SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KRUGER WARREN F

(Last)

(First)

(Middle)

1613 EAST 15TH STREET

(Street)

TULSA

74120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PALWEB CORP [ PLWB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2002

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/08/2003		J⁽¹⁾		630,000	A	$1.4286	649,000	I	Yorktown Management & Financial Services, L.L.C.
Common Stock	01/28/2003		P⁽²⁾		4,500	A	$0.67	104,500	I	minor children
Common Stock								274,592	D
Common Stock, $.0001 par	09/08/2003		C		4,015,886	A	$1.4286	5,809,688⁽⁵⁾	I	Westgate Capital Company, L.L.C.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series 2001 12% Cumulative Convertible Senior Pref Stock	$1.4286	01/21/2002		P		52,268		01/21/2002	⁽³⁾	Common Stock	365,876	$10	573,698	I	Westgate Investments Limited Partnership
Common Stock Purchase Warrants⁽⁶⁾	$5	01/21/2002		P		313,608		01/21/2002	01/21/2006	Common Stock	313,608	⁽⁴⁾	3,442,188	I	Westgate Investments Limited Partnership
Series 2001 12% Cumulative Convertible Senior Pref Stock	$1.4286	09/08/2003		C			573,698	⁽³⁾	⁽³⁾	Common Stock	4,015,886	$0	0	D

Explanation of Responses:

1. Shares issued in exchange for cancellation of debt owed by the Issuer to the Reporting Person in connection with a loan made to the Issuer by the Reporting Person in the amount of $900,000, using a conversion rate of 1.4285714.

2. Filer disclaims beneficial interest as shares are held indirectly as custodian for the benefit of minor children.

3. Not applicable

4. On January 21, 2002, Westgate Investments Limited Partnership acquired 52,268 shares of the Issuer's Series 2001 12% Cumulative Convertible Senior Preferred Stock (the "2001 Preferred Stock"), and Common Stock Purchase Warrants (the "Warrants") to acquire 313,608 shares of Issuer's common stock for the total purchase price of $522,680. No separate consideration was allocated to the Warrants.

5. Includes common stock dividends paid on 2001 Preferred Stock.

6. In connection with the conversion of the 2001 Preferred Stock , all of the Warrants were cancelled.

Remarks:

The number and price of shares reported herein have been adjusted to reflect the 1 for 50 reverse split of the Issuer's common stock effective June 25, 2002.

	Warren F. Kruger	09/10/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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