# 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, 2001

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, 2001 were $41,420

The aggregate market value
of the voting stock held by non-affiliates of the registrant on October 1, 2001
was $151,369. The number of shares outstanding of the registrants Common
Stock, $.01 par value, as of Seeptemberr 27, 2001 was 2,384,981.

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.                                                    7

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

                                                      PART II.

Item 5.           Market for the Registrant's Common Equity and Related
                  Stockholder Matters.                                                  7

Item 6.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.                                  7

Item 7.           Financial Statements.                                                 8

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

                                                      PART III.

Item 9.           Directors, Executive Officers, Promoters and Control
                  Persons; Compliance with Section 16(a) of the Exchange Act.           8

Item 10.          Executive Compensation.                                               9

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

Item 12.          Certain Relationships and Related Transactions.                      11

                                                      PART IV.

Item 13.          Exhibits and Reports on Form 8-K.                                    12`

## 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. On May 20, 1998, the Company became publicly-held
through the distribution by a company now known as Junum, Inc.
(Junum) of certain of its shares of the Companys common stock
to Junums stockholders. The Company was formed for purposes of pursuing
electronic commerce opportunities. Because of certain reasons (including the
extreme declines in the electronic commerce markets and the Companys
financial resources), the Company was largely unsuccessful in the pursuit of
electronic commerce opportunities. As a result, in the fall of 2000 the Company
began the active search for an appropriate merger candidate in a transaction
that would likely result in a change in the control and management of the
Company. The Company has not yet found an appropriate merger candidate, 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. As of the fall of
2000, the Company had intended to continue to pursue its business plan during
fiscal 2001 (to the extent that the Company remained able) at a reduced level
from that pursued during fiscal 2000. However, later in 2000 the Company found
the continuation of its business plan in such manner was not possible. The
Company continues to hold certain electronic commerce assets and intends to seek
out opportunities to exploit commercially these assets. There can be no
assurance that such opportunities will be found or successfully exploited if
found.

The
Company does not now have any meaningful business operations, and it has no
definite plans to engage in any such operations in the foreseeable future under
the current circumstances. The Company is essentially a shell
company, although it continues to hold certain electronic commerce assets. In
its present form, the Company may be viewed as a vehicle to acquire or merge
with a business or company. 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 October 2000. The Company does
not intend to restrict its search to any particular business or industry. The
Company has not entered into a letter of intent (much less a definitive
agreement) in this regard. The nature of the business in which the Company will
engage in the future, the terms and circumstances under which the Company will
engage in such business, and even whether or not the Company will engage in a
future business, are now uncertain. There can be no assurance that any future
enterprise of the Company will be profitable or successful.

The
Company recognizes that because of its total lack of resources, the number of
suitable potential business ventures which may be available to it will be
extremely limited, and may be restricted to merger candidates who desire to
avoid what they believe to be the adverse factors related to an initial public
offering. The most prevalent of these factors include substantial time
requirements, legal costs, the inability to obtain an underwriter who is willing
to offer and sell shares publicly, and limitations on the amount of dilution
public investors will suffer to the benefit of the stockholders of the company
undertaking the initial public offering, along with other conditions or
requirements imposed by various federal and state securities laws, rules and
regulations.

Because
the Company has no meaningful assets, conducts no business and has no employees,
management anticipates that any merger would require the Company to issue shares
of its common stock (Common Stock) as the sole consideration for the
merger. This is likely to result in substantial dilution of the percentage
ownership interests of current stockholders. Any merger candidate (regardless of
its prospects) would require the Company to issue a substantial number of shares
of its Common Stock to complete any such merger. The Company believes that this
number of shares is likely to be between 80 and 95 percent of the outstanding
shares of the Company following the completion of any such transaction.

The
Companys Board of Directors will make the final determination to complete
any merger, and the approval of stockholders will not be sought unless required
by applicable laws, rules and regulations, the Companys Certificate of
Incorporation or Bylaws, or contract. Even if stockholder approval is sought,
Greg J. Micek, who is a director and President of the Company, beneficially owns
approximately 46.4% of the outstanding shares of Common Stock of the Company,
and thus could greatly influence the approval of any merger he believes
acceptable.

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.

WE DO NOT HAVE ANY MEANINGFUL REVENUES OR ANY ASSETS CURRENTLY BEING EXPLOITED.

We
do not have any meaningful revenues or any assets currently being exploited.
While we continue to explore opportunities for electronic commerce assets that
are currently inactive, we may not have any meaningful revenues until we
complete a merger. Moreover, there can be no assurance that any business merged
into us will produce any material revenues for us or our stockholders or that
any such business will operate on a profitable basis.

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
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 discussions that at this point in time are likely to
result in a definite merger transaction. 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.

WE
EXPECT THAT THE PERCENTAGE OWNERSHIP OF EXISTING STOCKHOLDERS WILL BE
SIGNIFICANTLY DILUTED IF WE COMPLETE A MERGER.

Our
Board of Directors will determine the size of any issuances of shares in
connection with any merger. Our Board of Directors intends to use its reasonable
business judgment to fulfill its fiduciary obligations to our then existing
stockholders in connection with any such issuance. Nonetheless, we expect to
issue a significant number of shares of our Common Stock to complete any future
merger of the nature we are currently seeking. As a result, existing
stockholders can expect to experience a significant ownership dilution.

WE RELY HEAVILY UPON A CERTAIN DIRECTOR AND OFFICER.

We  substantially  depend upon the efforts and skills of Greg J. Micek, a director and the President of the Company.  The loss
of Mr. Micek's services,  or his inability to devote sufficient attention to our operations,  could materially and adversely affect our
operations.  We have no employment  agreement or  non-compete  agreement  with Mr. Micek.  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.

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 46.4%
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 enable 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, 2001. 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. Recently, the number of shares traded has been extremely
limited. Moreover, 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
| | - | --------------------------------------

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 72,000 registered shares of our Common Stock for
issuance to outside consultants to compensate them for services provided. In
addition, we have available approximately 360,000 registered shares of our
Common Stock for issuance pursuant to exercises of options granted to selected
employees, directors and consultants. As of June 30, 2001, options to purchase
only approximately 36,000 of these registered shares had been granted. Moreover,
as of June 30, 2001, options to purchase an additional 127,693 unregistered
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 over 1.0 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.

## ITEM 3. LEGAL
PROCEEDINGS

None.

## 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 JVWW. As of September 14, 2001, the
Company had approximately 260 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, 2001:

         Fourth Quarter                                       $ .3438             $ .17

         Third Quarter                                        $ .9844           $ .2188

         Second Quarter                                       $1.3125           $ .2188

         First Quarter                                        $2.4062           $1.3125

         Fiscal year ending June 30, 2000:

         Fourth Quarter                                        $ .875            $ .218

         Third Quarter                                         $1.718            $ .281

         Second Quarter                                        $ .593            $ .156

         First Quarter                                         $ .937             $ .33`

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.

Operations  have been reduced to a minimum level as the Company seeks to find a merger  partner.  Management is  concentrating
virtually all of its efforts on finding a suitable  merger  partner.  In that regard,  due to input  received from numerous  investment
banking  individuals,  the company  effected a reverse  merger in its stock on December  20,  2000.  This action  reduced the number of
shares outstanding to approximately 2.1 million shares.

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

The  Company's  Class A warrants  were due to expire in May,  2001.  Management  has decided to extend  those  warrants  until
February 28, 2002.  Also,  the  registration  statement  underlying  the  warrants'  ability to be exercised  expired in January  2001.
Therefore,  the Company  presently  cannot permit the exercise of warrants.  Management  has  determined  that, at the present time, it
cannot afford the cost of filing a new  registration  statement for the warrants.  Therefore,  there is no certainty  that the warrants
will be exercisable in the foreseeable future.

The Company presently holds 200,000  restricted shares in Beddis  International,  Inc., a public company.  This stock is being
held for  investment  purposes.  The stock is  trading  very  lightly  on the pink  sheets.  The shares  were  retained  as part of the
unwinding of a joint  venture in which the Company was  involved.  For  accounting  purposes,  the shares were written down to $0 under
the  impairment  review  under  FASB  121  as  of  June  30,  2000.  Under  FASB  115,  subsequent  increases  in  the  fair  value  of
available-for-sale  securities  may be recognized  through an increase in  Comprehensive  Income.  Management  has not yet determined a
fair value beyond $0 for these shares for accounting purposes.

## 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                               46                Director, President

         Lewis E. Ball                               69                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 2001,  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, 2001, 2000, or 1999 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              6/30/01           (2)              -0-                     -0-
Chief Executive            6/30/00          (2)               -0-                     -0-
Officer and                6/30/99           (2)              -0-                     -0-
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 2001, fiscal 2000 or fiscal 1999.

# 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  exercised  during the fiscal year ended June 30,
2001 and the value realized upon such exercise.  No named executive  officer has been granted any SAR's.  The "Value  Realized"  column
reflects  the  difference  between the market  price on the date of exercise  and the  exercise  price paid for all options  exercised.
Thus, the "Value Realized" does not necessarily  reflect what the executive officer might receive,  should he choose to sell the shares
acquired  by the option  exercise,  because  the market  price of the shares so  acquired  may at any time be higher or lower than that
price on the exercise date of the option.

`Aggregated Option Exercises in Last
                                  Fiscal Year and Fiscal Year End Option Values(1)

(a)                                         (b)                                         (c)

                                    Number of Shares                              Value
                                    Acquired on Exercise                        Realized(2)
                                    --------------------                        -----------

Greg J. Micek                       285,714                                     -$142,857(2)`

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

(1)      The Columns designated by the SEC for the reporting of the number of securities  underlying  unexercised options and the value
         of unexercised in-the-money options have been eliminated as no such options existed as of June 30, 2001.
(2)      The exercise price used for computing  this value was $.70 of cancelled  indebtedness  per share,  and the price of the Common
         Stock used for  computing  this value was the $.20 per share  closing bid price of the Common Stock on the OTC Bulletin  Board
         on May 1, 2001, the date of exercise of the related option.

# Compensation Agreement with Key Personnel

The Company currently has no employment contracts or other compensation agreements with any of its members of management.

## 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                                    1,106,428        46.4%
         5444 Westheimer, Suite 2080
         Houston, Texas 77056

         Lewis E. Ball                                       17,142          *
         6122 Valley Forge
         Houston, Texas 77057

         All directors and officers                       1,123,570        47.1%
         as a group (two persons)`

(1) Includes shares of stock beneficially owned pursuant to options and warrants
exercisable within 60 days after the date of this Annual Report.

*        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
approximately 885,714 shares of Common Stock (after taking into account the
Companys one-for-seven reverse stock split completed in February 2001) in
consideration of a payment of $62,000. In connection with the organization of
the Company, the Company also entered into an employment agreement with Mr.
Micek providing for an annual salary in the amount of $60,000. This employment
agreement expired in accordance with its terms in November 2000. No amounts were
paid to Mr. Micek pursuant to this employment agreement. Mr. Micek was also
granted an option to acquire 285,714 shares of Common Stock (after taking into
account the foregoing reverse stock split) for a per-share exercise price of
$.70. Mr. Miceks exercise of this option during fiscal 2001 is featured in
a table captioned Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year End Option Values contained in ITEM 10. EXECUTIVE
COMPENSATION above.

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,  Greg J. Micek has  heretofore  advanced to the Company an  additional
amount of $ 451,072.  Each of the promissory  notes and the  outstanding  balance of the additional  amount are accruing  interest at a
rate of six  percent per annum.  During  fiscal  2001,  $200,000 of the  outstanding  balance  owed to Greg J. Micek was applied to the
exercise price of an option to acquire  285,714  shares of Common Stock.  As of June 30, 2001, the total balance owed by the Company to
Greg J. Micek  (including  accrued  interest)  was  approximately  $519,320.  Greg J. Micek has not  expressed  any intention to demand
payment of any of the outstanding amounts.

# PART IV.

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

(a) Documents filed as part of this report:

`(i) Consolidated Financial Statements:

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

          Balance Sheet as of June 30, 2001 ................................................................... F-2

          Income Statements for the years ended June 30, 2001 and 2000  ....................................... F-3

          Statement of Stockholders' Deficit for the years ended June 30, 2001 and 2000 ........................F-4

          Statements of Cash Flows for the years ended June 30, 2001 and 2000  ................................ F-5

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

(ii) Financial Statement Schedules:

          Schedule II - Valuation and Qualifying Accounts

(iii) 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.

4.05            Third Amendment to Agreement dated April 15, 1998 between the Company and American Stock Transfer  Company &
                Trust Company.

4.06            Fourth  Amendment to Agreement dated April 15, 1998 between the Company and American Stock Transfer  Company
                & Trust Company.

10.01           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.

10.02           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.

10.03           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.

10.04           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.

10.05           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.

10.06           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.

10.07           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, is incorporated herein by reference from the Companys
                (SEC File No. 0-24001) Annual Report on Form 10-KSB filed with the SEC on
                October 16, 2000, Item 13(a)(iii), Exhibit 10.20.

10.08           Services Agreement dated April 1, 2000 between the Company and iHomeline.com,
                Inc. is incorporated herein by reference from the Companys (SEC File No.
                0-24001) Annual Report on Form 10-KSB filed with the SEC on October 16, 2000,
                Item 13(a)(iii), Exhibit 10.21.

10.09           Sales Representative Agreement (Integrated Sponsorships) dated April 1, 2000
                between the Company and iHomeline.com, Inc. is incorporated herein by reference
                from the Companys (SEC File No. 0-24001) Annual Report on Form 10-KSB
                filed with the SEC on October 16, 2000, Item 13(a)(iii), Exhibit 10.22.

10.10           Agreement dated April 1, 2000 between the Company and Jim Neidner is
                incorporated herein by reference from the Companys (SEC File No. 0-24001)
                Annual Report on Form 10-KSB filed with the SEC on October 16, 2000, Item
                13(a)(iii), Exhibit 10.23.

10.11           License Agreement dated April 4, 2000 between the Company and iHomeline.com,
                Inc. is incorporated herein by reference from the Companys (SEC File No.
                0-24001) Annual Report on Form 10-KSB filed with the SEC on October 16, 2000,
                Item 13(a)(iii), Exhibit 10.24.

10.12           Option Agreement dated April 4, 2000 made by Jim Neidner in favor of the Company
                is incorporated herein by reference from the Companys (SEC File No.
                0-24001) Annual Report on Form 10-KSB filed with the SEC on October 16, 2000,
                Item 13(a)(iii), Exhibit 10.25.

10.13           Stock Purchase Agreement dated August 2, 2000 between the Company and 2Cs, Ltd
                is incorporated herein by reference from the Companys (SEC File No.
                0-24001) Annual Report on Form 10-KSB filed with the SEC on October 16, 2000,
                Item 13(a)(iii), Exhibit 10.26.

10.14           Stock Purchase Agreement dated May 10, 2000 between the Company and Jordan Ness
                is incorporated herein by reference from the Companys (SEC File No.
                0-24001) Annual Report on Form 10-KSB filed with the SEC on October 16, 2000,
                Item 13(a)(iii), Exhibit 10.27.

10.15           Asset Contribution Agreement and Assignment dated May 10, 2000 between Jordan
                Ness and eonthestreet.com, Inc. is incorporated herein by reference from the
                Companys (SEC File No. 0-24001) Annual Report on Form 10-KSB filed with
                the SEC on October 16, 2000, Item 13(a)(iii), Exhibit 10.28.

10.16           Asset Purchase Agreement and Assignment dated May 10, 2000 between Steve
                Naremore and eonthestreet.com, Inc. is incorporated herein by reference from the
                Companys (SEC File No. 0-24001) Annual Report on Form 10-KSB filed with
                the SEC on October 16, 2000, Item 13(a)(iii), Exhibit 10.29.

10.17           Covenant Not to Compete dated May 10, 2000 executed by Steve Naremore in favor
                of eonthestreet.com, Inc. is incorporated herein by reference from the
                Companys (SEC File No. 0-24001) Annual Report on Form 10-KSB filed with
                the SEC on October 16, 2000, Item 13(a)(iii), Exhibit 10.30.

10.18           Stipulation of Settlement dated May 5, 2000 among Louis Ferro, the Company and
                Greg J. Micek is incorporated herein by reference from the Companys (SEC
                File No. 0-24001) Annual Report on Form 10-KSB filed with the SEC on October 16,
                2000, Item 13(a)(iii), Exhibit 10.31.

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

                  None.`

# FINANCIAL
STATEMENTS

# INDEPENDENT AUDITOR'S REPORT

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

We have audited the
accompanying balance sheet of JVWeb, Inc., as of June 30, 2001, and the related
statements of income, stockholders equity, and cash flows for each of the
two years ended June 30, 2001. These financial statements are the responsibility
of the Companys management. Our responsibility is to express an opi nion
on these financial statements based on our audit.

We conducted our audit in
accordance with auditing standards generally accepted in the United States.
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, 2001, and the results of
its operations and its cash flows for each of the two years ended June 30, 2001
in conformity with accounting principles generally accepted in the United
States.

MALONE & BAILEY, PLLC
Houston, Texas

August 7, 2001

`F-1`

`JVWeb, Inc.
                                  Balance Sheet
                                  June 30, 2001


         ASSETS

Current Assets
  Cash                                                                             $     2,527
  Marketable securities
                                                                                   -----------
         Total Current Assets                                                            2,527


Office equipment and furniture, net of $5,517
         accumulated depreciation                                                        1,416
                                                                                   -----------
         TOTAL ASSETS                                                              $     3,943
                                                                                   ===========



         LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable                                                                 $    82,884
  Accrued expenses                                                                         284
  Current portion of note payable                                                        1,536
  Note payable to founding shareholder                                                 451,074
  Accrued interest on note to founding shareholder                                      68,246
                                                                                   -----------
         Total Current Liabilities                                                     604,024
                                                                                   -----------
  Note payable, net of current portion                                                   4,974
                                                                                    ----------
         Total Liabilities                                                             608,998
                                                                                    -----------
Stockholders' Deficit
  Preferred stock, $.01 par, 10,000,000 shares authorized,
         no shares issued or outstanding
  Common stock, $.01 par, 50,000,000 shares authorized,
         2,284,027 shares issued and outstanding                                        22,840
  Paid in capital                                                                    4,263,851
  Accumulated (deficit)                                                             (4,891,746)
                                                                                    -----------
         Total Stockholders' Deficit                                                 ( 605,055)
                                                                                    -----------
         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                $     3,943
                                                                                    ===========












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

`JVWeb, Inc.
                                Income Statements
                   For the Years Ended June 30, 2001 and 2000


                                                  2001                2000
                                                -----------         -----------

Sales                                         $    41,420         $    93,047
Cost of sales                                      33,625              22,200
                                              -----------         -----------
         Gross Margin                               7,795              70,847
                                              -----------         -----------

General and administrative                        436,432           1,405,543
Writedown of investment carrying values            50,000           1,636,365
Bad debts reserve                                     956              56,923
Depreciation                                        2,185               1,771
                                               -----------         -----------
                                                  489,573           3,100,602
                                               -----------         -----------

         Operating (Loss)                        (481,778)         (3,029,755)

Other income and (expense)
  Interest income                                      59                  35
  Gain on sale of equipment                           144
  Interest expense on debt to founding
     shareholder                                 ( 43,988)         (   24,636)
                                                ----------         -----------
                                                 ( 43,785)         (   24,601)
                                               -----------         -----------

         Net (loss)                           $  (525,563)        $(3,054,356)
                                               ===========         ===========


Net loss per common share                           $(.27)             $(2.02)

Weighted average common shares outstanding      1,970,911           1,514,444






















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

`JVWeb, Inc.
                                        Statement of Stockholders' Deficit
                                    For the Years Ended June 30, 2001 and 2000


                              Common Stock       Paid In          Accumulated
                           Shares      Amount    Capital          (Deficit)            Totals
                          ----------  --------  ----------       -----------         -----------
Balances,
  June 30, 1999            9,327,557 $ 93,276  $1,241,236      $(1,311,827)        $    22,685

1 for 7 reverse
  stock split on
  January 16, 2001         (7,995,050)(79,951)     79,951
                           ---------- -------    --------      -----------         -----------
Balances as restated
  June 30, 1999            1,332,507 13,325     1,321,187       (1,311,827)             22,685

Shares issued for
  - cash                   21,019       210       141,300                              141,510
  - services               174,465    1,745       724,482                              726,227
  - less value of
      services not
      yet performed                               (73,632)                          (   73,632)
  - investments
    Sweepstakes            92,857       928       461,572                              462,500
    Linksxpress            92,857       928       324,072                              325,000
    Crosspointe            75,286       753       526,247                              527,000
    iHomeline              39,286       393       102,732                              103,125
    eonthestreet           42,857       429       118,311                              118,740
Net (loss)                                                      (3,054,356)         (3,054,356)
                       ----------   --------    ----------      -----------         -----------
Balances,
  June 30, 2000            1,871,134 18,711     3,646,271       (4,366,183)         (  701,201)

Shares issued for
  - services               98,608       986       114,785                              115,771
  - add value of
      services
      performed for
      shares issued
      last year                                    73,632                               73,632
  - investments            28,571       286        37,214                               37,500
Founder converted
  options for partial
  cancellation of
  note payable             285,714    2,857       197,143                              200,000
Reduction of note
  payable to founder
  by contribution to
  capital                                         194,806                              194,806
Net (loss)                                                      (  525,563)         (  525,563)
                        ----------  --------    ----------     -----------         -----------
Balances,
  June 30, 2001            2,284,027 $ 22,840  $4,263,851      $(4,891,746)        $(  605,055)
                          ========== ========  ==========      ===========         ===========





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

`JVWeb, Inc.
                            Statements of Cash Flows
                   For the Years Ended June 30, 2000 and 2001


                                                                  2001                2000
                                                              -----------         -----------
CASH FLOWS FROM OPERATIONS
  Net (loss)                                                   $  (525,563)        $(3,054,356)
  Adjustments to reconcile net deficit
    to cash provided from operating activities
         Depreciation                                                2,185               1,776
         Common stock issued for services                          189,403             652,596
         Impairment of investment carrying value                    37,500
         Writeoff of investment note receivable                     50,000
         Gain on sale of assets                                   (    144)
         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                                         2,056          (   58,645)
         Security deposits                                             625          (      625)
         Prepaid expenses                                            9,063              34,598
         Accounts payable                                         ( 85,307)            121,293
         Accrued interest payable to founder                        38,388              22,005
         Accrued expenses                                         (  3,497)              3,781
                                                                 -----------         -----------
         NET CASH (USED BY) OPERATING ACTIVITIES                  (285,291)         (  584,623)
                                                                 ----------         -----------

CASH FLOWS (USED BY) INVESTING ACTIVITIES
  Purchase of office equipment and furniture                                        (    2,942)
  Proceeds from sale of assets                                         400
                                                                  ---------         -----------
         NET CASH (USED BY) INVESTING ACTIVITIES                       400          (    2,942)
                                                                  ---------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Advances by founding shareholder                                  79,200             410,234
  Contribution to capital by founding
    shareholder                                                    194,806
  Proceeds from third party note payable                             7,844
  Payments on third party note payable                            (  1,334)
  Sale of common stock                                             141,510
                                                                -----------         -----------
         NET CASH FROM FINANCING ACTIVITIES                        280,516             551,744
                                                                -----------         -----------

NET INCREASE (DECREASE) IN CASH                                   (  4,375)         (   35,821)

Cash at beginning of period                                          6,902              42,723
                                                                ----------         -----------
Cash at end of period                                          $     2,527         $     6,902
                                                               ===========         ===========





                 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.

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 - MARKETABLE SECURITIES

The Company owns 200,000 shares of Beddis International, Inc., which is
currently a public company with no recent market trading.

NOTE 3 - COMMON STOCK

On January 16, 2001, the
board of directors authorized a one-for-seven reverse split. All share and share
amounts have been restated.

In August 2000, the Company
issued 28,571 shares as an investment in Cs Communication for a total
value of $37,500. The carrying amount of the investment has subsequently been
written down to $0.

In May 2001, the founder
exercised 285,714 options at an exercise price of $.70 per share for a $200,000
reduction of the note payable to founder.

In fiscal 2001, the Company
issued 98,608 shares to various individuals for consulting and legal services
valued at $115,070.

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,
$410,234 in 2000 and $79,200 in 2001. These loans have no collateral, bear
interest at 6% and are repayable on demand.

F-6

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. As a result of the one-for-seven reverse split on January 16,
2001, the number of options was reduced to 285,714 with an exercise price of
$.70 per share. In May 2001, all 285,714 options were exercised for a reduction
of $200,000 of the note payable to founder.

NOTE 5 - NOTE PAYABLE

In December 2000, the
Company executed a note payable to Balboa Capital. Balboa Capital paid off an
obligation of the Company in the amount of $7,844. The note payable calls for a
down payment of $844 and monthly payments of $422 for a period of 36 months at
an annual interest rate of 60%. The balance at June 30, 2001 was $6,510.

NOTE 6 - OPERATING LEASE

The Company is obligated on
a corporate office lease in Houston, Texas on a month-to-month basis, currently
at $1,300 per month. Lease expense for 2001 and 2000 was $16,300 and $18,000,
respectively.

NOTE 7 - STOCK OPTIONS AND WARRANTS

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.

The Company adopted its
2000 Non-Qualified Stock Option Plan in August 2000, whereby the Board of
Directors may issue up to 714,286 shares (as restated for the January 2001
reverse split) at its discretion. No shares were issued during the current
fiscal year.

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, 2001 and 2000.

F-7

Summary information on each are as follows:

`Weighted          Weighted
                                                                                         Average           Average
                                                                                           Share            Share
                                                        Options            Price         Warrants           Price
                                                       ----------          -----        ----------         --------
Year ended June 30, 1999:
         Granted and outstanding                        3,093,850          $ .23         7,473,738         $   3.01

1-for-7 reverse split                                  (2,651,871)                      (6,406,061)
                                                       ----------          -----        ----------         --------
Restated balance at June 30, 1999                         441,979           1.61         1,067,677            21.07

Year ended June 30, 2000:
         Granted                                           57,142           1.54
         Exercised                                     (   14,286)          7.00
         Forfeited                                     (   50,000)          3.50
                                                       -----------         -----        ----------         --------
Outstanding at June 30, 2000                              449,121           1.42         1,053,391            21.24

Year ended June 30, 2001:
         Exercised                                     (  285,714)           .70
                                                       ----------          -----        ----------         --------
Outstanding at June 30, 2001                              163,407          $2.69         1,053,391        $   21.24
                                                       ==========          =====        ==========         ========`

Additional disclosures as of June 30, 2001 are:

`Options       Options @       Options      Options       Options
                                                  at $.10        $.22-.25       at $.50      at $.75       at $1.00
                                                  --------       --------       -------      -------       --------
         Total options
         Number of shares                           12,607         98,286        23,943       14,286         14,286
         Remaining life                             1 year        3 years       2 years      3 years        3 years

         Currently exercisable
           Share options                            12,607         98,286        23,943       14,286         14,286

                                                  Class A        Class B       Class C
                                                  Warrants       Warrants      Warrants
                                                    at $7         at $14        at $35
                                                  --------       --------      --------
         Total warrants
         Number of shares                          196,248        428,571       428,571
         Remaining life                             1 year         1 year        1 year

         Currently exercisable
           Share warrants  196,248                 428,571        428,571`

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)                                         2001              2000
                                                               -------             -------
         Net loss                      - As reported          $ ( 452)            $(3,054)
                                       - Pro forma              ( 485)             (3,220)

         Net loss per share            - As reported          $ (0.23)            $( 2.02)
                                       - Pro forma            $ (0.25)            $( 2.13)`

F-8

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 3, 2001

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 3, 2001
--------------------------------
Greg J. Micek                       (Principal Executive Officer,
                                    Principal Financial Officer and
                                    Principal Accounting Officer)

/s/ Lewis E. Ball                           Director                            October 3, 2001
--------------------------------`

`EXHIBITS INDEX

Exhibit
Number            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.
4.05              Third Amendment to Agreement dated April 15, 1998 between the Company and American Stock Transfer  Company &
                  Trust Company.
4.06              Fourth  Amendment to Agreement dated April 15, 1998 between the Company and American Stock Transfer  Company
                  & Trust Company.
10.01             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.
10.02             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.
10.03             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.
10.04             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.
10.05             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.
10.06             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.
10.07             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, is incorporated  herein by reference
                  from the  Company's  (SEC File No.  0-24001)  Annual Report on Form 10-KSB filed with the SEC on October 16,
                  2000, Item 13(a)(iii), Exhibit 10.20.
10.08             Services  Agreement dated April 1, 2000 between the Company and iHomeline.com,  Inc. is incorporated  herein
                  by reference  from the Company's (SEC File No.  0-24001)  Annual Report on Form 10-KSB filed with the SEC on
                  October 16, 2000, Item 13(a)(iii), Exhibit 10.21.
10.09             Sales  Representative  Agreement  (Integrated  Sponsorships)  dated  April 1, 2000  between  the Company and
                  iHomeline.com,  Inc. is  incorporated  herein by reference from the Company's (SEC File No.  0-24001) Annual
                  Report on Form 10-KSB filed with the SEC on October 16, 2000, Item 13(a)(iii), Exhibit 10.22.
10.10             Agreement dated April 1, 2000 between the Company and Jim Neidner is  incorporated  herein by reference from
                  the Company's  (SEC File No.  0-24001)  Annual Report on Form 10-KSB filed with the SEC on October 16, 2000,
                  Item 13(a)(iii), Exhibit 10.23.
10.11             License Agreement dated April 4, 2000 between the Company and iHomeline.com,  Inc. is incorporated herein by
                  reference  from the  Company's  (SEC File No.  0-24001)  Annual  Report on Form 10-KSB filed with the SEC on
                  October 16, 2000, Item 13(a)(iii), Exhibit 10.24.
10.12             Option  Agreement dated April 4, 2000 made by Jim Neidner in favor of the Company is incorporated  herein by
                  reference  from the  Company's  (SEC File No.  0-24001)  Annual  Report on Form 10-KSB filed with the SEC on
                  October 16, 2000, Item 13(a)(iii), Exhibit 10.25.
10.13             Stock Purchase  Agreement  dated August 2, 2000 between the Company and 2Cs, Ltd is  incorporated  herein by
                  reference  from the  Company's  (SEC File No.  0-24001)  Annual  Report on Form 10-KSB filed with the SEC on
                  October 16, 2000, Item 13(a)(iii), Exhibit 10.26.
10.14             Stock Purchase  Agreement dated May 10, 2000 between the Company and Jordan Ness is  incorporated  herein by
                  reference  from the  Company's  (SEC File No.  0-24001)  Annual  Report on Form 10-KSB filed with the SEC on
                  October 16, 2000, Item 13(a)(iii), Exhibit 10.27.
10.15             Asset  Contribution  Agreement and Assignment  dated May 10, 2000 between Jordan Ness and  eonthestreet.com,
                  Inc. is  incorporated  herein by reference from the Company's (SEC File No.  0-24001)  Annual Report on Form
                  10-KSB filed with the SEC on October 16, 2000, Item 13(a)(iii), Exhibit 10.28.
10.16             Asset  Purchase  Agreement and Assignment  dated May 10, 2000 between Steve  Naremore and  eonthestreet.com,
                  Inc. is  incorporated  herein by reference from the Company's (SEC File No.  0-24001)  Annual Report on Form
                  10-KSB filed with the SEC on October 16, 2000, Item 13(a)(iii), Exhibit 10.29.
10.17             Covenant Not to Compete dated May 10, 2000 executed by Steve Naremore in favor of eonthestreet.com,  Inc. is
                  incorporated  herein by reference  from the Company's  (SEC File No.  0-24001)  Annual Report on Form 10-KSB
                  filed with the SEC on October 16, 2000, Item 13(a)(iii), Exhibit 10.30.
10.18             Stipulation  of  Settlement  dated  May 5,  2000  among  Louis  Ferro,  the  Company  and  Greg J.  Micek is
                  incorporated  herein by reference  from the Company's  (SEC File No.  0-24001)  Annual Report on Form 10-KSB
                  filed with the SEC on October 16, 2000, Item 13(a)(iii), Exhibit 10.31.
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.`