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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS PURSUANT TO SECTION 12 (b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
20/20 WEB DESIGN, INC.
(Name of Small Business Issuer in its charter)
Nevada, USA 33-0677140
(State of Incorporation) (IRS Employer Identification No.)
21800 Oxnard Street, #440, Woodland Hills, California 91367
(Address of principal executive offices)
Issuer's Telephone Number, (818) 598-6780
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, with par value of $0.001
(Common Stock)
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20/20 WEB DESIGN, INC.
FORM 10-SB
TABLE OF CONTENTS
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Page
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PART I
Item 1. Description of Business 4
Item 2. Management's Discussion and Analysis or Plan of Operation 17
Item 3. Description of Property 21
Item 4. Security Ownership of Certain Beneficial Owners
and Management 21
Item 5.Directors, Executives Officers, Promoters
and Control Persons 21
Item 6. Executive Compensation 24
Item 7. Certain Relationships and Related Transactions 24
Item 8. Description of Securities. 25
PART II
Item 1. Market Price and Dividends on the Registrant's
Common Equity and Other Shareholder Matters 26
Item 2. Legal Proceedings 26
Item 3. Changes in and Disagreements with Accountants 26
Item 4. Recent Sales of Unregistered Securities 27
Item 5. Indemnification of Directors and Officers 27
PART FS
PART III
Item 1. Index to Exhibits
Articles of Incorporation and Bylaws
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
20/20 Web Design, Inc. (the "Company") was incorporated on August 31,
1995 as "Visioneering Corporation" under the laws of the State of
Nevada, to engage in any lawful corporate undertaking, including, but
not limited to, selected mergers and acquisitions. The Company
subsequently changed its name to "Asiamerica Energy Group, Inc. on
January 12, 1996 and to "Care Financial Group, Inc." on April 29, 1996.
On May 15, 1997, the Company changed its name to "Trump Oil
Corporation." None of the proposed business activities for which the
Company's name was changed produced any revenues or appreciable
business activities by the Company. On March 10, 1999, the Company
entered into a letter of intent with 20/20 Web Design, Inc., a Colorado
corporation, a wholly owned subsidiary of Multi-Source Capital, Ltd.
("MSC"), also a Colorado corporation. The Company entered into an
Agreement and Plan of Reorganization and completed its acquisition of
20/20 Web Design, Inc., with the Company changing its name as a result.
As a result of the merger, MSC became the owner of 80% of the issued
and outstanding shares of the Company. MSC was later acquired by
Telemall Communications, Inc., which subsequently changed its name to
Stein's Holdings, Inc. ("Stein's").
In 1999, the Company continued the business of the Colorado corporation
it had acquired and began to design and maintain web sites for small,
private companies. The Company's clients included a jewelry store, a
gift basket company and certain other small companies. The revenues
received from these operations were minimal and the Company decided to
not continue in this line of business as it did not have the expertise
nor the resources to compete with the many web design firms currently
operating which had greater expertise, experience and resources. The
Company still has an outstanding contract with Image Jewelers, Inc.
whereby the Company is entitled to half of the net profits generated
from sales on its web site (imagejewelry.com) but in 1999 the Company
received no revenue from this agreement. Thus far, in 2000, the
Company has received no revenues from this contract and does not
anticipate receiving any revenues from this agreement.
In December, 1999, the Company formed a wholly owned subsidiary,
Stein's Cake Box ("Cake Box"), a Nevada corporation. The Company
entered into a letter of intent with a bakery operation in Lewisville,
Texas controlled by the Company's president, Randy Sutton. The Company
lent $195,000 to Cake Box in connection with the letter of intent.
Cake Box used the $195,000 to pay for construction of a proposed bakery
operation estimated to cost a total of $750,000. The proposed
construction project was to expand an existing bakery operation located
at the same location, College Connection, Inc. dba Stein's Bakery (the
"Bakery"), also run by Mr. Sutton. The Bakery previously entered into
a letter of intent in early 1999 with Stein's to be acquired by Stein's
upon Stein's raising approximately $1,200,000 to pay off certain loan
obligations of the Bakery. To date, the acquisition of the Bakery by
Stein's has not occurred. The Bakery supplies certain convenience
store and gas mini marts with freshly baked goods, mostly consisting of
doughnuts, muffins and cookies. Cake Box was going to commence
operations and supply freshly baked goods to convenience stores and
mini marts upon completion of its construction project. Commencing in
late 1999, Cake Box began to produce certain freshly baked goods for
these retail mini marts by subcontracting the baked goods from the
Bakery pending the completion of the construction project. In
February, 2000, the Company and the Bakery mutually agreed to cancel
their letter of intent concerning Cake Box. On February 29, 2000, the
Company's president, CEO and director, Randy Sutton, resigned as an
officer and director of both the Company and Stein's. The Bakery has
agreed to repay the Company the $195,000 lent to pay off certain
construction debts of the Bakery although it is uncertain when the
Bakery will be able to repay the loan since the construction project
has not been completed and the Bakery is facing potential legal action
from the contractors and subcontractors whom have not been paid for all
their work to date.
Following the Company's inability to complete its proposed acquisition
of the Bakery, the Company has determined that it will remain inactive
at the present time and seek suitable acquisition candidates. The
Company can be defined as a shell company whose sole purpose at this
time is to locate and consummate a merger or acquisition with a private
entity. As part of its business plan, this Company is filing this
registration statement on Form 10-SB in order to become subject to the
reporting requirements of the Securities Exchange Act of 1934.
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The Company's office is located at 21800 Oxnard Street, Suite 440,
Woodland Hills, California 91367. The contact person is Shahram Khial,
President. The telephone number is (818) 598-6780. The Company's web
site is located at www.2020webdesign.com.
The Company's authorized capital includes 25,000,000 shares of common
stock with a par value of $.001; at December 31, 1999, the end of the
most recent fiscal year, 10,774,787 shares of common stock were
outstanding; at February 29, 2000, 10,774,787 shares were outstanding.
The Company's common stock trades on the NASD Electronic Bulletin Board
under the symbol "TWEB-BB".
The information in the Registration Statement is current as of March 6,
2000, unless otherwise indicated.
The Company's business plan is to seek, investigate, and, if warranted,
acquire one or more properties or businesses, and to pursue other
related activities intended to enhance shareholder value. The
acquisition of a business opportunity may be made by purchase, merger,
exchange of stock, or otherwise, and may encompass assets or a business
entity, such as a corporation, joint venture, or partnership. The
Company has very limited capital, and it is unlikely that the Company
will be able to take advantage of more than one such business
opportunity. The Company intends to seek opportunities demonstrating
the potential of long-term growth as opposed to short-term earnings.
At the present time, the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached any
agreement or definitive understanding with any person concerning an
acquisition. It is anticipated that the Company's Officers and
Directors will contact broker-dealers and other persons with whom they
are acquainted who are involved in corporate finance matters to advise
them of the Company's existence and to determine if any companies or
businesses they represent have an interest in considering a merger or
acquisition with the Company. No assurance can be given that the
Company will be successful in finding or acquiring a desirable business
opportunity, given the lack of any funds available for acquisitions, or
that any acquisition that occurs will be on terms that are favorable to
the Company or its stockholders.
The Company's search will be directed toward small and medium-sized
enterprises which have a desire to become public corporations and which
are able to satisfy, or anticipate in the reasonably near future being
able to satisfy, the minimum asset requirements in order to qualify
shares for trading on NASDAQ or on a stock exchange (See "Investigation
and Selection of Business Opportunities"). The Company anticipates
that the business opportunities presented to it will (i) be recently
organized with no operating history, or a history of losses
attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating difficulties; (iii) be in need of
funds to develop a new product of service or to expand into a new
market; (iv) be relying upon an untested product or marketing concept;
or (v) have a combination of the characteristics mentioned in (i)
through (iv). The Company intends to concentrate its acquisition
efforts on properties or businesses that it believes to be undervalued.
Given the above factors, investors should expect that any acquisition
candidate may have a history of losses or low profitability.
The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its
limited resources. This includes industries such as service, finance,
natural resources, manufacturing, high technology, product development,
medical, communications and others. The Company's discretion in the
selection of business opportunities is unrestricted, subject to the
availability of such opportunities, economic conditions, and other
factors.
As a consequence of this registration of its securities, any entity
which has an interest in being acquired by, or merging into the
Company, is expected to be an entity that desires to become a public
company. In connection with such a merger or acquisition, it is highly
likely that an amount of stock constituting control of the Company
would be issued by the Company or purchased from the current principal
shareholders of the Company by the acquiring entity or its affiliates.
If stock is purchased from the current shareholders, the transaction
is very likely to result in substantial gains to them relative to their
purchase price for such stock. In the Company's judgment, none of its
Officers and Directors would thereby become an underwriter within the
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meaning of the Section 2(11) of the Securities Act of 1933, as amended.
Depending upon the nature of the transaction, the current Officers and
Directors of the Company may resign their management positions with the
Company in connection with the Company's acquisition of a business
opportunity. See "Form of Acquisition", below, and "Risk Factors - The
Company - Lack of Continuity in Management". In the event of such
resignations, the Company's current management would not have any
control over the conduct of the Company's business following the
Company's combination with a business opportunity.
It is anticipated that business opportunities will come to the
Company's attention from various sources, including its Officers and
Directors, its other stockholders, professional advisors such as
attorneys and accountants, securities broker-dealers, venture
capitalists, members of the financial community, and others who may
present unsolicited proposals. The Company has no plans,
understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.
The Company does not foresee that it would enter into a merger or
acquisition transaction with any business with which its Officers or
Directors are currently affiliated. Should the Company determine in
the future, contrary to the foregoing expectations, that a transaction
with an affiliate would be in the best interests of the Company and its
stockholders, the Company is in general permitted by Nevada law to
enter into such a transaction if:
1. The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or are
known to the Board of Directors, and the Board in good faith authorizes
the contract or transaction by the affirmative vote of a majority of
the disinterested directors, even though the disinterested directors
constitute less than a quorum; or
2. The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or
3. The contract or transaction is fair as to the Company as of the
time it is authorized, approved or ratified, by the Board of Directors
or the stockholders.
INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of
the other company's management and personnel, the anticipated
acceptability of new products or marketing concepts, the merit of
technological changes, the perceived benefit the company will derive
from becoming a publicly held entity, and numerous other factors which
are difficult, if not impossible, to analyze through the application of
any objective criteria. In many instances, it is anticipated that the
historical operations of a specific business opportunity may not
necessarily be indicative of the potential for the future because of
the possible need to shift marketing approaches substantially, expand
significantly, change product emphasis, change or substantially augment
management, or make other changes. The Company will be dependent upon
the owners of a business opportunity to identify any such problems
which may exist and to implement, or be primarily responsible for the
implementation of, required changes. Because the Company may
participate in a business opportunity with a newly organized firm or
with a firm which is entering a new phase of growth, it should be
emphasized that the Company will incur further risks, because
management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or
services will likely not be established, and such company may not be
profitable when acquired.
It is anticipated that the Company will not be able to diversify, but
will essentially be limited to one such venture because of the
Company's limited financing. This lack of diversification will not
permit the Company to offset potential losses from one business
opportunity against profits from another, and should be considered an
adverse factor affecting any decision to purchase the Company's
securities. It is emphasized that management of the Company may effect
transactions having a potentially adverse impact upon the Company's
shareholders pursuant to the authority and discretion of the Company's
management to complete acquisitions without submitting any proposal to
the stockholders for their consideration. Holders of the Company's
securities should not anticipate that the Company necessarily will
furnish such holders, prior to any merger or acquisition, with
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financial statements, or any other documentation, concerning a target
company or its business. In some instances, however, the proposed
participation in a business opportunity may be submitted to the
stockholders for their consideration, either voluntarily by such
directors to seek the stockholders advice and consent or because state
law so requires.
The analysis of business opportunities will be undertaken by or under
the supervision of the Company's President, who is not a professional
business analyst. See "Management". Although there are no current
plans to do so, Company management might hire an outside consultant to
assist in the investigation and selection of business opportunities,
and might pay a finder's fee. Since Company management has no current
plans to use any outside consultants or advisors to assist in the
investigation and selection of business opportunities, no policies have
been adopted regarding use of such consultants or advisors, the
criteria to be used in selecting such consultants or advisors, the
services to be provided, the term of service, or regarding the total
amount of fees that may be paid. However, because of the limited
resources of the Company, it is likely that any such fee the Company
agrees to pay would be paid in stock and not in cash. Otherwise, the
Company anticipates that it will consider, among other things, the
following factors:
1. Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
2. The Company's perception of how any particular business opportunity
will be received by the investment community and by the Company's
stockholders;
3. Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a
significant prospect in the foreseeable future of becoming sufficient
to enable the securities of the Company to qualify for listing on an
exchange or on a national automated securities quotation system, such
as NASDAQ, so as to permit the trading of such securities to be exempt
from the requirements of Rule 15c2-6 adopted by the Securities and
Exchange Commission. See "Risk Factors - The Company - Regulation of
Penny Stocks";
4. Capital requirements and anticipated availability of required
funds, to be provided by the Company or from operations, through the
sale of additional securities, through joint ventures or similar
arrangements, or from other sources;
5 The extent to which the business opportunity can be advanced;
6. Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the
industry as a whole;
7. Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;
8. The cost of participation by the Company as compared to the
perceived tangible and intangible values and potential; and
9. The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.
In regard to the possibility that the shares of the Company would
qualify for listing on NASDAQ, the current standards include the
requirements that the issuer of the securities that are sought to be
listed have net tangible assets of at least $4,000,000 or a market
capitalization of $50 million or $950,000 in net income in the latest
fiscal year. Many, and perhaps most, of the business opportunities
that might be potential candidates for a combination with the Company
would not satisfy the NASDAQ listing criteria.
Not one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to
analyze all factors appropriate to each opportunity and make a
determination based upon reasonable investigative measures and
available data. Potentially available business opportunities may occur
in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's
limited capital available for investigation and management's limited
experience in business analysis, the Company may not discover or
adequately evaluate adverse facts about the opportunity to be acquired.
The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific
proposals and the selection of a business opportunity may take several
months or more.
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Prior to making a decision to participate in a business opportunity,
the Company will generally request that it be provided with written
materials regarding the business opportunity containing such items as a
description of products, services and company history; management
resumes; financial information; available projections, with related
assumptions upon which they are based; an explanation of proprietary
products and services; evidence of existing patents, trademarks, or
services marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such
company and its affiliates during relevant periods; a description of
present and required facilities; an analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; audited financial statements, or if they are not
available, unaudited financial statements, together with reasonable
assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 60 days
following completion of a merger transaction; and other information
deemed relevant.
As part of the Company's investigation, the Company's executive
Officers and Directors may meet personally with management and key
personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information provided,
check references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.
It is possible that the range of business opportunities that might be
available for consideration by the Company could be limited by the
impact of Securities and Exchange Commission regulations regarding
purchase and sale of penny stocks. The regulations would affect, and
possibly impair, any market that might develop in the Company's
securities until such time as they qualify for listing on NASDAQ or on
another exchange which would make them exempt from applicability of the
penny stock regulations. See "Risk Factors - Regulation of Penny
Stocks".
Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the
Company to be attractive. These include acquisition candidates
desiring to create a public market for their shares in order to enhance
liquidity for current shareholders, acquisition candidates which have
long-term plans for raising capital through the public sale of
securities and believe that the possible prior existence of a public
market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of
assistance in that process. Acquisition candidates which have a need
for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.
FORM OF ACQUISITION
It is impossible to predict the manner in which the Company may
participate in an business opportunity. Specific business
opportunities will be reviewed as well as the respective needs and
desires of the Company and the promoters of the opportunity and, upon
the basis of that review and the relative negotiating strength of the
Company and such promoters, the legal structure or method deemed by
management to be suitable will be selected. Such structure may
include, but is not limited to leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. The
Company may act directly or indirectly through an interest in a
partnership, corporation or other form of organization. Implementing
such structure may require the merger, consolidation or reorganization
of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the
Company would be the surviving entity. In addition, the present
management and stockholders of the Company most likely will not have
control of a majority of the voting shares of the Company following a
reorganization transaction. As part of such a transaction, the
Company's existing directors may resign and new directors may be
appointed without any vote by stockholders.
It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other
securities of the Company. Although the terms of any such transaction
cannot be predicted, it should be noted that in certain circumstances
the criteria for determining whether or not an acquisition is a so-
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called tax free reorganization under the Internal Revenue Code of 1986
depends upon the issuance to the stockholders of the acquired company
of a controlling interest (i.e., 80% or more) of the common stock of
the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions
rather than other tax free provisions provided under the Internal
Revenue Code, the company's current stockholders would retain in the
aggregate 20% or less of the total issued and outstanding shares. This
could result in substantial additional dilution in the equity of those
who were stockholders of the Company prior to such reorganization. Any
such issuance of additional shares might also be done simultaneously
with a sale or transfer of shares representing a controlling interest
in the Company by the current Officers, Directors and principal
shareholders.
It is anticipated that any new securities issued in any reorganization
would be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In
some circumstances, however, as a negotiated element of the
transaction, the Company may agree to register such securities either
at the time the transaction is consummated, or under certain conditions
or at specified times thereafter. The issuance of substantial
additional securities and their potential sale into any trading market
that might develop in the Company's securities may have a depressive
effect upon such market.
The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms
of such agreement cannot be predicted, generally such an agreement
would require specific representations and warranties by all of the
parties thereto, specify certain events of default, detail the terms of
closing and the conditions which must be satisfied by each of the
parties thereto prior to such closing, outline the manner of bearing
costs if the transaction is not closed, set forth remedies upon
default, and include miscellaneous other terms.
As a general matter, the Company anticipates that it, and/or its
Officers and principal shareholders will enter into a letter of intent
with the management, principals or owners of a prospective business
opportunity prior to signing a binding agreement. Such a letter of
intent will set forth the terms of the proposed acquisition but will
not bind any of the parties to consummate the transaction. Execution
of a letter of intent will by no means indicate that consummation of an
acquisition is probable. Neither the Company nor any of the other
parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the
acquisition as described in the preceding paragraph is executed. Even
after a definitive agreement is executed, it is possible that the
acquisition would not be consummated should any party elect to exercise
any right provided in the agreement to terminate it on specified
grounds.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for
accountants, attorneys and others. If a decision is made not to
participate in a specific business opportunity, the costs incurred in
the related investigation would not be recoverable. Moreover, because
many providers of goods and services require compensation at the time
or soon after the goods and services are provided, the inability of the
Company to pay until an indeterminate future time may make it
impossible to procure goods and services.
INVESTMENT COMPANY ACT AND OTHER REGULATION
The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does
not, however, intend to engage primarily in such activities.
Specifically, the Company intends to conduct its activities so as to
avoid being classified as an investment company under the Investment
Company Act of 1940 (the Investment Act), and to avoid application of
the costly and restrictive registration, regulation and other
provisions of the Investment Act.
Section 3(a) of the Investment Act contains the definition of an
investment company, and it excludes any entity that does not engage
primarily in the business of investing, reinvesting or trading in
securities, or that does not engage in the business of investing,
<PAGE>10
owning, holding or trading investment securities (defined as all
securities other than government securities or securities of majority-
owned subsidiaries) the value of which exceeds 40% of the value of its
total assets (excluding government securities, cash or cash items).
The Company intends to implement its business plan in a manner, which
will result in the availability of this exception from the definition
of an investment company. Consequently, the Company's participation in
a business or opportunity through the purchase and sale of investment
securities will be limited.
The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it
consummates a reorganization as discussed above. Each of these areas
is regulated by the Investment Act, in order to protect purchasers of
investment company securities. Since the Company will not register as
an investment company, stockholders will not be afforded these
protections.
Any securities which the Company might acquire in exchange for its
Common Stock will be "restricted securities" within the meaning of the
Securities Act of 1933, as amended (the Act). If the Company elects to
resell such securities, such sale cannot proceed unless a registration
statement has been declared effective by the Securities and Exchange
Commission or an exemption from registration is available. Section
4(1) of the Act, which exempts sales of securities not involving a
distribution, would in all likelihood be available to permit a private
sale. Although the plan of operation does not contemplate resale of
securities acquired, if such a sale were to be necessary, the Company
would be required to comply with the provisions of the Act to effect
such resale.
An acquisition made by the Company may be in an industry that is
regulated or licensed by federal, state or local authorities.
Compliance with such regulations can be expected to be a time-consuming
and expensive process.
COMPETITION
The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture
capital affiliates of large industrial and financial companies, small
investment companies, and wealthy individuals. Many of these entities
will have significantly greater experience, resources and managerial
capabilities than the Company and will therefore be in a better
position than the Company to obtain access to attractive business
opportunities. The Company also will experience competition from other
public blind pool companies, many of which may have more funds
available than does the Company.
CORPORATE OFFICES
The Company currently occupies office space at 21800 Oxnard Street,
Suite 440, Woodland Hills, California 91367 at no cost to the Company.
The Company's telephone number is (818) 598-6780. Other than this
office, the Company does not currently maintain any other office
facilities, and does not anticipate the need for maintaining additional
office facilities at any time in the foreseeable future. The Company
pays no rent as its majority shareholder provides this space at no cost
to the Company.
EMPLOYEES
The Company currently has no employees. Management of the Company
expects to use consultants, attorneys and accountants as necessary, and
does not anticipate a need to engage any full-time employees so long as
it is seeking and evaluating business opportunities. The need for
employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in specific
business opportunities.
RISK FACTORS
Current and prospective shareholders should carefully consider the
following risk factors, together with the other information contained
in this Form 10-SB, in evaluating the Company and its business. In
particular, readers should note that this Form 10-SB contains forward-
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1996 and that actual results could differ
materially from those contemplated by such statements. The factors
listed below represent certain important factors the Company believes
<PAGE>11
could cause such results to differ. These factors are not intended to
represent a complete list of the general or specific risks that may
affect the Company. It should be recognized that other risks may be
significant, presently or in the future, and the risks set forth below
may affect the Company to a greater extent than indicated.
CONFLICTS OF INTEREST. Certain conflicts of interest exist between the
Company and its Officers and Directors. They have other business
interests to whom they devote their attention, and they may be expected
to continue to do so in the future. As a result, conflicts of interest
may arise that can be resolved only through their exercise of such
judgment as is consistent with their fiduciary duties to the Company.
See Management, and Conflicts of Interest.
It is anticipated that Company's Officers and Directors may actively
negotiate or otherwise consent to the purchase of a portion of their
common stock as a condition to, or in connection with, a proposed
merger or acquisition transaction. In this process, the Company's
Officers and Directors may receive a substantial premium to acquire
their shares in a merger or acquisition transaction and could consider
their own personal pecuniary benefit rather than the best interests of
other Company shareholders, and the other Company shareholders are not
expected to be afforded the opportunity to approve or consent to any
particular stock buy-out transaction. See "Conflicts of Interest".
NEED FOR ADDITIONAL FINANCING. The Company has very limited cash funds
and it may be impossible to take advantage of any available business
opportunities. The Company cannot rely on the repayment of the loan
made to Cake Box as being repaid in the near future, if at all. Even
if the lack of funds does not hinder the acquisition of an interest in,
or complete a transaction with, a business opportunity, the Company
will not, in all likelihood, have enough capital to exploit the
opportunity. Accordingly, the ultimate success of the Company may
depend upon its ability to raise additional capital. The Company has
not investigated the availability, source, or terms that might govern
the acquisition of additional capital and will not do so until it
determines a need for additional financing. If additional capital is
needed, there is no assurance that funds will be available from any
source or, if available, that the funds can be obtained on terms
acceptable to the Company. If not available, the Company's operations
will be limited to those that can be financed with its debt/equity
securities.
REGULATION OF PENNY STOCKS. The Company's securities are subject to a
Securities and Exchange Commission rule that imposes special sales
practice requirements upon broker-dealers who sell such securities to
persons other than established customers or accredited investors. For
purposes of the rule, the phrase Accredited investors means, in general
terms, institutions with assets in excess of $5,000,000, or individuals
having a net worth in excess of $1,000,000 or having an annual income
that exceeds $200,000 (or that, when combined with a spouse's income,
exceeds $300,000). For transactions covered by the rule, the broker-
dealer must make a special suitability determination for the purchaser
and receive the purchaser's written agreement to the transaction prior
to the sale. Consequently, the rule may affect the ability of broker-
dealers to sell the Company's securities and also may affect the
ability of purchasers in this offering to sell their securities.
In addition, the Securities and Exchange Commission has adopted a
number of rules to regulate Penny stocks. Such rules include Rules
3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and 15g-7 under the
Securities Exchange Act of 1934, as amended. Because the securities of
the Company may constitute Penny stocks within the meaning of the
rules, the rules would apply to the Company and to its securities. The
rules may further affect the ability of owners of Shares to sell the
securities of the Company.
Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has
suffered in recent years from patterns of fraud and abuse. Such
patterns include (i) control of the market for the security by one or a
few broker-dealers that are often related to the promoter or issuer;
(ii) manipulation of prices through prearranged matching of purchases
and sales and false and misleading press releases; (iii) boiler room
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differentials and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a
<PAGE>12
desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses. The Company's management
is aware of the abuses that have occurred historically in the penny
stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines
of practical limitations to prevent the described patterns from being
established with respect to the Company's securities.
LIMITED OPERATING HISTORY. The Company was formed on August 31, 1995
for the purpose of engaging in any lawful activity; however, the
Company has limited operating history, minimal revenues from
operations, and limited assets. The Company faces all of the risks of
a new business and the special risks inherent in the investigation,
acquisition, or involvement in a new business opportunity. The Company
must be regarded as a new or start-up venture with all of the
unforeseen costs, expenses, problems, and difficulties to which such
ventures are subject.
NO ASSURANCE OF SUCCESS OR PROFITABILITY. There is no assurance that
the Company will acquire a favorable business opportunity. Even if the
Company should become involved in a business opportunity, there is no
assurance that it will generate revenues or profits, or that the market
price of the Company's Common Stock will be increased thereby.
POSSIBLE BUSINESS NOT IDENTIFIED AND HIGHLY RISKY. The Company has not
identified and has no commitments to enter into or acquire a specific
business opportunity and therefore can disclose the risks and hazards
of a business or opportunity that it may enter into in only a general
manner, and cannot disclose the risks and hazards of any specific
business or opportunity that it may enter into. A shareholder can
expect a potential business opportunity to be quite risky. The
Company's acquisition of or participation in a business opportunity
will likely be highly illiquid and could result in a total loss to the
Company and its stockholders if the business or opportunity proves to
be unsuccessful. See "ITEM 1 Description of Business".
TYPE OF BUSINESS ACQUIRED. The type of business to be acquired may be
one that desires to avoid effecting its own public offering and the
accompanying expenses, delays, uncertainties, and federal and state
requirements which purport to protect investors. Because of the
Company's lack of capital, it is more likely than not that any
acquisition by the Company will involve other parties whose primary
interest is the acquisition of control of a publicly traded company.
Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.
IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION. The Company's lack of
funds and the lack of full-time management will likely make it
impracticable to conduct a complete and exhaustive investigation and
analysis of a business opportunity before the Company commits its
capital or other resources thereto. Management decisions, therefore,
will likely be made without detailed feasibility studies, independent
analysis, market surveys and the like which, if the Company had more
funds available to it, would be desirable. The Company will be
particularly dependent in making decisions based upon information
provided by the promoter, owner, sponsor, or others associated with the
business opportunity seeking the Company's participation. A
significant portion of the Company's available funds may be expended
for investigative expenses and other expenses related to preliminary
aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired.
LACK OF DIVERSIFICATION. Because of the lack of financial resources
that the Company has, it is unlikely that the Company will be able to
diversify its acquisitions or operations. The Company's probable
inability to diversify its activities into more than one area will
subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated with
the Company's operations.
POSSIBLE RELIANCE UPON UNAUDITED FINANCIAL STATEMENTS. The Company
generally will require audited financial statements from companies that
it proposes to acquire. No assurance can be given, however, that
audited financials will be available to the Company. In cases where
audited financials are unavailable, the Company will have to rely upon
unaudited information received from target companies management that
has not been verified by outside auditors. The lack of the type of
independent verification which audited financial statements would
provide increases the risk that the Company, in evaluating an
<PAGE>13
acquisition with such a target company, will not have the benefit of
full and accurate information about the financial condition and
operating history of the target company. This risk increases the
prospect that the acquisition of such a company might prove to be an
unfavorable one for the Company or the holders of the Company's
securities.
Moreover, the Company will be subject to the reporting provisions of
the Securities Exchange Act of 1934, as amended (the Exchange Act), and
thus will be required to furnish certain information about significant
acquisitions, including audited financial statements for any business
that it acquires. Consequently, acquisition prospects that do not
have, or are unable to provide reasonable assurances that they will be
able to obtain, the required audited statements would not be considered
by the Company to be appropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable. Should the
Company, during the time it remains subject to the reporting provisions
of the Exchange Act, complete an acquisition of an entity for which
audited financial statements prove to be unobtainable, the Company
would be exposed to enforcement actions by the Securities and
Exchange Commission (the Commission) and to corresponding
administrative sanctions, including permanent injunctions against the
Company and its management. The legal and other costs of defending a
Commission enforcement action are likely to have material, adverse
consequences for the Company and its business. The imposition of
administrative sanctions wold subject the Company to further adverse
consequences.
In addition, the lack of audited financial statements would prevent the
securities of the Company from becoming eligible for listing on NASDAQ,
the automated quotation system sponsored by the National Association of
Securities Dealers, Inc., or on any existing stock exchange. Moreover,
the lack of such financial statements is likely to discourage broker-
dealers from becoming or continuing to serve as market makers in the
securities of the Company. Without audited financial statements, the
Company would almost certainly be unable to offer securities under a
registration statement pursuant to the Securities Act of 1933, and the
ability of the Company to raise capital would be significantly limited
until such financial statements were to become available.
OTHER REGULATION. An acquisition made by the Company may be of a
business that is subject to regulation or licensing by federal, state,
or local authorities. Compliance with such regulations and licensing
can be expected to be a time-consuming, expensive process and may limit
other investment opportunities of the Company.
DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT. The
Company currently has three individuals who serve as its Officers and
Directors. The Company will be heavily dependent upon their skills,
talents, and abilities to implement its business plan, and may, from
time to time, find that the inability of the Officers and Directors to
devote their full time attention to the business of the Company results
in a delay in progress toward implementing its business plan.
Furthermore, since only three individuals are serving as the Officers
and Directors of the Company, it will be entirely dependent upon their
experience in seeking, investigating, and acquiring a business and in
making decisions regarding the Company's operations. See Management.
Because investors will not be able to evaluate the merits of possible
business acquisitions by the Company; they should critically assess the
information concerning the Company's Officers and Directors.
LACK OF CONTINUITY IN MANAGEMENT. The Company does not have an
employment agreement with its Officers and Directors, and as a result,
there is no assurance that they will continue to manage the Company in
the future. In connection with acquisition of a business opportunity,
it is likely the current Officers and Directors of the Company may
resign. A decision to resign will be based upon the identity of the
business opportunity and the nature of the transaction, and is likely
to occur without the vote or consent of the stockholders of the
Company.
INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Company's Articles of
Incorporation provide for the indemnification of its Directors,
Officers, employees, and agents, under certain circumstances, against
attorney's fees and other expenses incurred by them in any litigation
to which they become a party arising from their association with or
activities on behalf of the Company. The Company will also bear the
expenses of such litigation for any of its Directors, Officers,
employees, or agents, upon such person promise to repay the Company if
<PAGE>14
it is ultimately determined that any such person shall not have been
entitled to indemnification. This indemnification policy could result
in substantial expenditures by the Company, which it will be unable to
recoup.
DEPENDENCE UPON OUTSIDE ADVISORS. To supplement the business
experience of its Officers and Directors, the Company may be required
to employ accountants, technical experts, appraisers, attorneys, or
other consultants, or advisors. The selection of any such advisors
will be made by the Company's President without any input from
stockholders. Furthermore, it is anticipated that such persons may be
engaged on an as needed basis without a continuing fiduciary or other
obligation to the Company. In the event the President or the Company
considers it necessary to hire outside advisors, he may elect to hire
persons who are affiliates, if they are able to provide the required
services.
LEVERAGED TRANSACTIONS. There is a possibility that any acquisition of
a business opportunity by the Company may be leveraged, i.e., the
Company may finance the acquisition of the business opportunity by
borrowing against the assets of the business opportunity to be
acquired, or against the projected future revenues or profits of the
business opportunity. This could increase the Company's exposure to
larger losses. A business opportunity acquired through a leveraged
transaction is profitable only if it generated enough revenues to cover
the related debt and expenses. Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss
of a portion or all of the assets acquired. There is no assurance that
any business opportunity acquired through a leveraged transaction will
generate sufficient revenues to cover the related debt and expenses.
COMPETITION. The search for potentially profitable business
opportunities is intensely competitive. The Company expects to be at a
disadvantage when competing with many firms that have substantially
greater financial and management resources and capabilities than the
Company. These competitive conditions will exist in any industry in
which the Company may become interested.
NO FORESEEABLE DIVIDENDS. The Company has not paid dividends on the
Common Stock and does not anticipate paying such dividends in the
foreseeable future.
LOSS OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS. The Company
may consider an acquisition in which the Company would issue as
consideration for the business opportunity to be acquired an amount of
the Company's authorized but unissued Common Stock that would, upon
issuance, represent the great majority of the voting power and equity
of the Company. The result of such an acquisition would be that the
acquired company's stockholders and management would control the
Company, and the Company's management could be replaced by persons
unknown at this time. Such a merger would result in a greatly reduced
percentage of ownership of the Company by its current shareholders. In
addition, the Company's majority shareholders could sell their control
blocks of stock at a premium price to the acquired company's
stockholders.
The acquisition will, in all probability, be structured as a tax-free
exchange under the Internal Revenue Code of 1986 to accommodate the
shareholders of the shareholders of the business entity to be acquired.
Of so structured, the Company's shareholders will not be impacted
either positively or negatively.
SHARES ELIGIBLE FOR FUTURE SALE. Sales of a substantial number of
shares of the Company's common stock in the public market could
adversely affect the market price of the 10,774,787 shares outstanding
at December 31, 1999, 2,154,787 shares of common stock are free
tradable. 8,620,000 shares of common stock are eligible for sale in the
public market, subject to compliance with Rule 144 under the Securities
Act of 1933, as amended (the Securities Act). Rule 144 generally
provides that beneficial owners of shares who have held such shares for
one year may sell within a three month period a number of shares not
exceeding the greater of 1% of the total outstanding shares or the
average trading volume of the shares during the four calendar weeks
preceding such sale. The present Officers and Directors own no shares
of the Company's stock. However, all of the officers and directors are
officers and directors of Stein's, the majority shareholder of the
Company and owner of the 8,620,000 shares of restricted stock. Stein's
could sell its stock in accordance with Rule 144 after May 1, 2000
since it will have its shares for at least one year at that time but
Stein's has no intention of selling its shares at the present time. .
<PAGE>15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE
When used in this Form 10-SB, the words anticipated, estimate, expect,
and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks,
uncertainties and assumptions including the possibility that the
Company's will fail to generate projected revenues. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated or projected.
LIQUIDITY AND CAPITAL RESOURCES
The Company was previously in the development stage until late 1999.
Since inception has experienced no significant change in liquidity or
capital resources or stockholders equity other than the receipts of
proceeds from offerings of its capital stock. The Company received
$250,000 from an offering conducted under Rule 504 of Regulation D in
1999. The Company also raised $158,354 from the issuance of 7,200,000
shares of the Company's common stock prior to 1997. In 1997, the
Company raised an additional $345,000 from the sale of its common
stock. The Company's balance sheet as of December 31, 1999 reflects
limited assets and limited liabilities. Further, there exists no
agreements or understandings with regard to loan agreements by or with
the Officers, Directors, principals, affiliates or shareholders of the
Company.
The Company will attempt to carry out its plan of business as discussed
above. The Company cannot predict to what extent its lack of liquidity
and capital resources will hinder its business plan prior to the
consummation of a business combination.
RESULTS OF OPERATIONS
During the period from August 31, 1995 (inception) through December 31,
1999, the Company engaged in limited operations and attempted to
commence operations in a number of different fields, none of which was
ultimately successful or resulted in any appreciable revenues for the
Company. The revenues received by the Company during this period
consisted of $2,500 from its web design and $28,136 in revenues from
the bakery operations resulting in a net loss of $34,910 for the period
ended December 31, 1999.
The Company anticipates that until a business combination is completed
with an acquisition candidate, it will not generate revenues and may
operate at a loss after completing a business combination, depending
upon the performance of the acquired business.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the financial condition, changes in
financial condition and results of operations of the Company for the
fiscal years ended December 31, 1999 and December 31, 1998 should be
read in conjunction with the financial statements of the Company and
related notes included therein.
The Company was incorporated on August 31, 1996 as Visioneering
Corporation. On January 12, 1996 the Company amended its Articles of
Incorporation to change its name to Asiamerica Energy Corporation, to
Care Financial Corporation in April 29, 1996 and to Trump Oil
Corporation on May 15, 1997. In March, 1999, the Company entered into
a letter of intent to acquire 20/20 Web Design, Inc., a Colorado
corporation wholly owned by Stein's Holdings, Inc. fka Multi-Source
Capital, Ltd. As part of that transaction, the Company issued
8,620,000 shares of its common stock to Stein's with the result that
Stein's owns 80% of the issued and outstanding shares of the Company.
The Company also approved a ten-for-one reverse stock split as part of
that transaction.
Since the agreements described above, the Company has financed its
activities through the distribution of equity capital, including
private placements of its common stock resulting in the Company raising
capital of $749,494 from 1995 to the present. The Company used the
proceeds from these offerings to fund its proposed operations, to pay
salaries, to pay general and administrative expenses and any necessary
expenses.
<PAGE>16
The Company will attempt to carry out its business plan as discussed
above. The Company cannot predict to what extent its lack of liquidity
and capital resources will hinder its business plan prior to the
consummation of a business combination.
NEED FOR ADDITIONAL FINANCING
The Company believes that its existing capital will not be sufficient
to meet the Company's cash needs, including the costs of compliance
with the continuing reporting requirements of the Securities Exchange
Act of 1934, as amended. Once a business combination is completed, the
Company's needs for additional financing are likely to increase
substantially.
No commitments to provide additional funds have been made by management
or other stockholders. Accordingly, there can be no assurance that any
funds will be available to the Company to allow it to cover its
expenses.
The Company might seek to compensate providers of services by issuances
of stock in lieu of cash.
ITEM 3 DESCRIPTION OF PROPERTY.
The Company currently occupies office space provided by its majority
shareholder at no cost. The Company believes that its facilities are
sufficient for its needs at the present time. The Company's telephone
number is (818) 598-6780.
ITEM 4 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth, as of the date of this Registration
Statement, the number of shares of Common Stock owned of record and
beneficially by executive Officers, Directors and persons who hold 5.0%
or more of the outstanding Common Stock of the Company. Also included
are the shares held by all executive officers and directors as a group.
</TABLE>
<TABLE>
<CAPTION>
Names and Addresses Number of Shares Percent of
Owned Beneficially Beneficially
Owned Shares
<S> <C> <C>
Cede and Co. 614,118 5.7%
P.O. Box 22
New York NY 10274
Irving M. Einhorn (1) 0 0.0%
11900 Olympic Blvd. Ste 5
Los Angeles, CA 9004
Shahram Khial (1) 0 0.0%
21800 Oxnard Street Ste. 440
Woodland Hills CA 91367
Christopher Burnell (1) 0 0.0%
21800 Oxnard Street Ste. 440
Woodland Hills CA 91367
James H. Smith (1) 0 0.0%
348 Georgetown Ave
San Mateo, CA 94402
Stein's Holdings, Inc. 8,620,000 80.00%
21800 Oxnard Street Ste 440
Woodland Hills CA 91367
</TABLE>
(1) Denotes officer or director - all officers and directors are also
officers and directors of Stein's Holdings, Inc. which is the majority
shareholder of the Company.
<PAGE>17
ITEM NO. 5 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS.
The Directors and executive Officers currently serving the Company are
as follows:
<TABLE>
<CAPTION>
Name Age Position Held and Tenure
<S> <C> <C>
Irving M. Einhorn 58 Director since April 1, 1999
Shahram Khial, Ph.D 49 President and Director since March 1, 2000
James Smith 55 Director since April 1, 1999
Christopher L. Burnell 26 Secretary and Director since Feb. 15, 1999
</TABLE>
The Directors named above will serve until the next annual meeting of
the Company's stockholders. Thereafter, Directors will be elected for
one-year terms at the annual stockholders meeting. Officers will hold
their positions at the pleasure of the Board of Directors, absent any
employment agreement, of which none currently exist or is contemplated.
There is no arrangement or understanding between the Directors and
Officers of the Company and any other person pursuant to which any
Director or Officer was or is to be selected as a Director or Officer
of the Company.
There is no family relationship between or among any Officer and
Director.
The Directors and Officers of the Company will devote their time to the
Company's affairs on an as needed basis. As a result, the actual
amount of time which each will devote to the Company's affairs is
unknown and is likely to vary substantially from month to month.
The Company has no audit or compensation committee.
BIOGRAPHICAL INFORMATION
IRVING EINHORN, ESQ.: Mr. Einhorn has been a practicing attorney for
the past 26 years and he is an expert in the field of securities. Mr.
Einhorn's expertise in securities began upon graduation from law school
in 1971 when he joined the Securities and Exchange Commission's Chicago
Regional office as a staff attorney. He was promoted to the position
of Branch Chief in charge of the Enforcement in 1974 and in 1975 to the
position of Senior Trial Counsel where he was responsible for all
litigation conducted by that office. In 1980, Mr. Einhorn transferred
to the Commission's headquarters in Washington, D.C. where for the next
four years he was Assistant Chief Trial Attorney with the Division of
Enforcement's Trial Unit. In this position, Mr. Einhorn was
responsible for prosecuting the Commission's most sensitive and complex
cases. In March, 1984, he was appointed to the position of Regional
Administrator of the Securities and Exchange Commission's Los Angeles
office. In this position, Mr. Einhorn supervised a staff of over 100
persons engaged in performing the Commission's enforcement and
regulatory responsibilities in the states of Arizona, Nevada, Hawaii
and California.
In May, 1989, Mr. Einhorn resigned from the SEC and joined Pacific
Brokerage Services, Inc., a member of the New York Stock Exchange, as
Executive Vice President and General Counsel. While there, he
participated in management of all aspects of the firm's operations on
the New York Stock Exchange. As legal counsel, he directed and
conducted all firm arbitration proceedings and exercised oversight of
the firm's compliance department. In October 1990, Mr. Einhorn entered
the private practice of law, limiting his practice to securities
litigation and the representation of individuals before the SEC. He
has also served as an expert witness in a number of securities cases.
Mr. Einhorn is also an officer and director of Stein's Holdings, Inc.,
majority shareholder of the Company, traded on the OTC Electronic
Bulletin Board under the symbol "SNHS" and a director of National
Healthcare Technology, Inc., traded on the OTC Bulletin Board under the
symbol "NHKT."
In 1968, Mr. Einhorn received a Bachelor of Arts degree from Temple
University. Mr. Einhorn then obtained his Juris Doctorate from
Valparaiso University School of Law in 1971. Mr. Einhorn has received
<PAGE>18
further education by way of the National Institute for Trial Advocacy,
whereby he obtained education in the art of Trial Advocacy and Advanced
Trial Advocacy Skills in 1977 and 1982, respectively.
JAMES H. SMITH: Mr. Smith has over 30 years of experience in
automotive, electronic component manufacturing and distribution, and
pharmaceutical wholesaling. Currently, Mr. Smith is chief operations
officer of Decision Dynamix Corporation. Prior to that, Mr. Smith
served as the president for McKesson Drug Company, which is an $11
billion wholesaler of pharmaceutical and generic products, home health
care, and health and beauty care products. Prior to McKesson, Mr. Smith
served as the president for the world's largest electronic component
distributor, Hamilton Hallmark, which is a division of Avnet, Inc. Mr.
Smith led the consolidation of Hamilton/Avnet with its third largest
competitor, Hallmark Electronics. Mr. Smith also served as corporate
senior vice president of Avnet, Inc.
Mr. Smith spent sixteen years with electronic component manufacturing
companies: Harris Semiconductor, Rockwell Microelectronics, ITT
Semiconductor Components Group, Texas Instruments, and International
Rectifier. Mr. Smith's vast experience stems from holding positions in
sales, sales management, product line marketing, customer services,
advertising, and worldwide sales and marketing with offshore profit and
loss responsibility.
Mr. Smith is also a director of Stein's Holdings, Inc., majority
shareholder of the Company, traded on the OTC Bulletin Board under the
symbol "SNHS" as well as being an officer and director of National
Healthcare Technology, Inc., traded on the OTC Bulletin Board under the
symbol "NHKT."
Mr. Smith graduated from Michigan State University with a Bachelor of
Arts in Economics.
SHAHRAM KHIAL, Ph.D. Dr. Khial was appointed President of the Company
on March 1, 2000. From October 1996 to the present, Dr. Khial was
employed by IPA Preferred of California as vice president of Business
<PAGE>18
Development and Special Corporate Projects. Prior to that, Dr. Khial
occupied the same position at Thrifty Management Services, Inc. From
1990 through April, 1996, Dr. Khial was vice president at HealthCare
Management Resources, Inc. in Santa Ana, California. Mr. Khial has
extensive experience in management and marketing. Dr. Khial also
serves as CEO pf Pars Cultural Foundation, Inc., a non-profit
organization promoting Persian culture, art, music and history.
Dr. Khial is also a director and president of Stein's Holdings, Inc.,
majority shareholder of the Company, traded on the OTC Bulletin Board
under the symbol "SNHS."
Dr. Khial received his doctorate in Educational Administration with an
Emphasis on Program Development, Evaluation, Supervision and Human
Resources Management in 1984 from the University of Utah. Dr. Khial
was a candidate for a Masters in Public Administration at the
University of Tehran from 1977 to 1978. Dr. Khial received his
Bachelor of Arts degree in Law and Political Science from the
University of Tehran.
CHRISTOPHER BURNELL. Mr. Burnell joined the Company as a director in
February, 1999. Mr. Burnell is presently COO of Stein's Holdings,
Inc., majority shareholder of the Company. Mr. Burnell presently is
co-owner of a Play It Again Sports store in Escondido, California. Mr.
Burnell previously held Series 7, 63 and 24 licenses from the National
Association of Securities Dealers, Inc. ("NASD") and worked for several
NASD member firms.
Mr. Burnell is also an officer and director of Stein's Holdings, Inc.,
majority shareholder of the Company, traded on the OTC Bulletin Board
under the symbol "SNHS."
Mr. Burnell attended Southwestern College and Grossmont College.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
As permitted by Nevada law, the Company's Articles of Incorporation
provide that the Company will indemnify its Directors and Officers
against expenses and liabilities they incur to defend, settle, or
satisfy any civil or criminal action brought against them on account of
<PAGE>19
their being or having been Company Directors or officers unless, in any
such action, they are adjudged to have acted with gross negligence or
willful misconduct. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to Directors,
Officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in that Act and is, therefore,
unenforceable.
OTHER PUBLIC SHELL ACTIVITIES
No Officer and/or Director of the Company has any prior involvement
with public shell companies or experience in identifying emerging
companies for investment and/or business combinations.
CONFLICTS OF INTEREST
The Officers and Directors of the Company will devote only a small
portion of their time to the affairs of the Company, estimated to be no
more than approximately 5 hours per month. There will be occasions
when the time requirements of the Company's business conflict with the
demands of their other business and investment activities. Such
conflicts may require that the Company attempt to employ additional
personnel. There is no assurance that the services of such persons
will be available or that they can be obtained upon terms favorable to
the Company.
There is no procedure in place that would allow the Officers and
Directors to resolve potential conflicts in an arms-length fashion.
Accordingly, they will be required to use their discretion to resolve
them in a manner, which they consider appropriate.
The Company's Officers and Directors may actively negotiate or
otherwise consent to the purchase of a portion of Stein's Holdings,
Inc.'s common stock as a condition to, or in connection with, a
proposed merger or acquisition transaction. It is anticipated that a
substantial premium over the initial cost of such shares may be paid by
the purchaser in conjunction with any sale of shares by Stein's which
is made as a condition to, or in connection with, a proposed merger or
acquisition transaction. The fact that a substantial premium may be
paid to Stein's, for which all directors are also directors, to acquire
its shares creates a potential conflict of interest for them in
satisfying their fiduciary duties to the Company and its other
shareholders. Even though such a sale could result in a substantial
profit to Stein's, they would be legally required to make the decision
based upon the best interests of the Company and the Company's other
shareholders, rather than their own personal pecuniary benefit.
ITEM 6. EXECUTIVE COMPENSATION.
No salaries were paid to any officers, director or employees nor was
any stock issued to any officer, director or employee as compensation.
Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at
meeting of the Board of Directors.
The Company has no material bonus or profit-sharing plans pursuant to
which cash or non-cash compensation is or may be paid to the Company's
directors or executive officers.
The Company has no compensatory plan or arrangements, including
payments to be received from the Company, with respect to any executive
officer or director, where such plan or arrangement would result in any
compensation or remuneration being paid resulting from the resignation,
retirement or any other termination of such executive officer's
employment or from a change-in-control of the Company or a change in
such executive officer's responsibilities following a change-in-control
and the amount, including all periodic payments or installments where
the value of such compensation or remuneration exceeds $100,000 per
executive officer.
During the last completed fiscal year, no funds were set aside or
accrued by the Company to provide pension, retirement or similar
benefits for Directors or Executive Officers.
The Company has no written employment agreements.
<PAGE>20
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In March, 1999, the Company approved the issuance of 8,620,000 shares
of its common stock to Stein's Holdings, Inc. fka Multi-Source Capital,
Ltd. as part of the Company's merger and acquisition of 20/20 Web
Design, Inc., a wholly owned subsidiary of Multi-Source Capital, Ltd.
As part of that transaction, the Company changed its name to 20/20 Web
Design, Inc. and its shareholders approved a ten-to-one reverse stock
split of the Company's common stock.
In December, 1999, the Company entered into a letter of intent with
College Connection, Inc. dba Stein's Bakery in Lewisville, Texas, an
entity controlled by Randy Sutton, then President and CEO of the
Company. In connection with this letter of intent, the Company created
a wholly owned subsidiary, Stein's Cake Box, Inc., a Nevada
corporation, and lent it $195,000, which was used to pay certain
construction costs of the bakery plant expansion in Lewisville, Texas.
The Company was unable to raise an additional $550,000 to pay for the
rest of the construction costs and the letter was intent was canceled
by the Company and College Connection. College Connection has agreed
to repay the $195,000 loan but the Company is uncertain as to when the
loan will be repaid, if at all.
No officer, director, promoter, or affiliate of the Company has or
proposes to have any direct or indirect material interest in any asset
proposed to be acquired by the Company through security holdings,
contracts, options, or otherwise.
The Company will adopt a policy under which any consulting or finder's
fee that may be paid to a third party for consulting services to assist
management in evaluating a prospective business opportunity would be
paid in stock or in cash. Accordingly, the Company is unable to
predict whether or in what amount such a stock issuance might be made.
Although management has no current plans to cause the Company to do so,
it is possible that the Company may enter into an agreement with an
acquisition candidate requiring the sale of all or a portion of the
common stock held by the Company's current stockholders to the
acquisition candidates or its principals, or to other individuals or
business entities, or requiring some other form of payment to the
Company's current stockholders, or requiring the future employment of
specified officers and payment of salaries to them. It is more likely
than not that any sale of securities by the Company current
stockholders to an acquisition candidate would be at a price
substantially higher than that originally paid by such stockholders.
Any payment to current stockholders in the context of an acquisition
involving the Company would be determined entirely by the largely
unforeseeable terms of a future agreement with an unidentified business
entity.
ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
The Company's Articles of Incorporation authorize the issuance of
25,000,000 shares of Common Stock, par value $.001. Each record holder
of Common Stock is entitled to one vote for each share held in all
matters properly submitted to the stockholders for their vote.
Cumulative voting for the election of directors is not permitted by the
Amended Articles of Incorporation.
Holders of outstanding shares of Common Stock are entitled to such
dividends as may be declared from time to time by the Board of
Directors out of legally available funds; and, in the event of
liquidation, dissolution or winding up of the affairs of the Company,
holders are entitled to receive, ratably, the net assets of the Company
available to stockholders after distribution is made to the preferred
stockholders, if any, who are given preferred rights upon liquidation.
Holders of outstanding shares of Common Stock have no preemptive,
conversion or redemptive rights. All of the issued and outstanding
shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and
nonassessable. To the extent that additional shares of the Company's
Common Stock are issued, the relative interests of then existing
stockholders may be diluted.
<PAGE>21
REPORTS TO STOCKHOLDERS
The Company plans to furnish its stockholders with an annual report for
each fiscal year containing financial statements audited by its
independent certified public accountants. In the event the Company
enters into a business combination with another company, it is the
present intention of management to continue furnishing annual reports
to stockholders. Additionally, the Company may, in its sole
discretion, issue unaudited quarterly or other interim reports to its
stockholders when it deems appropriate. The Company intends to comply
with the periodic reporting requirements of the Securities Exchange Act
of 1934 for so long as it is subject to those requirements.
<PAGE>22
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED SHAREHOLDER MATTERS
The Company's common stock trades on the NASD Electronic Bulletin Board
in the United States, having the trading symbol "TWEB" and CUSIP
#90136K-103. The common stock commenced trading in April, 1997.
The range of high and low bid information for the Company's common
stock over the last two fiscal years is shown below, by quarter:
<TABLE>
<CAPTION>
High Bid Low Bid
<S> <C> <C>
1st Qtr. 1998 3.1875 1.50
2nd Qtr. 1998 2.25 .25
3rd Qtr. 1998 .50 .125
4th Qtr. 1998 .53125 .1875
1st Qtr. 1999 .375 .25
2nd Qtr. 1999 6.00 2.50
3rd Qtr. 1999 5.00 2.25
4th Qtr. 1999 4.25 3.00
</TABLE>
The NASD provided the above information to the Company. These
quotations may reflect inter-dealer prices without retail mark-up/mark-
down/commission and may not reflect actual transactions. In addition,
in March, 1999, the Company approved a one-for-ten reverse stock split
as part of its acquisition of 20/20 Web Design, Inc. The prices for
the second, third and fourth quarter of 1999 are the high and low bid
prices post-split.
As of December 31, 1999, the Company estimates there are 60 "holders of
record" of its common stock and estimates that there are approximately
75 beneficial shareholders of its common stock.
There are no restrictions that limit the Company's ability to pay
dividends on its common stock. The Company has not declared any
dividends since incorporation and does not anticipate that it will do
so in the foreseeable future. The present policy of the Company is to
retain future earnings for use in the operations and expansion of its
business.
The Company's common stock is issued in registered form. Signature
Stock Transfer, Inc. of Addison, Texas is the registrar and transfer
agent for the common stock.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings, and no
such proceedings are known to be contemplated.
No Director, Officer or affiliate of the Company, and no owner of
record or beneficial owner of more than 5.0% of the securities of the
Company, or any associate of any such Director, Officer or security
holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Not applicable.
<PAGE>23
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Company completed two private
placements in the United States under Rule 504 of Regulation D. The
most recent offering in March, 1999 raised $230,000 by the sale of
1,150,000 (post-split) shares of common stock subscribed for at $.20
per share by 13 investors by prior management. The Company sold the
shares to friends and business acquaintances of the prior officers and
directors. There was no underwriter and no underwriter's discounts or
commissions were paid.
In 1997, Company's prior management issued 1,000,000 (post-split)
shares of its common stock for cash consideration of $345,000 to ten
subscribers under Rule 504 of Regulation D. In 1998, the Company's
prior management issued $19,000 shares of its common stock, valued at
$19,000 to satisfy a corporate debt. The Company relied on an
exemption from registration contained in Section 4(2) of the Securities
Act of 1933, as amended, as an offering not involving the public. The
creditor was provided with access to the Company's books and records
and afforded the opportunity to ask for additional information.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and the Bylaws of the Company, filed as
Exhibits 2.1 and 2.2, respectively, provide that the Company will
indemnify its Officers and Directors for costs and expenses incurred in
connection with the defense of actions, suits, or proceedings where the
Officer or Director acted in good faith and in a manner he reasonably
believed to be in the Company's best interest and is a party by reason
of his status as an Officer or Director, absent a finding of negligence
or misconduct in the performance of duty.
<PAGE>24
PART F/S
The following financial statements required by Item 310 of Regulation S-B are
furnished below
Independent Auditor's Report dated January 10, 2000
Consolidated Balance Sheets as of December 31, 1999 and December 31,
1998
Consolidated Statements of Operations for the years ended December 31,
1999 and December 31, 1998
Consolidated Statement of changes in Stockholders' Equity for the years
ended December 31, 1999 and December 31, 1998
Consolidated Statements of Cash Flows for the years ended December 31,
1999 and December 31, 1998
Notes to Consolidated Financial Statements
<PAGE>25
20/20 WEB DESIGN, INC.
AND CONSOLIDATED SUBSIDIARY
(FORMERLY TRUMP OIL CORPORATION)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Consolidated Balance Sheets 2
Consolidated Statements of Operations 3
Consolidated Statement of Changes in
Stockholders' Equity 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6-12
<PAGE>26
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
20/20 Web Design, Inc. and Subsidiary
Las Vegas, Nevada
We have audited the accompanying consolidated balance sheets of 20/20
Web Design, Inc. and Subsidiary as of December 31, 1999 and 1998, and
the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on the
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of 20/20 Web
Design, Inc. and Subsidiary as of December 31, 1999 and 1998, and the
results of its operations and its cash flows for the years then ended
in conformity with generally accepted accounting principles.
Moffitt & Company, P.C.
Scottsdale, Arizona
January 10, 2000
<PAGE>27
20/20 WEB DESIGN, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
ASSETS
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 237 $ 0
Accounts receivable 28,173 0
-------- -----
TOTAL CURRENT ASSETS 28,410 0
PROPERTY AND EQUIPMENT 480,204 0
OTHER ASSETS
Organization costs,
net of amortization 0 2,513
-------- ------
TOTAL ASSETS $ 508,614 $ 2,513
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
Trade $ 1,403 $ 0
Related entity 312,468 0
---------- --------
TOTAL CURRENT LIABILITIES 313,871 0
STOCKHOLDERS' EQUITY
Common stock
Authorized 25,000,000 shares, par
value $.001 per share
Issued and outstanding - 10,774,787 shares
in 1999 and 1,004,787 shares in 1998 10,775 1,005
Paid-in capital in excess of par value of stock 738,719 521,349
Retained earnings (deficit) ( 554,751) ( 519,841)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 194,743 2,513
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 508,614 $ 2,513
========== ========
</TABLE>
<PAGE>28
20/20 WEB DESIGN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
-------- ---------
<S> <C> <C>
SALES $ 30,636 $ 0
COST OF SALES 27,264 0
--------- ---------
GROSS PROFIT 3,372 0
EXPENSES
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 38,282 11,608
LOSS ON INVESTMENT IN SUBSIDIARY 0 347,833
-------- --------
TOTAL EXPENSES 38,282 359,441
-------- --------
(LOSS) BEFORE INCOME TAXES ( 34,910) ( 359,441)
INCOME TAXES 0 0
-------- --------
NET (LOSS) $ ( 34,910) $ ( 359,441)
======== ========
NET (LOSS) PER COMMON SHARE $ ( .003) $ ( .358)
========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 10,774,787 1,003,737
========== =========
</TABLE>
<PAGE>29
20/20 WEB DESIGN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
Paid in
Number Capital in
Of Excess of
Common Common Par Value Retained
Shares Stock of Stock Earnings
--------- --------- ----------- -----------
<S> <C> <C> <C>
BALANCE, JANUARY 1, 1998 1,002,887 $ 1,003 $ 502,351 $ ( 160,400)
ISSUANCE OF COMMON STOCK
FOR CORPORATION DEBT 1,900 2 18,998 0
NET (LOSS) FOR THE YEAR
ENDED DECEMBER 31, 1998 0 0 0 ( 359,441)
-------- -------- --------- ------------
BALANCE, DECEMBER 31, 1998 1,004,787 1,005 521,349 ( 519,841)
ISSUANCE OF COMMON STOCK
FOR CASH PER PRIVATE
PLACEMENT 1,150,000 1,150 228,850 0
COSTS TO ACQUIRE FINANCING
FOR PRIVATE PLACEMENT 0 0 ( 2,860) 0
ISSUANCE OF COMMON STOCK
FOR 20/20 WEB
DESIGN, INC. 8,620,000 8,620 ( 8,620) 0
NET (LOSS) FOR THE YEAR
ENDED DECEMBER 31, 1999 0 0 0 ( 34,910)
---------- ----- ------- --------
BALANCE, DECEMBER 31, 1999 10,774,787 $ 10,775 $ 738,719 $ ( 554,751)
========== ======== ========== ============
</TABLE>
<PAGE>30
20/20 WEB DESIGN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
---------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ ( 34,910) $ ( 359,441)
Adjustments to reconcile net (loss) to net cash
(used) by operating activities:
Loss on investment 0 347,833
Organization costs 2,513 1,508
Professional fees 0 10,100
Increases (decreases)
Accounts receivable ( 28,173) 0
Accounts payable 28,193 0
---------- ----------
NET CASH FLOWS (USED) BY OPERATING
ACTIVITIES ( 32,377) 0
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment ( 195,000) 0
--------- ----------
NET CASH FLOWS (USED) BY INVESTING
ACTIVITIES ( 195,000) 0
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock 227,140 0
--------- ----------
NET CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES 227,140 0
NET INCREASE IN CASH AND CASH EQUIVALENTS 237 0
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 0 0
CASH AND CASH EQUIVALENTS, END OF YEAR $ 237 $ 0
========== =========
SUPPLEMENTARY DISCLOSURE OF
CASH FLOW INFORMATION
Interest paid $ 0 $ 0
=========== =========
Taxes paid $ 0 $ 0
NON CASH INVESTING AND FINANCING
ACTIVITIES
Issuance of company stock for
20/20 Web Design, Inc. $ 8,620 $ 0
=========== =========
Related party payable for acquisition of
property and equipment $ 285,204 $ 0
=========== =========
Issuance of common stock for
services and payables $ 0 $ 19,000
</TABLE>
<PAGE>31
20/20 WEB DESIGN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
20/20 Web Design, Inc. was incorporated in August 1995 in the state of
Nevada. The corporation is in the business of developing website
designs and managing and acquiring subsidiary corporations.
Stein's Cake Box, Inc. was incorporated in December 1999 in the state
of Nevada. The company is in the business of selling bakery products
to retail establishments in the Dallas, Texas, metropolitan area.
Principles of Consolidation
For 1999, the consolidated financial statements include the accounts of
20/20 Web Design, Inc. and its wholly owned subsidiary, Stein's Cake
Box, Inc.
All material inter-company accounts and transactions have been
eliminated.
Corporation Name Changes
The corporation has changed its name as follows:
1. At date of incorporation - Visioneering Corporation
2. January 12, 1996 - Asiamerica Energy Group, Inc.
3. April 29, 1996 - Care Financial Group, Inc.
4. May 15, 1997 - Trump Oil Corporation
5. April 23, 1999 - 20/20 Web Design, Inc.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the company considers all
highly liquid debt instruments purchased with an original maturity of
three months or less to be cash equivalents.
Accounts Receivable and Allowance for Doubtful Accounts
Uncollectible accounts receivable are written off at the time
management specifically determines them to be uncollectible. At
December 31, 1999, management believed that all accounts receivable
were collectible.
Property and Equipment
Property and equipment are stated at cost. Major renewals and
improvements are charged to the asset accounts while replacements,
maintenance and repairs, which do not improve or extend the lives of
the respective assets, are expensed. At the time property and
equipment are retired or
Property and Equipment (Continued)
otherwise disposed of, the asset and related accumulated depreciation
accounts are relieved of the applicable amounts. Gains or losses from
retirements or sales are credited or charged to income.
At December 31, 1999, the company was not depreciating the property and
equipment as the $480,204 of property and equipment was all
construction in process and the assets were not completed or placed in
service.
Accounting Estimates
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities,
and the reported revenues and expenses. Actual results could vary from
the estimates that were used.
Income Taxes
Provisions for income taxes are based on taxes payable or refundable
for the current year and deferred taxes on temporary differences
between the amount of taxable income and pretax financial income and
between the tax bases of assets and liabilities and their reported
amounts in the financial statements. Deferred tax assets and
liabilities are included in the financial statements at currently
<PAGE>32
enacted income tax rates applicable to the period in which the deferred
tax assets and liabilities are expected to be realized or settled as
prescribed in FASB Statement No. 109, Accounting for Income Taxes. As
changes in tax laws or rate are enacted, deferred tax assets and
liabilities are adjusted through the provision for income taxes.
Net Loss Per Share
The company adopted Statement of Financial Accounting Standards No. 128
that requires the reporting of both basic and diluted earnings per
share. Basic earnings per share is computed by dividing net income
available to common shareowners by the weighted average number of
common shares outstanding for the period. Diluted earnings per share
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common
stock.
NOTE 2 DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The company has financial instruments, none of which are held for
trading purposes. The company estimates that the fair value of all
financial instruments at December 31, 1999 and 1998, as defined in FASB
107, does not differ materially from the aggregate carrying
values of its financial instruments recorded in the accompanying
balance sheet. The estimated fair value amounts have been determined
by the company using available market information and appropriate
valuation methodologies. Considerable judgement is required in
interpreting market data to develop the estimates of fair value, and
accordingly, the estimates are not necessarily indicative of the
amounts that the company could realize in a current market exchange.
NOTE 3 PROPERTY AND EQUIPMENT
At December 31, 1999, the property and equipment consisted of
construction in process on the building space next to Stein's Bakery.
Stein's Cake Box, Inc. is negotiating for a lease on this space. As of
the date of this report, a final lease has not been consummated. If a
lease is not signed, the company could incur a loss on the nonrecovery
of the funds expended for the construction.
There is no depreciation for the years ended December 31, 1999 and
1998.
NOTE 4 ACCOUNTS PAYABLE, RELATED ENTITY
The accounts payable, related entity, is due to College Connection,
In., DBA Stein's Bakery, for the following:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Purchases of bakery products $ 27,264 $ 0
Construction in process for funds due to the
contractor (College Connection, Inc. signed
the construction contract) 285,204 0
Total $ 312,468 $ 0
NOTE 5 INCOME TAXES
1999 1998
(Loss) from continuing operations before
income taxes $( 34,910) $ ( 359,441)
The provision for income taxes is
estimated as follows:
Currently payable 0 $ 0
Deferred $ 0 $ 0
A reconciliation of the provision
for income taxes compared with the amounts
at the Federal Statutory rate was as follows:
Income taxes computed at statutory federal rates $ 0 $ 0
Income tax per books $ 0 $ 0
<PAGE>33
Deferred income tax asset and liabilities reflect the
impact of temporary differences between amounts
of assets and liabilities for financial reporting purposes
and the basis of such assets and liabilities as measured
by tax laws.
The net deferred tax is: $ 0 $ 0
The net deferred tax liability is: $ 0 $ 0
</TABLE>
Temporary differences and carryforwards that give rise to
deferred tax assets and liabilities included the following:
<TABLE>
<CAPTION>
Deferred Tax
Assets Liabilities
<S> <C> <C>
Net operating loss $ 19,300 $ 0
Less valuation allowance 19,300 0
Net $ 0 $ 0
A reconciliation of the valuation allowance is as follows:
Balance, beginning of year $77,976 $ 0
Less adjustment for limitation due to merger ( 63,876) 0
Addition for year 5,200 77,976
Balance, end of year $ 19,300 $ 77,976
</TABLE>
NOTE 6 TAX CARRYFORWARDS
The corporation has the following net operating loss carryforwards:
Year Amount Expiration Date
1998 $ 94,200 2018
1999 34,432 2019
$ 128,632
NOTE 7 PRIVATE PLACEMENT OFFERING
In March 1999, the company had a private placement for 11,500,000
(1,150,000 after 10-1 stock split) shares of common stock at $0.02 per
share. All of the shares were sold and the company realized $230,000
less $2,860 of costs.
NOTE 8 STOCK OPTIONS
The company does not have any stock options outstanding at December 31,
1999 and 1998.
NOTE 9 BUSINESS COMBINATION
On March 30, 1999, the company completed a merger with 20/20 Web
Design, Inc. by exchanging 8,620,000 shares of section 144 restricted
common stock for 100% of the outstanding shares of 20/20 Web Design,
Inc.
The merger has been accounted for as a pooling of interest (reverse
acquisition as defined by the Securities and Exchange Commission) and
the company recorded the merger as follows:
Increase in common stock
8,620,000 shares @ $.001 par value $ 8,620
Decrease in paid-in capital 8,620
After the merger, the company changed its name to 20/20 Web Design,
Inc.
The following unaudited information presents certain income statement
data of the separate companies for the periods preceding the merger:
1999 1998
Net sales
Trump Oil Corporation $ 2,500 $ 0
20/20 Web Design, Inc. 0 0
Net (loss)
Trump Oil Corporation ( 12,000) ( 359,441)
20/20 Web Design, Inc. 0 0
There were no material transactions between Trump Oil Corporation and
20/20 Web Design, Inc. prior to the merger. The effects of conforming
20/20 Web Design, Inc.'s accounting policies to those of Trump Oil
Corporation were not material.
NOTE 10 ECONOMIC DEPENDENCY IN 1999
Sales
98.3% of the Stein Cake Box, Inc.'s sales are to one customer.
<PAGE>34
20/20 WEB DESIGN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
NOTE 10 ECONOMIC DEPENDENCY IN 1999 (CONTINUED)
Cost of Goods Sold
Stein Cake Box, Inc. purchases all of its baked goods from one
supplier, Stein's Bakery.
NOTE 11 INSURANCE
Stein's Cake box does not carry liability or worker's compensation
insurance.
NOTE 12 SEGMENT REPORTING FOR 1999
The company has two reportable segments:
20/20 Web Design, Inc. - Web design and management of subsidiary
company operations.
Stein's Cake Box, Inc. - Sales of bakery products.
The company evaluates segment performance based on income from
operations. Sales for each segment are based on the location of the
third-party customer. All intercompany transactions between segments
have been eliminated.
Segment results for 1999 are as follows:
20/20 Web Stein's Cake
Design, Inc. Box, Inc.
Net sales $2,500 $28,136
Income (loss)
from operations ( 35,437) 527
Assets 137 508,477
Capital expenditures 0 480,204
A reconciliation from the segment information to the consolidated
balances for income (loss) from operations and assets is set forth
below:
Segment (loss) from
operations $ ( 34,910)
Consolidated (loss) from operations ( 34,910)
Segment assets 508,614
Consolidated total assets 508,614
NOTE 13 WEB DESIGN CONTRACT
In December 1998, the company entered into a web-design contract which
began in September 1999. As compensation for its services, the company
will receive 50% of the net sales profits generated by the Internet web
site created by the company.
The initial term of the contract shall be for two years.
The company did not realize any income from the contract in 1999.
<PAGE>35
PART III
ITEM 1. INDEX TO EXHIBITS
(2) Charter and by-laws
(3) Instruments defining the rights of security holders
(5) Voting Trust Agreement - Not Applicable
(6) Material Contracts - Not Applicable
(7) Material Foreign Patents - Not Applicable
(12) Additional Exhibits - Not Applicable
ITEM 2. DESCRIPTION OF EXHIBITS
(2.1) Articles of Incorporation
(2.2) Bylaws
(12) Additional Exhibits
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant has caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
20/20 WEB DESIGN, INC.
Date: March 6, 2000
By /s/ Shahram Khial, Ph.D., CEO and CFO
<PAGE>36
ARTICLES OF INCORPORATION
OF
VISIONEERING CORPORATION
The undersigned Incorporator, acting as incorporator, pursuant to the
provisions of the laws of the State of Nevada relating to private
corporations, hereby adopts the following Articles of Incorporation:
ARTICLE ONE. [Name] The name of the corporation is:
VISIONEEERING CORPORATION
ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service of
process is Nevada Agency and Trust Company, 50 West Liberty Street,
Suite 880, City of Reno, County of Washoe, State of Nevada 89501.
ARTICLE THREE. [PURPOSES]. The purposes for which the corporation is
organized are to engage in any activity or business not in conflict
with the laws of the State of Nevada or of the United States of
America, and without limiting the generality of the foregoing,
specifically:
I. [OMNIBUS]. To have to exercise all the powers now or hereafter
conferred by the laws of the State of Nevada upon corporations
organized pursuant to the laws under which the corporation is
organized and any and all acts amendatory thereof and
supplemental thereto.
II. [CARRYING ON BUSINESS OUTSIDE STATE]. To conduct and carry on
its business or any branch thereof in any state or territory of
the United States or in any foreign country in conformity with
the laws of such state, territory, or foreign country, and to
have and maintain in any state, territory, or foreign country a
business office, plant, store or other facility.
III. [PURPOSES TO BE CONSTRUED AS POWERS]. The purposes specified
herein shall be construed both as purposes and powers and shall
be in no wise limited or restricted by reference to, or
inference from, the terms of any other clause in this or any
other articles, but the purposes and powers specified in each
of the clauses herein shall be regarded as independent purposes
and powers, and the enumeration of specific purposes and powers
shall not be construed to limit or restrict in any manner the
meaning of the general terms or of the general powers of the
corporation; nor shall the expression of one thing be deemed to
exclude another, although it be of like nature not expressed.
ARTICLE FOUR. [CAPITAL STOCK]. The Corporation shall have authority to
issue an aggregate of TWNETY FIVE MILLION (25,500,000) shares of Common
Capital Stock, Par Value ONE MILL ($.001) per share, for a total
capitalization of TWENTY-FIVE THOUSAND DOLLARS ($25,000).
The holders of the shares of capital stock of the corporation shall not
be entitled to pre-emptive or preferential rights to subscribe to any
unissued stock or any other securities which the corporation may now or
hereafter be authorized to issue.
The corporation's capital stock may be issued and sold from time to
time for such consideration as may be fixed by the Board of Directors,
provided that the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of
Directors.
ARTICLE FIVE. [DIRECTORS]. The affairs of the corporation shall be
governed by a Board of Directors of not less than one (1) person. The
name and address of the first Board of Directors is:
Name Address
David Sidhu 18201 Von Karman Suite 1170
Irvine California 92715
ARTICLE SIX. [ASSESSMENT OF STOCK]. The capital stock of the
corporation, after the amount of the subscription price or par value
has been paid in, shall not be subject to pay debts of the corporation,
and no paid up stock and no stock issued as fully paid up stock shall
ever be assessable or assessed.
<PAGE>37
ARTICLE SEVEN. [INCORPORATOR]. The name and address of the
incorporator of the corporation is as follows:
Name Address
Amanda E. Walker 50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence of the
corporation shall be perpetual.
ARTICLE NINE. [BY-LAWS]. The initial By-laws of the corporation shall
be adopted by its Board of Directors. The power to alter, amend, or
repeal the By-laws, or to adopt new By-laws, shall be vested in the
Board of Directors except as otherwise may be specifically provided in
the By-laws.
ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meetings of the stockholders
shall be held at such place within or without the State of Nevada as
may be provided by the By-laws of the corporation. Special meetings of
the stockholders may be called by the President or any other executive
officer of the corporation, the Board of Directors, or any member
thereof, or by the record holder or holders of at least ten percent
(10%) of all shares entitled to vote at the meeting. Any action
otherwise required to be taken at a meeting of stockholders, except
election fo directors, may be taken without a meeting if a consent
signed in writing, setting forth the action so taken, shall be signed
by stockholders having at least a majority of the voting power.
ARTICLE ELEVEN. [CONTRACTS OF CORPORATION]. No contract or other
transaction between the Corporation and any other corporation, whether
or not a majority of the shares of capital stock of such other
corporation is owned by this corporation, and no act of this
corporation shall in any way be affected or invalidated by the fact
that any of the directors of this corporation are pecuniarily or
otherwise interested in, or are directors or officers of such other
corporation. Any director of this corporation, individually, or any
firm of which such director may be a member, may be a party to, or may
be pecuniarily or otherwise interested in any contract or transaction
of the corporation; provided, however, that the fact that he or such
firm is so interested shall be disclosed or shall have been known tot
he Board of Directors of this corporation, or a majority thereof; and
any director of this corporation who is also a director or officer of
such other corporation, or who is so interested, may be counted in
determining the existence of a quorum at any meeting of the Board of
Directors of this corporation that shall authorize such contract or
transaction, and may vote thereof to authorize such contract or
transaction, with like force and effect as if he were not such director
or officer of such other corporation or not so interested.
ARTICLE TWELVE. [LIABILITY OF DIRECTORS AND OFFICERS]. No director or
officer shall have any personal liability to the corporation or its
stockholders for damages for breach of fiduciary duty as a director or
officer, except that this Article Twelve shall not eliminate or limit
the liability of director or officer for (I) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or
(ii) the payment of dividends in violation of the Nevada Revised
Statutes.
IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed
his signature at Reno, Nevada this 31st day of August, 1996.
/s/___________________________________
AMANDA E. WALKER
<PAGE>38
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
VISIONEERING CORPORATION
MICHAEL TAYLOR AND KATHLEEN TAYLOR, hereby certify that:
They are the President and Secretary, respectively, of Visioneering
Corporation, a Nevada corporation.
The Articles of Incorporation originally filed with the Nevada
Secretary of State on August 31, 1995 are hereby amended as follows:
ARTICLE ONE is amended to read in its entirety as follows:
"[NAME]. The name of the corporation is
ASIAMERCIA ENERGY GROUP INC."
The foregoing amendment of Articles of Incorporation has been approved
by a majority of the corporation's Board of Directors and a majority of
the corporation's shareholders.
We have executed the Certificate of Amendment of the Articles of
Incorporation on January 9, 1996.
/s/ Michael Taylor, President
/s/ Kathleen Taylor, Secretary
<PAGE>39
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
ASIAMERICA ENERGY GROUP INC.
A Nevada corporation
David Sidhu hereby certifies:
He is the President and Secretary of Asiamerica Energy Group Inc., a
Nevada corporation.
The Board of Directors of Asiamerica Group Inc. has approved the
following amendments to ARTICLE ONE of the Articles of Incorporation of
Asiamerica Energy Group Inc.:
"The name of the corporation is Care Financial Group, Inc."
The amendment specified in Paragraph 2 of this Certificate has been
approved by the requisite vote of the shareholders of Asiamerica Energy
Group Inc., pursuant to the provisions of Section 78.390 of the Generla
Corporation Law of Nevada. Asiamerica Energy Group Inc. has only one
class of shares which class is common. Each outstanding common share
is entitled to one vote. Asiamerica Energy Group Inc. has 3,500,000
common shares outstanding and therefore, the total number of common
shares entitled to vote with respect to that amendment is 3,500,000.
The number of common shares voting in favor of that amendment exceeded
the vote required, in that the affirmative vote of a majority, that is,
more than fifty percent (50%), of the issued and outstanding common
shares is required for the approval of that amendment and that
amendment was approved by the affirmative vote of 3,500,000 common
shares, or one hundred percent (100%) of the issued and outstanding
common shares.
/s/ David Sidhu, President
/s/ David Sidhu, Secretary
Each of the undersigned declares under penalty of perjury that the matters
specified in the foregoing Certificate are true and correct of his own knowledge
and this declaration was executed on April 29, 1996, at Irvine, California.
/s/ David Sidhu
<PAGE>40
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
CARE FINANCIAL GROUP, INC.
* * * * * *
Pursuant to the provisions of the Nevada Revised Statutes, CARE FINANCIAL GROUP,
INC., a Nevada corporation, adopts the following amendment to its Articles of
Incorporation:
The undersigned hereby certify that in the 15th of May, 1997, a Special Meeting
of the Board of Directors was duly held and convened at which there was present
a quorum of the Board of Directors acting throughout all proceedings. And at
which time the following resolution was duly adopted by the Board of Directors:
BE IT RESOLVED: That the Secretary of the corporation is hereby ordered and
directed to obtain the written consent of stockholders owning at least a
majority of the voting power of the outstanding stock of the corporation for the
following purpose:
To amend Article One to provide that the name of the Corporation shall be
changed from CARE FINANCIAL GROUP, INC. to TRUMP OIL CORPORATION.
Pursuant to the provisions of the Nevada Revised Statutes, a majority of the
stockholders holding 4.2 MILLION shares of the 7.2 MILLION shares outstanding of
ARE FINANCIAL GROUP, INC. gave their written consent to the adoption of the
Amendment to Article One of the Articles of Incorporation as follows:
ARTICLE ONE. [NAME]. The name of the corporation is:
TRUMP OIL CORPORATION
IN WITNESS WHEREOF, the undersigned being the President and Secretary of CARE
FINANCIAL GROUP, INC., a Nevada corporation, hereunto affix their signatures
this 15th day of May, 1997.
CARE FINANCIAL GROUP, INC.
/s/ Ranbir Dhaliwal, President
/s/ Geoff Armstrong, Secretary
<PAGE>41
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
TRUMP OIL CORPORATION
Pursuant to the provisions of the Nevada Revised Statutes, TRUMP OIL
CORPORATION, a Nevada corporation, adopts the following amendment to its
Articles of Incorporation:
The undersigned hereby certify that in the 31st of March, 1999, a Special
Meeting of the Board of Directors was duly held and convened at which there was
present a quorum of the Board of Directors acting throughout all proceedings.
And at which time the following resolution was duly adopted by the Board of
Directors:
BE IT RESOLVED: That the Secretary of the corporation is hereby ordered and
directed to obtain the written consent of stockholders owning at least a
majority of the voting power of the outstanding stock of the corporation for the
following purpose:
To amend Article One to provide that the name of the Corporation shall be
changed from TRUMP OIL CORPORATION to 20/20 WEB DESIGN, INC.
Pursuant to the provisions of the Nevada Revised Statutes, a majority of the
stockholders holding 11,000,000 shares of the 21,547,866 shares outstanding of
TRUMP OIL CORPORATION gave their consent to the adoption of the Amendment to
Article One of the Articles of Incorporation as follows:
ARTICLE ONE. [NAME]. The name of the corporation is:
20/20 WEB DESIGN, INC.
IN WITNESS WHEREOF, the undersigned being the President and Secretary of TRUMP
OIL CORPORATION, a Nevada corporation, hereunto affix their signatures this 22nd
day of April, 1999.
TRUMP OIL CORPORATION
/s/ Randy Sutton, President
/s/ Christopher Burnell, Secretary
<PAGE>42
AMENDED BYLAWS
OF
20/20 WEB DESIGN, INC.
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of the Corporation
shall be held at a location within or without the State of Nevada, on a
date and at a time so designated by the Board of Directors, in each
year, if not a legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday, for the purpose of electing
Directors of the Corporation to serve during the ensuing year and for
the transaction of such other business as may be brought before the
meeting.
At least (5) days' written notice specifying the time and place, when
and where, the annual meeting shall be convened, shall be mailed in the
United States Post Office addressed to each of the stockholders of
record at the time of issuing the notice at his or her or its address
last known, as the same appears on the books of the Corporation.
Nevertheless, a failure to give such notice, or any irregularity in
such notice, shall not affect the validity of annual meetings or any of
the proceedings had at such meeting, and in such event these Bylaws
shall be, and shall be deemed to be, sufficient notice of such meeting
without requirement of further notice.
SECTION 2. Special meetings of the stockholders may be held at the
office of the Corporation in the State of Nevada, or elsewhere,
whenever called by the President, or by the Board of Directors, or by
vote of, or by an instrument in writing signed by the holders of 10% of
the issued and outstanding capital stock. At least ten (10) days'
written notice of such meeting, specifying the day and hour and place,
when and where such meeting shall be convened, and the objects for
calling the same, shall be mailed in the United States Post Office,
addressed to each of the stockholders at the time of issuing the
notice, and at his or her or its address last known, as the same
appears on the books of the Corporation.
If all the stockholders of the Corporation shall waive notice of
special meeting, no notice of such meetings shall be required, and
whenever all the stockholders shall meet in person or by proxy, such
meeting shall be valid for all purposes without call or notice, and at
such meeting any corporate action may be taken.
The written certificate of the officer or officers calling any special
meeting setting forth the substance of the notice, and the time and
place of the mailing of the same to the several stockholders, and the
respective addresses to which the same were mailed, shall be prima
facie evidence of the manner and fact of the calling and giving of such
notice.
If the address of any stockholder does not appear upon the books of the
Corporation, it will be sufficient to address any notice to such
stockholder at Carson City, Nevada.
SECTION 3. All business lawful to be transacted by the stockholders of
the Corporation may be transacted at any special meeting or at any
adjournment thereof. Only business, however, shall be acted upon at
special meeting of the stockholders as shall have been referred to in
the notice of special meeting; provided, however, that if 100% of all
the outstanding capital stock of the Corporation is represented, either
in person or by proxy, any lawful business may be transacted, and such
meeting shall be valid for all purposes.
SECTION 4. At all stockholders' meeting, the holders of fifty percent
(50%) in amount of the entire issued and outstanding capital stock of
the Corporation shall constitute a quorum for all the purposes of such
meeting.
If the holders of the amount of stock necessary to constitute a quorum
shall fail to attend, in person or by proxy, at the time and place
fixed by these Bylaws for any annual meeting, or fixed by a notice as
above-provided for a special meeting, a majority in interest of the
stockholders present in person or by proxy may adjourn from time to
time without notice other than by announcement at the meeting, until
<PAGE>43
holders of the amount of stock requisite to constitute a quorum shall
be present, any business may be transacted which might have been
transacted as originally called.
SECTION 5. At each meeting of the stockholders, every stockholder
shall be entitled to vote in person or by his or her duly authorized
proxy appointed by instrument in writing subscribed by each stockholder
by his or her duly authorized attorney. Each stockholder shall have
one (1) vote for each share of stock standing registered in his or her
name on the books of the Corporation, ten (10) days preceding the day
of such meeting.
At each meeting of the stockholders, a full, true and complete list, in
alphabetical order, of all the stockholders entitled to vote at such
meeting, and indicating the number of shares held by each, certified by
the secretary of the Corporation, shall be furnished, which list shall
be prepared at least ten (10) days before such meeting, and shall be
open to the inspection for the stockholders, or their agents or
proxies, at the place where such meeting is to be held. Only the
persons in whose name shares of stock are registered on the books of
the Corporation for ten (10) days preceding the date of such meeting,
as evidenced by the list of stockholders so furnished, shall be
entitled to vote at such meeting. Proxies and powers of attorney to
vote must be filed with the Secretary of the Corporation before an
election or a meeting of stockholders, or they cannot be used at such
election or meeting.
SECTION 6. At each meeting of the stockholders, the polls shall be
opened and closed; the proxies and ballots issued, received, and be
taken in charge of, for the purpose of the meeting, and all questions
touching the qualifications of voters and validity of proxies, and the
acceptance or rejection of votes, shall be decided by two (2)
inspectors. Such inspectors shall be appointed at the meeting by the
presiding officer of the meeting.
SECTION 7. At the stockholders' meeting, the regular order of business
shall be as follows:
1. Reading and approval of the minutes of previous meeting or
meetings;
2. Reports of the Board of Directors, the President, Treasurer and
Secretary of the Corporation in the order named;
3. Reports of Committees;
4. Election of Directors;
5. Unfinished business;
6. New Business;
7. Adjournment.
ARTICLE II
DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the Corporation shall consist of
one director initially. Directors shall be chosen by the stockholders
annually at the annual meeting of the Corporation and shall hold
office for one (1) year, and until their successors are elected and
qualify. The Directors of the Corporation may increase the number of
Directors by majority vote of the Board. The Directors may appoint
directors to newly created directorships with each newly elected
director to serve until the Annual Meeting of Shareholders and until
their successors are elected and qualified.
SECTION 2. When any vacancy occurs among the Directors by death,
resignation, disqualification or other cause, the stockholders, at any
regular or special meeting, or at any adjourned meeting thereof or the
remaining directors, by the affirmative vote of a majority thereof,
shall elect a successor to hold office for the unexpired portion of the
term of the Director whose place shall have become vacant and until his
or her successor shall have been elected and shall qualify.
<PAGE>44
SECTION 3. Meetings of the Directors may be held at the principal
office of the Corporation in the state of Nevada, or elsewhere, at such
place or places as the Board of Directors may from time to time,
determine.
SECTION 4. Without notice or call, the Board of Directors shall hold
its first meeting for the year immediately after the election of
Directors at such annual meeting.
Regular meetings of the Board of Directors shall be held as set by the
Chairman of the Board. Notice of such regular meetings shall be mailed
to each Director by the secretary at least three (3) days previous to
the day fixed for such meetings, but no regular meeting shall be held
void or invalid if such notice is not given, provided the meeting is
held at the time and place fixed by the Chairman for holding such
regular meetings.
Special meetings of the Board of Directors may be held on the call of
the President or Secretary on at least one (1) day's notice via
telephone or by facsimile.
Any meeting of the Board, no matter where held, at which all the
members shall be present, even though without or of which notice shall
have been present, shall be valid for all purposes unless otherwise
indicated in the notice calling the meeting or in the waiver notice.
Any and all business may be transacted by any meeting of the Board of
Directors, either regular or special.
SECTION 5. A majority of the Board of Directors in office shall
constitute a quorum for the transaction of business, but if at any
meeting of the Board there be less than a quorum present, a majority of
those present may adjourn the meeting, and no notice of such
adjournment shall be required. The Board of Directors may prescribe
rules not in conflict with these Bylaws for the conduct of its
business.
SECTION 6. A Director need not be a stockholder of the Corporation.
SECTION 7. The Directors shall be allowed and paid all necessary
expenses incurred in attending any meeting of the Board.
SECTION 8. The Board of Directors shall make a report to the
stakeholders at annual meetings of the stockholders of the condition of
the Corporation, and shall, on request, furnish each of the
stockholders with a true and correct copy thereof.
The Board of Directors, in its discretion, may submit any contract or
act for approval or ratification at any meeting of the stockholders
called for the purpose of considering any such contract or act, which,
if approved by or ratified by the vote of the holders of a majority of
the capital stock represented in person or by proxy at such meeting,
provided that a lawful quorum of stockholders be there represented in
person or by proxy shall be valid and binding upon the Corporation and
upon all the stock holders thereof, as if it had been approved or
ratified by every stockholder of the Corporation.
SECTION 9. The Board of Directors may, by resolution passed by a
majority of whole Board, designate an Executive Committee. This
committee shall consist of two (2) or more members besides the
President, who by virtue of his or her office, shall be a member of the
committee and the chairman thereof. The Committee shall, in the
interim between meetings of the Board, exercise all powers of that body
in accordance with the general policy of the Corporation and under the
direction of the Board of Directors. It shall also attend to and
supervise all the financial operations of the Corporation, and shall
examine and audit all the Corporation's accounts at the close of each
fiscal year, and at such other times that it may deem necessary. The
Secretary shall be the Secretary of the Committee and shall attend its
meetings, and its meetings shall be held in the call of the President.
All members of the Committee must be given at least two (2) days
notice of meetings whether by mail or facsimile or by personal
communication, either by telephone or otherwise. A majority of the
members of the Committee shall constitute a quorum. The Committee
shall keep due records of all meetings and actions of the Committee,
and such records shall at all times be open to the inspection of any
Director.
<PAGE>45
SECTION 10. The Board of Directors is vested with the complete and
unrestrained authority in the management of all the affairs of the
Corporation, and is authorized to exercise for such purpose as the
General Agent of the Corporation, its entire corporate authority.
SECTION 11. The regular order of business at meetings of the Board of
Directors shall be as follows:
1. Reading and approval of the minutes of any previous meeting or
meetings;
2. Reports of officers and committee persons;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors, at its first meeting after the
annual meeting of stockholders, shall elect a President, a Secretary
and a Treasurer, to hold office for one (1) year next coming, and until
their successors are elected and qualify. The President shall be a
member of the Board of Directors. All officers, agents and factors
shall be chosen and appointed in such matter and shall hold their
office for such terms as the Board of Directors may by resolution
prescribe.
SECTION 2. The President shall be the executive officer of the
Corporation and shall have the supervision and, subject to the control
of the Board of Directors, the direction of the Corporation's affairs,
with full power to execute all resolutions and orders of the Board of
Directors not especially entrusted to some other officer of the
Corporation. The President shall be a member of the Executive
Committee, and the Chairman thereof; he or she shall preside at all
meetings of the stockholders, and shall perform such other duties as
shall be prescribed by the Board of Directors.
SECTION 3. The Vice President, if appointed, shall be vested with all
the powers and perform all the duties in the absence or inability to
act of the President, including the signing of Certificates of Stock
issued by the Corporation, and he or she shall so perform such other
duties as shall be prescribed by the Board of Directors.
SECTION 4. The Treasurer shall have custody of all the funds and
securities of the Corporation. When necessary or proper, he or she
shall endorse on behalf of the Corporation for collection checks,
notes, and other obligations; he or she shall jointly with such other
officer as shall be designated by these Bylaws, sign all checks made by
the Corporation, and shall pay out and dispose of the same under the
direction of the Board of Directors. The Treasurer shall sign with the
President all bills of exchange and promissory notes of the
Corporation; he or she shall also have the care and custody of the
stocks, bonds, certificates, vouchers, evidence of debts, securities
and such other property belonging to the Corporation as the Board of
Directors shall designate; he or she shall sign all papers required by
law or by these Bylaws or the Board of Directors to be signed by the
Treasurer. Whenever required by the Board of Directors, the Treasurer
shall render a statement of the Corporation's cash account; he or she
shall enter regularly in the books of the Corporation to be kept by him
or her for the purpose, full and accurate accounts of all monies
received and paid by him of her on account of the Corporation. The
Treasurer shall at all reasonable times exhibit the books of account to
any Director of the Corporation during business hours, and shall
perform all acts incident to the position of Treasurer subject to the
control of the Board of Directors.
The Treasurer shall, if required by the Board of Directors, give bond
to the Corporation conditioned for the faithful performance of all his
or her duties as Treasurer in such sum, and with such security as shall
be approved by the Board of Directors, the expense of such bond to be
borne by the Corporation.
<PAGE>46
SECTION 5. The Board of Directors may appoint an Assistant Treasurer
who shall have such powers and perform such duties as may be prescribed
by the Treasurer of the Corporation or by the Board of Directors, and
the Board of Directors may require the Assistant Treasurer to give a
bond to the Corporation in such sum and with such security as it shall
approve, and conditioned for the faithful performance of his or her
duties as Assistant Treasurer, the expense of such bond to be borne by
the Corporation.
SECTION 6. The Secretary shall keep the Minutes of all the meeting of
the Board of Directors and the Minutes of all meetings of the
stockholders and of the Executive Committee in the books provided for
that purpose. The Secretary shall attend to the giving and serving of
all notices of the Corporation; he or she may sign with the President
or a Vice-President, in the name of the Corporation, all contracts
authorized by the Board of Directors of Executive Committee; he or she
shall have the custody of the corporate seal of the Corporation; he or
she shall affix the corporate seal to all certificates of stock duly
issued by the Corporation; he or she shall have charge of the Stock
Certificate Books, Transfer Books and Stock Ledgers, and such other
books and papers as the Board of Directors or the Executive Committee
may direct, all of which shall at all reasonable times be open to the
examination of any Director upon application at the office, in general,
perform all the duties incident to the office of Secretary.
SECTION 7. The Board of Directors may appoint an Assistant Secretary
who shall have such powers and perform such duties as may be prescribed
by the Secretary or by the Board of Directors.
SECTION 8. Unless otherwise ordered by the Board of Directors, the
President shall have full power and authority on behalf of the
Corporation to attend and to act and to vote at any meetings of the
stockholders of any Corporation in which the Corporation may hold
stock, and at any such meetings, shall possess and may exercise any and
all rights and powers incident to the ownership of such stock, and
which as the new owner thereof, the Corporation might have the
possessed and exercised if present. The Board of Directors, by
resolution, from time to time, may confer like powers on any person or
persons in place of the President to represent the Corporation for the
purposes in this section mentioned.
ARTICLE IV
CAPITAL STOCK
SECTION 1. The capital stock of the Corporation shall be issued in
such manner and at such times and upon such conditions as shall be
prescribed by the Board of Directors.
SECTION 2. Ownership of stock in the Corporation shall be evidenced by
certificates of stock in forms as shall be prescribed by the Board of
Directors, and shall be under the seal of the Corporation and signed by
the President or the Vice President and also by the Secretary or an
Assistant Secretary.
All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby with the number of such
shares represented thereby with the number of such shares and the date
of issue shall be entered on the Corporation's books.
No certificates shall be valid unless it is signed by the President or
Vice-President and the Secretary or Assistant Secretary.
All certificates surrendered to the Corporation shall be canceled and a
new certificate shall be issued when the former certificate for the
same number of shares shall have been surrendered or canceled.
SECTION 3. No transfer of stock shall be valid as against the
Corporation except on surrender and cancellation of the certificate
therefor, made either in person or under assignment, and a new
certificate shall be issued therefor.
Whenever any transfer shall be expressed as made for collateral
security and not absolutely, the same shall be so expressed in the
entry of said transfer on the books of the Corporation.
SECTION 4. The Board of Directors shall have power and authority to
make all such rules and regulations for inconsistent herewith as it may
deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the Corporation.
<PAGE>47
The Board of Directors may appoint a transfer agent and a registrar of
transfers and may require all stock certificates to bear the signature
of each transfer and such registrar of transfer.
SECTION 5. The Stock Transfer Books shall be closed for all meetings
of the stockholders for a period of ten (10) days prior to such
meetings and shall be closed for the payment of dividends during such
periods as from time to time may be fixed by the Board of Directors,
and during such periods no stock shall be transferable.
SECTION 6. Any person or persons applying for a certificate of stock
in lieu of one alleged to have been lost or destroyed, shall make
affidavit or affirmation of the fact, and shall deposit with the
Corporation an affidavit. Whereupon, at the end of six (6) months
after the deposits of said affidavit and upon such person or persons
giving Bond of Indemnity to the Corporation with surety to be approved
by the Board of Directors in double the current value of the stock,
against any damage, loss or inconvenience to the Corporation, which may
or can arise in consequence of a new or duplicate certificate being
issued in lieu of the one lost or missing, the Board of Directors may
cause to be issued to such persons or person a new certificate, or a
duplicate of the certificate lost or destroyed. The Board of Directors
may, in its discretion, refuse to issue such new or duplicate
certificates save upon the order of some court having jurisdiction in
such matter, anything herein to the contrary notwithstanding.
ARTICLE V
OFFICE AND BOOKS
SECTION 1. The principal office of the Corporation in Nevada shall be
at Carson City, Nevada, or such other place as the Board of Directors
may designate, within Nevada or in any other state or territory.
SECTION 2. The Stock and Transfer Books of the Corporation shall be
kept at its principal office for the inspection of all who are
authorized or have right to see the same, and for the transfer of
stock. All other books of the Corporation shall be kept at such places
as may be prescribed by the Board of Directors.
A copy of the Bylaws, duplicate Stock Ledger, and Articles of
Incorporation of the Corporation shall be kept at its principal office
in the State of Nevada, and shall be subject to the inspection of any
of the stockholders.
ARTICLE VI
MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to reserve over and
above the capital stock paid in, such an amount, in its discretion, as
it may deem advisable to fix as a reserve fund, and may, from time to
time, declare dividends from the accumulated profits of the Corporation
in excess of the amounts reserved, and pay at the same time to
stockholders of the Corporation, and may also, it deems the same
advisable, declare stock dividends of the unissued capital stock.
SECTION 2. Unless otherwise ordered by the Board of Directors, all
agreements and contracts shall be signed by the President and the
Secretary in the name and on behalf of the Corporation, and shall have
the corporate seal thereto attached.
SECTION 3. All monies of the Corporation shall be deposited when and
as received by the Treasurer of such bank or banks or other depository
as may from time to time be designated by the Board of Directors, and
such deposits shall be made in the name of the Corporation.
SECTION 4. No note, draft, acceptance, endorsement or other evidence
of indebtedness shall be valid or against the Corporation unless the
same shall be signed by the President or Vice-President, and attested
by a Secretary or an Assistant Secretary, or signed by the Treasurer or
an Assistant Treasurer and countersigned by the President, Vice-
President or Secretary, except that the Treasurer or Assistant
Treasurer may, without countersignature, sign payroll checks and make
endorsements for deposit to the credit of the Corporation in all its
duly authorized depositories. No check or order for money shall be
signed in blank.
SECTION 5. No loan or advance of money shall be made by the
Corporation to any stockholder or officer therein, unless the Board of
Directors shall otherwise authorize.
<PAGE>48
SECTION 6. No Director nor executive officer shall be entitled to any
salary or compensation for any services performed for the Corporation,
unless such salary or compensation shall be fixed by resolution of the
Board of Directors.
SECTION 7. The Corporation may take, acquire, hold, mortgage, sell, or
otherwise deal in stocks or bonds or securities of any other
Corporation, if and as often as the Board of Directors shall elect.
SECTION 8. The Directors shall have power to authorize and cause to be
executed, mortgages and liens without limit as to amount upon the
property and franchise of this Corporation, and pursuant to the
affirmative vote, either in person or by proxy, or the holders of a
majority of the capital stock issued and outstanding; the Directors
shall have authority to dispose in any manner of the whole property of
this Corporation.
SECTION 9. The Corporation shall have a corporate seal, the design
thereof being as follows:
ARTICLE VII
AMENDMENT OF BYLAWS
Amendments and changes of these Bylaws may be made at any regular or
special meeting of the Board of Directors by a vote of a majority of
the Board, or may be made by a vote of, or a consent in writing signed
by, the holders of 50% of the issued and outstanding capital stock.
Certificate by Secretary of Adoption by Directors
THIS IS TO CERTIFY:
That I am the duly elected, qualified and acting Secretary for the
above-named Corporation and that the above and foregoing Bylaws were
adopted as the Bylaws of said Corporation of the date set forth above
by the Board of Directors of said Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 1st day of April,
1999.
/s/ Christopher Burnell
Secretary
<PAGE>49
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION dated this
30th day of March, 1999 (the "Agreement") is by and among
20/20 Web Design, Inc. ("Web"), a wholly owned subsidiary of
Multi-Source Capital, Ltd. (AMSC@), a Colorado corporation,
with its principal place of business located at 21800 Oxnard
Street, Suite 440, Woodland Hills CA 91367 (AMSC@), Trump Oil
Corporation, a Nevada corporation (ATOC@), and the sole
Shareholder of Web, MSC.
RECITALS:
A. MSC owns, in the aggregate, 100,000 shares
of the $.001 par value Common Stock of Web (the "Web Shares"),
representing 100% of the issued and outstanding shares of Web;
and
B. The Board of Directors of TOC deems it
advisable and in the best interest of TOC to acquire the Web
Shares in exchange for the issuance by TOC of its Common
Shares in accordance with the applicable provisions of Nevada
law and the terms and conditions set forth herein.
In consideration of the mutual promises,
representations and conditions hereinafter set forth, the
parties hereto hereby agree as follows:
ARTICLE I
Definitions
As used in this Agreement, the following terms shall
have the following meanings:
A. "Reorganization" shall mean the acquisition
by TOC of the Web Shares in exchange for the TOC Shares as
further defined herein.
B. "Closing Date" shall mean the date upon
which the reorganization shall have occurred in accordance
with the terms and conditions set forth herein.
C. "Web Shareholder" shall mean the sole
shareholder of Web which shareholder is offering all of its
shares of Web Common Stock for exchange hereunder.
D. "TOC Shares" shall mean the Common Shares
to be issued to the Web Shareholder.
ARTICLE II
Reorganization
2.01 Plan and Agreement of Reorganization. A plan of
reorganization is hereby adopted to as follows:
A. Subject to the terms and conditions
hereinafter set forth, on the Closing Date, and in the manner
hereinafter proved, (i) the Web Shareholder shall exchange the
Web Shares for the TOC Shares in the amounts set forth herein;
Web shall cease to exist and TOC shall be the surviving
corporation.
B. TOC and the Web Shareholder, respectively,
shall take, or cause to be taken, such action as may be
necessary or appropriate in order to effectuate the
transactions contemplated hereby. Such action shall include,
but not be limited to, the filing of Articles of Merger with
<PAGE>50
the Colorado Secretary of State. In the event that after the
Closing Date, any further action is necessary or desirable to
carry out the purposes of this Agreement and to vest TOC or
the Web Shareholder with full title to the securities to be
exchanged hereby, the officers and directors of TOC or the Web
Shareholder, as the case may be, shall take all such necessary
action.
2.02 Effective Date of the Reorganization for
Accounting Purposes. The transactions contemplated by this
Agreement shall be effective as of April 1, 2000 for
accounting purposes and for all other purposes to the extent
permissible by law.
2.03 Consideration and Basis of Exchange of Shares.
The manner and basis of exchanging the Web Shares for the
Common Shares of TOC shall be as follows:
A. On the Closing Date, the Web Shareholder
shall deliver to TOC certificates aggregating 100,000 Web
Shares, or 100% of the issued and outstanding Web Shares, duly
endorsed in favor of TOC; the Web Shareholder shall be issued,
in exchange for the Web Shares held of record on the Closing
Date, 8,620,000 TOC Shares. The Web Shareholder and TOC agree
that the Web Shares and the TOC Shares exchanged hereby shall
be Arestricted securities@ as that term is defined in Rule 144
under the Securities Act of 1933, as amended (the A1933 Act@)
and all certificates issued under this Agreement shall bear an
appropriate legend to such effect.
B. Before the Closing Date, TOC shall approve
a ten-to-one reverse stock split such that the number of
shares of TOC issued and outstanding shall be reduced from
approximately twenty million shares to two million shares.
All the shares to be issued to the Web Shareholder shall be
post-split shares. Additionally, the name of TOC shall be
changed to A20/20 Web Design, Inc.,@ a Nevada corporation.
C. TOC shall raise approximately $200,000
before the Closing Date to fund the operations of Web upon the
consummation of this Agreement.
2.04 Closing. Closing of this Agreement shall be held
at a date to be mutually agreed upon by the parties at the
offices of Web, or such other place as the parties may
mutually agree. The parties shall exchange such other
documents and take such other actions as may be necessary or
appropriate for completing the transactions contemplated by
the Agreement.
ARTICLE III
Investment Representations
3.01 Representations of Web Shareholder. As a
condition to the issuance by TOC to the Web Shareholder of
certificates for the TOC Shares, the Web Shareholder hereby
represents to TOC as follows:
A. It is acquiring the TOC Shares hereunder
for its own account and for the purposes of investment, and
not with a view to, or for sale in connection with, any
distribution thereof.
B. It (i) has such knowledge and experience in
financial and business matters that it is capable of
evaluating the merits and risks of its proposed investment in
the TOC Shares, or (ii) it has been advised by attorneys,
accountants or other representatives having such knowledge and
experience. It acknowledges that its attorneys, accountants
<PAGE>51
and other representatives had, prior to its action, the
opportunity to ask questions of, and to receive answers from
TOC concerning TOC, its affiliates and business and financial
condition.
C. It understands and acknowledges that all of
the TOC Shares to be delivered to it pursuant to the
provisions of this Agreement, will be "restricted securities"
within the meaning of the 1933 Act, and agrees that the
certificate shall bear the following legend:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
AACT@), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAW.
D. It understands and acknowledges that the TOC
Shares to be delivered pursuant to the provisions of this
Agreement will not be registered under the 1933 Act and,
accordingly, it recognizes that it will be required to bear
the economic risk of its investment until such securities are
registered, if at all. It agrees on behalf of itself, its
successors and assigns, that it will only sell, transfer,
pledge or hypothecate any of the TOC Shares to be acquired by
it pursuant to the provisions of this Agreement pursuant to an
effective Registration Statement under the 1933 Act or in a
transaction wherein registration of the securities is not
required. The Web Shareholder understands that TOC has no
obligation to register the TOC Shares under the 1933 Act.
E. It shall indemnify and hold harmless TOC,
each person who controls TOC within the meaning of the 1933
Act, and each officer and director of TOC, against losses,
claims, damages or liabilities, joint or several, to which
TOC, such controlling person, or any such officer or director
may become subject under the 1933 Act or otherwise, insofar as
such losses, claims damages or liabilities (or actions with
respect thereof) arise out of or are based upon any breach or
violation of its representations and warranties contained in
this Agreement and shall reimburse TOC, such controlling
persons and such officers and directors for any legal and any
other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage or
liability or any action. The rights to indemnification
provided for in this Section 3.01 shall be in addition to and
not in substitution of any other rights or remedies to which
TOC, such controlling person or such officer or director may
be entitled under this Agreement or at law, in equity or
otherwise.
3.02 Disclosure Materials. TOC has distributed to the
Web Shareholder and the Web Shareholder hereby represents and
warrants to TOC that it has had the opportunity to review,
prior to its action in closing under this Agreement:
A. The most recent Audited Financial
Statements of TOC; and
B. Such other data in the possession of TOC
regarding the business and/or finances of TOC and its
affiliates as the Web Shareholder has reasonably requested.
<PAGE>52
ARTICLE IV
General Representations
4.01 Representations of the Web Shareholder. The Web
Shareholder hereby represents and warrants as follows:
A. Each Web Share delivered to TOC for
exchange hereunder shall be delivered free and clear of any
lien, encumbrance or security interest thereon, and the
100,000 shares delivered hereunder by the Web Shareholder
constitute all the outstanding Web Shares as of the Closing
Date.
B. No Web Shares issued and delivered to TOC
for exchange hereunder shall be subject to any option, warrant
or other right to purchase such shares, or any voting trust or
other arrangement relating to the voting of such shares.
C. The Web Shares to be delivered to TOC for
exchange hereunder constitute 100% of the issued and
outstanding shares of Web.
D. There is no firm, corporation, agency or
other person that is entitled to a finder's fee or any type of
brokerage commission in relation to or in connection with the
transactions contemplated by this Agreement as a result of any
Agreement or understanding with such Web Shareholder or such
Web Shareholder's affiliates or Shareholder.
E. It has received or otherwise has knowledge
of any and all liabilities of TOC as of the date of closing
and hereby confirm its acceptance of same.
4.02 Representations of TOC. TOC hereby represents
and warrants to the Web Shareholder as follows:
A. Organization and Good Standing. TOC is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada. TOC has full
corporate power and authority to conduct its business as now
conducted and to own or lease and operate the assets and
property now owned or leased or operated by it. TOC is
qualified to transact business in those jurisdictions wherein
its business requires such action.
B. Disclosure Statement. TOC has made
available to the Web Shareholder true, accurate and complete
copies of its financial statements.
C. Absence of Certain Events. Except as
disclosed in the materials referred to herein, there has not
been any change in the financial condition or in the nature of
the business or operation of TOC which has had a materially
adverse affect on its business, operations, assets, properties
or prospects since December 31, 1998. Except as disclosed in
the materials referred to herein, TOC knows of no development,
except general economic conditions effecting business
generally, of a nature that is materially adverse to the
business, operations, assets, properties or prospects of TOC.
D. Authority and Compliance. TOC has full
corporate power and lawful authority to execute and deliver
this Agreement. The consummation and performance by TOC of
the transactions contemplated by this Agreement have been duly
and validly authorized by all necessary corporate and other
proceedings. This Agreement has been duly and validly
executed and delivered on behalf of TOC and constitutes a
valid obligation of TOC, enforceable in accordance with its
terms. No consent, authorization or approval of, exemption
<PAGE>53
by, or filing with any domestic governmental or administrative
authority, or any court, is required to be obtained or made by
TOC in connection with the execution, delivery and performance
of this Agreement or the consummation of the transactions
contemplated hereby. The execution, delivery, consummation
and performance of this Agreement by TOC will not conflict
with or result in the breach or violation of any term or
provision of, or constitute a default under, any statute,
indenture, mortgage, deed of trust, note or other material
agreement or instrument to which TOC is a party or by which it
is bound, or any law, order, writ, injunction, rule or
regulation or any court or governmental agency or body.
E. Shares of TOC. The TOC Shares to be issued
pursuant to this Agreement will be issued from the authorized
and previously unissued Common Shares of TOC and, upon
issuance and delivery to the Web Shareholder, will be duly
authorized and validly issued, fully paid and nonassessable.
F. Full Disclosure. No representation or
warranty by TOC in this Agreement or any document to be
delivered by TOC pursuant hereto, and no statement, list,
certificate or instrument furnished or to be furnished to the
Web Shareholder pursuant hereto or in connection with the
negotiation, execution or performance of this Agreement
contains or will contain any untrue statement of material
fact or omits or will omit to state any fact necessary to make
any statement herein or therein not misleading or necessary to
complete and correct the presentation of all material aspects
of the business of TOC.
G. Finder. There is no firm, corporation,
agency or other person that is entitled to a finder's fee or
any type of brokerage commission in relation to or in
connection with the transactions contemplated by this
Agreement as a result of any agreement or understanding with
TOC or any of TOC's affiliates or Shareholder.
4.03 Representations of Web. Web hereby represents
and warrants to TOC as follows:
A. Organization and Good Standing. Web is a
corporation duly organized, validly existing and in good
standing under the laws of the State of Colorado. Web has
full corporate power and authority to conduct its business as
now conducted and to own or lease and operate the assets and
property now owned or leased or operated by it. Web is
qualified to transact business in those jurisdictions wherein
its business requires such action.
B. Absence of Certain Events. Except as
disclosed in the materials referred to herein, there has not
been any change in the financial condition or in the nature of
the business or operation of Web which has had a materially
adverse affect on its business, operations, assets, properties
or prospects since December, 1998. Except as disclosed in the
disclosure materials referred to herein, Web knows of no
development, except general economic conditions effecting
business generally, of a nature that is materially adverse to
the business, operations, assets, properties or prospects of
Web.
C. Authority and Compliance. Web has full
corporate power and lawful authority to execute and deliver
this Agreement. The consummation and performance by Web of
the transactions contemplated by this Agreement have been duly
and validly authorized by all necessary corporate and other
proceedings. This Agreement has been duly and validly
executed and delivered on behalf of Web and constitutes a
<PAGE>54
valid obligation of Web, enforceable in accordance with its
terms. No consent, authorization or approval of, exemption
by, or filing with any domestic governmental or administrative
authority, or any court, is required to be obtained or made
by Web in connection with the execution, delivery and
performance of this Agreement or the consummation of the
transactions contemplated hereby. The execution, delivery,
consummation and performance of this Agreement by Web will not
conflict with or result in the breach or violation of any term
or provision of, or constitute a default under, any statute,
indenture, mortgage, deed of trust, note or other material
agreement or instrument to which Web is a party or by which it
is bound, or any law, order, writ, injunction, rule or
regulation or any court or governmental agency or body.
D. Full Disclosure. No representation or
warranty by Web in this Agreement or any document to be
delivered by Web pursuant hereto, and no statement, list,
certificate or instrument furnished or to be furnished to the
Web Shareholder pursuant hereto or in connection with the
negotiation, execution or performance of this Agreement
contains or will contain any untrue statement of material
fact or omits or will omit to state any fact necessary to make
any statement herein or therein not misleading or necessary to
complete and correct the presentation of all material aspects
of the business of Web.
E. Tender of All Shares. The Shares to be
tendered by the Web Shareholder for exchange hereunder
constitute 100% of the issued and outstanding shares of Web as
of the Closing Date.
F. Finder. There is no firm, corporation,
agency or other person that is entitled to a finder's fee or
any type of brokerage commission in relation to or in
connection with the transactions contemplated by this
Agreement as a result of any agreement or understanding with
Web or any of Web's affiliates or Shareholder.
ARTICLE V
Additional Agreements
TOC and the Web Shareholder hereby further agree as
follows:
5.01 Access and Information. TOC hereby agrees to
give Web and the Web Shareholder and their respective
accountants, attorneys and representatives, full access during
normal business hours through the period prior to the Closing
Date to all of its properties, books, contracts, commitments
and records, and TOC will furnish to Web and the Web
Shareholder during such period all such information concerning
its affairs that Web and the Web Shareholder may reasonably
request. The Web Shareholder hereby agree that each will give
to TOC and its accountants, attorneys and representatives full
access during normal business hours through the period prior
to the Closing Date to such information as may be reasonably
necessary in order to confirm the representations and
warranties of the Web Shareholder set forth herein. In the
event of the termination of this Agreement, each party will
return to the other all documents, work papers and other
materials obtained from the other relating to the transactions
contemplated hereby, whether so obtained before or after the
execution hereof, and will use best efforts to have any
information so obtained and not heretofore made public, kept
confidential.
<PAGE>55
5.02 Expenses. Upon termination of this Agreement as
provided herein, each party will pay all costs and expenses of
its performance of and compliance with all agreements and
conditions contained herein to be performed or complied with,
including fees, expenses and disbursements of its accountants
and attorneys.
5.03 Meeting of Board of Directors. Immediately
following closing under this Agreement, the Board of Directors
of TOC shall duly convene a meeting at which the Board will be
increased from three to five and Irving M. Einhorn and James
Smith shall be appointed to the Board of Directors of TOC.
<PAGE>63
5.04 Further Assurances. If at any time, any party
to this Agreement shall consider or be advised that any
further action or assurance is necessary or desirable to vest
the title to any securities exchanged hereby, the officer and
directors of TOC, or the Web Shareholder, as the case may be,
shall deliver such documents or take such other action as may
be necessary or proper to perfect or confirm title to such
securities and otherwise carry out the purposes of this
Agreement.
ARTICLE VI
Conditions Precedent
6.01 Conditions Precedent to Obligations of Web
Shareholder. The obligations of the Web Shareholder to effect
the transaction contemplated herein shall be subject to the
following conditions (which may be waived in writing by the
Web Shareholder):
A. The representations and warranties of TOC
herein, shall be true and accurate as of and at the Closing
Date with the same effect as though made at such time; TOC
shall have performed all obligations and complied with all
covenants required by this Agreement to be performed or
complied with by it prior to the Closing Date; and
B. No material change in the corporate status,
business, operations or financial condition of TOC shall have
occurred since December 31, 1998 other than changes in the
ordinary course of business, none of which has been materially
adverse in relation to TOC, and no other event or condition of
any character shall have occurred or arisen since that date
which shall have materially or adversely effected the
corporate status, business, operations or financial condition
of TOC.
6.02 Conditions Precedent to the Obligations of Web.
The obligation of Web to effect the transaction contemplated
hereby shall be subject to the conditions (which may be waived
in writing by Web) that the representations and warranties of
TOC contained herein shall be true and accurate as of and at
the Closing Date with the same effect as though made at such
time; and that TOC shall have performed all obligations and
complied with all covenants required by this Agreement to be
performed or complied with by them prior to the Closing Date.
6.03 Conditions Precedent to Obligations of TOC. The
obligations of TOC to effect the transaction contemplated
herein shall be subject to the following conditions (which may
be waived in writing by TOC):
A. The representations and warranties of Web
and the Web Shareholder herein shall be true and accurate as
of and at the Closing Date with the same effect as though made
at such time; Web and the Web Shareholder shall have performed
<PAGE>56
all obligations and complied with all covenants required by
this Agreement to be performed or complied with by it prior to
the Closing Date; and
B. No material change in the corporate status,
business, operations or financial condition of Web shall have
occurred since December 31, 1998, other than changes in the
ordinary course of business, none of which has been materially
adverse in relation to Web, and no other event or condition of
any character shall have occurred or arisen since that date
which shall have materially or adversely effected the
corporate status, business, operations or financial condition
of Web.
ARTICLE VII
Termination and Abandonment
Anything herein or elsewhere to the contrary
notwithstanding, this Agreement may be terminated and
abandoned at any time before or after the Closing Date under
any one or more of the following circumstances:
A. By the mutual consent of the Web
Shareholder and the Board of Directors of TOC;
B. By TOC, if prior to the Closing Date, the
conditions set forth in Section 6.03 have not been met;
C. By Web, if prior to the closing the
conditions set forth in Section 6.02 have not been met;
D. By the Web Shareholder, if prior to the
Closing Date, the conditions set forth in Section 6.01 have
not been made;
E. By any party, if any action or proceeding
before any court or governmental body or agency shall have
been instituted or threatened to restrain or prohibit the
transaction contemplated hereby and the Web Shareholder and
TOC deem it advisable not to proceed with the transaction.
Upon termination and abandonment, no party shall have
any liability or obligation to any other party to this
Agreement.
ARTICLE VIII
General Provisions
8.01 Survival of Representations, Warranties and
Agreements. The representations, warranties and agreements
contained in this Agreement shall survive the Closing Date.
8.02 Assignability and Amendments. This Agreement
shall not be altered or otherwise amended except pursuant to
an instrument in writing signed by each of the parties. No
assignment of any of its obligations by any party shall
relieve such party from primary liability for any of its
obligations hereunder. This Agreement shall be binding upon,
and subject to the terms of the foregoing sentence, shall
inure to the benefit of the parties, their successors, legal
representatives and assigns.
8.03 Notices. Any notice, request, instruction or
other document to be given hereunder by any party to any of
the other parties shall be in writing and shall be deemed to
have been duly given when delivered personally or five days
after dispatch by registered or certified mail, postage
<PAGE>57
prepaid, return receipt requested, to the party to whom the
same is given or made, at the addresses set forth herein, with
copies,
in the case of TOC, to:
Randy Sutton, President
Trump Oil Corporation
1301-A Ridgeway Drive
Lewisville TX
and, in the case of Web and the Web Shareholder, to:
Christopher Burnell, President
Multi-Source Capital, Ltd.
21800 Oxnard Street Suite 440
Woodland Hills CA 91367
or at such other address as any party shall specify to the
others in writing.
8.04 Expenses. Whether or not the transactions
contemplated by this Agreement, each party hereto shall bear
the expenses incurred by it in connection with the
transactions contemplated hereby.
8.05 Entire Agreement. This Agreement, and other
writings and agreements specifically identified herein,
contain the entire agreement between the parties with respect
to the transactions contemplated herein and supersede all
previous written or oral negotiations, commitments or
understandings.
8.06 Waivers and Remedies. Any waiver must be in
writing. A waiver of any breach or failure to perform any of
the terms or conditions of this Agreement shall not in any way
effect, limit or waiver a party's right at any time to enforce
strict compliance thereafter with every other term or
condition of this Agreement. All remedies under this
Agreement shall be cumulative, but not alternative.
8.07 Counterparts and Headings. This Agreement may be
executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute one and
the same instrument. All headings (including, without
limitation, article headings and section titles), are inserted
for convenience of reference only and shall not effect the
meaning or interpretation of any terms of this Agreement.
References to masculine, feminine or neuter shall each include
the other, as the circumstances may require.
8.08 Severability. If to the extent that any court of
competent jurisdiction holds any provision (or any part
thereof) of this Agreement to be invalid or unenforceable,
such holdings shall in no way effect the validity of the
remainder of this Agreement.
8.09 Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Colorado.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
20/20 WEB DESIGN, INC.
By:
Christopher Burnell, President
<PAGE>58
TRUMP OIL CORPORATION
By:
Randy Sutton, President
WEB SHAREHOLDER:
MULTI-SOURCE CAPITAL, LTD.
By:
Christopher Burnell, President
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