# UNITED STATES

# SECURITIES
AND EXCHANGE COMMISSION

# Washington,
D.C. 20549

# FORM 10-QSB/A

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

For the quarterly period ended December 31,
2000

OR

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

---

Commission file number 000-24001

---

# JVWEB, INC.

Incorporated pursuant to the Laws of Delaware

---

Internal Revenue Service  Employer
Identification No. 76-0552098

5444 Westheimer, Suite 2080, Houston, Texas 77056

(713) 622-9287

---

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 __

The number of shares of common stock, $0.01 par value, outstanding as of December 31, 2000: 13,915,566 shares

Transitional Small Business Disclosure Format (check one):  Yes  NoX

JVWeb, Inc. (the
Company) hereby files this Amendment to its Quarterly Report on Form
10-QSB for the quarter ended December 31, 2000. This Amendment is being filed to
correct (i) three items in the Balance Sheet - Office equipment and furniture to
$2,691 from $2,692 for rounding; Paid-in capital to $3,834,654 from $3,836,054
for an adjustment; and Total Stockholders Equity to ($732,033) from
($732,838) for new subtotal and (ii) net income (loss) per common share to $
(0.004) from $ 0.004 to reflect the per share amount as a loss. This Amendment
merely corrects the foregoing figures, while otherwise restating the
Companys Quarterly Report on Form 10-QSB for the quarter ended December
31, 2000 in its entirety.

---

# JVWEB, INC.

# QUARTER ENDED DECEMBER 31, 2000

`PART I.  FINANCIAL INFORMATION
                                                                                                Page

         Item 1.  Financial Statements

         Condensed financial statements of JVWeb, Inc.:
         ----------------------------------------------

                  Balance sheet as of December 31, 2000                                          3

                  Income statements for the three months and six months
                  ended December 31, 2000 and 1999                                               4

                  Statements of cash flows for the six months ended
                  December 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                                      7

         Item 4.  Submission of Matters to a Vote of Security Holders                            7

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

                             (a)Exhibits

SIGNATURE                                                                                        9`

`PART 1.   FINANCIAL INFORMATION

Item 1.   Financial Statements

                                                              JVWeb, Inc.
                                                             Balance Sheet
                                                        As of December 31, 2000



                      ASSETS

Cash                                                                                                  $    2,044
Accounts receivable, net of $56,032
  allowance for doubtful accounts                                                                         10,390
                                                                                                      ----------
    Total Current Assets                                                                                  12,434
                                                                                                      ----------
Office equipment and furniture (net of
  $4,241 accumulated depreciation)                                                                         2,691
Deposit                                                                                                      625
                                                                                                      ----------

    Total Assets                                                                                      $   15,750
                                                                                                      ==========


      LIABILITIES & STOCKHOLDERS' EQUITY

Accounts payable                                                                                       $  67,707
Accrued expenses                                                                                           2,319
Current portion of installment debt                                                                        1,128
Note payable to founding shareholder                                                                     621,389
Accrued interest on note to founding shareholder                                                          49,515
                                                                                                      ----------
    Total Current Liabilities                                                                            742,058

LONG-TERM DEBT                                                                                             5,725
                                                                                                      ----------
                                                         Total Liabilities                               747,783
                                                                                                      ----------

Common stock, $0.01 par, 50,000,000 shares
  authorized, 13,915,566 shares issued and outstanding                                                   139,156
Paid-in capital                                                                                        3,834,654
Retained (deficit)                                                                                    (4,705,843)
                                                                                                      ----------
                                                       Total Stockholders' Equity                     (  732,033)
                                                                                                      ----------

    Total Liabilities & Stockholders' Equity                                                      $   15,750
                                                                                                      ==========`

`JVWeb, Inc.
                                                           Income Statements
                                     For the Three and Six Months Ended December 31, 2000 and 1999


                                            3 Months          6 Months              3 Months            6 Months
                                              Ended             Ended                  Ended               Ended
                                             Dec. 31,          Dec. 31,             Dec. 31,            Dec. 31,
                                               2000          2000                       1999                1999
                                             ---------       ---------             ---------           ---------

REVENUES                                     $  10,618         $  17,259           $  55,818           $  78,651
Operating expenses
  Cost of sales                                 17,151            27,946              40,459              40,459
General & administrative                    26,303           220,724             325,243             576,221
Writedown of investment
 carrying values                                                  87,500
Provision for contingent
  collections                                                                         54,860              54,860
Depreciation                                       398               908                  98                 439
                                              --------        ----------           ---------           ---------
Total expenses (recovery)                       43,852           337,078             420,660             671,979
                                             ---------         ---------           ---------           ---------

    Operating income (loss)                    ( 33,234)        (319,819)           (364,842)           (593,328)

Other income and (expenses)
  Interest income                                   45                50               1,000               2,000
  Interest expense                             (18,282)         ( 20,034)           (  4,408)           (  8,942)
 Gain on sale of assets                            144               144
                                             ---------         ---------           ---------           ---------
    Net income (loss)                       $ ( 51,327)        $(339,659)          $(368,250)          $(600,270)
                                             =========         =========           =========           =========

Net income (loss) per
  common share                              $ (   .004)        $(   .025)          $(   .034)          $(   .063)

Weighted average common
  shares outstanding                        13,868,899        13,643,026           9,716,057           9,588,307`

`JVWeb, Inc.
                                                       Statements of Cash Flows
                                          For the Six Months Ended December 31, 2000 and 1999


                                                                                        2000                   1999
                                                                                       ----------          --------

CASH FLOWS FROM OPERATIONS
   Net deficit                                                                         $(339,659)        $(600,270)
   Adjustments to reconcile net
     deficit to cash provided
       from operating activities
         Depreciation                                                                      1,021               780
         Common stock issued for services                                                 76,521           290,589
         Common stock issued for investments                                              37,500
         Writeoff of investment note receivable                                           50,000
         Gain on sale of assets                                                              144
         Changes in:
           Accounts receivable                                                          (  8,334)         ( 11,148)
           Prepaid expenses                                                                9,063            47,624
           Accrued expenses                                                             (  1,462)
           Accounts payable                                                               19,657
           Accounts payable                                                             (100,485)           30,926
                                                                                       ---------         ---------
           NET CASH USED BY OPERATING
         ACTIVITIES                                                                     (256,033)         (241,499)

CASH FLOWS FROM FINANCING ACTIVITIES
   Change in notes payable to founding
     shareholder                                                                         134,323           197,585
   Contribution to capital by founding shareholder                                       194,805
   Payments on note payable                                                                               ( 24,297)
   Proceeds from notes payable                                                             6,852            20,000
   Issuance of common stock                                                                                 20,000
                                                                                       ---------         ---------
     NET CASH PROVIDED BY FINANCING
       ACTIVITIES                                                                        251,175           213,288
                                                                                      ----------         ---------

     NET INCREASE (DECREASE) IN CASH                                                    (  4,858)         ( 28,211)
     CASH BEGINNING                                                                        6,902            42,723
                                                                                      ----------          --------

     CASH ENDING                                                                       $   2,044         $  14,512
                                                                                      ==========         =========`

---

# 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 From 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, 2000, as reported in Form 10-KSB, have been omitted.

NOTE B - EXPENSE RECOVERY

The founding shareholder that reimbursed the Company for
significant expenses incurred since July 1, 2000 and has directly paid additional expenses of the Company,
totaling $194,806. This has been done to keep the various ventures related to the Company viable as having
value for any merger discussions which may occur. In exchange, the Company is considering a transaction in
which the shareholder could acquire an interest in these ventures. The reimbursement is accounted for as
a contribution to capital.

## ITEM 2.
MANAGEMENTS DISCUSSION & ANALYSIS

GENERAL DISCUSSION

As had been stated in the
quarterly report for 9/30/00, operations have been reduced to a minimum level as
the company seeks to find a merger partner. Management is concentrating
virtually all of its efforts on finding a suitable merger partner. In that
regard, due to input received from numerous investment banking individuals, the
company effected a reverse merger in its stock effective February 5, 2001. This
reduced the number of shares outstanding to approximately 2.1 million shares.

Discussions with various
potential merger candidates are on-going. At this time, there is not a
significant event to report in this regard.

Separately, on the
financial statement, the founding shareholder has reimbursed the company for a
significant amount of expenses incurred since July 1, 2000 and has directly paid
additional expenses of the company. This has been done to keep the various
ventures related to the company viable as having value for any merger
discussions that might occur. In exchange, the company is considering a
transaction in which the shareholder could acquire an interest in these
ventures. These payments, aggregating $194,806, are accounted for as
contributions to capital.

# PART II. OTHER INFORMATION

## Item 2  Changes in Securities

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 December 31, 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 4  Submission of Matters to a Vote of
Security Holders

No
matter was submitted to a vote of the Companys stockholders during the
second quarter of fiscal 2001, through the solicitation of proxies or otherwise.
However, on January 16, 2001, a special meeting of the Companys
stockholders was convened for the purpose of considering and voting on an
amendment of the Certificate of Incorporation of the Company to effect a 1-for-7
reverse stock split (the Reverse Stock Split) of the Companys
Common Stock, $.01 par value per share (Common Stock), in which
every seven shares of Common Stock outstanding as of the effective date of the
amendment will be converted into one share of Common Stock.

The
Reverse Stock Split was approved by the Companys stockholders. It became
effective on February 5, 2001. The following are the results of the voting on
the Reverse Stock Split:

`For                       Against           Abstain

                           8,780,423                 226,821             -0-`

## Item 6  Exhibits and Reports on Form 8-K

`Exhibit
          Number            Description


         3.03              Certificate of Amendment to Certificate of Incorporation

(b)      Reports on Form 8-K

                           None`

# SIGNATURE

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.

JVWEB, INC.

|By | /s/Greg J. Micek
         ______________________________
                 Greg J. Micek, President
(Principal Executive Officer, Principal Financial Officer and Principal
                                                     Accounting Officer) | 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 

Dated:  February 20, 2001