SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                   FORM 10 - K
              [X] ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF
                       THE SECURITIES EXCHANGE ACT OF l934

For the fiscal year ended December 31, 1999       Commission file number 0-25942

                                       OR

                  [ ] TRANSITION REPORT PURSUANT TO SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the transition period from _____ to ______.

                                   SWWT, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                        84-1167603
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
      incorporation or organization)

         3492 W. 109th Circle, Westminster, Colorado                    80030
             (Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (303) 460-8017

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

        Title of each class                 Name of exchange on which registered
        -------------------                 ------------------------------------
                  None                                    Not Applicable


Securities registered pursuant to Section l2(g) of the Act:

                     Common Stock, par value $.001 per share
                     ---------------------------------------
                                (Title of class)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section l3 or l5(d) of the  Securities  Exchange  Act of
l934  during  the  preceding  l2 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No --- ---

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K 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]

     The  aggregate  market value of voting stock held by  nonaffiliates  of the
registrant on April 11, 2000, was  approximately  $6,091,254.  On such date, the
last sale price of registrant's common stock was $4.875 per share.

     Indicate number of shares  outstanding of each of the registrant's  classes
of common stock, as of April 11, 2000.

     Class                                         Outstanding on April 11, 2000
     Common Stock, par value $.001 per share                   3,122,254

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None


<PAGE>


                                     PART I

Item 1.    Business

General

     SWWT, Inc.,  formerly known as SweetWater,  Inc. (the "Company" or "SWWT"),
was  incorporated in Colorado in March 1991 and  re-incorporated  in Delaware in
September  1993.  The  Company's  principal  office is  located at 3492 W. 109th
Circle, Westminster, Colorado 80030 and its telephone number is 303/460-8017.

     Prior to February 1998, the Company was engaged in the manufacture and sale
of portable water filtration and purification  devices. On February 6, 1998, the
Company  sold  substantially  all of its  assets to  Cascade  Designs,  Inc.,  a
Washington  corporation  ("Cascade"),  pursuant to an Asset  Purchase  Agreement
dated as of October 21, 1997,  for a purchase  price of  $1,633,425 in cash (the
"Sale").  As a result of the Sale, the Company's only significant  asset is cash
and cash equivalents of approximately  $1.2 million.  The Company has no further
operating business,  and has reduced its management and administrative  staff to
one part-time employee. The Company plans to use its cash to pay ongoing general
and administrative  expenses, which are anticipated to be minimal, and to pursue
potential business combination (a "Business Combination") transactions.

     During 1999, the Company considered several possible Business  Combinations
and conducted negotiations with one potential candidate.  The Board of Directors
continuously  explores  opportunities  to effect a Business  Combination  with a
privately-held  business  which the Board believes may have  significant  growth
potential.  As the Company competes for desirable acquisition  candidates with a
large number of entities  with  significantly  greater  financial  resources and
technical expertise than the Company, the Company cannot be assured that it will
succeed  in its  efforts  to  conclude  a  Business  Combination.  If a Business
Combination  is  effected,  the  success of the  Company  will depend to a great
extent on the operations,  financial condition,  management and prospects of the
entity, if any, with which the Company may merge or which it may acquire. As the
Company has not consummated any transaction  with a particular  business entity,
the specific risks presented by such business cannot be described or assessed at
this  time.  Such  business  may  involve an  unproven  product,  technology  or
marketing  strategy,  the  ultimate  success of which cannot be assured and such
business may be in competition with larger, more established firms over which it
will have no competitive  advantage.  The Company's new business opportunity may
be highly  illiquid  and  could  result in a total  loss to the  Company  if the
opportunity  is  unsuccessful.  Given the  Company's  limited  resources,  it is
expected  that the Company will not be in a position to  diversify  this risk by
acquiring an interest in more than one business.

     Depending  on the size and  nature of the  entity,  if any,  which may be a
candidate for a potential  Business  Combination,  the Company may utilize cash,
equity,  debt or a  combination  thereof  to  increase  the  amount  of  capital
available for a Business Combination or to finance the operation of any acquired
business.  Although the Company believes additional capital may be required, the
necessity  for and the  amount  and  nature of any  future  borrowings  or other
financings by the Company will depend on numerous  considerations  including the
Company's capital  requirements,  its perceived ability to service such debt and
prevailing  conditions  in the  financial  markets and the general  economy.  No
assurance  can be made  that  additional  capital


                                       2
<PAGE>


will be available on terms  acceptable  to the  Company.  If the Company  issues
additional equity to raise capital or to acquire a new business,  the percentage
ownership  of the current  shareholders  could be  significantly  reduced and an
"ownership  change"  could occur for tax purposes.  An "ownership  change" could
adversely   affect  the  Company's   ability  to  use  its  net  operating  loss
carryforwards.

     Although the Company is subject to regulation  under the  Securities Act of
1933,  as  amended,  and  the  Securities  Exchange  Act of  1934,  as  amended,
management  believes  the  Company  is  not  subject  to  regulation  under  the
Investment  Company  Act of 1940,  as amended  (the  "Investment  Company  Act")
insofar as the Company is not engaged in the business of investing or trading in
securities.  In the event the  Company  engages in business  combinations  which
result  in the  Company  holding  passive  investment  interests  in a number of
entities  or in the  event  the  Company  is unable  to  consummate  a  Business
Combination  for a substantial  period of time,  the Company could be subject to
regulation under the Investment Company Act. In such event, the Company would be
required to  register  as an  investment  company,  and could incur  significant
registration and compliance costs and would be subject to extensive regulation.

Description of Prior Business

     Prior  to  the  Sale,  the  Company  was  engaged  in   manufacturing   and
distributing  portable water filtration and purification devices for outdoor use
(the "Outdoor Business").  Since its inception, the Company engaged primarily in
product  development and incurred  operating  losses resulting in an accumulated
deficit of approximately $11.3 million as of December 31, 1999.

     During 1997, the Company reduced its personnel,  discontinued  its research
and  development  efforts  and  initiated a cost  containment  program to reduce
general and administrative expenses,  conserve its cash resources and enable the
Company to concentrate its resources on its Outdoor Business.  In July 1997, the
Board  reviewed the financial  results for the quarter ended June 30, 1997,  the
moderate growth rate in the market for the Company's outdoor product in the 1997
selling  season,  the increased  competition  within such market,  the increased
market share of the Company's  principal  competitor,  and the potential for the
Outdoor Business to generate sufficient revenue to enable the Company to achieve
profitability.  The Board then authorized Dillon Read,  together with members of
management,  to contact  entities  which they  believed  may have an interest in
purchasing the Outdoor Business. As a result of such process, the Board approved
the Sale to Cascade  which was  approved by the  shareholders  and  completed in
February 1998.

     In May  1997,  the  Company  entered  into an  agreement  (the  "Management
Agreement") with Eric M. Reynolds,  Patrick E. Thomas and Jerry L. Cogdill, each
of whom was an executive  officer of the Company  (collectively,  "Management"),
pursuant to which  Management  agreed to remain with the Company through January
31,  1998,  in  exchange  for certain  performance  bonuses and a right of first
refusal to purchase the Outdoor  Business  which would  become  effective in the
event (i) certain  performance  targets were met and (ii) the Company elected to
sell such  business  within a specified  period after  December  31, 1997.  As a
result of the Sale,  the three members of  Management,  as a group,  received an
aggregate  bonus equal to  $523,000.  As the  determination  to sell the Outdoor
Business was made prior to December 31, 1997, the right of first refusal was not
available to Management under the terms of the Management Agreement.


                                       3
<PAGE>


Recent Developments

     On April 14,  2000,  the  Company  and its wholly  owned  subsidiary,  ENWC
Acquisition,  Inc.,  a  Delaware  corporation  ("ENWC"),  entered  into a merger
agreement (the "Merger  Agreement") with E-Newco,  Inc., a Delaware  corporation
("E-Newco"),  which is attached as an Exhibit 2.1 and is incorporated  herein by
reference.  Under the terms of the  Merger  Agreement,  the  Company  will issue
757,772 shares of its convertible  preferred  stock,  par value $0.001 per share
(the "Series B Preferred Stock"), to the stockholders of E-Newco in exchange for
their shares of E-Newco common stock.  Under the terms of the Merger  Agreement,
E-Newco  will  merge with ENWC (the  "Merger")  and will  become a wholly  owned
subsidiary of the Company. Under the terms of the certificate of designations of
the  Series  B  Preferred  Stock,  which  is  attached  as  Exhibit  3.1  and is
incorporated   herein  by   reference,   the  Series  B  Preferred   Stock  will
automatically  convert into an aggregate  of  75,777,162  shares of Common Stock
following  the  approval by the  stockholders  of the  Company of the  requisite
increase to the amount of authorized Common Stock and the receipt by the Company
of additional  equity  financing of at least $15.0  million.  The holders of the
Series B Preferred  Stock to be issued in  connection  with the Merger will vote
with the holders of the Common Stock on an as  converted  basis and will possess
approximately  95.5% of the voting  power  outstanding  after the  Merger.  Upon
completion of these  transactions,  but without  giving effect to the receipt of
the additional equity financing, the Company will have outstanding approximately
79,347,851  shares of Common Stock,  on an as converted and fully diluted basis,
of which the current stockholders of E-Newco will own approximately 95.5%.

     If the Company  does not receive  additional  equity  financing of at least
$15.0  million  within  180  days  of  the   consummation  of  the  transactions
contemplated by the Merger Agreement,  the holders of the Common Stock may elect
to cause the  Company to redeem  the  outstanding  shares of Series B  Preferred
Stock at a redemption  price equal to a pro-rata  portion of the Company's  cash
balance, if any, at the date of redemption.

     The Company is expected to pay a one-time cash  dividend to its  pre-Merger
stockholders  in an  amount  equal to the cash on the  Company's  balance  sheet
immediately  prior to the effective time of the Merger less expenses  related to
the Merger and the settlement of certain claims made in connection  with a prior
transaction. See "Item 3 - Legal Proceedings."

     In connection with the transactions  contemplated by the Merger  Agreement,
three of the  current  directors  of the  Company  will resign as members of the
board of directors of the Company,  and Mr. Jon Diamond and two other  designees
of E-Newco  will become  members of the board.  In  addition,  Mr.  Diamond will
become the President and Chief Executive Officer of the Company.

     Following the  completion of the  transactions  contemplated  by the Merger
Agreement, the Company expects that its stockholders will act by written consent
to, among other things, change the name of the Company,  increase the authorized
capital  stock  of  the  Company,   make  certain  other  modifications  to  the
certificate of incorporation and by-laws of the Company, and make changes to the
composition of the board of directors of the Company.

The transactions contemplated by the Merger Agreement are expected to close
prior to the end of April  2000 and will be  subject  to  customary  conditions.
There can be no
                                       4
<PAGE>


assurance  that the  transactions  contemplated  by the  Merger Agreement will
be consummated.

Employees

     At December 31, 1999, the Company had one part-time employee.

Item 2.    Properties

     The Company's  administrative  offices are located at 3492 W. 109th Circle,
Westminster,  Colorado 80030, in space supplied by the Company's Chief Executive
Officer at no cost to the Company.

Item 3.    Legal Proceedings

     On March 28, 2000,  the Company  received a  communication  making  certain
claims  with  respect to a prior  transaction.  On April 13,  2000,  the Company
entered  into an  agreement  to settle such  claims.  Under the  agreement,  the
Company,  without  admitting  liability,  will make a  one-time  payment  to the
claimant of  $250,000,  will  reimburse  related  expenses of the claimant up to
$50,000  and will  receive  an  unconditional  release  from the  claimant.  The
payments  will be made prior to the  closing  of the Merger and are a  condition
precedent to the consummation of the Merger.

     In 1996, the Company received a communication  from a patent holder,  which
was a competitor of the Company,  offering to license such patent to the Company
with respect to an accessory part of two of the Company's products. Although the
Company did not believe the  competitor's  patent would be upheld if  judicially
tested,  given the potential costs  associated  with patent claims,  the Company
elected to redesign  the  accessory  part in a manner  which it believed  should
avoid  potential  claims with  respect to future  products  sold by the Company.
Although the Company notified the competitor of its actions and has not received
a response thereto, no assurance can be given that a claim for infringement will
not be made against the Company.

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

     There were no matters  submitted  to a  stockholders'  vote during the last
quarter of the fiscal year ended December 31, 1999.



                                       5
<PAGE>


                                     PART II

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

     Trading  of the  Company's  Common  Stock  has been  sporadic  and in small
volumes since its initial public offering in January 1994. The Company cannot be
assured that an established  public trading market will develop or be sustained.
The Common  Stock has been  trading  in the  over-the-counter  market  under the
symbol "SWWT" since May 14, 1997. The following table sets forth for the periods
indicated  the range of high and low bid  quotations  for the  Company's  Common
Stock since January 1, 1998 as reported by dealers appearing as market makers on
the OTC Bulletin Board. These quotations represent  inter-dealer prices, without
retail mark-up, mark-down or commissions and do not necessarily represent actual
transactions.  The Company believes that the number of beneficial  owners was at
least 300 as of April 11, 2000.







                    1999                      HIGH        LOW
                    Fourth Quarter            1.7500      0.7500
                    Third Quarter             1.8125      1.2813
                    Second Quarter            1.5625      0.2800
                    First Quarter             0.3125      0.2800

                    1998
                    Fourth Quarter            0.3400      0.3100
                    Third Quarter             0.7200      0.3400
                    Second Quarter            0.5000      0.5000
                    First Quarter             1.3700      0.5000


     The Company has never paid a dividend  and does not  anticipate  payment of
dividends in the foreseeable future unless in connection with the Merger.


                                       6
<PAGE>



Item 6.    Selected Financial Data

     The selected  financial data  presented  below for the years ended December
31, 1995 through December 31, 1999 are derived from the financial  statements of
the Company.  No dividends have been paid for any of the periods presented.  The
financial data set forth below should be read in conjunction  with the financial
information included elsewhere herein and "Management's  Discussion and Analysis
of Financial Condition and Results of Operations".


                             SUMMARY FINANCIAL DATA
                      (in thousands, except per share data)

<TABLE>
<CAPTION>


                                                                 Year Ended December 31,
                                           ---------------------------------------------------------------------
                                               1999           1998          1997           1996          1995
<S>                                           <C>            <C>           <C>            <C>          <C>

Statement of Operations Data:
Net Sales                                     $     0        $     0       $     0        $     0      $      0
Costs and Expenses:
   General & Administrative                       128            203           289            628           249
   Sales & Marketing                                -              -            56            267             -
   Research & Development                           -              -           237            908             -
Operating Income (Loss)                          (128)          (203)         (582)        (1,803)         (249)
Other Income, net                                  59             62           246            128            29
Net (Loss) from Continuing Operations             (69)          (141)         (336)        (1,675)         (220)
Net (Loss) from Continuing                    $ (0.02)        $(0.05)       $(0.11)        $(0.55)       $(0.11)
    Operations per Common
    Share - Basic and Diluted
Weighted Average number of                      3,122          3,122         3,094          3,065         1,949
    Common shares outstanding (1)

                                                                         December 31,
                                           -------------------------------------------------------------------------
                                              1999          1998            1997           1996             1995
                                           -----------    ----------     -----------    ------------     ------------
Balance Sheet Data:
Working Capital                              $1,167         $ 1,236         $1,372        $ 2,178          $ 5,487

Total Assets                                  1,195           1,251          1,941          3,309            7,506
Long Term Debt                                    -               -              -              -              208

Total Liabilities                                28              15            569            617              616
Accumulated earnings (deficit)              (11,276)        (11,207)       (11,066)        (9,742)          (5,492)
Stockholders' equity                          1,167           1,236          1,372          2,693            6,890


</TABLE>

(1) See Note 2 to financial statements for information with respect to the
calculation of share and per share data.



                                       7
<PAGE>



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

     The following discussion contains,  in addition to historical  information,
forward-looking  statements. The forward-looking statements were prepared on the
basis of certain assumptions which relate,  among other things, to the estimated
expenses of the Company.  Even if the  assumptions on which the  projections are
based  prove  accurate  and  appropriate,  the actual  results of the  Company's
operations  in the future may vary  widely from the  forward-looking  statements
including herein.

General

     On February 6, 1998, the Company completed the sale of substantially all of
its assets to Cascade.  The selected financial data for the years ended December
31,  1995  through  December  31,  1998,  have been  restated  under  Accounting
Principles  Board  Opinion  No.  30, as a result of the  execution  of the Asset
Purchase  Agreement and shareholder  approval  obtained on February 5, 1998. The
following  discussion  and  analysis  of  financial  condition  and  results  of
operations should be read in conjunction with the Company's Financial Statements
and the Notes thereto included in this Form 10-K.

Results of Operations

1999 Compared to 1998 - Continuing Operations

     Net loss from  continuing  operations  decreased from a loss of $141,000 or
$0.05  per  share,  to a loss of  $69,000  or $0.02  per share in 1998 and 1999,
respectively. The decreased loss was primarily due to reduced operating expenses
as a result  of the sale of  substantially  all the  assets of the  Company  and
reduction  in the salary of the one  part-time  employee,  which were  partially
offset by  increased  legal  expenses in  connection  with a potential  Business
Combination.

1998 Compared to 1997 - Continuing Operations

     Net loss from  continuing  operations  decreased from a loss of $336,000 or
$0.11  per  share,  to a loss of  $141,000  or $0.05 per share in 1997 and 1998,
respectively. The decreased loss was primarily due to reduced operating expenses
as a result of the sale of substantially all the assets of the Company.

1998 Compared to 1997 - Discontinued Operations

     Net loss on discontinued  operations decreased 100% from a loss of $849,000
or  $0.27  per  share  in 1997 to zero in 1998 as a result  of the  disposal  of
discontinued  operations in February 1998 and the  recognition of a 1998 loss on
disposal of  discontinued  operations of $157,000 in the year ended December 31,
1997.


                                       8
<PAGE>


Liquidity and Capital Resources

     Cash and cash equivalents and short term  investments  decreased by 1% from
$1,251,000 at December 31, 1998 to  $1,192,000 at December 31, 1999,  due to the
loss from continuing operations.

     Since its  inception,  the Company has been  engaged  primarily  in product
development  and has  incurred  operating  losses  resulting  in an  accumulated
deficit of approximately $11.3 million as of December 31, 1999. Operating losses
increased  in 1996 as a result  of the  Company's  efforts  to  develop  a water
filtration  and  purification  device  for the  home  use  market.  The  Company
suspended  its  efforts to  manufacture  and market  this  product,  reduced its
personnel and initiated a cost  containment  program  designed to reduce general
and  administrative  costs,  and conserve its cash reserves.  In April 1997, the
Company  sold the plans,  designs and  technology  associated  with the home use
product and realized net proceeds of approximately  $210,000.  In February 1998,
the Company sold the Outdoor Business,  which  represented  substantially all of
its assets,  to Cascade and realized  proceeds of $1,633,425.  Immediately after
the  closing of the Sale and payment of related and  retained  liabilities,  the
Company's assets were approximately $1.4 million.

     The Company plans to use its cash to pay ongoing general and administrative
expenses,  which are anticipated to be minimal, and to pursue potential Business
Combination  transactions.  Depending  on the size and nature of the entity,  if
any, which may be a candidate for a potential Business Combination,  the Company
may utilize cash, equity,  debt or a combination  thereof to increase the amount
of capital  available for a Business  Combination or to finance the operation of
the acquired business.  Although the Company believes  additional capital may be
required,  the necessity for and the amount and nature of any future  borrowings
or other  financings  by the  Company  will  depend on  numerous  considerations
including the Company's capital  requirements,  its perceived ability to service
such debt and  prevailing  conditions in the  financial  markets and the general
economy.  No assurance can be made that additional  capital will be available on
terms acceptable to the Company.

Item 7A. Qualitative and Quantitative Disclosures about Market Risk

     The Company is not  exposed to market  risk  related to changes in interest
rates. The Company does not use derivative financial instruments.

                                       9
<PAGE>



Item 8. Financial Statements and Supplementary Data



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To SWWT, Inc.:



We have  audited  the  accompanying  balance  sheets  of  SWWT,  INC.  (formerly
SweetWater, Inc.) (a Delaware corporation) as of December 31, 1999 and 1998, and
the related  statements of operations,  stockholders'  equity and cash flows for
each of the three years in the period ended December 31, 1999.  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 audits.

We  conducted  our  audits  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 audits provide 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 SWWT, Inc. as of December 31,
1999 and 1998,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1999,  in  conformity  with
generally accepted accounting principles.




                                                            ARTHUR ANDERSEN LLP


Denver, Colorado,
February 21, 2000, (except with respect to
the matters described in note 8,
as to which the date is April 14, 2000).

                                       10
<PAGE>



                                    SWWT INC.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                                  1999                  1998
<S>   <C>                                                                       <C>                 <C>

      ASSETS

      Cash and cash equivalents                                                 $1,191,670        $  1,251,257
      Prepaids and other current assets                                              3,000                   -
                                                                                 ---------           ---------
                  Total assets                                                  $1,194,670        $  1,251,257
                                                                                 =========           =========

                  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable and accrued liabilities                                   $   27,689        $     15,424
                                                                                   -------              ------
                  Total liabilities                                                 27,689              15,424

COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS' EQUITY:
     Common stock, $.001 par value; 8,000,000 shares authorized; 3,122,254 and
       3,122,254 shares issued and outstanding at December 31, 1999 and 1998,
       after deducting 71,734 and 71,734
       shares held in treasury, respectively                                          3,122              3,122
     Additional paid-in capital                                                  12,440,186         12,440,186
     Accumulated deficit                                                        (11,276,327)       (11,207,475)
                                                                                ------------       ------------
                Total stockholders' equity                                        1,166,981          1,235,833
                                                                                ------------       ------------

                Total liabilities and stockholders' equity                      $ 1,194,670       $   1,251,257
                                                                                ============       ============



</TABLE>


The  accompanying  notes to financial  statements  are an integral part of these
balance sheets.



                                       11
<PAGE>




                                   SWWT, INC.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                                                For the Years Ended December 31,
                                                     --------------------------------------------------------
                                                         1999                 1998                1997
                                                         ----                 ----                ----
<S>                                                       <C>                  <C>             <C>

  NET SALES
                                                     $        -           $       -          $         -
  OPERATING EXPENSES:
    Sales and marketing                                                                            55,910
    Research and development                                                                      236,673
    General and administrative                          127,874             203,918               289,429
                                                     -----------         ------------         ------------

           Total operating expenses                     127,874             203,918               582,012
                                                     -----------         ------------         ------------

  INCOME (LOSS) FROM OPERATIONS                        (127,874)           (203,918)             (582,012)
                                                     -----------         ------------         ------------

  OTHER INCOME (EXPENSE)
    Gain on sale of technology and fixed assets               -                    -              202,497
    Interest income                                      59,022               62,464               46,870
    Interest expense and other                                -                    -               (3,536)
                                                     -----------         ------------         ------------
                                                         59,022               62,464              245,831
                                                     -----------         ------------         ------------

  NET INCOME (LOSS) FROM CONTINUING                     (68,852)            (141,454)            (336,181)
  OPERATIONS

  (LOSS) FROM DISCONTINUED OPERATIONS                         -                    -             (848,872)

  (LOSS) FROM DISPOSAL OF DISCONTINUED
  OPERATIONS, including provision of $50,000 for
  operating losses during period prior to completion
  of sale                                                     -                    -             (156,997)




  NET (LOSS)                                         $  (68,852)         $  (141,454)        $ (1,342,050)
                                                     ===========         ============         ============

  INCOME (LOSS) PER COMMON SHARE-
           BASIC AND DILUTED
           (Loss) from continuing operations         $     (.02)         $     (0.05)        $      (0.11)
           (Loss) from discontinued operations               -                     -                (0.27)
           (Loss) from disposal of discontinued              -                     -                (0.05)
           operations
                                                     -----------         ------------         ------------
           Net (loss)                                $     (.02)         $     (0.05)        $      (0.43)
                                                     ===========         ============         ============

  WEIGHTED AVERAGE SHARES OUTSTANDING                  3,122,254           3,121,726             3,094,330
                                                     ===========         ============         ============

</TABLE>


The  accompanying  notes to financial  statements  are an integral part of these
financial statements.




                                       12
<PAGE>



                                   SWWT, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>


                                                        Common Stock                      Additional
                                                    -------------------      Deferred       Paid-in     Accumulated
                                                    Shares       Amount    Compensation     Capital       Deficit           Total
                                                    ------       ------    ------------   ----------     ----------         -----

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

BALANCES, December 31, 1996                         3,067,382     $3,068   $(12,366)    $12,425,783    $ (9,723,971)   $2,692,514

   Common stock issued to 401(k) Plan                  50,871         50         --          21,594              --        21,644
   Treasury stock purchase from a stockholder, at
     cost                                              (2,335)        (2)        --            (138)             --          (140)
   Unearned balance of deferred compensation               --         --     12,366         (12,366)             --            --
   Net loss                                                --         --         --              --      (1,342,050)   (1,342,050)
                                                     --------      -----     ------       ---------      ----------     ---------

BALANCES, December 31, 1997                         3,115,918      3,116         --      12,434,873     (11,066,021)    1,371,968

   Common stock issued to 401(k) Plan                   6,336          6         --           5,313              --         5,319
   Net loss                                                --         --         --              --        (141,454)     (141,454)
                                                     --------      -----     ------       ---------      ----------     ---------
BALANCES, December 31, 1998                         3,122,254      3,122         --      12,440,186     (11,207,475)    1,235,833


Net Loss                                                   --         --         --              --         (68,852)      (68,852)
                                                     --------      -----     ------       ---------      ----------     ---------
BALANCES, December 31, 1999                         3,122,254     $3,122   $     --     $12,440,186    $(11,276,327)   $1,166,981
                                                    =========      =====    =======      ==========     ============    =========
</TABLE>

The  accompany  notes to  financial  statements  are an  integral  part of these
statements.



                                       13
<PAGE>



                                   SWWT, INC.

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                             For the Years Ended
                                                                                December 31,
                                                               ------------------------------------------------
                                                                     1999             1998             1997
                                                                     ----             ----             ----
<S>                                                                <C>              <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Loss                                                       $(68,852)     $(141,454)      $ (1,342,050)
    Adjustments to reconcile net loss to net cash used in
      operating activities
         Depreciation and amortization                                    -              -            174,783
         Gain on sale of technology and fixed assets                      -              -           (202,497)
         Issuance of treasury stock to 401(k) Plan                        -          5,319             21,644
         Accrued loss for disposal of discontinued
         operations                                                       -       (156,997)           156,997
     Changes in assets and liabilities-
         Prepaids and other current assets                           (3,000)         2,476             48,812
         Accounts payable and accrued liabilities                    12,265       (231,040)          (246,892)
         Accrued salaries and employee benefits                           -       (165,620)            72,638
         Net change in operating assets of discontinued
           operations                                                     -              -            171,294
                                                                    -------       --------         ----------
                Net cash used in operating activities               (59,587)      (687,316)        (1,145,271)
                                                                    -------       --------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of fixed assets related to discontinued
        operations                                                        -              -            (36,183)
     Proceeds from sale of technology                                     -              -            229,074
     Proceeds from sales of short-term investments                        -              -            440,659
     Proceeds from sale of assets, net of costs                           -        970,497                  -
                                                                    -------       --------         ----------
           Net cash provided by investing, activities              $      -      $ 970,497       $    633,550
                                                                    -------       --------         ----------
</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.



                                       14
<PAGE>



                                   SWWT, INC.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                               For the Years Ended
                                                                                   December 31,
                                                              -------------------------------------------------------
                                                                  1999                   1998              1997
                                                            -------------   -----------------   ----------------
<S>                                                        <C>                  <C>                 <C>

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repurchase of common stock                              $          -       $            -      $        (140)
                                                            -------------          ---------------   --------------
         Net cash used in financing activities                         -                    -               (140)
                                                            -------------          ---------------   --------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS             (59,587)             283,181           (511,861)
CASH AND CASH EQUIVALENTS, beginning of period                 1,251,257              968,076          1,479,937
                                                            -------------
                                                                                   ---------------   --------------
CASH AND CASH EQUIVALENTS, end of period                      $1,191,670           $ 1,251,257     $    968,076
                                                            =============          ===============   ==============

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
     FINANCING ACTIVITIES:
     Cash paid for interest                                  $         -           $           -   $       3,536
                                                            =============
                                                                                    ==============   ==============
     Unearned balance of deferred compensation plan          $                     $               $     12,366
                                                            =============           ===============   =============

</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

<PAGE>


                                       15

                                   SWWT, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 1999


(1)      BUSINESS, DISCONTINUED OPERATIONS AND CONTINUING OPERATIONS
         -----------------------------------------------------------

         Business

SWWT, Inc., formerly known as SweetWater, Inc. (the "Company"), specialized in
the development, marketing and sale of water filtration and purification devices
and technologies to address health concerns resulting from the microbiological
contamination of drinking water. The Company's products had been principally
marketed to outdoor supply retailers across the United States. A significant
portion of the Company's revenues were derived from sales to one national
outdoor supply retailer.

Since its inception, the Company had incurred significant operating losses and
cash flow deficits. Operating losses increased in 1996, as a result of the
Company's efforts to develop a water filtration and purification device for the
home use market. During 1996, the Company actively pursued the establishment of
a joint strategic alliance to manufacture and market the home use product;
however, the Company was not successful in locating an industry partner to
manufacture and market this potential product. Accordingly, the Company
suspended its efforts to manufacture and market this product, sold the plans,
designs and technology associated therewith in April 1997 and realized net
proceeds of approximately $210,000.

During 1997, the Company reduced its personnel, discontinued its research and
development efforts and initiated a cost containment program designed to reduce
general and administrative costs, conserve its cash reserves and enable the
Company to concentrate its resources on the manufacture and sale of its portable
water filtration and purification products (the "Outdoor Business").

         Discontinued Operations

On October 21, 1997, the Company and Cascade Design, Inc. ("Cascade") executed
an Asset Purchase Agreement (the "Sale Agreement") pursuant to which the Company
agreed to sell substantially all the operations and operating assets of the
Company related to the manufacture and distribution of portable water filtration
and purification products for outdoor use, to Cascade (the "Sale Transaction"),
for cash. The Sale Transaction was approved by the shareholders of the Company
on February 5, 1998, and closing of the sale occurred on February 6, 1998. Upon
closing, the Company changed its name to SWWT, Inc.




                                       16
<PAGE>

In May 1997, the Company and Eric M. Reynolds (President, Chief Executive
Officer and a director of the Company), Patrick E. Thomas (Vice President and
Chief Financial Officer of the Company), and Jerry L. Cogdill (Chief of
Operations for the Company) (collectively, "Management"), entered into an
agreement (the "Management Agreement") pursuant to which Management agreed to
remain with the Company through January 31, 1998, in exchange for certain
performance bonuses and a right of first refusal to purchase the Outdoor
Business under certain conditions. Since the Company entered into the Sale
Agreement, the right of first refusal did not occur. Management received a
bonus, based on the price paid by Cascade, of approximately $523,000, of which
approximately $114,000 was earned and accrued at December 31, 1997, and the
remainder is factored into the "accrued loss for disposal of discontinued
operations."

The Company had net sales for the year ended 1997 of approximately $1,638,000.

         Continuing Operations

Immediately after closing the Sale Transaction and paying related and retained
liabilities, the Company's assets were limited to approximately $1.4 million in
cash and cash equivalents. The Company has no further operating business and its
management and administrative staff have been reduced to a minimum required to
maintain and to fulfill its reporting obligations. The Board of Directors is
exploring opportunities to effect an acquisition, whether by merger, exchange or
issuance of capital stock, acquisition of assets or other similar business
combination, with a privately-held business.

In the statements of operations for the year ended December 31, 1997, the
financial statement balances for sales and marketing and research and
development represent the operating expenses incurred to develop the home use
water purification technology which was sold in the second quarter of 1997.

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation

The balance sheet as of December 31, 1999 and 1998, and the statements of
operations for the three years ending December 31, 1999, have been restated
under Accounting Principles Board Opinion No. 30 as a result of the execution of
the Sale Agreement and shareholder approval obtained on February 5, 1998.

         Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all cash and
highly liquid investments with an original maturity of three months or less to
be cash equivalents. As of December 31, 1999 and 1998, the Company's cash and
cash equivalents consisted of demand deposits, and money market accounts in
banks and other financial institutions and governmental securities with
maturities less than 90 days, which approximated market value.



                                       17
<PAGE>

         Income Taxes

The Company accounts for income taxes according to the provisions of Statement
of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS No.
109). SFAS No. 109 requires recognition of deferred income tax assets and
liabilities for the expected future income tax consequences of temporary
differences between the financial reporting and tax bases of assets and
liabilities and carryforwards. Such deferred income tax assets and liabilities
are based on enacted tax laws. SFAS No. 109 requires recognition of deferred tax
assets for the expected future effects of all deductible temporary differences,
loss carryforwards and tax credit carryforwards. Deferred tax assets are then
reduced, if deemed necessary, by a valuation allowance for the amount of any tax
benefits which, more likely than not, based on current circumstances, are not
expected to be realized (Note 5).

         Treasury Stock

Treasury stock purchases are accounted for at cost, and are reflected as a
reduction of common stock and additional paid-in capital in the accompanying
balance sheets.

         Comprehensive Income

The Company adopted the provisions of Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No.
130 establishes standards for reporting and display of comprehensive income and
its components in a full set of general purpose financial statements. For each
period presented there are no differences between Net Income (Loss) and
Comprehensive Income (Loss).

         Basic and Diluted Loss per Common Share

Loss per common share and common equivalent share for each period presented is
computed using the sum of the weighted average number of shares of common stock
outstanding. Fully diluted shares that would result from the exercise of common
stock options would be anti-dilutive and thus are not presented.

         Use of Estimates in the Preparation of Financial Statements

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

                                       18
<PAGE>



(3)      STOCKHOLDERS EQUITY

         Private Placement Offering

In November 1995, the Company completed a private placement of its common stock.
In connection with the offering, 1,335,078 shares of common stock were sold at a
price of $4 per share, providing net proceeds to the Company of approximately
$5,267,100. This included the conversion of a $1,500,000 Convertible
Subordinated Promissory Note issued in September 1995 to an existing shareholder
of the Company and accrued interest of $15,308 at $4 per share of common stock.

Preferred Stock

The Company is authorized to issue 6,462,500 shares of $.001 par value,
preferred stock. Shares of preferred stock may be issued from time to time in
one or more series, with the rights and powers of each series set by the Board
of Directors.

(4)      STOCK OPTIONS AND WARRANT

In February 1998, the Company granted to each member of the Board of Directors
an option entitling them to purchase 60,000 shares of Common Stock at an
exercise price of $1.3125 per share, which option is not exercisable until
February 5, 2000.

No stock options were granted during 1999 by the Company. In addition, no stock
options were exercised or canceled during 1999.

No stock options were exercised subsequent to year end.





                                       19
<PAGE>


                                  Number of Shares
                                  -----------------
                                 Officers     Employees
                                    and          and         Per Share
                                 Directors      Others     Exercise Price
                                 ---------      -------    -------------


Balance, December 31, 1996          500,917     136,150    $ .47-$8.125

       Granted                       25,000         500    $ .50-$4.00
       Exercised                          -           -               -
       Canceled                     (42,667)   (105,561)   $ 47-$8.125
                                   --------    --------    ------------

Balance, December 31, 1997          483,250      31,089    $ .50-$8.125
       Granted                      360,000           -    $     1.3125
       Exercised                          -           -               -
       Canceled                    (483,250)    (31,089)   $ .50-$8.125
                                   --------    --------    ------------

Balance, December 31, 1998          360,000           -    $     1.3125
       Granted                            -           -               -
       Exercised                          -           -               -
       Canceled                           -           -               -

Balance, December 31, 1999          360,000           -    $     1.3125
                                   ========    ========    ============


Exercisable at December 31, 1999          -           -               -
                                   ========    ========    ============



The Company accounts for its stock-based compensation plan and non-plan options
under APB No. 25, under which no compensation expense is recognized for options
granted with an exercise price equal to the fair value of the Company's common
stock on the date of grant. The Company adopted Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation," ("SFAS
No. 123") for disclosure purposes. For SFAS No. 123 purposes, the fair value of
each option grant and stock purchase right has been estimated as of the date of
grant using the Black-Scholes option pricing model with the following weighted
average assumptions:

                                                    Year Ended December 31,
                                                    ----------------------
                                                1998                  1997
                                                ----                  ----
     Risk-free interest rate                     5.41%                5.36%
     Dividend rate                               0%                   0%
     Expected volatility                        18.95%              116.26%
     Expected Life                               3.0 years            3.0 years



                                                    20
<PAGE>

Using these assumptions, the fair value of the stock options granted in 1998 and
1997 was approximately $0 or $0 per option and $9,401 or $0.37 per option,
respectively, which would be amortized as compensation expense over the vesting
period of the options. Had compensation cost been determined consistent with
SFAS No. 123, utilizing the assumptions detailed above, the Company's net loss
and earnings per share would have been reduced to the following pro forma
amounts (in thousands, except per share data).

                                     Year Ended December 31,
                                 ---------------------------
                               1999        1998        1997
                               ----       ----         ----
Net loss:
    As reported              $  (69)   $  (141)   $  (1,342)
    Pro forma                $  (69)   $  (141)   $  (1,607)
Net loss per common share:
    As reported              $(0.02)   $ (0.05)   $   (0.43)
    Pro forma                $(0.02)   $ (0.05)   $   (0.52)


In September 1995, the Company issued a warrant for the purchase of 88,435
shares of common stock in connection with the issuance of the $1,500,000
Convertible Promissory Note.

(5)      INCOME TAXES
          -----------

As of December 31, 1999 and 1998, the Company had net operating loss ("NOL")
carryforwards for tax purposes of approximately $9,800,000 and $9,700,000,
respectively. Based on an effective tax rate of 38%, the Company's related
deferred tax assets were approximately $3,700,000 and $3,700,000 as of December
31, 1999 and 1998, respectively. The NOL carryovers expire from the year 2006
through the year 2019. The NOL carryover provisions apply for 20 years to all
losses incurred in 1999 and subsequent years. The Tax Reform Act of 1986
contains provisions which may limit the net operating loss and credit carryovers
available to be used in any given year upon the occurrence of certain events,
including significant changes in ownership interests.

The Company has determined that approximately $3,700,000 and $3,700,000 of net
deferred tax assets as of December 31, 1999 and 1998, respectively, do not
satisfy the realization criteria set forth in SFAS No. 109. Recognition of these
benefits requires future taxable income, the attainment of which is uncertain.
Accordingly, a valuation allowance has been recorded to fully offset these net
deferred tax assets.

(6)      401(K) PROFIT SHARING PLAN AND TRUST

Pursuant to the Company's 401(k) Profit Sharing Plan and Trust (the "401(k)
Plan"), which was established effective January 1, 1995, the Company agreed to
contribute matching contributions in the form of Company common stock at the
rate of 50% of the first 8% of employee salary deferral. Under the 401(k) Plan,
the Company could also


                                                    21
<PAGE>


elect to make discretionary contributions. Employees vested in Company
contributions over six years of service with the Company. Forfeitures of the
unvested portion were allocated to the remaining employees in the plan
proportionately, based upon current year compensation. During 1998, and 1997, 0,
and 5,726 respectively, shares of common stock were issued to the 401(k) plan.
The plan was terminated in February 1998.

(7)      COMMITMENTS AND CONTINGENCIES

The Company's present Corporate headquarters is 3492 West 109th Circle,
Westminster, Colorado 80030. No rental expense is presently being incurred by
the Company.

The Company retained all liabilities related to its operations prior to the
closing of the Sale Transaction, with the exception of product warranty
liabilities, which were assumed by Cascade. The liabilities retained by the
Company include, among others, product liabilities and any environmental
liabilities arising out of the Company's operations prior to the Sale or its
prior leases of facilities. The Company has product and general liability
insurance on an occurrence basis which provides up to $11 million in coverage
for occurrences up to the date of the Sale Transaction and $1 million for
occurrence after the date of the Sale Transaction. The Company has not incurred
any product liabilities since its inception.

(8)      SUBSEQUENT EVENT

         Merger With E-Newco, Inc.

On April 14, 2000, the Company and its newly-formed, wholly owned
subsidiary, ENWC Acquisition, Inc., a Delaware corporation ("ENWC"), entered
into a merger agreement (the "Merger Agreement") with E-Newco, Inc., a Delaware
corporation ("E-Newco"). The Merger Agreement provides for the Company to issue
757,772 shares of its newly designated Series B convertible preferred stock (the
'Series B Preferred Stock"), to the stockholders of E-Newco in exchange for
their shares of ENewco common stock. E-Newco will then merge with ENWC (the
"Merger") and become a wholly owned subsidiary of the Company. E-Newco is a
newly-formed holding company that will fund early-stage Internet properties and
acquire existing companies focused on media, music, entertainment, and consumer
applications. The terms of the Series B Preferred Stock provide for automatic
conversion into an aggregate of 75,777,162 shares of Common Stock following the
approval by the stockholders of the Company of the requisite increase to the
amount of authorized Common Stock and the receipt by the Company of additional
equity financing of at least $15.0 million. The holders of the Series B
Preferred Stock will vote with the holders of the Common Stock on an as
converted basis and will possess approximately 95.5% of the voting power
outstanding after the Merger. Upon completion of these transactions, but without
giving effect of the receipt of the additional equity financing, the Company
will have outstanding approximately 79,347,851 shares of Common Stock, on an as
converted and fully diluted basis, of which the current stockholders of E-Newco
will own approximately 95.5%.

If the Company does not receive additional equity financing of at least
$15.0 million within 180 days of the consummation of the transactions
contemplated by the Merger Agreement, the holders of the Common Stock may elect
to cause the Company to redeem the outstanding shares of Series B Preferred
Stock at a redemption price equal to a pro-rata portion of the Company's cash
balance, if any, at the date of redemption.

The Company is expected to pay a one-time cash dividend to its
pre-Merger stockholders in an amount equal to the cash on the Company' s balance
sheet immediately prior to the effective time of the Merger less expenses
related to the Merger and the settlement of certain claims as described below.

         Claim and Settlement

On March 28, 2000, the Company received a communication making certain
claims with respect to a prior transaction. On April 13, 2000, the Company
entered into an agreement to settle such claims. Under the agreement, the
Company, without admitting liability, will make a one-time payment to the
claimant of $250,000, will reimburse related expenses of the claimant up to
$50,000 and will receive an unconditional release from the claimant. The
payments will be made prior to the closing of the Merger, and are a condition
precedent to the consummation of the Merger.



                                       22
<PAGE>



Item 9. Changes in and Disagreements with Accountants on Accounting and
     Financial Disclosure

There have been no disagreements with the Company and its independent
accountants on any matter of accounting principles or practice or financial
statement disclosure during 1999 or 1998.




                                       23
<PAGE>



                                    PART III

Item 10.   Directors and Executive Officers of the Registrant

         The following table sets forth certain information regarding the
directors and the executive officer of the Company:

Name                     Position With the Company     Age       Director Since
----                     -------------------------     ---       --------------


Peter W. Gilson          Chairman of the Board         60        1993
Thomas Barnds            Director                      31        1998
Clarke H. Bailey         Director                      45        1998
Thomas A. Barron         Director                      48        1993
Blair W. Effron          Director                      37        1995
Randall A. Hack          Director                      52        1995
Patrick E. Thomas        Chief Executive Officer       45        N/A




     Peter W. Gilson has served as a director of the Company since June 1993 and
as Chairman of the Board since February 1998. Mr. Gilson served as President and
Chief Executive Officer of Physician Support Systems, Inc. a company
specializing in the management of physician and hospital practices, from 1991
through December 1997. From 1989 to the present, Mr. Gilson has also served as
Chief Executive Officer of the Warrington Group, Inc., a manufacturer of safety
products which was previously a division of The Timberland Company. From 1987 to
1988, he served as Chief Operating Officer of The Timberland Company, a
manufacturer of footwear and outdoor clothing. From 1978 to 1986, he served as
President of the Gortex Fabrics Division of W. L. Gore Associates. Mr. Gilson is
a director and Chairman of Swiss Army Brands, Inc. and a director of Glenayre
Technologies, Inc. and of New Hope Foundation.

     Thomas C. Barnds has served as a director of the Company since February
1998. Since October 1998, Mr. Barnds has served as a Managing Director at Nassau
Capital L.L.C., which manages a $2 billion portfolio of investments in private
companies and assets on behalf of Princeton University's endowment. From August
1996 to October 1998, Mr. Barnds served as an Associate at Nassau Capital L.L.C.
Prior to joining Nassau Capital, Mr. Barnds was the manager of new business
development for McGaw, Inc., a healthcare company, and a financial analyst at
Alex. Brown & Sons, an investment banking firm. Mr. Barnds received a B.A. from
Princeton University in 1990 and an M.B.A. from Stanford University in 1996.

     Clarke H. Bailey has served as a director of the Company since February
1998. Mr. Bailey has served as Chairman, Chief Executive Officer and a director
of National Fulfillment, Inc., a leading provider of literature fulfillment and
other marketing services, since January 1999. Since February 1995, Mr. Bailey
has served as Co-Chairman of the Board and a director of Hudson River Capital
LLC, a private equity firm specializing in middle market acquisitions,
recapitalizations and expansion capital investments. Mr. Bailey has served as
Chairman of Glenayre Technologies, Inc., a paging and messaging infrastructure
technology firm, since October 1, 1999 and served as Chief Executive Officer and
a director of Glenayre from December 1990 until March 1994 and as its Vice
Chairman of the Board from November 1992 to July 1996. Mr. Bailey also served as
Chairman, Chief Executive Officer and a director of Arcus Technology Services,
Inc., the leading national provider of secure off-site computer data storage and
related disaster recovery services as well as information technology staffing
solutions, from February 1995 until its merger with Iron Mountain Incorporated
in January 1998. Mr. Bailey is also a


                                       24
<PAGE>

director of Swiss Army Brands, Inc., Iron Mountain Incorporated and Connectivity
Technologies, Inc.

     Thomas A. Barron has served as a director of the Company since June 1993.
From November 1995 until February 1998, he served as Chairman of the Board of
the Company. Mr. Barron is an author and has been Chairman of Evergreen
Management Corp., a private investment firm, since January 1990. From November
1983 through November 1989, Mr. Barron was President, Chief Operating Officer
and a director of The Prospect Group, Inc., a publicly held New York based
holding company that conducted its major operations through subsidiaries and
affiliates engaged in the railroads and specialized consumer products
industries. Prior to that he served as a general partner of Sierra Ventures, a
venture capital limited partnership. Mr. Barron also serves as a director of
Swiss Army Brands, Inc. Mr. Barron, a Rhodes Scholar, has served as a Trustee of
Princeton University, and on national and regional boards of The Wilderness
Society and The Nature Conservancy.

     Blair W. Effron has served as a director of the Company since November
1995. Mr. Effron joined Dillon Read & Co., Inc., a New York based investment
bank now known as SBC Warburg Dillon Read, in 1987 and currently serves as a
Managing Director. Since 1993, Mr. Effron has been head of the firm's consumer
products group, where he has responsibility for several clients including
Anheuser-Busch Companies, Inc., General Mills, Inc., H. J. Heinz Company, and
Playtex Products Inc. Mr. Effron also heads the Financial Sponsor Group. Mr.
Effron has been a founding investor in several consumer products related
enterprises including USA Detergents, Inc. and American Value Brands, Inc. a
processor and marketer of value brand food products for mass merchandisers. Mr.
Effron received a B.A. from Princeton University in 1984 and an M.B.A. from
Columbia University in 1987.

     Randall A. Hack has served as a director of the Company since November
1995. Since January 1995, Mr. Hack has served as a senior managing director of
Nassau Capital L.L.C., an investment firm which he founded. Nassau Capital
manages a $2 billion portfolio of investments in private companies and real
estate assets on behalf of Princeton University's endowment. From 1990 to
January 1995, Mr. Hack served as President and Chief Executive Officer of the
Princeton University Investment Company, which has overall management
responsibility for Princeton's $5.5 billion endowment fund. From 1988 to 1990,
Mr. Hack was the President and Chief Executive Officer of Capstone Equities,
Inc. and, from 1979 to 1988, President and Chief Executive Officer of Matrix
Development Company, a commercial and industrial real estate development firm in
New Jersey, which he founded. Mr. Hack received a B.A. degree summa cum laude
from Princeton University in 1969 and an M.B.A. from Harvard University in 1972.
He serves as a Director of Crown Castle International Corporation and
Cornerstone Properties, Inc.

     Patrick E. Thomas, CPA has served as President and Chief Executive Officer
of the Company since February 1998 and as Vice President and Chief Financial
Officer since November 1994. Mr. Thomas has served as President and Managing
Member of Total Beverage LLC, a private limited liability company specializing
in retail beverage sales, since April 1998. Mr. Thomas has served as Chief
Financial Officer and Chief Operating Officer of Draco Systems, Inc. since
February 1998. Mr. Thomas was Chief Financial Officer for Bird Medical
Technologies, Inc., a $50 million publicly traded medical products manufacturer
from 1990 to 1993. From 1993 to 1994 he held positions as Vice President of
Finance for Head Sports USA, Inc. a $50 million sporting goods manufacturer and
distributor, and then Chief Accounting Officer and Controller for Synergen,
Inc., a 600 employee publicly traded biotechnology pharmaceutical development
company. Mr. Thomas also served as Chief Financial Officer and Director for
LIFECARE



                                       25
<PAGE>

International, Inc., a privately owned $20 million international medical
products manufacturer from 1984 to 1990. Mr. Thomas received his B.S. in
Accounting from University of Illinois in 1976. Mr. Thomas is a director of
Great Trango Holdings, Co., MT Ideas, LLC, and MacroSystems Digital Video, AG.

     Directors of the Company are elected annually to serve until the next
annual meeting of shareholders or until their successors are duly elected.
Hudson River Capital LLC and Nassau Capital Partners L.P. each have the right to
nominate one person to serve on the Company's Board of Directors, and the
Company has agreed to use its best efforts to secure the election of each such
nominee to the Board of Directors. Clarke H. Bailey and Randall A. Hack were
nominated by Hudson River Capital LLC and Nassau Capital Partners, L.P.,
respectively, pursuant to such arrangements. The Company knows of no other
arrangements or understandings between a director or nominee and any other
person pursuant to which he has been selected as a director or nominee. There
are no family relationships between any of the directors or the executive
officer of the Company. The Company's only executive officer serves at the
discretion of the Board of Directors.


Item 11.   Executive Compensation

     The following table sets forth certain information regarding compensation
paid by the Company to its Chief Executive Officers for the years ended December
31, 1999, 1998 and 1997 and to the additional executive officers who received in
excess of $100,000 in compensation for 1999:

<TABLE>
<CAPTION>

                                                                    Long Term Compensation
                                   -----------------------------------------------------------------------------------------
                                           Annual Compensation                   Awards                    Payouts
                                   ------------------------------------    --------------------    -------------------------
                                                              Other
                                                             Annual        Restricted                LTIP       All other
                                                             Compen-         Stock    Options/     Payouts    compensation
Name & Principal Position   Year   Salary ($)  Bonus ($)   sation ($)      Award ($)  SARs ($)        ($)        ($)(1)
-------------------------   ----   ----------  ---------   ----------      ---------  --------        ---        ------
<S>                         <C>    <C>         <C>         <C>              <C>        <C>          <C>           <C>


PATRICK E. THOMAS           1999    $36,000       -0-          -0-            -0-       -0-           -0-          -0-
Chief Executive Officer     1998   $116,924(2) $136,188(3)     -0-            -0-       -0-           -0-        $1,053
since February 1998; Vice   1997    $85,000    $38,000(3)      -0-            -0-       -0-           -0-        $3,400
President - Finance prior
thereto

</TABLE>

     (1)  Represents the Company's Contribution to the executive officer's
          401(k) account.

     (2)  Amounts reported for 1998 salary include three months of severance
          plus accrued vacation pay and $64,000, or $6,000 per month, paid to
          Mr. Thomas in his capacity as President and Chief Executive Officer.

     (3)  Represents the balance of the performance bonus earned under the terms
          of the Management Agreement. This bonus, together with the 1997
          accrued bonus of $38,000, which was also paid under the terms of the
          Management Agreement, was paid to the executive officer in February
          1998.

Option/SAR Grants in Last Fiscal Year; Aggregated Option/SAR Exercises in Last
Fiscal Year and Fiscal Year-End Option/SAR Values


     As of the end of the Company's 1999 fiscal year, there were no outstanding
stock options held by the Company's executive officer. No stock options were
held by, granted to, or exercised by, the executive officer in 1999.

                                       26
<PAGE>

SWWT, Inc. Profit Sharing Plan and Trust

     Pursuant to the SweetWater, Inc. 401(k) Profit Sharing Plan and Trust (the
"401(k) Plan"), which was established effective January 1, 1995, the Company
contributed matching contributions in the form of Company common stock at the
rate of 50% of the first 8% of employee salary deferral. Under the 401(k) Plan,
the Company could also elect to make discretionary contributions. Employees
vested in Company contributions over six years of service with the Company.
Forfeitures of the unvested portion were allocated to the remaining employees in
the plan proportionately based upon current year compensation. The Company
terminated the 401(k) Plan in 1998.

Director's Compensation Fees

     In 1999 and 1998, Directors of the Company did not receive fees for
attending board meetings or committee meetings. Directors were reimbursed for
their out-of-pocket expenses, including travel, incurred in the performance of
their duties as directors. As a result of the Sale to Cascade, all outstanding
stock options, including options issued to directors of the Company, expired on
February 6, 1998. In February 1998, the Board granted each of Messrs. Bailey,
Barnds, Barron, Effron, Gilson and Hack an option entitling them to purchase
60,000 shares of Common Stock at an exercise price of $1.3125 per share, which
option is fully vested and became exercisable on February 5, 2000.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

     The following tables sets forth information regarding the beneficial
ownership of the Company's Common Stock as of April 11, 2000 by (i) each person
who is known by the Company to own beneficially more than 5% of the Company's
Common Stock, (ii) each director and the executive officer of the Company, and
(iii) all directors and the executive officer as a group. Except as otherwise
noted, the Company knows of no agreements among its shareholders which relate to
voting or investment power over its Common Stock.




                                       27
<PAGE>





       Beneficial Owner                            Shares Beneficially Owned(1)
                                               --------------------------------
                                                       Number          Percent
       Directors:
          Clarke H. Bailey                             88,000           2.8%
          Thomas Barnds                               681,845(2)       21.4%
          Thomas A. Barron                             94,583           3.0%
          Blair W. Effron                              78,750           2.5%
          Peter W. Gilson                              67,792           2.1%
          Randall A. Hack                             695,799(3)       21.9%
       Executive Officer                               12,942            *
       Executive officer & directors as a
       group (includes 7 persons)
                                                    1,098,113          31.5%
       Other 5% Shareholders:
       Nassau Capital Partners L.P.                   621,598          19.9%
       22 Chambers Street
       Princeton, NJ  08542

       Equities Enterprises, Inc.                     609,150(4)       19.5%
       160 Madison Avenue
       Third Floor
       New York, New York  10016

       Hudson River Capital LLC                       420,536(5)       13.1%
       667 Madison Avenue
       Suite 2500
       New York, NY  10021

       Charles Elsener                               197,500            6.3%
       CH-6438
       Ibach, Switzerland

         * Less than 1%

(1)  Unless otherwise indicated, the persons named in the table have sole voting
     and investment power with respect to all shares shown as beneficially owned
     by them, subject to community property laws where applicable. With respect
     to information regarding 5% shareholders, the Company has relied on
     information provided in publicly-filed documents and, in certain cases, on
     supplementary information provided by the shareholder. The number of shares
     listed for each director includes 60,000 shares issuable upon exercise of a
     stock option granted to such director.

(2)  Includes 621,598 shares held by Nassau Capital Partners L.P. and 247 shares
     which represent Mr. Barnds' interest in shares directly or indirectly held
     by NAS Partners I L.L.C., a limited liability company in which he is a
     member. Mr. Barnds is an employee of Nassau Capital L.L.C., which serves as
     the sole general partner of Nassau Capital Partners L.P. Mr. Barnds
     disclaims beneficial ownership of shares held by Nassau Capital Partners
     L.P.

(3)  Includes 621,598 shares held by Nassau Capital Partners L.P. and 1,701
     shares which represent Mr. Hack's interest in shares held directly or
     indirectly by NAS Partners I L.L.C., a limited liability company in which
     he is a member. Mr. Hack is one of four members of Nassau Capital L.L.C.
     which serves as the sole general partner of Nassau Capital Partners, L.P.
     Mr. Hack disclaims beneficial ownership of shares held by Nassau Capital
     Partners L.P.

(4)  Shares are held by Equities Holdings LLC, a wholly-owned subsidiary of
     Equities Enterprises, Inc.

(5)  Includes 79,591 shares issuable upon exercise of a common stock purchase
     warrant.



                                       28
<PAGE>




Item 13.   Certain Relationships and Related Transactions

     None.





                                       29
<PAGE>



                                     PART IV

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K



a)       Documents filed as part of this Report:
         ---------------------------------------

         Financial Statements and Financial Statement Schedules to be filed
         hereunder are contained in Item 8.

         All other financial statement schedules are omitted because they are
         not required, are inapplicable or the information has been included
         elsewhere in the financial statements or notes thereto.

b)       Reports on Form 8-K:
         --------------------
         No reports on Form 8-K were filed in the fourth quarter of fiscal 1999.

c)       Exhibits:
         ---------
         Reference is made to the accompanying Index of Exhibits.




                                       30
<PAGE>



                                     PART V

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.

                                    SWWT, Inc.
                                    (Registrant)


                                    /s/ Patrick E. Thomas
                                    -------------------------------------
                                    Patrick E. Thomas
                                    President and Chief Executive Officer

                                    Date:    April 14, 2000




                                       31
<PAGE>



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

/s/ Patrick E. Thomas                                     April 14, 2000
------------------------------------
Patrick E. Thomas
Chief Executive Officer, President,
Chief Financial Officer
(Principal Financial Officer)


/s/ Clarke H. Bailey                                      April 14, 2000
------------------------------------
Clarke H. Bailey
Director


/s/ Thomas Barnds                                         April 14, 2000
------------------------------------
Thomas Barnds
Director


/s/ Thomas A. Barron                                      April 14, 2000
------------------------------------
Thomas A. Barron
Director


/s/ Blair W. Effron                                       April 14, 2000
------------------------------------
Blair W. Effron
Director


/s/ Peter Gilson                                          April 14, 2000
------------------------------------
Peter Gilson
Chairman of the Board
Director


/s/ Randall A. Hack                                       April 14, 2000
------------------------------------
Randall A. Hack
Director





                                       32
<PAGE>



                                INDEX OF EXHIBITS
<TABLE>
<CAPTION>

No.           Exhibit Document                                                              Exhibit No.
---           ----------------                                                              -----------
<S>           <C>                                                                            <C>

(2.1)         Agreement and Plan of Merger dated as of April 14, 2000 among
              E-Newco, Inc., a Delaware corporation, the Company, and ENWC
              Acquisition, Inc., a Delaware corporation and wholly owned
              subsidiary of the Company                                                        2.1
(3)           Articles of Incorporation and by-laws
              (A)  Certificate of Incorporation, as amended (6)
              (B)  By-laws (1)
(3.1)         Certificate of Designations of Series B Preferred Stock, par value
              $.001 per share                                                                   3.1
(4)           Instruments defining the rights of security holders, including
              indentures
              (A)  Excerpts from the Certificate of Incorporation, as amended (6)
              (B)  Excerpts from the By-laws (1)
              (C)  Specimen stock certificate (2)
(10)          Material Contracts
              (a)  Form of Stock Purchase Agreement by and between the Company
                   and The Forschner Group, Inc. (now known as Swiss Army
                   Brands, Inc.) (1)
              (b)  Form of Stock Purchase Agreement by and between the Company
                   and certain purchasers of Series A Preferred Stock (1)
              (c)  1993 Stock Option Plan, as amended (2,5)
              (d)  Note and Warrant Agreement dated September 26, 1995 (3)
              (e)  Common Stock Purchase Warrant issued to Forschner
                   Enterprises, Inc. (now known as Hudson River Capital LLC) (3)
              (f)  Subscription Agreement by and between the Company and Nassau
                   Capital Partners in connection with the 1995
                   private placement of shares of Common Stock (4)
              (g)  Form of Subscription Agreement executed by the Company and
                   certain investors in connection with the 1995 private
                   placement of shares of Common Stock (4)
              (h)  Form of Director's Stock Option Agreement
              (i)  Asset Purchase Agreement dated as of October 21, 1997 (the
                   "Asset Purchase Agreement") by and between SweetWater, Inc.,
                   a Delaware corporation, and Cascade Designs, Inc., a
                   Washington corporation ("Purchaser"). (A list of exhibits and
                   schedules to the Purchase Agreement is attached thereto. The
                   Registrant agrees to furnish to the Commission
                   supplementally, upon request, a copy of any such exhibits or
                   schedules not otherwise filed herewith.) (7)
(23)          Consent of experts and counsel                                                   23
(27)          Financial Data Schedule                                                          27
(99.1)        News Release, dated April 14, 2000                                               99


</TABLE>

    (1)   These exhibits were filed as exhibits to the Company's Registration
          Statement on Form S-1, Registration No. 33-71036, as filed on October
          29, 1993, and are incorporated herein by reference.

    (2)   These exhibits were filed as exhibits to Amendment No. 1 to the
          Company's Registration Statement on Form S-1, Registration No.
          33-71036, as filed on December 13, 1993, and are incorporated herein
          by reference.

    (3)   These exhibits were filed as exhibits to the Company's Form 8-K as
          filed on October 2, 1995, and are incorporated herein by reference.

                                       33
<PAGE>

    (4)   These exhibits were filed as exhibits to the Company's Form 10-K for
          the year ended December 31, 1995, as filed in March 29, 1996, and are
          incorporated herein by reference.

    (5)   Constitutes a "management contract or compensatory plan or
          arrangement" required to be filed pursuant to Item 14 (c) of the Form
          10-K.

    (6)   These exhibits were filed as exhibits to the Company's Form 10-K, as
          filed on March 31, 1998, and are incorporated herein by reference.

    (7)   This exhibit was filed as an exhibit to the Company's Form 8-K as
          filed on February 19,1998, and is incorporated herein by reference



                                       34