401
Paid-in capital                                                                                         3,252,394
Retined Earnings                                                                                       (2,150,643)
                                                                                                       ----------

     Total Stockholders' Equity                                                                         1,213,152

     Total Liabilities & Stockholders' Equity                                                          $1,804,811
                                                                                                       ==========

                                       3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                   JVWeb, Inc.
                                Income Statements
           For the Three and Nine Months Ended March 31, 2000 and 1999


                                                    3 Months          9 Months         3 Months          9 Months
                                                      Ended             Ended            Ended             Ended
                                                     Mar. 31,          Mar. 31,        Mar. 31,          Mar. 31,
                                                       2000              2000            1999              1999
                                                   ----------        ----------       ----------        ----------


<S>                                                 <C>              <C>                 <C>                 <C>
REVENUES                                            $  46,071        $ 124,722                            $16,315
COST OF SALES                                          57,048           97,507
                                                   ---------- ----------------

    Gross Margin                                     ( 10,977)          27,215                             16,315

EXPENSES
    General & administrative                         221,070           797,291        $ 252,244         $ 572,230
    Provision for contingent
      collections                                                       54,860
    Depreciation                                         865             1,304              366               805
                                                   --------- -----------------        ---------  ----------------

                                                     221,935          853,455           252,610           573,035
                                                   --------- ---------------- ----------------- -----------------

    Operating (Loss)                                 (232,912)       (826,240)         (252,610)         (556,720)

INTEREST INCOME                                         1,020           3,020
                                                                                                -
INTEREST EXPENSE                                     (  6,654)       ( 15,596)         (  2,618)         (  3,990)
                                                    ---------       ---------         ---------         --------- -


       NET LOSS                                     $(238,546)      $(838,816)        $(255,228)        $(560,710)
                                                    =========       =========         =========         =========


NET LOSS PER COMMON SHARE                           $(    .02)      $(    .08)        $(    .03)        $(    .07)

WEIGHTED AVERAGE COMMON
       SHARES OUTSTANDING                          10,780,057       9,985,557         8,283,135         7,771,429




                                       4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                   JVWeb, Inc.
                            Statements of Cash Flows
                For the Nine Months Ended March 31, 2000 and 1999



                                                                                      9 Months           9 Months
                                                                                        Ended              Ended
                                                                                       March 31,          March 31,
                                                                                         2000               1999
                                                                                       ---------        -----------

CASH FLOWS FROM OPERATIONS
<S>                                                                                    <C>               <C>
   Net deficit                                                                         $(838,816)        $(560,710)
   Adjustments to reconcile net
     deficit to cash provided
       from operating activities
         Depreciation                                                                      1,304              805
         Common stock issued for
           services                                                                      594,783           266,303
         Changes in:
           Accounts receivable                                                          ( 32,147)
           Write off of deposits on
           purchase of subsidiary                                                                           55,000
Net changes in:
           Employee advance                                                                                  2,550
           Equipment                                                                    (  2,942)
           Inventory                                                                                      (  3,641)
           Prepaid legal expenses                                                       (149,319)           19,280
           Accounts payable                                                               26,105            28,377
                                                                                       ---------         ---------
     NET CASH USED BY OPERATING
         ACTIVITIES                                                                     (401,032)         (192,036)
                                                                                       ---------         ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Deposit on purchase of subsidiary                                                                      ( 30,000)
                                                                                                         ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Change in notes payable to founding
     shareholder                                                                         346,165            90,950
   Payments on note payable                                                             ( 54,510)
   Proceeds from notes payable                                                            20,000
   Issuance of common stock                                                              120,000           135,778
                                                                                       ---------         ---------
     NET CASH PROVIDED BY FINANCING
       ACTIVITIES                                                                        431,655           226,728
                                                                                       ---------         ---------

     NET INCREASE (DECREASE) IN CASH                                                      30,623             4,692
     CASH BEGINNING                                                                       42,723               412
                                                                                       ---------         ---------

     CASH ENDING                                                                       $  73,346         $   5,104
                                                                                       =========         =========
</TABLE>
                                       5
<PAGE>
\
                                   JVWeb, Inc.
                          NOTES TO FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

The accompanying  unaudited interim financial statements of JVWeb, Inc., a Texas
corporation  ("Company"),  have  been  prepared  in  accordance  with  generally
accepted  accounting  principles  and the rules of the  Securities  and Exchange
Commission ("SEC"), and should be read in conjunction with the audited financial
statements  and notes thereto  contained in the  Company's  latest Annual Report
filed  with  the  SEC  on  Form  10-KSB.  In  the  opinion  of  management,  all
adjustments,  consisting of normal recurring  adjustments,  necessary for a fair
presentation of financial position and the results of operations for the interim
periods  presented  have been  reflected  herein.  The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year.  Notes to the  financial  statements  which  would  substantially
duplicate the disclosure  contained in the audited financial  statements for the
most recent fiscal year, 1999, as reported in Form 10-KSB, have been omitted.


NOTE B - ACQUISITION OF LINKSXPRESS.COM, INC.

On  September  15,  1999,  the  Company  acquired  500,000  shares  or 8% of the
outstanding  stock of  Linksxpress.com,  Inc. in exchange for 150,000  shares of
Company stock, valued at current market price of $.40 per share.


NOTE C - ACQUISITION OF LINKSXPRESS.CO.UK

On  December  21,  1999,  the  Company  acquired  350,000  shares  or 45% of the
outstanding stock of  Linksxpress.co.uk,  Inc. in exchange for 500,000 shares of
company stock, valued at current market value of $.53 per share.


NOTE D - ACQUISITION OF CROSSPOINTE

On January 17, 2000, the Company acquired  300,000 shares or approximately  7.5%
of the outstanding stock of Crosspointe,  Inc. in exchange for 300,000 shares of
company stock, valued at current market value of $1.00 per share.


NOTE E - ACQUISITION OF GREAT RECORDS

On  January  21,  2000,  the  Company  acquired  150,000  shares  or  50% of the
outstanding stock of Great Records, Inc., a previously  wholly-owned  subsidiary
of Crosspointe,  Inc., in exchange for 227,000 shares of company stock valued at
current market value of $1.00 per share.


NOTE F - ACQUISITION OF SWEEPSTAKES ENTERTAINMENT CORPORATION

On March 23, 2000,  the Company issued 150,000 shares of Company stock valued at
current  market  value of $1.25  per share in  exchange  for a 10%  interest  in
Sweepstakes Entertainment Corporation ("Sweepstakes"). The Company has an option
to purchase  the assets of  Sweepstakes.  The purchase  price for an  additional
47.3% will be another  500,000  shares of the  Company.  An  additional  800,000
shares will be issuable when certain performance standards are met.



                                       6



<PAGE>

                       MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

The JVWeb business model to joint venture with existing companies to bring their
brands on line requires a thorough  understanding  as to how the JVWeb financial
statements can best be analyzed.  Specifically,  out of our four revenue centers
that are  evolving  (see  below),  the buying and  selling of our joint  venture
interests represents the most difficult to analyze. This is due to the nature of
these interests,  as joint ventures,  are often only able to be reported at cost
when JVWeb owns less than a fifty percent interest.  Therefore, as our financial
statements are analyzed,  we recommend some weight be given to the balance sheet
reporting of the increase in value of our varied  holdings,  as well as revenue,
as an indication of our financial performance.

REVENUE MODEL

JVWeb is refining its revenue model into four distinct categories:
1.       Joint ventures.  As we have been announcing over the last year, we have
         entered  into a number  of joint  ventures.  Our  strategy  has been to
         target the  establishment  of ventures that feed off of each other, and
         represent an "internet  eco-system",  as a  self-supporting  network of
         e-commerce  ventures.  A more  complete  discussion  of  these  various
         ventures and how they  inter-relate is outlined below. We would like to
         emphasize  that  we  see  our  core  capability  as  creating   on-line
         strategies  that  work.  Therefore,  we  anticipate  that  our  pace of
         developing on-line ventures will accelerate and we will be aggressively
         selling  these  ventures  to  major  companies  in  search  of  on-line
         strategies that can work for them.  Revenue  Status:  The status of the
         individual ventures is reported below.
2. Fee for Service.  As we had  announced  recently,  we have made a significant
investment in a sales campaign to generate  service  revenue in the areas of web
hosting,  web development,  and internet  strategy  consulting.  To showcase our
internet  strategy  capabilities,  we feature our  creation of our varied  joint
ventures,    as   well   as   the    targeted    strategies    represented    by
www.crisis-communications.com,    and   www.webdisasterrecovery.com.   In   this
campaign,  we are making contact with hundreds of companies  each month.  We are
presently one month into the campaign,  and are now at the stage of establishing
first appointments.  We have noted already,  however, that fully one half of the
companies we are  contacting,  in the Houston Gulf Coast area, have not yet even
developed a website!  Therefore,  we feel a strong market continues to exist for
web development services. As we have a long-term commitment to this campaign, we
are confident  this revenue  center will be a robust  contributor to our revenue
stream.  Revenue  Status:  We are  already  generating  a minimum  of $10,000 in
monthly  revenue from this division,  primarily  from  providing  service to our
joint venture partners.  We feel we are on track to meet our goal of having this
division generating a minimum of $30,000 in monthly revenue in the near term.

3. Integrated Sponsorships.  JVWeb has made a core commitment to provide content
programming  as a specific  value add to its  various  joint  ventures.  This is
presently manifested in the two properties, www.ihomeline.com (and its companion
site,  www.ihomeline.co.uk),  a radio and  internet  talk show  centered on home
remodeling,  and our suite of media  assets  revolving  around  the  sweepstakes
industry.  We have  determined  that  our  resources  can  best be  deployed  in
developing  programming that can be distributed in multiple channels,  including
radio, the internet, print, and (ultimately) video. As a result, we are building
an inventory of  advertising  space that is available in the form of "integrated
sponsorships" to national  advertisers.  More than just banner ads on a website,
these integrated sponsorships allow the advertiser to reach its audience through
a variety of mediums,  often as content  imbedded in the  programming.  This, we
feel , offers superior value to the advertiser. We expect this inventory to grow
dramatically  over the next twelve months,  as we build our  programming and its
corresponding  distribution  through the multiple  channels as mentioned  above.
Revenue  Status:  We have met 20% of our internal goal of generating  $30,000 in
monthly  revenue  by this time.  Although  this is  disappointing,  we have also
expanded our inventory of sponsorship ad space available to over $120,000, which
far exceeds our goal of $60,000.  Further, the Sweepstakes assets is expected to
double this again, to an additional $120,000 in ad inventory, by mid-summer.  We
are adding a second  sales  person to handle this  increase of  inventory.  As a
result, we anticipate rapid actual revenue growth in this area.

4.  Commerce.  The ultimate goal is to generate  commerce.  JVWeb's view is that
commerce  is  to be  generated  through  a  blend  of  traditional  and  on-line
strategies.  In that regard,  we are presently  concentrating our efforts in the
following areas of commerce:

a.                On-line  subscriptions.  Whether driven by sponsors paying for
                  exposure,  or  subscribers  paying for  content,  our  present
                  ventures, specifically, 1) a suite of media assets centered on
                  the sweepstakes industry,  and 2) a financial newsletter,  are
                  well-suited for this application of commerce.  Revenue Status:
                  We will be  launching  the two on-line  subscription  products
                  mentioned  above in June.  We expect,  within  three months of
                  start-up,  the two  newsletters  combined will be generating a
                  minimum of $50,000 in monthly revenue.
b.                Sale of  merchandise.  Through  both  www.ihomeline.com,  and
                  our soon to be  re-launched  www.dadandme.com, we have branded
                  merchandise  that can be sold.  Revenue  Status:  We are
                  presently  lining up retail  partners for these two product
                  lines, and do not yet have a timetable for revenue generation.
c.                Projects in process.  We are actively engaged in developing,
                  with partners,  additional  commerce  opportunities that we
                  feel will succeed in profitably generating revenue through
                  commerce.


SPECIFIC VENTURES

The following ventures are all actively being developed:

1.       Ihomeline,  Inc.: This project encompasses both ihomeline.com,  and the
         recently  announced  ihomeline.co.uk.  JVWeb  owns  a 50%  interest  in
         ihomeline.com.  It presently  owns a 100% interest in  ihomeline.co.uk,
         although it is contemplating  contributing 50% into ihomeline.com,  and
         is planning on bringing in 2Cs, its London-based  strategic partner for
         the remaining  50%.  Ihomeline is an  integration of a radio talk show,
         that is syndicated nationwide,  and a how-to website.  JVWeb' value-add
         is in overall  business  management  of the venture.  We are  presently
         syndicating a two minute  version of the talk show,  as a vignette,  to
         over 300 radio stations nationwide.  This is a primary component of our
         ad inventory referenced above in our integrated sponsorship package.
2.       Linksxpress,   Inc.:  This  project  encompasses   www.linksxpress.com,
         in  which   JVWeb  owns  an  8%   interest,  and www.linksxpress.co.uk,
         in  which  JVWeb  owns a 38%  interest.  Linksxpress  is an  e-commerce
         shopping  mall,  with  unique navigation  features.  JVWeb's value add
         is in providing  strategies to drive traffic to the site, such as the
         sweepstakes and ihomeline programming ventures.
3.       Icrosspointe,  Inc.: This project encompasses  Icrosspointe.net,  Inc.,
         in which JVWeb owns an 8% interest, and Great Records, Inc.,  in which
         JVWeb owns a 50%  interest.  Icrosspointe is a Christian-based  on-line
         community.  JVWeb's value add is in providing  strategies  to drive
         traffic  to the site,  as well as  co-venturing  on  projects into that
         community,  such as www.dadandme.com,  and  e-charitable  funding
         strategies,  based on a JVWeb on-line  model, www.holyfamilyshrine.org.
         Great Records,  Inc. is a full-service record label, using the internet
         as a means of distributing the music.  JVWeb's value add is in the
         on-line strategy for the venture, and overall business management
         support.
4.       The National  Sweepstakes  Show,  Inc.:  JVWeb owns 58% of this entity,
         which includes a suite of media assets revolving around the sweepstakes
         industry. The assets include a newspaper supplement,  Sweepstakes News,
         which is scheduled to debut this fall, a radio program, in which a demo
         can be  heard  at  www.nationalsweepstakesshow.com,  and an  additional
         website, www.sweepstakesnews.com, which will be an on-line subscription
         based newsletter.  JVWeb's value add is in overall business  management
         of the project. This acquisition is a critical component of our overall
         strategy,  in that it will be a primary solution to the question of how
         we will drive traffic to our various sites.
5.       On-line Financial Newsletter: We have just completed the acquisition of
         a 60%  interest in a suite of on-line  financial  newsletters.  Through
         these  newsletters we will be showcasing  other public  companies,  who
         will  pay  the  venture  a fee for  such  activities.  We will  also be
         offering our other services,  such as web hosting,  web development and
         strategic internet consulting services to these companies.
6.       Amp3,  Inc.  JVWeb has a 4.5%  interest in this on-line music  portal.
         We have no update on the status of this  investment at this time.
7.       Wholly-Owned  Ventures: In addition to the above, we have, in inventory
         a number of domain names that are in various stages of development into
         operational websites.  These projects involve strategies that JVWeb has
         created  and is  prepared  to  implement  as the right  combination  of
         partners  are brought  together.  The most current  project  involves a
         suite  of   family-related   sites,   including   www.dadandme.com   (a
         re-launch), www.momandme.net, and www.familylifestyles.com.

     Our  accounting  policy has been to present  the above  investments  at the
     conservative  cost basis.  Management  feels that the ventures  above, as a
     group,  represent  values  materially  greater than that represented on the
     balance sheet.

     INCOME STATEMENT

1.       Revenue: Gross revenues for the quarter primarily reflect the emergence
         of our fee-for-service  division. The source of those revenues was
         mainly derived from web development and consulting services performed
         on behalf of our joint ventures
2.       Cost of Operations:  Our cost of operations for the quarter,  $221,070,
         represents  a 20%  reduction in costs from the same period in the prior
         year. This reflects the efforts made to more efficiently streamline our
         operations  towards  the  production  of  immediate  revenue,   with  a
         corresponding reduction in research and development expenditures.


BALANCE SHEET
1.       Current Assets. The prepaid  professional fees of $227,000 reflects two
         substantial  commitments made to sales. The first is the sales  program
         to support the growth of our fee for service  division,  and the second
         is a campaign  associated  with our ihomeline joint venture.
2.       Investments. As stated above, we conservatively report all of our
         investments in our joint ventures at cost.
3.       Liabilities. The accounts payable of $58,000 reflect primarily
         commitments we are making on behalf of ihomeline, Inc.
                                       8
<PAGE>
PART II. OTHER INFORMATION


Item 2.  Changes in Securities and Use of Proceeds

On January 17,  2000,  the Company  exchanged  300,000  shares of the  Company's
common stock for 300,000  shares of common stock of  CrossPointe  Net, Inc. This
issuance is claimed to be exempt pursuant to Regulation D under the Act.

On May 12, 1998, the Company's  Registration  Statement on Form SB-2 (Commission
File No. 333-43379) was declared  effective by the U.S.  Securities and Exchange
Commission.  The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1998  contained a detail  discussion of the  securities  registered by
this Registration Statement.  This discussion remains true and correct as of the
end of the quarter ended March 30, 2000 except in certain  regards  discussed in
the remainder of this paragraph. First, the Common Stock and the Company's Class
A Warrants  ("Class A Warrants") have commenced  trading.  In addition,  110,240
Class A Warrants have been  exercised,  and proceeds from such  exercises in the
aggregate  amount  of  $110,240  have been  received  by the  Company.  All such
proceeds have been used for general corporate  purposes and were paid to persons
other than  directors  and officers of the Company and persons  owning more than
10% of any class of equity  securities  of the  Company.  Moreover,  the Company
believes that LS Capital  Corporation has sold material  numbers (if not all) of
the shares of Common Stock and Class A Warrants previously owned by it.



Item 6.  Exhibits and Reports on Form 8-K

         (a)      The following exhibits are filed with this Quarterly Report
or are incorporated herein by reference:

                  Exhibit
                  Number            Description

                  27       Financial Data Schedule

(b)      Reports on Form 8-K

                                    NONE

                                    SIGNATURE

         In accordance with the requirements of the Exchange Act, the Registrant
has duly  caused  this  Report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.

                                                     JVWEB, INC.
                                                     (Registrant)


                                                     By: /s/Greg J. Micek

                                                     Greg J. Micek, President
                                                     (Principal Executive
                                                     Officer, Principal
                                                     Financial Officer and
                                                     Principal
                                                     Accounting Officer)

Dated: October 18, 2000

                                       9