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Pacific Webworks Inc. (PWEB)

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Last Post: 12/13/2017 9:16:20 AM - Followers: 96 - Board type: Free - Posts Today: 4

PWEB 150m AS 149m OS with 100m now a control block acquired by new ceo Mr Daniel Masters.
First 10k in over a year December 7th 2017. Catching up on FULLY REPORTING STATUS and filings for REVERSE MERGER PURPOSES!

Mr Masters Bio:

Daniel Masters , age 72, has been President and a Director of the Company since June 2017. He is also an attorney practicing business law with an emphasis on corporate reorganizations. He has served on the Boards of Directors of Pacific Media Group Enterprises, Inc. (from 2014 to 2017), BIM Homes, Inc. (from 2014 to 2016), (2010 to 2015), Golden Edge Entertainment, Inc. (from 2010 to 2015), and MedBook World, Inc. (from 2010 to 2015). Before establishing his current law practice in 2002, Mr. Masters served as an independent investment banker and corporate finance consultant from 1990 to 2002. Between 1978 and 1989 he worked as an investment banker with L.F. Thompson & Co. and with Capital Technology Group; as Vice President for Finance with the Trilon Group; and as President of Golden Gate Capital. Prior to 1978 Mr. Masters held positions as a legislative aid on the staff of the U.S. Congress and as executive assistant to the President of the University of California. Mr. Masters received his Bachelor of Arts Degree (A.B.) from Harvard University and a Juris Doctorate (J.D.) from Thomas Jefferson School of Law.

The Company’s sole officer and director has determined to seek a merger or an acquisition with a larger, better capitalized entity that will benefit current shareholders

The Company’s sole officer and director believes that a potential merger or acquisition target will be a business which seeks the benefits of our shareholder base or status as a reporting issuer. The Company’s sole officer and director will not restrict its search to any specific industry or geographic location. The Company’s sole officer and director anticipates that the Company may be able to participate in only one potential business venture because a business partner might require exclusivity. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.

We may seek a business opportunity with entities which have recently commenced operations, or which wish to expand into new products or markets, to develop a new product, or to utilize the public marketplace in order to raise additional capital. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our discretion to search for and enter into potential business opportunities.

We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky due to general economic conditions, rapid changes in the business environment, and shortages of available capital. The Company’s sole officer and director believes that there are numerous firms seeking the benefits of a reporting issuer, but this is by no means certain.

It is our present intent to file quarterly reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017 as soon as possible and thereafter to timely comply with all of the reporting requirements under the 1934 Act. The Company’s sole officer and director, Daniel Masters, has agreed to provide the necessary funds, without interest, for the Company to comply with the 1934 Act reporting requirements, provided he is an officer and director of the Company when the obligation is incurred. The officer has not, as of the date hereof, set a maximum dollar amount that he is willing to provide to the Company.

It is anticipated that we will incur nominal expenses in the implementation of the business plan described herein. Because we have no capital with which to pay these anticipated expenses, the Company’s sole officer and director will pay these charges with his personal funds, as interest free loans to the Company or as capital contributions. However, if loans, the only opportunity which he will have for repayment of these loans will be from a prospective merger or acquisition candidate.

Acquisition Opportunities:

The sole officer and director of the Company will seek out business combination opportunities through his personal business contacts. Our President regularly attends meetings of the National Investment Banking Association, the San Diego Venture Group, the Los Angeles Venture Association, and similar groups where businesses seeking to expand and investors and related professionals (e.g. consultants, accountants, and attorneys) meet in hopes of working together. The sole officer and director of the Company will not be limited in his search to these groups but believes that these groups will provide a networking platform from which to seek business combination opportunities.

In implementing a structure for a particular business venture, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. On the consummation of an agreement, it is probable that the present officer and director and the present shareholders of the Company will no longer be in control of the Company. In addition, and especially if there is a business combination, our sole director may, as part of the terms of the acquisition or merger, resign and be replaced by new directors without a vote of our shareholders or may sell their stock in the Company. It is anticipated that any securities issued by our Company in any such reorganization would be issued in reliance upon an exemption from registration under applicable federal and state securities laws.

We will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of verifying revenue and bearing costs, including costs associated with the Company’s attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

It is our present intent that we will not submit a potential merger, acquisition, or similar reorganization to our shareholders for approval. We are incorporated under the laws of Nevada and Nevada’s Revised Statutes, Section 78.320, provides that “…any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power… In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.”

Our President, Daniel Masters, owns 66.8% of our issued and outstanding shares of common stock; thus his written consent to a potential merger or acquisition constitutes more than the minimum number of votes necessary to authorize such a reorganization under Nevada law. Prompt notice of any such action will be filed with the Securities and Exchange Commission on Form 8-K and also on Forms PREM14C and DEFM14C and copies of these filings will be sent by first class mail, postage pre-paid, to each of our shareholders.

Our present intent is that we will not enter into a business combination agreement with an entity which cannot provide independent audited financial statements at the time of closing of the proposed transaction and supply other information that is normally disclosed in filings with the Securities and Exchange Commission. We are subject to all of the reporting requirements included in the 1934 Act. These rules are intended to protect investors by deterring fraud and abuse in the securities markets through the use of shell companies. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company’s audited financial statements included in its annual report on Form 10-K. In addition, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we are required to include that information that is normally reported by a company in its original Form 10.

We do not intend to hire an investment banker, a business broker, or a similar professional specializing in business acquisitions. Once a potential acquisition has been identified we do intend to utilize the services of an attorney experienced in business acquisitions to prepare or review the merger or acquisition agreements and documents. Because we have no capital with which to pay legal fees our President, Daniel Masters, has agreed to pay these fees with personal funds, as an interest free loan to the Company or as a capital contribution. However, this is a voluntary agreement; Mr. Masters is not contractually obligated to pay this expense. 

Came out of BK with common stock FULLY IN TACT. Zero debt. All wiped off the books. Definition of a clean SHELL for REVERSE MERGER purposes!

RECENT 10k DEC., 2017:




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#2960  Sticky Note *PWEB* "The Company’s sole officer a JRS 12/08/17 09:27:16 AM
#2838  Sticky Note PWEB 10k first in years and NEW CEO... DF 12/07/17 09:44:24 AM
#3051   I'm not sure where you can find the JRS 12/13/17 09:16:20 AM
#3050   GM PWEB players! Heres to a gooood day!) DF 12/13/17 08:43:17 AM
#3049   G morning all, been wondering, if anyone has madmark7 12/13/17 08:29:59 AM
#3048   Gm webbaz TOAD 12/13/17 06:52:28 AM
#3047   Hope it went to strong hands! slambino 12/12/17 05:50:26 PM
#3046   Nice EOD Action TeddyCaswell 12/12/17 05:09:30 PM
#3045   Nice to see!) This will get wild and TOAD 12/12/17 04:25:15 PM
#3044   Nice to see! Have a nice evening Jman DF 12/12/17 04:18:24 PM
#3043   PWEB 500k Offer Cleaned out EOD! JRS 12/12/17 04:03:33 PM
#3042   Masters looking to pull off a FULLY AUDITED, DF 12/12/17 03:52:39 PM
#3041   Looky gooda!) DF 12/12/17 01:21:44 PM
#3040   Looks that wayyy TOAD 12/12/17 12:42:23 PM
#3039   Bye bye ASCuM lol..nice!) DF 12/12/17 12:16:17 PM
#3038   ASCM Vaaaamoooshski? JRS 12/12/17 11:46:56 AM
#3037   Im ready for more! DF 12/12/17 10:41:13 AM
#3036   Watching for some cheapies toytundra 12/12/17 10:31:17 AM
#3035   Watching for 10qs, 8k and NV SOS site DF 12/12/17 09:55:14 AM
#3034   GM TeddyC! Agreed. Dollars doable with a major DF 12/12/17 09:37:09 AM
#3033   Good Morning, MultiBagger easy .05 plus Near Term TeddyCaswell 12/12/17 09:26:45 AM
#3032   Gm playaz TOAD 12/12/17 09:03:17 AM
#3031   GM PWEB!) Majorness abrewin I reckon!) Lets do this! DF 12/12/17 09:01:08 AM
#3030   Nice!) Just keep weeding and toying til the DF 12/11/17 02:02:29 PM
#3029   Added TeddyCaswell 12/11/17 01:10:42 PM
#3028   Agreed. Got a few of um there!) DF 12/11/17 12:48:44 PM
#3027   Gifts!! Thxs!!! TOAD 12/11/17 12:45:43 PM
#3026   Idjot time..BRING! DF 12/11/17 12:44:27 PM
#3025   When those 13s fall it’s gonna look real good. TeddyCaswell 12/11/17 10:36:43 AM
#3024   Hawking the wires and SOS site for next DF 12/11/17 10:31:16 AM
#3023   Xactly DF 12/11/17 10:10:02 AM
#3022   Yeah, the FlipHoppaPottaMusses just get in the way! JRS 12/11/17 09:58:44 AM
#3021   Would be sweet knowin' that Toadman has them JRS 12/11/17 09:57:23 AM
#3020   Need all these shares in the hands of TOAD 12/11/17 09:54:53 AM
#3019   Ya debating if I should just take it. TOAD 12/11/17 09:52:20 AM
#3018   Sounds gooda to me. Masters is going to DF 12/11/17 09:49:46 AM
#3017   Yeah, that old Stanky Order has been sittin' JRS 12/11/17 09:49:09 AM
#3016   Nice! 13 goes sky be opening. Lock um! DF 12/11/17 09:47:58 AM
#3015   013 last chance for any type of size imo TOAD 12/11/17 09:47:30 AM
#3014   thanks DF. yes, i think best to madmark7 12/11/17 09:47:28 AM
#3013   ASCM may be setting up for a bit DF 12/11/17 09:46:54 AM
#3012   Lookin' Good! ASCM to .015! JRS 12/11/17 09:45:29 AM
#3011   One lil stale NITE order then we’re heading TOAD 12/11/17 09:43:01 AM
#3010   I like it being on the DL for DF 12/11/17 09:38:33 AM
#3009   Adding DF 12/11/17 09:33:26 AM
#3008   g morning everyone. (...more) madmark7 12/11/17 09:05:13 AM
#3007   GM PWEB players! Lets see ASCuM chase today DF 12/11/17 08:54:35 AM
#3006   Good Mornin' Toad! JRS 12/11/17 07:44:28 AM
#3005   Gm bro!)) bring on some more filings)) TOAD 12/11/17 07:23:28 AM
#3004   Good Mornin' PWEB !!! JRS 12/11/17 07:08:45 AM
#3003   Lol I hear that bro!)) TOAD 12/10/17 09:15:05 PM
#3002   Good evening PWEB playas!!) About to get really DF 12/10/17 08:42:38 PM