UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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
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(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 March 31, 2000
Common Stock, $.001 10,774,787 shares
par value ----------------------
Outstanding Securities
Transitional Small Business Disclosure Format (check one): Yes |_| No |X|
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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.
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.
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
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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
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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 has 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 will only be repaid when and if the Bakery has the funds to repay the
Company and may have to institute legal proceedings to obtain repayment. Even if
the Company is successful in obtaining a judgment against the Bakery, it would
still have to collect on that judgment. The Company believes that most, if not
all, of the Bakery's assets are subject to other outstanding liens and security
interests of other senior creditors, making it difficult for the Company to
enforce any judgment it is ultimately successful in obtaining. The Company has
written off its investment in the Cake Box but will still attempt to collect the
debt.
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.
LIQUIDITY AND CAPITAL RESOURCES
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
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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 March 31, 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 is continuing to search for suitable merger candidates or
other businesses to become involved in so that it can commence operations and
generate revenues to continue paying its bills.
The Company will attempt to carry out its plan of business and hopes to
enter into a business combination with another entity. 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
For the three month periods ended March 31, 2000 and March 31, 1999, the
Company had no revenues. The Bakery operations ceased in February, 2000 and the
Company will receive no further revenues from those operations. The Company's
expenses for the three month period ended March 31, 2000 were approximately
$210,000, of which approximately $195,000 represents the loss from the write-off
of the Company's investment in the Cake Box and the remainder are its general
and administrative costs. The Company recorded a net loss of ($210,100) for the
period. For the three period ended March 31, 1999, the Company had general and
administrative expenses of approximately $2,500 for a net loss of approximately
($2,500) for the period. The net loss per share was ($.02) for the period ended
March 31, 2000 compared to a net loss of less than $.01 per share for the period
ended March 31, 1999.
For the three months ended March 31, 2000, the Company had assets of $200
compared to no assets for the period ended March 31, 1999. The Company's current
liabilities for the three months ended March 31, 2000 were approximately $15,000
compared to no liabilities for the period ended March 31, 1999. This difference
is primarily attributable to the expenses incurred in filing a registration
statement under the 1934 Act and the associated legal and accounting expenses
incurred as a result. Shareholders equity for the three months ended March 31,
2000 was approximately ($15,000) compared to total shareholder equity of zero
for the
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three months ended March 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.
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's existing capital is not 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.
PART II
Items No. 1, 2, 3, and 4 - Not Applicable.
Item No. 5 - Other Information
On February 29, 2000, the Company's president, Randy Sutton,
resigned. He was replaced on the Board of Directors by Shahram Khial, Ph.D., who
was also appointed President of the Company. Dr. Khial resigned on May 15, 2000
and was replaced on the Board of Directors by Charles Smith who was also
appointed CEO and CFO. Mr. Smith graduated from Boston University, Boston,
Massachusetts in 1979 and since that time has been a Certified Public Accountant
involved in all phases of business, including the audit of companies and tax
matters. He is a consultant to various companies ranging from an art
distribution company to a junior resource company which is developing a gold
property in Sinaloa State, Mexico. Mr. Smith has significant experience in
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accounting and securities matters.
Mr. Smith's business affiliations during the last five years are as follow:
Chairman - Dynacap Group, Ltd. - a consulting and management firm - 1992 to the
present.
Sole proprietor as a Certified Public Accountant - 1983 to the present.
Sole officer and Director - MC Cambridge, Inc. - a financial consulting firm -
1997 to present.
Sole officer and director - Asset Servicing Corporation - a leasing company -
1998 to present.
Chief Financial Officer and Director - Electrical Generation Technology
Corporation - April 2000 to present.
Item No. 6 - Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed during the three months ended March
31, 2000.
(b) Exhibits
99 Financial Statements for the periods ended March 31, 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: September 29, 2000
By /s/ Charles Smith
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Charles Smith, CEO, CFO
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