# UNITED STATES SECURITIES
AND EXCHANGE COMMISSIONWashington, 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, 2000

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, 2000 were $93,047.

The aggregate market value
of the voting stock held by non-affiliates of the registrant on October 9, 2000
was $1,066,608. The number of shares outstanding of the registrants Common
Stock, $.01 par value, as of October 9, 2000 was 13,097,946.

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

`INDEX

                                                                                                        Page Number
                                                       PART I.

Items 1. & 2.     Business and Properties.                                                                     3

Item 3.           Legal Proceedings.                                                                          24

Item 4.           Submission of Matters to a Vote of Security Holders.                                        25

                                                      PART II.

Item 5.                    Market for the Registrant's Common Equity and Related
                  Stockholder Matters.                                                                        25

Item 6.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                                                        25

Item 7.           Financial Statements.                                                                       29

Item 8.           Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure.                                                        29

                                                      PART III.

Item 9.           Directors, Executive Officers, Promoters and Control
                  Persons; Compliance with Section 16(a) of the Exchange Act.                                 29

Item 10.          Executive Compensation.                                                                     30

Item 11.          Security Ownership of Certain Beneficial Owners and
                  Management.                                                                                 32

Item 12.          Certain Relationships and Related Transactions.                                             33

                                                      PART IV.

Item 13.          Exhibits and Reports on Form 8-K.                                                           33`

## 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 Eurbid.com, Inc., f/k/a LS
Capital Corporation (Eurbid.com), of certain of its shares of
the Companys common stock to Eurbid.com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 joint venture division; in
the past, the Company has referred to this area of its business as the
brands-under-management division. The Company also expected secondarily to sell
the technological, marketing and other abilities that the Company had acquired
or in the future may acquire. This area of the Companys business is
referred to herein as the fee-for-service division. From time to time the
Company has given a greater emphasis to one of these division over the other.

During
the course of the audit of the Companys fiscal 2000 financial statements,
the Companys independent auditors took exception to the Companys
valuation of certain of its assets. The revaluation of these assets for
financial accounting purposes resulted in a write-down of $1,636,365. This
write-down contributed to a net loss in fiscal 2000 of $3,054,356. Moreover, the
Company has incurred net losses since inception, so that the Company had an
accumulated deficit of $4,366,183 as of June 30, 2000. Furthermore, during
fiscal 2000, the Companys financial resources dwindled considerably. Greg
J. Micek, a director and the President of the Company, has provided a
significant portion of the Companys financing throughout its history.
However, Mr. Micek is not legally obligated to provide funds and can not be
legally compelled to do so. Mr. Micek has indicated that his provision of funds
can not continue indefinitely. As a consequence of all of these developments,
the Company has aggressively cut costs and reduced operations. The Company now
intends to seek actively an appropriate merger candidate in a transaction that
would likely result in a change in the control and management of the Company.
The search of an appropriate merger candidate commenced only in early October
2000, and no material discussions regarding such a merger are going on at the
present time. There can be no assurance that a merger will be completed. If no
merger is completed, the Company intends to continue to pursue its business plan
(to the extent that the Company remains able) at a reduced level from that
pursued during fiscal 2000. Much of this Annual Report assumes that a merger is
not completed and the Company continues with its pursuit of its business plan in
the manner described in the preceding sentence.

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.  Unless the context  requires  otherwise,  the terms "we",  "us" and "ours" (as
used in these Risk Factors) refers to the Company and the joint ventures in which it participates.

WE
EXPECT TO HAVE FUTURE CAPITAL NEEDS, AND THE PROCUREMENT OF ADDITIONAL FINANCING
TO MEET THESE NEEDS IS UNCERTAIN. A MEMBER OF OUR MANAGEMENT HAS PROVIDED A
SUBSTANTIAL PORTION OF OUR FINANCING, AND THERE CAN BE NO ASSURANCE THAT HE WILL
CONTINUE TO PROVIDE FINANCING.

We
currently have no meaningful 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 2001 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. The general downturn in the financing of electronic commerce
ventures has further limited our ability to obtain financing. 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 2001 through cash flow from
operations 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. Moreover, Greg J. Micek, one of our directors
and our President, has provided a significant portion of our financing
throughout our history. As of June 30, 2000, we owed approximately $601,730 to
Mr. Micek. Mr. Micek is not legally obligated to provide funds and can not be
legally compelled to do so. Moreover, Mr. Micek has indicated that his provision
of funds can not continue indefinitely. Accordingly, Mr. Micek may discontinue
funding at a time before we become financially self-sustaining or are able to
procure alternative financing. If Mr. Micek discontinues providing funds and
adequate, alternative 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 historically, if at all. 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. As a worse
case, our failure to procure required financing could cause us to cease
operations either temporarily or permanently.

WE
EXPECT THAT IN THE FUTURE WE MAY ENTER INTO A MERGER TRANSACTION IN WHICH OUR
MANAGEMENT AND THE CONTROL OF US MAY CHANGE. WE HAVE NOT IDENTIFIED ANY MERGER
CANDIDATE; THEREFORE, WE HAVE NO CURRENT SUBSTANTIVE DISCLOSURE RELATING TO ANY
MERGER THAT MAY OCCUR IN THE FUTURE.

We
now intend to seek actively an appropriate merger candidate in a transaction
that would likely result in a change our management and the control of us. The
search of an appropriate merger candidate commenced only in early October 2000,
and no material discussions regarding such a merger are going on at the present
time. There can be no assurance that a merger will be completed. Because we have
not yet identified any merger candidate, prospective purchasers or sellers of
our securities have no substantive information upon which to base a decision to
purchase or sell. Prospective purchasers or sellers of our securities would have
access to significantly more information if we had already identified a merger
candidate.

WE
HAVE NOT SPECIFIED AN INDUSTRY IN WHICH A COMPANY MUST CONDUCT ITS BUSINESS IN
ORDER TO RECEIVE CONSIDERATION AS A MERGER CANDIDATE; MOREOVER, ANY MERGER WILL
HAVE UNASCERTAINABLE RISKS.

We
believe that any merger would best be completed with a company in our industry
or a related industry, and we intend to concentrate our efforts on finding such
a company as a merger candidate. However, we do not intend to limit our
consideration of merger candidates to any particular industry or business.
Accordingly, prospective purchasers or sellers of our securities currently have
no basis to evaluate the comparative risks and merits of any merger we may
undertake in the future. If we merge with a business in a highly risky industry,
we will become subject to those risks. Similarly, if we merge with a financially
unstable business or a business that is in the early stages of development, we
will become subject to the numerous risks to which such businesses are subject.
Although we intend to consider the risks inherent in any industry and business
in which a merger candidate is involved, there can be no assurance that we will
correctly assess such risks.

WE
CURRENTLY HAVE NO CERTAIN STRUCTURE FOR ANY FUTURE MERGER, AND OUR STOCKHOLDERS
MAY NOT NECESSARILY BE PERMITTED TO APPROVE OR DISAPPROVE ANY SUCH MERGER.

We
are involved in no present meaningful discussions regarding any particular
merger. Accordingly, the structure of the merger and the percentage ownership
interest of our current stockholders after any such merger is uncertain.
Depending on the ultimate structure of any future merger, our stockholders may
or may not be legally permitted to approve or disapprove such merger.
Accordingly, our stockholders may be required to rely completely on the
discretion of our management in all matters pertaining to any future merger.

OUR
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
| | - | --------------------------------------------------------------

| | * | Create and constantly improve our Web sites
| | - | -------------------------------------------

| | * | Provide superior customer service and order fulfillment
| | - | -------------------------------------------------------

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, 2000, we had
an accumulated deficit of $4,608,324.

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
| | - | ------------------------------------------------

| | * | 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
| | - | ----------------------------------------

| | * | 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. We may benefit from these decisions in the long run.
However, in the short run, such decisions 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.

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.

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.

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. 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.

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)
| | - | --------------------------------------------------------------------------------------------------

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
| | - | ----------------------------------------------------------

WE HAVE NO ASSURANCE THAT OUR BRANDS WILL BE ACCEPTED.

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
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------

OUR FAILURE TO DEVELOP APPEALING CONTENT AND GRAPHICS 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 joint venture 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.

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 will 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.

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 Houston. 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 rely on the
redundancies and formal disaster recovery plans of our service providers, and
there can be no assurances that these will be successful in protecting us. 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. A significant 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.

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, crisis communications
Ihomeline, National Sweepstakes Show, and Sweepstakes News 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. Whether successful
or unsuccessful, such litigation 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.

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 may 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.

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 (if
obtained) 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 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 do not currently
maintain general liability insurance. Even if we were to 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. In addition, 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.

LIMITATIONS
ON CLAIMS AGAINST OUR OFFICERS AND DIRECTORS, AND OUR OBLIGATION TO INDEMNIFY
THEM, COULD PREVENT OUR RECOVERY FOR LOSSES CAUSED BY THEM.

The
General Corporation Law of Delaware allows a Delaware corporation to limit the
liability of its directors to the corporation and its stockholders for monetary
damages for certain breaches of fiduciary duties. Our Certificate of
Incorporation has limited our directors liability for monetary damages for
breaches of fiduciary duties to the fullest extent permitted by applicable law.
Moreover, 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 may purchase and maintain insurance on
behalf of any such persons whether or not we have the power to indemnify such
person against the liability insured against. 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 U.S. Securities and Exchange Commission (the Commission)
maintains that indemnification for liabilities arising under the Securities
Exchange Act of 1933 (the Act) is against the public policy
expressed in the Act, and is therefore unenforceable.

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.

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. Our employment agreement with Mr. Micek expires
in accordance with its terms in November 2000. Mr. Micek has indicated that he
intends to continue serving as our President after the expiration of this
employment agreement, but he does not presently intend on entering into an
extension of the employment agreement for an additional fixed period of time.
The consequence of this would be that either we or Mr. Micek could terminate Mr.
Miceks employment relationship with us at any time for any reason. 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.

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 joint venture 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 joint venture 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.

INCUMBENT
MANAGEMENT OWNS A LARGE PERCENTAGE OF OUR OUTSTANDING STOCK, AND CUMULATIVE
VOTING IS DENIED TO STOCKHOLDERS.

Greg
J. Micek, a director and the President of the Company, owns approximately 40.8%
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 our outstanding shares of Common Stock may elect all
of our Board of Directors. Mr. Miceks large percentage ownership of our
outstanding Common Stock helps enables him to maintain his position as a
director and thus control of our business and affairs.

OUR 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, 2000. 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.

OUR COMMON STOCK HAS A 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 ITEM 5. 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
comparatively broad fluctuations in the trading price of our Common Stock, the
trading volume of our Common Stock has also fluctuated fairly widely.

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 available approximately 2,000,000 registered shares of our Common Stock for
issuance in possible future business combination transactions. Moreover, we have
available approximately 500,000 registered shares of our Common Stock for
issuance to outside consultants to compensate them for services provided. In
addition, we have available 2,500,000 registered shares of our Common Stock for
issuance pursuant to exercises of options granted to selected employees,
directors and consultants. As of June 30, 2000, options to purchase only 250,000
of these registered shares had been granted. 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. For
issuances of shares in connection with acquisitions and issuances of shares and
grants of options to consultants, our Board of Directors will determine the
timing and size of the issuances and grants, and the consideration or services
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 or grant. 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.

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.

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.

# 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.

# The JVWeb
Solution

Overall
the Company believes that electronic commerce presents excellent business
opportunities for the foreseeable future, despite the recent downturn in the
ability to financing these types of opportunities. The Company was founded to
seek out and capitalize on business opportunities presented by electronic
commerce. The Company believes that customer unfamiliarity and the fragmented
state of the electronic commerce market create an opportunity for a company with
fully integrated strategic, technical and creative Internet skills that can
assist businesses. The Company believed at its inception, and the Company
continues to believe, 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. Because these two types of opportunities
are very distinct, the Company established two divisions to pursue these
opportunities separately. These divisions are the Companys joint venture
division (formerly known as the 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.

However,
because of the Companys current financial and operational limitations, the
Companys ability to pursue electronic opportunities in a meaningful manner
is greatly restricted at this time. Moreover, the general downturn in the
financing of electronic commerce ventures has further limited the pursuit of
opportunities of the type for which the Company was established. Because of
these developments, commencing in the fourth quarter of fiscal 2000, the Company
decided to focus on its existing joint ventures and not actively to seek
additional electronic commerce opportunities. In addition, 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.

# Fee-For-Services
Division

The
Companys fee-for-services division was organized to provide 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.

The
Companys fee-for-services division is now divided into two distinct
functional areas. The first functional area of the Companys
fee-for-services division is capable of providing strategic Internet services
consulting, which services include the following:

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

| | o | 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
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | o | 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
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | o | audience development to increase Web site traffic, strengthening brand awareness and generating sales leads
| | - | -----------------------------------------------------------------------------------------------------------

| | o | maintenance of the Web site and its content, and provision of technical support
| | - | -------------------------------------------------------------------------------

Most
of the Companys strategic Internet services consulting have been provided
to joint ventures in which the Company participates, in exchange of equity
interests in the joint ventures issued to the Company. See the section captioned
Joint Venture Division immediately following. The Company believes
that the amount of strategic Internet services consulting that the Company will
provide in fiscal 2001 to the joint ventures in which its participates will be
considerably less than the amount provided in fiscal 2000. In fiscal 2001, the
Company intends to focus more on providing strategic Internet services
consulting to unrelated, third party clients. In each of these consulting
engagements, the client will be able to 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
success of the Companys efforts to sell strategic Internet services
consulting to unrelated, third party clients can not now be determined.

The
Company can also provide Web site development and Web hosting services within
the Companys strategic Internet services consulting area. At the beginning
of fiscal 2000, these types of services were expected to play a larger role in
the Companys business than they ultimately did. During fiscal 2000, the
Company essentially shelved the web-based communications service it developed
for advertising and public relations agencies in North America. This development
was largely in response to a wide-spread slump in the Internet services
industry. This slump has affected both Internet and traditional business,
forcing many to scale back their Internet and technological-related
expenditures. Moreover, during fiscal 2000, the Company terminated its Web
hosting agreement with GTE Internetworking for various reasons. The Company
preserved its ability to provide Web hosting services by entering into an
alternative Web hosting agreement with HTE8, Inc. The Companys Web hosting
services are available through the Web site jvwebhosting.com, which
is not now being actively promoted.

The
second functional area of the Companys fee-for-services division involves
the marketing of integrated sponsorships. Integrated sponsorships are a concept
developed by the Company by which advertisers can gain simultaneous exposure
through a variety of mediums in a variety of ways. For example, an integrated
sponsorship may be a combination of banner advertising on multiple Web sites,
traditional advertising on radio programs and Web casts, the advertisers
co-hosting of programs featured on radio programs and Web casts, and the editing
of such programs or other content for use in connection with the
advertisers own Web site. All of these activities are undertaken
simultaneously in a coordinated fashion. The Company commenced this area of its
fee-for-services division in the middle of January 2000. However, the Company
did not earnestly pursue its program of marketing integrated sponsorships until
the September 2000 launch of the Web sites
www.nationalsweepstakesshow.com and
www.sweepstakesnews.com discussed herein. The Company is using these
two Web sites as the focal point for the marketing of integrated sponsorships
and as a lead to create awareness of and drive traffic to the Companys
other media properties. Because of the early stage of the Companys
integrated sponsorships marketing efforts, the success of this area of the
Companys fee-for-services division can not now be determined.

The
Companys objective regarding the fee-for-services division has been to
become and remain a leading Internet services provider. However, the
Companys current financial and operational limitations greatly restrict
the Companys ability to accomplish this objective. Subject to its current
limitations, the Company intends continue to pursue this objective through a
strategy that includes the following elements:

| | Strengthen
Position as an Internet Services Provider. Subject to its current limitations,
the Company will strive to strengthen its position as an Internet services
provider in order to provide clients with superior Internet solutions, and will
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. Subject to its current
limitations, 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 (subject to its current limitations), the Company also intends to
continue developing strategic relationships so that the Company can have
adequate access to such services for the foreseeable future.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Joint
Venture Division

This
division was formed for purposes of pursuing electronic commerce opportunities
involving the marketing of products and services in electronic commerce and the
offering of content and advertising over the Internet. As a general rule the
Company has undertaken these electronic commerce opportunities through joint
ventures with other businesses, with the Company furnishing expertise in
electronic commerce (and in certain instances financial assistance) for an
equity interest in the resulting electronic business. Commencing in the fourth
quarter of fiscal 2000, the Company decided to focus on its existing joint
ventures and not actively to seek additional electronic commerce opportunities.
The Company is currently undertaking a number of joint venture projects. The
following is a brief description of some of these projects.

Sweepstakes
Project.This project involves National Sweepstakes Show, Inc.
(NSSI), a company formed to acquire from Sweepstakes Entertainment
Corporation (SEC) substantially all of SECs assets. These
assets include intellectual property and other rights pertaining to a radio
talk-show format called The National Sweepstakes Show (the
Radio Show), prior episodes of the Radio Show, a national monthly
newspaper supplement called Sweepstakes News (the
Supplement), rights to a book entitled History of
Sweepstakes (the Book) and related distribution agreements
with Ingram Books and Baker and Taylor, and World Wide Web domain names
connected by a common branding theme, including
www.nationalsweepstakesshow.com, www.sweepstakesnews.com
and others. The purchase price of the assets consisted of (i) 650,000 shares of
the Companys common stock delivered to or on behalf of SEC outright, (ii)
an additional 800,000 shares of the Companys common stock delivered into
escrow and to be released to or on behalf of SEC upon the satisfaction of
certain performance criteria and the satisfaction or expiration of certain
indemnification obligations and (iii) 1,000,000 shares of NSSIs common
stock representing a total of approximately 28.7% of the outstanding shares of
NSSIs common stock. The Company owns approximately 57.3% of the
outstanding capital stock in NSSI. The Company has a right of first refusal to
acquire all shares of NSSIs common stock that SEC proposes to transfer,
and the Company also has options to acquire all of the shares of NSSIs
common stock owned by SEC at varying purchase prices depending on the number of
shares to be acquired and the timing of the acquisition.

At
the time of their purchase by NSSI, the sweepstakes assets were not being
actively utilized in any business endeavor. However, SEC and its sole
shareholder have represented that the Radio Show previously was broadcasted on
over 130 radio stations and the Supplement had a circulation to over 1.2 million
homes. NSSI had commenced the preparation of a sample edition of the Supplement
to be used in connection with marketing efforts that would have been aimed at
procuring newspapers to include the Supplement with their publications, as well
as advertisers for the Supplement who would have been the source of the
Supplements revenues. NSSI has postponed indefinitely its plan to publish
the Supplement and is now focusing on launching (in conjunction with NewsUSA,
Inc., a minority partner in NSSI) a nationally distributed daily advertorial
column featuring the content that would otherwise have comprised the Supplement.
NSSI had intended to produce the Radio Show initially as two-minute vignettes to
be broadcasted over a number of radio stations. NSSI prepared a demo of a Radio
Show vignette to be used in connection with marketing efforts. As of September
20, 2000, NSSI had produced five Radio Show vignettes. It needed to have 20
vignettes to commence syndication. NSSI has postponed indefinitely its plan to
syndicate the Radio Show until a suitable sponsor for the vignettes is procured,
although the Company intends to produce additional vignettes in due course. NSSI
has already developed two operational Web sites, namely
www.sweepstakesnews.com, which provides visitors with electronic
versions of the Supplement on a subscriber basis, and
www.nationalsweepstakesshow.com, which provide visitors with
Internet access to recorded past editions of the Radio Show free of charge. The
www.sweepstakesnews.com Web site will also allow paid subscribers to enter free
of additional charge any or all of the sweepstakes promotions that this Web site
compiles and features. The Web sites are designed so that revenues can be
realized from advertisers and the fairly nominal subscription fees that NSSI is
charging for access to the www.sweepstakesnews.com Web site. The amount of these
revenues can not now be determined. NSSI launched the Web sites in September
2000 by means of a large e-mail blast sponsored by participating barter Web
sites featured on the NSSI Web sites free of charge. The e-mail blast generated
minimal subscriptions to the electronic versions of the Supplement, but resulted
in about 15,000 daily visits to the Web sites immediately after the e-mail
blast. Due to the absence of continued marketing of the Web sites, the number of
daily visits has declined considerably, and NSSI realizes continued marketing is
necessary to maintain a desired level of visits. Currently, NSSI is
concentrating on the production of advertising revenues, and has reduced its
monthly expenses to about $3,000. Finally, NSSI expects that it may use the Book
to attract listeners, readers and visitors to the Web sites and (when and if
they become active) the Radio Show and the Supplement. In this connection, NSSI
may distribute the Book free of charge to prospective listeners, readers and
visitors. Because of the early operational stage of this project, its ultimate
viability and success can not now be determined.

iHomeline.com
Project.This project involves a 50%-owned subsidiary (the
iHomeline.com Subsidiary) that owns and operates a Web site under
the domain name www.ihomeline.com. The objective of this Web site is
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 site offers relevant, informative and
entertaining content of interest to consumers of home-related products and
services. The goal of this Web site 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 this Web site and to pay for the
opportunity to do so. The iHomeline.com Web site has been operational since
January 2000, has been completed to a phase-one level and is generating
revenues. The iHomeline.com Web site currently features worldwide, live
broadcasts of talk shows focusing on home-related topics, do-it-yourselfers
educational and reference materials, message board, a service for referrals to
home-related professionals (such a mortgage lenders, real estate brokers,
builders and subcontractors), and on-line stores to purchase home-related
products. After having syndicated its Home Line Talk Radio program to four
cities in three states for four months, the iHomeline.com Subsidiary is
currently working to upgrade the quality of this program based upon its
syndication experience. The iHomeline.com Subsidiary intends to reintroduce the
Home Line Talk Radio program as a syndicated package in fiscal 2001. Greater
development of the iHomeline.com Web site to a final, phase-two level is
planned, but is conditioned upon the procurement of adequate financing, which is
currently being sought. This project is currently operating at a break-even
level with $6,000 in monthly expenses, and revenue has been growing slowly.
However, the ultimate viability and success of this project can not now be
determined.

A
Web site (similar to the one owned and operated by the iHomeline.com Subsidiary)
having the domain name ihomeline.co.uk has been established by
iHomeline.co.uk, Inc. (the iHomeline.co.uk Affiliate), a corporation
owned 25% by the Company, 25% by the iHomeline.com Subsidiary, and 50% by 2Cs,
Ltd. The iHomeline.co.uk Affiliate operates its Web site out of the London. In
form and operation, the ihomeline.co.uk Web site is similar to the ihomeline.com
Web site, except that the ihomeline.co.uk Web site is designed to appeal to
consumers, manufacturers, services providers and advertisers located in Great
Britain instead of the United States. The iHomeline.com Web site is operational
and is generating revenues on a minimal level. The Company acquired 50% of the
outstanding shares in the iHomeline.co.uk Affiliate from 2Cs, Ltd. in exchange
for 200,000 shares of the Companys common stock. The Company subsequently
contributed to the iHomeline.com Subsidiary half of the shares the Company
acquired from 2Cs, Ltd. The Company made this contribution to induce the
iHomeline.com Subsidiary to license its intellectual property to the
iHomeline.co.uk Affiliate. Because of the early operational stage of this
project, its ultimate viability and success can not now be determined.

LinksXpress
Project.This project involves LinksXpress.com, Inc.
(LinksXpress.com), a company formed to create, own and operate a Web
site under the domain name linksxpress.com that will serve as an
e-commerce search engine and shopping portal serving the United States and
Canada. The initial LinksXpress.com Web site has been completed, is now
operational and is generating some revenues, although it has not yet been
formally launched. A formal launch is expected before the end of calendar 2000.
The LinksXpress.com Web site currently features 12 specific categories of
products and services featuring up to 1,500 businesses believed to be qualified,
trustworthy and reliable sources of products and goods. LinksXpress.com is in
the process of establishing a similar Web site that will operate out of the
London and that will offer predominantly European goods. In anticipation of
this, LinksXpress.com formed LinksXpress.co.uk, Inc., which is expected to
launch its Web site at about the same time as LinksXpress.com formally launches
its Web site. The Company acquired in a securities exchange an approximately 8%
interest in LinksXpress.com (on a non-diluted basis). As part of this
transaction, the Company received 500,000 shares of the common stock of
LinksXpress.com, warrants to purchase up to 1,000,000 shares of
LinksXpress.coms common stock at a purchase price of $2.00 per share, and
options to purchase up to 500,000 shares of LinksXpress.coms common stock
at purchase prices ranging from $.25 to $2.00 per share. In exchange for these
securities, LinksXpress.com received 150,000 shares of the Companys common
stock and an option to purchase up to 150,000 additional shares of the
Companys common stock at a purchase price of $.40 per share. In addition
to the securities exchange, LinksXpress.com has entered into a Web hosting
agreement with the Company and a right of first refusal agreement in favor of
the Company regarding LinksXpress.coms future Web development work. The
Company also acquired from LinksXpress.com approximately 35% of the outstanding
stock in LinksXpress.co.uk in exchange for 600,000 shares of the Companys
common stock. Because of the early operational stage of this project, its
ultimate viability and success can not now be determined.

Discoverystocks.com
Project.This project involves a 60%-owned subsidiary named
eonthestreet.com, Inc. (the Discoverystocks.com Subsidiary) that
owns and operates a Web site under the domain name
discoverystocks.com. This Web site publishes a free e-mail based
stock-picking newsletter for investors. The newsletter will feature information
about profiled companies. For the privilege of being featured in the newsletter,
the profiled companies will pay a fee to the Discoverystocks.com Subsidiary in
cash or stock. The Discoverystocks.com Web site has been completed and is now
operational. Near the middle of September 2000, a marketing campaign to procure
profiled companies commenced. The ultimate success of this marketing campaign
can not now be determined. The Companys partner in the discoverystocks.com
project is Jordan Ness. Mr. Ness has an investment banking and financial public
relations background. In connection with this project, the Company acquired from
Mr. Ness what was at that time 40% of the outstanding stock in the
Discoverystocks.com Subsidiary in consideration of the issuance of 100,000
shares of the Companys common stock. When the Discoverystocks.com
Subsidiary acquired certain assets and the Company agreed to issue to such third
party 200,000 shares of the Companys common stock as the purchase price
for the assets, the Discoverystocks.com Subsidiary issued additional shares of
its common stock to the Company, bringing the Companys total number of
shares in the Discoverystocks.com Subsidiary to 60% of the shares then
outstanding. Because of the early operational stage of this project, its
ultimate viability and success can not now be determined.

Crosspointe/Great
Records Project.Crosspointe Net, Inc. (CPNI) is a corporation
formed to develop a family of Christian-related Web sites around a suite of
domain names. Great Records, Inc. is a corporation formed by CPNI for purposes
of developing a Web site that plans on featuring the sale of the music of
between five and ten select Christian recording artists, either through
downloading or traditional compact disks (at the customers selection). In
connection with this project, the Company entered into a stock exchange with
Crosspointe Net, Inc. (CPNI) whereby the Company acquired a 7.5%
interest in CPNI in exchange for the issuance of 300,000 shares of the
Companys common stock. The Company also acquired a 50% interest in Great
Records, Inc. in exchange for 227,000 shares of the Companys common stock.
Moreover, the Company and CPNI entered into a banner ad sales agreement,
pursuant to which the Company agreed to sell banner advertisements and corporate
sponsorships onto the CPNI suite of Web sites. Also, CPNI agreed to act as a
marketing agent to market the Companys web development and strategic
consulting services. The Crosspointe/Great Records project has progressed more
slowly than the Company originally expected, and the Company is uncertain as to
the future direction of this project. Consequently, the ultimate viability and
success of this project can not now be determined.

# 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. 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

Due
to the Companys current financial condition, the Companys marketing
efforts are severely limited at the present. The Companys marketing
efforts for the fee-for-service division have been 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 strategies for the joint venture division
have been 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 has developed marketing
and sales materials to be used in connection with the business generation
efforts for the fee-for-service division. The Companys marketing campaigns
for this division will be 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. The Company is conducting an on-going direct marketing campaign
regarding its integrated sponsorships. This campaign has only recently begun in
earnest. During this marketing campaign, the Company is finding considerable
sales synergies between the Companys existing joint venture Web sites. The
Company is also conducting a modest, on-going direct marketing campaign
regarding its web development and hosting services, targeting the Gulf Coast
region of Texas. In the future, as any required funds become available, 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 and for one or more of its joint ventures. 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!

# Operating
Infrastructure and Technology

The
operating infrastructure of the Companys and its joint ventures Web
sites (the Web Sites) are designed and implemented to support the
delivery of millions of page views a day. Web pages will be generated and
delivered, in response to end-users requests, by any one of several servers. The
Web Sites must be capable of accommodating a high volume of traffic and
delivering frequently updated information. Key attributes of the Web Sites
operating infrastructure include the ability to support growth, performance and
service availability. The Web Sites servers will run on the Sun Solaris
and Microsoft NT operating systems and will use Netscape Enterprise, Apache and
Microsoft Corporations IIS Web server software. The Company expects that
it will always rely on an Internet service provider (the ISP) to
maintain the Web Sites production servers. The ISP for most of the Web
Sites is currently HTE8, Inc. For more information about HTE8, Inc., visit its
Web site at www.hte8.com. The Web Sites operations will depend
upon the ISPs ability to protect its systems against damage from fire,
hurricanes, power loss, telecommunications failure, break-ins and other events.
The Company will try to maintain an ISP that (1) provides comprehensive
facilities management services including human and technical monitoring of all
production servers 24 hours per day, seven days per week, (2) provides the means
of connectivity for the Web Sites servers to end-users via the Internet
through multiple connections and managed Internet security with respect to the
Web Sites, and (3) maintains a facility powered by multiple uninterruptible
power supplies. Despite the best human efforts, components or features of the
Web Sites may suffer outages or experience slower response times because of
equipment or software downtime. See RISK FACTORS -- WE ARE EXPOSED TO THE
RISK OF SYSTEM FAILURE, AND SUCH A FAILURE COULD MATERIALLY ADVERSELY AFFECT
US. The Company intends to rely on the redundancies and disaster recovery
plan of its ISP. There can be no assurance that the redundancies and disaster
recovery plan of the Companys ISP will be sufficient to protect the
Company.

Most
of the Web Sites have 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 has been to license commercially available technology whenever possible
rather than seek internally developed solutions. Most of the Web Sites 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, most of the Web Sites systems will allow them 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. Usually, a group of systems administrators and network
managers will monitor and operate the Web Sites, network operations and
transaction-processing systems. The continued uninterrupted operation of the Web
Sites and transaction-processing systems is essential to their businesses, and
the site operations staff is expected to ensure, to the greatest extent
possible, the reliability of the 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. The Companys
currently financial and operational condition has severely limited its ability
to compete effectively.

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 joint venture 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 three full-time employees. 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. The Company also utilizes the
services of ten outside consultants, who each devote a meaningful amount of
their business time to matters involving the Company.

# Properties
and 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 HTE8s network operations center located at HTE8s main
headquarters in Houston. The HTE8 lease is for a six-month term expiring in
November 2000. The Company also owns a number of equity interests in joint
ventures. For a discussion of these equity interests, see ITEMS 1 and 2
BUSINESS AND PROPERTIES - BUSINESS - Joint Venture Division. The Company
does not own any significant tangible property.

## ITEM 3. LEGAL
PROCEEDINGS

On
or about December 30, 1999 Louis Ferro, a former consultant of the Company,
instituted a lawsuit against the Company and Greg J. Micek, a Director and the
President of the Company, in the Supreme Court of the State of New York, County
of New York (Index No. 605883). (The Supreme Court of the State of New York is
the initial level trial court of the State of New York.) The Summons with Notice
received by the Company indicated that the nature of the action was breach of
contract, unjust enrichment and libel, and that Mr. Ferro was seeking
$1,042,132.89 (plus interest) in damages. Effective May 5, 2000, all parties to
this lawsuit entered into a Stipulation of Settlement to settle this lawsuit,
providing for the payment by the defendants to Mr. Ferro of installments
totalling $25,000. In the Stipulation of Settlement, Mr. Ferro and the
defendants gave to each other mutual releases of all claims arising prior to the
date thereof, except for any claims pertaining to shares of the Companys
common stock issued to Mr. Ferro or options to purchase shares of the
Companys common stock granted in favor of Mr. Ferro.

## 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, 2000, the
Company had approximately 270 holders of record. Presented below are the high
and low closing prices of the Common Stock for the periods indicated:

`High(1)          Low(1)

         Fiscal year ending June 30, 2000:

         Fourth Quarter                                                $ .875           $ .218

         Third Quarter                                                 $1.718           $ .281

         Second Quarter                                                $ .593           $ .156

         First Quarter                                                 $ .937            $ .33


         Fiscal year ending June 30, 1999:

         Fourth Quarter                                                $1.81            $ .43

         Third Quarter                                                 $ .78            $ .36

         Second Quarter                                               $ .562            $ .125

         First Quarter                                                $1.250            $ .406`

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.

## GENERAL
DISCUSSION

As is noted by our
financial report, JVWeb has been fundamentally impacted, as has many
internet-related companies, by the sudden and dramatic downturn in the internet
economy or bubble. This has triggered a deep loss of momentum in
both our fee for service initiatives, as well as the business development
efforts of our various joint ventures. This has also caused a significant and
unexpected depletion of our available resources.

As a result, management is
aggressively cutting costs and minimalizing operations. Our primary focus will
be in seeking out an appropriate merger candidate, although no material
discussions are going on at the present time. Management has no assurance that
such discussions will lead to a successful conclusion, or, in fact, how a
possible transaction might be structured. Management does believe an inherent
value in the enterprise exists in the formation of its internet
eco-system. Specifically, the most recent acquisition of the
sweepstakes-related media assets as part of our overall joint venture asset
group, we feel gives the company a fundamental business value. We will be
targeting, as potential merger partners, entities that are compatible with this
internal value. At this time, however, we dont have an idea as to how any
potential merger partners will view the value of our ecosystem.

At the operational level,
we have cut back to a minimal level. We are engaging in two pursuits. First, we
are continuing to seek out revenue producing web development projects. Second,
we are concentrating on our sweepstakes affiliated entity to generate
advertising and subscriber revenue.

With the sudden and
dramatic marketplace changes, we dont have any certainty as to success of
the above events. However, we will apply all remaining resources to reaching a
stable business level.

## FINANCIAL
STATEMENT DISCUSSION

## Balance Sheet

Current Assets:Current assets of $18,021 represent a reduction from $170,894 as of 6/30/99.
Our customer billing activity is down because our mid-1999 AMP3 consulting
project completed in 1999. Our new projects customer and advertising billing is
still in the start up phase.

Total
Assets:Total assets of $72,502 represent a reduction from $273,584 as of
6/30/99. As is noted in the auditors report, the acquisitions that were made for
the current and prior year were written down in conformance with auditing
standards. For a complete update on the status of these ventures, please refer
to the joint venture summary below.

Current Liabilities:Current liabilities include accounts payable of $168,191, which reflects an
increase from the 6/30/99 reported level of $54,751. The current year saw more
aggressive development of joint venture properties. Collections from billing did
not keep pace with this increased production. Also, the notes payable and
accrued interest to the founding shareholder of $601,730 represented an increase
from the prior 6/30/99 level of $161,638.

Stockholders Equity:Paid in capital of $3,534,004 increased from the 6/30/99 level of
$1,241,236. This increase was due primarily from the issuance of stock for the
various joint ventures established in the year. Correspondingly, the accumulated
deficit account increase to ($4,366,183) from ($1,311,827) as of 6/30/99, was
primarily a reflection of the accounting write-down of the joint ventures
established with the issuance of JVWeb stock.

## Income
Statement

Sales:Gross revenue
of $84,647 represented a decrease from $220,825 in fiscal 1999. This decrease
reflected the primary focus for the year, which was on building the joint
ventures (see joint venture discussion, below).

General and
Administrative Expenses:The $1,405,543 in general and administrative
expenses represented an increase from the 1999 amount of $1,075,365. The
increase was due to an aggressive to build the joint ventures that were brought
in to the JVWeb network.

Write-down of investment
carrying value:As had been stated above, our auditors determined a
write-down of the acquisitions was required due to the auditors adherence to
generally accepted accounting principles. Our properties are, for the most part,
in a start up phase, and the internet marketplace is new. Generally accepted
accounting principles require objective verifiable assumptions, which do not
exist in this marketplace. For an extended discussion of the status of the joint
ventures, see below.

## Statements of
Consolidated Cash Flows:

Cash Flows from
Operations:Although a considerable amount of stock was issued within this
year ending 6/30/00 for investing in joint ventures and for consultants, the
actual cash used for operations increased from the 6/30/99 figure of $365,289 to
the year ending 6/30/00 amount of $583,998.

Cash Flows from Financing Activities:The net cash used by operations was largely funded by the founding shareholder, in the amount
of $410,000.

## Anticipated
Financing Activities through year ending 6/30/01:

Management has reduced
expenses to a bare minimum. It does not anticipate receiving any significant
funding from the founding shareholder or outside parties for the upcoming year.
As a result, the minimal funding required to sustain operations is anticipated
to come from consulting revenues to be generated by the fee for service division
only.

## DISCUSSION OF
SPECIFIC BUSINESS UNITS

Summary:In general,
the investments required to establish these various joint ventures has already
been incurred. The resources required to move these respective ventures beyond
the start up phase are mainly managements time in seeking strategic
alliances and sponsorships. Expenses related to maintaining the web properties
are a minor related cost.

A. Joint Venture Division: Following is a discussion of the specific joint ventures in which JVWeb has an interest.

|1. | National Sweepstakes Show, Inc. (NSSI). This entity, in which JVWeb has a 57.3% interest, went live with its first two media
         properties at the beginning of September. Those properties are:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a.www.sweepstakesnews.com. This is presently structured as an on-line,
subscriber-based publication. Its focus is to provide an easy-to-enter
compilation of up to 200 current sweepstakes that its subscribers can enter, as
well as be a premier reporting source on the sweepstakes industry as a whole.
The site went live with an ambitious e-mail blast sponsored by participating
barter sites that are featured for free on its home page.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b.www.nationalsweepstakesshow.com. This site archives audio vignettes featuring targeted websites and sweepstakes campaigns.
                  Future plans are to syndicate the audio archives as a radio feature to radio stations nationwide. Such syndication
                  will occur when sufficient sponsorship is amassed to underwrite the effort.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In addition, NSSI is preparing to launch Sweepstakes News as a
nationally distributed daily advertorial column in conjunction with a minority
partner in NSSI, NewsUSA, Inc.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Expected revenue from this venture is structured to come from two sources: Subscriber
revenue from the website, and advertising revenue from the aggregation of the
print and web properties, with radio planned for the future. Actual September
revenue from subscribers was very minor, as 10 subscribers signed up in that
initial month. Advertising revenue is now being pursued with the launch of the
daily newspaper column. With the site development having been accomplished, the
management of NSSI has cut expenses down to a minimum of approximately $3,000
per month. The timing of NSSI reaching a revenue break-even is difficult to
predict, since the venture is still in its early operational stage.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. | Ihomeline, Inc., Homeline Talk Radio, and Ihomeline.co.uk, Inc. These three related properties involve the following:
|-- | ---------------------------------------------------------------------------------------------------------------------

a.       Ihomeline, Inc.: JVWeb owns a 50% interest in this entity, which primarily contains a website devoted to the home remodeling
enthusiast, www.ihomeline.com. It also archives the radio broadcasts of Home Line Talk Radio.

b.       Home Line Talk Radio. JVWeb owns 100% of this radio program, which is broadcast in Houston, Texas.

c.       Ihomeline.co,uk., Inc.: JVWeb and Ihomeline, Inc. each own 25% of this entity, of which the other 50% is owned by a
London-based new media company. The primary asset and business activity of this venture is
the operation of www.ihomeline.co.uk, a british-based home improvement
website, which is modeled after www.ihomeline.com.

| | Revenue is derived from these integrated properties through the sale of advertising.
Presently this effort, at $6,000 in monthly revenue, is close to break even. The
present focus is to upgrade the quality of the radio programming for future
syndication. Some consideration is also being given to branching out into a
television show, using the on-air talent of the other 50% partner in ihomeline,
Inc. Management views this entity as being relatively stable, as the radio
program has been around for 6 1/2 years. However, the annual radio contract with
the local radio station is renewed in January. We have had verbal assurance that
renewal is expected.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | This venture fits within the JVWeb model of providing integrated programming as a
solution to advertisers seeking integrated sponsorships.
| | ------------------------------------------------------------------------------------------------------------------------------------------

|3. | Linksxpress.com, Inc. and Linksxpress.co.uk, Inc.: JVWeb owns a 7.5% interest in Linksxpress.com, Inc. and a 40% interest in
         Linksxpress.co.uk, Inc. Linksxpress.com, Inc. owns the other 60% interest in Linksxpress.co.uk, Inc. Linksxpress.com, Inc.
         has, as its primary business, the operation of www.linksxpress.com, an e-commerce shopping portal. This website is fully
         operational and producing a minimum amount of revenue at this time. An agreement is in place for JVWeb to spin off
         Linksxpress.com, Inc. into its own separate public company.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The management
of linksxpress.com, Inc. plans to roll-out www.linksxpress.co.uk, within its affiliated entity,
Linksxpress.co.uk, Inc. at a future date.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | Eonthestreet, Inc.:This entity, in which JVWeb owns a 60% interest, has,
as its primary asset, www.discoverystocks.com, a website focused on
identifying and reporting on publicly-traded companies on behalf of the
investment community. This website became live in September, 2000, with its
first two highlighted companies. The management of this affiliated entity is now
building an investor following. As it does so, future revenue will come from
featured companies seeking to gain exposure for their firms.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | Icrosspointe.net, Inc.:JV Web currently owns a 7.5% interest in this
startup operation organized to help develop additional revenue for the
non-profit community, through the ability to expand donation reach into the
internet, as well as generating additional on-line sales of books and tapes,
etc. The management of CrossPointe Net reports that it is in the process of
raising $250,000 to become operational. The first two years will be devoted to
developing its filtered ISP service, cause-related marketing and fund raising
consulting. The financial model shows the company can be profitable within the
first twelve months of operations by aggressively watching their expenses but no
assurances can be given that the funding efforts will be successful, or that the
forecasting model will be achieved.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | Great Records, Inc.:This joint venture with a 50 % ownership split
between CrossPointe Net, Inc. and JV Web is targeting its efforts to finding,
recruiting and promoting Latin Christian artist residing in the States. This is
a large and developing market that should prove very profitable. One female
artist has been signed and is currently working on new songs and management is
working on booking some tentative signing engagements. However this company is
also seeking funding and unless funding is committed to in the near future, the
company will be forced to set the contract aside. With the management from the
joint ventures running the day-to-day operations, operating expenses are
projected to be minimum providing and excellent return for the company.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B. Fee for Service Division: Following is a brief discussion of activities in our fee for service division:

Web Development
services:Management initiated a targeted marketing effort to develop this
area starting in April. This initiative was particularly hard hit by the
dramatic downturn in the Internet economy that occurred this past summer. We
have had only very minimal results from this effort, as companies are
aggressively pulling back from investing in their websites until they sort out
implications of the internet e-commerce shake-out. In addition, management had
anticipated a certain volume of service work would come from its joint ventures,
which was also negatively impacted by their inability to secure funding.

On a going forward basis,
the emphasis is on offering strategic internet consulting services, which is our
core competency.

Integrated Sponsorships:In early September, 2000, we brought our www.sweepstakesnews.com
website live. With that event, along with our ability to introduce
Sweepstakes News as a daily print column, we have been able to start
marketing this advertising revenue center. As of early October, we have refined
our offering into one primary sweepstakes promotion-based product package, and
are actively marketing this to advertisers. Again, as we had said under the NSSI
discussion above, we cant predict the timing of this product being
accepted by advertisers into becoming a revenue item for the company.

## 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:

`Name                                        Age               Positions

         Greg J. Micek                               45                Director, President

         Lewis E. Ball                               68                Director, Treasurer & Secretary`

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.

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 written representations
from certain reporting person, the Company believes that, during fiscal 2000,
each of its officers, directors and greater than ten percent stockholders
complied with all such applicable filing requirements.

## 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, 2000, 1999, or 1998 exceeding $100,000).

`Summary Compensation Table (1)

                                                     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)
------------------         -----            ------            ------------      --------------------------

Greg J. Micek              6/30/00            (2)                   -0-                       -0-
Chief Executive            6/30/99            (2)                   -0-                       -0-
Officer and                6/30/98            (2)                   -0-                 2,000,000
President`

(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 2000, fiscal 1999 or fiscal 1998.

# Stock Option Grants

The Company did not grant any stock options to any executive officer during the fiscal year ended June 30, 2000.

# Option Exercises/Value of Unexercised Options

The following  table sets forth the number of securities  underlying  options  exercisable  at June 30, 2000, and the value at
June 30, 2000 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

(a)                                         (d)                                         (e)

                                    Number of Securities
                                    Underlying Unexercised                      Value of Unexercised
                                    Options at June 30, 2000                    In-the-Money Options at
                                    (Numbers of Shares)                         June 30, 2000
Name                                Exercisable                                 Exercisable
----                                -----------                                 -----------

Greg J. Micek                       2,000,000                                   $236,000(2)`

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

(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 $.218 per share closing bid price of the Common Stock on
         the OTC Bulletin Board on June 30, 2000.

# 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 15, 2000, 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.  Moreover,  pursuant to an
agreement  between the Company and Mr. Micek, the Company granted to Mr. Micek options to purchase  2,000,000 shares of Common Stock at
a per-share purchase price of $.10.  The options have a term of five years.

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

The  following  table sets forth as of June 30, 2000  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.

`Name and Address of                                                         Beneficial Ownership(1)
          Beneficial Owner                                                              Number           Percent
---------------------------------------------------------------------------------------------------------------------

         Greg J. Micek                                                                  7,750,000(2)      48.2%
         5444 Westheimer, Suite 2080
         Houston, Texas 77056

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

         Linksxpress.com, Inc.                                                            780,000(3)      5.5%
         625 Howe Street, Suite 402
         Vancouver, B.C.  V6C-2T6

         All directors and officers                                                     7,860,000(4)     48.9%
         as a group (two persons)`

|(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. (3) Includes 630,000 shares owned outright and
150,000 shares that may be purchased pursuant an option currently exercisable.
(4) 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.  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.  In  addition,  during  fiscal  2000,  Greg J. Micek  advanced  to the  Company an
additional  amount of $410,234.  Each of the promissory notes and the additional  amount are accruing interest at a rate of six percent
per  annum.  As of June  30,  2000,  the  total  balance  owed  by the  Company  to Greg J.  Micek  (including  accrued  interest)  was
approximately $601,730.  Greg J. Micek has not expressed any intention to demand payment of any of the outstanding amounts.

As
a finders fee for making the introductions leading to the investment of
Eurbid.com 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:

1.  Consolidated Financial Statements:

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

          Consolidated Balance Sheet as of June 30, 2000 ...................................................... F-2

          Consolidated Income Statements for the years ended June 30, 2000 and 1999 ........................... F-3

          Statement of Stockholders' Equity for the years ended June 30, 2000 and 1999 .........................F-4

          Statements of Consolidated Cash Flows for the years ended June 30, 2000 and 1999 .................... F-5

          Notes to Consolidated Financial Statements ...........................................................F-6

2.  Financial Statement Schedules:

          Schedule II - Valuation and Qualifying Accounts

                        NONE

3.  Exhibits:`

The following exhibits are filed with this Annual Report or are incorporated herein by reference:

`Exhibit No.       Description

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           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.

10.02           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.

10.03           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.

10.04           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.

10.05           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.

10.06           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.

10.07           Master Services Agreement dated March 1999 between the Company and Lernout &
                Hauspie Speech Products, S.A./N.V. is incorporated herein by reference from the
                Companys (SEC File No. 0-24001) Annual Report on Form 10-KSB for the year
                ended June 30, 1999 Item 13(a), Exhibit 10.13.

10.08           Exchange Agreement dated April 12, 1999 between the Company and AMP3.com, LLC is
                incorporated herein by reference from the Companys (SEC File No. 0- 24001)
                Annual Report on Form 10-KSB for the year ended June 30, 1999 Item 13(a),
                Exhibit 10.14.

10.09           Agreement dated September 17, 1999 between the Company and LinksXpress.com, Inc.
                is incorporated herein by reference from the Companys (SEC File No.
                0-24001) Quarterly Report on Form 10-QSB for the quarter ended September 30,
                1999 Item 6(a), Exhibit 10.1.

10.10           Stock Option Agreement dated September 17, 1999 executed by the Company in favor
                of LinksXpress.com, Inc. is incorporated herein by reference from the
                Companys (SEC File No. 0-24001) Quarterly Report on Form 10-QSB for the
                quarter ended September 30, 1999 Item 6(a), Exhibit 10.2.

10.11           Stock Option Agreement dated September 17, 1999 executed by LinksXpress.com,
                Inc. in favor of the Company is incorporated herein by reference from the
                Companys (SEC File No. 0-24001) Quarterly Report on Form 10-QSB for the
                quarter ended September 30, 1999 Item 6(a), Exhibit 10.3.

10.12           Warrant dated September 17, 1999 executed by LinksXpress.com, Inc. in favor of
                the Company is incorporated herein by reference from the Companys (SEC
                File No. 0-24001) Quarterly Report on Form 10-QSB for the quarter ended
                September 30, 1999 Item 6(a), Exhibit 10.4.

10.13           Stock Purchase Agreement dated December 21, 1999 between the Company and
                LinksXpress.com, Inc. is incorporated herein by reference from the
                Companys (SEC File No. 0-24001) Quarterly Report on Form 10-QSB for the
                quarter ended December 31, 1999 Item 6(a), Exhibit 10.1.

10.14           Stock  Purchase  Agreement  dated  January  21,  2000  between the  Company
                and  Crosspointe  Net,  Inc. is incorporated  herein by reference  from  Amendment
                No. 3 to the  Company's  Registration  Statement on Form SB-2/A (SEC File No.
                333-74381) filed March 16, 2000, Item 27, Exhibit 10.20.

10.15           Stock  Purchase  Agreement  dated  September  20, 1999  between the  Company  and
                LinksXpress.com,  Inc. is incorporated  herein by reference  from  Amendment  No.
                3 to the  Company's  Registration  Statement on Form SB-2/A (SEC File No. 333-74381)
                filed March 16, 2000, Item 27, Exhibit 10.21.

10.16           Stock Option Agreement dated November 7, 1999 executed by the Company in favor
                of Carlo Pellegrini is incorporated herein by reference from Amendment No. 3 to
                the Companys Registration Statement on Form SB-2/A (SEC File No.
                333-74381) filed March 16, 2000, Item 27, Exhibit 10.22.

10.17           Stock Option Agreement dated December 15, 1999 between the Company and Ken
                Gooley is incorporated herein by reference from Amendment No. 3 to the
                Companys Registration Statement on Form SB-2/A (SEC File No. 333-74381)
                filed March 16, 2000, Item 27, Exhibit 10.23.

10.18           Asset Purchase Agreement dated April 26, 2000 among National Sweepstakes Show,
                Inc., Sweepstakes Entertainment Corporation and Lawrence F. Curtin is
                incorporated herein by reference from the Companys (SEC File No. 0-24001)
                Current Report on Form 8-K dated April 27, 2000, Item 7(c), Exhibit 10.01.

10.19           First Amendment to Agreement dated September 17, 1999 between the Company and
                LinksXpress.com, Inc.

10.20           Purchase  Agreement and  Assignment  dated April 4,  2000 between the Company,
                on the one hand, and Home Line Talk Radio, Inc., Jim Neidner and Leonard Pizalate,
                on the other hand.

10.21           Services Agreement dated April 1, 2000 between the Company and iHomeline.com, Inc.

10.22           Sales  Representative  Agreement  (Integrated  Sponsorships)  dated April 1, 2000
                between the Company and iHomeline.com, Inc.

10.23           Agreement dated April 1, 2000 between the Company and Jim Neidner.

10.24           License Agreement dated April 4, 2000 between the Company and iHomeline.com, Inc.

10.25           Option Agreement dated April 4, 2000 made by Jim Neidner in favor of the Company.

10.26           Stock Purchase Agreement dated August 2, 2000 between the Company and 2Cs Communications, Ltd.

10.27           Stock Purchase Agreement dated May 10, 2000 between the Company and Jordan Ness.

10.28           Asset Contribution Agreement and Assignment dated May 10, 2000 between Jordan Ness and eonthestreet.com, Inc.

10.29           Asset Purchase Agreement and Assignment dated May 10, 2000 between Steve Naremore and eonthestreet.com, Inc.

10.30           Covenant Not to Compete dated May 10, 2000 executed by Steve Naremore in favor of eonthestreet.com, Inc.

10.31           Stipulation of Settlement dated May 5, 2000 among Louis Ferro, the Company and Greg J. Micek

99.01           The Companys Year 2000 Consultant Compensation Plan is incorporated herein
                by reference from the Companys Registration Statement on Form S-8 (SEC
                File No. 333-96057) filed February 3, 2000, Item 8, Exhibit 4.02.

99.02           The Companys 2000 Non-Qualified Stock Option Plan is incorporated herein
                by reference from the Companys Registration Statement on Form S-8 (SEC
                File No. 333-43884) filed August 16, 2000, Item 8, Exhibit 4.02.

          (b)   Reports on Form 8-K

                The Registrant filed a Current Report on Form 8-K dated May 12, 2000 reporting on
                the acquisition of substantially all of the assets of Sweepstakes Entertainment
                Corporation.`

# INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying consolidated balance sheet of JVWeb, Inc., as of June 30, 2000, and
the related consolidated statements of income, stockholders equity, and cash flows for each of the two years in the period ended June 30, 2000. 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, 2000, and the results of its operations and its cash flows for each of the two years in the period ended
June 30, 2000 in conformity with generally accepted accounting principles.

MALONE & BAILEY, PLLC
Houston, Texas

October 9, 2000

F-1

`JVWeb, Inc.
                                             Consolidated Balance Sheet
                                                    June 30, 2000


         ASSETS

Current Assets
  Cash                                                                             $     6,902
  Trade accounts receivable, net of $56,589
         allowance for doubtful accounts                                                 2,056
  Prepaid insurance                                                                      9,063
                                                                                      -----------
         Total Current Assets                                                           18,021
                                                                                      -----------

Office equipment and furniture, net of $3,476
         accumulated depreciation                                                        3,856
Note receivable                                                                         50,000
Deposit                                                                                    625
                                                                                    -----------
         TOTAL ASSETS                                                              $    72,502
                                                                                    ===========



         LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                                 $   168,191
  Accrued expenses                                                                       3,781
  Note payable to founding shareholder                                                 571,872
  Accrued interest on note to founding shareholder                                      29,858
                                                                                   -----------
         Total Current Liabilities                                                     773,702
                                                                                   -----------

Minority interest                                                                            0

Stockholders' Equity
  Preferred stock, $.01 par, 10,000,000 shares authorized,
         no shares issued or outstanding                                                  -
  Common stock, $.01 par, 50,000,000 shares authorized,
         13,097,946 shares issued and outstanding                                      130,979
  Paid in capital                                                                    3,534,004
  Accumulated (deficit)                                                             (4,366,183)
                                                                                   -----------
         Total Stockholders' Equity (deficit)                                       (  701,200)
                                                                                    -----------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $    72,502
                                                                                   ===========








                                   See summary of significant accounting policies
                                         and notes to financial statements.
                                                        F - 2`

`JVWeb, Inc.
                                           Consolidated Income Statements
                                     For the Years Ended June 30, 2000 and 1999


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

Sales                                                                              $    93,047         $   220,825
Cost of sales                                                                           22,200              53,286
                                                                                   -----------         -----------
         Gross Margin                                                                   70,847             167,539
                                                                                   -----------         -----------

General and administrative                                                           1,405,543           1,075,365
Writedown of investment carrying values                                              1,636,365
Bad debts reserve                                                                       56,923             219,789
Depreciation                                                                             1,771               1,463
                                                                                   -----------         -----------
                                                                                     3,100,602           1,296,617
                                                                                   -----------         -----------

         Operating (Loss)                                                           (3,029,755)         (1,129,078)

Other income and (expense)
  Interest income                                                                           35
  Interest expense on debt to founding shareholder                                  (   24,636)         (    8,129)
                                                                                   -----------         -----------
                                                                                    (   24,601)         (    8,129)
                                                                                   -----------         -----------

         Net (loss)                                                                $(3,054,356)        $(1,137,207)
                                                                                   ===========         ===========


Net loss per common share                                                                $(.29)              $(.14)

Weighted average common shares outstanding                                          10,601,106           7,968,402





















                                  See summary of significant accounting policies
                                         and notes to financial statements.
                                                        F - 3`

`JVWeb, Inc.
                                          Statement of Stockholders' Equity
                                     For the Years Ended June 30, 2000 and 1999


                                   Common Stock                    Paid In         Accumulated
                                     Shares        Amount          Capital          (Deficit)              Totals
                                  ---------      --------       ----------         -----------         -----------

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
  - services                     1,042,900        10,429            704,355                              714,784
  - investments
    AMP3                           200,000         2,000             98,000                              100,000

Time Financial
  - shares returned              (  70,000)      (   700)               700

Fractional shares                   45,060           451          (     451)

Net (loss)                                                                         (1,137,207)         (1,137,207)
                                  ---------      --------       ----------         -----------         -----------

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

Shares issued for
  - cash                           147,135         1,471            140,039                               141,510
  - services                     1,221,254        12,213            714,015                               726,228
  - less value of
      services not
      yet performed                                               (  73,632)                           (   73,632)

  - investments
    Sweepstakes                    650,000        14,500            948,000                               962,500
    Linksxpress                    650,000         6,500            456,000                               462,500
    Crosspointe                    527,000         5,270            521,730                               527,000
    iHomeline                      275,000         2,750            100,375                               103,125
    eonthestreet                   300,000         3,000            115,740                               118,740

Net (loss)                                                                         (3,054,356)         (3,054,356)
                                  ---------      --------        ---------         -----------         -----------

Balances,
  June 30, 2000                 13,097,946      $130,979         $3,534,003       $(4,366,183)        $(  701,200)
                                 ==========      ========       ==========         ===========         ===========










                                   See summary of significant accounting policies
                                         and notes to financial statements.
                                                        F - 4`

`Statements of Consolidated Cash Flows
                                     For the Years Ended June 30, 2000 and 1999


                                                                                       2000                1999
                                                                                   -----------         -----------
CASH FLOWS FROM OPERATIONS
  Net (loss)                                                                     $(3,054,356)        $(1,137,207)
  Adjustments to reconcile net deficit
    to cash provided from operating activities
         Depreciation                                                                  1,776               1,170
         Common stock issued for services                                            652,596             714,784
         Writedown of investments made with
           common stock
           - made in current year                                                  1,536,365
           - made in prior year                                                      100,000
         Bad debts                                                                    56,589
    Changes in:
         Accounts receivable                                                      (   58,645)
         Inventory                                                                                         5,305
         Employee advances                                                                                 2,550
         Prepaid expenses                                                             34,598          (   23,827)
         Accounts payable                                                            121,293              46,936
         Accrued interest payable to founder                                          22,005
         Accrued expenses                                                              3,781
                                                                                   -----------         -----------
         NET CASH (USED BY) OPERATING ACTIVITIES                                  (  583,998)         (  365,289)
                                                                                   -----------         -----------

CASH FLOWS (USED BY) INVESTING ACTIVITIES
  Purchase of office equipment and furniture                                      (    2,942)
  Equipment deposit made                                                          (      625)
  Investment in Note Receivable from AMP3                                                             (   50,000)
                                                                                   -----------         -----------
         NET CASH (USED BY) INVESTING ACTIVITIES                                   (    3,567)         (   50,000)
                                                                                   -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Advances by founding shareholder                                                    410,234             123,638
  Payments on third party note payable                                                                 (    1,250)
  Issuance of common stock                                                            141,510             335,212
                                                                                   -----------         -----------
         NET CASH FROM FINANCING ACTIVITIES                                           551,744             457,600
                                                                                   -----------         -----------

NET INCREASE (DECREASE) IN CASH                                                    (   35,821)             42,311

Cash at beginning of period                                                            42,723                 412
                                                                                   -----------         -----------

Cash at end of period                                                             $     6,902         $    42,723
                                                                                   ===========         ===========








                                   See summary of significant accounting policies
                                         and notes to financial statements.
                                                        F - 5`

JVWeb, Inc.
                                            NOTES TO FINANCIAL STATEMENTS

NOTE 1 - 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.

Consolidation.  All significant intercompany transactions have been eliminated.

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 recognition.
Revenue from consulting is recognized when services are rendered. Bad debts are
reserved whenever significant doubt arises as to collectibility.

Office equipment and furniture are valued at cost.  Depreciation is computed using the straight-line method based on estimated useful
lives of 3 to 5 years.

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 related to
differences in the carrying values of investments made by issuing stock, and by
depreciation timing differences.

NOTE 2 - INVESTMENTS

In fiscal 1999, the Company
advanced $268,589 in cash and services and 200,000 shares of stock (valued at
$100,000) in exchange for a 5% ownership in AMP-3.com, LLC, (AMP-3)
a start-up company providing Internet music retail sales and promotion services
to the music industry. Since then, AMP-3 has not been successful and the ability
of the Company to recover some or all of this investment is doubtful. All of
this investment was written off in the current year, excepting a $50,000 cash
loan made in 1999, because of doubtful collection. The $50,000 cash loan is
believed collectible because a substantial investor of AMP-3 personally guaranteed it.
Collection attempts have not begun because of the remaining possibility of AMP-3 paying it off.

In the current year, the
Company advanced $217,298 in cash and services, and 3,202,000 shares of stock
(valued at $2,036,365) in the following privately-held opportunities:

`National Sweepstakes Show, Inc., 1,450,000 shares for 57.3% ownership,
                  of which 800,000 shares are held in escrow pending certain performance
                  criteria being met; none has been met as of October 9, 2000.
                  - a start-up on-line, subscriber-based publication reporting on
                  sweepstakes opportunities and related websites.





                                                         F-6





                                                     JVWeb, Inc.
                                            NOTES TO FINANCIAL STATEMENTS


NOTE 2 - INVESTMENTS (continued)

         iHomeline, Inc., 275,000 shares for 50% ownership in the corporation,
                  which operates a website, 100% of the radio program "Home Line Talk Radio" and 50% ownership of a London-based
                  affiliate; Option to acquire an additional 25% of the U.S. corporation for $7,500 from Jim Neidner, founder of the
                  radio program, if Mr. Neidner ever quits.
                  - a start-up website for the home remodeling enthusiast in the
                  U.S., a separate website in the United Kingdom, and rights to a home improvement talk radio show.
         Linksxpress.com, Inc., 150,000 shares for 7.5% ownership (500,000
                  shares), options to purchase an additional 500,000 shares at prices ranging from $.25 to $2 per share and warrants
                  to purchase an additional 1,000,000 shares at $2 per share,
         Linksxpress.co.uk, Inc., 500,000 shares for 40% ownership.
                  - a start-up e-commerce shopping portal in Canada and plans for a similar one in the United Kingdom.
         Eonthestreet, Inc., 300,000 shares for 60% ownership in this corporation
                  which owns the "discoverstocks.com" website.
                  - a start-up website which selects and reports on the investment prospects of featured publicly-traded companies.
         Crosspointe Net, Inc., for 7.5% ownership of Crosspointe and 50%
                  ownership of Great Records, Inc., co-owned by Crosspointe.
                  - Crosspointe was formed to perform web-related fundraising for
                  churches and Great Records was formed to publish and promote Latin-Christian recording artists.`

The above investment agreements generally contain a buy-sell provision and non-compete clauses with certain principals, but no share
lockup agreements.

National Sweepstakes Show, Inc. is managed by the Company.  Each other entity is managed by the other owners.

Of the above, only the talk radio show existed as an operating entity with revenues prior to Company involvement.  Since its
acquisition on April 4, 2000, the Home Line Talk Radio show has had nominal revenues and expenses.

In 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."  SFAS 121 prescribes the accounting treatment for
long-lived assets, identifiable intangibles and goodwill related to those assets when there are indications that the carrying values
of those assets may not be recoverable.  Each such investment described above (excepting the "Home Line Talk Radio" portion of
iHomeline) is a start-up venture in Internet-related marketing concepts involving substantial up-front uncertainty about the
likelihood of success.  Management purchased each such venture stake only with Company stock, valued at the stock's trading price on
the day of the purchase.  Because almost no relevant valuation information on Internet marketing concepts exists, a review of
operating history to date was made in September 2000, requiring a write-down of the total $2,136,365 carrying value down to $0 as of
June 30, 2000.

F-7

JVWeb, Inc.
                                            NOTES TO FINANCIAL STATEMENTS

NOTE 2 - INVESTMENTS (continued)

Proper accounting for affiliates requires the use of full consolidation for affiliates where the Company controls operations, and the
equity method of accounting for affiliates with 20% - 50% ownership by the Company.  All operations of National Sweepstakes Show,
iHomeline and the radio talk show, and Eonthestreet are consolidated in these financial statements.  Great Records had no meaningful
expenses for the period ended June 30, 2000.  Expense monies advanced by the Company on other ventures are included in these
statements.  Any amounts obtained from other sources by Linksxpress or Crosspointe are not consolidated as the investments are
already written down to $0.

NOTE 3 - RELATED PARTY TRANSACTIONS

Mr. Micek, the founding shareholder, contributed $69,516 cash for his initial founding shares.  Since then, he has loaned the Company
$38,000 in fiscal 1998, $123,638 in 1999, and $410,234 in 2000.  These loans have no collateral, bear interest at 6% and are
repayable on demand.

NOTE 3 - RELATED PARTY TRANSACTIONS (continued)

The Company entered into a three-year employment agreement with Mr. Micek in October 1997, which provided for 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 Mr. Micek to purchase common stock at $.10 per share.  The options
may be exercised at any time and expire on October 30, 2002.

NOTE 4 - OPERATING LEASE

The Company is obligated on a corporate office lease in Houston, Texas on a month-to-month basis, currently at $1,800 per month.
Lease expense for 2000 and 1999 was $18,000 and $36,000, respectively

NOTE 5 - 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.

F-8

JVWeb, Inc.
                                            NOTES TO FINANCIAL STATEMENTS

NOTE 5 - STOCK OPTIONS (continued)

Summary information on each are as follows:

`Weighted         Weighted
                                                                                          Average          Average
                                                                                            Share           Share
                                                         Options           Price          Warrants          Price
                                                        ---------          -----         ---------         --------
Year ended June 30, 1998:
         Granted and outstanding                        2,541,250          $ .12         1,500,000           $ 1.00
Year ended June 30, 1999:
         Granted                                          985,000            .53
         Exercised                                       (432,400)           .26            26,262             1.00
                                                        ---------          -----         ---------           ------
Outstanding at June 30, 1999                            3,093,850            .23         1,473,738           $ 1.00
Year ended June 30, 2000:
         Granted                                          400,000            .22
         Exercised                                                                        (100,000)            1.00
         Forfeited                                       (350,000)           .50
                                                        ---------          -----         ---------           ------
Outstanding at June 30, 2000                            3,143,850          $ .22         1,373,738           $ 1.00
                                                        =========          =====         =========           ======`

Additional disclosures as of June 30, 2000 are:

`Options      Options @      Options      Options         Options
                                                   at $.10       $.22-.25      at $.50      at $.75        at $1.00
                                                 ---------       --------      -------      -------        --------
         Total options
         Number of shares  2,088,250               688,000        167,600      100,000      100,000
         Remaining life    2 years                 4 years        3 years      4 years      4 years

         Currently exercisable
           Share options   2,088,250               613,000        134,150      100,000      100,000`

As of June 30, 2000, 1,373,738 warrants with a remaining life expiring November 1, 2000 are outstanding.  All are exercisable.

Had compensation cost for the Company's issuances of stock options and warrants been determined based on the fair value on the grant
dates for awards under those plans consistent with the Black-Scholes option-pricing model suggested by FASB Statement 123, the
Company's losses and net loss per share would have been increased to the pro forma amounts indicated below:

`(in thousands)                                                                    2000              1999
                                                                                      --------            --------
         Net loss                                                 - As reported        $(3,054)            $(1,137)
                                                                  - Pro forma           (3,220)             (1,582)

         Net loss per share                                      -As reported          $( 0.29)            $( 0.14)
                                                                  - Pro forma          $( 0.30)            $( 0.20)`

Variables used in the
Black-Sholes option pricing model include (1) 5.5% risk-free interest rate, (2)
expected option life is the actual remaining life of the options as of year-end,
(3) expected volatility is the actual historical price fluctuation volatility
and (4) zero expected dividends.

F-9

# 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.

Dated:   October 16, 2000

JVWEB INC..
(Registrant)

|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 16, 2000
--------------------------------
Greg J. Micek                      (Principal Executive Officer,
                                   Principal Financial Officer and
                                   Principal Accounting Officer)

/s/ Lewis E. Ball                  Director                          October 16, 2000
--------------------------------`

# EXHIBITS
INDEX

`Exhibit No.       Description

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           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.

10.02           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.

10.03           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.

10.04           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.

10.05           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.

10.06           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.

10.07           Master Services Agreement dated March 1999 between the Company and Lernout &
                Hauspie Speech Products, S.A./N.V. is incorporated herein by reference from the
                Companys (SEC File No. 0-24001) Annual Report on Form 10-KSB for the year
                ended June 30, 1999 Item 13(a), Exhibit 10.13.

10.08           Exchange Agreement dated April 12, 1999 between the Company and AMP3.com, LLC is
                incorporated herein by reference from the Companys (SEC File No. 0- 24001)
                Annual Report on Form 10-KSB for the year ended June 30, 1999 Item 13(a),
                Exhibit 10.14.

10.09           Agreement dated September 17, 1999 between the Company and LinksXpress.com, Inc.
                is incorporated herein by reference from the Companys (SEC File No.
                0-24001) Quarterly Report on Form 10-QSB for the quarter ended September 30,
                1999 Item 6(a), Exhibit 10.1.

10.10           Stock Option Agreement dated September 17, 1999 executed by the Company in favor
                of LinksXpress.com, Inc. is incorporated herein by reference from the
                Companys (SEC File No. 0-24001) Quarterly Report on Form 10-QSB for the
                quarter ended September 30, 1999 Item 6(a), Exhibit 10.2.

10.11           Stock Option Agreement dated September 17, 1999 executed by LinksXpress.com,
                Inc. in favor of the Company is incorporated herein by reference from the
                Companys (SEC File No. 0-24001) Quarterly Report on Form 10-QSB for the
                quarter ended September 30, 1999 Item 6(a), Exhibit 10.3.

10.12           Warrant dated September 17, 1999 executed by LinksXpress.com, Inc. in favor of
                the Company is incorporated herein by reference from the Companys (SEC
                File No. 0-24001) Quarterly Report on Form 10-QSB for the quarter ended
                September 30, 1999 Item 6(a), Exhibit 10.4.

10.13           Stock Purchase Agreement dated December 21, 1999 between the Company and
                LinksXpress.com, Inc. is incorporated herein by reference from the
                Companys (SEC File No. 0-24001) Quarterly Report on Form 10-QSB for the
                quarter ended December 31, 1999 Item 6(a), Exhibit 10.1.

10.14           Stock  Purchase  Agreement  dated  January  21,  2000  between the  Company
                and  Crosspointe  Net,  Inc. is incorporated  herein by reference  from  Amendment
                No. 3 to the  Company's  Registration  Statement on Form SB-2/A (SEC File No.
                333-74381) filed March 16, 2000, Item 27, Exhibit 10.20.

10.15           Stock  Purchase  Agreement  dated  September  20, 1999  between the  Company  and
                LinksXpress.com,  Inc. is incorporated  herein by reference  from  Amendment  No.
                3 to the  Company's  Registration  Statement on Form SB-2/A (SEC File No. 333-74381)
                filed March 16, 2000, Item 27, Exhibit 10.21.

10.16           Stock Option Agreement dated November 7, 1999 executed by the Company in favor
                of Carlo Pellegrini is incorporated herein by reference from Amendment No. 3 to
                the Companys Registration Statement on Form SB-2/A (SEC File No.
                333-74381) filed March 16, 2000, Item 27, Exhibit 10.22.

10.17           Stock Option Agreement dated December 15, 1999 between the Company and Ken
                Gooley is incorporated herein by reference from Amendment No. 3 to the
                Companys Registration Statement on Form SB-2/A (SEC File No. 333-74381)
                filed March 16, 2000, Item 27, Exhibit 10.23.

10.18           Asset Purchase Agreement dated April 26, 2000 among National Sweepstakes Show,
                Inc., Sweepstakes Entertainment Corporation and Lawrence F. Curtin is
                incorporated herein by reference from the Companys (SEC File No. 0-24001)
                Current Report on Form 8-K dated April 27, 2000, Item 7(c), Exhibit 10.01.

10.19           First Amendment to Agreement dated September 17, 1999 between the Company and
                LinksXpress.com, Inc.

10.20           Purchase  Agreement and  Assignment  dated April 4,  2000 between the Company,
                on the one hand, and Home Line Talk Radio, Inc., Jim Neidner and Leonard Pizalate,
                on the other hand.

10.21           Services Agreement dated April 1, 2000 between the Company and iHomeline.com, Inc.

10.22           Sales  Representative  Agreement  (Integrated  Sponsorships)  dated April 1, 2000
                between the Company and iHomeline.com, Inc.

10.23           Agreement dated April 1, 2000 between the Company and Jim Neidner.

10.24           License Agreement dated April 4, 2000 between the Company and iHomeline.com, Inc.

10.25           Option Agreement dated April 4, 2000 made by Jim Neidner in favor of the Company.

10.26           Stock Purchase Agreement dated August 2, 2000 between the Company and 2Cs Communications, Ltd.

10.27           Stock Purchase Agreement dated May 10, 2000 between the Company and Jordan Ness.

10.28           Asset Contribution Agreement and Assignment dated May 10, 2000 between Jordan Ness and eonthestreet.com, Inc.

10.29           Asset Purchase Agreement and Assignment dated May 10, 2000 between Steve Naremore and eonthestreet.com, Inc.

10.30           Covenant Not to Compete dated May 10, 2000 executed by Steve Naremore in favor of eonthestreet.com, Inc.

10.31           Stipulation of Settlement dated May 5, 2000 among Louis Ferro, the Company and Greg J. Micek

99.01           The Companys Year 2000 Consultant Compensation Plan is incorporated herein
                by reference from the Companys Registration Statement on Form S-8 (SEC
                File No. 333-96057) filed February 3, 2000, Item 8, Exhibit 4.02.

99.02           The Companys 2000 Non-Qualified Stock Option Plan is incorporated herein
                by reference from the Companys Registration Statement on Form S-8 (SEC
                File No. 333-43884) filed August 16, 2000, Item 8, Exhibit 4.02.

          (b)   Reports on Form 8-K

                The Registrant filed a Current Report on Form 8-K dated May 12, 2000 reporting on
                the acquisition of substantially all of the assets of Sweepstakes Entertainment
                Corporation.`