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

                                   Form 10-KSB

[ X ]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _________________ to __________________


                         Commission File No.: 000-49612

                               12 TO 20 PLUS, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

              Nevada                                         86-0955239
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                             3450 Broad Street, #103
                        San Luis Obispo, California 93401
          -------------------------------------------------------------
          (Address, including zip code, of principal executive offices)

Issuer's telephone number : (805) 595-1384

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, Par Value $.001 Per Share
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. [X]Yes[ ]No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $ 159

As of December 31, 2003, we had 32,612,666 shares of our $0.001 par value common
stock issued and  outstanding.  On December 31, 2003, the aggregate market value
of our common stock held by non-affiliates was approximately $25,363,392.

                                       1
<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

Transitional Small Business Disclosure Form (Check one): Yes [ ] No [X]

To simplify  the  language in this Form  10-KSB,  12 to 20 Plus,  Inc., a Nevada
corporation, is referred to herein as the "Company" or "We."




Table of Contents                                                        Page

PART I

ITEM 1. DESCRIPTION OF BUSINESS ........................................... 3

ITEM 2. DESCRIPTION OF PROPERTY ........................................... 5

ITEM 3. LEGAL PROCEEDINGS ................................................. 5

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............... 5

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS .......... 6

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION ......... 7

ITEM 7. FINANCIAL STATEMENTS .............................................. 8

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS   WITH  ACCOUNTANTS  ON
          ACCOUNTING AND FINANCIAL DISCLOSURE ............................. 8

PART III

ITEM 9.  DIRECTORS,  EXECUTIVE  OFFICERS.  PROMOTERS  AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(a) ........................... 9

ITEM 10. EXECUTIVE COMPENSATION ........................................... 10

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ... 10

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ............. 11

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K ................................ 11

SIGNATURES ................................................................ 25

                                       2
<PAGE>

                                     PART I

This  report on Form  10-KSB  and  documents  incorporated  herein by  reference
contain  certain   "forward-looking   statements"  as  defined  by  the  Private
Securities  Litigation  Reform Act of 1995 which involve  substantial  risks and
uncertainties.  When  used in this  report  and in  other  reports  filed by the
Company, the forward-looking  statements are often identified by the use of such
terms and phrases as "anticipates,"  "believes,"  "intends," "plans," "expects,"
"seeks," "scheduled," "foreseeable future' and similar expressions. Although the
Company believes the understandings and assumptions on which the forward-looking
statements  in this  report  are  based are  reasonable,  the  Company's  actual
results,  performance and achievements  could differ materially from the results
in, or implied by, these forward-looking statements.  Certain factors that could
cause or contribute to such differences include those discussed in "Management's
Plan of Operations" and elsewhere herein.

ITEM 1. DESCRIPTION OF BUSINESS.

                                   The Company

The Company was originally incorporated in the State of Nevada on April 29, 1996
as  "Loughran/Go  Corporation".  On April 12, 2002, the Company  entered into an
Agreement  and Plan of Merger  with 12 to 20 Plus,  Incorporated  (12 to 20),  a
Delaware  corporation,  whereby 12 to 20 was merged  into the  Company,  and the
Company was the  surviving  company.  The Articles of Merger were filed with the
Secretary  of State of Nevada on May 8, 2002.  The  Company  filed  Articles  of
Amendment to Charter amending its Articles of  Incorporation  with the Secretary
of  State  of  Nevada  to  change  the  Company's   name  to  "12  to  20  Plus,
Incorporated."

Immediately  prior to the effective date of the merger,  the Company had 500,000
shares of its common  stock  issued  and  outstanding.  Pursuant  to the Plan of
Merger,  the Company issued an additional  950,000 shares to the shareholders of
12 to 20 Plus.  Thus,  upon the  consummation  of the  merger,  the  Company had
1,450,000  shares of its common stock issued and  outstanding  out of 25,000,000
shares authorized.

On June 20, 2002,  a majority of the  shareholders  of the Company  authorized a
forward  stock split of three (3) shares of the common  stock of the Company for
every one (1) share of the common stock of the Company held by  shareholders  of
the  Company at the date of the  merger.  Immediately  prior to the stock  split
there  were  4,450,000   shares  of  the  Company's   common  stock  issued  and
outstanding. Upon the date, and as a result, of the stock split, the Company had
13,350,000 shares of issued and outstanding common stock.

On October 30, 2002, a majority of the shareholders of the Company  authorized a
forward  stock split of six (6) shares of common  stock of the Company for every
one (1) share of the common stock of the Company held by shareholders as of that
date. Three (3) shareholders  also returned  8,400,000 shares of common stock to
the  treasury of the  Company.  Immediately  prior to the stock split there were
4,950,000   shares  of  the  Company's  common  stock  issued  and  outstanding.
Immediately  after the stock  split the  Company  had  29,700,000  shares of its
common stock issued and outstanding.

                                  The Business

12 to 20 Plus,  Incorporated  has  researched  and developed an innovative  Acne
Therapy  System(TM),  driven by the market void for  effective  over-the-counter
products that treat acne skin conditions without irritation.

                                       3
<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS - continued

The  market  category,  in excess  of $350  million  nationally  at  retail,  is
controlled by complacent  manufacturers marketing extremely irritating products.
The 12 to 20 Plus concept is counter to the acne treatment  industry's marketing
of harsh  products which are designed to "strip away" acne and while the acne is
being  stripped,  the skin is being robbed of its natural  moisture and the acne
condition is actually being aggravated in the process.

The  Company  has  acquired  the rights to use the  registered  trademark,  "Zit
Stick"(R).

                                Marketing Concept

12 to 20 Plus products offer the following  benefits over typical acne treatment
products:

     a.   reduced irritation
     b.   moisture retention properties
     c.   maintenance of skin's natural pH balance
     d.   skin healing qualities

The complete system of product use is key to the marketing concept. The 12 to 20
Plus  system is gentle  enough  for daily  use and  primarily  designed  to help
control and prevent acne conditions from taking over.

Acne treatment products are constantly in demand and demand for  less-irritating
products is skyrocketing.  While teenagers are the primary demographic  targets,
there has been a shift to develop  remedies geared toward adults.  Retailers say
adult acne is an area of increased  interest and it is an increasing problem due
to  environmental  stress.  Dermatologists  report  that since  adults have more
sensitive  skin,  their  acne  needs  to be  treated  differently  than  teenage
breakouts.  The  ingredients  in the 12 to 20 Plus products are gentle enough to
treat adult skin.

The product mix combines high purity drying and peeling  agents (for the purpose
of  exfoliation),  chosen for their gentleness to skin along with biological and
botanical  extracts and  water-soluble  humectants  that gently,  powerfully and
quickly treat acne conditions.

Offering  innovative  super  trends,  the  12 to 20  Plus  Acne  Therapy  System
incorporates a high tech with natural overtones product development  technology.
Zit Stick, a handy carry-around  remedy in a pocket-size  container is odorless,
colorless and greaseless;  a star product to zap those zits any time of the day.
Companion  products  include  Pimple  Pencil(TM),  a medicated  cover stick in a
pencil  and  soothing   Blemish  -Free  Skin  Enhancer   Lotion(TM)   containing
antioxidants,  vitamins and enzymes plus silky smooth amino acids for  beautiful
skin.

Research  breakthroughs from leading scientists and dermatologists were utilized
to produce  products  that deliver on the  promise--working  to help prevent and
control  acne  skin  conditions  while  allowing  the skin to keep  its  natural
moisture balance.

                                 Market Analysis

According  to A.C.  Nielsen,  sales  of acne  remedies  in the  drug,  mass  and
supermarket  channels  reached $343 million in the 52-week  period ended May 19,
2001. The medicated skin care market  increased 7.9% in food channels with sales
in  excess  of $88  million;  12.7% at drug  stores  bumping  sales to about $95


                                       4
<PAGE>

ITEM 1. DESCRIPTION OF BUSINESS - continued

million and  experienced a 16.8% gain at mass merchants  where sales exceed $120
million. The Company has a national sales broker network comprised of 22 offices
nationwide  (including  Alaska  and  Hawaii)  in line to  sell-in  to all  three
channels  of  distribution.  12 to 20 Plus  management  also  has  access  to an
international  distributor  who has marketed and  distributed  health and beauty
products  such  as  the  Helene  Curtis  brand  for  the  past  20  years.   The
international  market for acne  remedies is estimated  at another $400  million,
bringing the total potential market to around $800 million worldwide.

                                   Competition

Products such as Clearasil, Oxy, Stridex and Neutrogena continue to dominate the
market,  although an innovative  newcomer,  Biore, has made an appearance.  Most
products continue to contain Benzoyl Peroxide, a very intense drying and peeling
agent which tends to reverse the elasticity of skin over prolonged use.

These market  leaders  have many years of name  recognition  behind them,  major
advertising  budgets and  unlimited  research and  development  dollars.  A vast
majority of their products are extremely irritating to most skin types.

By  exploiting  the  uniqueness  of  the  12 to 20  Plus  gentle,  but  powerful
non-irritating formulations,  the Company can emerge as an innovator in the acne
remedy category, capturing a small but profitable market share.

                                    Employees

During the period  covered by this report,  Carol Slavin and Linda  Hannon,  the
Company's two officers, were the Company's only employees.

ITEM 2. DESCRIPTION OF PROPERTY.

                                Office Facilities

The Company  currently leases office space at 3450 Broad Street,  #103, San Luis
Obispo,  California 93401. The monthly rent is $4,419.80,  and the lease expires
on March 31, 2009. We have no option to extend the lease.

ITEM 3. LEGAL PROCEEDINGS.

We were not a party to any legal proceedings during the reporting period, and we
know of no legal proceedings  pending or threatened or judgments entered against
any director or officer of the Company in his or her capacity as such.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

                                       5
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                           Principal Market or Markets

Our common stock is listed on the  Over-the-Counter  Electronic  Bulletin Board.
Our trading symbol is "TTTP."

                   Approximate Number of Common Stock Holders

As of December 31, 2003, we had 32,612,666  shares of common stock  outstanding,
held by approximately 82 shareholders.

                                 Dividend Policy

We have never declared or paid cash dividends on our common stock and anticipate
that future earnings, if any, will be retained for development of our business.

                     Recent Sales of Unregistered Securities

On February 25, 2003,  the Company  issued  400,000  shares of common stock to a
single  "accredited"  investor  at a price of  $0.1325  per share for a value of
$53,000.

On July 18,  2003,  the Company  issued  80,000  shares of its common stock to a
single "accredited " investor at a price of $0.15 per share for a total value of
$12,000.

On  September  9, 2003 the Company  issued  100,000  shares of common stock to a
consultant for consulting services valued at $15,000.

On October 28, 2003,  the Company issued 26,667 shares of its common stock to an
"accredited" investor at a price of $0.15 per share for a total value of $4,000.

On November 10, 2003,  the Company  issued 160,000 shares of its common stock to
an  "accredited"  investor  at a price of $0.15 per  share for a total  value of
$24,000.

On December 1, 2003, the Company issued 280,000 shares of its common stock to an
"accredited"  investor  at a price  of  $0.15  per  share  for a total  value of
$42,000.

The foregoing shares were issued in private  transactions or private  placements
intending to meet the requirements of one or more exemptions from  registration.
In addition  to any noted  exemption  below,  we relied  upon  Regulation  D and
Section  4(2) of the  Securities  Act of 1933,  as  amended  ("Act"),  given the
transactions  did  not  involve  public  solicitation  or  advertising,  and the
securities issued bore a restricted  legend thereon as "restricted  securities."
As to the  Section  4(2)  transactions,  we  relied  upon  Section  4(2)  of the
Securities Act of 1933, as amended. The investors were not solicited through any
form of general  solicitation or advertising,  the transactions being non-public
offerings,  and the sales  were  conducted  in  private  transactions  where the
investor identified an investment intent as to the transaction without a view to
an immediate resale of the securities;  the shares were "restricted  securities"
in that they  were  both  legended  with  reference  to Rule 144 as such and the
investors  identified they were sophisticated as to the investment  decision and
in most cases we reasonably  believed the investors were "accredited  investors"
as such term is defined under Regulation D based upon statements and information
supplied to us in writing and verbally in connection with the  transactions.  We


                                       6
<PAGE>

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - continued

never utilized an underwriter for an offering of our securities.  Other than the
securities mentioned above, we have not issued or sold any securities.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The  following  discussion  is intended to provide an analysis of the  Company's
financial condition and Plan of Operation and should be read in conjunction with
the Company's  financial  statements and the notes thereto set forth herein. The
matters  discussed in this section that are not historical or current facts deal
with potential  future  circumstances  and  developments.  The Company's  actual
results   could   differ   materially   from  the  results   discussed   in  the
forward-looking  statements.  Factors  that could  cause or  contribute  to such
differences include those discussed below.

                                Plan of Operation

The Company was originally incorporated in the State of Nevada on April 29, 1996
as "Loughran/Go  Corporation"  (the  "Company").  On April 12, 2002, the Company
entered  into an Agreement  and Plan of Merger with 12 to 20 Plus,  Incorporated
(12 to 20),  a  Delaware  corporation,  whereby  12 to 20 was  merged  into  the
Company,  and the Company was the surviving company. The Articles of Merger were
filed with the  Secretary of State of Nevada on May 8, 2002.  The Company  filed
Articles of Amendment to Charter amending its Articles of Incorporation with the
Secretary  of State of Nevada to change  the  Company's  name to "12 to 20 Plus,
Incorporated."

Upon the  effective  date of the  merger  there were  1,450,000  shares of stock
issued and outstanding out of 25,000,000 shares authorized.

On June 20, 2002,  a majority of the  shareholders  of the Company  authorized a
forward  stock split of three (3) shares of the common  stock of the Company for
every one (1) share of the common stock of the Company held by  shareholders  of
the Company at the date of the merger.

12 to 20 Plus,  Incorporated  has  researched  and developed an innovative  Acne
Therapy  System(TM),  driven by the market void for  effective  over-the-counter
products that treat acne skin conditions without irritation.

12 to 20 Plus will be taken to market as a complete Acne Therapy  System for the
prevention, control and treatment of acne skin conditions.  Dual-purpose product
benefits  will be promoted in  advertising  that will  position  the products as
medicated  cosmetics  that enhance and beautify  skin while working to clear and
control acne related skin problems.

Renowned researchers are proclaiming the new technology  ingredients in 12 to 20
Plus  formulations  as the "next  generation  in skin care".  The  Company  will
capitalize on the  incorporation of two super trends in skin care--high tech and
natural--positioning in its consumer advertising campaign.

Additionally,  the Company will  participate in e-commerce with Drug Store.  Com
and Beauty Online where consumer spending on skin care, cosmetics and fragrances
is expected to jump to $553 million in 2003. The Company will launch a marketing
campaign to dermatologists via direct mail efforts and educational Web site.

Distribution  will be accomplished  through brokers and distributors in selected
U.S. markets.

                                       7
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

The Company  intends to capture a one percent (1%) share of the national  market
over the next 12 months and is targeted to accomplish a four percent (4%) market
share within 24 months.

              Results of Operation for Year Ended December 31, 2003

The Company  generated $159 in revenue during the period covered by this Report.
Net losses for the year ending  December 31, 2003,  of $281,602  were  primarily
attributable to research, development and marketing costs. The Company had total
assets of $188,524 and total liabilities of $126,313.  The Company had $6,960 in
working  capital.  The  Company  expects to  continue  to incur  losses at least
through  fiscal year 2004,  and there can be no assurance  that the Company will
achieve or maintain profitability, generate revenue or sustain future growth.

                         Liquidity and Capital Resources

At December 31, 2003, the Company's  total assets of $188,524  exceeded by total
liabilities  of  $126,313.  We had working  capital of $6,960.  We believe  that
additional  working  capital in the amount of $500,000 will need to be raised in
the form of debt,  equity or some other financing to meet our  anticipated  cash
needs for at least the next 12 months.  In the event  financing is needed in the
future, there can be no assurance that it will be available to the Company in an
amount and on terms acceptable to us.

ITEM 7. FINANCIAL STATEMENTS.

We are filing reports,  financial  statements and notes to financial  statements
with this annual report.  These reports may be found in Part IV, Page 12 of this
report.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

We have had no  disagreement  with,  resignation  or dismissal of, our principal
independent  accountant.  Our  principal  accountant  since  inception  has been
Shelley Int'l, CPA.

                                       8
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS. PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a)

The following  table sets forth the names and ages of the current  directors and
executive officers of the Company;  the principal offices and positions with the
Company  held by each  person  and the date such  person  became a  director  or
executive  officer of the Company.  Each serves until the next annual meeting of
the stockholders.

Names of Executive
Officers and Directors     Age    Position               Date of Appointment
------------------------  ----    --------------------   ---------------------
Carol Slavin               61     Director/President     April 12, 2002
Linda Hannon               61     Director/Secretary     April 12, 2002
Elizabeth Jaeger           31     Director               April 12, 2002

Carol Slavin, 61,  Director/President has 26 years experience encompassing every
phase of consumer  product  development  from  labeling  requirements  to source
components  and  suppliers.  In addition,  Ms.  Slavin has been  involved in all
aspects of the  nutritional  supplement  products  business for over 10 years. A
former fashion editor, she also has an extensive public relations, promotion and
media writing  background.  Special assignments she created on a freelance basis
include initiating a liason with the White House to obtain then First Lady Betty
Ford as  honored  guest  for a City of  Hope  Medical  Center  fund  raiser  and
successful  execution of extensive broadcast and print coverage for the National
Father's Day Council and the International  Fashion Group programs,  Los Angeles
chapter.  Ms. Slavin has completed courses in Journalism and English at Cerritos
College,  and was previously employed by Neurochemical  Research Corporation for
the past 5 years.

Linda  Hannon,  61,  Director/Secretary,  has  served  for the past 5 years as a
Customer  Service  Supervisor  for  AutoDoc  Software,  a producer of Palm Pilot
software for physicians.  Previously,  she worked in customer  service for LabCo
Pharmaceuticals' hospital,  clinical market segment and industrial accounting in
the nutritional supplement and energy industries,  as well as with Eagle Energy,
a petroleum  business.  Ms Hannon has studied  business and accounting at Cuesta
College. and spent several years

Elizabeth  Jaeger,  31, Director,  is Vice President and Marketing  Director for
Cannon  Associates,  a civil engineering and planning firm whose major client is
UNOCAL and has served in that  capacity for the past 5 years.  She is a graduate
of the University of Washington with a B.A. degree in communications.

                                       9
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain  information  concerning the compensation
paid by the Company for services  rendered in all capacities to the Company from
January 1,  2003,  through  the fiscal  year ended  December  31,  2003,  of all
officers and directors of the Company.

                                                           Securities
Name and Principal                                         Underlying
Positions at 12/31/03    Salary    Bonus   Compensation     Options
---------------------   --------   -----   ------------   -----------
 Carol Slavin             -0-       -0-        -0-           -0-
Director/President

Linda Hannon              -0-       -0-        -0-           -0-
Director/Secretary

Elizabeth Jaeger          -0-       -0-        -0-           -0-
Director


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following  table sets forth,  as of December 31, 2003,  certain  information
with  respect  to the  beneficial  ownership  of our  common  stock  by (i) each
director and officer of the Company, (ii) each person known to the Company to be
the beneficial  owner of 5% or more of the  outstanding  shares of common stock,
with such  person's  address,  and (iii) all of the  directors and officers as a
group. Unless otherwise  indicated,  the person or entity listed in the table is
the beneficial owner of the shares and has sole voting and investment power with
respect to the shares indicated.


Name of Beneficial Owner                    Shares Beneficially
or Name of Officer or Director              Owned                    Percent
---------------------------------------    --------------------     ----------
Carol Slavin                                  1,600,000               4.91%
Director/President
P.O. Box 260 Santa Margarita, CA 93453

Linda Hannon                                    540,000               1.66%
Director/Secretary
33 Villa Santa Barbara
Paso Robles, CA 93446

Elizabeth Jaeger                                540,000               1.66%
Director/Secretary
132 Broad Street
San Luis Obispo, CA 93405

Coslabs, Ltd.                                 4,383,738              13.44%
1350 E. Flamingo #1091
Las Vegas, NV 89719

North American Equity                         4,500,000              13.80%
P.O. Box 101%
Santa Margarita, CA 93453

                                       10
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - cont

Philip M. Young & JoAnn Young                 4,140,000              12.70%
FamilyTrust
18036 N. 15th  Street
Phoenix, AZ 85022
-----------------------------------------------------------------------------
Total Director/Officer/                      15,703,738              48.17%
5% Owners

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS.

None

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit No.  Description and Method of Filing
----------   ----------------------------------------
23.1         Consent of Independent Auditor

31.1         Certification of Chief Executive Officer

32.1         Certification of Chief Executive Officer
 ---------------------------------------------------------


                                       11
<PAGE>
Financial Table of Contents                                              Page


Report Of Independent Certified Public Accountant ........................ 13

Balance Sheets ........................................................... 14

Statements of Operations ................................................. 15

Statements of Stockholders' Equity ....................................... 16

Statements of Cash Flows ................................................. 17

Notes To Financial Statements ....................................... 18 - 25


                                       12
<PAGE>

                                    PART IV

                                   FINANCIALS



                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
                -------------------------------------------------

To the Board of Directors and Audit Committee
12 TO 20 Plus, Incorporated.

I have audited the accompanying  balance sheets of 12 To 20 Plus,  Incorporated,
as of December  31, 2003,  and 2002 and the related  statements  of  operations,
stockholders' equity, and cash flows for the years ended December 31, 2003, 2002
and 2001.  These financial  statements are the  responsibility  of the Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

I conducted my audits in accordance with auditing  standards  generally accepted
in the United States of America. Those standards require that I 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.  I believe that my audit provides a reasonable basis for
my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 12 To 20 Plus, Incorporated,  as of
December  31,  2003  and  2002  and  the  related   statements  of   operations,
stockholders' equity, and cash flows for the years ended December 31, 2003, 2002
and 2001 are in conformity with accounting  principles generally accepted in the
United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
company will continue as a going concern. The Company is eight years old and has
a substantial  deficit in retained earnings from accumulated  losses during each
of those years.  This raises  substantial  doubt about the Company's  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from this uncertainty.


                                                     Shelley International, CPA



April 14, 2003
Mesa, Arizona

                                       13
<PAGE>

                          12 TO 20 PLUS, INCORPORATED
                                 BALANCE SHEET
                                 -------------
                                     ASSETS
                                     ------
                                               December 31,   December 31,
                                                   2003           2002
                                             --------------- --------------
CURRENT ASSETS
  Cash                                        $        6,960  $       1,087
  Inventory                                           24,401          3,442
  Lease Deposits                                       2,869
  Prepaid Expenses                                    67,826
                                             --------------- --------------

  Total Current Assets                               102,056          4,529
                                             --------------- --------------

PROPERTY AND EQUIPMENT (NET)                           7,172          2,500
                                             --------------- --------------

OTHER ASSETS
  Trademarks, Formulae and Client Files (Net)         79,296         23,750
                                             --------------- --------------

  Total Other Assets                                  79,296         23,750
                                             --------------- --------------

TOTAL ASSETS                                  $      188,524  $      30,779
                                             =============== ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
LIABILITIES
  Accounts Payable                            $       60,275  $      18,584
  Notes Payable                                       66,038         42,467
                                             --------------- --------------

  TOTAL LIABILITIES                                  126,313         61,051
                                             --------------- --------------

STOCKHOLDERS' EQUITY
  Common Stock authorized is 100,000,000
  shares at $0.001 par value.  Issued and
  outstanding on December 31, 2003 is
  32,612,666, December 31, 2002 is 29,700,000
  shares.                                             32,613         29,700
  Additional Paid in Capital                         411,489         40,317
  Stock Subscribed                                     3,000          3,000
  Retained Earnings (Loss)                          (384,891)      (103,289)
                                             --------------- --------------

  Total Stockholders' Equity                          62,211        (30,272)
                                             --------------- --------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                          $      188,524  $      30,779
                                             =============== ==============


The accompanying notes are an integral part of these statements

                                       14
<PAGE>



                          12 TO 20 PLUS, INCORPORATED
                            Statements of Operations
                            ------------------------

                                       Year            Year            Year
                                      Ended           Ended           Ended
                                   December 31,   December 31,    December 31,
                                       2003            2002            2001
                                 --------------- -------------- ---------------

INCOME
Sales                             $          159
                                 --------------- -------------- ---------------


EXPENSES
Administrative Expenses                   81,428  $      10,129   $      22,068
Consulting                               194,905          5,752
Depreciation                               1,697          1,000           1,000
Interest Expense                           3,572          4,035           5,600
                                 --------------- -------------- ---------------

 Total Expenses                          281,602         20,916          28,668
                                 --------------- -------------- ---------------

Net (Loss) before Income Taxes          (281,602)       (20,916)        (28,668)
                                 --------------- -------------- ---------------

Provision for Income Taxes

NET (LOSS)                        $     (281,602) $     (20,916 $       (28,668)
                                 =============== ============== ===============

Primary and Diluted
Net (Loss) per Common Share             a              a               a
                                 --------------- -------------- ---------------

Weighted Average Number of Shares
Common Shares Outstanding             29,832,636     19,129,597       6,073,483
                                 --------------- -------------- ---------------

a = less than $0.01

The accompanying notes are an integral part of these statements

                                       15
<PAGE>


                          12 TO 20 PLUS, INCORPORATED

                       Statements of Stockholders' Equity
                       ----------------------------------

               for period December 31, 1999 to December 31, 2003
<table>
<caption>
                                         Common Stock
                                  -----------------------  Paid in       Stock   Accumulated       Total
                                     Shares      Amount     Capital   Subscribed    (Loss)        Equity
                                  ------------ ---------- ---------- ----------- ------------ ------------
<S>                                    <C>         <C>        <C>         <C>         <C>          <C>
Total as of December 31, 1999        3,070,112   $  3,070  $  (2,660)             $      (410)

Common Stock Issued for Assets       1,668,539      1,669      3,331                             $   5,000
Common Stock Issued for Service        667,416        667        433                                 1,100
Common Stock Issued for Cash           667,416        667        333                                 1,000

 Net (Loss)                                                                                        (53,295)
                                  ------------ ---------- ---------- ----------- ------------ ------------

Total as of December 31, 2000        6,073,483      6,073      6,437                  (53,705)     (41,195)

 Net (Loss)                                                                           (28,668)     (28,668)
                                  ------------ ---------- ---------- ----------- ------------ ------------

Total as of December 31, 2001        6,073,483      6,073      6,437                  (82,373)     (69,863)

Common Stock Issued for Service        266,966        267      1,733                                 2,000
Common Stock Issued for Assets       5,005,618      5,006     13,744                                18,750
Common Stock Issued to retire Debt   6,674,157      6,674      6,151                                12,825
Common Stock Issued to retire Debt   8,342,697      8,343     32,559                                40,902
Recapitalization, April 12, 2002
     Common Stock Issued             3,337,079      3,337    (20,307)                              (16,970)
Stock Subscribed                                                     $     3,000                     3,000

 Net (Loss)                                                                           (20,916)     (20,916)
                                  ------------ ---------- ---------- ----------- ------------ ------------

Balance, December 31, 2002          29,700,000     29,700     40,317       3,000     (103,289)     (30,272)

Common Stock Issued for Cash           866,666        867    122,133                               123,000
Common Stock Issued for Service      1,846,000      1,846    227,254                               229,100
Common Stock Issued to retire Debt     200,000        200     21,785                                21,985

 Net (Loss)                                                                          (281,602)    (281,602)
                                  ------------ ---------- ---------- ----------- ------------ ------------

 Balance, December 31, 2003         32,612,666 $   32,613 $  411,489 $     3,000  $  (384,891) $    62,211
                                  ============ ========== ========== =========== ============ ============
</table>

The accompanying notes are an integral part of these statements

                                       16
<PAGE>


                          12 TO 20 PLUS, INCORPORATED

                            Statements of Cash Flows
                            ------------------------
<table>
<caption>
                                                   Year           Year            Year
                                                  Ended          Ended            Ended
                                               December 31,   December 31,    December 31,
                                                   2003           2002             2001
                                             --------------- -------------- ---------------
<S>                                                 <C>            <C>              <C>
OPERATING ACTIVITIES

  Net (Loss)                                    $   (281,602)   $   (20,916)  $     (28,668)

  Significant Non-Cash Transactions
    Issued 1,846,000 common shares for
    services valued at $229,100 during 2003.         229,100
    Issued 200,000 common shares to retire
    debt in the amount of $21,785 during 2003.        21,985
    Issued 266,966 common shares for
    services valued at $2,000 during 2002.                            2,000

  Changes in Assets and Liabilities
    Inventory                                        (20,959)                        14,558
    Prepaid Expense                                  (70,695)                         2,287
    Amortization Expense                               4,743
    Depreciation Expense                               1,697          1,000           1,000
    Accounts Payables                                 41,691         (5,003)          5,137
                                             --------------- -------------- ---------------

Net Cash (Used) by Operating Activities              (74,040)       (22,919)         (5,686)
                                             --------------- -------------- ---------------
INVESTING ACTIVITIES

  Purchase of Equipment                               (6,369)        16,970
  Trademarks, Formulae, Client Files                 (60,289)
                                             --------------- -------------- ---------------

Net Cash (Used) by Investing Activities              (66,658)        16,970
                                             --------------- -------------- ---------------
FINANCING ACTIVITIES

       Principle Received on Notes                    23,571          4,036           5,600
       Proceeds from the sale of Common Stock            867          3,000
       Paid in Capital                               122,133
                                             --------------- -------------- ---------------

Cash Provided by Financing Activities                146,571          7,036           5,600
                                             --------------- -------------- ---------------
Net Increase in Cash                                   5,873          1,087             (86)

Cash, Beginning of Period                              1,087              -              86
                                             --------------- --------------

Cash, End of Period                            $       6,960   $      1,087  $            -
                                             =============== ============== ===============
</table>
Significant Non-Cash Transactions:
      For year ended  December 31, 2003 Common Stock issued  included  1,846,000
          shares  for  services  valued  at  $229,100  and  200,000  shares  for
          retirement of $21,785 notes payable.
      For year ended  December  31, 2002 Common Stock  issued  included  266,966
          shares for services valued at $2,000; 5,005,618 shares for purchase of
          assets valued at $18,750;  15,016,854 shares for retirement of $53,727
          debt and 3,337,079 for recapitalization.

Supplemental Information:
          The amount of interest for 2003, 2002 and 2001 was $3,572;  $4,035 and
     $5,600 respectively.

The accompanying notes are an integral part of these statements

                                       17
<PAGE>

                           12 To 20 Plus, Incorporated

                          NOTES TO FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


Note 1. OVERVIEW OF OPERATIONS AND ACCOUNTING POLICIES

12 TO 20 PLUS INCORPORATED,  was incorporated in April 26, 1996. The Company was
organized  to  manufacture  and market  over-the-counter  medical  remedies  and
similar  products  through  retail  establishments.   During  1996  the  Company
purchased  formulae  for the  remedies.  During  the  year  2000  inventory  was
purchased and additional promotion of products was begun. Although minimal sales
have taken place to date,  management has actively been distributing samples and
expects sales to begin soon.

The  accompanying  financial  statements  have been  prepared  assuming that the
company will continue as a going concern.  The Company has a substantial deficit
in retained earnings from losses for the previous years. This raises substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements  do  not  include  any  adjustments   that  might  result  from  this
uncertainty

Product Development
-------------------

The Company holds the trademarks Zit Stick,  QuitSystem,  ChemoKare,  VisionKare
and Anaplex. The Company holds the rights to manufacture and market the products
Zit Stick, Zit Stick Patch, Pimple Pencil, Zit Stick Facial Wash, Body Cleansing
Bar,  Blemish-Free  Lotion,  QuitSystem  (Smokers Recovery Formula),  QuitSystem
(Alcohol Abuse Recovery Formula), QuitSystem (Stimulant Abuse Recovery Formula),
Anaplex (Natural  Antidepressant  Formula),  VisionKare  (Supplement for Macular
Degeneration),  ChemoKare  (Natural  Cancer  Fighting  Compound),  Male Virility
(Natural  Alternative  to Viagra) and Trim-A-Way  (Weight  Control & Body Shaper
Supplement).

Marketing Strategy
------------------

The Company  plans to market its products  through an animated web site designed
by an  illustrator  who  creates  special  effects for the movie  industry.  The
Company may also sell to Drugstore.com  and other Internet  retailers.  Magazine
advertising will direct potential customers to retail Internet sites.

Revenue Recognition
-------------------

The Company will recognize revenue upon shipment to the web site purchaser.

Research and Development
------------------------

The  Company  expenses  product  research  and  development  costs  as they  are
incurred.  The Company  does not expect to have much  research  and  development
costs.

Advertising

Advertising costs are expensed as incurred.  Advertising  expense totaled $7,388
for the year 2003, and $0 for the years 2002 and 2001.

                                       18
<PAGE>

NOTES TO FINANCIAL STATEMENTS - continued

Inventory
---------

The Company  contracts  with a third party to  manufacture  products  and is not
billed nor obligated for any  work-in-process  costs.  Inventory is all finished
goods and is stated at lower of cost or market on a FIFO basis.  On February 25,
2003 the Company  purchased  inventory  through  the  purchase of the assets and
liabilities  of NRC  Corporation.  Detail  for the  inventory  at  12/31/03  and
12/31/02 follows:

                                                12/31/03     12/31/02
                                                --------     --------
        Inventory at Cost                        $24,401       $3,442
                                                ========     ========
Equipment
---------

Equipment  is  depreciated  using the  straight-line  method over the  estimated
useful lives, which is five years. The Company acquired  Leasehold  Improvements
through the purchase of the assets and liabilities of NRC Corporation.

Fixed assets consist of the following:
                                                12/31/03     12/31/02
                                                --------     --------
        Leasehold Improvements                    $3,741
        Office equipment                           7,628       $5,000
                                                --------     --------
        Total fixed assets                        11,369        5,000

        Less: Accumulated depreciation            (4,196)      (2,500)
                                                --------     --------
        Total                                     $7,173       $2,500
                                                ========     ========

Trademark and Formulae
----------------------

        Formulae                                 $ 5,000      $ 5,000
        Trademark                                 18,750       18,750
        Accumulated Amortization or Impairment    (1,188)
                                                --------     --------
        Net Trademark and Formulae               $23,156      $23,750
                                                ========     ========

The Company  purchased the rights to five formulae on July 23, 1996.  These were
purchased with stock.

                                                     Pre-split       Post-split
        Name                         Value            Shares           Shares
        -------------------          ------          ---------       ----------
        Zit Stick trademark          $1,000            10,000           66,742
        Zit Stick formula             1,000            10,000           66,742
        Facial Wash                   1,000            10,000           66,742
        Body Cleansing Bar            1,000            10,000           66,742
        Blemish-Free Lotion           1,000            10,000           66,740

        Total                         $5,000            50,000          333,708
                                     =======           =======         ========

                                       19
<PAGE>

NOTES TO FINANCIAL STATEMENTS - continued

On June 10, 2002 the Company  purchased the trademark  registration  "Zit Stick"
(#1,314,233),  from its owner, Daniel Tennant, for 750,000 pre-split,  5,005,618
post-split shares of stock. Value was placed at $18,750. The previous owner is a
company  controlled by a major  shareholder.  No  amortization or impairment has
been taken against this value during the year 2002.

Trademark, Formulae and Client Files (NRC)
------------------------------------------

On February 25, 2003 the Company purchased the following trademark registration,
formulae  and client  files from  Neurochemical  Research  Corporation  (NRC) by
assuming an equal amount of NRC's  liabilities.  The previous owner is a company
controlled by a major shareholder.  No amortization or impairment has been taken
against  this  value  during  the  year  2002  and the  period  ending  6/30/03.
Amortization has been taken beginning 7/1/03. On 12/31/03 $59,488 of the assumed
NCR liabilities was forgiven  therefore,  the value of the corresponding  assets
was adjusted.

                                                             12/31/03
                                                             --------
         Trademark                                            $18,548
         Formulae                                              37,104
         Client Files                                           4,637
         Accumulated Amortization or Impairment                (4,743)
                                                              -------
         Net Trademark, Formulae and Client Files             $79,296
                                                              =======

         The Company  purchased the rights to the following Trademarks and Trade
         Names.

         Name                                                     Value
         QuitSystem, Trademark                                   $4,637
         ChemoKare, Trade name                                    4,637
         VisionKare, Trade name                                   4,637
         Anaplex, Trade name                                      4,637
                                                                -------
         Total                                                  $18,548
                                                                =======

         The Company  purchased the rights to the following  Formulae and Client
         Files.

         Name                                                           Value
         ---------------------------------------------------------     ------
         QuitSystem, Smokers Recovery Formula                          $4,637
         QuitSystem, Stimulant and Alcohol Abuse Recovery Formula       4,637
         AnaplexD, Antidepressant drug alternative Formula              4,637
         AnaplexSD, Short Term Anxiety Formula                          4,637
         VisionKare, Advanced supplement for macular degeneration
           Formula                                                      4,637
         ChemoKare, Natural Cancer Fighting Compound, Formula           4,637
         Male Virility, Natural Alternative to Viagra, Formula          4,637
         Trim-A-Way, Weight Control & Body Shaper supplements,
           Formula                                                      4,637
         Client List                                                    4,637

         Total                                                         $41,741
                                                                       =======
                                       20
<PAGE>

NOTES TO FINANCIAL STATEMENTS - continued

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (GAAP) requires management to
make  estimates  and  assumptions  that  affect  the  reported  amounts  and the
disclosure of contingent amounts in the Company's  financial  statements and the
accompanying notes. Actual results could differ from those estimates.

Earnings per Share
------------------

The basic (loss) per share is  calculated  by dividing the  Company's net income
available to common shareholders by the weighted average number of common shares
during the year.

The Company has no potentially dilutive securities outstanding at the end of the
statement  periods.  Therefore,  the  basic  and  diluted  (loss)  per share are
presented on the face of the statement of operations as the same number.

Stock Based Compensation
------------------------

The Company accounts for its stock based  compensation  based upon provisions in
SFAS No. 123, Accounting for Stock-Based  Compensation.  In this statement stock
based  compensation is divided into two general  categories,  based upon who the
stock receiver is, namely: employees/directors and non-employees/directors.  The
employees/directors  category is further divided based upon the particular stock
issuance plan, namely compensatory and non-compensatory.  The employee/directors
non-compensatory  securities  are  recorded at the sales price when the stock is
sold. The compensatory  stock is calculated and recorded at the securities' fair
value at the time  the  stock is  given.  SFAS  123  also  provides  that  stock
compensation  paid to non-employees be recorded with a value which is based upon
the fair  value of the  services  rendered  or the  value  of the  stock  given,
whichever is more reliable. The common stock paid to non-employees was valued at
the value of the services rendered.

Warranty and Right of Return
----------------------------

The Company  currently does not have a warranty or right of return  policy.  The
Company  plans to secure  product  liability  insurance  as soon as it commences
shipment of goods.


                                       21
<PAGE>

NOTES TO FINANCIAL STATEMENTS - continued

Note 2. NOTES PAYABLE:

Notes payable and capital lease obligations consist of the following:

                                                12/31/03     12/31/02
                                                --------     --------
Demand Note from shareholder
Interest at 8%                                   $35,000      $35,000

Demand note from shareholder
Interest at 8%                                    10,000

Demand note from shareholder
Interest at 8%                                    10,000

Accrued Interest                                  11,038        7,467
                                                --------     --------
Total  Notes Payable                             $66,038      $42,467
                                                ========     ========


Note 3. STOCKHOLDERS' EQUITY

The Company  (Loughran/Go  Corporation) was  incorporated  April 29, 1996 in the
state of Nevada.  The Company had 100,000,000 shares of common stock authorized.
Two forward stock splits and one stock  retirement have been  retroactively  and
ratably applied to all share amounts listed below.

Par value is $0.001 per common share.

The Company founders were issued 3,070,112 post-split common shares to cover the
$410 cost of incorporation.  Afterward,  6,674,157 post-split common shares were
issued for the purchase of assets valued at $23,750; 2,780,382 post-split common
shares were issued for services valued at $232,200; 15,216,854 post-split common
shares were issued to retire $75,712 of debt and accumulated interest; 3,337,079
post-split  common shares were issued to re-capitalize and 1,534,082 shares were
sold for $124,000.

Note 4. MERGER WITH LOUGHRAN/GO

On April 12,  2002 the  Company  merged with  Loughran/Go  Corporation  a Nevada
corporation.  Loughran/Go Corporation was the surviving corporation.  The merger
was a re-capitalization accounted for as a reverse acquisition.  This means that
the  historical  numbers  of 12 TO 20  PLUS,  INCORPORATED  are to be  used  for
comparative  purposes.  The  Company  name  was then  changed  to 12 TO 20 PLUS,
INCORPORATED.  The purpose of the merger was to make the Company more attractive
to  investors.  The raising of  additional  capital  would enable the Company to
continue to promote its products.

The balance sheet of Loughran/Go prior to the merger was as follows.

         Assets                             $          0
         Payables                                 16,970
                                            ------------
         Negative Net Worth                 $    (16,970)
                                            ============


                                       22
<PAGE>

NOTES TO FINANCIAL STATEMENTS - continued

Note 5. INCOME TAXES:

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial statement and tax bases of assets and liabilities and the tax rates in
effect currently.

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the  deferred  tax assets will not be  realized.  In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred  tax  asset  is  $84,676,  which is  calculated  by  multiplying  a 22%
estimated  tax rate by the  cumulative  NOL of  $384,891.  The  total  valuation
allowance is a comparable $84,676. Details for the last three years follow:

                                     12/31/03         12/31/02         12/31/01
                                     --------         --------         --------
         Deferred Tax Asset           $61,952           $4,602           $6,307
         Valuation Allowance          (61,952)          (4,602)          (6,307)
         Current Taxes Payable           0.00             0.00             0.00
                                     --------         --------         --------
         Income Tax Expense         $    0.00        $    0.00        $    0.00
                                    =========        =========        =========

Below is a chart showing the  estimated  corporate  federal net  operating  loss
(NOL) and the year in which it will expire.

         Year                           Amount             Expiration
         --------------              ---------             ----------
         1999 and prior              $  23,832                 2011
         2000                           29,873                 2020
         2001                           28,668                 2021
         2002                           20,916                 2022
         2003                          281,602                 2023
                                     ---------
         Total NOL                    $384,891
                                     =========

The Company  has filed no income tax  returns  since  inception.  Management  is
planning to complete these during 2004.


Note 6. LEASES AND OTHER COMMITMENTS:

The office  rent is month to month.  The  numbers  shown  below  assume that the
Company will remain in its current office space.

                       Year 1      Year 2      Year 3      Year 4      Year 5
Office Lease            7,213       7,213       7,213       7,213       7,213


                                       23
<PAGE>

NOTES TO FINANCIAL STATEMENTS - continued

Note 7. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most  recent  accounting  standards  SFAS  145-150 and
their effect on the Company.

SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities

This statement  requires  companies to recognize  costs  associated with exit or
disposal  activities,  other than SFAS 143 costs,  when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of these
costs are lease  termination  costs,  employee  severance costs  associated with
restructuring,  discontinued operation, plant closing, or other exit or disposal
activity. This statement is effective after December 15, 2002.

SFAS 147 Acquisitions of Certain  Financial  Institutions - an amendment of FASB
Statement No. 72 and 144 and FASB Interpretation No. 9.

This statement  makes the acquisition of financial  institutions  come under the
statements 141 and 142 instead of statement 72, 144 and FASB  Interpretation No.
9. This statement is applicable for acquisition on or after October 1, 2002.

SFAS 148 Accounting for Stock-Based Compensation - Transition and Disclosure

Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.

SFAS 149  Amendment  of  Statement  133 on  Derivative  Instruments  and Hedging
Activities

This  Statement  amends and  clarifies  financial  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives)  and for  hedging
activities under FASB Statement No. 133,  Accounting for Derivative  Instruments
and Hedging Activities.

SFAS 150 Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity

This  statement  requires that such  instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial  instruments entered into
or modified after May 31, 2003.

Interpretation No. 46 (FIN 46)

Effective  January 31, 2003, The Financial  Accounting  Standards Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of  the  entity  if  the  equity  investors  in  the  entity  do  not  have  the
characteristics  of a continuing  financial  interest or do not have  sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties. The Company has not invested
in any such entities, and does not expect to do so in the foreseeable future.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's  current  financial  position,  results or operations,  or cash
flows.


                                       24
<PAGE>

NOTES TO FINANCIAL STATEMENTS - continued

Note 8. COMPLIANCE WITH SARBANES-OXLEY ACT OF 2002

The  Company  does  not  currently  comply  with  all of the  provisions  of the
Sarbanes-Oxley  Act of 2002.  It is the  intention of the Company to comply with
the rules and  structure  mandated  therein.  To this end the Company is seeking
potential independent directors.

The new Act also  requires  an audit  committee  to  consist  of at least  three
independent members, one of which needs to be a financial and accounting expert.
Currently,  the Company  has no separate  audit  committee  and is also  seeking
potential audit committee members to serve on its future audit committee.

It  should  be  noted  that  the  Company  may  experience   trouble  attracting
independent  directors  because,  at this time,  it does not have  Directors and
Officers Liability Insurance in place.


Note 9. SUBSEQUENCE EVENT

On March 22,  2004,  The  Company  acquired  100% of the issued and  outstanding
shares of the common  stock of H. Bana Ltd.  (HBL),  a Delaware  Corporation  in
exchange for 3,000,000  shares of the  Company's  restricted  common stock.  HBL
becomes a wholly-owned subsidiary of the Company.




                                   SIGNATURES

In accordance  with Section 13 and 15(d) of the Exchange Act, the Company caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                            12 TO 20 PLUS, INC.



Date: April 14, 2004                        By /s/ Carol Slavin
                                            -----------------------------------
                                            Carol Slavin, President



                                       25
<PAGE>