U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB

[X] Annual report under section 13 or 15 (d) of the  Securities  Exchange Act of
1934 for the fiscal year ended December 31, 1999.

[ ] Transition report under section 13 or 15 (d) of the Securities  Exchange Act
of 1934 for the transition period from        to
                                       ------    -----

Commission file number: 0-26999

                                GLOBAL WEB, INC.
                                ----------------
                 (Name of small business issuer in its charter)

             Utah                                               87-0427550
             ----                                               ----------
State or other jurisdiction of                                I.R.S. Employer
incorporation or organization                                Identification No.

                     11781 South Lone Peak Parkway, No. 110
                     --------------------------------------
                               Draper, Utah 84020
                               ------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:(801)523-1003
                                                   -------------
Securities registered pursuant to Section 12(b) of the Act:  None
Title of each class registered: N/A.
Name of each exchange on which registered: N/A
Securities to be registered under section 12(g) of the Act:  None

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

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulations  S-B is not  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. [ ]

     State the  registrant's net revenue (loss) for its most recent fiscal year:
$71,855.

     The aggregate  market value of voting stock held by  non-affiliates  of the
registrant on December 31, 1999, was approximately $67,500.

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date: as of December 31, 1999, there
were  outstanding  8,564,500  shares of registrant's  Common stock, par value of
$.001 per share.

     Documents incorporated by reference: Exhibits, Item 13.

     Transitional Small business Disclosure Format Yes [ ]   No  [X]


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PART I.
-------

                                   THE COMPANY

Exact corporate name: Global Web, Inc.
State and date of incorporation: Utah - September 6, 1985.
Street address of principal office: 11781 South Lone Peak
Parkway, No. 110, Draper, Utah 84020.
Company telephone number:(801) 523-1003.
Fiscal year:December 31

PART I

Item 1. Description of Business.

     Global Web, Inc., a Utah corporation (hereinafter "Registrant" or "Company"
or "we" or other forms of the personal  pronoun  first person  plural)  based in
Draper, Utah, develops and markets Internet services to Internet users including
commercial  businesses.  In  particular,  we provide  services to customers  who
believe that the Internet will assist their business or that the Internet may be
used to market products and services.

     When a person or other  entity  subscribes  to a web site  hosted by us, it
then  has  access  to and  the  use of our  software  called  "Web  Builder."  A
subscriber  uses Web  Builder to  construct  or build the web site.  A subscribe
gains access to the Web Builder through the Internet and must provide a personal
access  code to  build  the web  site or to make  changes.  Web  Builder  is not
downloaded or sold separately as a software program. Access is available only as
a  subscriber.  Web Builder  allows a customer to build a web page  according to
choices  provided  in the  software.  Much  of the  web  page  is  assembled  by
designating  the choice from the options  offered.  The options offered are menu
based and the customer selects merely by pointing and clicking.  Options include
such  things as  background  colors,  type faces for text,  page  location,  and
graphics.  Through the software a subscriber may make changes to the web page as
needed or desired.

     We offer  different  packages  to  assist  businesses  and  individuals  to
establish web pages and web sites using Web Builder.  The price per month ranges
from approximately $14.95 to $69,95. Presently we offer three different packages
with  monthly  fees  of  $14.95,  $34.95  and  $69.95  and  the  percentages  of
subscribers  are 39%, 43% and 18%  respectively.  Generally,  the more  services
provided, the higher will be the price. Packages differ by the services provided
such as  numbers of web  pages,  E- mail  accounts,  classified  ads,  number of

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graphics,  amount of text, and other eCommerce services  provided.  From time to
time we may vary the packages  offered by prices,  services or options  provided
depending on past results,  market  conditions,  and anticipated sales. Also, we
offer other  services such as  consultation  and online  training.  Generally we
provide  guidance to  subscribers  to assist in the  development  and use of web
sites and web pages. For a fee we provide  additional  training.  Our experience
has been to sell more  packages in the lower  price  ranges.  Other  value-added
services are offered. Management believes that our products have application for
small businesses in the business to business market.

     We offer a service call  "ZowieWeb"  to those selling goods and services on
their web sites.  Our services and products allow people to shop on the Internet
and purchase items from different  vendors.  The customer pays for the purchases
at one time using a credit card or check.  Our products  are used in  connection
with a national merchant account vendor. Our products have different  variations
with additional features and enhancements.

     We have a web-based  real-time database accessible through the Internet for
seminar  sponsor and  telemarketing  firms.  This database  allows the user in a
secured  environment to search (by different  options),  open, edit, update, and
delete information,  such as purchaser records, using an Internet connection and
any web browser.  As changes are submitted to the database  record,  the results
are posted on a real-time  basis and the changes are  instantly  made on the web
server.  Changes to the database can be accessed by anyone with authorization to
access  the web  site.  The  data  comprising  the  database  may be  customized
according to  specifications  and  requirements.  Also,  specific reports can be
created based on the information in the database. New features may be added over
time.

     In the next few  months  we  anticipate  that we will  commence  to  market
through mass media advertising products called ZowieWeb and  FreeBeattlebug.com.
ZowieWeb  provides  a  choice  of web site  features  and  characteristics  that
simplify the process of creating a web page. Further,  because of the variety of
choices available, web sites will differ. We have committed limited funds to the
advertising  project and will assess the  advertising  dollars spent against the
revenues  generated.  If the  revenues  from the  media  campaign  are less than
anticipated,  we may cancel or change the  advertising  program.  FreeBeattlebug
encourages  traffic to our web site.  Also, we intend to offer a web site called
FreeFordFocus.com.  FreeBeattlebug  and  FreeFordFocus  will be vehicles to sell
advertising space either on the main page or as banner advertising.

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     We made one trademark filing for "Web Builder" and anticipate  making other
filings in the future.  We have made only a  preliminary  search  regarding  the
availability  and rights to these  names.  We have filed for domain  names which
relate  to  services  offered.  Generally,  our  rights  to these  names  may be
challenged in the future by others which,  if successful,  may adversely  affect
our business. If a name used by us were unavailable, we would have to rename the
product provided and would thereby lose any name identification  established and
good will associated with that particular name.

     We host web sites for  subscribers  who have their own  domain  name or URL
also known as a Uniform Resource Locator.  A URL is the address on the Internet.
Every URL is a series of numbers which directs access to the web site whether it
is hosted by the Company or a competitor. If a subscriber changes to a different
host, the subscriber  will then have to make  arrangements to change the URL. We
believe that because of the  inconvenience  of changing the URL, it  discourages
subscribers from changing to another host.

     We have under  development a service  targeted for real estate  brokers and
agents which is preliminarily called RealtySearch.Net.  Real estate agents would
have their web site which would have  information  about the agent and listings.
We are unable to determine  when or if the  development  of this service will be
completed.  It will depend on funds available for development and  developmental
problems.

     In 1999 we spent  approximately  $42,686 and in 1998 we had no expenditures
for research and development.  Subscribers do not directly bear any research and
development costs.

     Presently,  Web Builder is the main  component of our  business.  We cannot
state a percentage  of its revenues  derived from Web Builder.  Our products are
bundled with other services and products  provided by us and others and marketed
as a package.

     Presently we service  approximately 8,000 subscribers for web sites and our
other products. We are not dependent upon a few major customers.

     We service for  StarGate  Global,  Inc.,  approximately  40  accounts  that
participate  on the  StarGate  Marketplace,  an  Internet  mall.  We provide the
hosting  service and customer  service for the mall  accounts.  We service these
accounts  for costs plus ten per cent.  Over time the number of  subscribers  to
StarGate   Marketplace   has   declined.   Presently  we  receive   revenues  of

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approximately  $1,500 to $2,000  per  month.  We  anticipate  that over time the
revenues from  servicing the mall  accounts will decline.  StarGate  Global is a
related  party  because the owners of StarGate  Global are also our four primary
shareholders.

Background.

     Global Web, Inc. was organized on September 6, 1985,  under the laws of the
State of Utah as BP 150,  Inc.,  having the purpose of  investing  in a business
opportunity.  We sold  150,000  shares of common  stock in a public  offering in
January 1986. In 1987 we invested these funds in a restaurant franchise area. At
that time we changed our name to American  Restaurant  Management,  Inc. In 1989
the restaurant venture failed. We were inactive from 1989 until March 1998.

     In March  1999 we  acquired  all of the issued  and  outstanding  shares of
Global  Web,  Inc.,  a Nevada  corporation,  ("Global  Web") in  exchange  for a
controlling   interest.   Action  was  taken  by  shareholder  action  approving
amendments to the Articles of Incorporation  changing the name of the Company to
Global Web,  Inc.,  and changing the  capitalization  to 95,000,000  shares with
90,000,000  shares of Common  Stock,  par value of $.001 per share and 5,000,000
shares of Preferred Stock,  par value of $.001 per share.  Also, a reverse split
of 100 shares for one share was approved  and became  effective.  New  directors
were appointed.

Competition.

     Our  competitors  are numerous and diverse.  We compete with several large,
well-capitalized  companies  which host and offer web sites,  such as YahooShop,
Tripod,  Geoshop  from  Geocities,  and GoBizGo  from U.S.  West.  In  addition,
numerous small companies compete in providing Internet  services.  Many of these
competitors  have greater  financial  resources and more  experienced  personnel
which enables these competitors to have greater credibility and viability in the
market. We are not a major force within the Internet  industry.  We believe that
we can compete because of the following:

   - With Web Builder subscribers can build and change web sites with ease.

   - Monthly subscription fees are competitive.
   - Marketing through seminars may give us an advantage.
   - When available, ZowieWeb may provide a competitive
     advantage.


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No assurance can be given that  ZowieWeb will provide the expected,  anticipated
benefit and positive results.

Marketing

     We presently market our product through seminars,  telemarketing  firms and
resellers.  Historically,  our primary  emphasis for gaining new  subscribers or
customers  has been  through  seminars.  The  sponsor of the  seminar  sells our
products  with other  products.  At the seminar web sites are sold as a business
opportunity.  The  purchaser  then becomes a reseller of web sites and eCommerce
services  and   Internet   services.   Although   arrangements   have   differed
significantly,  the seminar sponsor typically retains at least more than half of
the revenues  generated  and we receive the  remainder  and any monthly fees and
costs for hosting the web sites.

     Also, we sponsor  seminars.  We are responsible for the up-front costs such
as printing,  postage,  site  rental,  and travel  expenses,  but we receive the
revenues generated from sales at the seminars.  At the seminars we may also sell
the products of other vendors. We may also pay commissions to others.

     To stage a business opportunity seminar a site for the seminar is selected.
Typically a lecture  hall at a hotel is reserved  for a date  certain.  Then the
sponsor  secures  mailing  lists for persons  who may have  interest to attend a
business opportunity  seminar.  The sponsor then mails advertising  materials to
the people on the mailing list.  Advertisements  may also be placed in the local
newspapers.  The seminar is held as planned and the products are  presented  and
sold.

     We entered  into oral  agreements  with  telemarketing  firms to market web
sites and other  products.  Depending  on the  product  or  service  sold we pay
approximately  fifty per cent of the sales to the telemarketing firm. We provide
hosting and any other service sold and receives all hosting  fees.  Presently we
have as telemarketers  Global Marketing Alliance.  Telemarketers  contact people
who have  attended  the  seminars  or who  have  previously  used the  products.
Telemarketers sell our products and services. Also, telemarketers use names from
other  sources.   Sales  through   telemarketing   in  the  year  1999  provided
approximately thirteen per cent of revenues.

     We may also allow other  companies  to use our  products  under a different
name or a private label,  but we will always provide the hosting service in that
the Web  Builder  software  will be on our  server and all web sites that may be
offered  or sold  under the  private  label  will be hosted  exclusively  on our

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server.  A customer  seeking a private label  relationship  may want a different
look,  different graphics or different  templates,  but the functionality of the
Web Builder software will not be changed.  Compensation terms will be negotiated
on a case by case basis. Presently we have no active arrangement for selling our
products under a private label, but we may do so in the future.

     In addition,  we are  producing an  infomercial  to market our products and
services.  The  infomercial  is not  completed.  The  marketing  plan  using the
infomercial  has  not  been  finalized  although  it  is  anticipated  that  the
infomercial will be tested and evaluated in several markets.  Adjustments may be
made to the  infomercial.  One by one  markets  will  be  selected  to show  the
infomercial.  To be  successful  we must sell more than the cost to present  the
infomercial.

     No assurance can be provided  that our new services  under  development  or
that the new  services  will be marketed  successfully  or  accepted  and become
commercially viable.

Cancellations

     We experience cancellations by our subscribers.  These cancellations may be
permanent or may be for a limited  time.  In the first three to eight days after
the sale typically  thirty per cent of the  subscribers  cancel.  This figure is
based on the our experience. Once the accounts become established, we experience
a lower rate of cancellations.  We have not had sufficient  operating experience
to determine cancellation patterns or percentages after the first three to eight
days.  Management believes it is vital and essential that we continue to add new
subscribers regularly. If we failed to add new subscribers,  the subscriber base
over time will  decrease  causing  costs to  increase  and profits to decline or
become  losses.  Also,  at times  subscribers  who have  canceled  reinstate our
services.

Merchant Account and Credit Card Charges.

     We and the other entities selling our products  typically  receive payments
through  credit  cards.  Almost all of our  revenues  are from sales paid for by
credit card accounts. Because of the high volume of transactions,  the financial
institutions  place restrictions on the volume of credit card vouchers which can
be  processed.  Also,  the  financial  institution  will process the credit card
vouchers  and then  place a hold or  restriction  on the funds in the  accounts.
Typically  the  financial  institution  will  hold  back  five  per  cent of the

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Company's volume of credit card vouchers. These institutions are concerned about
charge  backs  against  the  merchant  account.  A charge  back  occurs when the
purchaser, the cardholder, refuses to pay for the products purchased and demands
that  the  credit  card  company  issue a  credit  for the  amount  billed.  The
restrictions  or the placing of a hold on the funds in these  merchant  accounts
may cause us to experience  cash liquidity  difficulties.  We try to monitor the
status  of the  funds  in the  merchant  accounts  so that  cash  flows  will be
sufficient  to fund  operations.  Our finance  department  monitors the merchant
accounts almost daily.

Government Regulation

     Our business activities are subject to governmental regulations and general
business  laws.  In addition,  the seminars are subject to business  opportunity
laws enacted by  approximately  23 states.  The  applicability  of these laws is
determined by the dollar amount to purchase the operating business  opportunity.
Our  policy is to keep the price of the  business  opportunity  below the dollar
amount that makes the law  applicable.  Under the federal  statute if a business
opportunity sells for less than $500.00,  it is deemed to be exempt from being a
franchise.  In addition,  under federal  regulation there is a requirement for a
cooling off period during which a purchaser can cancel the  agreement.  We grant
to each purchaser the right to cancel the purchase agreement for three days from
the  date of the  purchase.  Prior  to a  seminar  in a  particular  state,  the
applicable  law is  reviewed  and we  ascertain  if it  complies  with the state
statute.

     To the extent that this report contains  forward-looking  statements actual
results could vary because of  difficulties  in developing  commercially  viable
products  based  on  the  Company's  technologies.  The  Company  undertakes  no
obligation to release publicly the revisions of any  forward-looking  statements
or circumstances or to report the non-occurrence of any anticipated events.

     Management of the Company has had limited  experience in the operation of a
public company and the management of a commercial enterprise large in scope.

     Our  business  may require us to develop or modify our products and perhaps
even enter new fields of endeavor and new industries.  We have lack  significant
capital  resources  and it may be  difficult  in the  future  to enter  into new
businesses. If we seek funds from other sources, such funds may not be available
on  acceptable  terms.  Success  will be  dependent on the judgment and skill of
management and the success of the development of any new products.

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     The Company's success depends,  and is expected to continue to depend, to a
large  extent,  upon the  efforts and  abilities  of its  managerial  employees,
particularly Brae Burbidge, our President,  and Lee Burbidge our Secretary.  The
loss of either Brae Burbidge or Lee Burbidge would have a substantial,  material
adverse  effect  on us.  Presently  we  have no  employment  contract  with  key
employees.

     The Company is not insured against all risks or potential  losses which may
arise  from  the  Company's  activities  because  insurance  for  such  risks is
unavailable or because insurance premiums, in the judgment of management,  would
be too high in relation to the risk.  If the Company  experiences  an  uninsured
loss or suffers liabilities,  the Company's operating funds would be reduced and
may even be depleted causing financial difficulties for the Company.

Employees

     We have approximately thirty full-time employees and part-time employees.

Item 2. Description of the Property and Facilities

     We lease  approximately 5,000 square feet of office and research facilities
in Draper,  Utah. The three year lease has  adjustments  and currently is $3,400
per month.

Item 3. Legal Proceedings

     In July 1998 Global Web,  Inc.,  a Nevada  corporation  and a wholly  owned
subsidiary  of the  Company,  Brae  Burbidge  and Lee  Burbidge  were  named  as
defendants  in  an  adversary  proceeding  complaint  filed  in  the  bankruptcy
proceeding of Laservend,  Inc. The litigation is in the federal bankruptcy court
in Utah and is captioned Gary E. Jubber v. Brae Burbidge et al. having docket no
Bankruptcy No. 97A-26878 and Adversary  Proceeding No.  98PA-2239.  Recently the
parties  entered  into a settlement  agreement  whereby the  litigation  will be
dismissed with prejudice upon the completion of a $22,000 payment schedule.

     In April 1999 the Company in the state  courts of Utah  commenced an action
captioned Global Web, Inc. v. Home Business Solutions,  Inc. and Joseph Appleton
seeking to enforce a contract  between the Company and Home and seeking  damages
against Appleton for the appropriation of sensitive and confidential information
of Global Web. Home Business has filed a counterclaim  seeking  damages from the
Company.

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

     No matters were  submitted to a vote of security  holders  during the final
quarter of the most recently completed fiscal year.

PART II.

Item 5. Market for Common Equity and Related Stockholder Matter

     Presently our common stock is traded on the NASD Electronic Bulletin Board,
also known as the "OTCEBB" under the symbol  "ZWEB".  The table below sets forth
the  closing  high and low bid prices at which our  shares of common  stock were
quoted during the quarter identified. The trades are in U. S. dollars but may be
inter-dealer  prices  without retail mark-up mark down or commission and may not
even represent actual transactions.  During some of the time periods shown below
our common stock was traded on the National Quotations Bureau pink sheets.

               High      Low
1998

December 31    $6.25    $6.25

1999

March 31       $6.25     $.20
June 30        $1.75     $.50
September 30   $1.25     $.20
December 31    $3.00     $.50

     As of December 31, 1999, there were  approximately  100 shareholders of our
common stock.

     Our shares are significantly  volatile and subject to broad price movements
and  fluctuations  and our shares should be considered  speculative and volatile
securities.  The stock  price may also be  affected  by  broader  market  trends
unrelated to the our activities.

     As of December 31, 1999, we had 8,564,500 shares of common stock issued and
outstanding.  Of these  shares  approximately  156,000  shares were free trading
shares. The remaining shares are held by affiliates, but certain of these shares
may be available for resale  pursuant to the provisions of Rule 144  promulgated
under the 1933 Act.

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     Sales  pursuant to the  provisions of Rule 144 sold into the trading market
could adversely  affect the market price. The Company's shares trade on the NASD
Electronic  Bulletin Board. The per share price in an auction market is based in
part on supply  and  demand.  If more  shares  are  available  for sale into the
market,  the market  price of the shares of common  stock of the Company will be
adversely affected.

     On March 6, 2000,  our Board of  Directors  adopted  resolutions  issuing a
total of 140,000  shares of common  stock.  Shares were issued to the  following
persons in the amounts stated: Douglas Owen, 50,000; Ryan Spencer,  15,000; Jeff
Peery, 15,000; Rob Mulford, 15,000; Sean Burbidge, 10,000; Dan Owen, 10,000; and
25,000 shares will be issued to deJong and Associates,  a public relations firm.
In addition,  deJong and  Associates was granted a three year option to purchase
75,000  shares of  common  stock at $1.125  per  share  and the  option  becomes
exercisable when certain events occur.

     We have not declared or paid any  dividends to holders of its common stock.
In the future it is unlikely that we will pay any dividends.

Item 6. Management's Discussion and Analysis.

     Because  we have only a limited  operating  history  our  revenues  may not
continue in the future and the future operations may generate less revenues than
current  operations.  For the period ended December 31, 1999, we had revenues of
$2,587,480  compared to $1,180,652 for the year ended December 31, 1998, and had
net income of $71,855  compared to $72,693.  Revenues  increased  by  $1,406,828
because we spent  additional  funds on marketing by sponsoring  our own seminars
and using additional distributors.  Also, we increased our use of telemarketing.
Also, we decreased the prices for the web sites and management believes that the
volume of revenues increased. Management believes that the overall trend is that
monthly  subscription rates for hosting web sites will decrease.  To offset this
trend we may  choose  to offer  more  services  at the same  subscription  rate.
Finally, during the period we did a mailer to our database of present and former
subscribers which resulted in additional sales.

     Total assets as of December 31, 1999, were $481,274 compared to $133,015 as
of December 31, 1998, for an increase of $348,259.  Assets increased  because of
an increases in cash of $209,993 and in accounts receivable of $41,471.  Current
liabilities  increased  by  $253,700  from  $45,061 as of  December  31, 1998 to

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$298,860 as of December 31, 1999.  Accounts  payable during the period increased
by $202,570 because of increased operations.  We are dependent upon future sales
and maintaining our present level of subscribers to fund operations. Our primary
objective  is  to  increase  the  number  of  subscribers.   Presently  we  have
approximately 8,000 subscribers.  The number of subscribers is subject to change
and  fluctuation  because  of  new  sales  and  cancellations.   The  number  of
subscribers  has  remained  stable  in  that  new  sales  have  kept  pace  with
cancellations.  As of December 31, 1999, the Company  current ratio 1.0 compared
to 1.8 as of December 31, 1998.

     For the period  ended  December 31,  1998,  we had  revenues of  $1,135,772
compared to revenues of $228,148 for the same period a year earlier and selling,
general and administrative expenses were $1,063,877 compared to $185,864 and net
income was $48,395 and $37,584. The Company is evaluating its marketing plan and
in the near term may consider  other methods of selling its  products.  Expenses
increased  because  the  Company  increased  its  sales  activities,  hired  new
personnel and incurred costs in consolidating  its offices from two offices into
one.  The Company  also  purchased  equipment  and  furniture  in the year ended
December  31, 1999.  The Company  anticipates  that  expenses  will  continue to
increase as revenues increase.

Item 7. Financial Statements

     The  financial  statements  are filed as part of this Annual Report on Form
10-KSB.

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                      GLOBAL WEB, Inc. (a Utah Corporation)
              Including the accounts of its wholly-owned subsidiary
                    GLOBAL WEB, Inc. ( a Nevada Corporation)
                              Financial Statements
                                       and
                          Independent Auditors' Report
                                December 31, 1999


<PAGE>



                      GLOBAL WEB, Inc. (a Utah Corporation)

              Including the accounts of its wholly-owned subsidiary
                     Global Web, Inc. (a Nevada Corporation)

                                TABLE OF CONTENTS

                                                                 Page

Independent Auditors' Report                                       F-1

Consolidated Balance Sheet -- December 31, 1999                  F-2 - F-3

Consolidated Statements of Operations for the Years
Ended December 31, 1999 and 1998                                   F-4

Consolidated Statements of Stockholders' Equity for the
Years Ended December 31, 1999 and 1998                             F-5

Consolidated Statements of Cash Flows for the Years
Ended December 31, 1999 and  1998                                  F-6

Notes to Financial Statements                                   F-7 -- F-10




<PAGE>


                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
GLOBAL WEB, Inc.

We have audited the accompanying consolidated balance sheets of Global Web, Inc.
(a Utah Corporation) and its wholly-owned subsidiary, Global Web, Inc. (a Nevada
corporation) as of December 31, 1999, and the related consolidated statements of
operations, stockholders' equity and cash flows for the years ended December 31,
1999  and  1998.  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. The financial statements of Global Web,
Inc. as of December 31, 1998 were audited by other  auditors  whose report dated
February 13, 1999, expressed an unqualified opinion on these statements.

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 Global Web, Inc. as of December
31,  1999,  and the  results of  operations  and cash flows for the years  ended
December 31, 1999 and 1998, in conformity  with  generally  accepted  accounting
principles.

                                           By:/s/Mantyla McReynolds
                                           ------------------------
                                           Mantyla McReynolds

Salt Lake City, Utah
March 24, 2000

                                       F-1


<PAGE>



                                GLOBAL WEB, Inc.
                           Consolidated Balance Sheet
                                December 31, 1999

                                     ASSETS

Current Assets:
     Cash                                                   $ 212,182
     Accounts receivable--net of $0
      allowance for doubtful accounts                          25,475
     Prepaid expenses                                          30,273
     Receivable from related party - Note 3                    32,740
                                          -                 ---------
          Total Current Assets                                300,670
                                                            ---------

Property and Equipment - Note 4                               187,752
Less: Accumulated depreciation                                (78,914)
                                                            ---------
          Net Property and Equipment                          108,838
                                                            ---------
Other Assets:
    Depository  reserves - Note 9                              66,303
    Deposit                                                     5,463
                                                            ---------
          Total Other Assets                                   71,766
                                                            ---------
               Total Assets                                 $ 481,274
                                                            =========



                 See accompanying notes to financial statements.

                                       F-2


<PAGE>



                                GLOBAL WEB, Inc.
                           Consolidated Balance Sheet
                                December 31, 1999

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Current Liabilities:
     Accounts payable - Note 8                                      $ 217,442
     Payroll withholdings and taxes payable                            17,421
     Accrued liabilities                                               10,280
     Deferred revenue - Note 7                                         20,092
     Income taxes payable - Note 2                                     17,441
     Line of credit - Note 11                                           8,892
     Current portion of long-term liabilities - Note 10                 7,292
                                                                    ---------
           Total Current Liabilities                                  298,860
                                                                    ---------

  Long Term Liabilities:
     Deferred tax liability - Note 2                                   10,168
     Lease payable  - Note 10                                          12,437
                                                                    ---------
            Total Long Term Liabilities                                22,605
                                                                    ---------
            Total Liabilities                                         321,465
                                                                    ---------

Stockholders' Equity:
  Preferred stock--5,000,000 shares authorized, $.001 par
  value,-0- shares outstanding                                            -0-
  Common stock -- 90,000,000 shares authorized, $.001 par
  value; 8,564,500 shares issued and outstanding                        8,565

  Additional Paid-In Capital                                          284,981
  Accumulated Deficit                                                (133,737)
                                                                    ---------
               Total Stockholders' Equity                             159,809
                                                                    ---------
               Total Liabilities and Stockholders' Equity           $ 481,274
                                                                    =========





                 See accompanying notes to financial statements.

                                       F-3


<PAGE>



                                GLOBAL WEB, Inc.
                      Consolidated Statements of Operations
                 For the Years Ended December 31, 1999 and 1998



                                                       1999           1998
                                                   -----------    -----------
Revenues                                           $ 2,587,480    $ 1,180,652

General and Administrative Expenses                  2,462,206      1,099,133
                                                   -----------    -----------
Net Income from Operations                             125,274         81,519
Interest Expense                                        (3,809)           -0-
Legal settlement - Note 8                              (22,000)           -0-
                                                   -----------    -----------
           Net Income Before Income Taxes               99,465         81,519

Provision for Income Taxes - Note 2                     27,610          8,926
                                                   -----------    -----------

Net Income                                         $    71,855    $    72,593
                                                   ===========    ===========



Income Per Share                                   $       .01    $       .01
                                                   ===========    ===========

Weighted Average Shares Outstanding                  8,564,500      8,564,500
                                                   ===========    ===========



                 See accompanying notes to financial statements.

                                       F-4


<PAGE>



                                GLOBAL WEB, Inc.
                 Consolidated Statements of Stockholders' Equity
                 For the Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>





                                            Number                            Additional                        Total
                                              of               Common         Paid-in         Accumulated       Stockholders'
                                            Shares             Stock          Capital          Deficit          Equity
                                          -----------        --------        ----------        --------         --------
<S>                                        <C>               <C>             <C>              <C>               <C>
Balance, December 31, 1997                  8,564,500        $  8,565        $  284,111       $(278,285)          14,391
Company expenses paid by
major shareholder                                --              --                 870            --                870
Net income for the year ended
December 31, 1998                                --              --                --            72,693           72,693
                                          -----------        --------        ----------        --------         --------
Balance, December 31, 1998                  8,564,500           8,565           284,981        (205,592)          87,954
Net income for the year ended
December 31, 1999                                --              --                --            71,855           71,855
                                          -----------        --------        ----------        --------         --------
Balance, December 31, 1999                  8,564,500        $  8,565        $  284,981       $(133,737)      $  159,809
                                          ===========        ========        ==========        ========         ========

</TABLE>





                 See accompanying notes to financial statements.

                                        F-5


<PAGE>



                                GLOBAL WEB, Inc.
                      Consolidated Statements of Cash Flows

                 For the Years Ended December 31, 1999 and 1998
<TABLE>
<CAPTION>


Cash Flows Provided by Operating Activities                        1999         1998
                                                              ---------       ------
<S>                                                           <C>          <C>
Net Income                                                    $  71,855    $  72,593
Adjustments to reconcile net income to net cash provided by
operating activities:
    Increase in accounts receivable                             (41,471)     (16,744)
    Depreciation                                                 35,484       30,650
    Decrease (increase) in prepaid expenses                      22,962      (53,235)
    Decrease (increase) in inventory                              7,836       (7,836)
    Increase (decrease) in deferred revenue                       8,746       (6,075)
    Increase in taxes payable                                       -0-       11,957
    Increase in current liabilities                             239,037       12,037
    Expenses paid by shareholder                                    -0-          870
                                                              ---------       ------
       Net Cash Provided by Operating  Activities               344,449       44,217

Cash Flows Used for Investing Activities

    Rent deposit                                                 (5,463)         -0-
    Merchant reserves                                           (66,303)         -0-
    Purchases of property and equipment                         (91,311)     (44,667)
                                                              ---------       ------
              Net Cash Used for Investing Activities           (163,077)     (44,667)

Cash Flows Provided by Financing Activities

    Increase in long term debt                                   28,621          -0-
                                                              ---------       ------
              Net Cash Provided by Financing Activities          28,621          -0-

                       Net Increase (Decrease) in Cash          209,993         (450)

Beginning Cash Balance                                            2,189        2,639
                                                              ---------       ------

Ending Cash Balance                                           $ 212,182    $   2,189
                                                              =========       ======

Supplemental Disclosure Information:
   Cash paid during the year for interest                     $   3,809    $     -0-

   Cash paid during the year for income taxes                 $   8,926    $     970

</TABLE>



                 See accompanying notes to financial statements.

                                        F-6


<PAGE>



                                GLOBAL WEB, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 1999

NOTE 1            ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                  -----------------------------------------------------------

                  The Company (Global Web, Inc.(Parent)) was organized under the
                  laws of the state of Utah on September 6, 1985 as BP 150, Inc.
                  The Company was  incorporated  for the purpose of investing in
                  business opportunities.  In 1987, the Company changed its name
                  to American  Restaurant  Management,  Inc. and invested in and
                  operated a restaurant  franchise.  The  restaurant  enterprise
                  failed in 1989 and the Company did not engage in any  business
                  from that date until March 1999, when the Company acquired all
                  of the outstanding shares of Global Web, Inc. (Subsidiary).

                  Global Web, Inc. (Subsidiary) was originally created on August
                  14,  1997 in the state of Utah for the  purpose  of  providing
                  hosting,  design,  and consultation  services for web pages on
                  the Internet.

                  In October  1997,  Global Web, Inc.  (Subsidiary)  created and
                  merged with a Nevada  corporation  having the same name,  with
                  the ultimate operating entity being a Nevada  corporation.  At
                  the same time,  the Utah  corporation  (Global Web,  Inc.) was
                  dissolved.

                  Global Web, Inc.  (Subsidiary) was created with two classes of
                  stock:  45,000,000  shares  authorized  of  common  stock  and
                  5,000,000  shares of  preferred  stock,  each  with  $.001 par
                  value.  The  preferred  stock  has the  voting  rights  of one
                  thousand votes per share,  but has no preferences or rights as
                  to  dividends,   redemptions,   dissolutions,   distributions,
                  conversions, or exchanges.

                  In March 1999, the Company (Global Web, Inc. (Parent)) changed
                  its name from American Restaurant  Management,  Inc. to Global
                  Web, Inc.  (Parent) and did a reverse stock split of 1 for 100
                  shares.  After the  reverse  split was  effected,  Global Web,
                  Inc.(Parent)  issued  8,000,000 shares of common stock for all
                  of the outstanding stock of Global Web, Inc.(Subsidiary).  The
                  consolidated  financial  statements  for  1998  and  1999  are
                  presented with the reverse stock split and the issuance of the
                  8,000,000  shares to give the effect as if the transaction had
                  occurred prior to the actual 1999 transaction date.

                  Together,  the  two  companies  (Parent  and  Subsidiary)  are
                  combined  into  Global  Web,  Inc.,  a  consolidated  group of
                  corporations  known  in  this  report  as  the  Company.   The
                  accounting for the acquisition of all the stock of Global Web,
                  Inc.  (Subsidiary)  is  treated  as  a  "reverse  acquisition"
                  whereby the stockholders of the acquired  corporation  (Global
                  Web, Inc. (Subsidiary)) took control of the parent corporation
                  (Global Web,  Inc.  (Parent)).  The  financial  statements  at
                  December 31, 1999 and December 31, 1998 presented  herein,  of
                  the two  corporations,  are  combined  into one,  similar to a
                  "pooling of interest method of accounting". At the time of the
                  name change,  Global Web, Inc. (Parent) also effected a change
                  in the capital  structure.  The  capitalization of the Company
                  was  changed to common  stock  authorized  90,000,000  shares,
                  $.001 par  value  and  preferred  stock  authorized  5,000,000
                  shares, $.001 par value.

                  INCOME PER SHARE
                  ----------------

                  The  computation  of income per share of common stock is based
                  on the weighted  average number of shares  outstanding  during
                  the period.

                                        F-7


<PAGE>

                                GLOBAL WEB, Inc.
                   Notes to Consolidated Financial Statements
                                December 31, 1999



                  USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
                  -----------------------------------------------------------

                  The  preparation  of financial  statements in conformity  with
                  generally accepted  accounting  principles requires management
                  to make  estimates  and  assumptions  that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statements
                  and the reported  amounts of revenues and expenses  during the
                  reporting  period.  Actual  results  could  differ  from those
                  estimates.

                  PROPERTY & EQUIPMENT
                  --------------------

                  Property  and  equipment  are  recorded  at cost.  Repairs and
                  maintenance   are  charged  to  operations  and  renewals  and
                  additions  are  capitalized.  Depreciation  is  based  on  the
                  estimated useful life of the asset,  either on a straight line
                  or declining balance basis.

NOTE 2            INCOME TAXES
                  ------------

                  The Company  adopted the  provisions of Statement of Financial
                  Accounting  Standards No. 109 [the Statement],  Accounting for
                  Income Taxes,  as of August 8, 1997.  The parent company has a
                  net operating loss  carryforward of approximately  $160,000 at
                  December 31, 1999.  No affect has been shown in the  financial
                  statements  for the net  operating  loss  carryforward  as the
                  future tax benefit from such net operating  loss  carryforward
                  is not presently  determinable.  The net  operating  loss will
                  begin to expire in 2000.  Accrued income taxes at December 31,
                  1999  are  calculated  on  the  subsidiary's  operations.  The
                  deferred income tax liability is due to a temporary difference
                  in book depreciation and income tax depreciation.  The current
                  year provision for income taxes is summarized below:

                        Beginning deferred tax asset/(liability)   $    -0-
                                                                   --------
                        Accrued taxes payable for 1999               17,441
                        Deferred tax liability                       10,169
                                                                   --------
                        Ending provision for income taxes          $ 27,610


NOTE 3            RELATED-PARTY TRANSACTIONS
                  --------------------------

                  The Company has entered into  transactions with another entity
                  that is owned by a major  shareholder.  The Company  purchases
                  mailing lists from the related party. In addition, the Company
                  entered into a short term  agreement with the related party to
                  help with expenses in conjunction  with seminars hosted by the
                  Company,  in  return  for a  share  of the  revenue  from  the
                  seminars. For the year, 1999, the Company paid $168,054 to the
                  related  party with a balance  owing of  $97,780.  The Company
                  billed the  related  party  $32,740 for the  reimbursement  of
                  expenses incurred in hosting the seminars.

                                       F-8


<PAGE>






NOTE 4            PROPERTY AND EQUIPMENT
                  ----------------------

                  The major  classes of assets as of the balance  sheet date are
                  as follows:

                                                       Accumulated       Total
              Asset Class                  Cost       Depreciation
              -----------                  ----       ------------     --------
Office & Computer Equipment              $117,694       $ 59,679       $ 58,015
Furniture & Fixtures                       27,372          3,867         23,505
Software                                   42,686         15,368         27,318
                                         --------       --------       --------
                                 Total   $187,752       $ 78,914       $108,838
                                         ========       ========       ========

NOTE 5            OFFICE LEASE
                  ------------

                  In May, 1999 the Company  entered into an operating lease with
                  an  unrelated  party  for its  facilities.  The lease is for a
                  period of three years.  The annual total of rent  payments for
                  the term of the lease are as follows:

                            2000                          $93,435
                            2001                          $93,435
                            2002                          $ 7,791

NOTE 6            SIGNIFICANT CONCENTRATION OF CREDIT RISK
                  ----------------------------------------

                  The  Company  has  no  single   customer  that   represents  a
                  significant   portion  of  total   revenues.   The   Company's
                  activities  are limited only by access to the Internet and not
                  by any  geographic  boundaries.  The Company  maintained  cash
                  balances  with one  financial  institution.  Accounts  at this
                  institution  are  insured  by the  Federal  Deposit  Insurance
                  Corporation  up to $100,000.  The Company had cash balances in
                  excess of the FDIC insurance limits at December 31, 1999.

NOTE 7            DEFERRED REVENUE
                  ----------------

                  The company  provides  internet  services on a monthly prepaid
                  basis. Deferred revenue represents billings for which services
                  will be provided in January 2000.

NOTE 8            CONTINGENCIES
                  -------------

                  In July 1998,  Global  Web,  Inc. a Nevada  corporation  and a
                  wholly owned subsidiary of the Company,  Brae Burbidge and Lee
                  Burbidge were named as  defendants in an adversary  proceeding
                  complaint  filed in the  bankruptcy  proceeding  of LaserVend,
                  Inc. The litigation is in the federal bankruptcy court in Utah
                  and is captioned Gary E. Jubber v. Brae Burgidge et al. having
                  docket   number   Bankruptcy   No.   97A-26878  and  Adversary
                  Proceeding  No.  98PA-2239.  The Company  has  entered  into a
                  settlement  agreement  to  resolve  litigation  filed  by  the
                  LaserVend  Bankruptcy  Trustee in the U.S.  Bankruptcy  Court,
                  District of Utah. The Bankruptcy court approved the settlement
                  and the Company has accrued payments  totaling  $22,000.  Upon
                  final payment the litigation will be dismissed with prejudice.
                  This amount is included in the Company's  accounts  payable as
                  of December 31, 1999.


                                       F-9


<PAGE>



NOTE 8            CONTINGENCIES CONT.
                  -------------------

                  In April  1999,  the  Company  commenced  an action  captioned
                  Global Web, Inc. v. Home Business  Solutions,  Inc. and Joseph
                  Appleton seeking to enforce a contract between the Company and
                  Home Business  Solutions  seeking damages against Appleton for
                  the appropriation of sensitive and confidential information of
                  Global  Web.  Home  Business  Solutions,   Inc.  has  filed  a
                  counterclaim  seeking  damages.  The Company intends to defend
                  vigorously  the  counterclaim,  and believes  there will be no
                  unfavorable outcome.

                  In April 1999, Global Web, Inc. was named as a defendant in an
                  action  captioned  Hudson Printing Company v. Global Web. Inc.
                  As a result of the  litigation,  the company  paid  $13,500 on
                  September 8, 1999, and the action was settled on September 14,
                  1999.

NOTE 9            DEPOSITORY RESERVE
                  ------------------

                  The Company  has  several  merchant  accounts  for  processing
                  credit card  charges.  Two of the accounts  have  stipulations
                  that the merchant account company will reserve a percentage of
                  all charges  until the  reserve  reaches a balance of $150,000
                  for each account or for a total of $300,000.

NOTE 10           CAPITAL LEASE
                  -------------

                  In May 1999, the Company  entered into a capital lease for the
                  purchase of office furniture & equipment. This is a three year
                  lease with  monthly  payments  in the amount of  $818.76.  The
                  following table shows the required lease payments for the term
                  of the contract.

                     Year     Interest  Principal    Total Payment
                     ----     --------  ---------    -------------
                     2000     $ 2,533     $ 7,292        $ 9,825
                     2001     $ 1,763     $ 8,062        $ 9,825
                     2002     $   538     $ 4,375        $ 4,913
                              -------     -------        -------
                     Totals   $ 4,834     $19,729        $24,563
                              =======     =======        =======

                  The total amount of lease payments made in 1999 was $5,731.

NOTE 11           LINE OF CREDIT
                  --------------

                  In February  1999 the Company  secured a line of credit with a
                  local  financial  institution.  The interest rate at inception
                  was 12.75%.  The interest rate is a variable rate.  This is an
                  open ended  (revolving) loan with no maturity date. The credit
                  limit is $25,000.  As of December  31,  1999,  the balance was
                  $8,892.


NOTE 12           SUBSEQUENT EVENT
                  ----------------

                  On March 6, 2000 the Board of  Directors  adopted a resolution
                  issuing a total of 140,000  shares of company  common stock to
                  various  employees  and  vendors.  In  addition,  there was an
                  option  issued to a vendor to  purchase an  additional  75,000
                  shares of  common  stock at  $1.125  per share and the  option
                  becomes exercisable when certain events occur.

                                       F-10


<PAGE>







Item 8. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS

     During the calendar year 1999 there were no changes or  disagreements  with
our  accountants,  although  in  March  2000  we  changed  auditors  to  Mantyla
McReynolds of Salt Lake City, Utah.

PART III.

Item 9. DIRECTORS AND OFFICERS OF THE REGISTRANT

The executive officers and directors of the Company are as follows:

         Name, Age and Office
         --------------------
         Lee Burbidge, 58, Chairman, Board of Directors and Secretary
         Brae Burbidge, 33, Director and President
         Douglas Owen 59, Director

     The following are biographical  summaries of the experience of the officers
and directors of the Company.

     Lee Burbidge  attended the University of Utah and Brigham Young  University
taking courses in  Hispanic-American  relations,  management  and business.  Mr.
Burbidge is one of founders of the Company.  Over the past twenty-five years Mr.
Burbidge has been activity in real estate  development  for projects in which he
has an interest and for others.  Mr. Burbidge is the sole owner of Lee Burbidge,
Inc., a corporation  that offers for sale an audio- visual  workbook called "For
Sale by Owner", a service designed to assist individual homeowners to sell their
real property without hiring a real estate agent. Mr. Burbidge is an officer and
a director of StarGate Global, Inc., a Utah corporation.

     Brae  Burbidge  received  in  1992 a  bachelor  of  arts  degree  from  the
University of Utah in political  science and  accounting.  Mr. Burbidge while at
the  University of Utah was an intern at the U.S.  Supreme  Court.  From 1991 to
1995 he worked for Financial Freedom Report, a Utah corporation. During 1995 and
1996 he was director of seminars for Home Business Group. In 1996 he founded and
developed Stargate Marketplace, an Internet mall. Mr. Burbidge is an officer and
a director of StarGate Global, Inc., a Utah corporation.


                                       13


<PAGE>


     Douglas Owen attended the  University of Utah Business  Administration  and
Marketing.  For  the  past  twenty  years  he has  specialized  in  real  estate
development and marketing in Utah, Washington,  California,  New York, Kentucky,
Tennessee,  and Arizona. Mr. Owen is a licensed real estate agent in Arizona and
California.  He has provided  consulting services to several major corporations.
Presently, Mr. Owen is the President of Uni-Med Realty Advisors, Inc.

     All Directors hold office until the next annual meeting of  shareholders of
the  Company or until their  successors  have been  elected.  All  officers  are
appointed  annually by the Board of Directors and serve at the discretion of the
Board.

     Directors  will  be  reimbursed  for any  expenses  incurred  in  attending
Directors'  meetings.  We also intend to obtain Officers and Directors liability
insurance, although no assurance can be given that we will be able to do so.

     None of the  officers or  directors of the Company has during the past five
years, been involved in any events such as petitions in bankruptcy, receivership
or  insolvency,  criminal  proceedings  or  proceedings  relating to  securities
violations.

Significant Employees and Managers

     None.

Timely Reports

     Based  solely  upon a review of the reports on Forms 4 and 5 received by us
pursuant to Rule 16a-3(e) it appears that a Bret Burbidge, a holder of more than
ten per cent of our issued and  ourstanding  shares did not file timely a report
on Form 4 involving one transaction. That report has been filed.

Item 10. Executive Compensation

     Currently  we  have  no  employment  agreement  with  any of our  officers,
directors or employees.  During the year ended December 31, 1999,  Brae Burbidge
received  compensation of $60,000 and benefits of approximately  $5,698 and Brae
Burbidge received no other compensation.  Mr. Lee Burbidge received compensation
of $60,000 and benefits of  approximately  $7,052 and Lee  Burbidge  received no
other compensation.

Employment Agreements

     We have no employment  agreements  or contracts  with any  employees.  Each
employee has signed a non-disclosure  agreement with us. We have no stock option

                                       14


<PAGE>


or incentive  plans. As of December 31, 1999,  there were no warrants or options
issued or  outstanding  to  officers  or  employees.  In March 2000 the Board of
Directors for exemplary  service awarded shares of common stock to the following
persons in the amount stated:  Douglas Owen, 50,000; Ryan Spencer,  15,000; Jeff
Peery, 15,000; Rob Mulford, 15,000; Sean Burbidge, 10,000; and Dan Owen, 10,000.
Ryan Spencer is the  son-in-law of Lee Burbidge and the  brother-in-law  of Brae
Burbidge. Both Lee Burbidge and Brae Burbidge are directors of the Company. Sean
Burbidge  is  the  nephew  and  cousin  of  Lee  Burbidge  and  Brae   Burbidge,
respectively. Dan Owen is the son of Douglas Owen.

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

     The  following  table sets forth certain  information  known to the Company
regarding  beneficial ownership of the Company's Common Stock as of December 31,
1999, by (i) each person known by the Company to own,  directly or beneficially,
more  than  5% of the  Company's  Common  Stock,  (ii)  each  of  the  Company's
directors,  and (iii) all  officers  and  directors  of the  Company as a group.
Except as otherwise  indicated,  the Company believes that the beneficial owners
of the Common Stock listed below, based on information furnished by such owners,
have sole  investment  and voting power with respect to such shares,  subject to
community property laws, where applicable.

Name and Address         Amount and Nature of           Percent
of Beneficial Owner      Beneficial Ownership         Of Class(1)
-------------------      --------------------         -----------
Lee Burbidge                   2,008,000                   23
11781 So. Lone Peak
Parkway, No. 1110
Draper, Utah

Brae Burbidge                  2,000,000                   23
11781 So. Lone Peak
Parkway, No. 1110
Draper, Utah

Bret Burbidge                  2,002,700                   23
6299 Jamestown Circle
Salt Lake City, Utah

Wallace Boyack                 2,408,490                   28
350 South 400 East
No. 105
Salt Lake City, Utah

All Executive Officers &       4,008,000                   46
Directors as a Group

                                       15


<PAGE>




          (1)  Based on  8,564,500  shares  of common  stock  outstanding  as of
December 31, 1999.

     Lee Burbidge is the father of Brae Burbidge and Bret Burbidge.

Item 12.  Certain Relationships and Related Transactions

     During 1999 and 1998 Wallace Boyack performed legal services for us and in
each year received compensation less than $60,000 per year.

     In  addition,  the  following  transactions  occurred  in  which  officers,
directors or five per cent shareholders had an interest.

     Relatives of the Burbidges, who are employees,  received total compensation
of less than  $60,000  per year in each of the last two years.  In  addition,  a
company owned and controlled in part by a major shareholder sold leads to us and
shared costs of sponsoring  seminars and also shared in the  proceeds.  In 1999,
the company was paid  $168,054 and has a balance  owing of $97,780,  and we have
billed the company $32,740 for expense  eimbursement.  In 1998,  another company
controlled by a major  shareholder  had an office at our offices.  Mailing lists
and leads were traded for rent. That company ceased operations in March 1999.

     In 1999 three children of Wallace  Boyack were part-time  employees for us.
All received  compensation  less than  $60,000.  In  addition,  relatives of Lee
Burbidge and Bret Burbidge during 1998 and 1999 were our employees. None of them
during 1998 and 1999 received compensation in excess of $60,000. Dan Owen is our
comptroller  and is the son of a director.  During 1999 Mr. Owen's  compensation
was less than $60,000.

     In addition,  the Company hosts  StarGate  Market  Place,  an Internet mall
owned  by  StarGate   Global,   Inc.,  a  company  owned  by  our  four  primary
shareholders. Those shareholders are Brae Burbidge, Lee Burbidge, Bret Burbidge,
and Wallace Boyack. We are paid our costs plus ten per cent for our services.

                                       16


<PAGE>



PART IV

Item 13.  Exhibits and Reports on From 8-K
    a. Exhibits
    No.       Description
    ---       -----------
    3(i)      Articles of Incorporation-filed on August 11, 1999.
     (ii)     Amendments to Articles of Incorporation-filed on August 11,
              1999.
     (iii)    Bylaws-filed on August 11, 1999.
    10        Stock Purchase Agreement-filed on August 11, 1999.
    21        Subsidiary of the Registrant-filed on September 24, 1999.
    27        Financial Data Summary-filed herewith.

b. Reports on Form 8-K.
     On March 8,  2000,  we filed a report on Form 8-K to report  the  change of
accountants and to disclose other matters.

                                       17


<PAGE>






                                   Signatures

          Pursuant to the  requirements of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Company has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                    GLOBAL WEB, INC.

                    By s/Brae Burbidge
                    ------------------
                    Brae Burbidge

                    Title:  President, Chief Executive Officer, and
                    Chief Financial Officer (Principal Executive
                    and Financial Officer)



                                     Date: March 29, 2000
                                           --------------


DIRECTORS

/s/Brae Burbidge
----------------
BRAE BURBIDGE, DIRECTOR
Date: March 29, 2000

/s/Lee Burbidge
---------------
LEE BURBIDGE, Director
Date: March 29, 2000

                                       18