UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from N/A to N/A
Commission File No. 0-29935
20/20 WEB DESIGN, INC.
(Exact name of Registrant as specified 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. |_| Yes |_| No
APPLICABLE ONLY TO CORPORATE ISSUERS
State number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Class Outstanding at Sept. 30, 2000
Common Stock, $.001 10,774,787 shares
par value -----------------
Outstanding Securities
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
1
<PAGE>
20/20 WEB DESIGN, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
A financial statement, unaudited and included herein, beginning on page F-1
(Exhibit 99.0), is incorporated herein by this reference.
BASIS OF PRESENTATION
The accompanying unaudited financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
The accompanying statements should be read in conjunction with the audited
financial statements for the year ended December 31, 1999. In the opinion of
management, all adjustments (consisting only of normal occurring accruals)
considered necessary in order to make the financial statements not misleading,
have been included. Operating results for the nine months ended September 30,
2000 are not necessarily indicative of results that may be expected for the year
ending December 31, 2000. The financial statements are presented on the accrual
basis.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
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 when it entered into an
agreement to acquire an oil and gas company. No stock was issued and no assets
were acquired as this acquisition was not consummated.
The Company then changed its name to "Care Financial Group, Inc." on April 29,
1996. At that time, the Company had agreed to form a wholly owned subsidiary,
Care Concepts, Inc., a Nevada corporation ("Care Concepts"). The Company issued
3,700,000 shares of its common stock to Care Concepts which shares were valued
at $25,000. Care Concepts was in the business of designing and building
specialized motor vehicles for physically handicapped drivers and passengers.
Ultimately, this acquisition did not succeed and the Company paid Care Concepts
$80,000 to terminate the agreement between Care Concepts and the Company while
the shareholders of Care Concepts retained their shares of the Company's common
stock. The Company subsequently approved a 250-to-1 reverse stock split after
this transaction was terminated.
On May 15, 1997, the Company changed its name to "Trump Oil Corporation"
("Trump"). Trump proposed to merge with Fenway Resources Ltd., a Canadian
company involved in natural resource development which wanted to develop and
construct a cement manufacturing facility in the Philippines. This proposed
merger was never consummated and no shares were issued pursuant to this
agreement.
2
<PAGE>
None of the proposed business activities for which the Company's name was
changed produced any revenues or created any appreciable business activities for
the Company. On March 10, 1999, the Company entered into a letter of intent with
20/20 Web Design, Inc. ("20/20 Web"), 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, 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. The Company recorded the 8,620,000 shares of
stock issued to MSC at par value for a total of $8,620. MSC was later acquired
by TeleMall Communications, Inc. ("TeleMall"), a publicly traded company which
subsequently changed its name to Stein's Holdings, Inc. ("Stein's").
In 1999, the Company continued the business of the Colorado corporation it
acquired and continued 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. 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 (www.imagejewelry.com) but in 1999, the Company received
no revenue from this agreement.
The Company has received no revenues from this contract in 2000 and does not
anticipate receiving much in the way of revenues from this agreement. Any
revenues to be received will be minimal.
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 some of the
construction costs of a proposed bakery operation estimated to ultimately 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.
As part of its proposed acquisition of certain bakery operations, Cake Box was
to pay the sum of $700,000 and issue 1,300,000 shares of Stein's common stock to
the Bakery in exchange for the leasehold improvements and the certain contracts
of the Bakery. 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
late February, 2000, the Company and the Bakery mutually agreed to cancel their
letter of intent concerning Cake Box, although the Bakery remains liable to
repay the $195,000 it acquired from Cake Box. However, the Company has written
off this debt although it still continues its efforts to collect this sum.
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
had agreed to repay the Company the $195,000 lent to pay off certain
construction debts of the Bakery as part of the Cake Box Letter of Intent
although it is uncertain when the Bakery will be able to repay the loan. The
Company has
3
<PAGE>
written off its investment in the Cake Box but will still attempt to collect the
debt. On October 13, 2000, the Bakery filed for protection from its creditors
under Chapter 11 of the United States Bankruptcy Code. It appears unlikely that
the Company will be repaid the loan.
Following the Company's lack of success with the Cake Box venture, the Company
has determined that it will remain inactive at the present time, except for
limited web design projects it may agree to undertake in the future, although it
has no present new contracts for any web design projects, and that the Company
will 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.
When used in this Form 10-QSB, the words "anticipate", "estimate", "expect",
"project" 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 proposed plan of
operation 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.
RESULTS OF OPERATIONS
During the period from August 31, 1995 (inception) through September 30, 2000,
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 Company realized a net loss of ($8,308) from operations for the three month
period ended September 30, 2000 compared to a loss of ($7,645) for the three
month period ended September 30, 1999. For the three month period ended
September 30, 2000, the Company had no revenues. The Company also had no
revenues for the three month period ended September 30, 1999. The net loss per
share for the three month period ended September 30, 2000 was ($.00) per share
compared to a net loss per share of ($.00) for the three month period ended
September 30, 1999.
The Company realized a net loss of ($228,172) for the nine months ended
September 30, 2000 compared to a net loss of ($21,893) for the nine months ended
September 30, 1999. The difference in net loss between these two periods is the
write-off of the $195,000 loan to the Bakery. The Company had no revenues for
the nine month period ended September 30, 2000 compared to no revenues for the
nine month period ended September 30, 1999. The net loss per share for the nine
month period ended September 30, 2000 was ($.02) per share compared to a net
loss per share of ($.00) for the nine month period ended September 30, 1999.
The Company had costs and expenses of $8,308 for the three month period ended
September 30, 2000 compared to costs and expenses of $7,645 for the three month
period ended September 30, 1999. The Company's expenses consist of professional
fees, rent expense and interest expense along with general office expenses and
the costs of filing periodic reports with the SEC.
4
<PAGE>
The Company's assets at September 30, 2000 were $89 compared to approximately
$208,000 at September 30, 1999. The difference is due to write-off of the
$195,000 loan to the Bakery. The Company's liabilities at September 30, 2000
were approximately $34,000 compared to no liabilities at September 30, 1999.
Much of the difference between this two periods is due to the Company's lack of
cash to pay its accounts payable. The largest liability of the Company at
September 30, 2000 is its accounts payable - trade of approximately $32,000
compared to no account payable for the prior year's period. The Company's
current liabilities at September 30, 2000 consist of its account payable of
approximately $34,000. At September 30, 1999, the Company had no current
liabilities.
Total shareholder equity decreased from $207,760 at September 30, 1999 to
($33,429) at September 30, 2000.
LIQUIDITY AND CAPITAL RESOURCES
The Company is in the development stage. Since inception, the Company 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 approximately $158,000
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 September 30, 2000 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.
As of September 30, 2000, the Company had negative working capital of
approximately $34,000 consisting of $89 in current assets and $33,518 in current
liabilities. The Company had working capital of approximately $208,000 at
September 30, 1999 consisting of cash. If the Company is presented with business
opportunities, it will have to raise money to finance the business opportunity,
of which there can be no assurance that it will be successful in locating other
sources of capital or financing.
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.
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. It is anticipated that Stein's
will likely
5
<PAGE>
advance any funds necessary to insure that the Company is able to meet its
reporting obligations under the 1934 Act and that these loans will be repaid
either when the Company merges or acquires a business or in the event that the
loan made to Stein's Bakery is repaid. However, Stein's has not agreed in
writing to provide these funds and can only provide these funds to the extent
that it has available funds to loan to the Company.
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.
PART II
Items No. 1, 2, 3, and 4 - Not Applicable.
Item 5 - Other Information
On October 27, 2000, the Company's Chairman of the Board, Irving Einhorn,
resigned and was replaced by Mehrdad Alborz. Mr. Alborz is an attorney in Los
Angeles, CA.
Item No. 6 - Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed during the three months ended September
30, 2000.
(b) Exhibits
99 Financial Statements for the periods ended September 30, 2000 and 1999
27 Financial Data Schedule
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
20/20 WEB DESIGN, INC.
Date: November 9, 2000
By /s/ Charles Smith
-------------------------------------
Charles Smith, CEO, CFO
6
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20/20 WEB DESIGN, INC.
FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<PAGE>
TABLE OF CONTENTS
Page No.
--------
INDEPENDENT ACCOUNTANTS' REVIEW REPORT ................................. 1
FINANCIAL STATEMENTS
Balance Sheets .................................................. 2
Statements of Operations ........................................ 3
Statements of Changes in Stockholders' Equity (Deficit) ......... 4
Statements of Cash Flows ........................................ 5
Notes to Financial Statements ................................... 6 - 10
<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
To the Board of Directors and Stockholders
20/20 Web Design, Inc.
Woodland Hills, California
We have reviewed the accompanying balance sheets of 20/20 Web Design, Inc. as of
September 30, 2000 and 1999, and the related statements of operations, changes
in stockholders' equity (deficit) and cash flows for the nine months then ended,
in accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of 20/20 Web Design, Inc.
A review consists principally of inquiries of company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
Moffitt & Company, P.C.
Scottsdale, Arizona
October 16, 2000
<PAGE>
20/20 WEB DESIGN, INC.
BALANCE SHEETS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 89 $ 207,760
--------- ---------
TOTAL ASSETS $ 89 $ 207,760
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable
Trade $ 31,701 $ 0
Related entity 1,817 0
--------- ---------
TOTAL CURRENT LIABILITIES 33,518 0
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock
Authorized 25,000,000 shares, par
value .001(cent) per share
Issued and outstanding - 10,774,787 shares 10,775 10,775
Paid-in capital in excess of par value of stock 738,719 738,719
Retained earnings (deficit) (782,923) (541,734)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (33,429) 207,760
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 89 $ 207,760
========= =========
</TABLE>
See Accompanying Notes and Independent Accountants' Review Report.
2
<PAGE>
20/20 WEB DESIGN, INC.
STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Three Nine Three Nine
Months Months Months Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2000 2000 1999 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0 $ 0
GENERAL AND
ADMINISTRATIVE
EXPENSES 8,308 32,515 7,645 21,893
------------ ------------ ----------- -----------
(LOSS) FROM CONTINUING
OPERATIONS
BEFORE INCOME TAXES (8,308) (32,515) (7,645) (21,893)
INCOME TAXES 0 0 0 0
------------ ------------ ----------- -----------
(LOSS) FROM CONTINUING
OPERATIONS (8,308) (32,515) (7,645) (21,893)
DISCONTINUED OPERATIONS
(LOSS) ON INVESTMENT IN
STEIN'S CAKE BOX, INC 0 (195,657) 0 0
------------ ------------ ----------- -----------
NET (LOSS) $ (8,308) $ (228,172) $ (7,645) $ (21,893)
============ ============ =========== ===========
NET (LOSS) PER COMMON
SHARE
Basic and diluted
Continuing operations $ .00 $ .00 $ .00 $ .00
Discontinued operations .00 (.02) .00 .00
------------ ------------ ----------- -----------
Total $ .00 $ (.02) $ .00 $ .00
============ ============ =========== ===========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING
Basic and diluted 10,774,787 10,774,787 8,332,287 8,332,287
============ ============ =========== ===========
</TABLE>
See Accompanying Notes and Independent Accountants' Review Report.
3
<PAGE>
20/20 WEB DESIGN, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Paid in
Number Capital in
Of Excess of
Common Common Par Value Retained
Shares Stock of Stock Earnings
---------- ------- ----------- ---------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1999 1,004,787 $ 1,005 $ 521,349 $(519,841)
ISSUANCE OF COMMON STOCK
FOR 20/20 WEB DESIGN, INC 8,620,000 8,620 (8,620) 0
NET (LOSS) FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, 1999 0 0 0 (21,893)
---------- ------- --------- ---------
BALANCE, SEPTEMBER 30, 1999 9,624,787 9,625 512,729 (541,734)
NET (LOSS) FOR THE THREE
MONTHS ENDED
DECEMBER 31, 1999 0 0 0 (13,017)
ISSUANCE OF COMMON STOCK
FOR CASH PER PRIVATE
PLACEMENT, NET OF FEES 1,150,000 1,150 225,990 0
---------- ------- --------- ---------
BALANCE, DECEMBER 31, 1999 10,774,787 10,775 738,719 (554,751)
NET (LOSS) FOR THE NINE
MONTHS ENDED
SEPTEMBER 30, 2000 0 0 0 (228,172)
---------- ------- --------- ---------
BALANCE, SEPTEMBER 30, 2000 10,774,787 $10,775 $ 738,719 $(782,923)
========== ======= ========= =========
</TABLE>
See Accompanying Notes and Independent Accountants' Review Report.
4
<PAGE>
20/20 WEB DESIGN, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(228,172) $ (21,893)
Adjustments to reconcile net (loss) to net cash
(used) by operating activities:
Loss on investment in subsidiary 195,656 0
Organization costs 0 2,513
Changes in operating assets and liabilities:
Accounts receivable 28,173 0
Accounts payable 4,195 0
--------- ---------
NET CASH FLOWS (USED) BY OPERATING
ACTIVITIES (148) (19,380)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 0 227,140
--------- ---------
NET CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES 0 227,140
--------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (148) 207,760
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD 237 0
--------- ---------
CASH AND CASH EQUIVALENTS, END OF
PERIOD $ 89 $ 207,760
========= =========
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. $ 0 $ 8,620
========= =========
</TABLE>
See Accompanying Notes and Independent Accountants' Review Report.
5
<PAGE>
20/20 WEB DESIGN, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
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 managing and acquiring
subsidiary corporations.
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.
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 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. In
accordance with FASB 128, potentially dilutive securities that would have
an anti-dilutive effect on net loss per share are excluded.
See Accompanying Notes and Independent Accountants' Review Report.
6
<PAGE>
NOTE 2 CASH IN BANK
At September 30, 1999, the company had $207,760 deposited in one banking
institution. Only $100,000 of the balance is insured by the Federal
Deposit Insurance Corporation.
NOTE 3 INCOME TAXES
<TABLE>
<CAPTION>
2000 1999
--------- --------
<S> <C> <C>
(Loss) from continuing operations before income taxes $(228,172) $(21,893)
--------- --------
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 federal statutory rates $ 0 $ 0
--------- --------
Income tax per books $ 0 $ 0
--------- --------
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
--------- --------
<CAPTION>
Temporary differences and carryforwards that give rise to
deferred tax assets and liabilities included the following:
Deferred Tax
-----------------------
2000 1999
--------- --------
<S> <C> <C>
Net operating loss $ 53,700 $ 23,650
Less valuation allowance 53,700 23,650
--------- --------
Net $ 0 $ 0
========= ========
<CAPTION>
A reconciliation of the valuation allowance is as follows:
2000 1999
--------- --------
<S> <C> <C>
Balance, beginning of period $ 19,300 $ 19,082
Addition to allowance for the nine months ended
September 30, 2000 and 1999 34,400 4,568
--------- --------
Balance, end of period $ 53,700 $ 23,650
========= ========
</TABLE>
See Accompanying Notes and Independent Accountants' Review Report.
7
<PAGE>
20/20 WEB DESIGN, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
NOTE 4 NET OPERATING LOSS CARRYFORWARDS
The corporation has the following net operating loss carryforwards:
Year Amount Expiration Date
-------- ------------- -------------------
1998 $ 94,200 2018
1999 35,524 2019
2000 228,172 2020
---------
$ 357,896
=========
Future changes in ownership may limit the ability of the company to
utilize these net operating loss carryforwards prior to their expiration.
NOTE 5 PRIVATE PLACEMENT OFFERING
In March 1999, the company had a private placement for 11,500,000 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 6 STOCK OPTIONS
The company does not have any stock options outstanding.
NOTE 7 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 and the company
recorded the merger as follows:
Increase in common stock
8,620,000 shares @ .001(cent)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:
See Accompanying Notes and Independent Accountants' Review Report.
8
<PAGE>
20/20 WEB DESIGN, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
NOTE 7 BUSINESS COMBINATION (CONTINUED)
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 8 INSURANCE
The company does not carry liability or worker's compensation insurance.
NOTE 9 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 profits generated by the Internet web site
created by the company.
The initial term of the contract shall be for two years.
The company has not realized any income on the contract.
NOTE 10 DISCONTINUED OPERATIONS
The following information is presented for the loss from discontinued
operations:
a. Segment discontinued - subsidiary corporation, Stein's Cake
Box, Inc.
b. Discontinued date - February 29, 2000
c. Manner of disposal - investment written-off as worthless
d. Remaining assets and liabilities - none at February 29, 2000
e. Income or loss from February 29, 2000 to September 30, 2000 -
none
f. Proceeds from disposal of assets - none
See Accompanying Notes and Independent Accountants' Review Report.
9
<PAGE>
20/20 WEB DESIGN, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
NOTE 11 UNAUDITED FINANCIAL INFORMATION
The accompanying financial information as of September 30, 2000 and 1999
is unaudited. In management's opinion, such information includes all
normal recurring entries necessary to make the financial information not
misleading.
NOTE 12 COMPUTATION OF EARNINGS PER SHARE
2000 1999
------------ -----------
From continuing operations
Net (loss) from continuing operations $ (32,515) $ (14,248)
------------ -----------
Weighted average number of common
shares outstanding 10,774,787 8,332,287
(Loss) per share $ (.00) $ (.00)
============ ===========
From discontinued operations
Net (loss) from discontinued operations $ (195,656) $ 0
------------ -----------
Weighted average number of common
shares outstanding 10,774,787 8,332,287
(Loss) per share $ (.02) $ (.00)
============ ===========
See Accompanying Notes and Independent Accountants' Review Report.
10
