As Filed on January 12, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

                         Commission file number 0-28833

                             NetWeb OnLine.Com, Inc.
                             -----------------------
                  Name of Small Business Issuer in Its Charter)

          Texas                              75-2767933
     -----------------                     --------------
State  or  Other  Jurisdiction  of        (I.R.S.  Employer
Incorporation  or  Organization)           Identification  No.)

1450  S.  Dixie  Highway,  Suite  101-A
Boca  Raton,  Florida                            33432
---------------------                            ------
(Address  of  Principal                         (Zip  Code)
 Executive  Offices)

                                 (561) 289-5775
                                 --------------
                           (Issuer's Telephone Number,
                              Including Area Code)

                              www.netwebonline.com
                              --------------------
                               (Issuer's Website)

Securities  registered  under  Section  12(b)of  the  Exchange  Act:  NONE

Securities  registered  under  Section 12(g) of the Exchange Act:  Common Stock,
$0.001  par  value

Check  whether the issuer: (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 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  past  90  days.
     Yes   X  No
        ------   --------
Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  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-KSB or any amendment to
this  Form  10-KSB.
                    ----------

Revenues  for  the  year  ended  September  30,  2000:  $-0-.

As of November 30, 2000, there were outstanding 6,348,658 shares of registrant's
Common  Stock,  $.001  par  value,  and  13,940  shares of registrant's Series I
Preferred  Stock,  $.001 par value.  As of that date, the aggregate market value
of  the outstanding shares of Common Stock held by non-affiliates, based  on the
average of the closing bid and asked price of such Common Stock as quoted in the
OTC  Bulletin  Board,  was  $209,900.

Transitional  Small  Business  Disclosure  Format  (check  one):
     Yes   X  No
          ----   ------
                                        1
<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE
     None.
                                        2
<PAGE>

                             NETWEB ONLINE.COM, INC.
                                   FORM 10-KSB
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                          PAGE
<S>           <C>                                                                                            <C>
              PART I

ITEM 6.       DESCRIPTION OF BUSINESS                       4

ITEM 7.       DESCRIPTION OF PROPERTY                       6

ITEM 8.       DIRECTORS, EXECUTIVE OFFICERS AND
              SIGNIFICANT EMPLOYEES                         6

ITEM 9.       REMUNERATION OF DIRECTORS AND OFFICERS        7

ITEM 10.      SECURITY OWNERSHIP OF MANAGEMENT AND
              CERTAIN SECURITY HOLDERS                      7

ITEM 11.      INTEREST OF MANAGEMENT AND OTHERS IN
              CERTAIN TRANSACTIONS                          8

              PART II

ITEM 1.       MARKET PRICE OF AND DIVIDENDS ON
              THE REGISTRANT'S COMMON EQUITY
              AND OTHER SHAREHOLDER MATTERS                 9

ITEM 2.       LEGAL PROCEEDINGS                             9

ITEM 3.       CHANGES IN AND DISAGREEMENTS
              WITH ACCOUNTANTS                              9

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF
              SECURITY HOLDERS                              9

ITEM 5.       COMPLIANCE WITH SECTION 16(A) OF
              THE EXCHANGE ACT                             10

ITEM 6.       REPORTS ON FORM 8-K                          10

              PART F/S                             F-1 - F-17

              PART III

ITEM 1.       INDEX TO EXHIBITS                            11

ITEM 2.       DESCRIPTION OF EXHIBITS                      11

              SIGNATURES                                   12

</TABLE>























                                        3
<PAGE>


                                     PART I

ITEM  6.   DESCRIPTION  OF  BUSINESS.

     (A)   BUSINESS  DEVELOPMENT:

     1.    FORMATION  OF  NETWEB  TEXAS
           ----------------------------

     NETWEB  ONLINE.COM  INC.  (the  "Company") was incorporated in the State of
Texas on November 5, 1997 under the name GEAC Inc.  On July 26, 1999, it amended
its Articles of Incorporation to change its name to The Golfing Network.Com Inc.
On  December  14,  1999,  it amended its Articles of Incorporation to change its
name  to  NetWeb  OnLine.Com  Inc.

     2.    ACQUISITION  OF  SHARES  OF
           NETWEB  ONLINE.COM  (FLORIDA)
           -----------------------------

     On  December  13, 1999, the Company purchased all the outstanding shares of
NETWEB  ONLINE.COM  INC.,  a Florida corporation ("NetWeb Florida"), in exchange
for  the  issuance of 2,300,000 shares of common stock and 700,000 shares of its
Series  I  Preferred  Stock  to the shareholders of NetWeb Florida in a tax-free
exchange  of  shares.

     NetWeb  Florida  was  incorporated  in  Florida  on October 5, 1999 for the
purposes  of  engaging  in  the  business of developing, acquiring and operating
proprietary,  content-  based  Internet  web  sites.  It  has  not conducted any
business operations to date.  Its sole activities have consisted of the purchase
of  six  (6)  Internet world wide web addresses (URL's) and related web sites, a
U.S.  Trademark  Registration  for  the  mark The Fans Choice7 and the shares of
www.SpectraTV.Net, Inc., a Florida corporation formed to develop audio and video
Internet  applications,  including  specialty content programming.  All of these
assets were purchased from a corporation affiliated with a principal shareholder
and  director  of  the  Company  in  exchange  for shares of NetWeb Florida (see
"Certain  Transactions").

3.    FORMATION  OF  THE  GOLFING  NETWORK.COM  (FLORIDA)
      ---------------------------------------------------

     The  Golfing Network.Com Inc. (TGNC-Florida) was incorporated in Florida on
December  10,  1999  as  a  wholly-owned subsidiary of the Company.  The Company
transferred  all of the assets related to WonderStickJ golf training product and
related  golf  Internet  sites  to  TGNC-Florida.  In  June  2000,  the  Company
transferred  all  of  the  shares  of  TGNC-Florida to Bryan Efimov and Theodore
Efimov  in  exchange  for  500,000  shares of the Company's Common Stock, 15,026
shares  of  the  Company's  Series  I  Preferred Stock and 200,000 shares of the
Company's  Series  II  Preferred  Stock  owned  by  them.

     (B)    BUSINESS  OF  ISSUER:

           (B)(1)  PRINCIPAL  PRODUCTS  AND  SERVICES  AND  THEIR  MARKETS.

     GOLF  PRODUCTS  AND  SERVICES
     -----------------------------

     The  Company  was  originally  formed  for  the  purpose  of manufacturing,
marketing,  promoting  and distributing the WonderStick7 golf swing training aid
and  other  golf  related  products  and  services.

     In  June  2000,  the  Company  sold its interest in all of the golf-related
assets  to  Bryan  Efimov and Theodore Efimov, the founders of the Company.  The
Company  no  longer  operates  any  golf-related  activities.




















                                        4
<PAGE>



     WEBSITE  DEVELOPMENT  AND  OPERATION
     ------------------------------------

     The  overall  focus  of  the business changed during 1999 to developing and
operating  a  variety of proprietary commercial Internet worldwide websites.  To
that  end,  the Company purchased the assets of NetWeb-Florida in December 1999.
NetWeb-Florida  is  a development-stage entity that was engaged in the creation,
development  and  operation  of  proprietary  Internet websites.  NetWeb-Florida
currently  owns  the  following  Internet  domain  names:

     FanVote.com
     MallConcepts.com
     NetWebCollectibles.com
     Classics4Lease.com
     AmericasHeroes.com
     Roswell2Space.com
     Expo-NewProduct.com
     NetWeb  Online.com.

     The Company does not have any present intention to expend any resources for
the  development  or  expansion  of  these  potential  websites.

      CURRENT  BUSINESS  FOCUS
      ------------------------

      The  current  focus of the Company's business activity is to seek out
potential  acquisition  targets  among  companies  engaged  in  active  business
operations,  without  regard  to  industry  sector.

     (C)   REPORTS  TO  SHAREHOLDERS:

           NetWeb  became  subject to the information and reporting requirements
of  the  Securities  Exchange  Act  of  1934, as amended (the "Exchange Act") in
January  2000,  upon  the  effective  date of its registration statement on Form
10-SB.  As  such,  NetWeb is required to and will file reports, proxy statements
and  other  information  with  the  Securities  and  Exchange  Commission  (the
"Commission").  Such  reports, proxy statements and other information filed with
the  Commission  by Meridian may be inspected and copied at the public reference
facilities  maintained  by  the Commission at its principal offices at Judiciary
Plaza,  450  5th  Street  NW,  Washington,  D.C.  20549.  Such  reports,  proxy
statements  and  other  information  may  also  be  obtained  from  the web site
maintained  by  the  Commission at http://www.sec.gov. Copies of these materials
can  also  be  obtained at prescribed rates from the public reference section of
the  Commission at its principal offices in Washington D.C., as set forth above.






































                                        5
<PAGE>


     (D)   MANAGEMENT'S  DISCUSSION  AND
           ANALYSIS  OR  PLAN  OF  OPERATION:

           Plan  of  Operations:
           ---------------------

           On  June 30, 2000, the Company transferred ownership of its operating
subsidiary,  The  Golfing Network.Com, Inc., to NetWeb's former president, Bryan
Efimov, and members of his family, in exchange for all shares in NetWeb owned by
such  individuals.  That  subsidiary  represented  the  Company's sole operating
entity.  As  a  result  of  that  transfer, the Company no longer has any active
business  operations.  All  shares,  common  and  preferred,  were  retired  or
cancelled  by  the  Company.

           Management's  current  business  plan  is  to  seek  out  potential
acquisitions of one or more companies with operating revenues, without regard to
specific industry sectors.  In addition, the Company intends to continue to seek
financing  in  the form of equity, debt or strategic partnering to carry out its
business  plan  and  enhance  shareholder  value.

ITEM  7.   DESCRIPTION  OF  PROPERTY.

           NetWeb's  executive  offices  are  located  at 1450 S. Dixie Highway,
Suite  101-A,  Boca  Raton,  Florida  33432.  The  offices are occupied under an
office  sharing  arrangement  for  nominal  rent.

ITEM  8.   DIRECTORS,  EXECUTIVE  OFFICERS
           AND  SIGNIFICANT  EMPLOYEES.

The  Company's  executive  officers  and  directors  are  as  follows:

<TABLE>
<CAPTION>

<S>               <C>  <C>

NAME              AGE  POSITION
----              ---  --------

Paul M. Galant     59  Secretary, Treasurer and Director

Harvey Judkowitz   56  Chief Executive Officer and
                       Chairman of the Board of Directors
</TABLE>

     The  principal  occupation,  title and business experience of the Company's
executive  officers and directors during the last five years is indicated below:

PAUL M. GALANT, 59, is the Secretary/Treasurer and Director of the Company.  Mr.
Galant was the founder of NetWeb OnLine.Com Inc., a Florida corporation ("NetWeb
Florida").  He  has  been  a  consultant  and  advisor  to the Company since its
inception.  He  was  a registered NASD General Securities Principal until August
1997.  He  has been a business development consultant since 1970.  Mr. Galant is
currently  a director of Meridian USA Holdings Inc. (OTCBB).  From time to time,
Mr. Galant has been a director and officer of non-affiliated developmental stage
enterprises.  He  was  a  practicing attorney in the State of New York from 1966



























                                        6
<PAGE>



until  2000.  Between 1975 and 1986, Mr. Galant was a founding partner of a
Long  Island  (NY)  based  full  service  brokerage  firm.  Subsequently, he was
co-founder,  and  served  as an officer, director and/or registered principal of
several  NASD  member  securities/brokerage  firms  in the New York Metropolitan
Area.  Since 1981, he has been the President of PR Sources Inc, a private entity
engaged  in corporate development services.  From 1966 to 1968, he served in the
United States Army.  Mr. Galant is a 1965 graduate of Brooklyn Law School (J.D.)
and  received  a Bachelor of Business Administration degree from Adelphi College
in  1962.

     HARVEY  JUDKOWITZ,  56,  is  the  Chairman  and CEO of the Company.  He has
served  as  Director of NetWeb Florida since its formation in October 1999.  Mr.
Judkowitz  is  currently  the  CFO of HBOAC.Com (Ft. Lauderdale, FL) and Capital
International SBIC (Miami, FL).  He was the CFO of New Millennium Communications
Corp.  from  August 1998 to March 1999.  He was a director of Utilicore Corp., a
start-up  telecommunications  company  based  in  Florida,  for which he was the
interim  CEO  from September 1998 to January 1999.  Mr. Judkowitz is a certified
public  accountant  licensed  in  Florida  and New York and since 1988, has been
conducting his own accounting practice in Florida.  He received a BBA-Accounting
degree  from  Pace  University  (NY)  in  1967.

ITEM  9.  REMUNERATION  OF  DIRECTORS  AND
          OFFICERS.

     (A)  COMPENSATION:

      The  Company  paid  no  compensation to its executive officers in its last
fiscal  year.

     (B)  OPTION/SAR  GRANTS  IN  LAST
          FISCAL  YEAR  (INDIVIDUAL  GRANTS):

     No stock option or stock appreciation rights were granted by the Company in
its  last  fiscal  year.

ITEM  10. SECURITY  OWNERSHIP  OF  MANAGEMENT
          AND  CERTAIN  SECURITY  HOLDERS.

     The  following  table  sets  forth information as of November 30, 2000 with
respect  to  the  beneficial  ownership  of  NetWeb's securities by officers and
directors,  individually  and  as  a  group.  To NetWeb's knowledge, on November
30,  2000,  there were no holders of more than 5% of its Common Stock other than
First  Financial  Network,  Inc.,  Paul  M. Galant and Harvey Judkowitz.  Unless
otherwise  indicated, all  shares are beneficially owned and sole investment and
voting  power is held by the beneficial owners indicated.  On November 30, 2000,
there  were  6,348,658  shares  of  Common  Stock, and 13,940 shares of Series I
Preferred  Stock  outstanding. No shares of any other class of capital stock are
outstanding.


































                                        7
<PAGE>


<TABLE>
<CAPTION>

     NAME AND ADDRESS OF                            AMOUNT AND NATURE OF    PERCENT
     BENEFICIAL OWNER         TITLE OF CLASS        BENEFICIAL OWNERSHIP    OF CLASS

<S>  <C>                   <C>                     <C>                      <C>

First National Network,           Common                 1,300,000            20.5
Inc.                                                     (Direct)
2431 Bimini Lane
Ft. Lauderdale, FL 33312

Paul M. Galant                    Common                 1,700,000            26.8
470 N.E. 25th Terrace                                    (Direct)
Boca Raton, FL 33431

Harvey Judkowitz                  Common                   550,000             8.7
10220 S.W. 124th Street                                  (Direct)
Miami, FL 33176

Officers and Directors as a       Common                 2,250,000            35.5
Group (2 persons)                                        (Direct)

</TABLE>

ITEM  11.  INTEREST  OF  MANAGEMENT  AND  OTHERS
           IN  CERTAIN  TRANSACTIONS

           On or about March 20, 1998, the Company issued 150,000 shares of its
Common Stock to PR Sources Inc., a Florida corporation controlled by Paul M.
Galant, in consideration for business development and consulting services
performed for the Company.  During 1999, the Company issued an additional
100,000 shares of Common Stock to PR Sources Inc. for business development
and consulting services rendered by Mr. Galant and PR Sources Inc.  On or about
October 7, 1999, prior to the Company's acquisition of NetWeb Florida, NetWeb
Florida purchased certain assets  from  PR Sources Inc. In that transaction,
NetWeb Florida issued 700,000 shares  of  its  Common  Stock in consideration
for the transfer of: (i) six (6) existing World Wide Web addresses and websites;
(ii) two (2) proposed websites; (iii) the registered  service  mark,  The Fans
Choice7; and (iv) all shares of www.SpectraTV.net  Inc., a Florida corporation.
Prior to becoming an officer or director of the Company, Mr. Galant transferred
the shares in NetWeb Florida to unaffiliated third parties. After the Company's
acquisition of NetWeb Florida, the  consulting  arrangement between  PR Sources
Inc.  and  the  Company  was terminated and  Mr. Galant was elected a Director
and Officer of the Company.

           Other  than the above, there are no relationships or transactions
required to be disclosed  in  this  Item.


































                                        8
<PAGE>



                                    PART  II

ITEM  1.     MARKET  PRICE  OF  AND  DIVIDENDS  ON  THE  REGISTRANT'S
             COMMON  EQUITY  AND  OTHER  SHAREHOLDER  MATTERS.

             (A)    MARKET  PRICE:

             NetWeb's  Common  Stock  is  traded  over-the-counter  on  the
electronic  bulletin  board  operated  by the National Association of Securities
Dealers  under the trading symbol NWOL.  The following table sets forth the high
and  low bid prices for the Common Stock since the inception of its quotation on
the  Bulletin  Board  during  the  first  quarter  of  2000:

<TABLE>
<CAPTION>

<S>   <C>                 <C>    <C>

YEAR  QUARTER             HIGH   LOW
----  ------------------  -----  ----
2000  First               1.375  1.25
2000  Second              1.375   .25
2000  Third                .375   .10
2000  Fourth                .10   .07
      (through 11/30/00)

</TABLE>


     (B)     HOLDERS:

     As of November 30, 2000, there were 115 record holders of NetWeb's
Common  Stock.  Based  on  information  from  brokers  and other sources, NetWeb
estimates  that as of November 30, 2000, there were approximately 165 beneficial
holders  of  NetWeb's  Common  Stock.

     (C)     DIVIDENDS:

             The  Company  has  never  declared  or  paid cash dividends on its
Common  Stock  and  has  no  current  intention  to  pay  any  dividends.

ITEM  2.     LEGAL  PROCEEDINGS.

             NetWeb  is  not  a  party to any lawsuit, litigation, or regulatory
proceeding  of  any  kind,  filed,  pending  or  threatened.

ITEM  3.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS.

             None.

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

             There were no matters submitted to a vote of security holders
during the  year  ended  September  30,  2000.



























                                        9
<PAGE>



ITEM  5.     COMPLIANCE  WITH  SECTION  16(A)
             OF  THE  EXCHANGE  ACT

             NetWeb  has  no information to report with respect to Section 16(A)
of  the  Exchange  Act.

ITEM  6.     REPORTS  ON  FORM  8-K

             The  Company filed a current report on Form 8-K dated June 30, 2000
to  report  the sale of all of the issued and outstanding shares of common stock
of  its  subsidiary, The Golfing Network.Com, Inc., to Bryan Efimov and Theodore
Efimov  in exchange for all of the shares of Common Stock and Preferred Stock of
NetWeb  owned  by  them.





































































                                       10
<PAGE>



                                    PART F/S
                             NETWEB ONLINE.COM, INC.
                              FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


                                               PAGE NO.
                                               --------

<S>                                            <C>

Independent Auditors' Reports                  F-2
Balance Sheets                                 F-4
Statements of Operations                       F-6
Statements of Changes in Stockholders' Equity  F-7
Statements of Cash Flows                       F-12
Notes to Financial Statements                  F-13

</TABLE>


























































                                      F-1
<PAGE>







                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To  the  Board  of  Directors
NetWeb  OnLine.Com,  Inc.
Fort  Lauderdale,  Florida

We  have audited the accompanying balance sheet of NetWeb OnLine.Com, Inc. as of
September  30,  2000  and  the  related  statements  of  operations,  changes in
stockholders'  equity,  and  cash  flows  for the year ended September 30, 2000.
These  financial  statements are the responsibility of the Company's management.
Our  responsibility is to express an opinion on these financial statements based
on  our  audit.  The  financial  statements  of  NetWeb  OnLine.Com,  Inc. as of
September  30,  1999 were audited by other auditors whose report, dated December
29,  1999,  contained  a  going  concern  paragraph.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  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 NetWeb OnLine.Com, Inc. as of
September  30,  2000,  and the results of its operations, and its cash flows for
the  year  ended  September  30,  2000,  in  conformity  with generally accepted
accounting  principles  in  the  United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 7 to the financial
statements,  the  Company has no established source of revenue, recurring losses
from  operations, negative working capital, and stockholders' equity deficiency.
This  raises substantial doubt about its ability to continue as a going concern.
Management's  plan  in regard to these matters is also described in Note 7.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.

SEWELL  AND  COMPANY,  P.A.


Hollywood,  Florida
November  30,  2000































                                      F-2
<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


To  the  Shareholders  of  NetWeb  OnLine.Com  Inc.

We  have  audited the accompanying balance sheet of NetWeb OnLine.Com Inc. as of
September  30,  1999  and  the  related  statement  of  operations,  changes  in
shareholders'  equity  (deficit)  and cash flows for the year then ended.  These
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

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

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

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 7 to the
financial  statements,  the Company has incurred losses since its inception, and
has  had  negative  cash  flows  since  its  inception.  These  conditions raise
substantial  doubt  about  the Company's ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 7.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.




                                                     KING GRIFFIN & ADAMSON P.C.


Dallas,  Texas
December  29,  1999





































                                      F-3
<PAGE>




                             NETWEB ONLINE.COM, INC.
                                 BALANCE SHEETS
                           SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>


                                          2000        1999
                                         ------     --------
                         ASSETS
                         ------

<S>                                      <C>        <C>

Current assets
  Cash                                   $2,281     $    883
  Investments                             6,000            -
  Note receivable stockholder                 -        1,250
  Inventory                                   -       51,830
  Deferred advertising costs                  -      181,791
  Prepaid expenses                            -        2,189
                                         ------     --------
Total current assets                      8,281      237,943

Patents net of accumulated amortization
  of $5,605                                   -       61,656
                                         ------     --------
Total                                    $8,281     $299,599
                                         ======     ========
</TABLE>

















































                       See notes to financial statements.

                                       F-4
<PAGE>


                             NETWEB ONLINE.COM, INC.
                           BALANCE SHEETS (CONTINUED)
                           SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>
                                                       2000        1999
                                                   ----------   -----------

                        LIABILITIES AND STOCKHOLDERS' EQUITY
                        ------------------------------------

<S>                                                  <C>         <C>
Current liabilities
  Accounts payable                                   $  15,545   $    7,326
  Current portion of note payable,
   stockholder                                               -       40,000
                                                     ----------  -----------
Total current liabilities                               15,545       47,326

Note payable, stockholder                                    -       35,000
                                                     ----------  -----------

Stockholders' equity
  Preferred stock, $0.001 par value, 5
   million shares authorized
    Series I convertible 13,940 and 28,966
     shares issued and outstanding                          14           29
    Series II Redeemable, 0 and 200,000
     shares issued and outstanding                           -          200
  Common stock, $0.001 par value 30 million
   shares authorized, 6,348,658 and
   4,058,447 issued and outstanding                      6,349        4,058
  Additional paid in capital                           422,237    1,121,287

  Less: Subscriptions receivable                                   (634,000)

  Accumulated other comprehensive loss                  (6,500)           -

  Retained deficit                                    (429,364)    (274,301)
                                                     ----------  -----------
                                                        (7,264)     217,273
                                                     ----------  -----------

                                                     $   8,281   $  299,699
                                                     ==========  ===========
</TABLE>




































                       See notes to financial statements.

                                      F-5
<PAGE>



                             NETWEB ONLINE.COM, INC.
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>

                                               2000        1999
                                            ----------  ----------
<S>                                         <C>         <C>
Revenue                                     $       -   $       -

Expenses
  General and administrative                  122,672           -
  Realized losses on investments                4,500           -
                                            ----------  ----------
                                              127,172           -
                                            ----------  ----------
Loss from continuing operations              (127,172)          -

Discontinued operations
  Loss from operation of discontinued golf
   business                                   (27,891)   (132,047)
                                            ----------  ----------
                                              (27,891)   (132,047)
                                            ----------  ----------

Net loss                                    $(155,063)  $(132,047)
                                            ==========  ==========

Basic net loss per common share
  Loss from continuing operations           $ (0.0277)  $       -
  Discontinued operations                     (0.0061)    (0.0387)
                                            ----------  ----------
  Net loss                                  $ (0.0338)  $ (0.0387)
                                            ==========  ==========
</TABLE>











































                       See notes to financial statements.

                                      F-6
<PAGE>




                             NETWEB ONLINE.COM, INC.
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                     YEARS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>


                                                                                         ADDITIONAL
                                              PREFERRED STOCK         COMMON STOCK         PAID IN
                                             SHARES      AMOUNT   SHARES        AMOUNT     CAPITAL
                                             -------------------  ---------------------  ----------
<S>                                          <C>         <C>      <C>           <C>      <C>

Balance at October 1, 1998                    213,940   $   214     2,882,185   $  2,882  $ 354,564

Issuance of series I
  preferred stock for cash,
  December 28, 1998                            15,026        15                              65,803

Issuance of common stock
  for services, January 31, 1999.                                     100,000        100      9,900

Exercise of stock warrants
  for subscriptions
  receivable on or before
  April 6, 1999                                                       650,000        650    649,350

Issuance of common stock
  for acquisition of patents,
  May 1, 1999                                                          87,606         88      8,673

Issuance of common stock
  for services, May 1, 1999                                           338,656        338     33,527

Payments received on
  subscriptions receivable,
  July 23, 1999

Payment of subscriptions
  receivable

Canceled warrant
  subscriptions                                                                               (530)

Net Loss
                                            -------------------------------------------------------
Balance, September 30,
  1999                                       228,966   $   229     4,058,447   $  4,058  $1,121,287

</TABLE>





























                       See notes to financial statements.

                                       F-7
<PAGE>



                             NETWEB ONLINE.COM, INC.
       STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)(CONTINUED)
                     YEARS ENDED SEPTEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>

                                                           ACCUMULATED
                                           SUBSCRIPTIONS      OTHER
                                             AND NOTES    COMPREHENSIVE    RETAINED   COMPREHENSIVE
                                            RECEIVABLE         LOSS        DEFICIT        LOSS       TOTAL

<S>                                         <C>           <C>              <C>          <C>          <C>

Balance at October 1, 1998                  $   (5,500)    $        -      $ (142,254)  $        -   $ 209,906

Issuance of series I
  preferred stock for cash,
  December 28, 1998                                                                                     65,818

Issuance of common stock
  for services, January 31, 1999.                                                                       10,000

Exercise of stock warrants
  for subscriptions
  receivable on or before
  April 6, 1999                               (650,000)                                                       -

Issuance of common stock
  for acquisition of patents,
  May 1, 1999                                                                                             8,761

Issuance of common stock
  for services, May 1, 1999                                                                              33,865

Payments received on
  subscriptions receivable,
  July 23, 1999                                 16,000                                                   16,000

Payment of subscriptions
  receivable                                     4,970                                                    4,970

Canceled warrant
  subscriptions                                    530                                                        -

Net Loss                                                                         (132,047)             (132,047)
                                            --------------------------------------------------------------------
Balance, September 30,
  1999                                      $ (634,000)     $         -        $ (274,301)   $     -  $ 217,273
</TABLE>































                       See notes to financial statements.

                                      F-8
<PAGE>



                             NETWEB ONLINE.COM, INC.
       STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
                     YEARS ENDED SEPTEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>


                                                                         ADDITIONAL
                             PREFERRED STOCK         COMMON STOCK        PAID IN
                           SHARES      AMOUNT    SHARES        AMOUNT    CAPITAL
                           -------------------  ----------------------  ----------
<S>                        <C>        <C>        <C>          <C>       <C>
Balance October 1,
 1999                        228,966   $   229   4,058,447   $  4,058   $1,121,287

Shares issued in
 connection with the
 purchase of the
 website E-trade
 golf.Com on December 6,
 1999                         33,737        34                              67,439

Shares contributed in
 connection with the
 acquisition of NetWeb
 OnLine.Com, Inc. on
 December 13, 1999                              (1,721,000)    (1,721)       1,721

Shares issued in
 connection with the
 acquisition of NetWeb
 Online.Com, Inc. on
 December 13, 1999          700,000        700   2,310,000      2,310       54,740
Payments received on
 subscriptions
 receivable, including
 the reduction of
 exercise price, on June
 30, 2000                                                                 (485,595)

Shares retired in
 conjunction with
 disposition of golf
 related net assets on
 June 30, 2000            (215,026)        (215)   (500,000)     (500)    (335,887)

Conversion of
 preferred stock to
 common stock on
 August 30, 2000          (733,737)        (734)  2,201,211     2,202       (1,468)

Payments received on
 subscriptions receivable
 including the reduction
 of exercise price, on
 September 30, 2000

Net Loss

Unrealized loss on
 marketable securities

Balance, September 30,
 2000                       13,940        $  14   6,348,658    $6,349   $   422,237
                         ==========================================================
</TABLE>












                       See notes to financial statements.

                                      F-9
<PAGE>



                             NETWEB ONLINE.COM, INC.
       STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)(CONTINUED)
                     YEARS ENDED SEPTEMBER 30, 2000 AND 1999


<TABLE>
<CAPTION>

                                                  ACCUMULATED
                                  SUBSCRIPTIONS      OTHER
                                    AND NOTES    COMPREHENSIVE    RETAINED   COMPREHENSIVE
                                    RECEIVABLE         LOSS        DEFICIT        LOSS       TOTAL

<S>                               <C>           <C>              <C>          <C>            <C>

Balance October 1,
 1999                             $(634,000)     $          -    $(274,301)   $         -    $217,273

Shares issued in
 connection with the
 purchase of the
 website E-trade
 golf.Com on December 6,
 1999                                                                                          67,473

Shares contributed in
 connection with the
 acquisition of NetWeb
 OnLine.Com, Inc. on
 December 13, 1999                                                                                  -

Shares issued in
 connection with the
 acquisition of NetWeb
 Online.Com, Inc. on
 December 13, 1999                                                                             57,750

Payments received on
 subscriptions
 receivable, including
 the reduction of
 exercise price, on June
 30, 2000                           629,095                                                   143,500

Shares retired in
 conjunction with
 disposition of golf
 related net assets on
 June 30, 2000                                                                               (336,602)

Conversion of
 preferred stock to
 common stock on
 August 30, 2000                                                                                    -

Payments received on
 subscriptions receivable
 including the reduction
 of exercise price, on
 September 30, 2000                   4,905                                                     4,905

Net Loss                                                         (155,063)     (155,063)     (155,063)

Unrealized loss on
 marketable securities                                (6,500)                    (6,500)       (6,500)
                                                                               ---------
                                                                              $(161,563)
                                                                              ==========
                                 ---------------------------------------------           -------------
Balance, September 30,
 2000                            $       -         $  (6,500)  $(429,3645)                 $   (7,264)
                                 =============================================           ==============
</TABLE>







                       See notes to financial statements.

                                     F-10
<PAGE>



                             NETWEB ONLINE.COM, INC.
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED SEPTEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>

                                                      2000        1999
                                                   ----------  ----------
<S>                                                <C>         <C>
Cash flows from operating activities:
  Net loss                                          $(155,063)  $(132,047)
                                                    ----------  ----------

Adjustments to reconcile net loss to net
  cash used by operating activities:

 Realized losses on investments                         4,500           -
 (Increase) decrease in note receivable,
   stockholder                                              -      (1,491)
 (Increase) decrease in inventories                         -     (12,301)
 (Increase) decrease in prepaid expenses                    -      (2,189)
 Increase (decrease) in accounts payable               20,556       7,326
 Amortization                                               -       5,605
 Common stock issued for services                           -      43,865
                                                    ----------  ----------
 Total adjustments                                     25,056      40,815
                                                    ----------  ----------
Net cash used by operating activities                (130,007)    (91,232)
                                                    ----------  ----------

Cash flows from investing activities:
 Cash payments for investments                         (7,000)          -
                                                    ----------  ----------
 Net cash used by investing activities                 (7,000)          -
                                                    ----------  ----------

Cash flows from financing activities:
 Proceeds from subscriptions receivable               138,405           -
 Proceeds from issuance of common and
  preferred stock                                           -      86,788
                                                    ----------  ----------
Net cash provided by financing activities             138,405      86,788
                                                    ----------  ----------

Net increase (decrease) in cash                         1,398      (4,444)

Cash, beginning of period                                 883       5,327
                                                    ----------  ----------
Cash, end of period                                 $   2,281   $     883
                                                    ==========  ==========
</TABLE>




























                       See notes to financial statements.

                                     F-11
<PAGE>




                             NETWEB ONLINE.COM, INC.
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                     YEARS ENDED SEPTEMBER 30, 2000 AND 1999

Supplemental  disclosure,  2000,  of  non-cash  financing  activities:
----------------------------------------------------------------------

On  December 6, 1999, in exchange for the website, E-Trade Golf.Com, the Company
issued 33,737 shares of its series I convertible preferred stock.  Each share is
convertible  into  three shares of its common stock on or after October 1, 2000.
The  Website,  E-trade was subsequently disposed of in conjunction with the golf
related  net  assets  (See  Note  6).

On  December  13, 1999 the Company issued 700,000 shares of series I convertible
preferred  stock,  and  2,310,000 shares of common stock, in connection with the
acquisition  of  NetWeb  OnLine.Com,  Inc.,  valued  at  $57,750.  The value was
established  according  to the net assets at book value.  Each share of series I
convertible  preferred stock is convertible into three shares of common stock at
any  time  after  12  months  from  the  date  of  issuance at the option of the
preferred  stockholder,  and  pays  no  dividends.

On  June  28, 2000 the Company received 50,000 shares of BizNet, Inc. as payment
for  subscriptions  receivable  of  $10,000.

On  June  30,  2000  the  Company  retired 15,026 shares of series I convertible
preferred  stock,  200,000  shares  of series II redeemable preferred stock, and
500,000  shares of common stock, in conjunction with the disposition of the golf
related  net  assets  at  a  value  of  for  $336,602  (See  Note  6).

On  June  30, 2000, the Company reduced the price of remaining shares subscribed
for  from  $1  to  $0.001, for a total value of $485,595, from the subscriptions
receivable  of  $634,000.

Supplemental  disclosure,  1999,  of  non-cash  financing  activities:
----------------------------------------------------------------------

Issuance of common stock for acquisition of patent, May 1, 1999 in the amount of
$8,761.

Issuance  of  common  stock  for  services during 1999 in the amount of $43,865.

Common  stock  sold  for  notes  on  April  6,  1999  in the amount of $650,000.





































                      See notes to financial statements.

                                      F-12
<PAGE>



                             NETWEB ONLINE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999

NOTE  1      SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES


             Business
             --------
             NetWeb Online.Com, Inc. (the "Company") was incorporated, in the
             State of Texas, under  the  name  GEAC,  Inc., on November 5, 1997.
             In July, 1999, the name was changed to The Golfing Network.Com,
             Inc.  In December, 1999, in conjunction with the  acquisition  of
             NetWeb Online.Com, Inc., the Company changed to that name.

             The  Company was formed for the purpose of engaging in the
             marketing and sale of golf  related  products,  including  the
             purchase  of  the patent rights to the Wonderstick.  The  Company
             subsequently  expanded  its  business  purposes to include  the
             development, acquisition and operation of a variety of Internet web
             sites.  On June 30, 2000, the Company transferred its golf related
             net assets to two  stockholders  (See  Note  6) and, at September
             30, 2000, was inactive.  The underlying  operations of the golf-
             related net assets have been accounted for as discontinued
             operations.

             Use  of  Estimates
             ------------------

             The  preparation  of  financial statements in conformity with
             generally accepted accounting  principles  requires  management to
             make  certain  estimates  and assumptions that directly affect the
             results of reported assets and liabilities and  disclosure  of
             contingent  assets  and liabilities as of the balance sheet date,
             and  the  reported  amounts  of  revenues  and  expenses  for  the
             period presented.  Actual  results  could  differ  from  these
             estimates.

             Investments
             -----------
             The Company classifies its investments as available-for-sale, which
             are reported at  market  value.

             Unrealized holding gains and losses are excluded from earnings and
             reported as a separate  component  of  comprehensive  income.
             Realized  gains  and losses are reported  in  earnings based on the
             adjusted cost of the specific security sold.

             Advertising
             -----------
             There  was  no  advertising  expense  for the year ended September
             30, 2000. At September  30,  1999,  the  Company  had  deferred
             $181,791 related to the final version of an infomercial, which was
             never aired.  At June 30, 2000, the Company disposed of its golf
             related net assets, including the deferred advertising cost (See
             Note  6).

             Cash  and  Cash  Equivalents
             ----------------------------
             The Company considers  all cash and cash equivalents highly liquid
             investments with an original  maturity  of  three  months  or less
             to be cash equivalents.




















                                      F-13
<PAGE>



                             NETWEB ONLINE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999

NOTE  1      SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

             Basic  Earnings  (Loss)  per  Share
             -----------------------------------

             Basic  earnings  (loss)  per  share for each year is computed by
             dividing income (loss)  for the year by the weighted average
             number of common shares outstanding during  the  year.

                                                          2000           1999
                                                          ----           ----

             Weighted  average  number  of
             shares  outstanding  during
             the  year                                4,587,344     3,412,842

             Dilutive  earnings  (loss)  per  share  were  not  given  because
             they would be anti-dilutive.

NOTE  2      INVESTMENTS

             Investments  consist  of  the  following:

                                          Unrealized     Market     Realized
                                  Cost      Losses       Value       Losses
                                  ----      ------       -----       ------
             Equity               $14,500   $6,500      $3,500       $4,500
             Securities
             Options                2,500        0       2,500            0
                                  -------   ------      ------       ------
             Totals               $17,000   $6,500      $6,000       $4,500
                                  =======   ======      ======       ======


NOTE  3      RELATED  PARTY  TRANSACTIONS

             During  the  year ended September 30, 1999, the Company issued
             150,000 shares of the Company's common stock, for services
             rendered to a corporation controlled by a  director.  During
             the  year  ended  September  30,  1999,  the  Company paid
             approximately  $18,000  for consulting services to a director
             and shareholder of the  Company.

             Note  payable  to  a  related party consists of an amount due from
             a significant shareholder.  The note is unsecured, bears interest
             at 7.5%, and matures in February  2003  at  which time both
             principal and interest will be due. The note was  subsequently
             disposed  of  in conjunction with the golf related net assets
             (See  Note  6).

NOTE  4      COMMON  AND  PREFERRED  STOCK

             On December  6, 1999,  in  exchange  for  the website,
             E-Trade Golf.Com, the Company issued 33,737 shares of its series I
             convertible preferred stock.  Each share is convertible into three
             shares of its common stock on or after October 1, 2000.  The
             website, E-Trade, was subsequently disposed of in conjunction with
             the golf related  net  assets  (See  Note  6).




















                                     F-14
<PAGE>




                             NETWEB ONLINE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999

NOTE  4      COMMON  AND  PREFERRED  STOCK  -  CONTINUED


             On  December  13,  1999,  majority  stockholders contributed
             1,721,000 shares of common  stock,  in  connection  with  the
             acquisition of NetWeb Online.Com, Inc.

             On  December 13, 1999, the Company issued 700,000 shares of series
             I convertible preferred  stock,  and  2,310,000  shares of common
             stock in connection with the acquisition of NetWeb Online.Com, Inc.
             (a Florida corporation), at $57,750.  The value  was established
             according to the net assets at book value.  Each share of series I
             convertible preferred stock is convertible into three shares of
             common stock at any time after 12 months from the date of issuance
             at the option of the preferred stockholder, and pays no dividends.

             On  June  30,  2000,  the  Company retired 15,026 shares of series
             I convertible preferred  stock,  200,000  shares  of series II
             redeemable preferred stock, and 500,000  shares  of  common  stock,
             in conjunction with the disposition of golf related  net  assets at
             a  value  of  $336,602  (See  Note  6).

             On  June  30, 2000, the Company reduced the price of remaining
             shares subscribed for  from  $1  to  $0.001, for a total value of
             $485,595, from the subscriptions receivable  of  $634,000.

             On  August  30,  2000,  various  stockholders  exercised their
             rights to convert 733,737  shares  of  series  I  preferred
             stock into 2,201,211 shares of common stock.

NOTE  5      INCOME  TAXES

             Deferred tax assets and liabilities consist of the following:

<TABLE>
<CAPTION>

                                 September 30,    September 30,
                                     2000             1999
                                ---------------  ---------------
<S>                             <C>              <C>
Current deferred tax     asset
                                $            0   $       67,208
Valuation allowance                          0          (67,208)
                                ---------------  ---------------
                                $            0   $            0
                                ===============  ===============
Non-current tax asset           $      159,000   $      101,000
Valuation allowance                   (159,000)        (101,000)
                                ---------------  ---------------
                                $            0   $            0
                                ===============  ===============
</TABLE>























                                     F-15
<PAGE>



                             NETWEB ONLINE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999

NOTE  5      INCOME  TAXES  -  CONTINUED

             The  current  deferred  tax  asset  at September 30, 1999 resulted
             from deferred advertising  costs,  which  were  previously
             deducted  for income tax purposes.

             The  non-current  deferred  tax  asset  results  from  the  net
             operating  loss carryforward, which approximates $429,000 at
             September 30, 2000, and $456,000 at September  30,  1999.  The  net
             operating loss carryforward, which is subject to annual limitations
             prescribed  by  the  Internal Revenue Code, is available to offset
             future taxable income through 2020.  A 100% valuation allowance has
             been recorded to offset the net  deferred  tax  asset  due  to
             uncertainty of the Company generating future taxable  income.

             The Company's income tax expense for the years ended September 30,
             2000 and 1999 differed  from  the  statutory  federal rate of 34%
             as  follows:

<TABLE>
<CAPTION>

                          September 30,    September 30,
                              2000             1999
                         ---------------  ---------------
<S>                      <C>              <C>
Statutory rate applied
 to loss before income
 taxes                   $      (53,000)  $      (44,896)
State income taxes, net
 of federal income tax
 effect                          (4,600)          (3,922)

Increase in valuation
 allowance                       57,600           49,369


Other                                 0             (551)
                         ---------------  ---------------

Income Tax Expense       $            0   $            0
                         ===============  ===============
</TABLE>

NOTE  6     DIVESTITURE

            On  June  30, 2000 the Company transferred its golf related net
            assets including all  royalty  agreements,  to two stockholders
            for the return of the following equity:

               15,026  shares  of  series  I  convertible  preferred  stock
              200,000  shares  of  series  II  redeemable  preferred  stock
              500,000  shares  of  common  stock

























                                      F-16
<PAGE>


                             NETWEB ONLINE.COM, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2000 AND 1999

NOTE  6      DIVESTITURE  -  CONTINUED

             A  summary of financial data of discontinued operations at
             September 30, 1999 is as  follows:


Financial Position
Current assets                 $47,240
Note receivable, stockholder   30,150
Deferred advertising costs     181,791
Patents                        156,136
Total current liabilities      (3,715)
Note payable, stockholder      75,000
                              ---------
                              $336,602
                              =========


             The 1999 balance sheet has not been restated.  At September 30,
             2000, there were no  assets  related  to  discontinued operations.

             The  golf  business  had  net sales of $23,668 and a net loss of
             $27,891 through June  30,  2000,  and  net  sales  of $32,957 and
             a net loss of $132,047 through September  30,  1999.  The prior
             year statement of operations has been restated for  comparison
             purposes.

NOTE  7      GOING  CONCERN  UNCERTAINTY

             These financial statements are presented assuming the Company
             will continue as a going  concern.  The  Company  has  no
             established source of revenue, recurring losses from operations,
             negative  working  capital,  and stockholders' equity deficiency.
             This  raises  substantial doubt about its ability to continue as a
             going  concern.  Management's  plan in regard to these matters
             includes raising working  capital  to  assure  the Company's
             viability, through private or public equity  offerings and/or debt
             financing; and/or through the acquisition of new business or
             private  ventures.








































                                     F-17
<PAGE>



                                    PART III
                                    EXHIBITS

The  following  exhibits  are  being  filed  with  this  report:

3.1    Articles  of  Incorporation,  as  amended.*

3.2    By-Laws.*

23.1   Consent  of  Sewell  and  Company,  PA,  independent  auditors.

----------------------------
*  Previously  filed.






































































                                     11
<PAGE>


                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this  report to be signed on its behalf by the undersigned, thereto duly
authorized  on  the  _____  day  of  January,  2001.

                                   NetWeb  OnLine.Com,  Inc.

                                   By:  /s/  Harvey  Judkowitz
                                   -------------------------
                                   Harvey  Judkowitz,  Chairman
                                   and  CEO

     In  accordance with  the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  ____  day  of  January,  2001.

Principal  Executive  Officer:

 /s/  Harvey  Judkowitz
----------------------
Harvey  Judkowitz
Chairman  and  CEO

Principal  Financial  Officer  and
Principal  Accounting  Officer:

 /s/  Paul  M.  Galant
-------------------
Paul  M.  Galant
Secretary  and  Treasurer



















































                                     12

<PAGE>