Worldwide Web Networx Corp · S-1 · On 2/26/01

Filed On 2/26/01 12:17pm ET   ·   SEC File 333-56176   ·   Accession Number 912057-1-6613

Registration Statement (General Form)   ·   Form S-1
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Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)                145    763K 
 2: EX-5.1      Opinion re: Legality                                   2      9K 

S-1   ·   Registration Statement (General Form)
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 As filed with the Securities and Exchange Commission on February 26, 2001
                                                      REGISTRATION NO. 333-_____
=============================================================================== 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM S-1
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------------------
 WORLDWIDE WEB NETWORX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

 DELAWARE                  7389                     58-2280078
 (State or Other        (Primary standard           (I.R.S. Employer
Jurisdiction of            industrial               Identification
Incorporation or         classification                  Number)  
Organization)            code number)                           

------------------------------------    
521 FELLOWSHIP ROAD, SUITE 130
MT. LAUREL, NEW JERSEY 08504
(856) 914-3100
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

 CAROL C. KNAUFF
 WORLDWIDE WEB NETWORX CORPORATION
521 FELLOWSHIP ROAD, SUITE 130
MT. LAUREL, NEW JERSEY 08504
(856) 914-3100
(Name, Address, Including Zip Code, and Telephone Number, Including Area
 Code, of Agent for Service)
------------------------------------
 WITH A COPY TO:

G. DAVID ROSENBLUM, ESQ.
 WorldWide Web NetworX Corporation
521 FELLOWSHIP ROAD, SUITE 130
MT. LAUREL, NJ 08054
(856) 914-3149

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable on or after the effective date of this Registration Statement.   

    If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act  
of 1933, check the following box. |_|                                           

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. |_| ______________      

    If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. |_| ________________                                     

    If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. |_| ________________                                     

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|                                             
------------------------------------------------------------------------------- 

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------                                   
                              CALCULATION OF REGISTRATION FEE                                                                 
==============================================================================================================================
                                          AMOUNT OF                                                                           
                                         SHARES TO BE     OFFERING PRICE       PROPOSED MAXIMUM               AMOUNT OF       
      TITLE OF SHARES TO BE REGISTERED    REGISTERED       PER SHARE (1)    AGGREGATE OFFERING PRICE       REGISTRATION FEE   
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
 Common Stock, $0.001 par value            19,814,802         $ 0.11             $ 2,179,628                   $ 545.00       
------------------------------------------------------------------------------------------------------------------------------

==============================================================================================================================

(1)   Estimated solely for the purpose of calculating the registration fee      
    pursuant to Rule 457(o) of the Securities Act of 1933, as amended, based
    on the average of the bid and asked prices of our common stock as quoted
on the OTC Electronic Bulletin Board on February 23, 2001.          

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF  
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT     
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,  
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.                            
================================================================================

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The information in this prospectus is not complete and may be changed. We may   
not sell these securities until the registration statement filed with the       
Securities and Exchange Commission, hereafter, the SEC, is effective. This      
Prospectus is not an offer to sell these securities and it is not soliciting an 
offer to buy these securities in any state where the offer or sale is not       
permitted.                                                                      

 DATED FEBRUARY 26, 2001

PROSPECTUS

 WORLDWIDE WEB NETWORX CORPORATION

 19,814,802 SHARES OF COMMON STOCK

This prospectus is part of a registration statement that covers the 
following:                                                                      

   1.    5,964,522 shares of common stock purchased by our stockholders in
our private placement offerings;                        

2.    4,910,849 shares of common stock issued in connection with    
acquisitions;                                           

   3.    198,950 shares of common stock issued as a placement agent fee in
  connection with the offering of our Series A 6% Cumulative
Convertible Debentures;                                 

  4.    705,014 shares of common stock issued upon the conversion of our
        outstanding Series A 6% Cumulative Convertible Debentures, dated
March 22, 1999;                                         

   5.    95,000 shares of common stock issued for legal services rendered;

 6.    Up to 560,000 shares of common stock that are issuable upon the
        conversion of our outstanding Series A 6% Cumulative Convertible
Debentures, in the principal amount of $125,000;        

 7.    Up to 6,240,000 shares of common stock that are issuable to the
            holder upon the conversion of our Convertible Promissory Note, dated
August 22, 2000, in the principal amount of $3,600,000; 

      8.    Up to 200,000 shares of common stock that are issuable upon exercise
          of warrants issued to individuals who rendered consulting services
to the company; and                                     

      9.    Up to 940,467 shares of common stock that are issuable upon exercise
        of warrants issued to the placement agent in connection with our
           private placement offering and the purchase of shares of our common
stock by the placement agent.                           

      This prospectus relates to the offer and sale of outstanding shares of our
common stock by the selling stockholders identified on pages 19-22 of this      
prospectus. We will not receive any proceeds from the sale of our common stock  
by the selling stockholders. The selling stockholders may offer and sell some,  
all or none of the common stock under this prospectus. The selling stockholders 
may determine the prices at which they will sell their shares of common stock,  
which may be at market prices prevailing at the time of sale or some other      
price. In connection with such sales, the selling stockholders may use brokers  
or dealers who may receive compensation or commissions for such sales. The      
selling stockholders may also attempt to sell their shares in isolated private  
transactions, at negotiated prices, with institutional or other investors.      

    The shares of our common stock are listed on the OTC Electronic Bulletin
Board under the symbol "WWWX." On February 23, 2001, the closing price of one   
share of our common stock on the OTC Electronic Bulletin Board was $0.094 per   
share.                                                                          

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You should read this prospectus carefully before you invest.        

  INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS. SEE THE RISK
FACTORS SECTION BEGINNING ON PAGE 7.                                            

   NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A     
CRIMINAL OFFENSE.                                                               

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

 The date of this prospectus is February 26, 2001.

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 TABLE OF CONTENTS

                                                                [Download Table]

                                                                        Page
                                                                            
SUMMARY                                                                  4  
RISK FACTORS                                                             7  
FORWARD-LOOKING STATEMENTS                                              18  
USE OF PROCEEDS                                                         18  
DIVIDEND POLICY                                                         18  
CAPITALIZATON                                                           19  
SELLING SECURITY HOLDERS                                                20  
PLAN OF DISTRIBUTION                                                    23  
INTERESTS OF NAMED EXPERTS AND COUNSEL                                  24  
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING                    
INFORMATION                                                             24  
SUPPLEMENATARY FINANCIAL INFORMATION                                    25  
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION                 
AND RESULTS OF OPERATION                                                25  
OUR BUSINESS                                                            37  
MARKET FOR OUR COMMON STOCK                                             58  
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK              59  
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING                 
AND FINANCIAL DISCLOSURE                                                60  
MANAGEMENT                                                              60  
EXECUTIVE COMPENSATION AND OTHER INFORMATION                            63  
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT             69  
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                          71  
DESCRIPTION OF CAPITAL STOCK                                            77  
ANTI-TAKEOVER CONSIDERATIONS AND SPECIAL PROVISIONS                     78  
TRANSFER AGENT                                                          79  
SHARES ELIGIBLE FOR FUTURE SALE                                         79  
LEGAL MATTERS                                                           83  
EXPERTS                                                                 83  
WHERE YOU CAN FIND MORE INFORMATION                                     83  

 You should rely only the information contained in this document or to
which we have referred you. We have not authorized anyone to provide you with   
information that is different. This document may be used only where it is legal 
to sell these securities. The information in this document may only be accurate 
on the date of this document.                                                   

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 SUMMARY

      THIS SUMMARY CONTAINS BASIC INFORMATION ABOUT US AND THE OFFERING. BECAUSE
IT IS A SUMMARY, IT DOES NOT CONTAIN ALL THE INFORMATION THAT YOU SHOULD        
CONSIDER BEFORE INVESTING. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY,     
INCLUDING THE RISK FACTORS AND OUR FINANCIAL STATEMENTS AND THE RELATED NOTES TO
THOSE STATEMENTS INCLUDED IN THIS PROSPECTUS. EXCEPT AS OTHERWISE REQUIRED BY   
THE CONTEXT, REFERENCES IN THIS PROSPECTUS TO "WE," "OUR," "US," "THE COMPANY"  
AND "OUR COMPANY" REFER TO WORLDWIDE WEB NETWORX CORPORATION. UNLESS OTHERWISE  
INDICATED, ALL INFORMATION IN THIS PROSPECTUS ASSUMES NO EXERCISE OF THE        
UNDERWRITERS' OPTION TO PURCHASE ADDITIONAL SHARES OF COMMON STOCK.             

ABOUT WORLDWIDE WEB NETWORX CORPORATION                                         

   WorldWide Web NetworX Corporation is a holding company that enters into
joint ventures with or acquires ownership interests in off-line                 
business-to-business companies in order to migrate the traditional business     
transactions of those companies onto the Internet and new business-to-business  
opportunities which improve the efficiency of transactions, and that makes other
opportunistic investments. We currently have joint ventures with or have        
acquired ownership interests in eleven companies. Although we still have        
ownership interests in all of these companies, we have written off our interests
in four of these companies, WWWX-Jencom, LLC ("WWWX-Jencom"), InterCommerce     
China, LLC ("InterCommerce China"), VideoNet Corporation ("VideoNet") and Vision
Technologies, Inc. ("Vision"), because we have been unable to confirm that they 
presently have any value.                                                       

      We currently derive revenues from two companies, ATM Service, Ltd. ("ATM")
and The Intrac Group, Ltd. ("Intrac"). ATM and Intrac principally derive revenue
by providing off-line inventory liquidation and asset recovery services and from
the purchase and resale of advertising, merchandise or business services.       
However, ATM's web site has not, to date, consummated any meaningful            
transactions or produced any meaningful revenue.                                

OUR OFFICES                                                                     

     We maintain our principal executive offices at 521 Fellowship Road, Suite
130, Mt. Laurel, New Jersey 08054. Our telephone number is (856) 914-3100.      

THE OFFERING

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Common stock offered by the Selling   The 19,814,802 shares registered with this
Stockholders                          prospectus include:                       

                                5,964,522 shares of our common stock
                                    purchased by stockholders in our private
                placement offerings;

                                4,910,849 shares of our common stock
                                   issued in connection with acquisitions;

                                     198,950 shares of our common stock issued
                                  as a placement agent fee in connection
                                with the offering of our Series A 6%
                              Cumulative Convertible Debentures;

                                     705,014 shares of our common stock issued
                                 upon the conversion of certain of our
                              Series A 6% Cumulative Convertible
       Debentures;

                                    95,000 shares of our common stock issued
                        for legal services rendered;

                                    Up to 560,000 shares of our common stock
                               issuable upon the conversion of the
                            remaining Series A 6% Cumulative
                   Convertible Debentures;

                                    Up to 200,000 shares of our common stock
                                     issuable upon exercise of warrants issued
                                  to individuals who rendered consulting
                    services to the company;

                                    Up to 940,467 shares of our common stock
                                     issuable upon exercise of warrants issued
                                     to the placement agent in connection with
                                  our private placement offering and the
                                     purchase of shares of our common stock by
                    the placement agent; and

                                      Up to 6,240,000 shares of our common stock
                           issuable upon conversion of our
                        Convertible Promissory Note.

Common stock to be outstanding after  The conversion of the convertible         
the offering (1)                      promissory note and the outstanding       
                                    convertible debentures, and the exercise
                               of the warrants, will result in the
                              issuance of additional shares. For
                                purposes of this prospectus, we have
                                assumed that an additional 7,940,467
                                    shares will be issued upon conversion or
                                     exercise of these securities. Because the
                                     number of shares issuable upon conversion
                                     of the outstanding convertible debentures
                                      is based on a formula that varies with the
                                     market price of our common stock, because
                                    we do not know whether the holder of our
                                     convertible promissory note will exercise
                                      its option to extend the maturity date for
     up to two

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                          years, and because there is no
                            obligation on the holders of the
                                    convertible promissory note, convertible
                                debentures or warrants to convert or
                                   exercise these securities, we may issue
                                      more or less than the additional 7,940,467
                              shares covered by this prospectus.

Use of Proceeds                       We will receive no proceeds from the      
                                   sale of the common stock by the Selling
                               Stockholders. Any proceeds received
                                   by us upon exercise of our warrants may
                                  be used for general working capital or
             for acquisitions.

OTC Electronic Bulletin Board         WWWX                                      
Trading symbol                                                                  

(1) Does not include shares issuable upon exercise of all options under (i) our 
1999 Equity Compensation Plan, of which 1,240,000 have been granted and remain  
outstanding, none of which have been exercised as of February 21, 2001, or (ii) 
our 2000 Incentive Option Plan, of which 9,475,000 have been granted and remain 
outstanding, none of which have been exercised as of February 21, 2001.         

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RISK FACTORS

   An investment in our common stock involves a number of very significant
risks. You should carefully consider the following risks and uncertainties in   
addition to other information in this annual report in evaluating the Company   
and its business before purchasing shares of common stock. Our business and     
results of operations could be seriously harmed by any of the following risks.  
The trading price of our common stock could decline due to any of these risks,  
and you may lose all or part of your investment.                                

IF WE DO NOT RAISE ADDITIONAL FUNDS FROM THIRD PARTY SOURCES OR     
IMMEDIATELY BECOME PROFITABLE, WE MAY BE UNABLE TO CONTINUE OUR OPERATIONS.     

 Our recurring operating losses and growing working capital needs will
require us to obtain additional capital to operate our business before we have  
established that our business will generate significant revenue. As of February 
21, 2001, we have accumulated significant losses from our business operations.  
The continuation of our operations is dependent upon obtaining long-term        
financing and achieving a profitable level of operations. While we are expending
our best efforts to meet our financing needs, there can be no assurance that we 
will be successful in raising capital from third parties or generating          
sufficient funds from operations and continued development. In the event that we
do not raise sufficient funds from third parties, we may not have adequate      
financial resources to continue our business. If additional financing is        
obtained, the terms of the financing may be adverse to the interests of existing
stockholders, including the possibility of substantially diluting their         
ownership position. These circumstances raise substantial doubt about our       
ability to continue as a going concern.                                         

      WE MAY HAVE DIFFICULTY OBTAINING FUTURE FUNDING SOURCES, IF NEEDED, AND WE
MIGHT HAVE TO ACCEPT TERMS THAT WOULD ADVERSELY AFFECT OUR STOCKHOLDERS.        

      Expenses are expected to continue to exceed revenue in fiscal 2001, and we
will need to raise funds from additional financings. Any financings may result  
in dilution to our existing stockholders. We may have difficulty obtaining      
additional funding, and we may have to accept terms that would adversely affect 
our stockholders. For example, the terms of any future financing may impose     
restrictions on our right to declare dividends or on the manner in which we     
conduct our business. Also, lending institutions or private investors may impose
restrictions on a future decision by us to make capital expenditures,           
acquisitions or significant asset sales. Or we may not be able to locate        
additional funding sources at all. If we cannot raise funds on acceptable terms,
if and when needed, we will not be able to continue our operations and to pursue
our goal of future strategic acquisitions.                                      

 WE ANTICIPATE THAT WE WILL INCUR CONTINUED LOSSES FOR THE FORESEEABLE
FUTURE.                                                                         

      We expect to incur significant losses for the foreseeable future. To date,
we have not been profitable. Even if we are able to obtain additional financing,
we expect to incur significant costs associated with the pursuit of future      
strategic acquisitions. Our revenue may not be sufficient to fund our expenses. 
We may never be profitable or, if we become profitable, we may be unable to     
sustain profitability. Some of our expenses are or will be fixed, including     
non-cancelable agreements, equipment leases and real estate leases. Expenses may
also increase due to the potential impact of goodwill and other charges from any
future acquisitions.                                                            

     OUR TWO REVENUE GENERATING SUBSIDIARIES, ATM SERVICE, LTD. AND THE INTRAC
GROUP, LTD., HAVE LIMITED OPERATING HISTORIES UPON WHICH YOU MAY EVALUATE THEIR 
OPERATIONS.                                                                     

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We formed ATM in December 1998 and acquired Intrac in July 1999.    
Accordingly, we have limited operating history upon which you may evaluate us.  
Our lack of operating history, and evolving revenue model make it difficult to  
evaluate our future prospects and evaluate our business strategy.               

     This means that you will have only limited information upon which to base
an investment decision. Because of our lack of operating history, we also       
believe that period-to-period comparisons of our results of operations will not 
be meaningful in the short term and should not be relied upon as indicators of  
future performance.                                                             

We will encounter risks and difficulties frequently encountered by  
early-stage companies in new and rapidly evolving markets. Many of these risks  
are described in more detail in this "Risk Factors" section. We may not         
successfully address any of these risks. If we do not successfully address these
risks, our business would be seriously harmed.                                  

THE MARKET FOR OUR SOLUTIONS IS AT AN EARLY STAGE AND WE REQUIRE A  
CRITICAL MASS OF BUYING ORGANIZATIONS AND THEIR SUPPLIERS TO IMPLEMENT OUR      
SOLUTIONS.                                                                      

The market for Internet-based electronic commerce applications and  
services is at an early stage of development. Our success depends on a          
significant number of buying organizations, marketplaces and exchanges          
implementing our products and services. The implementation of our products and  
services by these organizations is complex, time consuming and expensive. In    
many cases, these organizations must change established business practices and  
conduct business in new ways. Our ability to attract additional customers for   
our products and services will depend on using our existing customers as        
reference accounts. Unless a critical mass of buying organizations, their       
suppliers, marketplaces and exchanges utilize our products and services join,   
our solutions may not achieve widespread market acceptance and our business     
would be seriously harmed.                                                      

     OUR STRATEGY OF ESTABLISHING INTERNET MARKETPLACES AS TRADING COMMUNITIES
IS UNPROVEN AND MAY NOT BE SUCCESSFUL.                                          

As part of our business strategy, we intend, directly and through   
relationships with strategic partners, to establish and maintain electronic     
marketplaces where buyers and suppliers can conduct business-to-business        
commerce. If this business strategy is flawed, or if we are unable to execute it
effectively, our business, operating results and financial condition will be    
substantially harmed. To date, we have not generated significant revenue from   
our marketplaces.                                                               

    OUR CUSTOMER BASE IS CONCENTRATED AND OUR SUCCESS DEPENDS IN PART ON OUR
ABILITY TO RETAIN EXISTING CUSTOMERS.                                           

In fiscal 2000, four customers in the aggregate provided 65% of the 
company's total revenue. One customer accounted for 20% of our total revenues,  
one customer accounted for 20%, one customer accounted for 15% and one customer 
accounted for 10%. If one or more of our major customers were to substantially  
reduce or stop their use of our products or services, our business, operating   
results and financial condition would be harmed. We do not have long-term       
contractual commitments from any of our current customers and our customers may 
terminate their contracts with us with little or no advance notice and without  
penalty. As a result, we cannot assure you that any of our current customers    
will be customers in future periods. A customer termination would not only      
result in lost revenue, but also the loss of customer references that are       
necessary for securing future customers.                                        

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    WE RELY ON THIRD PARTIES TO EXPAND, MANAGE AND MAINTAIN THE COMPUTER AND
COMMUNICATIONS EQUIPMENT AND SOFTWARE NEEDED FOR THE DAY-TO-DAY OPERATIONS OF   
OUR BUSINESS.                                                                   

We rely on several third parties to provide hardware, software and  
services required to expand, manage and maintain the computer and communications
equipment and software needed for the day-to-day operations of our business.    
Services provided by these parties include managing our web server, maintaining 
communications lines and managing network data centers, which are the locations 
on our network where data is stored. We may not successfully obtain these       
services on a timely and cost effective basis. Since the installation of the    
computer and communications equipment and software needed for the day-to-day    
operations of our business to a significant extent will be managed by third     
parties, we will be dependent on those parties to the extent that they manage,  
maintain and provide security for such equipment and software.                  

     WE COULD BE SUBJECT TO POTENTIAL PRODUCT LIABILITY CLAIMS AND THIRD PARTY
LIABILITY CLAIMS RELATED TO PRODUCTS AND SERVICES PURCHASED THROUGH OUR COMMERCE
SERVICES NETWORK.                                                               

 Our customers use our products and services to manage their goods and
services procurement and other business processes. Any errors, defects or other 
performance problems could result in financial or other damages to our          
customers. A product liability claim brought against us, even if not successful,
would likely be time consuming and costly and could seriously harm our business.
Although our customer license agreements typically contain provisions designed  
to limit our exposure to product liability claims, existing or future laws or   
unfavorable judicial decisions could negate these limitation of liability       
provisions.                                                                     

Our commerce services network provides our customers with indices of
products that can be purchased from participating suppliers. The law relating to
the liability of providers of listings of products and services sold over the   
Internet for errors, defects or other performance problems with respect to those
products and services is currently unsettled. We will not pre-screen the types  
of products and services that may be purchased through our commerce services    
network. Some of these products and services could contain performance or other 
problems. We may not successfully avoid civil or criminal liability for problems
related to the products and services sold through our commerce services network 
or other electronic networks using our market maker applications. Any claims or 
litigation could still require expenditures in terms of management time and     
other resources to defend ourselves. Liability of this sort could require us to 
implement measures to reduce our exposure to this liability, which may require  
us, among other things, to expend substantial resources or to discontinue       
certain product or service offerings or to take precautions to ensure that      
certain products and services are not available through our commerce services   
network or other electronic networks using our market maker applications.       

    ACQUISITIONS AND NEW STRATEGIC ALLIANCES MAY DISRUPT OR OTHERWISE HAVE A
NEGATIVE IMPACT ON OUR BUSINESS.                                                

   As part of our business strategy we have made and expect to continue to
make investments in, or acquisitions of businesses that offer complementary     
products, services and technologies. Our investments and acquisitions are       
subject to the risks commonly encountered in such activities, including, among  
other things:                                                                   

o     acquisitions may cause a disruption in our ongoing business,  
            distract our relatively new management team and make it difficult to
maintain our standards, controls and procedures;        

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    o     we may acquire companies or make strategic alliances in markets in
which we have little experience;                        

     o     we may not be able to successfully integrate the services, products
 and personnel of any acquisition or new alliance into our
operations;                                             

    o     we may be required to incur debt or issue equity securities to pay
         for acquisitions, which may be dilutive to existing stockholders;

     o     our acquisitions may not result in any return on our investment and
we may lose our entire investment; and                  

     o     If we were to suffer from one or more of these risks, our business,
        financial condition and results of operation could be materially
harmed.                                                 

     IF INTERNET USAGE DOES NOT GROW, WE MAY BE UNABLE TO EXECUTE OUR BUSINESS
PLAN TO INCREASE OUR OPERATIONS.                                                

      Our business will be unable to succeed if Internet usage does not continue
to grow or grows at significantly lower rates compared to current trends. The   
continued growth of the Internet depends on various factors, many of which are  
outside our control. These factors include, but are not limited to the following
factors:                                                                        

     o     the Internet infrastructure's ability to support the demands placed
on it;                                                  

      o     the public's concerns regarding security and authentication concerns
          with respect to the transmission over the Internet of confidential
information, such as credit card numbers and attempts by
           unauthorized computer users, so-called hackers, to penetrate online
security systems; and                                   

o     the public's concern regarding privacy issues, including those
      related to the ability of web sites to gather user information
without the user's knowledge or consent.                

OUR SUCCESS IS DEPENDENT ON RETAINING OUR CURRENT KEY PERSONNEL.    

  We believe that our success will depend on continued employment of our
management team and our ability to attract large businesses to use our on-line  
web sites for the effective management, purchase and sale of inventory and other
assets. Their experience in e-commerce asset management, sales and procurement  
is important to the establishment of our on-line web sites. We do not maintain  
key-man life insurance on our key personnel. The loss of the services of one or 
more of our management personnel could seriously harm our business. Our success 
also depends on having a trained sales force, telesales group and technical and 
customer support personnel. We will need to continue to hire additional         
personnel as our business grows. Competition for personnel, particularly for    
employees with technical expertise, is intense. New hires also frequently       
require extensive training before they achieve desired levels of productivity.  
If we cannot hire and retain suitable personnel, we may not be able to expand   
and develop new business communities effectively or support those that are      
developed, resulting in loss of customers and revenues.                         

WE MAY NOT ACQUIRE EMARKETPLACES INTERNATIONAL, INC.                

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        Our proposed acquisition of eMarketplaces International, Inc. is
conditioned upon a number of factors. See "Subsequent Events - Letter of Intent 
Concerning the Acquisition of eMarketplaces International, Inc." There can be no
assurance that the transaction will be consummated. We will incur certain       
expenses in connection with the proposed transaction, even if it is not         
consummated, including the cost of obtaining a fairness opinion and legal and   
accounting fees. In addition, if the transaction is not consummated and the     
$500,000 loan that we have made to eMarketplaces International, Inc. in         
connection with the letter of intent is not repaid, as agreed, our ability to   
continue our operations will be impaired.                                       

THE INTERESTS OF OUR SIGNIFICANT STOCKHOLDERS MAY CONFLICT WITH OUR 
INTERESTS AND THE INTERESTS OF OUR OTHER STOCKHOLDERS.                          

Our current directors, officers and holders of more than 5% of the  
outstanding shares of our common stock collectively own approximately 30% of our
outstanding common stock. As a result of their stock ownership, one or more of  
these stockholders may be in a position to affect significantly our corporate   
actions, including, for example, mergers or takeover attempts, in a manner that 
could conflict with the interests of our public shareholders.                   

    D.H. Blair Investment Banking Corp. is our largest shareholder and Blair
Ventures-Fund I, Inc. ("Fund"), an affiliate of D.H. Blair, is our largest      
creditor and holds a $3.6 million convertible promissory note which is secured  
by all of our assets. D.H. Blair's interest as a shareholder may conflict with  
Fund's interest as a creditor and Fund's exercise of its rights with respect the
collateral may conflict with the interests of other shareholders.               

Warren Rothstein, who was our interim chairman, president and chief 
executive officer from September 23, 1999 to April 26, 2000, and who continued  
to serve as one of our directors until August 24, 2000, also served as the      
chairman of ATM from December 1998 until October 19, 2000 and as chairman of    
Intrac from July 23, 1999 until October 19, 2000. Mr. Rothstein's duties and    
responsibilities with respect to certain of these positions may have been in    
conflict with his duties and responsibilities with respect to others.           

  Thomas Settineri, who was one of our directors from September 23, 1999
until December 27, 2000, was also the president and chief executive officer of  
ATM and Intrac from July 23, 1999 to October 19, 2000 and has been the chairman 
of ATM and Intrac since October 19, 2000. Mr. Settineri's duties and            
responsibilities with respect to certain of these positions may have been in    
conflict with his duties and responsibilities with respect to others.           

FLUCTUATIONS IN OUR QUARTERLY RESULTS MAY ADVERSELY AFFECT OUR STOCK
PRICE.                                                                          

 Our quarterly operating results will likely vary significantly in the
future. Our operating results will likely fall below the expectations of        
investors in some future quarter or quarters. Our failure to meet these         
expectations would likely adversely affect the market price of our common stock.
Our quarterly operating results may vary depending on a number of factors,      
including:                                                                      

o     demand of buyers and sellers to use our web sites to list and 
purchase or sell products and/or services;              

o     actions taken by our competitors, including new product       
        introductions, fee schedules, pricing policies and enhancements;

o     size and timing of sales of our services;                     

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o     our ability to control costs;                                 

     o     budget cycles of buyers and sellers of products and/or services and
changes in these budget cycles; and                     

o     general economic factors.                                     

OUR COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE.             

    The market price of our common stock is likely to be highly volatile, as
the stock market in general, and the market for Internet-related and technology 
companies in particular, has been highly volatile. Our stockholders may not be  
able to resell their shares of our common stock following periods of volatility 
because of the market's adverse reaction to this volatility. The trading prices 
of many technology and Internet-related companies' stocks have been highly      
volatile and have reached historical highs and lows within the past 18 months   
and have reflected relative valuations substantially above historical levels. We
cannot assure you that our stock will trade at the same levels as other Internet
stocks or predict the market prices for Internet stocks in general.             

     Factors that could cause this volatility may include, among other things:

     o     actual or anticipated variations in quarterly operating
results;                                    

o     announcements of technological innovations;       

o     new sales formats or new products or services;    

    o     changes in financial estimates by securities analysts;

    o     conditions or trends in the asset management industry;

o     conditions or trends in the Internet industry;    

           o     changes in the market valuations of other Internet companies;

   o     announcements by us or our competitors of significant
           acquisitions, strategic partnerships or joint ventures;

o     changes in capital commitments;                   

o     additions or departures of key personnel;         

o     sales of our common stock; and                    

o     adequacy of liquidity and capital resources.      

      Many of these factors are beyond our control. These factors may materially
adversely affect the market price of our common stock, regardless of our        
operating performance.                                                          

     THE PREVAILING MARKET PRICE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED
BY SALES OF A SUBSTANTIAL NUMBER OF SHARES INTO THE PUBLIC MARKET.              

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As of the date of this registration statement, there were 38,915,596
shares of our common stock outstanding. Of the outstanding shares, 27,624,513   
are subject to the volume limitations on sale set forth in Rule 144 under the   
Securities Exchange Act of 1934. Sales of the shares issued in private          
transactions, as well as the common stock issuable upon conversion of the       
convertible promissory note or the outstanding convertible debentures and upon  
exercise of our warrants, may affect the market price of our common stock. If   
our existing stockholders sell in the public market substantial amounts of our  
common stock, then the market price of our common stock could fall.             

OUR E-COMMERCE BUSINESS MAY NOT DEVELOP ADDITIONAL REVENUE SOURCES. 

      We plan to generate revenues through relationships with strategic partners
for the sale of assets and services. To generate significant revenues from      
Internet business-to-business e-commerce, we will have to continue to build     
these business relationships through our contacts and the expertise of our      
current or future personnel. We may not be able to form new strategic alliances 
due to a lack of sufficient financial resources or expertise in a newly targeted
industry. If we are not able to build these relationships with strategic        
partners, we will have difficulty developing additional businesses to generate  
revenues.                                                                       

    MARKETING AND DISTRIBUTION ALLIANCES MAY NOT GENERATE REVENUES OR MAY BE
TERMINATED.                                                                     

 We intend to use marketing, distribution and strategic alliances with
other Internet companies to create traffic on our on-line business communities  
and, consequently, to generate revenues. These marketing and distribution       
alliances will allow us to link our on-line web sites to Internet search engines
and other web sites. The success of these relationships depends on the amount of
increased traffic we receive from the alliance partners' web sites.             

      We may have difficulty entering into marketing and distribution alliances.
Also, these arrangements may not generate revenue. Some of the marketing and    
distribution alliances and arrangements that we have previously entered into    
have not, to date, generated revenue. We also cannot assure you that we will be 
able to enter into these marketing and distribution alliances or renew any      
marketing and distribution alliances that we are able to establish or that any  
or all of these arrangements will generate revenue. If we are unable to         
establish these alliances or if any of these agreements is terminated, no       
revenue will be generated.                                                      

     BECAUSE OUR INDUSTRY IS HIGHLY COMPETITIVE AND HAS LOW BARRIERS TO ENTRY,
WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY WITH OTHER PROVIDERS OF E-COMMERCE    
SERVICES.                                                                       

We believe that the strongest potential competition for e-commerce  
services does not come from traditional service groups but rather the evolution 
of the Internet and the types of business-to-business service providers that    
such evolution will create. The market for Internet based, business-to-business 
electronic commerce solutions is extremely competitive. As applications for     
business-to-business e-commerce begin to proliferate and mature, we will        
continue to compete with other technology companies and traditional service     
providers that seek to integrate on-line business technologies with their       
traditional service mix.                                                        

  Competition for Internet products and services and electronic business
commerce is intense. We expect that competition will continue to intensify.     
Barriers to entry are minimal, and competitors can launch new web sites at a    
relatively low cost. We expect that additional companies will establish         
competing on-line business communities on a stand-alone basis.                  

      E-commerce applications are in the early stages of development. Currently,
the principal focus of e-commerce business-to-business groups is to provide     
information and generate revenues for                                           

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advertisement. As e-commerce evolves, however, we expect that other             
entrepreneurs and large, well-known leaders in various industries will create   
other niche business-to-business services that may compete with our services.   

  These large industry leaders would have better name recognition in the
markets that we may target. We also expect competition from large consulting    
firms and software solution providers, which have begun developing e-commerce   
applications for their existing clients. The larger financial resources of these
competitors may enable them to market to potential buyers and sellers of        
inventory and other assets and launch more widespread marketing campaigns that  
would make it more difficult for us to compete.                                 

IF WE FAIL TO DEVELOP OUR PRODUCTS AND SERVICES IN A TIMELY AND     
COST-EFFECTIVE MANNER, OR IF OUR PRODUCTS AND SERVICES DO NOT ACHIEVE MARKET    
ACCEPTANCE, OUR BUSINESS WOULD BE SERIOUSLY HARMED.                             

We may fail to introduce or deliver new releases or new potential   
offerings on a timely and cost-effective basis or at all, particularly given the
expansion of our product offering as a result of our recent and contemplated    
acquisitions. The life cycles of our products are difficult to predict because  
the market for our products is new and emerging, and is characterized by rapid  
technological change, changing customer needs and evolving industry standards.  
The introduction of products employing new technologies and emerging industry   
standards could render our existing products or services obsolete and           
unmarketable. In addition, we have experienced delays in the commencement of    
commercial shipments of our new releases in the past. If new releases or        
potential new products are delayed or do not achieve market acceptance, we could
experience a delay or loss of revenues and customer dissatisfaction.            

      OUR SUCCESS DEPENDS, IN PART, ON OUR ABILITY TO USE EFFECTIVE INTERNET AND
OTHER MARKETING STRATEGIES THAT DEPEND ON INTERNET GOVERNANCE AND REGULATION,   
WHICH ARE UNCERTAIN.                                                            

    The future success of our business is dependent, in part, on our ability
to use an effective Internet marketing strategy. Because the original role of   
the Internet was to link the government's computers with academic institutions' 
computers, the Internet was historically administered by organizations that were
involved in sponsoring research. Private parties have assumed larger roles in   
the enhancement and maintenance of the Internet infrastructure. Therefore, it is
unclear what organization, if any, will govern the administration of the        
Internet in the future, including the authorization of domain names.            

   The lack of an appropriate organization to govern the administration of
the Internet infrastructure and the legal uncertainties that may follow pose    
risks to the commercial Internet industry and our specific web site business. In
addition, the effective operation of the Internet and our business is also      
dependent on the continued mutual cooperation among several organizations that  
have widely divergent interests, including the government, Internet service     
providers and developers of system software language. These organizations may   
find that achieving a consensus may become difficult, impossible, time-consuming
and costly.                                                                     

 Although we are not subject to direct regulation in the United States
other than federal and state business regulations generally, changes in the     
regulatory environment could result in the Federal Communications Commission or 
other United States regulatory agencies directly regulating our business.       
Additionally, as Internet use becomes more widespread internationally, there is 
an increased likelihood of international regulation.                            

    We cannot predict whether or to what extent any new regulation affecting
e-commerce will occur. New regulation could increase our costs. For example, we 
do not collect sales or other similar taxes with                                

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respect to the equipment, inventory and other products sold through our on-line 
communities. One or more states may seek to impose sales tax collection         
obligations on out-of-state companies like ours that engage in or facilitate    
e-commerce. State and local governments have made proposals that would impose   
additional taxes on the sale of goods and services over the Internet. A         
successful assertion by one or more states or any foreign country that we should
collect sales and other taxes on the exchange of equipment, inventory and other 
goods on our system could increase costs that we could have difficulty          
recovering from users of our web sites.                                         

  Governmental agencies and their designees regulate the acquisition and
maintenance of web addresses generally. For example, in the United States, the  
National Science Foundation had appointed Network Solutions, Inc. as the        
exclusive registrar for the ".com," ".net" and ".org" generic top-level         
addresses. Although Network Solutions no longer has exclusivity, it remains the 
dominant registrar. The regulation of web addresses in the United States and in 
foreign countries is subject to change. As result, we may not be able to acquire
or maintain relevant web addresses in all countries where we conduct business   
that are consistent with our brand names and marketing strategy. Furthermore,   
the relationship between regulations governing web site addresses and laws      
protecting trademarks is unclear.                                               

  WE MAY FACE INCREASED ACCESS COSTS FROM BROWSER PROVIDERS AND INTERNET
DISTRIBUTION CHANNELS.                                                          

Leading web site, browser providers and other Internet distribution 
channels may begin to charge us to provide access to our products and services. 
If any of these expenses are not accompanied by increased revenues, our         
e-commerce business will be negatively impacted.                                

     CONCERNS REGARDING SECURITY OF TRANSACTIONS AND TRANSMITTING CONFIDENTIAL
INFORMATION OVER THE INTERNET MAY NEGATIVELY IMPACT OUR E-COMMERCE BUSINESS.    

      We believe that concern regarding the security of confidential information
transmitted over the Internet, including, for example, business and supply      
requirements, credit card numbers and other forms of payment methods, prevent   
many potential customers from engaging in online transactions. If we do not add 
sufficient security features to future product releases, our services may not   
gain market acceptance or we may face additional legal exposure.                

Despite the measures we have taken in the area of security, our     
infrastructure is potentially vulnerable to physical or electronic break-ins,   
computer viruses, hackers or similar problems caused by employees, customers or 
other Internet users. If a person circumvents our security measures, that person
could misappropriate proprietary information or cause interruptions in our      
operations. Security breaches that result in access to confidential information 
could damage our reputation and expose us to a risk of loss or liability. These 
risks may require us to make significant investments and efforts to protect     
against or remedy security breaches, which would increase the costs of          
maintaining our web sites.                                                      

WE MAY BE SUBJECT TO LEGAL LIABILITY FOR PUBLISHING OR DISTRIBUTING 
CONTENT OVER THE INTERNET.                                                      

We may be subject to legal claims relating to the content in our    
industry-specific on-line web sites, or the downloading and distribution of     
content. Providers of Internet products and services have been sued in the past,
sometimes successfully, based on the content of material. The representations as
to the origin and ownership of licensed content that we generally obtain may not
adequately protect us.                                                          

     In addition, we draw some of the content provided in our on-line business
communities from data compiled by other parties. This data may have errors. If  
our content is improperly used or if we supply incorrect information, it could  
result in unexpected liability. Our insurance may not cover claims of this      

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type, or may not provide sufficient coverage. Costs from these claims that are  
not covered by our insurance or exceed our coverage would damage our business   
and limit our financial resources.                                              

    IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS OR ARE HELD
LIABLE FOR INFRINGING ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, WE MAY BE  
FORCED TO DEVOTE SIGNIFICANT TIME, ATTENTION AND MONEY TO DEFEND THESE CLAIMS.  

Litigation regarding intellectual property rights is common in the  
Internet and software industries. We expect third-party infringement claims     
involving Internet technologies and software products and services to increase. 
If an infringement claim is filed against us, we may be prevented from using    
certain technologies and may incur significant costs to resolve the claim.      

Third parties may infringe or misappropriate our trademarks or other
proprietary rights, which could injure our reputation and business. We may be   
subject to or may initiate proceedings in the United States Patent and Trademark
Office, which may demand significant financial and management resources. While  
we enter into confidentiality agreements with our employees and consultants, and
generally control access to and distribution of our proprietary information, the
steps we have taken to protect our proprietary rights may not prevent           
misappropriation. In addition, we do not know whether we will be able to defend 
our proprietary rights since the validity, enforceability and scope of          
protection of proprietary rights in Internet-related industries is uncertain and
still evolving.                                                                 

      Many parties are actively developing e-commerce and other Internet related
technologies, as well as a variety of online business models and methods. We    
believe that these parties will continue to take steps to protect these         
technologies, including, but not limited to, seeking patent protection. As a    
result, disputes regarding the ownership of these technologies and rights       
associated with online business are likely to arise in the future.              

   Although we believe our products and information system do not infringe
upon the proprietary rights of others, there can be no assurance that third     
parties will not assert infringement claims against us. From time to time in the
ordinary course of business we may be subject to claims of alleged infringement 
of the trademarks and other intellectual property rights of third parties. These
claims and any resultant litigation, should this occur, could further subject us
to significant liability for damages. In addition, even if we prevail,          
litigation could be time-consuming and expensive to defend, and could result in 
the diversion of our time and attention and a reduction in any potential        
profits. Any claims from third parties may also result in limitations on our    
ability to use the intellectual property subject to these claims unless we are  
able to enter into agreements with the third parties making these claims.       

      WE DEPEND ON THE CONTINUOUS INTRODUCTION OF ENHANCED SOFTWARE CAPABILITIES
AND EXPANSION OF OUR SOFTWARE SERVICES, WHICH WE MAY NOT BE ABLE TO PROJECT     
ACCURATELY.                                                                     

    If traffic in our on-line businesses develops, we may need to expand and
upgrade our technology, transaction processing systems and network hardware and 
software. We are not able to predict these needs. In addition, we may not be    
able to expand and upgrade our systems and network hardware and software        
capabilities to accommodate our future needs. If we do not appropriately upgrade
our systems, network hardware and software on an ongoing basis, we may have     
difficulty competing effectively.                                               

   The life cycles of the software used to support our e-commerce services
are difficult to predict because the market for our e-commerce web sites for    
sales and procurement of inventory and other assets is new and emerging and is  
characterized by changing customer needs and industry standards. The            
introduction of on-line products employing new technologies and industry        
standards could render our existing system obsolete and unmarketable. If a new  
software language becomes the industry standard, we                             

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may need to rewrite our software to remain competitive. We may not be able to   
respond in a cost-effective way and lose business as a result.                  

      ANTI-TAKEOVER PROVISIONS AND OUR RIGHT TO ISSUE PREFERRED STOCK COULD MAKE
A THIRD-PARTY ACQUISITION OF THE COMPANY DIFFICULT OR DILUTE THE VOTING RIGHTS  
OF THE HOLDERS OF OUR COMMON STOCK.                                             

      WorldWide Web NetworX Corporation is a Delaware corporation. Anti-takeover
provisions of the Delaware law could make it more difficult for a third party to
acquire control of us, even if a change in control would be beneficial to our   
stockholders.                                                                   

 Our articles of incorporation provide that our Board of Directors may
issue preferred stock without shareholder approval. The issuance of preferred   
stock could make it more difficult for a third party to acquire us. Our Board of
Directors may issue preferred stock with voting or conversion rights that may   
have the effect of delaying, deferring or preventing a change of control of us  
and would adversely affect the market price of our common stock and voting and  
other rights of holders of our common stock.                                    

  Further, if our Board of Directors issues preferred stock with greater
voting rights than our common stock, the voting rights of the holders of our    
common stock will be diluted. See "Letter of Intent Concerning the Acquisition  
of eMarketplaces International, Inc."                                           

     WE MAY NOT BE ABLE TO PROTECT OUR PROPRIETARY RIGHTS, AND WE MAY INFRINGE
ON THE PROPRIETARY RIGHTS OF OTHERS. PROPRIETARY RIGHTS ARE IMPORTANT TO OUR    
SUCCESS AND OUR COMPETITIVE POSITION.                                           

    We have registered the name "ATMcenter.com" as a service mark for use in
connection with our electronic commerce services on the Principal Register of   
the United States Patent and Trademark Office.                                  

  Although we seek to protect our proprietary rights, our actions may be
inadequate to protect any trademarks and other proprietary rights or to prevent 
others from claiming violations of their trademarks and other proprietary       
rights. We may not be able to protect our domain names for our on-line          
industry-specific web sites as trademarks because those names may be too generic
or perceived as describing a product or service or its attributes rather than   
serving a trademark function.                                                   

     If we are unable to protect our proprietary rights in trademarks, service
marks and other indications of origin, competitors will be able to use names and
marks that are identical to ours or sufficiently similar to ours to cause       
confusion among potential customers between us and our services and our         
competitors and their services. This confusion may result in the diversion of   
business to our competitors or the loss of potential or existing customers.     
Also, to the extent these competitors have problems with the quality of their   
services, this confusion may injure our reputation for quality.                 

 Except for a search for the name ATMcenter.com, we have not conducted
searches to determine whether our service marks, trademarks and similar items   
may infringe on the rights of third parties.                                    

DIFFICULTY OF PROTECTING PROPRIETARY RIGHTS IN OTHER COUNTRIES.           

  Copyrights and trademarks may receive limited or no protection in some
countries, and the global nature of the Internet makes it impossible to control 
the ultimate destination of our work.                                           

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FORWARD-LOOKING STATEMENTS

     Some information contained in this prospectus may contain forward-looking
statements. The use of any of the words "anticipate," "continue," "estimate,"   
"expect," "may," "will," "project," "should," "believe" and similar expressions 
are intended to identify uncertainties. We believe the expectations reflected in
those forward-looking statements are reasonable. However, we cannot assure you  
that these expectations will prove to be correct. You should not unduly rely on 
forward-looking statements included in this prospectus. These statements speak  
only as of the date of this prospectus. In particular, this prospectus contains 
forward looking statements pertaining to the following:                         

o     potential growth in our operations;                           

o     geographic location or focus of our operations;               

    o     potential investments of the proceeds of this offering pending the
application of the net proceeds; and                    

o     expected sources or uses of funds.                            

      Our actual results could differ materially from those anticipated in these
forward-looking statements as a result of the risk factors set forth below and  
other factors set forth in, or incorporated by reference into, this prospectus: 

   o     financial market conditions, and the availability of financing on
terms acceptable to our company;                        

 o     the success or failure of our efforts to implement our business
strategy;                                               

o     the availability of experienced employees; and                

o     the factors discussed under "Risk Factors."                   

      Many of those factors are beyond our ability to control or predict. Except
as required by law, we are not obligated to publicly release any revisions to   
these forward-looking statements to reflect future events or developments. All  
subsequent written and oral forward-looking statements attributable to us and   
persons acting on our behalf are qualified in their entirety by the cautionary  
statements contained in this section and elsewhere in this prospectus.          

 USE OF PROCEEDS

We will not receive any part of the proceeds from the sale by our   
stockholders of our common stock. Any proceeds received by us upon exercise of  
our options or warrants may be used for general corporate purposes to grow our  
business. The use of any proceeds from the exercise of these securities, or the 
timing of such use, will depend on the availability to us of cash from other    
sources.                                                                        

  We will bear the expenses of this registration of the shares of common
stock offered herein and estimate that these expenses will be approximately     
$35,725.                                                                        

 DIVIDEND POLICY

   We have never declared or paid any dividends on our common stock. We do
not anticipate paying any cash dividends in the foreseeable future. We currently
intend to retain future earnings, if any, to finance operations and the         
expansion of our business. Any future determination to pay cash dividends       

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will be at the discretion of the board of directors and will be dependent upon  
our financial condition, operating results, capital requirements and other      
factors that the board deems relevant.                                          

CAPITALIZATION

    Our Certificate of Incorporation authorizes the issuance of an aggregate
of 100,000,000 shares of common stock at $0.001 par value and 10,000,000 shares 
of preferred stock at $0.001 par value. As of February 21, 2001, there were     
38,915,596 shares of common stock issued and outstanding and no shares of       
preferred stock issued and outstanding.                                         

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SELLING SECURITY HOLDERS

                                                        [Enlarge/Download Table]

                                          Shares Beneficially                 Shares  Beneficially
                                                Owned                              Owned After    
                                         Prior to the Offering                      Offering      
                                         --------------------                 --------------------
                                                                Shares to be                      
                                     Number of                    Sold in      Number of          
                                      Shares         Percent      Offering       Shares   Percent 
                                     ---------       -------    ------------     ------   ------- 
                                                                                                  
NAME OF SELLING SECURITY HOLDER                                                                   

Gary Fragin IRA (Bear Stearns         100,000          *           100,000       100,000     *    
Sec. Corp. Custodian)                 100,000          *           100,000       100,000     *    
TPR Investment Associates Inc.        100,000          *           100,000       100,000     *    
Ralph H. Isham                        100,000          *           100,000       100,000     *    
The M&B Weiss Family LP of 1996        66,667          *            66,667        66,667     *    
JenCom Digital Technologies, LLC    2,403,302         6%         2,403,302     2,403,302    6%    
The TechDepartment.com, Inc.          426,075         1%           426,075       426,075    1%    
Henry Kauftheil                       265,550          *           265,500       265,500     *    
Arthur Kohn                             8,279          *             8,279         8,279     *    
Milan Panic                            66,667          *            66,667        66,667     *    
Richard Fry                            22,222          *            22,222        22,222     *    
Swanson Estates                       184,086          *           184,086       184,086     *    
Filter International Corporation        8,279          *             8,279         8,279     *    
Irwin Brown                             7,547          *             7,547         7,547     *    
Sean McNamara                          81,551          *            81,551        81,551     *    
RER Corporation                        33,333          *            33,333        33,333     *    
Albert Millstein                       33,333          *            33,333        33,333     *    
Rhoda Chase                           110,000          *           110,000       110,000     *    
Martin Lerner                          66,667          *            66,667        66,667     *    
Putnam Investment Corporation          16,667          *            16,667        16,667     *    
World Financial Exchange, Inc.        109,999          *           109,999       109,999     *    
John Livingston                         4,077          *             4,077         4,077     *    
Weiss Capital Group, LLC               66,667          *            66,667        66,667     *    
Martin Chopp                           40,775          *            40,775        40,775     *    
Schon Family Foundation                33,333          *            33,333        33,333     *    
Scott and Amy Koppelman JTROS          50,000          *            50,000        50,000     *    
Jay Kestenbaum                         33,333          *            33,333        33,333     *    
Glenn Fishman                          20,000          *            20,000        20,000     *    
Bernard Cohen                          10,000          *            10,000        10,000     *    
Jay Fialkoff                           66,667          *            66,667        66,667     *    
Michael Bollag                         66,667          *            66,667        66,667     *    
Harold Altman                          20,000          *            20,000        20,000     *    
Jacob and Channah Borenstein           33,333          *            33,333        33,333     *    
Gail Mulvihill                        100,000          *           100,000       100,000     *    
Barington Capital Group               100,000          *           100,000       100,000     *    
Mark Honigsfeld  Rev. Living Trust     66,667          *            66,667        66,667     *    
Paul Saunders                         100,000          *           100,000       100,000     *    
Oscar Rosenberg                         7,547          *             7,547         7,547     *    
Optic Express                          30,667          *            30,667        30,667     *    

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                                                                [Download Table]
                                                                                
Emile Mimran c/f Carolyn M                  12,000   *     12,000     12,000   *
Emile Mimran c/f Reina Mimran               12,000   *     12,000     12,000   *
Emile Mimran c/f Adam Mimran                12,000   *     12,000     12,000   *
Estate of Phyllis Trenk                    100,000   *    100,000    100,000   *
Paul Friedman                               12,667   *     12,667     12,667   *
Martin Sirotkin                             66,667   *     66,667     66,667   *
Ethel Sirotkin R/T                          66,667   *     66,667     66,667   *
Judith Boim                                 16,667   *     16,667     16,667   *
James D. Wolfensohn                        333,333   *    333,333    333,333   *
Jerry Finkelstein                           68,000   *     68,000     68,000   *
Ann Oestricher                              66,667   *     66,667     66,667   *
Aaron Shpayher                              30,000   *     30,000     30,000   *
Robert B. Meares Retirement Plan           100,000   *    100,000    100,000   *
Harry & Susan Dubow                          8,158   *      8,158      8,158   *
Susan Dubow                                  8,158   *      8,158      8,158   *
Michael Vail                                 4,077   *      4,077      4,077   *
New America Network, Inc.                1,725,000  4%  1,500,000  1,725,000  4%
Robert Milstein                             12,150   *     12,150     12,150   *
Richard & Grace Johnson                      8,125   *      8,125      8,125   *
Neil Leibman                                 2,038   *      2,038      2,038   *
Harusy & Susan Mininberg                   100,000   *    100,000    100,000   *
Joseph Giamonco                            100,000   *    100,000    100,000   *
The Lionel Trust                           133,333   *    133,333    133,333   *
L.F. Global Investments                    148,334   *    148,334    148,334   *
Michelle Kain                               95,000   *     95,000     95,000   *
JLV Investments                             33,333   *     33,333     33,333   *
Raymond and Susan Drapkin                   66,667   *     66,667     66,667   *
L&H Family Foundation                       20,000   *     20,000     20,000   *
Simon & Leah Barber                         26,667   *     26,667     26,667   *
John & Biancotti Sandell                    33,333   *     33,333     33,333   *
Peter Hand                                   4,077   *      4,077      4,077   *
Roman Kent                                  33,333   *     33,333     33,333   *
Academy Partners                            66,667   *     66,667     66,667   *
Melvin Katten                               33,333   *     33,333     33,333   *
JBA International, Inc. Retirement Plan     16,667   *     16,667     16,667   *
Joel & Shana Blumberg                       16,667   *     16,667     16,667   *
Barry Ogrin                                 15,000   *     15,000     15,000   *
Frederick Todd                             131,100   *    131,100    131,100   *
Philip & Janice Sirianni                    40,775   *     40,775     40,775   *
Paul Sirotkin                               66,667   *     66,667     66,667   *
Larry Dorfman                               66,667   *     66,667     66,667   *
Jack Forgash                                23,333   *     23,333     23,333   *
Ruth Robles                                  5,000   *      5,000      5,000   *
Irma Cruz-Quinones                           1,500   *      1,500      1,500   *
Diane Vanderlinden                           2,000   *      2,000      2,000   *
Gil Jackson                                  5,000   *      5,000      5,000   *
Ronald Johnson                               4,500   *      4,500      4,500   *
Deborah Cook                                10,000   *     10,000     10,000   *
Martin A. Bell                             100,000   *    100,000    100,000   *
Alison Brown                                25,000   *     25,000     25,000   *
Jonathan  Turkel                            36,000   *     36,000     36,000   *

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                                                                [Download Table]
                                                                                
Andrew Plevin                             18,000    *     18,000     18,000   * 
Louis Herlands                             6,000    *      6,000      6,000   * 
Leonard Katz                              36,000    *     36,000     36,000   * 
David Nachamie                             5,000    *      5,000      5,000   * 
Engex, Inc.                              150,000    *    150,000    150,000   * 
D.H. Blair Investment Banking          2,214,967   6%  2,214,967  2,214,967  6% 
Lorraine Hickson                           2,500    *      2,500      2,500   * 
OTATO Limited Partnership                203,878    *    203,878    203,878   * 
David Shamilzadeh                         50,000    *     50,000     50,000   * 
Sage Capital Investments Limited          81,551    *     81,551     81,551   * 
John & Jean Echternach                     8,155    *      8,155      8,155   * 
Herman Howard                             66,667    *     66,667     66,667   * 
Ruki Renov                               166,667    *    166,667    166,667   * 
Ruki Renov c/f Benjamin Renov            109,804    *    109,804    109,804   * 
Ruki Renov c/f Emily Renov               109,804    *    109,804    109,804   * 
Ruki Renov c/f Yael Renov                109,804    *    109,804    109,804   * 
Ruki Renov c/f Ari Renov                 109,804    *    109,804    109,804   * 
Ruki Renov c/f Yoni Renov                109,804    *    109,804    109,804   * 
Ruki Renov c/f Eli Renov                 109,804    *    109,804    109,804   * 
Tani Family Partnership                  109,804    *    109,804    109,804   * 
Tova Family Partnership                  109,804    *    109,804    109,804   * 
Esther Stahler c/f Lisa  Stahler         109,804    *    109,804    109,804   * 
Esther Stahler c/f Jamie Stahler         109,804    *    109,804    109,804   * 
Esther Stahler c/f Eli Stahler            66,667    *     66,667     66,667   * 
Esther Stahler c/f David Stahler         109,804    *    109,804    109,804   * 
Esther Stahler c/f Daniel Stahler        109,804    *    109,804    109,804   * 
Esther Stahler c/f Avi Stahler           109,804    *    109,804    109,804   * 
Gitel Family Limited Partnership          66,667    *     66,667     66,667   * 
Sigmund Freundlich                        50,000    *     50,000     50,000   * 
Felice Gross                              42,000    *     42,000     42,000   * 
Ace Investments                           33,333    *     33,333     33,333   * 
Jack Burstein                             30,667    *     30,667     30,667   * 
Stifel Nicolaus c/f Hanna Bresler         33,333    *     33,333     33,333   * 
Stifel Nicolaus c/f Bresler & Bresler     33,333    *     33,333     33,333   * 
Arnold Kling                             102,200    *    100,000    102,200   * 
Raymond Reaback                           25,000    *     25,000     25,000   * 
Louis Reaback                             25,000    *     25,000     25,000   * 
Miriam Stern                              33,333    *     33,333     33,333   * 
Tom Grant                                 10,000    *     10,000     10,000   * 
Mary Sandell                              26,667    *     26,667     26,667   * 
David & Gabriella Gandara Sandell         20,000    *     20,000     20,000   * 
Morris Friedman                           30,000    *     30,000     30,000   * 
Louis Weisbach                            16,667    *     16,667     16,667   * 
Zakeni Limited                           203,878    *    203,878    203,878   * 
Karen Seeman                              12,232    *     12,232     12,232   * 
Blair Ventures-Fund I, Inc.            6,240,000  16%  6,240,000  6,240,000  16%
Thomas Settineri                         750,000   2%    750,000    750,000   2%
Gary Levi                                250,000    *    250,000    250,000   * 
Goldplate Holdings                       198,950    *    198,950    198,950   * 
Marian Morrison                            7,547    *      7,547      7,547   * 

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*     Less than one percent                                                     

(1) percentages are based on 38,915,596 shares of our common stock outstanding  
as of February 21, 2001.                                                        

PLAN OF DISTRIBUTION

The Selling Stockholders and any of their pledgees, assignees and   
successors-in-interest may, from time to time, sell any or all of their shares  
of common stock on any stock exchange, market or trading facility on which the  
shares are traded or in private transactions. These sales may be at fixed or    
negotiated prices. The Selling Stockholders may use any one or more of the      
following methods when selling shares:                                          

o     ordinary brokerage transactions and transactions in which the 
broker-dealer solicits purchasers;                      

  o     block trades in which the broker-dealer will attempt to sell the
          shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;             

o     purchases by a broker-dealer as principal and resale by the   
broker-dealer for its account;                          

o     an exchange distribution in accordance with the rules of the  
applicable exchange;                                    

o     privately negotiated transactions;                            

o     short sales;                                                  

  o     broker-dealers may agree with the Selling Stockholders to sell a
        specified number of such shares at a stipulated price per share;

o     a combination of any such methods of sale; and                

o     any other method permitted pursuant to applicable law.        

  The Selling Stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.                

    The Selling Stockholders may also engage in short sales against the box,
puts and calls and other transactions in our securities or derivatives of our   
securities and may sell or deliver shares in connection with these trades. The  
Selling Stockholders may pledge their shares to their brokers under the margin  
provisions of customer agreements. If a Selling Stockholder defaults on a margin
loan, the broker may, from time to time, offer and sell the pledged shares.     

    Broker-dealers engaged by the Selling Stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions 
or discounts from the Selling Stockholders (or, if any broker-dealer acts as    
agent for the purchaser of shares, from the purchaser) in amounts to be         
negotiated. The Selling Stockholders do not expect these commissions and        
discounts to exceed what is customary in the types of transactions involved.    

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The Selling Stockholders and any broker-dealers or agents that are  
involved in selling the shares may be deemed to be "underwriters" within the    
meaning of the Securities Act in connection with such sales. In such event, any 
commissions received by such broker-dealers or agents and any profit on the     
resale of the shares purchased by them may be deemed to be underwriting         
commissions or discounts under the Securities Act.                              

     We are required to pay all fees and expenses incident to the registration
of the shares, including fees and disbursements of counsel to the Selling       
Stockholders. We have agreed to indemnify the Selling Stockholders against      
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.                                                                 

INTERESTS OF NAMED EXPERTS AND COUNSEL

Neither the company's counsel, nor any of the experts named in this 
registration statement as having prepared or certified any part hereof, had, or 
is to receive in connection with this offering, a substantial interest, direct  
or indirect, in the company or any of its subsidiaries.                         

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING INFORMATION

You should read the following selected financial information in     
conjunction with our consolidated financial statements and related notes        
thereto and "Management's Discussion and Analysis of Financial Condition and    
Results of Operations" included elsewhere in this Report. The statement of      
operations data for the last three years ended September 30, and for the        
three month period ended December 31, 2000, and the balance sheet data as of    
September 30, 2000, 1999 and 1998 and December 31, 2000 are derived from our    
audited financial statements, which are included elsewhere in this Report.      
The statement of operations data for the year ended September 30, 1997 and      
the balance sheet data as of September 30, 1997 are that of Instra Corp., a     
predecessor company, and have been derived from Instra Corp.'s audited          
financial statements that are not included in this Report. We have not          
included financial information for periods prior to September 30, 1997, as      
the prior operations are not meaningful.                                        

                                                        [Enlarge/Download Table]

                                                   YEAR ENDED SEPTEMBER 30,                 
                                              ---------------------------------             
                                            (IN THOUSANDS, EXCEPT PER SHARE DATA)           
                                                2000        1999         1998        1997   
                                              --------    --------     --------    -------- 
CONSOLIDATED STATEMENT OF OPERATIONS DATA:                                                  
                                                                                            
Revenues .........................           $  6,772     $  1,339     $     50    $     -- 
Loss from operations .............            (19,091)        (139)        (166)            
Impairment of investments ........            (19,786)          --           --          -- 
Impairment of intangible asset ...             (3,901)          --           --             
Impairment of investments in and                                                            
  advances to Affiliated Companies             (2,350)          --           --             
Loss on sale of investments ......             (2,328)          --           --          -- 
Gain on sale of subsidiary .......                 --       25,426           --          -- 
Net (loss) income ................            (37,081)       1,612         (219)       (165)
Net (loss) income per share:                                                                
Basic ............................               (.97)         .07         (.03)       (.08)
Diluted ..........................               (.97)         .07         (.03)       (.08)

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                                                        [Enlarge/Download Table]

                                                YEAR ENDED SEPTEMBER 30,                
                                           ---------------------------------            
                                         (IN THOUSANDS, EXCEPT PER SHARE DATA)          
                                             2000        1999         1998        1997  
                                           --------    --------     --------    --------
CONSOLIDATED BALANCE SHEET DATA:                                                        
                                                                                        
Cash and cash equivalents...............    $  2,271   $  7,234     $    792        1   
Investments.............................       6,005     29,475            -        -   
Investments in and advances to                                                          
  Affiliated Companies..................       3,319      2,744            -        -   
Total assets............................      15,707     47,511          986       25   
Convertible debt........................       3,725        990            -        -   
Total stockholders' equity..............       4,692     34,475          923       25   

The fluctuations from 1998 to 1999 and 2000 reflected in the above tables are   
explained in detail in "Management's Discussion and Analysis of Financial       
Condition and Results of Operations" below. The detail descriptions can be found
in the subtitles listed above.                                                  

 SUPPLEMENTARY FINANCIAL INFORMATION

      The supplementary financial information required by Item 503 of Regulation
S-K is included in our consolidated financial statements.                       

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF      
OPERATION                                                                       

     THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE        
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS. THE FOLLOWING DISCUSSION SHOULD
BE READ IN CONJUNCTION WITH OUR AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND   
RELATED NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.                        

OVERVIEW OF THE NATURE OF THE COMPANY'S BUSINESS                                

   WorldWide Web NetworX Corporation is a holding company that enters into
joint ventures with or acquires ownership interests in off-line                 
business-to-business companies in order to migrate the traditional business     
transactions of those companies onto the Internet, new business-to-business     
opportunities which improve the efficiency of transactions, and to make other   
opportunistic investments.                                                      

PLAN OF OPERATIONS                                                              

   On September 1, 2000, new management came to the Company. The immediate
focus of the new management team was on rationalizing the operating expenses and
assessing the value-creating potential of our affiliated companies. Their intent
was to reduce operating expenses, thereby conserving working capital, while     
evaluating the investments