SECURITIES AND EXCHANGE COMMISSION
                             Washington, D C. 20549

                                    FORM 10K

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934
         For the fiscal year ended December 31, 1999

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from _________ to ____________

         Commission File No.  001-14889

                                 HOME.WEB, INC.
                                 --------------
             (Exact name of Registrant as specified in its charter)

    NEVADA                                                            77-0454933
    ------                                                            ----------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

200 Camino Aguajito, #200, Monterey, California                        93940
-----------------------------------------------                        -----
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code: (831) 375-6209

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

                                      None
                                      ----

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

                         Common Stock, $.001 par value
                         -----------------------------

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

lndicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not 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-K or any amendment to this Form 10-K. [X]

As of March,  1996,  there is no aggregate market value of the voting stock held
by non-affiliates of the registrant.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

          Class                             Outstanding as of December 31, 1999
          -----                             -----------------------------------
$0.001 Par Value, Common Stock                      27,157,000 Shares


<PAGE>

                                     PART I

ITEM 1. Description of Business.

     Home.Web,  Inc.  ("Home Web," the "Company") was  incorporated in Nevada on
September 15, 1995 with authorized capital of ten million (10,000,000) shares of
common stock, par value $0.001 per share. From incorporation  until May 1, 1997,
the Company was inactive,  although the current board of directors held meetings
that were necessary in order to pre-plan the  organization of the Company and to
establish a definitive  business plan prior to  commencing  operations on May 1,
1997. The Board also commenced forming its plan to proceed into the gourmet food
market  prior to the May 1, 1997  commencement  date.  By the time of its May 1,
1997 commencement of operations the Company had a specific business plan.

     From  May  1997,   the  Company  has  been  a  development   stage  company
specializing  in a variety of  handmade  Monterey  Jack  cheeses.  The  Company
selected the product line and the method of marketing to use and made many basic
decisions  regarding  the amount of products  to be  offered,  the colors of the
packaging  and other  details.  Test  marketing  has also been done on a limited
basis.  The  Company is  satisfied  with its test  market  results on the cheese
products and will now be expanding sales efforts.  The Company will also proceed
with a plan to expand its  wholesale  line,  as outlined  below,  and is seeking
candidates for  manufacturing,  distribution  and promotion of its products.  No
retail  activities  will be entered into by the Company;  rather,  Home Web will
continue to source products and sell them wholesale.

     On May 1, 1997, the Company commenced an offering, pursuant to Regulation D
of the Securities Act of 1933 (the "Act"),  Rule 504, of up to 2,400,000  shares
of its common stock at a price of $0.05 per share.  This  offering was conducted
in order to raise money for working  capital and  inventory.  On  September  24,
1998,  the  offering was  completed  with all shares being sold and issued for a
total of $120,000, less offering costs of $15,000 being received by the Company.
The funds were used for inventory,  working  capital,  consulting fees and legal
and  accounting  fees.  A  closing  Form D was filed  September  24,  1998.  The
consulting  fees  were  paid  to  Monterey  Ventures,  Inc.  for  assistance  in
completing  the  business  plan for the  Company.  The  professional  assistance
provided was in the areas of corporate structure, finance, management structure,
time-line projections, future funding assistance and marketing.

     In June 1997, the Company increased its authorized capital to fifty million
(50,000,000) shares of common stock, par value $0.001 per share.

     After further consumer testing,  the Company believes that it has developed
an  acceptable  line  of  "hand-rolled"  cheese  products.  It has  executed  an
agreement to supply its line of products to Internet Foods, Inc.

<PAGE>

     The  Company  introduced  its own  trademarked  line of foods in the fourth
quarter of 1999.  It decided to  postpone  introduction  of its  "Carmel  Valley
Farms" and "Salinas  Valley Farms" brands of gourmet foods.  It introduced  both
product  lines at its  exhibit  at the  annual  Fancy  Foods  Trade  Show in San
Francisco  (January 23 - 25, 2000), one of the largest  food-specialty  shows in
the United States.

     The  Company  has  a  wholesale  sales  agreement  with  California  Cheese
Connection.  It is in the  process  of  establishing  strategic  alliances  with
several other  providers of gourmet food products and  accessories.  There is an
abundant supply of raw materials (primarily milk).

     At present,  the Company has two employees and anticipates  adding one more
employee during the next twelve months.

     All of the  Company's  revenues  since  inception  have been  derived  from
customers within the United States.

     As of December 31, 1999,  there were 27,157,000  shares of $0.001 Par Value
Common Stock outstanding.

ITEM 2. Description of Property

     The  Company's  sales and  administrative  office is located  603 Mar Vista
Drive, Monterey, CA 93940. It has no other physical facilities.

ITEM 3. Legal Proceedings.

     None.

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

     None.

                                     PART II

ITEM 5. Market for Registrant's Common Equity and Related Stockholders Matters.

     None.

ITEM 6. Management's  Discussion and Analysis of Financial Condition and Results
        of Operation.

     During the year, the Company's financial condition has minimal changes as a
result of operations.  The Company received revenues of $528. This is a decrease
of $6737 from the previous years revenue of $7,265.

     At present,  the  Company's  major sources of liquidity and cash consist of
accounts  receivable  ($1450) and  liquidation of inventory  ($50,149) which are
internal resources.

     No material commitment for capital  expenditures were made during the year.
There is no research and development underway.  The Company continues to develop
its Carmel Valley Farms brand which will not require significant expenditures.

     There was an increase of $2000 on notes  payable  with a increase of $17655
in accounts payable. The note payable was funded by Monterey Ventures Inc.

     The Company has not been affected by unusual  events on  transactions  that
would have any impact on reported income or operations.

     The Company increase in sales was a result of its marketing efforts.

     Currently, the Company knows of no events that will cause a material change
in cost and revenues.

<PAGE>

     The Company plans to increase its market share by soliciting  retailers and
is considering development of an Internet web site.

     The Company is still in its development  stage and has not felt the effects
of inflation.  The primary concern would be an increase in milk price that would
have a ripple effect on wholesale  cheese prices.  Should an increase occur, the
Company would increase its cost of sales.

ITEM 7. Financial Statements and Supplementary Data.

HAWKINS ACCOUNTING                           341 MAIN STREET  SALINAS, CA  93901
CERTIFIED PUBLIC ACCOUNTANT                    (831) 758-1694 FAX (831) 758-1699

To the Board of Directors and Shareholders
Home Web, Incorporated
Monterey, California

Independent Auditor's Report

I have audited the balance sheet of Home Web,  Incorporated (a development stage
company)  as of  December  31,  1999  and  1998 and the  related  statements  of
operations,  stockholders' equity and cash flows for the years then ended. These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I 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  assessing  the  accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation. I believe that my audit provides reasonable basis for my
opinion.

In my opinion,  the  financial  statements  referred  to in the first  paragraph
present fairly, in all material  respects,  the financial  position of Home Web,
Incorporated,  as of December  31, 1999 and 1998 the results of  operations  the
cash flows and the cumulative  results of operations  and cumulative  cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note H to the  financial
statements,  the Company has incurred net losses  since  inception,  which raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any  adjustment  that might result from the
outcome of this uncertainty.

/s/ Hawkins Accounting
----------------------

February 8,2000

<PAGE>



                             HOME WEB, INCORPORATED
                         (A Development Stage Company)
                                 BALANCE SHEET
                           December 31, 1999 and 1998

<TABLE>
<CAPTION>


                                                                        1999            1998
                                                                        ----            ----
<S>                                                                     <C>             <C>
ASSETS
Current assets
   Cash in bank                                                         $         7     $       97
   Non-trade receivable                                                       1,450          1,450
       Total current assets                                                   1,457          1,547

Equipment
   Coolers and equipment                                                     40,308         40,308
   Office equipment                                                           9,841          9,841
                                                                             50,149         50,149
   Accumulated depreciation                                                  (9,288)        (5,285)
      Total equipment                                                        40,861         44,864

Other assets
   Organizational expenses                                                                   3,960
   Trade name                                                                11,000         11,000
      Total other assets                                                     11,000         14,960
Less accumulated amortization                                                               (1,584)
                                                                                            13,376
   TOTAL ASSETS                                                         $    53,318     $   59,787

LIABILITIES AND SHAREHOLDERS'EQUITY
Current liabilities
   Accounts payable                                                     $    17,655       $
   California Franchise Tax payable                                           3,116
  Loan from affiliate                                                         2,825            800
      Total current liabilities                                              23,596            800

Shareholders' equity
   Capital stock                                                             27,507         27,497
   Paid in capital                                                        1,347,493      1,347,003
   Deficit accumulated during development stage                          (1,345,278)     1,315,513)
      Total shareholders' equity                                             29,722         58,987

TOTAL LIABILITIES AND SHAREHOLDERS'EQUITY                               $    53,318     $   59,787

</TABLE>


             See accompanying notes and accountant's review report



<PAGE>


                            HOME WEB, INCORPORATED
                         (A Development Stage Company)
                            Statement of Operations
                For the years ending December 31, 1999 and 1998

<TABLE>
<CAPTION>

                                                                                                        Deficit
                                                                                                        Accumulated
                                                                                                        During
                                                                                                        Development
                                                                        1999            1998            Stage
                                                                        ----            ----            -----
<S>                                                                     <C>             <C>             <C>
Revenue
   Sales                                                                $       528     $      7,265    $       18,887
Cost of sales                                                                   523            5,193            15,091
Gross margin                                                                      5            2,072             3,796
Expenses
   Advertising                                                                    7              785               856
   Amortization                                                                                  792             1,584
   Consulting fees                                                            5,500            4,496            11,196
   Equipment rental                                                                            2,339             2,339
   Depreciation                                                               4,003            4,263             9,288
   License and taxes                                                            145              225               370
   Meals and entertaininent                                                                      302               848
   Office help                                                                1,591           10,841            12,432
   Office supplies                                                              588            2,783             3,760
   Postage                                                                                       621               673
   Travel                                                                        54            1,720             1,831
   Telephone and utilities                                                                     1,030             1,243
   Rent                                                                         248              900             2,348
   Business start up costs                                                   15,318           10,480            41,674
   Compensation due stock issuance                                                                           1,254,500
      Total expenses                                                         27,454           41,577         1,344,942
      (Loss) from operations                                                (27,449)         (39,505)       (1,341,146)
Other income (expense)
   Interest                                                                                      (50)              (50)
   Nondeductible penalties                                                     (716)            (166)             (882)
   State tax expense                                                         (1,600)            (800)           (3,200)
      Total other expenses                                                   (2,316)          (1,016)           (4,132)

      Net loss                                                          $   (29,765)    $    (40,521)   $   (1,345,278)
Loss per share
   of common stock                                                      $   (0.0011)    $    (0.0021)   $      (0.0495)

Weighted average of
   shares outstanding                                                    27,157,000       26,563,959        26,563,959

</TABLE>

                 See accompanying notes and accountant's report



<PAGE>



                             HOME WEB, INCORPORATED
                         (A Development Stage Company)
                        STATEMENT OF SHAREHOLDERS' EQUITY
                               December 31, 1999
<TABLE>
<CAPTION>


                                                                                        Deficit
                                                                                        Accumulated
                                            Common stock                                During
                                                                        Paid in         Development
                                        Shares          Amount          Capital         Stage           Total
                                        ------          ------          -------         -----           -----
<S>                                     <C>             <C>             <C>             <C>             <C>
Balance,
   December 31, 1998                    27,497,000      $     27,497    $   1,347,003   $ (1,315,513)   $    58,987
Common stock issued                         10,000                10              490                           500
Net loss for the period
ended December 31, 1999                                                                      (29,765)       (29,765)
                                        27,507,000      $     27,507    $   1,347,493   $ (1,345,278)   $    29,722

</TABLE>

             See accompanying notes and accountant's review report



<PAGE>


                             HOME WEB, INCORPORATED
                         (A Development Stage Company)
                    Statement of Cash Flows-Indirect Method
                For the years ending December 31, 1999 and 1998

<TABLE>
<CAPTION>


                                                                                                                Deficit
                                                                                                                Accumulated
                                                                                                                During
                                                                                                                Development
                                                                                1999            1998            Stage
                                                                                ----            ----            -----
<S>                                                                             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                               (29,765)        $ (40,521)      $    (1,315,513)

Adjustment to reconcile net income to net cash
   provided by operating activities
   Depreciation and amortization                                                  4,003             5,055                 6,869
   Stock issued for services                                                        500                               1,254,500
   Increase in accounts receivable                                                                    (50)               (1,450)
   Increase in accrued liaibilities                                               5,141
   Decrease in other assets                                                       2,376
   Increase (Decrease) in accounts payable                                       17,655            (5,500)                  800
NET CASH PROVIDED BY OPERATING ACTIVITIES                                           (90)          (41,016)              (54,794)
INVESTING ACTIVITIES
   Increase in other assets                                                                        11,000                14,960
   Purchase of property, plant and equipment                                                       31,554                50,149
NET CASH USED IN INVESTING ACTIVITIES                                                              42,554                65,109
FINANCING ACTIVITIES
   Sale of common stock                                                                            83,400               120,000
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                    (90)             (170)                   97
Cash and cash equivalents at beginning of the year                                   97               267                     0

CASH AND CASH EQUIVALENTS AT END OF YEAR                                              7         $      97                    97

</TABLE>

                 See accompanying notes and accountant's report



<PAGE>

                             HOME.WEB INCORPORATED
                             ---------------------
                          (A DEVELOPMENT STAGE COMPANY)

                         Notes to Financial Statements
                           December 31, 1999 and 1998

Note A:  Summary of Significant Accounting Policies
-------  ------------------------------------------

Development Stage Company
-------------------------

     Home Web, Inc. (the "Company") is a development stage company as defined in
     the  Financial  Accounting  Standards  Board No. 7. The Company is devoting
     substantially  all, of its present  efforts in securing and  establishing a
     new business,  and although  planned  principal  operations have commenced,
     substantial revenues have yet to be realized.

Use of estimates
----------------

     The  preparation  ofthe  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 these estimates,

Cash equivalents
----------------

     For the purpose of the statement of cash flows,  the company  considers all
     highly  liquid debt  instruments  purchased  with the original  maturity of
     three months or less to be cash equivalents.

Organization and Business Start Up and Amortization
---------------------------------------------------

     Organization costs are recordod at cost.  Amortization is calculated by the
     straight-line  metbod over a period of sixty months.  Amortization  for the
     year ending December 31, 1998 was $792.

Income Taxes
------------

     Income laxes are provided for the tax effects of  transactions  reported in
     the financial  statements and consist of taxes  currently due plus deferred
     taxes related primarily to differences  between the recorded book basis and
     tax basis of assets and liabilities for financial and income tax reporting.
     The deferred  tax assets and  liabilities  represent  the future tax return
     consequences  of  those  differences,  which  will  either  be  taxable  or
     deductible  when tho  assets  and  liabilities  are  recovered  or  settle.
     Deferred taxes are also recognized for operating  losses that are available
     to offset future federal income taxes.

Common Stock
------------

     Common  stock is at $.001  par value  with  50,000,000  shares  authorized,
     27,507,000  outstanding as of December 31, 1999 and 27,497,000  outstanding
     as of December 31, 1998.

<PAGE>

                             HOME.WEB, INCORPORATED
                             ----------------------
                         (A DEVELOPMENT STAGE COMPANY)

                          Notes to Financial Statements
                            December 31,1999 and 1998

Stock Options
-------------

     Stock that is issued for  services  rendered are recorded at the fair value
     of the stock in the year that the stock is given and recorded as an expense
     in the same year.

Note B: Background
------------------

     The  Company  was  incorporated  under  the laws of the  State of Nevada on
     September  15,1995.  The  principal  activities  of the  Company,  from the
     beginning of the development  stage, have been  organizational  matters and
     the sale of stock.  The  Company was formed to sell  wholesale  gourmet and
     specialty  cheese on the Internet.  During the periods ending  December 31,
     1999 and 1998 the Company had sales and  incurred  expenses  against  those
     sales, but the activity was immaterial for the purposes of SFAS No. 7.

Note C: Related Party transactions
----------------------------------

     The Company entered into an agreement with Monterey Ventures,  Inc ("MVI"),
     an  affiliated  company  and  a  shareholder,  whereby;  MVI  will  provide
     investment  banking  and other  consulting  services  to the  Company.  The
     agreement is for $1000 of which $4,500 was paid in 1999 and $5,500 was paid
     for 1998.  The company also paid rent to MVI under a rental  agreement $900
     during the year ending December 31, 1998. Total other reimbursements to MVI
     for office  expenses,  phone services etc.  amounted to $5,790 for the year
     ending December 31, 1998.

     During  the  year  1998  the  Company  paid  one of its  founders  $500 for
     consulting services to the Company.

Note D: Income taxes
--------------------

     The benefit for income taxes from  operations  consisted  of the  following
     components:  current tax benefit of $9,000 resulting from a net loss before
     income taxes, and deferred tax expenses of $9000 from a valuation allowance
     recorded  against  the  deferred  tax asset  resulting  from net  operating
     losses. Net operating loss carryforward will expire in 2014.

     The  valuation  allowance  will  be  evaluated  at the  end of  each  year,
     considering  positive and negative evidence about whether the asset will be
     realized.  At the time,  the allowance will either be increased or reduced;
     reduction  would result in the  complete  elimination  of the  allowance if
     positive evidence  indicates that the value of the deferred tax asset is no
     longer required.

     The income tax returns were filed without taking into consideration the
     $1,254,500  deduction for the issuance of common stock for compensation of
     services in the prior year.  Net operating  losses that are being carried
     forward are

<PAGE>

                             HOME.WEB, INCORPORATED
                             ----------------------
                         (A DEVELOPMENT STAGE COMPANY)

                          Notes to Financial Statements
                            December 31,1999 and 1998

     only the amounts that are  represented by cash flows. No deferred tax asset
     has  been  set up to book  the tax  benefit  of the  $1,254,500  stock  for
     services.

Note E: Public stock offering
-----------------------------

     During the period ending December  31,1998.  pursuant to an exemption under
     Rule 504 of  Regulation D of the  Securities  Act of 1933,  as amended (the
     Act), the Company sold solely to accredited and/or sopbisticated investors,
     its common stock.  Each share has a par value of $.001.  The stock was sold
     during  various  times during the year to 30 different  investors  buying a
     total 1,515,000 common shares of the Company's stock. Total proceeds,  from
     the offerings, as of the period ended December 31, 1998 were $83,400. There
     were no sales of stock during the period ending December 31, 1999, The only
     capital transaction  occurring during the year ending December 31, 1999 was
     the  issuance of 10,000  shares of stock to  corporate  counsel in exchange
     legal services.

Note F: Stock options
---------------------

     It was  voted  upon at the  organizational  meeting  during  1997 to  grant
     options to officers of the corporation and MVI, an affiliafed Company along
     with one of the  employees  of MVI.  These  options are to be  exercised at
     $.001 to the officers of the  corporation and the employee and $.01 to MVI.
     These  options  have an  expiration  date of December  31,  1999.  As these
     options are considered compensatory the expense was recognized in the prior
     ycar.

     During the year ended December 31, 1998, MVI exercised its stock options as
     did one of the  shareholders  and the employee of MVI. Two of the remaining
     founders did not exercise  their  options  during that year.  These options
     total 350,000 shares.

     No options were exercised during 1999.

Note G: Property, equipment and depreciation
--------------------------------------------

     Property and  equipment are recorded at cost,  Maintenance  and repairs are
     expensed as incurred; major renewals and betterments are capitalized.  When
     items of property and equipment are sold or retired,  the related costs and
     accumulated depreciation are removed from the accounts and any gain or loss
     is included in income.

     Depreciation  expense for the period  ending  December  31, 1999 was $4,003
     December 31, 1998 of $4,263.

Note H: Maior customer
----------------------

<PAGE>

                             HOME.WEB, INCORPORATED
                             ----------------------
                         (A DEVELOPMENT STAGE COMPANY)

                         Notes to Financial Statomenis
                           December 31, 1999 and 1998

     The Company had a purchase commitment to purchase the Company's merchandise
     from a  nonaffiliated  company.  This  customer  is also  to take  physical
     possession  of the  Company's  major  assets  and use  those  assets in the
     ordinary course of its business. Terms are discussed more fully in Note I.

Note I: Going concern
---------------------

     Since inception,  the Company has had net losses from operating activities,
     which  raise  substantial  doubt  about its  ability to continue as a going
     concern,

     The Company is in the process of raising  initial working capital through a
     public offering of its common stock, which is expected to provide liquidity
     until operations become  profitable.  The Company has obtained a commitment
     for up to $ 150,000 from a significant shareholder,  Monterey Ventures, Inc
     for  funding  over  the  next  twelve  months.  The  funds  would  be  paid
     distributed  in increments  per requests from the Company on an "as needed"
     basis.  Under the  agreement,  the Company can repay the borrowed  funds in
     increments as the Company receives payment from its' customers. Also in the
     credit agreement is any funds needed for longer than twelve months would be
     considered  long term  debt.  This type of  funding,  if  needed,  would be
     structured  for a twenty four or  thirty-six  month  payoff not to exceed $
     25,000 in requests in the first year of operations.

     The Company has signed an agreement  with Internet Food Company to purchase
     its' products.  Internet Food Company has already  penetrated the hotel and
     gift  basket  market  and has  further  developed  a web site to market its
     goods.  The  two  companies  are in the  process  of  identifying  specific
     products that Home Web. Inc. would supply wholesale.

     The Company's  ability to continue as a going  concern is dependent  upon a
     successful public offering and ultimately achieving profitable  operations.
     There is no assurance that the Company will be successful in its efforts to
     raise additional proceeds or achieve profitable  operations.  The financial
     statements  do not  include  any  adjustments  that might  result  from the
     outcome of this uncertainty,

<PAGE>

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

     None.

                                    PART III

ITEM 9. Directors, Executive Officers, Promotors and Control Persons.

     The  following  information  sets  forth  the  names  of the  officers  and
directors  of  the  Company,  their  present  positions  with  the  Company  and
biographical information.

Dennis Davis. (Age 48). President,  Chief Executive Officer, Director. Mr. Davis
has been involved with the Company  since April 1997 as its  President,  CEO and
Director.  From 1994 to the present, he has been self employed as an independent
consultant  specializing in financial matters,  creating and developing business
plans,  strategic  planning and assisting  privately owned and public  companies
with  financing,  acquisition  financing and liquidity  options.  Mr. Davis also
serves on the Monterey Golf Foundation committee, a non-profit organization that
is  responsible  for  the  AT&T  Pro-Am  Golf  Tournament.   Before  becoming  a
consultant,  Mr.  Davis was in the banking  industry  for fifteen  years and has
management  and planning  experience.  His banking career  included,  at various
times, the positions of Administrator of the Lending Department, Vice President,
Senior Commercial Loan Officer,  Vice President  responsible for the Real Estate
and Construction Department,  Vice President responsible for the Loan Adjustment
Department and Branch  Manager.  He is the husband of Cornelia Davis, an officer
and director of the Company.

Cornelia  Davis.  (Age 34).  Secretary,  Treasurer,  Director.  Ms. Davis is the
President  of CDIC  Financial  Services,  a financial  and  business  consulting
company  and  has  been  since  1995.  She  has  served  as  a  consultant  with
Professional Detailing, Inc., a contract pharmaceutical company operating out of
New  Jersey  from  July of 1997 to  present.  From  1996 to 1997 she  worked  in
marketing  and  promotions  for CUC  International,  which  produces  an  annual
publication  involving  the  entertainment  industry.  From  1992 to  1995,  she
consulted  for a retail  golf  company in the  position  of  investor  relations
coordinator.  Prior to this, Ms. Davis was the Business  Development Director of
Chicago Title Company.  She also was the founder of Yavapai Land Fund Mutual, an
Arizona real estate  investment  company.  Ms. Davis  received a B.A.  degree in
Organization  and  Communication  from Arizona State  University  and has been a
director and the Secretary of the Company since June 1, 1997. She is the wife of
Dennis Davis, the President and a director of the Company.

<PAGE>

Florence G. Roberts.  (Age 49). Director.  Ms. Roberts is currently a consultant
for Monterey Season's,  Inc., a gourmet and specialty foods company and has been
since October 1997. She is assisting  this company with its business  strategies
and capital formation. Since 1996, Ms. Roberts has been actively involved in the
management of rental properties on the Monterey  Peninsula and has sold art work
for local galleries on a free-lance  basis. From 1989 to 1996, Ms. Roberts owned
and  operated  "Lonesome  Dove," a  retail  store in  Carmel,  California  which
specialized  in the sale of  western  wear and  Indian  artifacts.  Ms.  Roberts
received her B.A. in English from Illinois  State Normal  University in 1972 and
attended  Anthony School of Real Estate in Pacific Grove,  California,  in 1974.
She has been a director of the Company since June 1996.

ITEM 10. Executive Compensation.

     None.

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

     The following  table sets forth,  as of December 31, 1999,  the  beneficial
ownership of the  Company's  Common Stock by each person known by the Company to
beneficially own more than 5% of the Company's Common Stock,  including options,
outstanding  as of such date and by the officers and directors of the Company as
a group. Except as otherwise indicated, all shares are owned directly.

<TABLE>
<CAPTION>
(1)                                 (2)                                (3)                       (4)
                                    Name and address of                         Amount and Nature         Percent
Title of Class                      beneficial owner                            of beneficial owner       of class
--------------                      ----------------                            -------------------       --------
<S>                                 <C>                                         <C>                       <C>
Common stock                        Dennis Davis                                15,250,000                56.2%
                                    P.O. Box 653
                                    Pacific Grove, CA 93950

Common stock                        Cornelia Davis                               5,100,000                 18.8%
                                    P.O. Box 653
                                    Pacific Grove, CA 93950

Common stock                        Florence G. Roberts                          4,050,000                 14.9%
                                    20 Paso Del Rio
                                    Carmel Valley, CA 93924

Common stock                        Monterey Ventures, Inc.                      1,550,000                 5.7%
                                    200 Camino Aguajito
                                    Monterey, CA 93940

Common stock                        Directors and Officers                      24,400,000                89.9%
                                    as a group (3 persons)

</TABLE>

<PAGE>

ITEM 12. Certain Relationships and Related Transactions.

     None.

ITEM 13. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

     None.

                                   SIGNATURES


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

                                                                  HOME.WEB, INC.

Date: March 28, 2000                                        By: /s/ Dennis Davis
--------------------                                        --------------------
                                                            Dennis Davis