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

                                   FORM 10-KSB

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

For the Fiscal Year Ended June 30, 1999           Commission File Number 0-24001

                                   JVWEB, INC.
                 (Name of small business issuer in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   76-0552098
                      (I.R.S. Employer Identification No.)

                           5444 Westheimer, Suite 2080
                              Houston, Texas 77056
                                 (713) 622-9287
                        (Address, including zip code, and
                    telephone number, including area code, of
                    registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:  NONE

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

                               Title of Each Class
                          Common Stock, $.01 Par Value

Indicate by check mark whether  registrant (1) has filed all reports 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 [ ]

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

The issuer's revenues for the fiscal year ended June 30, 1999 were $220,825.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant on October 8, 1999 was $1,248,000.  The number of shares  outstanding
of the  registrant's  Common  Stock,  $.01 par value,  as of October 8, 1999 was
9,490,557.

Transitional Small Business Disclosure format (Check one): YES [ ]  NO [X]


<PAGE>



                                      INDEX
<TABLE>
<CAPTION>

                                                                                                        Page Number
                                     PART I.

<S>                                                                                                          <C>
Items 1. & 2.     Business and Properties.                                                                    _____

Item 3.           Legal Proceedings.                                                                          _____

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

                                    PART II.

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

Item 6.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                                                        _____

Item 7.           Financial Statements.                                                                       _____

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

                                    PART III.

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

Item 10.          Executive Compensation.                                                                     _____

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

Item 12.          Certain Relationships and Related Transactions.                                             _____

                                    PART IV.

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

</TABLE>
<PAGE>


ITEMS 1 and 2.  BUSINESS AND PROPERTIES.

                                  INTRODUCTION

         JVWeb,  Inc. (the "Company") was incorporated on October 28, 1997 under
the laws of the State of  Delaware.  The  Company  was  formed for  purposes  of
pursuing electronic commerce opportunities.  On May 20, 1998, the Company became
publicly-held  through the distribution by LS Capital Corporation ("LS Capital")
of  certain  of its  shares  of  the  Company's  common  stock  to LS  Capital's
stockholders.

         At the time the Company was formed,  electronic commerce  opportunities
were expected to arise in several different ways. However,  the Company expected
primarily to offer products, services, content and advertising by means of sites
on the World Wide Web (the "Web") of the Internet. The Company expected that the
products,  services,  content and advertising  would usually be offered by joint
ventures between the Company and established  businesses  although  occasionally
they would be  offered  directly  by the  Company  itself.  In the case of joint
ventures, the Company expected to contribute technical expertise and (in certain
instances)  financial  assistance in developing  the joint  ventures' Web sites,
while the joint venture  partners would be responsible  for furnishing the joint
ventures'  products or services,  the content for the joint ventures' Web sites,
and the  related  business  expertise.  This area of the  Company's  business is
referred to herein as the  brands-under-management  division.  The Company  also
expected  secondarily  to  develop  a  fee-for-service   division  to  sell  the
technological, marketing and other abilities that the Company had acquired or in
the  future  may  acquire.  From  time to time the  Company  has given a greater
emphasis  to one of  these  division  over the  other.  The  Company's  business
continues in a developmental stage.

         The address of the  Company is 5444  Westheimer,  Suite 2080,  Houston,
Texas 77056,  and its telephone  number is  713/622-9287.  The Company's own Web
site is located at http://www.jvweb.com.  Information contained in the Company's
Web site shall not be deemed to be a part of this Annual Report.

                                  RISK FACTORS

          In  addition  to the other  information  in this  Annual  Report,  the
following  risk  factors,  among  others,  should  be  considered  carefully  in
evaluating the Company and its business.

         1. Our extremely  limited  operating  history makes an evaluation of us
and our future  extremely  difficult.  The Company was  incorporated  in October
1997. Upon  incorporation,  the Company continued  preliminary work commenced by
the founder of the Company several months earlier.  In view of the length of its
operating  history,  you may have  difficulty in evaluating  the Company and its
business and prospects. You must consider our business and prospects in light of
the risks,  expenses and  difficulties  frequently  encountered  by companies in
their early stage of development.  This is particularly true of companies in new
and rapidly evolving markets such as electronic commerce.  Such risks include an
evolving and  unpredictable  business model and the management of possible rapid
growth.  To address  these risks,  we must  successfully  undertake  most of the
following activities:

         *        Continue to develop the strength and quality of our operations
         *        Maximize the value delivered to our clients
         *        Enhance our current and future brands
         *        Develop and increase our customer bases
         *        Implement and successfully execute our business and marketing
                    strategy
         *        Continue to develop and upgrade our technology and transaction
                    -processing systems
         *        Respond to competitive developments
         *        Identify and pursue suitable electronic commerce opportunities
         *        Identify and enter into binding agreements with suitable joint
                     venture partners
         *        Create and constantly improve our Web sites
         *        Provide superior customer service and order fulfillment
         *        Attract, retain and motivate qualified personnel.
         *        Identify and consummate suitable acquisitions

There  can be no  assurance  that we  will be  successful  in  undertaking  such
activities.  Our failure to address  successfully our risks could materially and
adversely  affect our business,  prospects,  financial  condition and results of
operations. Moreover, the Company has incurred net losses since inception. As of
June 30, 1999, we had an accumulated deficit of $1,311,827.

         2.  Quarterly,  seasonal  and other  fluctuations  in our  business and
operating  results may materially and adversely  affect the trading price of our
Common Stock. We expect that our operating  results will fluctuate in the future
due to a number of  factors.  We do not  control  many of these  factors.  These
factors include the following:

         * The  level of  usage  of the  Internet  *  Demand  for our  products,
         services and  advertising  * Our ability to attract new  customers at a
         steady rate * The  productivity of our  fee-for-service  division * Our
         ability to attract and retain personnel with the
                    necessary  strategic,  technical and creative  skills
                  required to service clients effectively
         *        Our   ability   to   pursue   suitable   electronic   commerce
                  opportunities,   enter  into  suitable   joint   ventures  and
                  consummate suitable acquisitions at a steady rate
         *        The rate at which we add or lose advertisers
         *        The rate at which we or our competitors introduce new
                    products, services or Web sites
         *        Pricing changes for Web-based products, services and
                    advertising
         *        Technical difficulties affecting our Web sites
         *        The amount and timing of capital expenditures and other costs
                    relating to the expansion of our operations
         *        Costs relating to our marketing programs and acquisitions
         *        Client budgetary cycles
         *        Government regulation and legal developments regarding the use
                     of the Internet
         *        General economic conditions and economic conditions specific
                    to the Internet and Web sites.

To respond to changes in our competitive  environment,  we may occasionally make
certain service,  marketing or supply decisions or acquisitions.  We may benefit
from these decisions or acquisitions in the long run. However, in the short run,
such  decisions  or  acquisitions  could  materially  and  adversely  affect our
quarterly  results of operations  and financial  condition.  We also expect that
(like other  retailers) we may  experience  seasonality in our businesses in the
future.  Due to all of  the  foregoing  factors,  in  some  future  quarter  our
operating  results  may  fall  below  the  expectations  of  investors  and  any
securities  analysts  who follow our Common  Stock.  In such event,  the trading
price of our Common Stock could be materially  adversely  affected.  Further, we
believe that  period-to-period  comparisons of our financial  results may not be
very  meaningful.  Accordingly,  you should not conclude  that such  comparisons
indicate future performance.

         3. We expect to have  future  capital  needs,  and the  procurement  of
additional  financing to meet these needs is  uncertain.  We  currently  have no
constant  and  continual  flow of  revenues.  Our future  liquidity  and capital
requirements  will depend upon  numerous  factors,  including the success of our
existing  and future  services and the success of our Web sites.  We  anticipate
that during fiscal 2000 we will need to raise additional funds through public or
private financing,  strategic relationships or other arrangements.  There can be
no assurance that such additional funding (if needed) will be available on terms
acceptable to us. Furthermore,  debt financing (if available and undertaken) may
involve restrictions limiting our operating  flexibility.  Moreover, if we issue
equity  securities to raise additional  funds, the following results will or may
occur:

         * The percentage ownership of our existing stockholders will be reduced
         * Our stockholders may experience additional dilution in net book value
               per share
         *     The  new  equity  securities  may  have  rights,  preferences  or
               privileges senior to those of the holders of our Common Stock.

We can not now  predict  our  additional  capital  requirements  because  of the
uncertainty of our actual capital requirements.  However, to pursue our business
plan as desired, we believe that our future capital requirements will exceed our
current financial position.  We expect to finance our operations for fiscal 2000
through  cash  flow from  operations,  proceeds  from the  exercise  of  certain
outstanding warrants and options to purchase shares of our Common Stock, and the
possible private placement of our equity securities.  We are looking for sources
of additional capital. However, there can be no assurance that we will find such
sources.  If adequate  funds are not  available on acceptable  terms,  we may be
prevented from pursing future opportunities, responding to competitive pressures
or continuing  our business as we have during fiscal 1999. Our failure to pursue
future opportunities,  respond properly to competitive pressures or continue our
business in an  appropriate  manner could  materially  and adversely  affect our
business, results of operations and financial condition.

         4. We depend heavily on the Internet,  and any adverse development with
regard to the Internet could materially  adversely affect us. Our future success
substantially  depends upon continued  growth in the use of the Internet and the
Web. Such growth seems  necessary to support the sale of our products,  services
and advertising. Rapid growth in the use of the Internet and the Web is a recent
phenomenon.  There can be no assurance that  communication  or commerce over the
Internet will become more widespread.  In addition, if Internet use continues to
grow significantly,  there can be no assurance that the Internet  infrastructure
will remain  adequate for supporting  the increased  demands placed upon it. The
Internet could lose its viability due to either:

         *        Delays in the development or adoption of new standards
                   and protocols required to handle increased levels of Internet
                   activity; or
         *        Increased governmental regulation

Changes  in or  insufficient  availability  of  telecommunications  services  to
support the Internet also could slow response  times and adversely  affect usage
of the Web and our Web sites.  The  failure of the  Internet  use to continue to
grow, or failure of the Internet  infrastructure to support  effectively  growth
that may  occur,  could  materially  adversely  affect our  business,  operating
results and financial condition.

         5.  We  are  exposed  to  numerous   risks  due  to  potential   future
technological  change.  The  Internet and  electronic  markets  involve  certain
characteristics  that expose our  existing  and future Web sites,  technologies,
service  practices  and  methodologies  to  the  risk  of  obsolescence.   These
characteristics included the following:

         *        Rapid changes in technology
         *        Rapid changes in user and customer requirements
         *        Frequent new service or product introductions embodying new
                    technologies
         *        The emergence of new industry standards and practices

Our  performance  will  partially  depend  on our  ability  to  license  leading
technologies,  enhance  our  existing  services,  and  respond to  technological
advances  and  emerging  industry  standards  and  practices  on  a  timely  and
cost-effective basis. The development of Web sites entails significant technical
and business risks.  There can be no assurance that we will use new technologies
effectively or adapt our Web sites to consumer,  vendor, advertising or emerging
industry  standards.  Our inability (for  technical,  legal,  financial or other
reasons) to adapt in a timely manner to changing  market  conditions or customer
requirements  could  materially  adversely  affect  our  business,   results  of
operations and financial condition.

         6. We rely on a number of third parties,  and such reliance  exposes us
to a number of risks.  Our operations  will depend on a number of third parties,
some of which are specifically  discussed  herein.  We will have limited control
over these third parties.  We will probably not have many  long-term  agreements
with many of them.  We do not own a gateway onto the Internet.  Instead,  we now
and presumably always will rely on a network operating center to connect our Web
sites to the Internet. We also will rely on a variety of technology that we will
license  from third  parties.  Our loss of or  inability  to  maintain or obtain
upgrades  to any of these  technology  licenses  could  result in delays.  These
delays could materially adversely affect our business, results of operations and
financial condition,  until equivalent technology could be identified,  licensed
or developed and integrated.  Furthermore,  we will depend on hardware suppliers
for prompt  delivery,  installation  and service of servers and other  equipment
used  to  deliver  our  products  and   services.   Our  inability  to  maintain
satisfactory  relationships  with such third  parties on  acceptable  commercial
terms,  or the failure of such third parties to maintain the quality of products
and services they provide at a satisfactory standard, could materially adversely
affect our business, results of operations and financial condition. In addition,
we will also depend upon Web browsers for access to the  products,  services and
advertising that we will offer.

         7. We rely to a great extent on a specific strategic relationship,  the
loss of which could materially adversely affect us. We have developed a critical
strategic  relationship  with  Lernout En Hauspie,  a company  based in Germany,
regarding  several  business   relationships  relating  to  our  fee-for-service
division.  We have  entered  into a legally  binding  agreement  with Lernout En
Hauspie,  but there can be no assurance that this agreement  would  guarantee in
practice  our  realization  of the benefit of the bargain we tried to achieve by
this agreement.  The loss of our strategic  relationship with Lernout En Hauspie
could  materially  adversely  affect our  business,  results of  operations  and
financial condition.

         8.  The  success  of our  business  depends  to a great  extent  on the
recruitment and retention of Internet  professionals,  and currently competition
for these professionals is extremely intense.  Our  fee-for-service  division is
labor intensive.  Accordingly, the success of this division partially depends on
our and our  subcontractors'  abilities  to  identify,  hire,  train and  retain
consulting  professionals  who can provide the  Internet  strategy,  technology,
marketing,  audience development and creative skills required by clients.  There
is currently a shortage of such  personnel.  This shortage is likely to continue
for the  foreseeable  future.  We and our  subcontractors  will have to  compete
intensely  with  other  companies  for  qualified  personnel.  There  can  be no
assurance  that we and our  subcontractors  will  attract,  assimilate or retain
other highly  qualified  technical,  marketing and  managerial  personnel in the
future. The inability to attract and retain the necessary  technical,  marketing
and managerial  personnel  could  materially and adversely  affect our business,
results of operations and financial condition.

         9.  The  acceptance  of  the  Internet  as a  medium  for  commerce  is
uncertain,  and the  failure  of the  Internet  to gain  such  acceptance  could
materially  adversely affect us. For our business plan to succeed,  a broad base
of consumers,  vendors and  advertisers  must adopt the Internet as a medium for
commerce.  We intend to  target  consumers,  vendors  and  advertisers  who have
historically used traditional means of commerce to conduct business. Most of our
customers,  vendors and advertisers  will have only limited  experience with the
Web as a commercial  medium and may not find the Web as an effective  medium for
transacting business. Moreover, critical issues concerning the commercial use of
the Internet remain  unresolved and may affect the growth of Internet use or the
attractiveness  of  conducting  commerce by means of Web sites.  These  critical
issues include the following:

         *        Ease of access
         *        Security
         *        Reliability
         *        Cost and quality of service
         *        Development of the necessary infrastructure (such as a
                    reliable network backbone)
         *        Timely development and commercialization of performance
                    improvements (including high speed modems)

         10.   Electronic   commerce  is  a   developing   market  and  involves
considerable  uncertainty.  The  electronic  market for  products,  services and
advertising  has only recently begun to develop and is rapidly  changing.  As is
typical for a new and rapidly evolving market, demand for products, services and
advertising over the Internet is considerably uncertain.  There exist few proven
services and products.  Since the market for electronic commerce on the Internet
is new and evolving,  predictions of the size and future growth (if any) of this
market are difficult.  Moreover,  no standards have yet been widely accepted for
the measurement of the effectiveness of Web-based  advertising.  There can be no
assurance  that such standards will develop  sufficiently  to support  Web-based
advertising as a significant  advertising  medium. In addition,  there can be no
assurance that advertisers will determine that banner advertising offered on Web
sites is an effective or attractive advertising medium.  Moreover,  there can be
no assurance that we will effectively transition to any other forms of Web-based
advertising if they develop.  Furthermore,  certain  advertising filter software
programs are available that limit or remove  advertising from an Internet user's
desktop.  If  generally  adopted by users,  such  software  may  materially  and
adversely  affect the viability of  advertising  on the Internet.  Our business,
results of operations  and  financial  condition  could be materially  adversely
affected if any of the following events occur:

         * The markets for our electronic commerce fail to develop * The markets
         for our  electronic  commerce  develop more slowly than  expected * The
         markets for our electronic commerce become saturated with competitors *
         Our electronic commerce fails to achieve market acceptance

         11.  The  success  of our  business  depends  to a great  extent on our
ability to select  excellent  business  opportunities.  An integral  part of our
business strategy is the  identification  and pursuit of potentially  successful
electronic  commerce  opportunities.  There can be no assurance  that we will be
able to identify successful electronic commerce opportunities or that we will be
able to pursue these opportunities successfully even if identified.  Some of the
business  opportunities that we have pursued in the past have failed to meet our
expectations  and have had to be abandoned.  There is no specific  criterion for
selecting  electronic  opportunities.  Accordingly,  we  will  have  significant
flexibility  in  selecting  such  opportunities.  Our  failure  to  select  good
electronic  commerce  opportunities  could  materially and adversely  affect our
business, results of operations and financial condition.

         12. We have no  assurance  that our brands will be  accepted.  While we
expect to offer the brands of other  persons,  we also intend to develop our own
brands.  We believe that,  due to the growing  number of Internet  sites and the
relatively  low barriers to entry,  the  importance  of brand  recognition  will
increase as more companies engage in commerce over the Internet. Development and
awareness of our brands will depend largely on our success in  establishing  and
maintaining  a position as a leader in Internet  commerce and in providing  high
quality products and services. There can be no assurance that we will succeed in
this regard.  To attract and retain  customers,  vendors and  advertisers and to
promote and maintain  our brands in response to  competitive  pressures,  we may
need to increase our marketing and advertising  budgets or otherwise to increase
substantially our financial commitment to creating and maintaining brand loyalty
among vendors and consumers.  Our business,  results of operations and financial
condition could be materially  adversely affected if any of the following events
occur:

         * We  are  unable  to  provide  high  quality  products,  services  and
              advertising
         * We otherwise  fail to promote and maintain our brands * We are unable
         to achieve or maintain a leading position in
               Internet commerce
         *     We  incur  significant  expenses  in  attempting  to  achieve  or
               maintain a leading  position in  Internet  commerce or to promote
               and maintain our brands

         13.  Our  failure  to  develop  appealing  content  and  graphic  could
materially  adversely  affect  us.  Content  and (to a  lesser  degree)  graphic
development  relating  to our Web sites are key  elements  to the success of our
brands-under-management  division.  If these  sites fail to have  solid  content
(which is modified on a continual basis) and appealing graphics,  we expect that
consumers, vendors and advertisers will not be attracted to, or will discontinue
to visit and utilize,  the sites. We expect that (as a consequence) we will fail
to develop  successfully  our brands.  We have relied and will  continue to rely
substantially on content and graphic development efforts of third parties. There
can be no  assurance  that our  current  or future  third-party  providers  will
effectively  implement  our Web sites,  or that  their  efforts  will  result in
significant revenue to us. Any failure to develop and maintain  high-quality and
successful Web sites could materially and adversely affect our business, results
of operations and financial condition.

         14.  Electronic  commerce  involves  a  number  of  security  risks.  A
significant  barrier to  electronic  commerce and  communications  is the secure
transmission of confidential  information over public networks.  We will rely on
encryption and authentication  technology licensed from third parties to provide
the  security  and   authentication   necessary  for  secure   transmission   of
confidential  information.  There can be no assurance  that advances in computer
capabilities,  new  discoveries in the field of  cryptography or other events or
developments  will not  compromise  or breach the  algorithms  we use to protect
customer  transaction data. Any such compromise of our security could materially
and  adversely  affect  our  business,   results  of  operations  and  financial
condition. A party able to circumvent our security measures could misappropriate
proprietary information or cause interruptions in our operations. We may need to
expend significant  capital and other resources to protect against the threat of
such  security  breaches  or to  alleviate  problems  caused  by such  breaches.
Concerns over the security of Internet transactions and the privacy of users may
also inhibit the growth of the Internet  generally,  and the Web in  particular,
especially as a means of conducting commercial transactions.  To the extent that
our activities or the activities of third party contractors  involve the storage
and  transmission  of  proprietary  information  (such as credit card  numbers),
security  breaches  could expose us to a risk of loss or litigation and possible
liability.  There can be no assurance  that our security  measures  will prevent
security  breaches or that failure to prevent such  security  breaches  will not
materially  and  adversely  affect  our  business,  results  of  operations  and
financial condition.

         15. We expect to rely  extensively  on  merchandise  vendors  and third
party  manufacturers  over whom we will have little  control.  We expect that we
will  depend  entirely  upon  vendors and third  party  manufacturers  to supply
merchandise for sale through our Web sites.  We expect that the  availability of
merchandise is and will be unpredictable.  We expect that we will generally have
no long-term  contracts or arrangements with our vendors and manufacturers  that
guarantee  the  availability  of  merchandise.  There can be no assurance of the
following:

         *        That our current and future  vendors  and  manufacturers  will
                  continue to sell merchandise to or manufacture merchandise for
                  us or otherwise  provide  merchandise for sale through our Web
                  sites
         *        That we will be able to establish  new vendor or  manufacturer
                  relationships that ensure merchandise will be available.

We will  also  rely on many of our  vendors,  manufacturers  and  joint  venture
partners to process and ship  merchandise  to  customers.  We will have  limited
control over the shipping procedures of our vendors, manufacturers and our joint
venture  partners.  Shipments by these vendors,  manufacturers and joint venture
partners may be subject to delays.  We expect that most merchandise we will sell
will carry a warranty supplied either by the manufacturer or the vendor,  and we
will not be legally obligated to accept merchandise returns. Nonetheless, we may
voluntarily   accept  returns  from  customers.   We  may  or  may  not  receive
reimbursements from our vendors or manufacturers for accepting such returns. Our
business,  results of  operations  and financial  condition  could be materially
adversely affected by any of the following events:

         *        We are unable to develop and maintain satisfactory
                  relationships  with  vendors  and  manufacturers  on
                  acceptable commercial terms
         *        We are unable to obtain sufficient quantities of merchandise
         *        The quality of service provided by our vendors and
                  manufacturers falls below a satisfactory standard
         *        Our level of returns exceeds our expectations

         16. We are  exposed to the risk of system  failure,  and such a failure
could  materially   adversely  affect  us.  Our  success  largely  depends  upon
communications  hardware  and computer  hardware  provided by a third party in a
facility  located  in  Arizona.  Like  all  computer  systems,  this  system  is
vulnerable   to   damage   from   earthquake,    fire,   floods,   power   loss,
telecommunications  failures, break-ins and similar events. Despite our security
measures,  our servers are also  vulnerable  to  computer  viruses,  physical or
electronic break-ins and similar disruptive  problems.  The occurrence of any of
these problems could lead to interruptions, delays, loss of data or cessation in
service  to  users  of our  services  and  products.  We do not  presently  have
redundant systems or a formal disaster recovery plan,  although we are currently
in the  processing  of  developing  these.  We do not now and  will  not for the
foreseeable future maintain business interruption insurance.  Any system failure
that  interrupts  or increases  response  times of our Web sites could result in
less traffic to such sites. If sustained or repeated,  such failure could reduce
the  attractiveness  to  consumers,  vendors and  advertisers  of our  products,
services  and  advertising.  In  addition,  a key element of our  strategy is to
generate a high volume of visits to and activity  with respect to our Web sites.
An increase in the volume of visits to our Web sites could  strain the  capacity
of the software or hardware we use.  This strain  could lead to slower  response
time or system  failures.  Such events could adversely affect sales of products,
services and advertising  and the number of impressions  received by advertising
and thus our advertising revenues.

         17. Our success depends to a great extent on our ability to protect our
intellectual  property.  The development of our brands depends  significantly on
the  protection  of our  trademarks  and trade  names.  We have  registered  the
"JVWeb", "Dad & me", "familylifestyle" and "crisis communications" trademarks in
the United States. We also claim common law trade name rights in these and other
names.  Nonetheless,  there can be no  assurance  that we will be able to secure
significant protection for these trademarks.  Our current and future competitors
or others may adopt product or service names similar to our trademarks,  thereby
impeding our ability to build brand  identity  and possibly  leading to customer
confusion.  Our  inability  to protect  our  trademarks  and trade  names  might
materially  and  adversely  affect  our  business,  results  of  operations  and
financial condition.  In addition, in the future third parties may claim certain
aspects of our business infringe their  intellectual  property rights.  While we
are not currently  subject to any such claim,  any future claim (with or without
merit) could result in one or more of the following:

         *        Significant litigation costs
         *        Diversion of resources, including the attention of management
         *        Our agreement to certain royalty and licensing arrangements

Any of these  developments  could  materially and adversely affect our business,
results of operations and financial  condition.  In the future, we may also need
to file lawsuits to enforce our  intellectual  property  rights,  to protect our
trade secrets,  or to determine the validity and scope of the proprietary rights
of others. Such litigation, whether successful or unsuccessful,  could result in
substantial  costs and  diversion of resources.  Such costs and diversion  could
materially  and  adversely  affect  our  business,  results  of  operations  and
financial condition.

         18. We could be  materially  adversely  affected  by future  regulatory
changes and certain current regulations  applicable to our business.  We are not
currently  subject to direct  regulation by any government  agency in the United
States,  other than regulations  applicable to businesses  generally.  There are
currently few laws or regulations  directly  applicable to access to or commerce
on the Internet.  Due to the increasing  popularity  and use of the Internet,  a
number of laws and  regulations  may be adopted  with  respect to the  Internet,
covering issues such as user privacy, pricing and characteristics and quality of
products and services.  Such  legislation  could dampen the growth in use of the
Web generally and decrease the  acceptance  of the Web as a  communications  and
commercial medium.  Such a development could materially and adversely affect our
business,  results of operations and financial condition.  In addition,  because
our  products  and  services  will be  available  and sold over the  Internet in
multiple states and foreign  countries and because we expect to sell to numerous
consumers resident in such states and foreign countries, such a jurisdiction may
claim that we are required to qualify to do business as a foreign entity in such
jurisdiction. We are qualified to do business in only two states. Our failure to
qualify  to do  business  as a  foreign  entity in a  jurisdiction  where we are
required  to do so could  subject us to taxes and  penalties  for the failure to
qualify.  Any  application of laws or regulations of a jurisdiction  in which we
are not currently  qualified could materially and adversely affect our business,
results of operations and financial condition.

         19.  Because of the nature of our business,  we are exposed to a number
of sources of other potential liabilities.  Certain of our services will involve
the  development,  implementation  and  maintenance  of  applications  that  are
critical to the operations of our clients' businesses.  Our failure or inability
to meet a client's  expectations in the performance of our services could injure
our business reputation or result in a claim for substantial damages against us,
regardless  of our  responsibility  for such  failure.  We will attempt to limit
contractually  our damages  arising from  negligent  acts,  errors,  mistakes or
omissions in rendering our services. However, there can be no assurance that any
contractual  protections will be enforceable in all instances or would otherwise
protect us from liability for damages. In addition,  Internet users will be able
to download certain materials from our Web sites and subsequently distribute the
materials to others.  Because of this, claims could be asserted against us (with
or  without  merit)  in the  future on a variety  of legal  theories  (including
defamation,  negligence and copyright and trademark  infringement)  depending on
the nature and content of such  materials.  For example,  we could be liable for
any of the following:

         *        Libel for any defamatory information we provided about a
                    person
         *        Any losses incurred by a person in reliance on incorrect
                    information we negligently provided
         *        Copyright and trademark infringement resulting from
                    information we provided

Moreover,  we expect  that we may agree with third  parties to provide  links to
such third  parties'  Web sites.  A claimant  might  successfully  argue that by
providing such links,  we are liable for wrongful  actions by such third parties
through such Web sites, for such matters as the following:

         *        Defamation
         *        Negligence
         *        Copyright and trademark infringement
         *        Losses resulting from the products and services sold by the
                    third party.

We are in the  process of  procuring  general  liability  insurance.  Even if we
procure this insurance,  the insurance may not cover all potential claims or may
not  adequately  indemnify us for all  liability  to which we are  imposed.  Any
liability or legal  defense  expenses not covered by insurance or exceeding  our
insurance coverage could materially and adversely affect our business, operating
results and financial condition.

         20. Our  obligation  to  indemnify  our officers  and  directors  could
prevent our recovery for losses caused by them.  Our Bylaws provide that we must
indemnify each director,  officer,  agent and/or  employee to the maximum extent
provided  for in the  General  Corporation  Law of  Delaware.  Further,  we have
purchased and maintain  insurance on behalf of such persons.  Such insurance may
cover  certain  matters  for  which we do not have the power to  indemnify  such
persons. Consequently, because of the actions of officers, directors, agents and
employees,  we could incur  substantial  losses and be prevented from recovering
such  losses  from such  persons.  Further,  the United  States  Securities  and
Exchange Commission  maintains that indemnification is against the public policy
expressed  in  the  Securities  Act  of  1933  (the  "Act"),  and  is  therefore
unenforceable.

         21. We are  exposed to intense  competition.  The  electronic  commerce
market  (particularly  on the Internet) is new,  rapidly  evolving and intensely
competitive. Most of our current and potential competitors have longer operating
histories,   larger  customer  bases,  longer  relationships  with  clients  and
significantly  greater  financial,  technical,  marketing  and public  relations
resources  than we do, and could decide at any time to increase  their  resource
commitments  to our market.  We expect  competition  to intensify in the future.
There can be no assurance that existing or future  competitors  will not develop
or offer services that provide significant performance, price, creative or other
advantages over those we offer.  Such a development  could materially  adversely
affect our business, results of operations and financial condition. In addition,
certain  current  competitors  have  established,   and  certain  other  current
competitors  (as  well  as  future  competitors)  may in the  future  establish,
cooperative  relationships  among  themselves or directly with vendors to obtain
exclusive or semi-exclusive sources of merchandise. Accordingly, new competitors
or alliances among competitors and vendors may emerge and rapidly acquire market
share.  Increased  competition may result in reduced operating margins,  loss of
market share and a diminished brand franchise. As a result of their larger size,
our competitors may be able to secure merchandise from vendors on more favorable
terms than we can. Moreover, they may be able to respond more quickly to changes
in customer  preferences  or to devote  greater  resources  to the  development,
promotion and sale of their merchandise than we can. Any of these  circumstances
could  materially  adversely  affect our  business,  results of  operations  and
financial condition.

         22. Future  acquisitions  could expose us to numerous risks. As part of
our  business  strategy,  we  may  acquire  complementary  companies,  products,
services or  technologies.  Any  acquisition  would be  accompanied by the risks
commonly encountered in an transaction. Such risks include the following;

         *        Difficulty of assimilating the operations and personnel of th
                     acquired companies
         *        Potential disruption of our ongoing business
         *        Inability  of  management  to  maximize  our  financial  and
                    strategic   position  through  the  successful
                  incorporation of acquired businesses and technologies
         *        Additional expenses associated with amortization of acquired
                    intangible assets
         *        Maintenance of uniform standards, controls, procedures and
                    policies
         *        Impairment  of  relationships  with  employees,  customers,
                    vendors  and  advertisers  as a  result  of any integration
                    of new management personnel
         *        Potential unknown liabilities associated with acquired
                    businesses

There can be no assurance that we would be successful in overcoming  these risks
or any other problems  encountered in connection with such acquisitions.  Due to
all of the foregoing, any future acquisition may materially and adversely affect
our  business,  results  of  operations,  financial  condition  and cash  flows.
Although  we do not expect to use cash for  acquisitions,  we may be required to
obtain additional financing if we choose to use cash in the future. There can be
no assurance  that such  financing  will be available on  acceptable  terms.  In
addition,  if we issue  stock to  complete  any  future  acquisitions,  existing
stockholders will experience further ownership dilution.

         23. We rely  heavily  upon  certain  directors  and  officers,  and our
limited  management   resources  may  not  be  sufficient  for  the  future.  We
substantially  depend upon the  efforts and skills of Greg J. Micek,  a director
and the  President  of the Company.  The loss of Mr.  Micek's  services,  or his
inability to devote sufficient attention to our operations, could materially and
adversely  affect our  operations.  We do not maintain key man life insurance on
Mr.  Micek.  In addition,  there can be no assurance  that the current  level of
management is sufficient to perform all responsibilities necessary or beneficial
for  management  to perform.  Our  success in  attracting  additional  qualified
personnel  will depend on many  factors,  including  our ability to provide them
with  competitive  compensation  arrangements,  equity  participation  and other
benefits.  There is no assurance that we will be successful in attracting highly
qualified individuals in key management positions.

         24. Our  management  has limited  experience in certain  aspects of our
business. We believe that we have ample experience to manage our fee-for-service
division.  However,  our  brands-under-management  division requires  management
experience of a different  nature.  We expect that we will generally have little
or no  direct  experience  in  the  management  or  operation  of the  types  of
businesses  represented  by the products and services we will offer  through our
brands-under-management  division (either directly or through joint ventures) by
means of Web  sites.  In the case of joint  ventures,  we expect  that our joint
venture partners will have a requisite level of experience.  However,  there can
be no  assurance  that we will be  familiar  enough  with  the  joint  venture's
proposed business to ascertain this.  Because of our lack of experience,  we may
be more  vulnerable than others to certain risks. We also may be more vulnerable
to  errors in  judgment  that  could  have been  prevented  by more  experienced
management.  As a result,  our lack of previous  experience could materially and
adversely affect our future operations and prospects.

         25. A certain  stockholder  of the Company has control of the  Company,
and cumulative voting and preemptive rights are denied to stockholders.  Greg J.
Micek, a director and the President of the Company,  owns approximately 60.1% of
the  outstanding  Common Stock  (considered on an undiluted  basis).  Cumulative
voting in the election of Directors is not provided for. Accordingly, the holder
or holders of a majority of the  outstanding  shares of Common Stock  (currently
Mr.  Micek)  may elect all of our Board of  Directors  after  completion  of the
offering.  There are no preemptive  rights in connection  with our Common Stock.
Thus, the  percentage  ownership of existing  stockholders  may be diluted if we
issue additional shares in the future.

         26. The Company's  authorized  preferred stock exposes  stockholders to
certain risks. Our Certificate of Incorporation authorizes the issuance of up to
10,000,000  shares of Preferred  Stock,  par value $.01 per share.  No shares of
Preferred Stock were issued as of June 30, 1999. The authorized  Preferred Stock
constitutes what is commonly  referred to as "blank check" preferred stock. This
type of preferred  stock  allows the Board of Directors to divide the  Preferred
Stock into series, to designate each series, to fix and determine separately for
each series any one or more relative  rights and preferences and to issue shares
of any series without further stockholder  approval.  Preferred stock authorized
in series  allows our Board of Directors to hinder or  discourage  an attempt to
gain  control of the  Company  by a merger,  tender  offer at a control  premium
price,  proxy contest or  otherwise.  Consequently,  the  Preferred  Stock could
entrench  our  management.  The  market  price  of our  Common  Stock  could  be
materially and adversely affected by the existence of the Preferred Stock.

         27. Our Common Stock has a limited  float and limited  trading  market.
Our Common Stock trades in the United States only in the over-the-counter market
on the OTC  Electronic  Bulletin  Board.  Public  trading  of our  Common  Stock
commenced on June 30,  1998.  Thus far, the prices at which our Common Stock has
traded have fluctuated  fairly widely on a percentage basis. See "MARKET FOR THE
REGISTRANT'S  COMMON EQUITY AND RELATED  STOCKHOLDER  MATTERS."  There can be no
assurance  as to the prices at which our Common  Stock will trade in the future,
although  they may  continue to fluctuate  significantly.  Prices for our Common
Stock  will be  determined  in the  marketplace  and may be  influenced  by many
factors, including the following:

         *        The depth and liquidity of the markets for our Common Stock
         *        Investor perception of us and the industry in which we
                    participate
         *        General economic and market conditions

In addition to the preceding,  only approximately  38.3% of the shares of Common
Stock  outstanding  are held by persons not  affiliated  with the Company.  This
limited  float may decrease the liquidity of our Common Stock from what it would
be in a more active  trading  market.  It could also cause holders of our Common
Stock to retain their shares longer than they may want.  The  resulting  limited
liquidity may also have the effect of depressing  the price of our Common Stock.
We believe that the initial limited float will be eased to some extent over time
as, if and when the following events occur:

         * Certain  warrants to purchase our Common Stock are exercised * Shares
         of Common Stock  subject to legal or  contractual  restrictions  become
         freely  tradeable * Freely  tradeable  shares are issued in  connection
         with  acquisitions  *  We  undertake  additional  public  offerings  of
         additional shares of Common Stock

         28. We have  outstanding  a large number of shares of Common Stock that
are eligible for sale under certain  circumstances,  and sales, or even the mere
possibility of sales, of these shares may materially adversely of Common Stock .
Approximately  9,490,557 shares of Common Stock are issued and  outstanding.  We
believe that approximately 7,750,000 of these shares are "restricted securities"
as that term is defined in Rule 144 promulgated under the Act. Rule 144 provides
in general  that a person (or  persons  whose  shares  are  aggregated)  who has
satisfied a one-year holding period,  may sell within any three month period, an
amount which does not exceed the greater of 1% of the then outstanding shares of
Common Stock or the average weekly trading volume during the four calendar weeks
before  such  sale.  The  vast  majority  of the  restricted  shares  have  been
outstanding  for over one year and thus are  eligible  for sale  under Rule 144.
Rule 144 also permits the sale of shares, under certain  circumstances,  without
any quantity  limitation,  by persons who are not  affiliates of the Company and
who have beneficially owned the shares for a minimum period of two years. Hence,
the  possible  sale of these  restricted  shares  may,  in the future  dilute an
investor's  percentage of freely  tradeable  shares and may depress the price of
our Common Stock.  Also, if substantial,  such sales might also adversely affect
our  ability  to  raise  additional  equity  capital.   However,   most  of  the
approximately  7,750,000 shares believed to be "restricted  securities" are held
by  affiliates  of the Company  and must (by law) be sold  subject to the volume
limitations of Rule 144 described  above,  thus restraining the number of shares
that can sold in any period of time.

         29. We have the ability and the obligation to issue  additional  shares
of Common Stock in the future, and such future issuance may materially adversely
affect  stockholders.  We have  registered  an aggregate of 5,000,000  shares of
Common Stock for issuance in possible future business combination  transactions.
All of these  shares  are  still  available  for  issuance  in the  future.  For
issuances of shares in connection with acquisitions, our Board of Directors will
determine the timing and size of the issuances  and the  consideration  required
therefor. Our Board of Directors intends to use its reasonable business judgment
to fulfill  its  fiduciary  obligations  to our then  existing  stockholders  in
connection with any such issuance.  Nonetheless,  future issuances of additional
shares could cause immediate and  substantial  dilution to the net tangible book
value of shares of Common Stock issued and outstanding  immediately  before such
transaction.  Any future  decrease in the net tangible book value of such issued
and outstanding shares could materially and adversely affect the market value of
the shares. In addition, we have outstanding certain warrants to purchase shares
of Common Stock.  We also have the obligation to issue  additional such warrants
in the future.  These warrants  permit the holders to purchase  shares of Common
Stock at  specified  prices.  These  purchase  prices  may be less than the then
current market price of our Common Stock. A total of  approximately  7.5 million
additional  shares  of  Common  Stock  would be  issued  if all of the  warrants
currently  outstanding  (and we are  obligated  to  issue  in the  future)  were
exercised.  Any shares of Common Stock issued  pursuant to these  warrants would
further dilute the percentage ownership of existing  stockholders.  The terms on
which we could obtain  additional  capital during the life of these warrants may
be adversely affected because of such potential dilution.

         30. The trading price of our Common Stock entails additional regulatory
requirements,  which may negatively affect such trading price. The trading price
of our Common  Stock has been below  $5.00 per share.  As a result of this price
level,  trading in our Common  Stock is subject to the  requirements  of certain
rules promulgated under the Securities Exchange Act of 1934. These rules require
additional  disclosure by broker-dealers in connection with any trades generally
involving any  non-NASDAQ  equity  security that has a market price of less than
$5.00 per share, subject to certain exceptions. Such rules require the delivery,
before any penny stock  transaction,  of a disclosure  schedule  explaining  the
penny stock market and the risks associated therewith,  and impose various sales
practice  requirements on broker-dealers  who sell penny stocks to persons other
than established  customers and accredited investors  (generally  institutions).
For  these  types  of  transactions,   the  broker-dealer   must  determine  the
suitability  of the penny stock for the  purchaser  and receive the  purchaser's
written consent to the transaction  before sale. The additional  burdens imposed
upon  broker-dealers  by such  requirements may discourage  broker-dealers  from
effecting  transactions  in our Common Stock  affected.  As a  consequence,  the
market  liquidity  of our  Common  Stock  could  be  severely  limited  by these
regulatory requirements.

         31.  Stockholders  have no guarantee of  dividends.  The holders of our
Common Stock are entitled to receive  dividends  when, as and if declared by the
Board of Directors out of funds legally  available  therefore.  To date, we have
paid no cash  dividends.  The Board of Directors  does not intend to declare any
dividends in the foreseeable future, but instead intends to retain all earnings,
if any, for use in our business operations.  If we obtain additional  financing,
our ability to declare any dividends will probably be limited contractually.

         32. The Company may have exposure to potential Year 2000  problems.  We
believe that we have no potential internal Year 2000 problems.  Nonetheless,  we
recognize that the computer systems of financial  institutions and other vendors
with  which we will do  business  could  have  Year  2000  problems  that  could
adversely  affect us.  However,  we have no greater  exposure  to these types of
problems than other businesses in general.  Nonetheless,  we could be materially
adversely  affected by these  problems  in ways that can not now be  quantified.
However,  to avoid being  adversely  affected by the Year 2000 problems of other
persons,  we have  instituted  a program  of  carefully  screening  persons  and
companies  with which we will do a material  amount of business  and  monitoring
their efforts to avoid their own Year 2000 problems.


<PAGE>


                                    BUSINESS

                               Industry Background

         The  Internet  is  an  increasingly   significant   global  medium  for
communications,  content and online commerce.  Growth in Internet usage has been
fueled by a number of factors, including the large and growing installed base of
personal  computers in the workplace and home,  advances in the  performance and
speed of personal computers and modems,  improvements in network infrastructure,
easier  and  cheaper  access to the  Internet  and  increased  awareness  of the
Internet among businesses and consumers.

         The increasing  functionality,  accessibility  and overall usage of the
Internet and online services have made them an attractive commercial medium. The
Internet  and  other  online  services  are  evolving  into a unique  sales  and
marketing  channel,  just as retail stores,  mail-order  catalogs and television
shopping have done. In theory,  electronic  retailers have  virtually  unlimited
electronic  shelf  space  and  can  offer  customers  a vast  selection  through
efficient searches and retrieval interfaces.  Moreover, electronic retailers can
interact  directly  with  customers  by  frequently   adjusting  their  featured
selections,   editorial  insights,  shopping  interfaces,   pricing  and  visual
presentations.  Beyond the benefits of selection,  purchasing is more convenient
than shopping in a physical retail store because electronic shopping can be done
24 hours a day and does not  require a trip to a store.  Web  sites can  present
advertising  and marketing  materials in new and  compelling  fashions,  display
products and services in electronic  catalogs,  offer  products and services for
sale electronically,  process transactions and fulfill orders, provide customers
with rapid and  accurate  responses  to their  questions,  and  gather  customer
feedback  efficiently.  The minimal cost to develop and maintain a Web site, the
ability to reach and serve a large and global group of customers  electronically
from a central  location,  and the potential for personalized  low-cost customer
interaction,  provide  additional  economic  benefits for electronic  retailers.
Unlike  traditional  retail  channels,  electronic  retailers  do not  have  the
burdensome costs of managing and maintaining  expensive retail real estate and a
significant retail store  infrastructure or the continuous  printing and mailing
costs of catalog marketing. Furthermore, electronic retailers are generally able
to conduct their  businesses  with fewer  employee than  traditional  retailers.
Because of these advantages over  traditional  retailers,  electronic  retailers
have the potential to build large,  global customer bases quickly and to achieve
superior  economic  returns over the long term.  An  increasingly  broad base of
products  and  services is  successfully  being sold  electronically,  including
computers, travel services, brokerage services, automobiles, music and books. If
this trend  continues,  the migration  from  traditional  shopping to electronic
shopping will effect  dramatic  changes in retailing as it has  heretofore  been
conducted.

         In addition to the offering of products and services through electronic
commerce,  the Internet has created a new medium for disseminating content, such
as the content  historically  delivered by  newspapers,  magazines and journals.
Electronic  dissemination of content offers numerous  advantages over historical
mediums  of  content  dissemination.  First,  the  content  can be  provided  to
consumers  more  quickly,  as the delays  required by printing  and delivery are
avoided.  For example,  a magazine  that  ordinarily is mailed for delivery on a
particular day can be made available  electronically  as soon as the magazine is
otherwise  ready for print,  at least one day before  anticipated  delivery.  In
addition,  content can be updated on a real time basis so that only current (and
no outdated)  content appears.  Moreover,  the electronic  content can be linked
instantaneously to related content of interest. While newspapers,  magazines and
journals can offer only still-shot  photography,  electronic  commerce can offer
moving and even live  pictures  much akin to  television.  Equally (if not most)
important,  electronic  content can be distributed at a much lower cost compared
to historical mediums because electronic dissemination does not involve printing
and  delivery  costs.  The new medium of content  dissemination  provided by the
Internet  has in turn  lead  to new  forms  of  advertising,  especially  banner
advertisements  that appear as Web sites are  displayed.  As the presence on the
Web of  suppliers  of  content  and  advertising  increases,  the new  forms  of
advertising such as the banner  advertisements  should increase in prominence as
well, thus creating additional revenue opportunities.

         Although  businesses are pursuing  electronic  commerce  rapidly and at
increasing rates, the basic  differences of electronic  commerce from historical
commerce require  companies to take  fundamentally  new approaches.  A number of
Internet  professional services firms have emerged to assist businesses with the
development and implementation of their electronic commerce strategies. However,
these firms tend to be small and focused on a  particular  aspect of  electronic
commerce,  apparently  lacking the necessary depth and integration of strategic,
technical and creative  skills to meet all the  electronic  commerce  needs of a
business.  After  analyzing  the  very  fragmented  Internet  service  industry,
management has concluded that:

         1.       Most  traditional  advertising  and  marketing  agencies  have
                  neither  a  proven  track  record  of  success  in the area of
                  electronic  commerce and lack the extensive  technical  skills
                  (such  as  application  development,  and  legacy  system  and
                  database  integration)  required to solve increasingly complex
                  electronic commerce problems.

         2.       Most vendors of computer and technology  products and services
                  lack the  creative  and  marketing  skills  required  to build
                  audiences and deliver unique and compelling  content,  and are
                  further   constrained   by  their  need  to  recommend   their
                  proprietary brands.

         3.       Internet access service  providers,  whose core strength is in
                  providing  Internet  access and site hosting,  typically  lack
                  both  the  necessary  creative  and  application   development
                  skills.

Management believes that to provide fully competent Internet services, a service
provider must possesses a full range and integration of strategic, technical and
creative skills required for electronic commerce.

         Businesses  seeking to realize  the  benefits  provided  by  electronic
commerce face a formidable  series of  challenges  presented by the need to link
business and marketing  strategies,  new and rapidly  changing  technologies and
continuously updated content. The establishment and maintenance of a Web site to
pursue electronic commerce requires significant  technical expertise in a number
of  areas,   such  as  electronic   commerce   systems,   security  and  privacy
technologies,   application  and  database  programming,  mainframe  and  legacy
integration  technologies and advanced user interface and multimedia production.
Marketing  expertise  in  a  number  of  areas  (including  the  development  of
audiences,  greater search engine  presence,  and broader ranges of links to the
site) is also required.  Apparently,  few businesses (especially small, emerging
and mid-sized  businesses) have the time,  money,  and strategic,  technical and
creative  skills to implement an electronic  commerce  strategy on their own. In
addition, management believes that the novelty, complexity and rapid development
of electronic commerce has left many businesses  (especially small, emerging and
mid-sized  businesses)  bewildered and reluctant to act, despite a strongly felt
need to become involved in electronic commerce.

         Overall  the  Company  believes  that  electronic   commerce   presents
excellent  business  opportunities  for the foreseeable  future.  Because of the
relative  novelty of electronic  commerce,  the Company believes that the market
for electronic  commerce is fairly  wide-open,  although  market  leadership has
already  been  established  in a number  of  respects.  Nonetheless,  plenty  of
opportunities still exist. The Company believes that customer  unfamiliarity and
the fragmented  state of the electronic  commerce  market creates an opportunity
for a company with fully integrated  strategic,  technical and creative Internet
skills that can assist  businesses.  Despite the  Company's  optimism  about the
future of electronic commerce, the pursuit of a plan of a business plan based on
electronic  commerce is not without  considerable  risks.  For more  information
about these  risks,  see  "BUSINESS  AND  PROPERTIES  - RISK  FACTORS -We depend
heavily on the Internet, and any adverse development with regard to the Internet
could  materially  adversely affect us, -We are exposed to numerous risks due to
potential future  technological  change,  -- The acceptance of the Internet as a
medium for commerce is  uncertain,  and the failure of the Internet to gain such
acceptance  could materially  adversely  affect us, -- Electronic  commerce is a
developing market and involves considerable uncertainty,  -- Electronic commerce
involves  a number of  security  risks,  -We are  exposed  to the risk of system
failure, and such a failure could materially adversely affect us, -- We could be
materially  adversely  affected by future regulatory changes and certain current
regulations  applicable  to our  business,  and --  Because of the nature of our
business, we are exposed to a number of sources of other potential liabilities.

                                    Web Sites

         The proper  development and implementation of a Web site for a business
involves a number of steps.  First,  a thorough study is undertaken to determine
the likelihood that the business will succeed in electronic  commerce.  Once the
study determines that the business is likely to succeed in electronic  commerce,
a strategy for  developing  a Web site is  developed  by a team  composed of the
business principals, advertising agency, web developer and content site manager.
A domain name is agreed upon and obtained.  The Web site is then "story boarded"
or laid out conceptually and graphically. A web developer develops the structure
of the Web  site,  including  electronic  commerce  systems;  host  integration;
implementation  of  third-party  applications  and  security  technologies;  and
integration of hardware,  software and Internet  access  products.  A compelling
user  interface  is  created  to attract  and hold the  attention  of the target
audience  while   conforming  to  brand  images  and  marketing   campaigns.   A
relationship  with a  third-party  vendor  is  established  to  provide  secure,
state-of-the-art, high-availability Web site hosting and integrated services for
e-mail and secure electronic  commerce.  Once  operational,  a Web site requires
ongoing support services for content maintenance, site administration, technical
problems,  assistance with the hosting environment, and software support. As the
Web site nears  completion,  electronic  marketing  objectives  are developed to
establish and increase Web site traffic, strengthen brand awareness and generate
sales leads.  Electronic  media planning and purchasing,  and electronic  public
relations are undertaken. This is followed by efforts to optimize the Web site's
search engine presence,  increase site access through hyperlink  recruitment and
disseminate  key  messages to  Internet  newsgroups,  mailing  lists and forums.
Typically a Web site starts as a basic site costing several thousand dollars. It
can then become  increasingly  more  complex  through  the  addition of more Web
pages,  links and commercial  capability.  Ultimately,  an extremely complex Web
site can cost several million dollars.

                               The JVWeb Solution

         The  Company  was  founded  to seek  out  and  capitalize  on  business
opportunities  presented by electronic  commerce.  The Company believes that the
anticipated migration from traditional shopping to electronic shopping,  and the
anticipated  increase in the electronic  dissemination of content,  will present
for the foreseeable  future  excellent  business  opportunities  of at least two
particular  types.  The  first  type  of  opportunities  presented  is to  offer
products,  services and content that are now either not  available at all or are
available  only to a limited  extent in  electronic  commerce,  and to offer new
forms  of  advertising  made  available  by the  Internet.  The  second  type of
opportunities  presented is to provide Internet  services to persons offering or
proposing to offer  products,  services,  content or  advertising  in electronic
commerce  or  offering.  Because  these  two  types  of  opportunities  are very
distinct,   the  Company  has   established   two   divisions  to  pursue  these
opportunities     separately.     These     divisions    are    the    Company's
brands-under-management  division and the  Company's  fee-for-service  division.
From  time to time the  Company  has given a  greater  emphasis  to one of these
division over the other.

                            Fee-For-Services Division

         The  Company's  fee-for-services  division  provides  clients  with the
vision,  expertise and resources  required to develop new strategies and improve
business  processes for electronic  commerce.  To capitalize on the  opportunity
presented by the rapid growth in electronic commerce,  the Company has developed
certain  internal  capabilities  relating to  electronic  commerce  and Internet
services.  Moreover,  the  Company  has formed  and  continues  to form  certain
strategic  relationships with third parties to supplement the Company's internal
capabilities  to ensure that the Company offers a full,  integrated  ensemble of
strategic,  technical and creative skills  required for electronic  commerce and
Internet services.  In each consulting  engagement,  the client can contract for
the specific services it requires, depending on the nature of the engagement and
the capabilities of the client's organization.  The Company expects to bill most
of its  engagements  on a time and  materials  basis,  although it may work on a
fixed-price basis.

         The  Company's  fee-for-services  division  has been divided into three
distinct   functional   areas.  The  first  functional  area  of  the  Company's
fee-for-services  division provides strategic Internet services consulting.  The
services  provided  by this area of the  fee-for-services  division  include the
following:

         *        strategy  consulting  regarding  business  and  marketing
                  strategies  best suited for  pursuing the client's business in
                  electronic commerce

         *        creation of a system or process  design that defines the roles
                  that the  system or  process  will  perform  for  meeting  the
                  client's strategic requirements

         *        development  of a  testable  version  of the  client's  system
                  including  all  necessary   programs  and   components  and  a
                  compelling  user  interface  for the  system  to  enable it to
                  attract and hold the attention of the client's target audience
                  while  conforming  to the client's  brand image and  marketing
                  campaigns

         *        testing of the system in preparation of deployment into a full
                  production  system and  installation of the system after all
                  tests are completed

         *        audience  development  to increase Web site traffic,
                  strengthening  brand  awareness and generating sales leads

         *        maintenance of the Web site and its content, and provision of
                  technical support

While at one time the Company had planned on organizing a subsidiary  that would
employ a number of strategic Internet service consultants, the Company now plans
on adding additional  strategic  Internet service  consultants on a more gradual
basis as qualified personnel can be hired.

         The second functional area of the Company's  fee-for-services  division
involves Web site development.  This area developed out of a strategic  alliance
that the Company formed during August 1998 with Heitmann S.A.C., a subsidiary of
Lernout  & Hauspie  Speech  Products  ("L&H"),  an  international  leader in the
development of advanced speech  technology for various  commercial  applications
and  products.  In this  connection,  the  Company and L&H have  entered  into a
legally binding agreement with regard to their  relationship.  This agreement is
not  exclusive,  and the  Company  expects  to  explore  similar  joint  venture
arrangements  with other Web  developers.  As an outgrowth of the  Company's Web
site development services, the Company has developed a web-based  communications
service  for  targeting  Advertising  and  Public  Relations  Agencies  in North
America.  The Company's  niche-marketing plan for this service was launched from
the Company's New York satellite office in February 1999. Advertising and public
relations  agencies  headquartered  in New York City were  introduced to the new
high-tech, highly customized service. The Company expanded the marketing plan to
San Francisco and London in March 1999.  L&H will be primarily  responsible  for
providing the actual Web site  development  services,  while the Company will be
primarily responsible for marketing the service. The Company expects to bill for
these  services  on a time and  materials  basis.  Fees  received  will be split
equally  between  the Company and L&H.  The  Company is offering  its  web-based
communication services over the Web site "crisis-communications.com",  which was
recently developed.

         The third  functional area of the Company's  fee-for-services  division
provides Web hosting services. In this connection,  the Company has entered into
a Web hosting agreement with GTE Internetworking, a division of GTE Corporation.
Under the terms of this agreement,  GTE makes available to the Company GTE's Web
Advantage  Service  from GTE's  worldwide  secure  global  data-center  based in
Phoenix.  GTE's Web Advantage  Service is a  high-performance,  highly reliable,
cost-effective  Web  hosting  service.  Under the terms of this  agreement,  the
Company has access to a bandwidth of up to 10.0 Mbit/sec.  This agreement allows
the Company to expand and  contract its use of GTE's  services as the  Company's
traffic  fluctuates.  The  charges  that the  Company  will owe  pursuant to the
agreement will depend on the Company's usage. The initial term of this agreement
is for one year. This agreement is renewable by the Company and is terminable by
the Company upon 60 days prior written notice. The Company believes that the GTE
agreement provides suitable Web hosting capacity for the foreseeable future. The
Company  also  believes  that  providing  hosting  services is critical  because
hosting is an entry level service and creates the  opportunity  for offering and
selling  additional  services.  The  Company is already  providing  Web  hosting
services to a major European  government  agency with a possible increase in Web
hosting work for other agencies of this  government.  The Company will offer its
Web hosting services over the Web site  "webcatservers.com",  which is now under
development.

         The Company's objective regarding the  fee-for-services  division is to
become and remain a leading Internet services  provider.  The Company's strategy
to achieve this objective includes the following elements:

         Strengthen  Position as an Internet Services  Provider.  The Company is
         continuing to strengthen its position as an Internet  services provider
         in order to provide  clients  with  superior  Internet  solutions.  The
         Company intends to continue identifying,  reviewing and integrating the
         latest Internet  technologies  and  accumulating and deploying the best
         demonstrated practices for electronic commerce.

         Developing  Brand. In a fragmented  industry that lacks brands strongly
         identified with Internet  services  providers the Company believes that
         it will need to build a well-recognized  brand for its fee-for-services
         division.  The Company's brand development  program will be designed to
         reinforce the message that the Company's  fee-for-services division can
         provide a complete  range of  services  to build and deploy  e-commerce
         solutions.   The  Company  intends  to  build  and   differentiate  its
         fee-for-services division brand through excellent service and a variety
         of marketing and promotional techniques, including advertising on other
         Web sites and other  media,  conducting  an  ongoing  public  relations
         campaign and developing business alliances and partnerships.

         Develop Additional Strategic Relationships. The Company has developed a
         number of informal strategic relationships with advertisement agencies,
         web  developers,  site content  managers,  site hosts and other persons
         whose  services are  necessary to develop and  implement an  electronic
         commerce  strategy.  Few of  these  strategic  relationships  have  yet
         resulted in legal binding  relationships.  While the Company intends to
         develop the ability to render many of these  services  internally,  the
         Company also intends to continue developing strategic  relationships so
         that the  Company can have  adequate  access to such  services  for the
         foreseeable future.

                        Brands-Under-Management Division

         This division was formed for purposes of pursuing  electronic  commerce
opportunities involving the sale of products and services in electronic commerce
and the  offering of content and  advertising  over the  Internet.  Although the
Company  expects to undertake some of these  electronic  commerce  opportunities
alone,  the Company  believes that it will  undertake  most of these  electronic
commerce  opportunities  through  joint  ventures with  established,  profitable
businesses whose products, services or content (in most cases) are not currently
being offered electronically.  The Company would furnish expertise in electronic
commerce (and in certain instances financial  assistance) for an equity interest
in the resulting  electronic  business,  in lieu of an up-front payment of cash.
Because of the  Company's  willingness  to enter into such an  arrangement,  the
Company expects to be an attractive  joint venture partner for many  established
business seeking to become engaged in electronic commerce. This willingness will
allow  selected  businesses  to enter  into  electronic  commerce  with  minimal
financial  investment and risk,  while  providing the Company with a substantial
potential  return for its  services  and  financial  contributions.  The Company
expects  that for the  foreseeable  future  the  financial  assistance  that the
Company will provide to a joint venture in which it participates  may range from
fairly minimal  amounts to  approximately  $250,000 at the high end. In order to
provide this financial  assistance,  the Company will have to procure funds from
various sources,  which are discussed above in "RISK FACTORS - We expect to have
future capital needs, and the procurement of additional  financing to meet these
needs  is  uncertain."  There  can be no  assurance  that  the  Company  will be
successful in procuring  these funds.  From time to time the Company has given a
greater  emphasis to one of these division over the other.  Although the Company
is not as actively  seeking  joint  venture  opportunities  as it once had,  the
Company  intends  to  consider  attractive  joint  venture  electronic  commerce
opportunities  as they are  presented  and as  funds  are  available.  As of the
present,  the Company  does not have funds  available  to pursue any  meaningful
joint  venture  electronic  commerce  opportunity  not now under  consideration.
Nonetheless,  the Company's  limited  experience thus far indicates that for the
foreseeable  future  the  Company  will  have an ample  array  of joint  venture
prospects to consider if and when funds become available.

         Management  believes  that  opportunities  in  electronic  commerce are
either commerce-driven or content-driven.  Commerce-driven opportunities involve
the sale of products and services through electronic mediums, such as electronic
stores.  Content-driven  opportunities involve the provision of content (such as
that  historically  provided by  newspapers,  magazines  and  journals)  through
electronic  mediums,  the  attraction  of  consumers  to such  content,  and the
offering of advertising  (and even products and services) in connection with the
provision of such content.  The Company will consider  both  commerce-driven  or
content-driven opportunities.

         The  Company  is  currently  undertaking  one   brands-under-management
project,  the  iHomeline.com  project.  The  iHomeline.com  project  involves  a
50%-owned  subsidiary (the  "iHomeline.com  Subsidiary") that intends to create,
own and operate World Wide Web sites whose objectives are to foster  communities
of consumers,  manufacturers,  services providers and advertisers  interested in
the  examination,  purchase,  sale or offer of home-related  content,  products,
services or advertising.  The Company's partner in the iHomeline.com  project is
Jim Neidner.  Mr.  Neidner is the  President of Neidner  Construction/Remodeling
Inc.  based in Houston,  Texas,  and has over 27 years  experience in the custom
home construction and remodeling business. For more than four years, Mr. Neidner
has  co-hosted  Home Line Talk Radio,  a weekly  Houston radio talk show dealing
with topics of interest to homeowners.  The  iHomeline.com  Web sites will offer
relevant,  informative  and  entertaining  content of interest to  consumers  of
home-related products and services.  The goal of these Web sites is to appeal to
manufacturers,  services providers and advertisers of home-related  products and
services to induce them to offer products, services and advertising on these Web
sites and to pay for the  opportunity to do so. Each  iHomeline.com  Web site is
expected  to  feature  worldwide,  live  broadcasts  of talk shows  focusing  on
home-related topics, do-it-yourselfers educational and reference materials, chat
rooms,  auctions,  a service for referrals to home-related  professionals,  home
plans and blueprints  that can be purchased  on-line,  and possibly real estate,
mortgage loan,  furniture and  travel-related  brokerage  services.  The initial
iHomeline.com  Web site will target the Houston,  Texas  metropolitan  area. Its
development  is subject  to the  procurement  of  adequate  financing,  which is
currently  being sought.  The initial  iHomeline.com  Web site is expected to be
operational 30 days after the procurement of adequate financing. After achieving
a satisfactory result with the initial iHomeline.com Web site, the iHomeline.com
Subsidiary  intends  to  expand  the  iHomeline.com   model  to  other  targeted
geographical  areas in the  United  States of  America  by  creating  additional
iHomeline.com  Web sites,  each focusing on a particular  targeted  geographical
area. The iHomeline.com Subsidiary's goal is to create a national infrastructure
of  iHomeline.com  Web sites that can  eventually  feature  national (as well as
local) content, products, services or advertising.  The iHomeline.com project is
subject to numerous risks, including, without limitation, the inability to raise
necessary capital, the inability to create a satisfactory initial  iHomeline.com
Web site and the inability to develop a national infrastructure of iHomeline.com
Web sites.

         When a joint  venture  prospect is presented in the future,  a thorough
study will be undertaken of the prospect's  strategic market position,  business
requirements and existing systems and capabilities,  to determine the likelihood
that the  prospect's  business  will succeed in electronic  commerce.  After the
study,  the Company's site management team (composed of the site  administrator,
web marketing consultant,  financial controller and project manager) will either
accept  or  reject  the  prospect.  This  decision  will be based on a number of
factors,  such as the prospect's  historical or  prospective  ability to fulfill
orders, the lack of a clearly perceived  electronic commerce strategy,  the lack
of perceived  electronic  market  interest and the size of the initial budget in
relation to the related risk. Currently,  the Company intends to charge a $2,500
application  fee to defer the costs of  screening  a  prospect.  If the  Company
decides  not to pursue a joint  venture  with the  prospect,  the  Company  will
develop a basic Web site for the prospect in  consideration  of the  application
fee.

         If a prospect is  accepted,  the Company  will enter into  negotiations
with the prospect to  formalize  an on-going  joint  venture  relationship.  The
Company  expects  that the  joint  ventures  it forms  will  assume  the form of
corporations or limited liability  companies  organized in Delaware (a favorable
state  for   corporations),   Texas   (the   state  in  which  the   Company  is
headquartered),  or another favorable jurisdiction.  The Company expects that it
will own between 20% to 80% of the  outstanding  equity  interests in each joint
venture  depending  on  the  relative   contributions  of  the  venturers.   The
documentation   governing  the  joint  venture  will  delineate  the  respective
responsibilities  of the Company and its joint venture  partner.  In the case of
the Company,  these responsibilities are expected to include the contribution of
necessary  strategic,  technical and creative skills and (in certain  instances)
financial  assistance in  developing  the joint  venture's  Web site.  The joint
venture  partner's  responsibilities  will include the  furnishing  of the joint
ventures'  products or services,  the content for the joint ventures' Web sites,
and the related  business  expertise.  The Company expects that it and its joint
venture  partner will have  management  authority with respect to the respective
areas for which  they have  responsibility.  The  capital  contributions  of the
venturers  should be fairly  minimal,  and will be worked out on a  case-by-case
basis. The Company expects that as the joint ventures with  commerce-driven  Web
sites receive revenues,  such revenues will be first used to reimburse the joint
venture  partner  for the costs of  providing  the joint  venture's  product  or
services,  then such revenues will be used to pay other joint venture  expenses,
and then the remainder will be  distributed to the venturers in accordance  with
their  percentage  ownership.  A similar  scheme will be used for joint ventures
with  content-driven  Web sites,  except that the joint  ventures'  revenues are
expected to result from additional  advertising  and additional  subscription to
the underlying  hardcopy  publication  resulting from the Web sites. The Company
expects  that the  documentation  governing  the joint  venture  will  include a
buy-sell arrangement whereby either the Company or its joint venture partner may
terminate its relationship  with the other by setting the price and terms of the
purchase of one of the  venturer's  interest and allowing the other  venturer to
elect to sell to or buy out the  venturer  setting  the price and terms for such
price and upon such terms.  The Company also expects that the terms of the joint
ventures  will be renewable on an annual basis and the  documentation  governing
the joint venture will provide for the sale of the joint venture's business upon
dissolution  either to a third  party,  or to the  Company or its joint  venture
partner at an appraised price.

                     Other Electronic Commerce Opportunities

         In addition to the  development of the Company's  fee-for-services  and
brands-under-management   divisions,  the  Company  intends  to  consider  other
electronic commerce opportunities presented to it. The Company intends to select
only those  opportunities  (if any) that  present  the  greatest  likelihood  of
success.

                                  Acquisitions

         The Company originally intended to pursue an active acquisition program
in an effort to foster the  Company's  growth over and above the growth that can
be achieved  internally.  The Company had registered  5,000,000 shares of Common
Stock for this  purpose.  The  Company  does not now intend to conduct an active
acquisition  program,  but may consider  select  acquisitions  on a case-by-case
basis.  The  Company  does  not  now  have  any  possible   acquisitions   under
consideration.

         The Company has not developed, nor does it currently intend to develop,
a valuation model and a standardized transaction structure it will use. Instead,
the Company  anticipates  considering each acquisition on a case-by-case  basis.
However,  the Company expects that the purchase price for acquisition  candidate
will  be  based  on  quantitative   factors,   including   historical  revenues,
profitability,  financial  condition  and contract  backlog,  and the  Company's
qualitative   evaluation  of  the  candidate's   management  team,   operational
compatibility  and  customer  base.  Nonetheless,  the Company  expects that any
acquisition  would  assume the form of a merger in exchange for shares of Common
Stock.

         Any  acquisition  is expected to be  accounted  for using the  purchase
method of accounting.  Under this method of accounting,  for each acquisition, a
portion  of  the  purchase   price  would  be  allocated  to  the  tangible  and
identifiable  intangible assets acquired and liabilities  assumed based on their
respective fair values on the acquisition  date. This portion would include both
(i) amounts  allocated  to  in-process  technology  and  immediately  charged to
operations and (ii) amounts allocated to completed technology and amortized on a
straight-line  basis over the  estimated  useful life of the  technology  of six
months. The portion of the purchase price in excess of tangible and identifiable
intangible  assets and  liabilities  assumed  would be allocated to goodwill and
amortized on a  straight-line  basis over the estimated  period of benefit.  The
results of operations of the acquired entity would be consolidated with those of
the  Company  as of the date  the  Company  acquires  effective  control  of the
acquired  entity,  which generally would occur prior to the formal legal closing
of the transaction and the physical  exchange of acquisition  consideration.  In
addition,  the  Company  may grant  stock  options to  employees  of an acquired
company to provide them with an incentive  to  contribute  to the success of the
Company's  overall  organization.  As a result of both the  purchase  accounting
adjustments  and charges for the stock options just  described,  the Company may
incur significant non-cash expenses related to its acquisitions.

         Acquisitions  also a number of risks,  including adverse effects on the
Company's  reported  operating results from increases in goodwill  amortization,
acquired  in-process  technology,   stock  compensation  expense  and  increased
compensation  expenses  resulting from newly hired  employees,  the diversion of
management  attention,  risks  associated  with the  subsequent  integration  of
acquired businesses, potential disputes with the sellers of one or more acquired
entities and the failure to retain key acquired  personnel.  Client satisfaction
or  performance  problems  with an acquired firm also  materially  and adversely
affect the reputation of the Company as a whole,  and any acquired company could
significantly  fail  to  meet  the  Company's  expectations.  Due  to all of the
foregoing, any individual future acquisition may materially and adversely affect
the Company's  business,  results of  operations,  financial  condition and cash
flows. If the Company issues Common Stock to complete future  acquisitions as it
expects  to,  there will be  ownership  dilution to  existing  stockholders.  In
addition,  to the extent the Company chooses to pay cash  consideration  in such
acquisitions,  the Company may be required to obtain  additional  financing  and
there can be no  assurance  that such  financing  will be available on favorable
terms, if at all.

                              Intellectual Property

         The Company regards its service marks,  trademarks,  trade dress, trade
secrets and similar intellectual property as critical to its success, and relies
on trademark law, trade secret  protection  and  confidentiality  and/or license
agreements  with its  employees,  customers,  partners and others to protect its
proprietary  rights.  The Company pursues the registration of its trademarks and
service marks in the U.S.,  and has applied for the  registration  of certain of
its trademarks and service marks.  Effective trademark,  service mark, and trade
secret  protection  may not be available in every country in which the Company's
products and services are made available electronically. The Company may license
to third  parties  in the  future  certain of its  proprietary  rights,  such as
trademarks.  While the  Company  will  attempt to ensure that the quality of its
brands are  maintained by such  licensees,  there can be no assurance  that such
licensees will not take actions that might materially adversely affect the value
of the Company's  proprietary rights or reputation,  which could have a material
adverse effect on the Company's  business,  prospects,  financial  condition and
results of  operations.  There can be no  assurance  that the steps taken by the
Company to protect its proprietary rights will be adequate or that third parties
will not infringe or misappropriate  the Company's  trademarks,  trade dress and
similar  proprietary  rights. In addition,  there can be no assurance that other
parties will not assert infringement claims against the Company. The Company may
be subject to legal  proceedings  and claims  from time to time in the  ordinary
course  of  its  business,  including  claims  of  alleged  infringement  of the
trademarks  and  other  intellectual  property  rights of third  parties  by the
Company and its licensees. Such claims, even if not meritorious, could result in
the expenditure of significant financial and managerial resources.

                              Market and Marketing

         With respect to the Company's  fee-for-service  division, the Company's
marketing  efforts are  dedicated to  demonstrating  to key  decision  makers in
prospective  clients the benefits of electronic commerce and the use of Internet
solutions,  and the  effectiveness  of the  Company's  services.  The  Company's
marketing program strives to accomplish the following:

         *        Enhance the Company's  Brand.  The continued  strengthening of
                  the  Company's  brand is  crucial  to the  achievement  of the
                  Company's  objective  of  becoming a  recognized  provider  of
                  Internet   professional    services.   The   Company's   brand
                  development efforts are designed to reinforce the message that
                  the Company can provide a complete  range of services to build
                  and deploy electronic commerce and Internet solutions.

         *        Develop  Marketing and Sales Tools.  The Company has developed
                  marketing and sales  materials to be used in  connection  with
                  the Company's  business  generation  efforts.  These materials
                  center  upon a  brochure  regarding  the  Company's  web-based
                  communication   service.   These  materials  are  designed  to
                  increase the  effectiveness of the sales and marketing efforts
                  of the Company.

         *        Generate Client Leads. The Company's  marketing  campaigns are
                  intended to generate client leads through the use of multiple
                  forms of media,  with  in-person  sales calls  comprising the
                  primary form at this time. In fiscal 1999,  the Company
                  conducted a marketing  campaign  regarding its web-based
                  communication  service. This campaign was directed to large
                  public  relations  agencies based in New York, San Francisco
                  and London. Currently,  the  Company's  marketing  campaign
                  regarding its  web-based  communication  service is on hold
                  pending  the  possible  redefinition  of the  Company's
                  relationship  with L&H.  The  Company is currently formulating
                  a marketing  campaign  for the  iHomeline.com  project.  The
                  commencement  of these  marketing campaigns is currently
                  indefinite.

         In the future, the Company may employ a variety of other media, program
and product  development,  business  development and  promotional  activities to
market  its  fee-for-service  division.  For  example,  the  Company  may  place
advertisements on various Web sites.  These  advertisements  should usually take
the form of banners  that  encourage  readers to click  through  directly to the
Company's  Web sites.  The Company  also may enter into  co-marketing  agreement
pursuant  to which links to the  Company's  Web sites will be featured on other,
non-Company Web sites.  The Company also may engage in a coordinated  program of
print  advertising  in  specialized  and  general  circulation   newspapers  and
magazines.  The Company hopes that in the future it will receive free  publicity
such in the  form of being  featured  in a wide  variety  of  television  shows,
articles and radio programs and  widely-read  portions of the Internet,  such as
portions included on Netscape and Yahoo!

         With respect to the  Company's  brands-under-management  division,  the
Company's  marketing  strategies will be designed to strengthen its brand names,
increase  customer  traffic to its Web sites,  build  strong  customer  loyalty,
maximize repeat purchases and develop  incremental  revenue  opportunities.  The
Company intends to build customer loyalty by creatively  applying  technology to
deliver  personalized  programs  and  service,  as well as creative and flexible
merchandising.  The Company  will be able to provide  increasingly  targeted and
customized  services by using the extensive  customer  preference and behavioral
data  obtained as a result of its  experience.  The  Internet  allows  rapid and
effective  experimentation  and  analysis,  instant user  feedback and efficient
"redecorating  of the  store  for each and  every  customer,"  all of which  the
Company intends to incorporate in its merchandising.  In contrast to traditional
direct-marketing  efforts, the Company's personalized notification services will
send  highly  customized  notices to  customers  at their  request.  By offering
customers a compelling and personalized value proposition, the Company will seek
to increase the number of visitors  that make a purchase,  to  encourage  repeat
visits  and  purchases  and  to  extend  customer  retention.  Loyal,  satisfied
customers also generate word-of-mouth advertising and awareness, and are able to
reach thousands of other customers and potential  customers because of the reach
of electronic commerce.

                                   Technology

         The Company has implemented a broad array of site management,  customer
interaction,  transaction-processing  and fulfillment services and systems using
commercially available, licensed technologies. The Company's current strategy is
to license commercially  available technology whenever possible rather than seek
internally developed solutions.

         The Company will use a set of applications for accepting and validating
customer orders, organizing, placing and managing orders with vendors, receiving
product and assigning it to customer orders,  and managing  shipment of products
and services to customers based on various ordering criteria. These applications
will also manage the process of  accepting,  authorizing  and charging  customer
credit  cards.  In  addition,  the  Company's  systems will allow it to maintain
ongoing automated e-mail  communications with customers  throughout the ordering
process at a negligible  incremental  cost.  These  systems will  automate  many
routine  communications  entirely,  facilitate  management  of  customer  e-mail
inquiries and allow  customers (on a self-service  basis) to check order status,
change their e-mail  address or password,  and check  subscriptions  to personal
notification services.

         A group of systems administrators and network managers will monitor and
operate the Company's Web sites,  network operations and  transaction-processing
systems.  The continued  uninterrupted  operation of the Company's Web sites and
transaction-processing systems is essential to the Company's businesses, and the
site operations  staff is expected to ensure,  to the greatest extent  possible,
the reliability of the Company's Web sites and transaction-processing systems.

                                   Competition

         In  general,  the  market  for  Internet   professional   services  and
electronic commerce are relatively new, intensely competitive,  rapidly evolving
and subject to rapid  technological  change. The Company expects  competition to
persist,  intensify  and increase in the future.  Barriers to entry are minimal,
and new  competitors  can enters these markets at a relatively low cost. Most of
the Company's current and potential competitors have longer operating histories,
larger client bases, longer relationships with clients and significantly greater
financial,  technical, marketing and public relations resources than the Company
and could  decide at any time to  increase  their  resource  commitments  to the
Company's  markets.  In  addition,  these  markets  are  subject  to  continuing
definition,  and, as a result,  the core  business  of certain of the  Company's
competitors may better position them to compete in these markets as they mature.
Competition of the type described above could  materially  adversely  affect the
Company's business, results of operations and financial condition.

         With regard to the  Company's  fee-for-services  division,  the Company
believes  that the  principal  competitive  factors in its market are  strategic
expertise,   technical   knowledge  and  creative  skills,   brand  recognition,
reliability of the delivered solution, client service and price. There can be no
assurance that existing or future competitors will not develop or offer services
that provide significant  performance,  price, creative or other advantages over
those offered by the Company,  which could have a material adverse effect on the
Company's business,  results of operations and financial condition.  The Company
has no  patented  technology  that would  preclude or inhibit  competitors  from
entering the Internet professional services market.

         With  regard to the  Company's  brands-under-management  division,  the
Company believes that the principal  competitive  factors in its markets will be
brand  recognition,   selection,   personalized  services,  convenience,  price,
accessibility, customer service, quality of editorial and other site content and
reliability  and  speed of  fulfillment,  and the  Company  intends  to  compete
vigorously in all of these  aspects.  Nonetheless,  electronic  retailers may be
acquired  by,  receive   investments   from  or  enter  into  other   commercial
relationships with larger,  well-established and well-financed  companies as use
of the Internet and  electronic  commerce  increases.  Certain of the  Company's
competitors  may be able to secure  merchandise  from vendors on more  favorable
terms,  devote greater resources to marketing and promotional  campaigns,  adopt
more  aggressive   pricing  or  inventory   availability   policies  and  devote
substantially more resources to their Web sites and systems development than the
Company.  Increased competition may result in reduced operating margins, loss of
market share and a diminished brand franchise.  Further, as a strategic response
to changes in the  competitive  environment,  the  Company may from time to time
make certain pricing,  service or marketing decisions or acquisitions that could
have a material adverse effect on its business,  prospects,  financial condition
and  results of  operations.  In  addition,  companies  that  control  access to
transactions  through network access or Web browsers could promote the Company's
competitors or charge the Company a substantial fee for inclusion.



                                    Employees

         The Company  currently has only one employee,  Greg J. Micek. Mr. Micek
currently  devotes all of his business  time and  attention to the Company.  The
Company  expects  that it may have as many as five to ten  employees  within the
next  year,  excluding  employees  of  any  acquired  businesses.  Although  the
competition  for employees is fairly  intense,  the Company does not now foresee
problems in hiring additional qualified employees to meet its labor needs.

                                   Facilities

         The Company  currently  leases a small  amount of office  space for its
corporate offices on a month-to-month basis and a small amount of rack space for
servers  in GTE's  data-center  based in Phoenix on a  year-to-year  basis.  The
Company also owns the  intellectual  property rights in its domain names and Web
sites. The Company does not own any significant tangible property.

ITEM 3.  LEGAL PROCEEDINGS

         Since  the date of its  organization  through  the date of this  Annual
Report, the Company has not been involved in any legal proceedings. There can be
no  assurance,  however,  that the Company will not in the future be involved in
litigation incidental to the conduct of its business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         None.

                                    PART II.

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.

         The  Company's  common stock (the "Common  Stock") is traded on the OTC
Bulletin  Board under the symbol  "JVWB".  As of June 30, 1999,  the Company had
approximately  235 holders of record.  Trading in the Common Stock  commenced on
June 30, 1998. Presented below are the high and low closing prices of the Common
Stock for the periods indicated: <TABLE> <CAPTION>

                                                                       High(1)          Low(1)

<S>                                                                   <C>               <C>
         Fiscal year ending June 30, 1999:

         Fourth Quarter                                                $1.81            $ .43

         Third Quarter                                                 $ .78            $ .36

         Second Quarter                                               $ .562            $ .125

         First Quarter                                                 $1.250            $ .406


         Fiscal year ended June 30, 1998:

         Fourth Quarter                                                $ .75            $ .75

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

         (1)      Reflects sole trade to occur during fiscal 1998 on June 30, 1998, the date trading in the Common Stock commenced.
</TABLE>


         The Company has never paid cash  dividends,  and has no  intentions  of
paying cash dividends in the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

          The  following  discussion  provides  information  to  assist  in  the
understanding  of the Company's  financial  condition and results of operations,
and should be read in  conjunction  with the  financial  statements  and related
notes appearing elsewhere herein.

SUMMARY

In general,  JVWeb is structured to pursue two main business activities:  1) the
joint venturing of Brands that have strong on-line  commerce  potential,  and 2)
the building of a strong fee for service division to deepen our capabilities. In
the fourth quarter of fiscal YE 6/30/99,  management initiated the operation and
generation of revenue in its fee for service division.  It also entered into its
first joint venture relationship, involving www.ihomeline.com.

The  overall  performance  of the  company  over the last  year had a number  of
disappointing  elements  to it.  The  unwinding  of  the  Wall  Street  Whispers
transaction,  despite  management's  belief as to it being the right decision at
the  time,   represented  a  loss  of  momentum.   The  considerable  effort  in
establishing  our New York presence,  initiating the web-based  crisis services,
and lack of anticipated  support from our European  services group,  combined to
cause us to fall considerably  short of our goals for this program.  We continue
to strive for success in this area,  and do have some  promising  opportunities.
However,  if those  opportunities  do not  materialize  into revenue  generating
business,  we may need to abandon  this area.  Our hosting  facility in Phoenix,
co-located  with  GTE,  remains  a viable  asset of the  company,  although  the
European hosting opportunities are proving difficult to acquire.

In the fourth  quarter,  we entered  into a 5% equity  position  with an on-line
music website. We invested considerable efforts with that business in the fourth
quarter,  as they were one of the  sponsors  of  Woodstock,  held in July.  As a
result of that effort,  JVWEb has gained  considerable  industry  and  technical
knowledge  in the entire  electronic  downloading  of music  phenomenon.  We are
presently aggressively pursuing opportunities to capitalize on that knowledge.

Promising areas of pursuit remain our core business  strategy of joint venturing
with  viable  brands.  The  www.ihomeline.com  website  is  now  completing  its
demonstration  site,  and is  expected to be  available  for viewing in the near
future.   We  are  actively   discussing  with  two  other  brands  for  similar
relationships.  This area is anticipated  to remain our primary  pursuit for the
upcoming  year. Our hosting  capability in Phoenix  remains a viable part of our
core strategy,  and is an attraction to prospective joint venture partners as we
had anticipated.

Our lack of  overall  funding  seriously  hindered  our  development  efforts in
pursuing our joint venture strategies. Despite that, we successfully established
the joint venture surrounding the  www.ihomeline.com  project. We are continuing
to look for creative  strategies to establish  joint  ventures,  emphasizing our
business strengths and core competencies. We anticipate some success in pursuing
this strategy in the upcoming year.  However, we will continue to be hampered by
having access to only minimal funding capabilities.

Also as a general  point of reference,  the internet  commerce  environment,  in
which we operate,  continues  to be higly  volatile.  Business  dynamics  change
almost daily. We are affected by these changing  dynamics on a daily basis.  For
example,  the large  public  relations  firms that we targeted in the spring and
summer clearly have a great need for our crisis services. However, as we pursued
those  relationships,  technology  contributed to providing  these agencies with
internal solutions (or at least the perception of an internal  solution),  which
hindered our marketing efforts.

INCOME STATEMENT
Revenue.  The company  generated  meaningful  consulting  revenues in the fourth
quarter,  primarily  through one engagement.  Unfortunately,  the  unpredictable
nature of internet  business forces has  contributed to serious  questions as to
the  collectibility  of that invoice.  Revenue for  web-hosting  began in April,
1999, and we are hopeful it will grow as new customers are added.

General  and  Administrative   Expenses.   A  material  percentage  of  the  G&A
expenditures  represented  travel and other marketing costs  associated with the
establishment of a presence in New York and California,  as well as the research
costs  with  evaluating  various  joint  venture  opportunities.  Remaining  G&A
expenditures were related to the costs of being a public company,  including the
associated costs of maintaining a fully reporting status with the S.E.C.

BALANCE SHEET
Current  Assets:   Cash  balance  reported  was  due  primarily  to  shareholder
contributions.  The short term note receivable was to a primary client,  and was
guaranteed by a principal shareholder of that client.

Notes  Payable  to  founding  shareholder.   On  June  30,  1999,  the  founding
shareholder  purchased the  outstanding  loans  advanced to the company by other
related parties.

CAPITAL REQUIREMENTS

As stated above,  the founding  shareholder  has been, and continues to provide,
minimum funding requirements for the company, although he is under no obligation
to do so. If the founding  shareholder would decide to discontinue  funding, the
company  would  be  required  to seek  alternative  financing,  which  would  be
uncertain.  Management is continually  evaluating the performance of the company
over this next fiscal year.  Alternative  business  strategies may be considered
this next year if business  operations  fail to produce desired  results,  of if
necessary financing becomes unavailable.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The report of Company's Independent Auditors appear at Page F-1 hereof,
and the Financial  Statements of the Company  appear at Page F-2 through  F-9
hereof.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         Not applicable.

                                    PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>

         Name                                        Age               Positions

<S>     <C>                                          ,C>               <C>
         Greg J. Micek                               44                Director, President

         Lewis E. Ball                               68                Director, Treasurer & Secretary

         Kevin Dotson                                34                Key Consultant
</TABLE>

         Greg J. Micek has served as a Director  and  President  of the  Company
since inception.  Since 1983, Mr. Micek has been a principal of The Micek Group,
a business  consulting firm. In this connection,  from June 1996 to June 1997 he
served as President and Chief  Executive  Officer of  HyperDynamics  Corporation
(formerly  Ram-Z  Enterprises,  Inc.),  a publicly  traded  company  focusing on
technology acquisitions.  In addition, from 1992 to 1994 Mr. Micek served as the
Project Manager for the City of Austin's Small Contractor  Support Network,  and
from 1991 to 1992, he served as a business reorganization  consultant for Parker
Brothers,  Inc.  Mr.  Micek  received  a  Bachelor  of Arts and a  Doctorate  of
Jurisprudence from Creighton University.

     Lewis E. Ball has served as a director of the Company  since  November  15,
1997. He has been a financial  consultant  to a number of companies  since 1993.
From June 1996 to January 1997, Mr. Ball served as the Chief  Financial  Officer
of HyperDynamics  Corporation  (formerly Ram-Z Enterprises,  Inc.). Mr. Ball has
many years of industry  experience as a Chief Financial  Officer and Director of
several major public companies, including Stewart & Stevenson Services, Inc. and
Richmond  Tank  Car  Company  (from  1983 to  1993).  He is a  Certified  Public
Accountant and a Certified Management Accountant.  Mr. Ball earned a Bachelor of
Business  Administration  in  Finance  from the  University  of Texas at Austin,
followed by post-graduate studies in accounting at the University of Houston.

     Kevin Dotson has served as a key  consultant to the Company since  December
1, 1997.  Since 1995, Mr. Dotson has owned  MicroVision  Solutions,  an Internet
consulting and Web development  company.  From 1994 to 1995, he worked as a data
entry specialist for Columbia/HCA SMBC in Houston.  Earlier he had served in the
United  States  Army for five years  training  military  personnel  on  computer
systems. Mr. Dotson attended Arizona State University.

         The authorized number of directors of the Company is presently fixed at
two. Each  director  serves for a term of one year that expires at the following
annual stockholders'  meeting.  Each officer serves at the pleasure of the Board
of Directors and until a successor has been qualified and appointed.  Currently,
directors of the Company receive no remuneration for their services as such, but
the Company will reimburse the directors for any expenses  incurred in attending
any directors meeting.

         There  are  no  family   relationships,   or  other   arrangements   or
understandings  between or among any of the  directors,  executive  officers  or
other  person  pursuant to which such person was selected to serve as a director
or officer.

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), requires that the Company's officers and directors,  and person
who own more than ten  percent of a  registered  class of the  Company's  equity
securities,  file  reports  of  ownership  and  changes  in  ownership  with the
Securities  and Exchange  Commission  and furnish the Company with copies of all
such Section 16(a) forms. Based solely on its review of the copies of such forms
received by it and written  representations  from certain reporting person,  the
Company believes that the only failure of one of the Company's officer, director
or greater  than ten  percent  stockholder  to comply  with all such  applicable
filing  requirements  was the  failure  of Greg J.  Micek,  a  director  and the
President  of the  Company,  to file timely  Form 4's and a Form 5 (required  by
virtue of his failure to file the Form 4's) with respect to exchanges  occurring
in fiscal 1999 of certain shares held by him for certain  promissory  notes held
by another  party  against the Company.  Subsequently,  Mr. Micek filed a Form 5
with respect to such exchanges.

ITEM 10.  EXECUTIVE COMPENSATION.

                           Summary Compensation Table

         The following table sets forth the compensation  paid by the Company to
its Chief  Executive  Officer for services in all  capacities to the Company (no
executive  officer  of the  Company  had total  annual  salary and bonus for the
fiscal years ended June 30, 1999 or 1998 exceeding $100,000).

                                           Summary Compensation Table (1)

<TABLE>
<CAPTION>
                                      Annual                  Long-Term
                                   Compensation               Compensation

(a)                        (b)              (c)               (e)               (g)
                           Fiscal
Name and                   Year                               Other Annual      Securities Underlying
Principal Position         Ended            Salary            Compensation      Options (number of shares)

<S>                        <C>               <C>                   <C>                     <C>
Greg J. Micek              6/30/99           (2)               -0-                     -0-
Chief Executive            6/30/98           (2)               -0-               2,000,000
Officer and
President
-----------------
</TABLE>

(1)      The Columns designated by the SEC for the reporting of certain bonuses,
         long-term compensation, including awards of restricted stock, long term
         incentive  plan  payouts,   and  all  other  compensation,   have  been
         eliminated as no such bonuses,  awards,  payouts or  compensation  were
         awarded to, earned by or paid to any specified person during any fiscal
         year covered by the table.
(2)      Mr.  Micek is entitled  to an annual  salary of  $60,000;  however,  he
         voluntary  elected  not to receive  any  portion  of his salary  during
         fiscal 1999 or fiscal 1998.

                               Stock Option Grants

         The  Company  did not grant any stock  options  during the fiscal  year
ended June 30, 1999.

                  Option Exercises/Value of Unexercised Options

         The  following  table sets forth the  number of  securities  underlying
options  exercisable  at June  30,  1999,  and the  value  at June  30,  1999 of
exercisable in-the-money options remaining outstanding as to the Chief Executive
Officer of the Company. No SAR's of any kind have been granted.

                       Aggregated Option Exercises in Last
                  Fiscal Year and Fiscal Year End Option Values
<TABLE>
<CAPTION>

(a)                                         (d)                                         (e)

                                    Number of Securities
                                    Underlying Unexercised                      Value of Unexercised
                                    Options at June 30, 1999                    In-the-Money Options at
                                    (Numbers of Shares)                         June 30, 1999
Name                                Exercisable                                 Exercisable

<S>                                 <C>                                         <C>
Greg J. Micek                       2,000,000                                   $1,550,000(2)
---------------------
</TABLE>

(1)      The Columns  designated  by the SEC for the  reporting of the number of
         shares  acquired on exercise,  the value  realized,  and the number and
         value of unexercisable  options have been eliminated as no options were
         exercised and no  unexercisable  options existed during the fiscal year
         covered by the table.
(2)      The price of the  Common  Stock used for  computing  this value was the
         $.875  per  share  closing  bid  price of the  Common  Stock on the OTC
         Bulletin Board on June 30, 1999.

                                   Other Plans

         The Company has no other deferred  compensation,  pension or retirement
plans in which executive officers participate.

                                      Compensation Agreement with Key Personnel

         The  Company  has  entered  into an  employment  agreement  (the "Micek
Employment  Agreement")  with Greg J. Micek, a Director and the President of the
Company.  The  Micek  Employment  Agreement  has a term of three  years and will
expire in accordance with its terms in November 2000. Under the Micek Employment
Agreement,  Mr. Micek is to receive an annual salary of $60,000,  although as of
September  18,  1998,  he not yet  received  any payment from the Company on his
salary.  Mr.  Micek is also  entitled  to  participate  in any and all  employee
benefit plans hereafter  established for the employees of the Company. The Micek
Employment  Agreement  contains a covenant not to compete barring Mr. Micek from
engaging in the electronic  commerce business anywhere in the world for one year
after the  termination  of the Micek  Employment  Agreement  by the Company with
cause or by Mr. Micek without cause.

         The Company  has  entered  into a  consulting  agreement  and two stock
option agreements  (collectively,  the "Dotson Agreements") with Kevin Dotson, a
person who provides  Internet  consulting  services to the Company.  The Company
pays to Mr.  Dotson  $5,000 in cash per  month.  Pursuant  to one of the  Dotson
Agreement,  the Company  issued to Mr. Dotson  fully-vested  options to purchase
120,000  shares of Common Stock at a purchase price per share of $.10 and 20,000
shares of Common  Stock at a  purchase  price  per  share of $.25.  Pursuant  to
another Dotson  Agreement,  the Company issued to Mr. Dotson options to purchase
200,000  shares of Common Stock at a purchase  price per share of $.25. Of these
200,000  shares,  the option  vested with respect to 8,000 shares on the date of
the grant,  and the option will vest with respect to an additional  8,000 shares
every 30 days thereafter until the option is fully vested.  As of June 30, 1999,
Mr. Dotson had become vested with respect to 112,000 of these  optioned  shares.
Each option  issued under a Dotson  Agreement has a term of five years after the
date it is issued or vested, whichever occurs last.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The  following  table  sets  forth  as of  June  30,  1999  information
regarding  the  beneficial  ownership  of Common Stock (i) by each person who is
known by the Company to own beneficially more than 5% of the outstanding  Common
Stock;  (ii) by each  director;  and (iii) by all  directors  and  officers as a
group. <TABLE> <CAPTION>

                                                                           Beneficial Ownership
         Name and Address of                                               Prior to Offering(1)
         Beneficial Owner                                                Number           Percent

<S>        <C>                                                             <C>             <C>
         Greg J. Micek                                                      7,750,000(2)      68.0%
         5444 Westheimer, Suite 2080
         Houston, Texas 77056

         Lewis E. Ball                                                        110,000          1.2%
         6122 Valley Forge
         Houston, Texas 77057

         All directors and officers                                         7,860,000(3)      69.0%
         as a group (two persons)
</TABLE>


(1)      Includes  shares  Stock  beneficially  owned  pursuant  to options  and
         warrants  exercisable  within  60 days  after  the date of this  Annual
         Report.
(2)      Includes  5,750,000 shares owned outright and 2,000,000 shares that may
         be purchased pursuant an option currently exercisable.
(2)      Includes  5,860,000 shares owned outright and 2,000,000 shares that may
         be purchased pursuant an option currently exercisable.

*        Less than one percent.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In connection with the organization of the Company,  the Company issued
to Mr. Micek 6.2 million shares of Common Stock in consideration of a payment of
$62,000. The terms and conditions of Mr. Micek's employment with the Company and
the  grant of a stock  option to him in this  connection  are  discussed  in the
subsection  captioned  "Compensation  Agreement with Key Personnel"  immediately
preceding.

     Between  October  1997 and early  June  1999,  John J.  Micek,  Jr.  loaned
$200,000 to the Company.  John J. Micek,  Jr. is the father of Greg J. Micek,  a
director  and the  President of the Company.  Such loans were  represented  by a
number of demand promissory notes bearing interest at a rate of nine percent per
annum. During fiscal 1999, Greg J. Micek acquired from John J. Micek, Jr. all of
these  promissory  notes in exchange for 300,000 shares of the Company's  common
stock held by him. As of June 30, 1999,  the total balance owed to Greg J. Micek
on these promissory notes was approximately $_____________.

         As  a  finder's  fee  for  making  the  introductions  leading  to  the
investment of LS Capital in the Company and for a payment of $.01 per share, the
Company  issued to Lewis E. Ball, a director of the Company,  100,000  shares of
Common Stock. In consideration of services provided to the Company,  the Company
issued to Mr. Ball 20,000 shares of Common Stock.


                                    PART IV.

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) Documents filed as part of this report:
<TABLE>

1.  Consolidated Financial Statements:
<S>                                                                                                           <C>

          Report of Independent Auditors .......................................................................F-1

          Consolidated Balance Sheets as of June 30, 1999 ..................................................... F-2

          Consolidated Statements of Income for the years ended June 30, 1999 and 1998 ......................   F-3

          Consolidated Statements of Stockholders' Equity for the years ended June 30, 1999 and 1998 ........  .F-4

          Consolidated Statements of Cash Flows for the years ended June 30, 1999 and 1998 ..................   F-5

          Notes to Consolidated Financial Statements .........................................................  F-6
</TABLE>

2.  Financial Statement Schedules:

          Schedule II - Valuation and Qualifying Accounts

3.  Exhibits:

         The  following  exhibits  are  filed  with  this  Annual  Report or are
incorporated herein by reference:
<TABLE>
<CAPTION>

Exhibit No.       Description

<S>                 <C>
3.01              Certificate  of  Incorporation  of the  Company  is  incorporated  herein by  reference  from the  Company's
                  Registration  Statement on Form SB-2 (SEC File No.  333-41635)  filed  December 29, 1997,  Item 27,  Exhibit
                  3.01.
3.02              Bylaws of the Company is incorporated herein by reference from the Company's  Registration Statement on Form
                  SB-2 (SEC File No. 333-41635) filed December 29, 1997, Item 27, Exhibit 3.02.
4.01              Specimen  Common Stock  Certificate  is  incorporated  herein by reference  from the Company's  Registration
                  Statement on Form SB-2 (SEC File No. 333-41635) filed December 29, 1997, Item 27, Exhibit 4.01.
4.02              Warrant  Agreement dated December 15, 1997 between the Company
                  and American  Stock  Transfer & Trust Company is  incorporated
                  herein by reference from the Company's  Registration Statement
                  on Form SB-2 (SEC File No.
                  333-41635) filed December 29, 1997, Item 27, Exhibit 4.02.
4.03              First  Amendment to Agreement dated March 31, 1998 between the
                  Company and American Stock Transfer Company & Trust Company is
                  incorporated  herein by reference  from Amendment No. 2 to the
                  Company's  Registration Statement on Form SB-2/A (SEC File No.
                  333-41635) filed April 21, 1998, Item 27, Exhibit 4.03.
4.04              Second  Amendment to Agreement dated April 15, 1998 between the Company and American Stock Transfer  Company
                  & Trust  Company is  incorporated  herein by reference  from the  Company's  Registration  Statement on Form
                  SB-2/A (SEC File No. 333-74381) filed March 15, 1999, Item 27, Exhibit 4.04.
10.01             Agreement dated November 15, 1997 between the Company and LS Capital  Corporation is incorporated  herein by
                  reference from the Company's  Registration  Statement on Form SB-2 (SEC File No.  333-41635)  filed December
                  29, 1997, Item 27, Exhibit 10.01.
10.02             Employment  Agreement  dated  December 1, 1997 by and between the Company and Greg J. Micek is  incorporated
                  herein by reference from the Company's  Registration  Statement on Form SB-2 (SEC File No.  333-41635) filed
                  December 29, 1997, Item 27, Exhibit 10.02.
10.03             Stock  Option  Agreement  dated  December  1, 1997  executed  by the  Company  in favor of Greg J.  Micek is
                  incorporated  herein by reference  from  Amendment  No. 1 to the  Company's  Registration  Statement on Form
                  SB-2/A (SEC File No. 333-41635) filed February 27, 1998, Item 27, Exhibit 10.03.
10.04             Stock Option  Agreement  dated  December 17, 1997  executed by the Company in favor of Dudley R. Anderson is
                  incorporated  herein by reference  from  Amendment  No. 1 to the  Company's  Registration  Statement on Form
                  SB-2/A (SEC File No. 333-41635) filed February 27, 1998, Item 27, Exhibit 10.04.
10.05             Stock  Option  Agreement  dated  December  1,  1997  executed  by the  Company  in favor of Kevin  Dotson is
                  incorporated  herein by reference  from  Amendment  No. 1 to the  Company's  Registration  Statement on Form
                  SB-2/A (SEC File No. 333-41635) filed February 27, 1998, Item 27, Exhibit 10.05.
10.06             Stock  Option  Agreement  dated  December 1, 1997  executed by the  Company in favor of G-2  Advertising  is
                  incorporated  herein by reference  from  Amendment  No. 1 to the  Company's  Registration  Statement on Form
                  SB-2/A (SEC File No. 333-41635) filed February 27, 1998, Item 27, Exhibit 10.06.
10.07             First  Amendment  dated April 14,  1998 to  Agreement  dated  November  15, 1997  between the Company and LS
                  Capital Corporation is incorporated  herein by reference from Amendment No. 2 to the Company's  Registration
                  Statement on Form SB-2/A (SEC File No. 333-41635) filed April 21, 1998, Item 27, Exhibit 10.07.
10.08             Agreement  dated April 20, 1998 between the Company and LS Capital  Corporation  is  incorporated  herein by
                  reference  from  Amendment  No. 2 to the  Company's  Registration  Statement  on Form  SB-2/A  (SEC File No.
                  333-41635) filed April 21, 1998, Item 27, Exhibit 10.08.
10.09             Asset  Purchase  Agreement  dated  July 31,  1998 by and among
                  Market Data Corporation and Time Financial Services,  Inc. (as
                  sellers) and the Company (as purchaser) is incorporated herein
                  by reference from the Company's (SEC File No. 0-24001) Current
                  Report on Form 8-K dated July 31,  1998,  Item  7(c),  Exhibit
                  10.01.
10.10             Agreement  dated  August  3,  1998  by and  between  Equitrust  Mortgage  Corporation  and  the  Company  is
                  incorporated  herein by reference  from the  Company's  Current  Report on Form 8-K dated July 31, 1998 (SEC
                  File No. 0-24001), Item 7(c), Exhibit 10.02.
10.11             Promissory  Note  dated  August 3, 1998 in the  original  principal  amount of $50,000  made  payable by the
                  Company  to the order of  Equitrust  Mortgage  Corporation  is  incorporated  herein by  reference  from the
                  Company's Current Report on Form 8-K dated July 31, 1998 (SEC File No. 0-24001), Item 7(c), Exhibit 10.02.
10.12             Consulting  Services  Agreement dated February 15, 1999 by and
                  between the Company and Tanye Capital  Corp.  is  incorporated
                  herein by reference from the Company's  Registration Statement
                  on Form SB-2/A (SEC File No.
                  333-74381) filed March 15, 1999, Item 27, Exhibit 10.12.
10.13             Master  Services  Agreement  dated March 1999  between the  Company and Lernout & Hauspie  Speech  Products,
                  S.A./N.V.
10.14             Exchange Agreement dated April 12, 1999 between the Company and AMP3.com, LLC
21.01             Subsidiaries of Registrant
23.01             Consent of Malone & Bailey, PLLC
99.01             The Company's  1998  Consultant  Compensation  Plan is  incorporated  herein by reference from the Company's
                  Registration Statement on Form S-8 (SEC File No. 333-55979) filed June 3, 1998, Item 8, Exhibit 4.02.
</TABLE>

          (b)     Reports on Form 8-K

                  The  Registrant  filed no report on Form 8-K  during  the last
quarter of its 1999 fiscal year.
<PAGE>





                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
   JVWeb, Inc.
   Houston, Texas

We have  audited  the  accompanying  balance  sheet of JVWeb,  Inc.,  a Delaware
corporation,  as of June 30,  1999,  and the  related  statements  of  expenses,
stockholders'  equity,  and cash  flows for year  then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of JVWeb,  Inc., as of June 30,
1999,  and the results of its  operations and its cash flows for year then ended
in conformity with generally accepted accounting principles.

MALONE & BAILEY, PLLC
Houston, Texas


October 10, 1999


                                       F-1
<PAGE>

                                   JVWeb, Inc.
                                  Balance Sheet
                               As of June 30, 1999


                                   ASSETS
<TABLE>
<S>                                                                                       <C>

Cash                                                                               $    42,724
Note receivable                                                                         50,333
Prepaid professional fees                                                               32,713
Prepaid insurance                                                                       45,224

     Total Current Assets                                                              170,894

Office equipment and furniture (net of
     $1,700 accumulated depreciation)                                                    2,690

AMP3.com LLC Investment                                                                    100,000

     Total Assets                                                                  $   273,584


      LIABILITIES & STOCKHOLDERS' EQUITY

Accounts payable                                                                   $    54,751
Notes payable to founding shareholder                                                  161,638
Note payable to insurance company                                                       34,510

     Total Liabilities                                                                 250,899

Preferred stock, $0.01 par, 10,000,000
     shares authorized, no shares issued or
     outstanding                                                                          -
Common stock, $0.01 par, 50,000,000 shares
     authorized, 9,327,557 shares issued and
     outstanding                                                                        93,276
Paid-in capital                                                                      1,241,236
Accumulated deficit stage                                                           (1,311,827)

     Total Stockholders' Equity                                                         22,685

     Total Liabilities & Stockholders' Equity                                      $   273,584

</TABLE>







                       See notes to financial statements.
                                       F-2


<PAGE>

                                   JVWeb, Inc.
                                Income Statement
                      For the Year  Ended  June 30,  1999  and the  Period  from
                  October 28, 1997 (Inception)
                              Through June 30, 1998
<TABLE>
<CAPTION>

                                                                         1999            1998

<S>                                                                    <C>                    <C>
REVENUES                                                               $   220,825            $     190
COST OF SALES                                                              53,286                    48

Gross Margin                                                              167,539                   142

EXPENSES
General and administrative                                               1,295,154              174,338
Depreciation                                                                 1,463                  530
                                                                         1,296,617              174,868

Operating (Loss)                                                        (1,129,078)            (174,726)

INTEREST INCOME (EXPENSE)                                               (    8,129)                 106

Net Deficit                                                            $(1,137,207)           $(174,620)


NET LOSS PER COMMON SHARE                                                $(   0.14)           $(   0.02)

WEIGHTED AVERAGE COMMON
      SHARES OUTSTANDING                                                 7,968,402            6,681,250



</TABLE>














                                        See notes to financial statements.
                                                        F-3
<PAGE>

                                   JVWeb, Inc.
                        Statement of Stockholders' Equity
                    Period from October 28, 1997 (Inception)
                              Through June 30, 1999


<TABLE>
<CAPTION>
                                                                                                              Accumulated
                                                                                                              Deficit
                                                                                                              During the
                                                     Common             Stock               Paid-in           Development
                                                     Shares               Amount            Capital              Stage    Totals

<S>                                                    <C>                   <C>            <C>                 <C>           <C>
      Shares issued at
         inceptionto founding
         shareholder
         for cash                                6,200,000              $62,000          $    7,516                      $   69,516

      Shares issued for cash                       700,000             7,000               48,000                            55,000

      Shares issued for
         Services                                  200,000                2,000              58,000                          60,000

      Shares issued as a
         Deposit on purchase
         of subsidiary                              70,000                  700              129,300                        130,000

      Returnable shares                                               (  130,000)                                         ( 130,000)

      Net (deficit)                                                                                          $(  174,620) ( 174,620)

      Balances,
         June 30, 1998                           7,170,000                71,700             112,816          (  174,620)     9,896


      Shares issued for cash                       939,597                 9,396             325,816                        335,212

      Shares issued for
         Services                                1,042,900               10,429             704,355                         714,784

      Deposit shares returned                   (   70,000)             (   700)                700

      Fractional shares issued                      45,060                  451          (      451)

      Shares issued for
         investment                                200,000                2,000               98,000)                       100,000

      Net deficit                                                                                           $(1,137,207)$(1,137,207)

      Balances,
         June 30, 1999                           9,327,557              $93,276          $ 1,241,236        $(1,311,827) $   22,685

</TABLE>


                                           See notes to financial statements.
                                                           F-4
<PAGE>

                                   JVWeb, Inc.
                             Statement of Cash Flows
                      For the Year  Ended  June 30,  1999  and the  Period  from
                  October 28, 1997 (Inception)
                              Through June 30, 1998
<TABLE>
<CAPTION>


                                                                                   1999                1998
<S>                                                                             <C>                     <C>
CASH FLOW FROM OPERATIONS
  Net deficit                                                                $(1,137,207)             $(174,620)
  Adjustments to reconcile net
deficit to cash provided from
operating activities
         Depreciation                                                              1,170                   530
         Common stock for services                                               714,784                60,000
         Writeoff of deposit on purchase
         of a subsidiary                                                                                25,000
Changes in:
         Employee advances                                                         2,550               (  2,550)
         Inventory                                                                 5,305               (  5,305)
         Prepaid expenses                                                       ( 58,337)              ( 19,500)
         Accounts payable                                                         46,936                  7,481

   NET CASH USED BY OPERATING ACTIVITIES                                        (399,799)              (133,964)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of office equipment & furniture                                                             (  4,390)
  Increase in loan receivable                                                   ( 50,000)
  Deposit on purchase of subsidiary                                                                    ( 25,000)

   NET CASH USED BY INVESTING ACTIVITIES                                        ( 50,000)              ( 29,390)

CASH FLOW FROM FINANCING ACTIVITIES
  Change in notes payable
       to founding shareholder                                                   123,638                38,000
  Proceeds from notes payable                                                     34,510                 1,250
  Payments on notes payable                                                     (  1,250)
  Issuance of common stock                                                       335,212               124,516

   NET CASH FROM FINANCING ACTIVITIES                                            492,110               163,766

   NET INCREASE IN CASH                                                           42,311                   412
   CASH AT BEGINNING OF YEAR                                                         412
   CASH AT END OF YEAR                                                         $  42,723          $        412
</TABLE>

                                        See notes to financial statements.
                                                        F-5

<PAGE>

                                   JVWEB, INC
                          NOTES TO FINANCIAL STATEMENTS


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations.  JVWeb, Inc.  ("Company") was formed October 28, 1997 as a
Delaware  corporation.  The Company  was formed to market and  develop  internet
sites as commercial sales outlets. The Company also provides internet consulting
services.

Use of estimates.  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
and  assumptions   that  affect  certain   reported   amounts  and  disclosures.
Accordingly, actual results could differ from those estimates.

Cash and cash equivalents.  For purposes of the cash flow statement, the Company
considers  highly liquid  investments  with maturities less than 90 days as cash
and cash equivalents.

Revenue  and cost  recognition.  Revenue  from  consulting  is  recognized  when
services are rendered. Advertising costs are expensed as incurred.

Inventories consist of imprinted sportswear and ad-specialty items.  Inventories
are stated at the lower of cost,  determined on the first-in,  first-out  (FIFO)
method, or market. As of June 30, 1999, and 1998, respectively,  inventory was $
0 and $5,305.

Office equipment and furniture are valued at cost.  Maintenance and repair costs
are charged to expense as incurred.  Gains and losses on disposition of property
and  equipment  are  reflected  in  income.  Depreciation  is  computed  on  the
straight-line method for financial reporting purposes, based on estimated useful
lives of 3 to 5 years.

Income  taxes.  Income taxes are  provided  for the tax effects of  transactions
reported in the  financial  statements  and consist of taxes  currently due plus
deferred taxes related primarily to depreciation differences.


NOTE B - AMP-3.COM, LLC INVESTMENT

On April 12,  1999,  the Company  agreed to exchange  200,000  shares of Company
common stock for a 5% ownership  interest in AMP-3.com,  LLC ("AMP-3"),  a Texas
limited  liability  start-up company  providing  Internet music retail sales and
promotion services to the music industry.

In April  1999,  the  Company  agreed to provide  consulting  services to AMP-3.
During April through June,  the Company  invoiced  AMP-3 $218,589 for consulting
services and related out-of-pocket  expenses,  with a further $9,800 in services
performed in July. AMP-3 has not paid or agreed to pay these charges. No further
services have been rendered.

On June 1, 1999,  the  Company  loaned  $50,000 to AMP-3 in  exchange  for an 8%
unsecured convertible subordinated promissory note due August 31, 1999. The note
was convertible into a .5% interest in AMP-3 anytime before August 31, 1999, and
no  conversion  was  elected.  The  note  was  not  paid at  that  time,  and no
arrangements for payment have been made. Payment was guaranteed  individually by
a stockholder of AMP-3.

                                       F-6


<PAGE>


                                   JVWEB, INC
                          NOTES TO FINANCIAL STATEMENTS


NOTE B - AMP-3.COM, LLC INVESTMENT (Continued)

AMP-3's  financial  situation is  undetermined.  The 5% investment is carried at
cost, as management  believes the near-term  collection  prospects are good. The
$218,589  account  receivable is fully  reserved by an  equivalent  charge to an
allowance for bad debts,  although  management  believes that the  likelihood of
eventual  collection  is good.  The $50,000 cash  investment  is carried at full
value  because of the positive  prospects  of AMP-3 and the implied  solvency of
their guaranteeing stockholder.


NOTE C - RELATED PARTY TRANSACTIONS

The founding  shareholder  contributed $69,516 cash for the initial common stock
issued.  The founding  shareholder  has loaned the Company  $161,638 and $23,000
individually  and $0 and $15,000 from a related  company as of June 30, 1999 and
1998, respectively. The balance is due upon demand and accrues interest at 9%.

The Company  entered into a three-year  employment  agreement  with the founding
shareholder  in October  1997  which  named him  President  of the  Company  and
provided an annual  salary of  $60,000.  The Company has not accrued or paid any
wages to date.

In October 1997,  the Company  granted  2,000,000  stock options to purchase the
Company's  common  stock at $0.10 per  share to the  founding  shareholder.  The
options may be exercised at any time and expire on October 30, 2002.


NOTE D - TIME FINANCIAL INVESTMENT

The Company  entered  into an Asset  Purchase  Agreement  in July 1998 with Time
Lending Services,  Inc. to purchase all the assets of a publication  called Wall
Street Whispers.  The purchase price of the publication is $140,000. The Company
paid $55,000 ($25,000 as of June 30, 1998) in cash, and issued 70,000 returnable
shares of the  Company's  common stock on June 29, 1998. As of October 29, 1998,
the purchase transaction had been abandoned. The $55,000 deposit was written off
and the shares were returned to the Company.


NOTE F - NOTE PAYABLE TO INSURANCE COMPANY

The Company  financed its  insurance  program with an insurance  note payable in
nine monthly  installments of $5,122,  including interest at 9%, due by June 30,
1999.


                                                        F-7


<PAGE>


                                   JVWEB, INC
                          NOTES TO FINANCIAL STATEMENTS


NOTE G - OPERATING LEASES

The Company is obligated on a corporate office lease in Houston, Texas and on an
electronic  web site lease in Arizona on a  month-to-month  basis for a total of
$3,000  and  $1,500  per  month  in the  years  ended  June 30,  1999 and  1998,
respectively.


NOTE H - CONSULTING AGREEMENTS

The Company has entered  into four  consulting  agreements  by which  options to
purchase the Company's  common stock at stipulated  prices  ranging from $.10 to
$1.00 per share were issued.  980,000 and 250,000 options were issued during the
years  ended June 30,  1999 and June 30,  1998,  respectively.  The  options are
subject to forfeiture on a prorata basis should the services  terminate prior to
the term of the agreement. Pursuant to two of the agreements, a variable monthly
cash retainer is also paid. Additionally, 140,000 shares of stock were issued to
these consultants  during the year ended June 30, 1999. The Company is obligated
to issue an additional  50,000 shares of stock to one of these  consultants over
the next year.

The Company has entered  into five  consulting  agreements  by which  options to
purchase the Company's common stock at prices approximating fair market value on
the date of grant are issued at a stipulated rate of shares per hour. During the
years ended June 30,  1999 and 1998,  respectively,  105,250 and 55,000  options
have been granted  under these  agreements.  20,000 shares were issued to one of
these consultants as additional compensation.

The Company  entered  into  another  consulting  agreement  which it canceled in
August 1998.  The Company issued 20,000 and 50,000 shares during the years ended
June 30,  1999 and 1998  respectively  under this  agreement  and has no further
liability to this consultant.

The Company  entered on March 31, 1999 a two year  agreement with one consultant
for business  services for $25,000 per  quarter,  payable in shares.  75,000 S-8
shares have been issued pursuant to this agreement.

                                                        F-8


<PAGE>


                                   JVWEB, INC
                          NOTES TO FINANCIAL STATEMENTS


NOTE H - CONSULTING AGREEEMENTS (Continued)

The  Company  issued  96,000  options and 420,000  shares to  consultants  whose
agreements began and terminated during the year ended June 30, 1999.


NOTE I - STOCK OPTIONS

Beginning at inception,  the Company adopted the disclosure requirements of FASB
Statement  123,  Accounting  for Stock Based  Incentive  Plans.  The Company has
granted  options  pursuant  to  its  stock  option  plan.  Grants  are  made  at
management's discretion,  and are compensation for services.  Additionally,  the
Company  issues  warrants from time to time . The stock option plan and warrants
issuances are  administered  by the Board of Directors of the Company,  who have
substantial  discretion  to  determine  which  persons,  amounts,  time,  price,
exercise  terms,  and  restrictions,  if any.  Both options and  warrants  carry
certain anti-dilution  provisions concerning stock dividends or splits,  mergers
and reorganizations.

The Company uses the intrinsic value method of calculating compensation expense,
as described and recommended by Accounting Principles Board (APB) Opinion No. 25
(Accounting  for Stock Issued to Employees) and permitted by FASB Statement 123.
Accordingly,  no compensation  expense has been recognized for the stock options
during the years ended June 30, 1999 and 1998.

Summary information on each are as follows:
<TABLE>
<CAPTION>

                                                                            Weighted                               Weighted
                                                                             Average                                Average
                                                                               Share                                  Share
                                                        Options                Price         Warrants                 Price
<S>                                                     <C>                     <C>            <C>
Year ended June 30, 1998:
     Granted and outstanding                           2,541,250               $0.12        1,500,000                 $1.00
Year ended June 30, 1999:
     Granted                                             985,000                0.53
     Exercised                                           432,400                0.26           26,262                  1.00
                                                       ---------               -----        ---------               -------
Outstanding at
     June 30, 1999                                     3,093,850            $   0.23        1,473,738               $  1.00
                                                       =========            ========        =========               =======
</TABLE>


                                                         9


<PAGE>








<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  JVWeb,  Inc.  has duly caused this annual  report on Form
10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized.
October 13, 1999
                                  JVWEB INC.


                                  By: /s/ Greg J. Micek
                                  Greg J. Micek
                                 (Principal Executive Officer,
                                  Principal Financial Officer and
                                  Principal Accounting Officer)

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

Name                                        Title                     Date

/s/ Greg. J. Micek             Director and President           October 13, 1999
Greg J. Micek                 (Principal Executive Officer
                               and Principal Financial Officer)

/s/ Lewis E. Ball              Director                         October 13, 1999
--------------------------------


<PAGE>


                                                   EXHIBITS INDEX
<TABLE>
<CAPTION>

Exhibit
Number   Description

<S>                 <C>
3.01              Certificate  of  Incorporation  of the  Company  is  incorporated  herein by  reference  from the  Company's
                  Registration  Statement on Form SB-2 (SEC File No.  333-41635)  filed  December 29, 1997,  Item 27,  Exhibit
                  3.01.
3.02              Bylaws of the Company is incorporated herein by reference from the Company's  Registration Statement on Form
                  SB-2 (SEC File No. 333-41635) filed December 29, 1997, Item 27, Exhibit 3.02.
4.01              Specimen  Common Stock  Certificate  is  incorporated  herein by reference  from the Company's  Registration
                  Statement on Form SB-2 (SEC File No. 333-41635) filed December 29, 1997, Item 27, Exhibit 4.01.
4.02              Warrant  Agreement dated December 15, 1997 between the Company
                  and American  Stock  Transfer & Trust Company is  incorporated
                  herein by reference from the Company's  Registration Statement
                  on Form SB-2 (SEC File No.
                  333-41635) filed December 29, 1997, Item 27, Exhibit 4.02.
4.03              First  Amendment to Agreement dated March 31, 1998 between the
                  Company and American Stock Transfer Company & Trust Company is
                  incorporated  herein by reference  from Amendment No. 2 to the
                  Company's  Registration Statement on Form SB-2/A (SEC File No.
                  333-41635) filed April 21, 1998, Item 27, Exhibit 4.03.
4.04              Second  Amendment to Agreement dated April 15, 1998 between the Company and American Stock Transfer  Company
                  & Trust  Company is  incorporated  herein by reference  from the  Company's  Registration  Statement on Form
                  SB-2/A (SEC File No. 333-74381) filed March 15, 1999, Item 27, Exhibit 4.04.
10.01             Agreement dated November 15, 1997 between the Company and LS Capital  Corporation is incorporated  herein by
                  reference from the Company's  Registration  Statement on Form SB-2 (SEC File No.  333-41635)  filed December
                  29, 1997, Item 27, Exhibit 10.01.
10.02             Employment  Agreement  dated  December 1, 1997 by and between the Company and Greg J. Micek is  incorporated
                  herein by reference from the Company's  Registration  Statement on Form SB-2 (SEC File No.  333-41635) filed
                  December 29, 1997, Item 27, Exhibit 10.02.
10.03             Stock  Option  Agreement  dated  December  1, 1997  executed  by the  Company  in favor of Greg J.  Micek is
                  incorporated  herein by reference  from  Amendment  No. 1 to the  Company's  Registration  Statement on Form
                  SB-2/A (SEC File No. 333-41635) filed February 27, 1998, Item 27, Exhibit 10.03.
10.04             Stock Option  Agreement  dated  December 17, 1997  executed by the Company in favor of Dudley R. Anderson is
                  incorporated  herein by reference  from  Amendment  No. 1 to the  Company's  Registration  Statement on Form
                  SB-2/A (SEC File No. 333-41635) filed February 27, 1998, Item 27, Exhibit 10.04.
10.05             Stock  Option  Agreement  dated  December  1,  1997  executed  by the  Company  in favor of Kevin  Dotson is
                  incorporated  herein by reference  from  Amendment  No. 1 to the  Company's  Registration  Statement on Form
                  SB-2/A (SEC File No. 333-41635) filed February 27, 1998, Item 27, Exhibit 10.05.
10.06             Stock  Option  Agreement  dated  December 1, 1997  executed by the  Company in favor of G-2  Advertising  is
                  incorporated  herein by reference  from  Amendment  No. 1 to the  Company's  Registration  Statement on Form
                  SB-2/A (SEC File No. 333-41635) filed February 27, 1998, Item 27, Exhibit 10.06.
10.07             First  Amendment  dated April 14,  1998 to  Agreement  dated  November  15, 1997  between the Company and LS
                  Capital Corporation is incorporated  herein by reference from Amendment No. 2 to the Company's  Registration
                  Statement on Form SB-2/A (SEC File No. 333-41635) filed April 21, 1998, Item 27, Exhibit 10.07.
10.08             Agreement  dated April 20, 1998 between the Company and LS Capital  Corporation  is  incorporated  herein by
                  reference  from  Amendment  No. 2 to the  Company's  Registration  Statement  on Form  SB-2/A  (SEC File No.
                  333-41635) filed April 21, 1998, Item 27, Exhibit 10.08.
10.09             Asset  Purchase  Agreement  dated  July 31,  1998 by and among
                  Market Data Corporation and Time Financial Services,  Inc. (as
                  sellers) and the Company (as purchaser) is incorporated herein
                  by reference from the Company's (SEC File No. 0-24001) Current
                  Report on Form 8-K dated July 31,  1998,  Item  7(c),  Exhibit
                  10.01.
10.10             Agreement  dated  August  3,  1998  by and  between  Equitrust  Mortgage  Corporation  and  the  Company  is
                  incorporated  herein by reference  from the  Company's  Current  Report on Form 8-K dated July 31, 1998 (SEC
                  File No. 0-24001), Item 7(c), Exhibit 10.02.
10.11             Promissory  Note  dated  August 3, 1998 in the  original  principal  amount of $50,000  made  payable by the
                  Company  to the order of  Equitrust  Mortgage  Corporation  is  incorporated  herein by  reference  from the
                  Company's Current Report on Form 8-K dated July 31, 1998 (SEC File No. 0-24001), Item 7(c), Exhibit 10.02.
10.12             Consulting  Services  Agreement dated February 15, 1999 by and
                  between the Company and Tanye Capital  Corp.  is  incorporated
                  herein by reference from the Company's  Registration Statement
                  on Form SB-2/A (SEC File No.
                  333-74381) filed March 15, 1999, Item 27, Exhibit 10.12.
10.13             Master  Services  Agreement  dated March 1999  between the  Company and Lernout & Hauspie  Speech  Products,
                  S.A./N.V.
10.14             Exchange Agreement dated April 12, 1999 between the Company and AMP3.com, LLC
21.01             Subsidiaries of Registrant
23.01             Consent of Malone & Bailey, PLLC
99.01             The Company's  1998  Consultant  Compensation  Plan is  incorporated  herein by reference from the Company's
                  Registration Statement on Form S-8 (SEC File No. 333-55979) filed June 3, 1998, Item 8, Exhibit 4.02.
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