UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________.
Commission File Number: 33-11986-LA
STEIN'S HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 88-022660
------ ---------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
21800 Oxnard Street Suite 440, Woodland Hills CA 91367
(Address of principal executive offices)(Zip Code)
Company's telephone number, including area code: (818) 598-6780
Securities registered pursuant to Section 12(b) of the Act: None.
Name of each exchange on which registered: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or such
shorter period of that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes |X|
No |X|
Check if there is no disclosure of delinquent filers to Item 405 of
Regulation S-B contained in this form, and if no disclosure will be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K. |X|
The number of shares outstanding of the Company's $.001 Par Value Common
Stock, as of December 31, 1999 were 4,401,166. The
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aggregate number of shares of the voting stock held by non-affiliates on March
22, 2000 was 303,727. The market value of these shares, computed by reference to
the market closing price on March 22, 2000 was $1,518,635. For the purposes of
the foregoing calculation only, all directors and executive officers of the
registrant have been deemed affiliates. The number of shares of the issuer's
common stock as of March 22, 2000 was 4,401,166.
DOCUMENTS INCORPORATED BY REFERENCE: None.
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PART I
ITEM 1. BUSINESS
A) General
The Registrant (the "Company"), formerly known as "Vegas Ventures, Inc."
and "TeleMall Communications, Inc." was engaged in developing its business plan,
marketing analysis and extensive promotional, marketing and advertising efforts
in 1996, after its acquisition of TeleMall Network, Inc. The Registrant intended
to create and implement an inter-active home office business systems during the
later part of 1996 and early 1997. By late 1996, it became apparent that the
Company was not seeing any success in its proposed inter-active home office
business system. The Company had expended all its capital in these failed
ventures and was subsequently unable to raise any additional capital to fund its
operations. By February, 1997, the Company had ceased operations and closed down
its office, letting all of its employees go since it could no longer afford to
pay them. At that time, most of the officers and directors of the Company
resigned.
For most of 1997 and all of 1998, the Company was an inactive/dormant
company. In early 1999, its Board of Directors entered into negotiations to
acquire Multi-Source Capital, Ltd. ("MSC"), a Colorado corporation. As a
condition to completing that acquisition, the Company's shareholders approved a
200-to-1 reverse stock split and changed the Company's name to "Stein's
Holdings, Inc." MSC was a company engaged in web design, through a wholly owned
subsidiary, 20/20 Web Design, Inc., import/export, business consulting and
related services. Also, MSC had entered into an agreement with College
Connection, Inc. dba Stein's Bakery, Inc. in Lewisville, Texas to acquire its
bakery operations. As part of that proposed acquisition, MSC had to raise
$1,200,000 to pay off certain liabilities of the bakery. MSC assigned that
contract to the Company as part of its acquisition. MSC also transferred assets,
consisting mostly of cash and securities, to the Company in exchange for the
issuance of 4,247,754 shares of the Company's stock to the MSC shareholders. As
part of this transaction, two of the former Board members resigned. The size of
the Board was increased to five and four new directors were appointed to the
Board.
B) Narrative Description of Business
During 1999, the Company, after acquiring MSC, began hiring employees and
rented office space to conduct its operations. The Company also consulted with
the Bakery and assisted the Bakery in
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managing its operations. In 1997 and 1998, the Company was dormant. Since its
acquisition of MSC, the Company has been attempting to raise the $1,200,000
necessary to complete its acquisition of the bakery operation in Texas. To date,
the Company has been unsuccessful and it is doubtful that the Company will be
able to consummate that transaction. At the present time, the Company is
investing the capital it does have to fund its operations as it seeks other
business opportunities in addition to the acquisition of the Bakery. Management
will continue its consideration of opportunities to establish a business for the
Company.
The Company owns 80% of 20/20 Web Design, Inc., a Nevada corporation
traded on the Electronic Bulletin Board under "TWEB". 20/20 established a
subsidiary, Stein's Cake Box ("Cake Box"), a Nevada corporation, to engage in
business with certain retail convenience stores in Texas through leasing
production facilities through the Bakery. 20/20 Web lent $195,000 to Cake Box to
fund its acquisition of these contracts from the Bakery. If the transaction is
not consummated, the money must be repaid to 20/20 Web. In December, 1999, Cake
Box commenced operations, selling 98.%5 of its products to one customer in the
Dallas metropolitan area. All of the products that Cake Box sold are purchased
from the Bakery. In December, Cake Box had $28,136 in revenues.
As of December 31, 1999, the Company had one employee who was also an
officer of the Corporation.
Item 2. Properties.
The Company presently shares office space with a related entity and its
attorney. The Company's portion of the rent is approximately $1,500 and the
lease expires in 2002. The Company anticipates that this space is sufficient for
the near future.
Item 3 Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.
The Company's common stock has been traded on the OTC Electronic Bulletin
Board since Spring, 1996 under the symbol
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"TELM" and since April, 1999, under the symbol "SNHS." The following table
reflects the high and low quarterly bid prices for 1999. This information was
provided to the Company by the National Association of Securities Dealers, Inc.
(the "NASD"). These quotations reflect inter-dealer prices, without retail
mark-up or mark-down or commissions. These quotations may not necessarily
reflect actual transactions.
- --------------------------------------------------------------------------------
Period High Bid Low Bid
- --------------------------------------------------------------------------------
1st Qtr 1999 .02 .015
- --------------------------------------------------------------------------------
2nd Qtr 1999 10.125 3.00
- --------------------------------------------------------------------------------
3rd Qtr 1999 11.00 5.00
- --------------------------------------------------------------------------------
4th Qtr 1999 10.125 6.00
- --------------------------------------------------------------------------------
The stock quotations from the second quarter of 1999 forward are after the
Company's 200--for-1 reverse stock split.
As of December 31, 1999, the Company had 4,401,166 shares of its common
stock issued and outstanding, of which 303,727 were held by non-affiliates. In
March, 1999, the Redeemable Convertible, Preferred Stock was canceled since the
Company had not received the assets for which it had issued the Redeemable
Convertible Preferred Stock. The Redeemable Convertible Preferred Stock was
never traded on any exchange or trading medium and all the Redeemable
Convertible Preferred Shares were restricted shares.
The Company's CUSIP number is 85847R108. The Company has authorized a
total of 50,000,000 shares of common stock, par value $.001. The Company has
authorized a total of 10,000,000 shares of preferred stock, par value $10.00 and
presently has no shares of preferred stock issued and outstanding. The Company
estimates that it has in excess of 300 total shareholders as of March 22, 2000.
Item 6. Selected Financial Data.
YEARS ENDED DECEMBER 31
- --------------------------------------------------------------------------------
1995 1996 1997 1998 1999
- --------------------------------------------------------------------------------
Net Revenue 0 453,705 0 0 (3,417)
- --------------------------------------------------------------------------------
Earnings (1,011,466) (281,412) 0 0 (241,339)
(Loss)
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
Net Loss (.077) nil 0 0 (.055)
per common
share
- --------------------------------------------------------------------------------
Current 1,580,000 3,601,061 3,601,061 3,601,061 584,288
Assets
- --------------------------------------------------------------------------------
Long term 0 41,000 41,000 41,000 1,428
obligations
- --------------------------------------------------------------------------------
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
During 1999, the Company began operations after two years of being
inactive/dormant. The Company appointed new management after its acquisition of
MSC and rented office space. The Company has been trying to raise the necessary
capital to acquire the Bakery but as of December 31, 1999, it had been unable to
raise the required funds. The Company lent $37,500 to the Bakery, whose sole
officer and director is Randy Sutton, President of the Company. The Bakery will
repay the loan with interest only payments with all interest and unpaid
principal due in September, 2000. In addition, the Company's subsidiary, 20/20
Web, lent $195,000 to Stein's Cake Box ("Cake Box"), a Nevada corporation which
was formed by 20/20 Web to acquire certain contracts owned by the Bakery. As
part of its agreement with the Bakery, 20/20 Web lent $195,000 to Cake Box to
help pay for certain construction and capital improvements. If the agreement was
not completed, the Bakery and Cake Box remain obligated to repay 20/20 Web the
$195,000. The Company and 20/20 Web are presently negotiating the terms of the
repayment of this debt.
For the year ended December 31, 1999, the Company had revenues of
$(3,417). This amount is the net of unrealized losses on securities the Company
held at that date of ($37,180) plus revenues of $28,136 from sales of bakery
products through 20/20 Web (through the Cake Box), $2,500 in web site design
revenue from 20/20 Web and $3,127 of interest and dividends.
For the year ended December 31, 1999, the Company had expenses of $375,119
compared to no expenses at December 31, 1998. The Company's expenses consisted
primarily of costs of goods sold totaling $27,264 and general and administrative
expenses of $346,3232.
For the year ended December 31, 1998, the Company had no revenue and no
expenses. The Company had no gain or loss for the
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year ended December 31, 1998 when the Company had no operations and generated no
revenue.
At December 31, 1999, the Company had working capital of $234,320 which
consisted of current assets of $584,288 and current liabilities of $349,968. The
Company's assets at December 31, 1999 were $1,074,957 which consisted of cash,
securities, deferred tax asset, accounts receivable and loans receivable. At
December 31, 1998, the Company had assets of $5,101,061 which consisted of
artwork and a mutual fund for which the Company had issued convertible,
preferred stock. Since the Company never received title to these assets, the
Company canceled the convertible, preferred stock in March, 1999 and adjusted
its balance sheet accordingly. At December 31, 1999, the Company had current
liabilities of $349,968 as compared to $331,687 at December 31, 1998. The
Company issued stock in satisfaction of a debt of $41,000 owed to an officer and
director in March, 1999 and issued stock in satisfaction of other liabilities of
the Company in 1999. The current liabilities of the Company at December 31, 1999
are composed primarily of accounts payable of $312,468 due by Stein's Cake Box,
a subsidiary of 20/20 Web, to the Bakery. There is also a note payable to a
shareholder of the Company which apparently was incurred in 1996, of which the
Company's present management only recently became aware as well as income taxes
of $4,949.
At December 31, 1999, shareholder equity totaled $684,613 compared to
shareholder equity of $4,769,374 at December 31, 1998. This decrease in
shareholder equity is due primarily to the cancellation of the convertible
preferred stock in March, 1999. In 1999, the Company left the development stage.
The Company realized a loss of $.055 for each share of common stock outstanding
at December 31, 1999 compared to no loss for December 31, 1998. Liquidity and
Capital Resources
Liquidity and Capital Resources
At December 31, 1999, the Company had working capital of $234,320 which
consisted of current assets of $584,288 and current liabilities of $349,968.
While the Company has adequate working capital for its current operations, it
does not have sufficient capital to complete its proposed acquisition of Stein's
Bakery.
The Company has an agreement to acquire Stein's Bakery in Lewisville,
Texas. To complete this acquisition, the Company must raise approximately
$1,200,000. To date, the Company has been unable to raise this sum and it
appears likely that the merger will not be completed. In the event that the
merger is not completed, the Company will seek out other opportunities to
acquire an
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operating business for the Company. The Company has sufficient assets to
continue to operate its business at the present time.
Effect of Inflation
Inflation did not have any significant effect on the operations of the
Company during the nine months ended September 30, 1999. Further, inflation is
not expected to have any significant effect on future operations of the Company.
Item 8. Financial Statements and Supplementary Data.
Financial statements are audited and included herein beginning on Exhibit
1, page 1 and are incorporated herein by this reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There were no disagreements with accountants on accounting and financial
disclosure during the relevant period. The Company's former accountant passed
away in 1999 and the Company engaged a new auditor to conduct the 1996 through
1998 audits. Subsequent to new management being appointed in 1999, a new auditor
was engaged but not due to any disagreements concerning accounting or financial
disclosure.
Part III
Item 10. Directors and Executive Officers of the Registrant.
Identification of Directors and Executive Officers of the Company
The following table sets forth the names and ages of all directors and executive
officers of the Company and all persons nominated or chosen to become a
director, indicating all positions and offices with the Company held by each
such person and the period during which he has served as a director:
The principal executive officers and directors of the Company are as
follows:
Name Position Term(s) of Office
- ---- -------- -----------------
Rex A. Morden Director, CFO August 1, 1998 to the
present
James Smith Director April 1, 1999 to the
present
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Irving M. Einhorn Director April 1, 1999 to the
present
Christopher Burnell Director, COO April 1, 1999 to the
present
Shahram Khial Director, President March 1, 2000 to the
present
In August, 1998, a new board of directors was appointed, comprised of Rex
A. Morden, Thomas Wells and Eric Savage. This Board served until April, 1999
when Messrs. Wells and Savage resigned and were replaced by Randy Sutton, Irving
Einhorn, James Smith and Christopher Burnell as part of the acquisition of
Multi- Source Capital, Ltd. Mr. Sutton was appointed CEO, Mr. Morden was
appointed CFO and Mr. Burnell was appointed COO. In February, 2000, Mr. Sutton
resigned and was replaced by Shahram Khial, Ph.D. as Director and President.
Family Relationships. There are no family relationships between any of the
officers and directors.
Business Experience. The following is a brief account of the business experience
during at the least the last five years of the directors and executive officers,
indicating their principal occupations and employment during that period, and
the names and principal businesses of the organizations in which such
occupations and employment were carried out.
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.
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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 20/20 Web Design, Inc., a company
in which the Registrant is majority shareholder, traded on the OTC Electronic
Bulletin Board under the symbol "TWEB" 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 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.
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Mr. Smith is also a director of 20/20 Web Design, Inc., a company in which the
Registrant is majority shareholder, traded on the OTC Bulletin Board under the
symbol "TWEB" 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 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. Dr. 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 20/20 Web Design, Inc., a company
in which the Registrant is the majority shareholder, traded on the OTC Bulletin
Board under the symbol "TWEB."
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 April,
1999. Mr. Burnell is presently COO of 20/20 Web Design, Inc., a company in which
the Registrant is the majority shareholder and which trades on the OTC
Electronic Bulletin Board under the symbol "TWEB." 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 attended Southwestern College and Grossmont College.
REX A. MORDEN. Mr. Morden was a registered representative for Marshall Davis,
Inc., a NASD member firm from 1986 to 1987. From
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1987 to 1990, Mr. Morden was a registered representative for Richfield
Securities, a NASD member firm. From 1990 to August, 1992, Mr. Morden was a
registered representative for Private Investor Cartel, Ltd., also a NASD member
firm. Mr. Morden currently offers consulting and broker relation services to
publicly owned companies. Mr. Morden presently holds Series 7 and 63 securities
licenses.
Identification of Certain Significant Employees. The Company does not employ any
persons who make or are expected to make significant contributions to the
business of the Company.
Item 11. Executive Compensation.
During fiscal 1999, and as of the date of the filing of this report, the
following officers were paid the compensation as noted below:
Name Position Annual Compensation Year
- ---- -------- ------------------- ----
Rex A. Morden CFO $ 0 1999
Christopher Burnell COO $48,000 1999
Christopher Burnell COO $48,000 2000
Shahram Khial President $48,000 2000
Mr. Burnell resigned in February, 2000 to open his own sporting goods store and
will not receive his entire salary for 2000.
Compensation Pursuant to Plans. Other than disclosed above, the Company has no
plan pursuant to which cash or non-cash compensation was paid or distributed
during the last fiscal year, or is proposed to be paid or distributed in the
future, to the individuals and group described in this item.
Compensation of Directors. Directors of the Company are entitled to reasonable
reimbursement for their travel expenses in attending meetings of the Board of
Directors.
Termination of Employment and Change of Control Arrangement. Except as noted
herein, the Company has no compensatory plan or arrangements, including payments
to be received from the Company, with respect to any individual names above from
the latest or next preceding fiscal year, if such plan or arrangement results or
will result from the resignation, retirement or any other termination of such
individual's employment with the Company, or from a change in control of the
Company or a change in the individual's responsibilities following a change in
control.
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Section 16(a) Beneficial Ownership Reporting Compliance. During the year ended
December 31, 1999, the following persons were officers, directors and more than
ten-percent shareholders of the Company's common stock:
Name Position Filed Reports
- ---- -------- -------------
Rex Morden CFO, Director, Shareholder Yes
Irving Einhorn Director Yes
Randy Sutton CEO, Director Yes
Christopher Burnell COO, Director Yes
James Smith Director Yes
Tisa Capital Corp. Shareholder Yes
Item 12. Security Ownership of Certain Beneficial Owners and Management.
There were 4,401,166 shares of the Company's common stock issued and
outstanding on December 31, 1999. No preferred shares were issued and
outstanding at December 31, 1999. The following tabulates holdings of shares of
the Company by each person who, subject to the above, at the date of this
Report, holds or record or is known by Management to own beneficially more than
five percent (5%) of the Common Shares of the Company and, in addition, by all
directors and officers of the Company individually and as a group.
Amount
Name and Address of of Common Shares
Beneficial Owner Currently Owned Percent
- ---------------- --------------- -------
Rex Morden (1) 219,575 4.99
21800 Oxnard Street #440
Woodland Hills CA 91367
Irving M. Einhorn (1) 167,000 3.79
21800 Oxnard Street #440
Woodland Hills CA 91367
Christopher Burnell (1) 167,000 3.79
21800 Oxnard Street #440
Woodland Hills CA 91367
James Smith (1) 168,898 3.84
21800 Oxnard Street #440
Woodland Hills CA 91367
Shahram Khial (1) 2,505 0.01
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21800 Oxnard Street #440
Woodland Hills CA 91367
Tisa Capital Corp. 3,374,966 76.68
21800 Oxnard Street #440
Woodland Hills CA 91367
All directors and officers
as a group (5) 724,978 16.47
- ----------
(1) Denotes officer and/or director.
Changes in Control. There are no arrangements known to the Company, including
any pledge by any person of securities of the Company, the operation of which
may at a subsequent date result in a change of control of the Company.
Item 13. Certain Relationships and Related Transactions.
The Company shares office space with its attorney and with a related
entity. It provides office space to its subsidiary, 20/20 Web Design, Inc., of
which it owns 80%, at no charge. The Company's portion of the rent is
approximately $1,500 per month and the lease runs through November, 2002.
In May, 1999, the Company issued 4,000 (post-split) shares of its common
stock to its former landlord to satisfy claims that the former landlord had
asserted against the Company for unpaid rent and other charges. In March, 1999,
the Company issued 12,500 (post-split) shares of its common stock to its former
attorney as compensation for past services. Also in March, 1999, the Company
also issued 50,000 (post-split) shares of its common stock to Rex Morden, CFO
and director, in cancellation of $41,000 in promissory notes due to him from the
Company and as cancellation of certain other debts and obligations the Company
owed him.
In April, 1999, the Company acquired a private company, Multi-Source
Capital Ltd. ("MSC"), a Colorado corporation, by issuing 4,247,754 (post-split)
shares of its common stock to MSC's shareholders in exchange for the transfer of
assets worth approximately $530,000. As part of this transaction, the two of the
Company's former officers and directors resigned and a new slate of officers and
directors were elected and appointed. As part of this acquisition, the
shareholders of the Company approved a 200-for-1 stock split and the name of the
Company was changed to Stein's Holdings, Inc. At this time, the Company assumed
an agreement previously entered into by MSC to acquire College Connection, Inc.
d.b.a. Stein's Bakery, a wholesale and retail
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bakery operation located in Dallas, Texas. The proposed acquisition of Stein's
Bakery requires the Company to raise approximately $1,200,000 to pay off certain
indebtedness of Stein's Bakery as well as the issuance of 1,000,000 shares of
the Company's common stock to the sole shareholder of Stein's Bakery. As of the
date of this report, the proposed acquisition of Stein's Bakery has not occurred
and the Company has been unable to raise the $1,200,000 needed to consummate
this transaction. It is unlikely that the Company will be able to complete this
transaction. The president of Stein's Bakery is Randy Sutton, former CEO and
director of the Company. At the time that MSC agreed to acquire the Bakery, Mr.
Sutton was not an affiliate of either the Company or MSC. After the acquisition
of MSC, Mr. Sutton became a Director and CEO of the Company. He remains sole
director and officer of Stein's Bakery and Cake Box.
As a consequence of its acquisition of MSC, the Company became the
majority shareholder of another publicly traded company, 20/20 Web Design, Inc.
("20/20 Web"), a Nevada corporation formerly known as Trump Oil Corporation.
20/20 Web merged with MSC's wholly owned subsidiary and MSC received eighty
percent of the issued and outstanding shares of 20/20 Web as a result of that
merger.
As part of its efforts to acquire Stein's Bakery, the Company lent $37,500
to Stein's Bakery. In addition, the Company guaranteed an obligation of Stein's
Bakery in the principal amount of $25,000. If Stein's Bakery does not pay this
debt, the Company will remain obligated to pay this debt. The Company is
presently negotiating the repayment of the $37,500 debt by Stein's Bakery. In
addition, 20/20 Web Design, Inc. lent $195,000 to Stein's Cake Box, Inc., a
related entity of Stein's Bakery, and 20/20 Web Design, Inc. is presently
negotiating the repayment of that debt.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(A) Financial Statements and Schedules
The following financial statements and schedules are filed as part of this
report:
Independent Auditors' Report
Consolidated Balance Sheet
Consolidated Statement of Operations
Consolidated Statement of Changes in Stockholders' Equity
Consolidated Statement of Cash Flows
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Notes to Consolidated Financial Statements
(B) List of Exhibits
The following exhibits are filed with this report.
Financial Statements.
Financial Data Schedule
(C) Reports filed on Form 8-K.
There were no Reports filed on Form 8-K during the fourth quarter of the
Company's fiscal year ended December 31, 1999.
Pursuant to the requirements of Section 13 or 15(d) 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.
March 31, 2000 STEIN'S HOLDINGS, INC.
/s/ Shahram Khial, Ph.D.
----------------------------------------
Shahram Khial, President, Director
/s/ Rex A. Morden
----------------------------------------
Rex A. Morden, CFO, Director
/s/ Christopher Burnell
----------------------------------------
Christopher Burnell, COO, Director
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STEIN'S HOLDINGS, INC.
(FORMERLY TELEMALL COMMUNICATIONS, INC.)
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
TABLE OF CONTENTS
Page No.
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INDEPENDENT AUDITORS' REPORT ........................................... 1
FINANCIAL STATEMENTS
Consolidated Balance Sheet ...................................... 2
Consolidated Statement of Operations ............................ 3
Consolidated Statement of Changes in Stockholders' Equity ....... 4
Consolidated Statement of Cash Flows ............................ 5-6
Notes to consolidated Financial Statements ...................... 7-15
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Stein's Holdings, Inc.
Woodland Hills, California
We have audited the accompanying consolidated balance sheet of Stein's Holdings,
Inc. (A Nevada Corporation) as of December 31, 1999, and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the company's management. Our responsibility is to express an opinion on
these 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 audit 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 Stein's Holdings, Inc. as of
December 31, 1999, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
Moffitt & Company, P.C.
Scottsdale, Arizona
February 4, 2000
<PAGE>
STEIN'S HOLDINGS, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999
<TABLE>
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 3,171
Trading securities 393,887
Accounts receivable 28,136
Loans receivable
Related entity 37,500
Other 1,000
Deferred tax asset 120,087
Prepaid insurance 507
-----------
TOTAL CURRENT ASSETS $ 584,288
PROPERTY AND EQUIPMENT 490,669
-----------
TOTAL ASSETS $ 1,074,957
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable
Trade $ 5,394
Related entity 312,468
Accrued liabilities and payroll taxes 2,157
Note payable 25,000
Corporation income taxes payable 4,949
-----------
TOTAL CURRENT LIABILITIES $ 349,968
LONG-TERM LIABILITIES
Deferred income tax payable 1,428
MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY 38,948
STOCKHOLDERS' EQUITY
Convertible preferred stock
Authorized 10,000,000 shares, par
value $10 per share
Issued and outstanding - 0- shares 0
Common stock
Authorized 50,000,000 shares, par
value $.001 per share
Issued and outstanding - 4,401,166 shares 4,401
Paid in capital in excess of par value of stock 2,924,005
Retained earnings (deficit) (2,243,793)
-----------
TOTAL STOCKHOLDERS' EQUITY 684,613
-----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 1,074,957
===========
</TABLE>
See Accompanying Notes and Independent Auditors' Report.
<PAGE>
STEIN'S HOLDINGS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
REVENUES
<S> <C> <C>
Realized and unrealized gains on trading securities $ (37,180)
Sales, bakery products 28,136
Website design 2,500
Dividends, interest and other 3,127
-----------
TOTAL REVENUES (DEFICIT) $ (3,417)
COSTS AND EXPENSES
Cost of goods sold 27,264
General and administrative expenses 346,323
Interest expense 1,532
-----------
TOTAL COSTS AND EXPENSES 375,119
-----------
(LOSS) BEFORE INCOME TAXES (REFUND)
AND MINORITY INTEREST (378,536)
INCOME TAXES (REFUND) (130,215)
-----------
(LOSS) BEFORE MINORITY INTERESTS (248,321)
MINORITY INTEREST IN (LOSS) OF SUBSIDIARIES 6,982
-----------
NET (LOSS) $ (241,339)
===========
NET (LOSS) PER COMMON SHARE
Basic and diluted $ (.055)
===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES
Basic and diluted 4,369,218
===========
</TABLE>
See Accompanying Notes and Independent Auditors' Report.
2
<PAGE>
STEIN'S HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Convertible Preferred Stock Common Stock
---------------------------- ---------------------------
Shares Amount Shares Amount
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1999 510,000 $ 5,100,000 8,875,105 $ 8,875
CANCELLATION OF PREFERRED
STOCK (510,000) (5,100,000) 0 0
ISSUANCE OF COMMON STOCK
FOR SERVICES, AT PAR VALUE 0 0 12,500,000 12,500
----------- ----------- ----------- -----------
SUBTOTAL 0 0 21,375,105 21,375
===========
200-TO-1 REVERSE STOCK SPLIT
(NO CHANGE IN PAR VALUE) 0 0 106,876 (21,269)
PRIVATE PLACE OF STOCK
THROUGH SUBSIDIARY
COMPANIES 0 0 0 0
MERGER WITH 20/20 WEB
DESIGN, INC 0 0 0 0
ISSUANCE OF COMMON STOCK
FOR MERGER OF MULTI-
SOURCE CAPITAL LTD 0 0 4,247,754 4,248
ISSUANCE OF COMMON STOCK
FOR
CASH 0 0 18,610 19
RENT 0 0 4,000 4
ACCOUNTS PAYABLE 0 0 13,926 14
CONSULTING SERVICES 0 0 10,000 10
TRANSFER OF DEFICIT
ACCUMULATED DURING
DEVELOPMENT STAGE TO
RETAINED EARNINGS 0 0 0 0
NET (LOSS) FOR THE YEAR
ENDED DECEMBER 31, 1999 0 0 0 0
----------- ----------- ----------- -----------
BALANCE, DECEMBER 31, 1999 0 $ 0 4,401,166 $ 4,401
=========== =========== =========== ===========
</TABLE>
See Accompanying Notes and Independent Auditors' Report.
3
<PAGE>
<TABLE>
<CAPTION>
Deficit
Paid in Accumulated
Capital in Retained During
Excess of Earnings Development
Par Value (Deficit) Stage
----------- ----------- -----------
<S> <C> <C> <C>
BALANCE, JANUARY 1, 1999 $ 1,167,885 $ 0 $(1,507,386)
CANCELLATION OF PREFERRED
STOCK 290,687 0 0
ISSUANCE OF COMMON STOCK
FOR SERVICES, AT PAR VALUE 0 0 0
----------- ----------- -----------
SUBTOTAL 1,458,572 0 (1,507,386)
200-TO-1 REVERSE STOCK SPLIT 21,269 0 0
(NO CHANGE IN PAR VALUE)
PRIVATE PLACE OF STOCK
THROUGH SUBSIDIARY
COMPANIES 227,140 0 0
MERGER WITH 20/20 WEB
DESIGN, INC 455,952 (461,428) 0
ISSUANCE OF COMMON STOCK
FOR MERGER OF MULTI-
SOURCE CAPITAL LTD 560,986 (33,640) 0
ISSUANCE OF COMMON STOCK
FOR
CASH 92,981 0 0
RENT 19,996 0 0
ACCOUNTS PAYABLE 85,129 0 0
CONSULTING SERVICES 1,980 0 0
TRANSFER OF DEFICIT
ACCUMULATED DURING
DEVELOPMENT STAGE TO
RETAINED EARNINGS 0 (1,507,386) 1,507,386
NET (LOSS) FOR THE YEAR
ENDED DECEMBER 31, 1999 0 (241,339) 0
----------- ----------- -----------
BALANCE, DECEMBER 31, 1999 $ 2,924,005 $(2,243,793) $ 0
=========== =========== ===========
</TABLE>
See Accompanying Notes and Independent Auditors' Report.
4
<PAGE>
STEIN'S HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(241,339)
Adjustments to reconcile net (loss) to net cash
(used) by operating activities:
Depreciation and amortization 3,692
Minority interest in (loss) of subsidiary (6,982)
Common stock issued for services and rent 76,217
Increases (decreases) in:
Trading securities 176,639
Accounts receivable (28,136)
Deferred tax assets (120,087)
Prepaid insurance (507)
Accounts payable 32,184
Accrued liabilities and payroll taxes 960
Corporation income taxes payable (10,128)
---------
NET CASH FLOWS (USED) BY OPERATING
ACTIVITIES $(117,487)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (202,469)
Increase in notes receivable (38,500)
---------
NET CASH FLOWS (USED) BY INVESTING
ACTIVITIES (240,969)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 320,140
---------
NET CASH FLOWS PROVIDED BY
FINANCING ACTIVITIES 320,140
---------
NET (DECREASE) IN CASH AND CASH
EQUIVALENTS (38,316)
CASH AND CASH EQUIVALENTS,
JANUARY 1, 1999 41,487
---------
CASH AND CASH EQUIVALENTS,
DECEMBER 31, 1999 $ 3,171
=========
See Accompanying Notes and Independent Auditors' Report.
5
<PAGE>
STEIN'S HOLDINGS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999
SUPPLEMENTARY DISCLOSURE OF
CASH FLOW INFORMATION
Interest paid $ 1,532
========
Taxes paid $ 0
========
NON CASH INVESTING AND FINANCING
ACTIVITIES
Related party payable for acquisition of
property and equipment $285,204
========
Issuance of common stock for rent, accounts
payable and consulting services $101,633
========
Cancellation of preferred stock $290,687
========
See Accompanying Notes and Independent Auditors' Report.
6
<PAGE>
STEIN'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Stein's Holdings, Inc., a Nevada corporation, was incorporated on November
3, 1986. The company was originally incorporated as Ed Phills, Inc. and
its name was changed to Vegas Ventures, Inc., Telemall Communications,
Inc. and subsequently to Stein's Holdings, Inc. The company was a
development stage company until 1999, when it acquired the following
companies and became an active company:
Multi-Source Capital Ltd. - Merged into Stein's Holdings, Inc. in May
1999.
20/20 Web Design, Inc. - The company acquired 80% ownership in this
company in March 1999.
Stein's Cake Box, Inc. - Became a wholly owned subsidiary of 20/20 Web
Design, Inc. in December 1999.
Nature of Business
Stein's Holdings, Inc. main activities and sources of income are derived
from daily trading in the stock and commodities markets.
20/20 Web Design, Inc. is in the business of developing website designs
and managing and acquiring subsidiary companies.
Stein's Cake Box, Inc. sells bakery products to retail establishments in
the Dallas, Texas, metropolitan area.
Principles of Consolidation
The consolidated financial statements include the accounts of Stein's
Holdings, Inc. and its 80% owned subsidiary, 20/20 Web Design, Inc. and
its 100% owned subsidiary, Stein's Cake Box, Inc.
All material inter-company accounts and transactions have been eliminated.
Methods of Accounting
All of the companies have adopted the accrual method of accounting. In
addition, Stein's Holdings, Inc.'s method of accounting for trading
securities requires that sales of securities be recorded on the "trade
date" for the stock transaction.
See Accompanying Notes and Independent Auditors' Report.
7
<PAGE>
STEIN'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Trading Securities
The company has adopted Statement of Financial Accounting Standards No.
115. This statement requires that trading securities be recorded as
follows:
A. Balance sheet - recorded at fair market value as a current
asset.
B. Unrealized holding gains and losses - included in the
statement of income as current earnings.
C. Dividends and interest income - included in the statement of
income as current earnings.
D. Cash flows from purchase, sales, and maturities of trading
securities shall be classified as cash flows from operating
activities.
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
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.
The company depreciates its property and equipment for financial reporting
purposes using the straight-line method based upon the following useful
lives of the assets:
Computer hardware 5 years
Computer software 3 years
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.
See Accompanying Notes and Independent Auditors' Report.
8
<PAGE>
STEIN'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
Compensated Absences
Employees of the corporation are entitled to paid vacations, sick days and
other time off depending on job classification, length of service and
other factors. It is impractical to estimate the amount of compensation
for future absences and, accordingly, no liability has been recorded in
the accompanying financial statements. The corporation's policy is to
recognize the costs of compensated absences when paid to employees.
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, 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.
See Accompanying Notes and Independent Auditors' Report.
9
<PAGE>
STEIN'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 3 LOANS RECEIVABLE, RELATED PARTY
The loan to College Connection, Inc., DBA Stein's Bakery is dated
September 9, 1999, and requires the following repayment terms:
A. Monthly interest payments of $344.
B. Balloon payment of principal and interest on September 1,
2000.
NOTE 4 PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
Computer hardware $ 10,841
Computer software 4,785
Construction in process 480,204
----------
495,830
Less accumulated depreciation 5,161
----------
Total property and equipment $ 490,669
==========
The construction in process is 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, then the company could incur a loss on the
nonrecovery of the funds expended for the construction.
The depreciation expense for the year ended December 31, 1999 is $3,634.
NOTE 5 ACCOUNTS PAYABLE, RELATED ENTITY
The accounts payable, related entity, is due to College Connection, In.,
DBA Stein's Bakery, for the following:
Purchases of bakery products $ 27,264
Construction in process for funds due to the
contractor (College Connection, Inc. signed
the construction contract) 285,204
-----------
Total $ 312,468
===========
NOTE 6 NOTE PAYABLE
The note payable is unsecured, bears interest at 10% and is due on demand.
See Accompanying Notes and Independent Auditors' Report.
10
<PAGE>
STEIN'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 7 INCOME TAXES
(Loss) from operations before income taxes $(378,536)
---------
The provision for income taxes is estimated as follows:
Currently payable $ 0
---------
Deferred payable $ (6,377)
---------
Deferred tax asset $ 136,592
---------
Estimated refund $ 130,215
=========
A reconciliation of the provision for income taxes compared with
the amounts at the U.S. Federal statutory rate was as follows:
Tax refund at U.S. Federal statutory income
tax rate $ 130,215
=========
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 liability is: $ 6,377
=========
The net deferred tax asset is: $ 120,087
=========
Temporary differences that give use to deferred tax assets and liabilities
included the following:
<TABLE>
<CAPTION>
Deferred Tax
---------------------
Assets Liabilities
--------- ---------
<S> <C> <C>
Net operating loss $ 240,137 $ 0
Property and equipment related 0 6,377
--------- ---------
240,137 6,377
Less valuation allowance 120,050 0
--------- ---------
Total deferred taxes $ 120,087 $ 6,377
========= =========
Balance, January 1, 1999 $ 495,121
Less adjustments due to merger (63,876)
Current year reduction due to managements' estimate
of future profits due to mergers and new subsidiary (311,195)
---------
Balance, December 31, 1999 $ 120,050
=========
</TABLE>
See Accompanying Notes and Independent Auditors' Report.
11
<PAGE>
STEIN'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 8 TAX CARRYFORWARDS
The corporations have the following net operating loss carryforwards:
Amount Expiration Date
------------ ---------------
$ 163 2001
3,128 2002
17,910 2003
9,297 2004
500 2005
4,363 2006
59,049 2007
281,412 2011
94,200 2018
431,342 2019
------------
$ 901,364
============
NOTE 9 CONVERTIBLE PREFERRED STOCK
The company canceled the outstanding preferred stock in exchange for the
mutual funds and inventory that the company owned at December 31, 1998.
NOTE 10 CONVERTIBLE PREFERRED STOCK PREFERENCES
No rights or preferences have been assigned to the preferred stock except
for the convertible privilege.
NOTE 11 INTEREST
The company incurred interest expense for the year ended December 31, 1999
of $1,532.
NOTE 12 RENT
The company rents its facilities on a month to month basis from a
affiliated company. The rent expense for the year ended December 31, 1999
was $40,490.
NOTE 13 ACQUISITION OF 20/20 WEB DESIGN, INC.
On March 30, 1999, Trump Oil Corporation 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 Design, Inc.
See Accompanying Notes and Independent Auditors' Report.
12
<PAGE>
STEIN'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 13 ACQUISITION OF 20/20 WEB DESIGN, INC. (CONTINUED)
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(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:
1999 1998
--------- ---------
Net sales
Trump Oil Corporation $ 2,500 $ 0
20/20 Web Design, Inc. 0 0
Net (loss)
Trump Oil Corporation (20,000) (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.
After the merger, 20/20 Web Design, Inc. became an 80% subsidiary of
Stein's Holdings, Inc.
NOTE 14 BUSINESS COMBINATION - MULTI-SOURCE CAPITAL LTD.
In May 1999, the company completed a merger with Multi-Source Capital Ltd.
by exchanging 4,247,754 shares of Section 144 restricted common stock for
100% of the outstanding shares of Multi-Source Capital Ltd. 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:
Book value of net assets received of $531,594 for 4,247,754 shares
of .001(cent) par value shares.
The following unaudited information presents certain income statement data
of the separate companies for the period preceding the merger:
See Accompanying Notes and Independent Auditors' Report.
13
<PAGE>
STEIN'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 14 BUSINESS COMBINATION - MULTI-SOURCE CAPITAL LTD. (CONTINUED)
Stein's Multi-Source
Holdings, Inc. Capital Ltd.
-------------- ------------
Net sales $ 0 $ (203,741)
Net (loss) 0 278,596
There were no material transactions between the companies prior to the
merger. The effects of conforming Multi-Source Capital Ltd.'s accounting
policies to those of Stein's Holdings, Inc. were not material.
NOTE 15 ECONOMIC DEPENDENCY
Sales
98.3% of the Stein Cake Box, Inc.'s sales are to one customer.
Cost of Goods Sold
Stein Cake Box, Inc. purchases all of its baked goods from one supplier,
Stein's Bakery.
NOTE 16 INSURANCE
The company does not carry liability or worker's compensation insurance.
NOTE 17 SEGMENT REPORTING
The company has three reportable segments:
Stein's Holdings, Inc. - Trading securities.
20/20 Web Design, Inc. - Web design and management of subsidiary
company operations.
Stein 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 inter company transactions between segments have been
eliminated.
See Accompanying Notes and Independent Auditors' Report.
14
<PAGE>
STEIN'S HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE 17 SEGMENT REPORTING (CONTINUED)
Segment results for 1999 are as follows:
Stein's 20/20 Web Stein's Cake
Holdings, Inc. Design, Inc. Box, Inc.
Net sales $ (34,053) $ 2,500 $ 28,136
Income (loss) from
operations (206,429) (35,437) 527
Assets 566,343 137 508,477
Capital expenditures 15,626 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 $ (241,339)
Consolidated (loss) from operations (241,339)
Segment assets 1,074,957
Consolidated total assets 1,074,957
NOTE 18 STOCK OPTIONS
The company does not have any stock options outstanding at December 31,
1999.
NOTE 19 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.
See Accompanying Notes and Independent Auditors' Report.
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 3,171
<SECURITIES> 393,887
<RECEIVABLES> 28,136
<ALLOWANCES> 0
<INVENTORY> 3,101,061
<CURRENT-ASSETS> 584,288
<PP&E> 490,669
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,074,957
<CURRENT-LIABILITIES> 349,968
<BONDS> 0
<COMMON> 4,401
0
0
<OTHER-SE> 684,613
<TOTAL-LIABILITY-AND-EQUITY> 1,074,957
<SALES> 28,136
<TOTAL-REVENUES> (3,417)
<CGS> 27,264
<TOTAL-COSTS> 375,119
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,532
<INCOME-PRETAX> (378,536)
<INCOME-TAX> (130,215)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (241,339)
<EPS-BASIC> (.055)
<EPS-DILUTED> (.055)
</TABLE>
