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

                                   FORM 10-KSB

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2000

|_|   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: 0-29935

                             20/20 WEB DESIGN, INC.
                 (Name of Small Business Issuer in its charter)

      Nevada                                    33-0677140
      ------                                    ----------
(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)

Issuer's telephone number:  (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: Common Stock

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 |_|

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. |_|

State Issuer's Revenues for its most recent fiscal year: $0

The number of shares outstanding of the Company's $.001 Par Value Common Stock,
as of December 31, 2000 were 10,774,787. The aggregate number of shares of the
voting stock held by non-affiliates on March 20, 2001 was 2,154,787. The market
value of these shares, computed by reference to the market closing price on
March 20, 2001 was $8,619,148. For the purposes of the foregoing calculation
only, all directors and executive officers of the registrant have been deemed
affiliates.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.


                                       1
<PAGE>

PART I

ITEM 1. BUSINESS

A) General

20/20 Web Design, Inc. (the "Company") was incorporated on August 31, 1995 as
"Visioneering Corporation" under the laws of the State of Nevada, to engage in
any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company subsequently changed its name to
"Asiamerica Energy Group, Inc." on January 12, 1996 when it entered into an
agreement to acquire an oil and gas company. No stock was issued and no assets
were acquired as this acquisition was not consummated.

The Company then changed its name to "Care Financial Group, Inc." on April 29,
1996. At that time, the Company had agreed to form a wholly owned subsidiary,
Care Concepts, Inc., a Nevada corporation ("Care Concepts"). The Company issued
3,700,000 shares of its common stock to Care Concepts which shares were valued
at $25,000. Care Concepts was in the business of designing and building
specialized motor vehicles for physically handicapped drivers and passengers.
Ultimately, this acquisition did not succeed and the Company paid Care Concepts
$80,000 to terminate the agreement between Care Concepts and the Company while
the shareholders of Care Concepts retained their shares of the Company's common
stock. The Company subsequently approved a 250-to-1 reverse stock split after
this transaction was terminated.

On May 15, 1997, the Company changed its name to "Trump Oil Corporation"
("Trump"). Trump proposed to merge with Fenway Resources Ltd., a Canadian
company involved in natural resource development which wanted to develop and
construct a cement manufacturing facility in the Philippines. This proposed
merger was never consummated and no shares were issued pursuant to this
agreement.

None of the proposed business activities for which the Company's name was
changed produced any revenues or created any appreciable business activities for
the Company. On March 10, 1999, the Company entered into a letter of intent with
20/20 Web Design, Inc. ("20/20 Web"), a Colorado corporation, a wholly owned
subsidiary of Multi-Source Capital, Ltd. ("MSC"), also a Colorado corporation.
The Company entered into an Agreement and Plan of Reorganization and completed
its acquisition of 20/20 Web, with the Company changing its name as a result. As
a result of the merger, MSC became the owner of 80% of the issued and
outstanding shares of the Company. The Company recorded the 8,620,000 shares of
stock issued to MSC at par value for a total of $8,620. MSC was later acquired
by TeleMall Communications, Inc. ("TeleMall"), a publicly traded company which
subsequently changed its name to Stein's Holdings, Inc. ("Stein's").

In 1999, the Company continued the business of the Colorado corporation it
acquired and continued to design and maintain web sites for small, private
companies. The Company's clients included a jewelry store, a gift basket company
and certain other small companies. The revenues received from these operations
were minimal. The Company still has an outstanding contract with Image Jewelers,
Inc. whereby the Company is entitled to half of the net profits generated from
sales on its web site (www.imagejewelry.com) but the Company has received no


                                       2
<PAGE>

revenue from this agreement and does not anticipate receiving much in the way of
revenues from this agreement. Any revenues to be received will be minimal.

In December, 1999, the Company formed a wholly owned subsidiary, Stein's Cake
Box ("Cake Box"), a Nevada corporation. The Company entered into a letter of
intent with a bakery operation in Lewisville, Texas controlled by the Company's
president, Randy Sutton. The Company lent $195,000 to Cake Box in connection
with the letter of intent. Cake Box used the $195,000 to pay some of the
construction costs of a proposed bakery operation estimated to ultimately cost a
total of $750,000. The proposed construction project was to expand an existing
bakery operation located at the same location, College Connection, Inc. dba
Stein's Bakery (the "Bakery"), also run by Mr. Sutton. In late February, 2000,
the Company and the Bakery mutually agreed to cancel their letter of intent
concerning Cake Box, although the Bakery remains liable to repay the $195,000 it
acquired from Cake Box. However, the Company has written off this debt although
it still continues its efforts to collect this sum. On February 29, 2000, the
Company's President, CEO and director, Randy Sutton, resigned as an officer and
director of both the Company and Stein's. On October 13, 2000, the Bakery filed
for protection from its creditors under Chapter 11 of the United States
Bankruptcy Code. It appears unlikely that the Company will be repaid the loan.
The Chapter 11 filed was subsequently converted to a Chapter 7 and the Bakery
has ceased operations.

Following the Company's lack of success with the Cake Box venture, the Company
determined that it would remain inactive and that the Company would seek
suitable acquisition candidates. The Company can be defined as a shell company
whose sole purpose at this time is to locate and consummate a merger or
acquisition with a private entity.

In February 2001, the Company entered into a letter of intent with
BentleyTel.com, Inc. ("BentleyTel"), a Nevada corporation, to acquire BentleyTel
in a statutory merger. The terms of the proposed acquisition require, among
other things, that the Company to increase its authorized capital from twenty
five million shares of common stock to one hundred million shares, approve a
forward-split of one-for-four and change its name to "BentleyTel, Inc." It is
anticipated that the transaction will close on or about March 31, 2001.

The Company's office is located at 21800 Oxnard Street, Suite 440, Woodland
Hills, California 91367.

As of December 31, 2000, the Company had no employees.

Item 2. Properties.

The Company presently shares office space with a related entity and its
attorney. The Company's portion of the monthly 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


                                       3
<PAGE>

None.

Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.

The Company's common stock is currently traded on the OTC Electronic Bulletin
Board in the United States, having the trading symbol "TWEB" and CUSIP #90136K-
103. The common stock commenced trading in April, 1997 and was de-listed on May
3, 2000 from the Bulletin Board. From May until November, the Company's common
stock was quoted in the OTC "pink sheets." The Company's stock is now traded on
the OTC Electronic Bulletin Board. As of December 31, 2000, the Company had
10,774,787 shares of its common stock issued and outstanding, of which 2,154,787
were held by non-affiliates.

      The following table reflects the high and low quarterly bid prices for the
fiscal year ended December 31, 2000.

Period                      High Bid                   Low Bid
--------------------------  -------------------------- -------------------------

1st Qtr 2000                4.00                       3.00
--------------------------  -------------------------- -------------------------

2nd Qtr 2000                3.00                       1.75
--------------------------  -------------------------- -------------------------

3rd Qtr 2000                3.00                       1.75
--------------------------  -------------------------- -------------------------

4th Qtr 2000                 .375                      1.00
--------------------------  -------------------------- -------------------------

The NASD and the "pink sheets" provided the above information to the Company.
These quotations may reflect inter-dealer prices without retail mark-up/mark-
down/commission and may not reflect actual transactions. In addition, in March,
1999, the Company approved a one-for-ten reverse stock split as part of its
acquisition of 20/20 Web Design, Inc. The prices for the second quarter of 1999
and subsequent quarters are the high and low bid prices post-split.

As of December 31, 2000, the Company estimates there are 60 "holders of record"
of its common stock and estimates that there are approximately 75 beneficial
shareholders of its common stock. The Company has authorized 100,000,000 shares
of common stock, par value $.001.

Item 6. Management's Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE

When used in this Form 10-KSB, the words "anticipated", "estimate", "expect",
and similar expressions are intended to identify forward-looking statements.
Such statements are subject to certain risks, uncertainties and assumptions
including the possibility that the Company's will fail to generate projected
revenues. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or projected.

LIQUIDITY AND CAPITAL RESOURCES

Since inception, the Company has experienced no significant change in liquidity
or capital resources or


                                       4
<PAGE>

stockholders' equity other than receipts of proceeds from offerings of its
capital stock. The Company received $230,000 from an offering conducted under
Rule 504 of Regulation D in 1999. The Company also raised $158,354 from the
issuance of 7,200,000 shares of the Company's common stock prior to 1997. In
1997, the Company raised an additional $345,000 from the sale of its common
stock. The Company's balance sheet as of December 31, 2000 reflects limited
assets and limited liabilities. Further, there exists no agreements or
understandings with regard to loan agreements by or with the Officers,
Directors, principals, affiliates or shareholders of the Company.

At December 31, 2000, the Company had negative working capital of approximately
($40,000) which consisted of current assets of $59 and current liabilities of
$39,847. The Company's assets at December 31, 2000 consisted of cash of $59. At
December 31, 1999, the Company had current assets of approximately $208,410
which consisted of accounts receivable. At December 31, 1999, the Company had
current liabilities of approximately $314,000, resulting in negative working
capital of approximately ($285,000). The current liabilities of the Company at
December 31, 2000 are composed primarily of accounts payable for legal and
accounting expenses.

The Company will attempt to carry out its plan of business as discussed above.
The Company cannot predict to what extent its lack of liquidity and capital
resources will hinder its business plan prior to the consummation of a business
combination.

RESULTS OF OPERATIONS

During the period from August 31, 1995 (inception) through December 31, 2000,
the Company engaged in limited operations and attempted to commence operations
in a number of different fields, none of which was ultimately successful or
resulted in any appreciable revenues for the Company. The Company had no revenue
or income during this period and recorded a net loss of ($234,531) for the
period ended December 31, 2000. This loss was primarily the loss recognized from
the loan made to Stein's Bakery of $195,000 and general and administrative
expenses of approximately $39,000. For the year ended December 31, 1999, the
Company had revenues of $2500 from its web design with a net loss of ($34,910)
resulting from general and administrative expenses. The net loss per share was
($.02) for the year ended December 31, 2000 compared to a loss per share of nil
for the year ended December 31, 1999.

For the year ended December 31, 2000, the Company had assets of approximately of
$60 and current liabilities of approximately $40,000. For the year ended
December 31, 1999, the Company had total assets of approximately $508,000 and
current liabilities of approximately $314,000. Shareholders' equity(deficit) for
the year ended December 31, 2000 was approximately ($40,000) compared to
shareholders' equity of approximately $195,000 at December 31, 1999. The
difference between the year end figures from 1999 to 2000 is primarily
attributable to the Cake Box operations and the Company's write off of that
loan.

The Company anticipates that until a business combination is completed with an
acquisition candidate, it will not generate revenues and may operate at a loss
after completing a business combination, depending upon the performance of the
acquired business.


                                       5
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion of the financial condition, changes in financial
condition and results of operations of the Company for the fiscal years ended
December 31, 2000 and December 31, 1999 should be read in conjunction with the
financial statements of the Company and related notes included therein.

The Company was incorporated on August 31, 1995 as Visioneering Corporation. On
January 12, 1996, the Company amended its Articles of Incorporation to change
its name to Asiamerica Energy Corporation, to Care Financial Corporation in
April 29, 1996 and to Trump Oil Corporation on May 15, 1997. In March, 1999, the
Company entered into a letter of intent to acquire 20/20 Web Design, Inc., a
Colorado corporation wholly owned by Stein's Holdings, Inc. fka Multi-Source
Capital, Ltd. As part of that transaction, the Company issued 8,620,000 shares
of its common stock to Stein's with the result that Stein's owns 80% of the
issued and outstanding shares of the Company. The Company also approved a
ten-for-one reverse stock split as part of that transaction.

Since the agreements described above, the Company has financed its activities
through the distribution of equity capital, including private placements of its
common stock resulting in the Company raising capital of $749,494 from 1995 to
the present. The Company used the proceeds from these offerings to fund its
proposed operations, to pay salaries, to pay general and administrative expenses
and any necessary expenses.

In February, 2001, the Company entered into a letter of intent to acquire
BentleyTel.com, Inc., a Nevada corporation, engaged in the business of
developing a "Smart-e-Card"(TM) which is the next generation of ATM card
allowing users to cash checks at an ATM, purchase money orders, re-charge a
phone card and many other uses, including worldwide availability. BentleyTel has
subsidiaries operating in the telecommunications and computer fields in the
Philippines, Malaysia and Australia. As part of the merger agreement, the
Company increased its authorized capital from 25,000,000 shares of common stock
to 100,000,000 shares of common stock, will approve a forward split of
one-for-four and will change its name to "BentleyTel, Inc." upon completion of
the merger, which is anticipated to close at the end of March.

The Company will attempt to carry out its business plan as discussed above. The
Company cannot predict to what extent its lack of liquidity and capital
resources will hinder its business plan prior to the consummation of a business
combination or if the proposed business combination with BentleyTel is
unsuccessful.

NEED FOR ADDITIONAL FINANCING

The Company believes that its existing capital will not be sufficient to meet
the Company's cash needs, including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as amended. Once
a business combination is completed, the Company's needs for additional
financing are likely to increase substantially. It is anticipated that Stein's
will likely advance any funds necessary to insure that the Company is able to
meet its reporting obligations under the 1934 Act and that these loans will be
repaid either when the Company merges or acquires a business or in the event
that the loan made to Stein's Bakery is repaid. However, Stein's has not agreed
in


                                       6
<PAGE>

writing to provide these funds and can only provide these funds to the extent
that it has available funds to loan to the Company. If the merger with
BentleyTel is completed, then the Company will have revenues to fund its
operations but will also have a great many more financial commitments to meet.

No commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any funds will be
available to the Company to allow it to cover its expenses.

The Company might seek to compensate providers of services by issuances of stock
in lieu of cash.

The Company has been dormant and since inception has experienced no significant
change in liquidity or capital resources or stockholders' equity other than the
receipt of proceeds from offerings conducted under Rule 504 of Regulation D. The
Company's balance sheet as of December 31, 2000 reflects limited assets and
limited liabilities. Further, there exists no agreements or understandings with
regard to loan agreements by or with the Officers, Directors, principals,
affiliates or shareholders of the Company.

Effect of Inflation

Inflation did not have any significant effect on the operations of the Company
during the year ended December 31, 2000. Further, inflation is not expected to
have any significant effect on future operations of the Company.

Item 7. Financial Statements.

Financial statements are audited and included herein beginning on Exhibit 1,
page 1 and are incorporated herein by this reference.

Item 8. 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.

Part III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

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                    Age         Positions Held and Tenure
--------------------------------------------------------------------------------
Charles Smith           50          CEO, CFO and Director since May 15, 2000


                                       7
<PAGE>

James Smith             56          Director since April 1, 1999

Christopher L. Burnell  27          Secretary and Director since Feb. 15, 1999

The Directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, Directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the Board of Directors, absent any employment agreement, of which
none currently exist or is contemplated. There is no arrangement or
understanding between the Directors and Officers of the Company and any other
person pursuant to which any Director or Officer was or is to be selected as a
Director or Officer of the Company.

There is no family relationship between or among any Officer and Director.

The Directors and Officers of the Company will devote their time to the
Company's affairs on an "as needed" basis. As a result, the actual amount of
time which each will devote to the Company's affairs is unknown and is likely to
vary substantially from month to month.

The Company has no audit or compensation committee.

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.

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 Nexion, Inc.
Previously, Mr. Smith was chief operating officer of Decision Dynamix, Inc.
Prior to that, Mr. Smith served as the president for McKesson Drug Company,
which is an $11 billion wholesaler of pharmaceutical and generic products, home
health care, and health and beauty care products. Prior to McKesson, Mr. Smith
served as the president for the world's largest electronic component
distributor, Hamilton Hallmark, which is a division of Avnet, Inc. Mr. Smith led
the consolidation of Hamilton/Avnet with its third largest competitor, Hallmark
Electronics. Mr. Smith also served as corporate senior vice president of Avnet,
Inc.

Mr. Smith spent sixteen years with electronic component manufacturing companies:
Harris Semiconductor, Rockwell Microelectronics, ITT Semiconductor Components
Group, Texas Instruments, and International Rectifier. Mr. Smith's vast
experience stems from holding positions in sales, sales management, product line
marketing, customer services, advertising, and worldwide sales and marketing
with offshore profit and loss responsibility.

Mr. Smith graduated from Michigan State University with a Bachelor of Arts in
Economics.

Mr. Smith is a director of Stein's Holdings, Inc., the majority shareholder of
the Company and a publicly traded company traded on the OTC Electronic Bulletin
Board under "SNHS." He also acts as director and president of National


                                       8
<PAGE>

Healthcare Technology, Inc., a publicly held company traded on the OTC
Electronic Bulletin Board under "NHKT."

CHARLES SMITH. Mr. Smith graduated from Boston University, Boston, Massachusetts
in 1979 and since that time has been a Certified Public Accountant involved in
all phases of business, including the audit of companies and tax matters. He is
a consultant to various companies ranging from an art distribution company to a
junior resource company which is developing a gold property in Sinaloa State,
Mexico. Mr. Smith has significant experience in accounting and securities
matters.

Mr. Smith's business affiliations during the last five years are as follow:

Chairman - Dynacap Group, Ltd. - a consulting and management firm - 1992 to the
present.

Sole proprietor as a Certified Public Accountant - 1983 to the present.

Sole officer and Director - MC Cambridge, Inc. - a financial consulting firm -
1997 to present.

Sole officer and director - Asset Servicing Corporation - a leasing company -
1998 to present.

Chief Financial Officer and Director - Electrical Generation Technology
Corporation - April 2000 to present.

Mr. Smith is a director of Stein's Holdings, Inc., the majority shareholder of
the Company and a publicly traded company traded on the OTC Electronic Bulletin
Board under "SNHS."

CHRISTOPHER BURNELL. Mr. Burnell joined the Company as a director in February,
1999. Mr. Burnell is a director and chief operating officer of Stein's Holdings,
Inc., majority shareholder of the Company and a publicly traded company traded
on the OTC Electronic Bulletin Board under "SNHS." 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.

CONFLICTS OF INTEREST

The Officers and Directors of the Company will devote only a small portion of
their time to the affairs of the Company, estimated to be no more than
approximately 5 hours per month. There will be occasions when the time
requirements of the Company's business conflict with the demands of their other
business and investment activities. Such conflicts may require that the Company
attempt to employ additional personnel. There is no assurance that the services
of such persons will be available or that they can be obtained upon terms
favorable to the Company.

There is no procedure in place which would allow the Officers and Directors to
resolve potential conflicts in an arms-length fashion. Accordingly, they will be
required to use their discretion to resolve them in a manner which they consider
appropriate.

The Company's Officers and Directors may actively negotiate or otherwise consent
to the purchase of a portion of their common stock as a condition to, or in


                                       9
<PAGE>

connection with, a proposed merger or acquisition transaction. It is anticipated
that a substantial premium over the initial cost of such shares may be paid by
the purchaser in conjunction with any sale of shares by the Company's Officers
and Directors which is made as a condition to, or in connection with, a proposed
merger or acquisition transaction. The fact that a substantial premium may be
paid to the Company's Officers and Directors to acquire their shares creates a
potential conflict of interest for them in satisfying their fiduciary duties to
the Company and its other shareholders. Even though such a sale could result in
a substantial profit to them, they would be legally required to make the
decision based upon the best interests of the Company and the Company's other
shareholders, rather than their own personal pecuniary benefit.

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 10. Executive Compensation.

During fiscal 2000, and as of the date of the filing of this report, none of the
Company's officers were paid any compensation by the Company.

Directors are entitled to reimbursement for reasonable travel and other out-of-
pocket expenses incurred in connection with attendance at meeting of the Board
of Directors.

The Company has no material bonus or profit-sharing plans pursuant to which cash
or non-cash compensation is or may be paid to the Company's directors or
executive officers.

The Company has no compensatory plan or arrangements, including payments to be
received from the Company, with respect to any executive officer or director,
where such plan or arrangement would result in any compensation or remuneration
being paid resulting from the resignation, retirement or any other termination
of such executive officer's employment or from a change-in-control of the
Company or a change in such executive officer's responsibilities following a
change-in- control and the amount, including all periodic payments or
installments where the value of such compensation or remuneration exceeds
$100,000 per executive officer.

During the last completed fiscal year, no funds were set aside or accrued by the
Company to provide pension, retirement or similar benefits for Directors or
Executive Officers.

The Company has no written employment agreements.

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.


                                       10
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance. During the year ended
December 31, 2000, the following persons were officers, directors and more than
ten-percent shareholders of the Company's common stock:

Name                        Position                            Filed Reports
----

Irving M. Einhorn           Director                            No
James Smith                 Director                            Yes
Stein's Holdings, Inc.      Shareholder                         No
Charles Smith               Director, CEO, CFO                  No
Christopher Burnell         Director, Secretary                 No

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

There were 10,774,787 shares of the Company's common stock issued and
outstanding on December 31, 2000. There are no preferred shares authorized. 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.

Names and Addresses            Number of Shares         Percent of
                               Owned Beneficially      Beneficially Owned Shares

Cede and Co.(1)                           614,118                 5.7%
P.O. Box 22
New York NY  10274

Charles Smith (2)                               0                 0.0%
21800 Oxnard Street Ste. 440
Woodland Hills CA  91367

Christopher Burnell (2)                         0                 0.0%
21800 Oxnard Street Ste. 440
Woodland Hills CA  91367

James H. Smith (2)                              0                 0.0%
348 Georgetown Ave
San Mateo, CA  94402

Stein's Holdings, Inc.(3)               8,620,000               80.00%
21800 Oxnard Street Ste 440
Woodland Hills CA  91367

(1) Cede owns the shares as nominee for the shareholders who have placed their
shares in street name. Cede does not have investment power for the shares nor
voting power of the shares.
(2) Denotes officer or director. All officers and directors are also officers
and directors of Stein's Holdings, Inc. which is the majority shareholder of the
Company.
(3) The control persons of Stein's are the officers and directors of the
Company: Christopher Burnell, James Smith, and Charles Smith. These persons have
both


                                       11
<PAGE>

investment and voting power for the 8,620,000 shares beneficially owned by
Stein's.

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, except
the proposed acquisition of BentleyTel.

Item 12. Certain Relationships and Related Transactions.

The Company shares office space with its attorney and with a shareholder of the
Company who has loaned the Company money to fund its operations for the ast
year. The Company's portion of the rent is approximately $1,500 per month and
the lease runs through November, 2002.

Item 13. Exhibits 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 dated January 11, 2000
Balance Sheet for the Fiscal Years Ended December 31, 2000 and 1999
Statement of Operations for the Fiscal Years Ended December 31, 2000 and 1999
Statement of Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to Financial Statements

List of Exhibits

The following exhibits are filed with this report.

Financial Statements.
Financial Data Schedule

(b) There were no Reports filed on Form 8-K during the fourth quarter of the
Company's fiscal year ended December 31, 2000.

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 29, 2001                    20/20 WEB DESIGN, INC.


                                  /s/ Charles Smith
                                  -----------------
                                  Charles Smith, CEO, CFO, Director


                                       12
<PAGE>

March 29, 2001                    /s/ Christopher Burnell
                                  ------------------------------------------
                                  Christopher Burnell, Secretary, Director


March 29, 2001                    /s/ James Smith
                                  ------------------------------------------
                                  James Smith, Director


                                       13

<PAGE>

                             20/20 WEB DESIGN, INC.

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999

<PAGE>

                                    TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

INDEPENDENT AUDITORS' REPORT .....................................            1

FINANCIAL STATEMENTS

       Balance Sheets.............................................            2

       Statements of Operations...................................            3

       Statement of Stockholders' Equity (Deficit)................            4

       Statements of Cash Flows...................................            5

       Notes to Financial Statements..............................          6-12

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
20/20 Web Design, Inc. and Subsidiary

We have audited the accompanying balance sheet of 20/20 Web Design, Inc. as of
December 31, 2000 and the related statements of operations, stockholders' equity
and cash flows for the year then ended. We have also audited the consolidated
balance sheet of 20/20 Web Design Inc. and Subsidiary as of December 31, 1999
and the related consolidated statements of operations, 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 the financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 20/20 Web Design, Inc. and
Subsidiary as of December 31, 2000 and 1999, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America..

Moffitt & Company, P.C.
Scottsdale, Arizona

January 11, 2001

<PAGE>

                      20/20 WEB DESIGN, INC. AND SUBSIDIARY
                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

                                         ASSETS

<TABLE>
<CAPTION>
                                                                            Restated
                                                               2000           1999
                                                           ------------   ------------
<S>                                                        <C>            <C>
CURRENT ASSETS
       Cash and cash equivalents                           $         59   $        237
       Accounts receivable                                            0         28,173
                                                           ------------   ------------

            TOTAL CURRENT ASSETS                                     59         28,410

PROPERTY AND EQUIPMENT                                                0         80,204
                                                           ------------   ------------

            TOTAL ASSETS                                   $         59   $    508,614
                                                           ============   ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
       Accounts payable
          Trade                                            $     39,847   $       1,403
          Related entity                                              0         312,468
                                                           ------------   -------------

            TOTAL CURRENT LIABILITIES                            39,847         313,871
                                                           ------------   -------------

STOCKHOLDERS' EQUITY (DEFICIT)
       Common stock
          Authorized 25,000,000 shares, par
             value $0.001 per share
          Issued and outstanding - 10,774,787 shares             10,775          10,775
       Paid-in capital in excess of par value of stock          738,719         738,719
       Retained earnings (deficit)                             (789,282)       (554,751)
                                                           ------------   -------------

            TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                (39,788)        194,743
                                                           ------------   -------------

            TOTAL LIABILITIES AND STOCKHOLDERS'
              EQUITY (DEFICIT)                             $         59   $     508,614
                                                           ============   =============
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       2
<PAGE>

                      20/20 WEB DESIGN, INC. AND SUBSIDIARY
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                            Restated
                                                               2000           1999
                                                           ------------   ------------
<S>                                                        <C>            <C>
REVENUE                                                    $          0   $      2,500

EXPENSES
       General and administrative expenses                       38,874         37,936
                                                           ------------   ------------

(LOSS) FROM CONTINUING OPERATIONS                               (38,874)       (35,436)
                                                           ------------   ------------

DISCONTINUED OPERATION
       Loss on liquidation of investment in Stein's
          Cake Box, Inc.                                       (195,657)             0
       Income on investment in Stein's Cake Box, Inc.                 0            526
                                                           ------------   ------------

           TOTAL DISCONTINUED OPERATIONS                       (195,657)           526
                                                           ------------   ------------

NET (LOSS)                                                 $   (234,531)  $    (34,910)
                                                           ============   ============

NET (LOSS) PER COMMON SHARE

       Basic and diluted:

          Continuing operations                            $       (.00)  $       (.00)
          Discontinued operations                                  (.02)          (.00)
                                                           ------------   ------------

           TOTAL                                           $       (.02)  $       (.00)
                                                           ============   ============

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING

       Basic and diluted                                     10,774,787     10,774,787
                                                           ============   ============
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       3
<PAGE>

                          20/20 WEB DESIGN, INC. AND SUBSIDIARY
                       STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                     FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>

                                                                 Paid in
                                       Number                  Capital in
                                         Of                     Excess of     Retained
                                       Common       Common      Par Value     Earnings
                                       Shares        Stock      of Stock      (Deficit)
                                    -----------   ----------   -----------   -------------
<S>                                  <C>          <C>          <C>            <C>
BALANCE, JANUARY 1, 1999               1,004,78   $    1,005   $   521,349    $   (519,841)

ISSUANCE OF COMMON STOCK
   FOR CASH PER PRIVATE
   PLACEMENT                          1,150,000        1,150       228,850               0

COST TO ACQUIRE FINANCING
   FOR PRIVATE PLACEMENT                      0            0        (2,860)              0

ISSUANCE OF COMMON STOCK
     FOR 20/20 WEB DESIGN, INC.       8,620,000        8,620        (8,620)              0

NET (LOSS) FOR THE YEAR
     ENDED DECEMBER 31, 1999                  0            0             0         (34,910)
                                    -----------   ----------   -----------   -------------

BALANCE, DECEMBER 31, 1999           10,774,787       10,775       738,719        (554,751)

NET (LOSS) FOR THE YEAR
     ENDED DECEMBER 31, 2000                  0            0             0        (234,531)
                                    -----------   ----------   -----------   -------------

BALANCE, DECEMBER 31, 2000           10,774,787   $   10,775  $    738,719  $     (789,282)
                  === ====           ==========   ==========  ============  ==============
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                          4
<PAGE>

                          20/20 WEB DESIGN, INC. AND SUBSIDIARY
                                 STATEMENTS OF CASH FLOWS
                     FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                              Restated
                                                                  2000          1999
                                                               -----------   ----------
<S>                                                            <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net (loss)                                              $  (234,531)  $  (34,910)
       Adjustments to reconcile net (loss) to net cash
          (used) by operating activities:
             Loss on liquidation of investment in Stein's
               Cake Box, Inc.                                      195,656            0
             Organization costs                                          0        2,513
       Changes in operating assets and liabilities:
          Accounts receivable                                       28,173      (28,173)
          Accounts payable                                          10,524       28,667
                                                               -----------   ----------

          NET CASH (USED) BY OPERATING
             ACTIVITIES                                               (178)     (31,903)
                                                               -----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property and equipment                               0     (195,000)
                                                               -----------   ----------

          NET CASH (USED) BY INVESTING
             ACTIVITIES                                                  0     (195,000)
                                                               -----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES
       Net proceeds from issuance of common stock                        0      227,140
                                                               -----------   ----------

          NET CASH PROVIDED BY
             FINANCING ACTIVITIES                                        0      227,140
                                                               -----------   ----------

NET INCREASE (DECREASE) IN CASH AND CASH
   EQUIVALENTS                                                        (178)         237

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                           237            0
                                                               -----------   ----------

CASH AND CASH EQUIVALENTS, END OF YEAR                         $        59   $      237
                                                               ===========   ==========

SUPPLEMENTARY DISCLOSURE OF
   CASH FLOW INFORMATION

       Interest paid                                           $         0   $        0
                                                               ===========   ==========

       Taxes paid                                              $         0   $        0
                                                               ===========   ==========

NON-CASH INVESTING AND FINANCING
   ACTIVITIES

       Issuance of company stock for 20/20 Web Design, Inc.    $         0   $    8,620
                                                               ===========   ==========

       Related party payable for acquisition of property and
          equipment                                            $         0   $  285,204
                                                               ===========   ==========
</TABLE>

                See Accompanying Notes and Independent Auditors' Report.


                                       5
<PAGE>

                      20/20 WEB DESIGN, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Nature of Business

            20/20 Web Design, Inc. (hereinafter referred to as the Company) was
            incorporated in August 1995 in the state of Nevada. The Company is
            in the business of managing and acquiring subsidiary corporations.

            Stein's Cake Box, Inc. was incorporated in December 1999 in the
            state of Texas. The corporation was in the business of selling
            bakery products to retail establishments in the Dallas, Texas,
            metropolitan area. (See Note 13 for discontinuance of operations)

            Principles of Consolidation

            For 1999, the consolidated financial statements include the accounts
            of 20/20 Web Design, Inc. and its wholly owned subsidiary, Stein's
            Cake Box, Inc.

            All material inter-company accounts and transactions have been
            eliminated.

            Corporation Name Changes

            The corporation has changed its name as follows:

                1.     At date of incorporation - Visioneering Corporation
                2.     January 12, 1996 - Asiamerica Energy Group, Inc.
                3.     April 29, 1996 - Care Financial Group, Inc.
                4.     May 15, 1997 - Trump Oil Corporation
                5.     April 23, 1999 - 20/20 Web Design, Inc.

            Cash and Cash Equivalents

            For purposes of the statement of cash flows, the Company considers
            all highly liquid debt instruments purchased with an original
            maturity of three months or less to be cash equivalents.

            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.

            At December 31, 1999, the Company was not depreciating the property
            and equipment as the $480,204 of property and equipment was all
            construction in process and the assets were not completed or placed
            in service.

            See Accompanying Notes and Independent Auditors' Report.


                                       6
<PAGE>

                          20/20 WEB DESIGN, INC. AND SUBSIDIARY
                              NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000 AND 1999

NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Accounting Estimates

            Management uses estimates and assumptions in preparing financial
            statements in accordance with generally accepted accounting
            principles. Those estimates and assumptions affect the reported
            amounts of assets and liabilities, the disclosure of contingent
            assets and liabilities, and the reported revenues and expenses.
            Actual results could vary from the estimates that were used.

            Income Taxes

            Provisions for income taxes are based on taxes payable or refundable
            for the current year and deferred taxes on temporary differences
            between the amount of taxable income and pretax financial income and
            between the tax basis 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 rates are enacted, deferred
            tax assets and liabilities are adjusted through the provision for
            income taxes.

            Net Loss Per Share

            The Company adopted Statement of Financial Accounting Standards No.
            128 that requires the reporting of both basic and diluted earnings
            per share. Basic earnings per share is computed by dividing net
            income available to common stockholders by the weighted average
            number of common shares outstanding for the period. Diluted earnings
            per share reflect the potential dilution that could occur if
            securities or other contracts to issue common stock were exercised
            or converted into common stock. In accordance with FASB 128,
            potentially dilutive securities that would have an anti- dilutive
            effect on net loss per share are excluded.

NOTE 2     DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

            The Company estimates that the fair value of all financial
            instruments at December 31, 2000 and 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.


                                       7
<PAGE>

                          20/20 WEB DESIGN, INC. AND SUBSIDIARY
                              NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000 AND 1999

NOTE 3     PROPERTY AND EQUIPMENT

            At December 31, 1999, the property and equipment consisted of
            construction in process on the building space next to Stein's
            Bakery. Stein's Cake Box, Inc. was negotiating for a lease on this
            space.

            There is no depreciation for the years ended December 31, 2000 and
            1999.

NOTE 4     ACCOUNTS PAYABLE, RELATED ENTITY

            The accounts payable, related entity, is due to College Connection,
            Inc., DBA Stein's Bakery, for the following:

<TABLE>
<CAPTION>
                                                                            Restated
                                                              2000            1999
                                                          ------------     -----------
<S>                                                       <C>              <C>
          Purchases of bakery products                    $          0     $    27,264
          Construction in process for funds due to the
            contractor (College Connection, Inc. signed
            the construction contract)                               0         285,204
                                                          ------------     -----------

                           Total                          $          0     $   312,468
                                                          ============     ===========

NOTE 5     INCOME TAXES
                                                                            Restated
                                                              2000             1999
                                                          ------------     -----------
    (Loss) from continuing operations before income taxes $   (234,531)    $   (34,910)
                                                          ------------     -----------

    The provision for income taxes is estimated as follows:

          Currently payable                               $          0     $         0
                                                          ------------     -----------
          Deferred                                        $          0     $         0
                                                          ------------     -----------

    Significant components of the Company's deferred tax asset and
    liabilities are as follows at December 31:
                                                              2000             1999
                                                          ------------     -----------

       Deferred tax asset
          Net operating loss carryforwards                $     54,500     $    19,300
          Less valuation allowance                              54,500          19,300
                                                          ------------     -----------

          Net deferred tax asset                          $          0     $         0
                                                          ============     ===========
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       8
<PAGE>

                      20/20 WEB DESIGN, INC. AND SUBSIDIARY
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 5     INCOME TAXES (CONTINUED)

<TABLE>
<CAPTION>
                                                                         2000         1999
  A reconciliation of the valuation allowance is as follows:          ----------   ----------

<S>                                                                   <C>          <C>
     Balance, beginning of year                                       $   19,300   $   77,976
     Less adjustment for limitation due to merger                              0      (63,876)
     Addition for the year                                                35,200        5,200
                                                                      ----------   ----------
                                                                      $   54,500   $   19,300
                                                                      ==========   ==========
</TABLE>

NOTE 6     TAX CARRYFORWARDS

           The corporation has the following net operating loss carryforwards:

                           Year           Amount          Expiration Date
                        ---------     ---------------    -----------------
                           1998       $        94,200          2018
                           1999                35,524          2019
                           2000               234,531          2020
                                      ---------------
                                      $       364,255
                                      ===============

           Future changes in ownership may limit the ability of the Company to
           utilize these net operating loss carryforwards prior to their
           expiration

NOTE 7     PRIVATE PLACEMENT OFFERING

           In March 1999, the Company had a private placement for 11,500,000
           shares of common stock at $0.02 per share. All of the shares were
           sold and the Company realized $230,000 less $2,860 of costs.

NOTE 8     STOCK OPTIONS

            The Company does not have any stock options outstanding at December
            31, 2000 and 1999.

NOTE 9      BUSINESS COMBINATION

            On March 30, 1999, the Company completed a merger with 20/20 Web
            Design, Inc. by exchanging 8,620,000 shares of section 144
            restricted common stock for 100% of the outstanding shares of 20/20
            Web Design, Inc.

            The merger has been accounted for as a pooling of interest (reverse
            acquisition as defined by the Securities and Exchange Commission)
            and the Company recorded the merger as follows:

            See Accompanying Notes and Independent Auditors' Report.


                                       9
<PAGE>

                          20/20 WEB DESIGN, INC. AND SUBSIDIARY
                              NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000 AND 1999

NOTE 9     BUSINESS COMBINATION (CONTINUED)

                 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:

                                                                 Restated
                                                                   1999
                                                                 --------
                 Net sales
                    Trump Oil Corporation                        $  2,500
                    20/20 Web Design, Inc.                              0

                 Net (loss)
                    Trump Oil Corporation                         (12,000)
                    20/20 Web Design, Inc.                              0

            There were no material transactions between Trump Oil Corporation
            and 20/20 Web Design, Inc. prior to the merger. The effects of
            conforming 20/20 Web Design, Inc.'s accounting policies to those of
            Trump Oil Corporation were not material.

NOTE 10    ECONOMIC DEPENDENCY IN 1999 RESTATED

            Sales

            98.3% of the Stein Cake Box, Inc.'s sales were to one customer.

            Cost of Goods Sold

            Stein Cake Box, Inc. purchases all of its baked goods from one
            supplier, Stein's Bakery.

NOTE 11    INSURANCE

            Stein's Cake box did not carry liability or worker's compensation
            insurance.

NOTE 12    SEGMENT REPORTING FOR 1999 RESTATED

            The Company had two reportable segments:

                 20/20 Web Design, Inc. - Web design and management of
                 subsidiary company operations.
                 Stein's Cake Box, Inc. - Sales of bakery products.

            See Accompanying Notes and Independent Auditors' Report.


                                       10
<PAGE>

                          20/20 WEB DESIGN, INC. AND SUBSIDIARY
                              NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000 AND 1999

NOTE 12    SEGMENT REPORTING FOR 1999 RESTATED (CONTINUED)

           The Company evaluates segment performance based on income from
           operations. Sales for each segment are based on the location of the
           third-party customer. All intercompany transactions between segments
           have been eliminated.

           Segment results for 1999 were as follows:

<TABLE>
<CAPTION>
                                                                20/20 Web     Stein's Cake
                                                              Design, Inc.      Box, Inc.
                                                              ------------    -------------
<S>                                                           <C>             <C>
                 Net sales                                    $      2,500    $     28,136

                 Income (loss) from operations                     (35,437)            526

                 Assets                                                137         508,477

                 Capital expenditures                                    0         480,204

           A reconciliation from the segment information to the consolidated
           balances for income (loss) from operations and assets is set forth
           below:

                 Segment (loss) from operations                               $   (34,910)

                 Consolidated (loss) from operations                              (34,910)

                 Segment assets                                                   508,614

                 Consolidated total assets                                        508,614
</TABLE>

NOTE 13    DISCONTINUED OPERATIONS

            APB 30, paragraph 13, requires that an entity restate prior year
            financial statements to disclose the results of subsequent
            discontinued operations. The investment in Stein's Cake Box, Inc.
            was discontinued and the 1999 statement of operations was restated
            to segregate the income from discontinued operations from continued
            operations.

            The following information is presented for the discontinued
            operations:

                 a.  Segment discontinued - subsidiary corporation, Stein's
                     Cake Box, Inc.
                 b.  Discontinued date - February 29, 2000
                 c.  Manner of disposal - investment written-off as worthless
                 d.  Remaining assets and liabilities - none at February 29,
                     2000
                 e.  Income or loss from February 29, 2000 to December 31, 2000
                     - none
                 f.  Proceeds from disposal of assets - none

            See Accompanying Notes and Independent Auditors' Report.


                                       11
<PAGE>

                          20/20 WEB DESIGN, INC. AND SUBSIDIARY
                              NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 2000 AND 1999

NOTE 14    COMPUTATION OF EARNINGS PER SHARE

<TABLE>
<CAPTION>
                                                                              Restated
                                                                  2000          1999
                                                               -----------   ----------
<S>                                                            <C>           <C>
           From continuing operations
               Net (loss) from continuing operations           $   (38,874)  $  (35,436)
                                                               -----------   ----------
               Weighted average number of common
                  shares outstanding                            10,774,787   10,774,787

               (Loss) per share                                $      (.00)  $     (.00)

           From discontinued operations

               Net income from discontinued operations         $  (195,657)  $      526
                                                               -----------   ----------
               Weighted average number of common
                  shares outstanding                            10,774,787   10,774,787

               (Loss) per share                                $      (.02)  $      .00
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.

                                       12