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

                                    FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 1997

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from _____________ to _______________.

                       Commission File Number: 33-11986-LA

                             STEIN'S HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

           Nevada                                     88-022660
           ------                                     ---------
(State or other jurisdiction of                       (IRS Employer
 incorporation or organization)                       Identification Number)

             21800 Oxnard Street Suite 440, Woodland Hills CA 91367
             ------------------------------------------------------
               (Address of principal executive offices)(Zip Code)

Company's telephone number, including area code: (818) 598-6780

Securities registered pursuant to Section 12(b) of the Act:  None.

Name of each exchange on which registered: None.

Securities registered pursuant to Section 12(g) of the Act: None.

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

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

      The number of shares outstanding of the Company's $.001 Par Value Common
Stock, as of December 31, 1997 were 8,875,000. The


                                        1
<PAGE>

aggregate number of shares of the voting stock held by non- affiliates on March
22, 2000 was 303,727. The market value of these shares, computed by reference to
the market closing price on March 22, 2000 was $1,518,635. For the purposes of
the foregoing calculation only, all directors and executive officers of the
registrant have been deemed affiliates. The number of shares of the issuer's
common stock as of March 22, 2000 was 4,401,166.

                   DOCUMENTS INCORPORATED BY REFERENCE: None.


                                        2
<PAGE>

                                     PART I

ITEM 1. BUSINESS

A) General

      The Registrant (the "Company"), formerly known as "Vegas Ventures, Inc."
and "TeleMall Communications, Inc." was engaged in developing its business plan,
marketing analysis and extensive promotional, marketing and advertising efforts
in 1996, after its acquisition of TeleMall Network, Inc. The Registrant intended
to create and implement an inter-active home office business systems during the
later part of 1996 and early 1997. As a result, the Company put on hold its
planned Direct Response and As-Seen-On-TV kiosks. By late 1996, it became
apparent that the Company was not seeing any success in its proposed
inter-active home office business system. The Company had expended all its
capital in these failed ventures and was subsequently unable to raise any
additional capital to fund its operations. By February, 1997, the Company had
ceased operations and closed down its office, letting all of its employees go
since it could no longer afford to pay them. At that time, most of the officers
and directors of the Company resigned.

      For most of 1997 and all of 1998, the Company was an inactive/dormant
company. In early 1999, its Board of Directors entered into negotiations to
acquire Multi-Source Capital, Ltd. ("MSC"), a Colorado corporation. As a
condition to completing that acquisition, the Company's shareholders approved a
200-to-1 reverse stock split and changed the Company's name to "Stein's
Holdings, Inc." MSC was a company engaged in web design, through a wholly owned
subsidiary, 20/20 Web Design, Inc., import/export, business consulting and
related services. Also, MSC had entered into an agreement with College
Connection, Inc. dba Stein's Bakery, Inc. in Lewisville, Texas to acquire its
bakery operations. As part of that proposed acquisition, MSC had to raise
$1,200,000 to pay off certain liabilities of the bakery. MSC assigned that
contract to the Company as part of its acquisition. MSC also transferred assets,
consisting mostly of cash and securities, to the Company in exchange for the
issuance of 4,247,754 shares of the Company's stock to the MSC shareholders. As
part of this transaction, two of the former Board members resigned. The size of
the Board was increased to five and four new directors were appointed to the
Board.

B) Narrative Description of Business

During 1997, the Company had no operations and earned no revenues. Since its
acquisition of MSC, the Company has been attempting to raise the $1,200,000
necessary to complete its acquisition of the


                                        3
<PAGE>

bakery operation in Texas. To date, the Company has been unsuccessful and it is
doubtful that the Company will be able to consummate that transaction. At the
present time, the Company is investing the capital it does have to fund its
operations as it seeks a new business direction. Management will continue its
consideration of opportunities to establish a business for the Company.

      The Company owns 80% of 20/20 Web Design, Inc., a Nevada corporation
traded on the Electronic Bulletin Board under "TWEB".

Item 2. Properties.

      The Company presently shares office space with a related entity and its
attorney. The Company's portion of the rent is approximately $1,500 and the
lease expires in 2002. The Company anticipates that this space is sufficient for
the near future.

Item 3 Legal Proceedings.

None.

Item 4. Submission of Matters to a Vote of Security Holders

      On April 13, 1999, the Company held a special meeting of its shareholders
to approve the proposed name change to "Stein's Holdings, Inc." and to approve a
200-to-1 reverse stock split. A majority of the shareholders approved these
changes. Of the 21,375,105 shares of common stock issued and outstanding,
13,550,311 approved the name change and the reverse stock split.

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

      The Company's common stock has been traded on the OTC Electronic Bulletin
Board since Spring, 1996 under the symbol "TELM" and since April, 1999, under
the symbol "SNHS." The following table reflects the high and low quarterly bid
prices for 1996 through 1999. This information was provided to the Company by
the National Association of Securities Dealers, Inc. (the "NASD"). These
quotations reflect inter-dealer prices, without retail mark- up or mark-down or
commissions. These quotations may not necessarily reflect actual transactions.

--------------------------------------------------------------------------------
Period                            High Bid                         Low Bid
--------------------------------------------------------------------------------
2nd Qtr 1996                       5.25                            3
--------------------------------------------------------------------------------


                                        4
<PAGE>

--------------------------------------------------------------------------------
3rd Qtr 1996                       4.75                            1.25
--------------------------------------------------------------------------------
4th Qtr 1996                       3.00                             .0625
--------------------------------------------------------------------------------
1st Qtr 1997                        .3125                           .02
--------------------------------------------------------------------------------
2nd Qtr 1997                        .07                             .03
--------------------------------------------------------------------------------
3rd Qtr 1997                        .07                             .03125
--------------------------------------------------------------------------------
4th Qtr 1997                        .03125                          .03
--------------------------------------------------------------------------------
1st Qtr 1998                        .03                             .03
--------------------------------------------------------------------------------
2nd Qtr 1998                        .03                             .03
--------------------------------------------------------------------------------
3rd Qtr 1998                        .03                             .02
--------------------------------------------------------------------------------
4th Qtr 1998                        .02                             .015
--------------------------------------------------------------------------------
1st Qtr 1999                        .02                             .015
--------------------------------------------------------------------------------
2nd Qtr 1999                      10.125                           3.00
--------------------------------------------------------------------------------
3rd Qtr 1999                      11.00                            5.00
--------------------------------------------------------------------------------
4th Qtr 1999                      10.125                           6.00
--------------------------------------------------------------------------------

The stock quotations from the second quarter of 1999 forward are after the
Company's 200--for-1 reverse stock split.

      As of December 31, 1997, the Company had 8,875,000 shares of its common
stock issued and outstanding. At March 22, 2000, the Company had issued and
outstanding 4,401,666 common shares, of which 303,727 were held by
non-affiliates. At December 31, 1997, the Company had issued and outstanding
510,000 shares of its Redeemable Convertible Preferred Stock. In March, 1999,
the Redeemable Convertible, Preferred Stock was canceled since the Company had
not received the assets for which it had issued the Redeemable Convertible
Preferred Stock. The Redeemable Convertible Preferred Stock was never traded on
any exchange or trading medium and all the Redeemable Convertible Preferred
Shares were restricted shares.

      The Company's CUSIP number is 85847R108. The Company has authorized a
total of 50,000,000 shares of common stock, par value $.001. The Company has
authorized a total of 10,000,000 shares of preferred stock, par value $10.00 and
presently has no shares of preferred stock issued and outstanding. The Company
estimates


                                        5
<PAGE>

that it has in excess of 300 total shareholders as of March 22, 2000.

Item 6. Selected Financial Data.

                             YEARS ENDED DECEMBER 31

--------------------------------------------------------------------------------
                  1993         1994          1995           1996         1997
--------------------------------------------------------------------------------
Net Revenue             0            0             0       453,705             0
--------------------------------------------------------------------------------
Earnings                0   (1,011,466)   (1,011,466)     (281,412)            0
(Loss)
--------------------------------------------------------------------------------
Net Loss                0        (.077)        (.077)          nil           nil
per common
share
--------------------------------------------------------------------------------
Current         3,157,555    1,580,000     1,580,000     3,601,061     3,601,061
Assets
--------------------------------------------------------------------------------
Long term         466,635            0             0        41,000        41,000
obligations
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation.

      During 1997, the Company ad no operations and no revenues. It closed it
offices and laid off all employees in late 1996 and early 1997. The Company
intended to create and implement inter-active home office business systems
during the later part of 1996 and early 1997 but was unsuccessful. The Company
also put on hold its planned Direct Response and As-Seen-On-TV kiosks it had
previously been involved in developing. By late 1996, it became apparent that
the Company was not experiencing any success in its proposed inter- active home
office business systems. The Company had expended all its capital in these
failed ventures and was subsequently unable to raise any additional capital to
fund its operations. In 1997, most of the officers and directors of the Company
resigned.

      For the year ended December 31, 1997, the Company had no revenue compared
to revenues of $177,743 for the year ended December 31, 1996. The Company also
secured forgiveness of debt totaling $256,165 and another $19,797 of secured
indebtedness forgiven during the year ended December 31, 1996. For the year
ended December 31, 1997, the Company had no expenses. For the year ended
December 31, 1996, the Company incurred selling, general and administrative
expenses of $561,494. In addition, in 1996, the


                                        6
<PAGE>

Company's landlord repossessed certain assets of the Company in satisfaction of
past due rent owed by the Company to the landlord. These repossessed assets
totaled $173,623, resulting in total operating expenses of $735,117 for the year
ended December 31, 1996. The Company had a net loss for the year ended December
31, 1996 of ($281,412), compared to no gain or loss for the year ended December
31, 1997 when the Company experienced no operations and generated no revenue.

      In 1996, the Company acquired TeleMall Network, Inc. and its assets in
exchange for the issuance of 2,933,000 shares of the Company's common stock,
post split. At that time, the Company changed its name from "Vegas Ventures,
Inc." to "TeleMall Communications, Inc." The Company, as part of its acquisition
of TeleMall Networks, Inc., approved a ten-for-one reverse stock split and the
shares issued to TeleMall Network, Inc. were issued post- split. TeleMall
Networks, Inc. was incorporated in Nevada in 1994 and its main business activity
was merchandising products over television. During the year ended December 31,
1996, the Company also issued 5,086,005 shares of its common stock in exchange
for cash paid to the Company.

      During the year ended December 31, 1996, the Company also issued 510,000
shares of Redeemable Convertible Preferred Stock valued at $10 per share.
310,000 shares of the Redeemable Convertible Preferred Stock ("Preferred Stock")
was issued to Cable Print Network in exchange for inventory of Len Garon artwork
valued at $3,101,061. These Preferred Shares were subsequently canceled in March
1999 because the Company never received title nor possession of the artwork. An
additional 200,000 shares of Preferred Stock were issued to Aristocrat Endeavor
Fund in exchange for 100,000 shares of Aristocrat Endeavor Fund. The investment
was in the form of a mutual fund held in the British Virgin Islands. The Company
anticipated redeeming $500,000 worth of these shares after the redemption period
expired on August 1, 1996. Ultimately, the Company was never able to redeem
these shares and the Preferred Shares were also canceled in March, 1999 because
the Company never received title nor possession of the shares from the
Aristocrat Endeavor Fund.

      During the year ended December 31, 1996, the Company borrowed $41,000 from
Rex Morden, an officer and director of the Company. This debt was satisfied in
early 1999 through the issuance of shares of the Company's common stock to Mr.
Morden.

      For the year ended December 31, 1997, the Company remained in the
development stage.


                                        7
<PAGE>

Item 8. Financial Statements and Supplementary Data.

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

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

      There were no disagreements with accountants on accounting and financial
disclosure during the relevant period. The Company's former accountant passed
away in 1999 and the Company engaged a new auditor to conduct the 1996 through
1998 audits. Subsequent to new management being appointed in 1999, a new auditor
was engaged but not due to any disagreements concerning accounting or financial
disclosure.

Part III

Item 10. Directors and Executive Officers of the Registrant.

Identification of Directors and Executive Officers of the Company

The following table sets forth the names and ages of all directors and executive
officers of the Company and all persons nominated or chosen to become a
director, indicating all positions and offices with the Company held by each
such person and the period during which he has served as a director:

         The principal executive officers and directors of the Company are as
follows:

Name                      Position                     Term(s) of Office
----                      --------                     -----------------

Rex A. Morden             Director, CFO                August 1, 1998 to the
                                                       present

James Smith               Director                     April 1, 1999 to the
                                                       present

Irving M. Einhorn         Director                     April 1, 1999 to the
                                                       present

Christopher Burnell       Director, COO                April 1, 1999 to the
                                                       present

Shahram Khial             Director, President          March 1, 2000 to the
                                                       present

On or about February 4, 1997, the Registrant accepted the


                                        8
<PAGE>

resignations of Thomas Wells (Director, President and ChiefOperating Officer),
Kenneth Johanning (Director and Senior Vice President - Retail Stores) and
Robert Lawrence (Director). In March of 1997, Rick Sullivan, Director and CEO of
the Company, resigned. A new board of directors was appointed, comprised of Rex
A. Morden, Thomas Wells and Eric Savage. This Board served until April, 1999
when Messrs. Wells and Savage resigned and were replaced by Randy Sutton, Irving
Einhorn, James Smith and Christopher Burnell as part of the acquisition of
Multi-Source Capital, Ltd. Mr. Sutton was appointed CEO, Mr. Morden was
appointed CFO and Mr. Burnell was appointed COO. In February, 2000, Mr. Sutton
resigned and was replaced by Shahram Khial, Ph.D. as Director and President.

Family Relationships. There are no family relationships between any of the
officers and directors.

Business Experience. The following is a brief account of the business experience
during at the least the last five years of the directors and executive officers,
indicating their principal occupations and employment during that period, and
the names and principal businesses of the organizations in which such
occupations and employment were carried out.

IRVING EINHORN, ESQ.: Mr. Einhorn has been a practicing attorney for the past 26
years and he is an expert in the field of securities. Mr. Einhorn's expertise in
securities began upon graduation from law school in 1971 when he joined the
Securities and Exchange Commission's Chicago Regional office as a staff
attorney. He was promoted to the position of Branch Chief in charge of the
Enforcement in 1974 and in 1975 to the position of Senior Trial Counsel where he
was responsible for all litigation conducted by that office. In 1980, Mr.
Einhorn transferred to the Commission's headquarters in Washington, D.C. where
for the next four years he was Assistant Chief Trial Attorney with the Division
of Enforcement's Trial Unit. In this position, Mr. Einhorn was responsible for
prosecuting the Commission's most sensitive and complex cases. In March, 1984,
he was appointed to the position of Regional Administrator of the Securities and
Exchange Commission's Los Angeles office. In this position, Mr. Einhorn
supervised a staff of over 100 persons engaged in performing the Commission's
enforcement and regulatory responsibilities in the states of Arizona, Nevada,
Hawaii and California.

In May, 1989, Mr. Einhorn resigned from the SEC and joined Pacific Brokerage
Services, Inc., a member of the New York Stock Exchange, as Executive Vice
President and General Counsel. While there, he participated in management of all
aspects of the firm's operations


                                        9
<PAGE>

on the New York Stock Exchange. As legal counsel, he directed and conducted all
firm arbitration proceedings and exercised oversight of the firm's compliance
department. In October 1990, Mr. Einhorn entered the private practice of law,
limiting his practice to securities litigation and the representation of
individuals before the SEC. He has also served as an expert witness in a number
of securities cases.

Mr. Einhorn is also an officer and director of 20/20 Web Design, Inc., a company
in which the Registrant is majority shareholder, traded on the OTC Electronic
Bulletin Board under the symbol "TWEB" and a director of National Healthcare
Technology, Inc., traded on the OTC Bulletin Board under the symbol "NHKT."

In 1968, Mr. Einhorn received a Bachelor of Arts degree from Temple University.
Mr. Einhorn then obtained his Juris Doctorate from Valparaiso University School
of Law in 1971. Mr. Einhorn has received further education by way of the
National Institute for Trial Advocacy, whereby he obtained education in the art
of Trial Advocacy and Advanced Trial Advocacy Skills in 1977 and 1982,
respectively.

JAMES H. SMITH: Mr. Smith has over 30 years of experience in automotive,
electronic component manufacturing and distribution, and pharmaceutical
wholesaling. Currently, Mr. Smith is chief operations officer of Decision
Dynamix Corporation. Prior to that, Mr. Smith served as the president for
McKesson Drug Company, which is an $11 billion wholesaler of pharmaceutical and
generic products, home health care, and health and beauty care products. Prior
to McKesson, Mr. Smith served as the president for the world's largest
electronic component distributor, Hamilton Hallmark, which is a division of
Avnet, Inc. Mr. Smith led the consolidation of Hamilton/Avnet with its third
largest competitor, Hallmark Electronics. Mr. Smith also served as corporate
senior vice president of Avnet, Inc.

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

Mr. Smith is also a director of 20/20 Web Design, Inc., a company in which the
Registrant is majority shareholder, traded on the OTC Bulletin Board under the
symbol "TWEB" as well as being an officer


                                       10
<PAGE>

and director of National Healthcare Technology, Inc., traded on the OTC Bulletin
Board under the symbol "NHKT."

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

SHAHRAM KHIAL, Ph.D. Dr. Khial was appointed President of the Company on March
1, 2000. From October 1996 to the present, Dr. Khial was employed by IPA
Preferred of California as vice president of Business Development and Special
Corporate Projects. Prior to that, Dr. Khial occupied the same position at
Thrifty Management Services, Inc. From 1990 through April, 1996, Dr. Khial was
vice president at HealthCare Management Resources, Inc. in Santa Ana,
California. Dr. Khial has extensive experience in management and marketing. Dr.
Khial also serves as CEO pf Pars Cultural Foundation, Inc., a non-profit
organization promoting Persian culture, art, music and history.

Dr. Khial is also a director and president of 20/20 Web Design, Inc., a company
in which the Registrant is the majority shareholder, traded on the OTC Bulletin
Board under the symbol "TWEB."

Dr. Khial received his doctorate in Educational Administration with an Emphasis
on Program Development, Evaluation, Supervision and Human Resources Management
in 1984 from the University of Utah. Dr. Khial was a candidate for a Masters in
Public Administration at the University of Tehran from 1977 to 1978. Dr. Khial
received his Bachelor of Arts degree in Law and Political Science from the
University of Tehran.

CHRISTOPHER BURNELL. Mr. Burnell joined the Company as a director in April,
1999. Mr. Burnell is presently COO of 20/20 Web Design, Inc., a company in which
the Registrant is the majority shareholder and which trades on the OTC
Electronic Bulletin Board under the symbol "TWEB." Mr. Burnell presently is
co-owner of a Play It Again Sports store in Escondido, California. Mr. Burnell
previously held Series 7, 63 and 24 licenses from the National Association of
Securities Dealers, Inc. ("NASD") and worked for several NASD member firms.

Mr. Burnell attended Southwestern College and Grossmont College.

REX A. MORDEN. Mr. Morden was a registered representative for Marshall Davis,
Inc., a NASD member firm from 1986 to 1987. From 1987 to 1990, Mr. Morden was a
registered representative for Richfield Securities, a NASD member firm. From
1990 to August, 1992, Mr. Morden was a registered representative for Private


                                       11
<PAGE>

Investor Cartel, Ltd., also a NASD member firm. Mr. Morden currently offers
consulting and broker relation services to publicly owned companies. Mr. Morden
presently holds Series 7 and 63 securities licenses.

Identification of Certain Significant Employees. The Company does not employ any
persons who make or are expected to make significant contributions to the
business of the Company.

Item 11. Executive Compensation.

      During fiscal 1997, and as of the date of the filing of this report, the
following officers were paid the compensation as noted below:

Name                         Position           Annual Compensation        Year
----                         --------           -------------------        ----

Rick Sullivan                CEO                                           1996
Rex A. Morden                CFO                $     0                    1998
Rex A. Morden                CFO                $     0                    1999
Christopher Burnell          COO                $48,000                    1999
Christopher Burnell          COO                $48,000                    2000
Shahram Khial                President          $48,000                    2000

Mr. Burnell resigned in February, 2000 to open his own sporting goods store and
will not receive his entire salary for 2000.

Compensation Pursuant to Plans. Other than disclosed above, the Company has no
plan pursuant to which cash or non-cash compensation was paid or distributed
during the last fiscal year, or is proposed to be paid or distributed in the
future, to the individuals and group described in this item.

Compensation of Directors. Directors of the Company are entitled to reasonable
reimbursement for their travel expenses in attending meetings of the Board of
Directors.

Termination of Employment and Change of Control Arrangement. Except as noted
herein, the Company has no compensatory plan or arrangements, including payments
to be received from the Company, with respect to any individual names above from
the latest or next preceding fiscal year, if such plan or arrangement results or
will result from the resignation, retirement or any other termination of such
individual's employment with the Company, or from a change in control of the
Company or a change in the individual's responsibilities following a change in
control.


                                       12
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance. During the year ended
December 31, 1997, there were no officers, directors of the Company and thus, no
reports under Section 16(a) were filed.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

      There were 8,875,501 shares of the Company's common stock issued and
outstanding on December 31, 1997. The number of shares of the issuer's common
stock as of March 22, 2000 was 4,401,166. As of December 31, 1997, there were
510,000 shares of Redeemable Convertible Preferred Stock issued and outstanding
and no Redeemable Convertible Preferred Stock issued and outstanding at March
22, 2000. The following tabulates holdings of shares of the Company by each
person who, subject to the above, at the date of this Report, holds or record or
is known by Management to own beneficially more than five percent (5%) of the
Common Shares of the Company and, in addition, by all directors and officers of
the Company individually and as a group.

                                      Amount
Name and Address of                   of Common Shares
Beneficial Owner                      Currently Owned                Percent
----------------                      ---------------                -------

Rex Morden (1)                            219,575                       4.99
21800 Oxnard Street #440
Woodland Hills CA 91367

Irving M. Einhorn (1)                     167,000                       3.79
21800 Oxnard Street #440
Woodland Hills CA 91367

Christopher Burnell (1)                   167,000                       3.79
21800 Oxnard Street #440
Woodland Hills CA 91367

James Smith (1)                           168,898                       3.84
21800 Oxnard Street #440
Woodland Hills CA 91367

Shahram Khial (1)                           2,505                       0.01
21800 Oxnard Street #440
Woodland Hills CA 91367

Tisa Capital Corp.                      3,374,966                      76.68
21800 Oxnard Street #440
Woodland Hills CA 91367

All directors and officers


                                       13
<PAGE>

as a group (5)                            724,978                      16.47

--------------
(1) Denotes officer and/or director.

Changes in Control. There are no arrangements known to the Company, including
any pledge by any person of securities of the Company, the operation of which
may at a subsequent date result in a change of control of the Company.

Item 13. Certain Relationships and Related Transactions.

      The Company shares office space with its attorney and with a related
entity. It provides office space to its subsidiary, 20/20 Web Design, Inc., of
which it owns 80%, at no charge. The Company's portion of the rent is
approximately $1,500 per month and the lease runs through November, 2002.

      In May, 1999, the Company issued 4,000 (post-split) shares of its common
stock to its former landlord to satisfy claims that the former landlord had
asserted against the Company for unpaid rent and other charges. In March, 1999,
the Company issued 12,500 (post-split) shares of its common stock to its former
attorney as compensation for past services. Also in March, 1999, the Company
also issued 50,000 (post-split) shares of its common stock to Rex Morden, CFO
and director, in cancellation of $41,000 in promissory notes due to him from the
Company and as cancellation of certain other debts and obligations the Company
owed him.

      In April, 1999, the Company acquired a private company, Multi- Source
Capital Ltd. ("MSC"), a Colorado corporation, by issuing 4,247,754 (post-split)
shares of its common stock to MSC's shareholders in exchange for the transfer of
assets worth approximately $530,000. As part of this transaction, the two of the
Company's former officers and directors resigned and a new slate of officers and
directors were elected and appointed. As part of this acquisition, the
shareholders of the Company approved a 200-for-1 stock split and the name of the
Company was changed to Stein's Holdings, Inc. At this time, the Company assumed
an agreement previously entered into by MSC to acquire College Connection, Inc.
d.b.a. Stein's Bakery, a wholesale and retail bakery operation located in
Dallas, Texas. The proposed acquisition of Stein's Bakery requires the Company
to raise approximately $1,200,000 to pay off certain indebtedness of Stein's
Bakery as well as the issuance of 1,000,000 shares of the Company's common stock
to the sole shareholder of Stein's Bakery. As of the date of this report, the
proposed acquisition of Stein's Bakery has not occurred and the Company has been
unable to raise the $1,200,000 needed to consummate this transaction. It is
unlikely


                                       14
<PAGE>

that the Company will be able to complete this transaction. The president of
Stein's Bakery is Randy Sutton, former CEO and director of the Company.

      As a consequence of its acquisition of MSC, the Company became the
majority shareholder of another publicly traded company, 20/20 Web Design, Inc.
("20/20 Web"), a Nevada corporation formerly known as Trump Oil Corporation.
20/20 Web merged with MSC's wholly owned subsidiary and MSC received eighty
percent of the issued and outstanding shares of 20/20 Web as a result of that
merger.

      As part of its efforts to acquire Stein's Bakery, the Company lent $37,500
to Stein's Bakery. In addition, the Company guaranteed an obligation of Stein's
Bakery in the principal amount of $25,000. If Stein's Bakery does not pay this
debt, the Company will remain obligated to pay this debt. The Company is
presently negotiating the repayment of the $37,500 debt by Stein's Bakery. In
addition, 20/20 Web Design, Inc. lent $195,000 to Stein's Cake Box, Inc., a
related entity of Stein's Bakery, and 20/20 Web Design, Inc. is presently
negotiating the repayment of that debt.

Part IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

      (A)   Financial Statements and Schedules

      The following financial statements and schedules are filed as part of this
      report:

      Report of Accountants
      Balance Sheet
      Statement of Stockholders' Equity
      Statement of Operations
      Statement of Cash Flows
      Notes to Financial Statements

      (B)   List of Exhibits

      The following exhibits are filed with this report.

      Financial Statements.
      Financial Data Schedule

      (C)   Reports filed on Form 8-K.

      There were no Reports filed on Form 8-K during the fourth quarter of the
Company's fiscal year ended December 31, 1997.


                                       15
<PAGE>

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


March 31, 2000                            STEIN'S HOLDINGS, INC.


                                          /s/ Shahram Khial, Ph.D.
                                          ----------------------------------
                                          Shahram Khial, President, Director


                                          /s/ Rex A. Morden
                                          ----------------------------------
                                          Rex A. Morden, CFO, Director


                                          /s/ Christopher Burnell
                                          ----------------------------------
                                          Christopher Burnell, COO, Director


                                       16
<PAGE>

                          TELEMALL COMMUNICATIONS, INC.
                         (FORMERLY VEGAS VENTURES, INC.)
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 1997
<PAGE>

                          TELEMALL COMMUNICATIONS, INC.
                         (formerly Vegas Ventures, Inc.)
                          (a development stage company)

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 1997

Accountant's Report

Financial Statements

     Balance Sheet - Assets ................................................   1

         Balance Sheet - Liabilities and
         Stockholders' Equity ..............................................   2

         Statement of Operations ...........................................   3

         Statement of Stockholders' Equity .................................   4

         Statement of Cash Flows ...........................................   8

Notes to the Financial Statements ..........................................   9
<PAGE>

                               Henry Schiffer, CPA
                           A Professional Corporation
                       315 South Beverly Drive, Suite 302
                             Beverly Hills, CA 90212
                      Phone: 310.286.6830 Fax: 310.286.6840

                               ACCOUNTANT'S REPORT

To the Board of Directors and Stockholders
of TeleMall Communications, Inc.

I have audited the accompanying balance sheet of TeleMall Communications, Inc.,
(formerly Vegas Ventures, Inc.), a development stage company as of December 31,
1997 and 1996, and the related statements of operations, stockholders' equity,
and cash flows for the year then ended. 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 audit in accordance with generally accepted auditing standards.
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 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 TeleMall Communications, Inc. at
the date listed above, and the results of its operations, stockholders' equity
and cash flows for the years then ended, in conformity with generally accepted
accounting principles.


Henry Schiffer, C.P.A.
Beverly Hills, California
October 4, 1999
<PAGE>

                          TELEMALL COMMUNICATIONS, INC.
                         (formerly Vegas Ventures, Inc.)
                          (a development stage company)

                                 BALANCE SHEET

                                     ASSETS

Current Assets                     December 31, 1997          December 31, 1996
--------------                     -----------------          -----------------

Aristocrat Mutual Fund (Note 8)            500,000                     500,000
Inventory (Notes 1 and 7)                3,101,061                   3,101,061
      0

Total Current Assets                     3,601,061                   3,601,061
                                        ----------                   ---------
Investment in Stock (Note 5)                     0                           0
                                        ----------                   ---------

Other Assets

Aristocrat Mutual Fund (Note 8)          1,500,000                   1,500,000


Total Assets                             5,101,061                   5,101,061
                                        ----------                   ---------


                                       F-1

                     The accompanying notes are an integral
                       part of these financial statements.
<PAGE>

                          TELEMALL COMMUNICATIONS, INC.
                         (formerly Vegas Ventures, Inc.)
                          (a development stage company)

                                  BALANCE SHEET

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities                     December 31, 1997     December 31,1996
-------------------                     ------------------    ----------------

Accounts Payable                                290,687              290,687
Notes Payable (Note 9)                           41,000               41,000


Total Current Liabilities                       331,687              331,687
                                             ----------           ----------

Stockholders' Equity

Common stock - 50,000,000 shares authorized
at $.001 per share par value; issued
and outstanding 8,875,105 shares at
December 31, 1997 and December 31, 1996           8,875                8,875
Convertible preferred stock: 10,000,000
Shares authorized at $10.00 stated
value per share, issued and
outstanding 510,000 shares at
December 31, 1997 and 1996                    5,100,000            5,100,000
Paid in capital (Note 2)                      1,167,885            1,167,885
Deficit accumulated during the
Development stage                            (1,507,386)          (1,507,386)
                                             ----------           ----------
Total Stockholders' Equity (Deficit)          4,769,374            4,769,374
                                             ----------           ----------

Total Liabilities and
Stockholders' Equity                          5,101,061            5,101,061
                                             ----------           ----------


                                       F-2

                     The accompanying notes are an integral
                       part of these financial statements.
<PAGE>

                          TELEMALL COMMUNICATIONS, INC.
                         (formerly Vegas Ventures, Inc.)
                          (a development stage company)

                                INCOME STATEMENT

                                                   December 31,    December 31,
                                                       1997            1996
                                                     --------       --------

Revenues                                                    0        177,743
Forgiveness of indebtedness                                 0        256,165
Forgiveness of secured indebtedness                         0         19,797

                                                     --------       --------

Total Income                                                0        453,705

Expenses

Selling, general and
Administrative expenses                                     0        561,494
Repossession of various assets
by landlord for past due rent                               0        173,623
                                                     --------       --------

Total Expenses                                              0        735,117

                                                     --------       --------

Net (Loss) for the period                                   0       (281,412)
                                                     --------       --------

Net (Loss) per share                                 $   0.00       $  (0.04)
                                                     ========       ========


                                       F-3

                     The accompanying notes are an integral
                       part of these financial statements.
<PAGE>

                          TELEMALL COMMUNICATIONS, INC.
                         (formerly Vegas Ventures, Inc.)
                          (a development stage company)

                        STATEMENT OF STOCKHOLDERS' EQUITY
                         INCEPTION TO DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                                                  Deficit
                                                                Accumulated
                            Common Stock                        During the       Total
                        --------------------        Paid in     Development   Stockholders'
                        Issued        Amount        Capital        Stage      Equity(Deficit)
                        ------        ------        -------     -----------    ---------------
<S>                      <C>               <C>        <C>             <C>           <C>
Shares of common
stock issued
in November 1986
in exchange for
cash ($.08 per
share):
Officers and
directors                75,000            75         5,925             --          6,000
Related
parties                   5,000             5           395             --            400
Net loss for
period                       --            --            --           (163)          (163)
                       --------      --------      --------       --------       --------
Balance at
December 31,
1986                     80,000            80         6,320           (163)         6,237
Shares of common
Stock issued in
public stock
offering at $1.00
per share in
September 1987
(net of offering
costs of
$66,512)                201,000           201       134,287             --        134,488
Shares of common
Stock issued in
October 1987
for services in
connection with
public stock
offering                750,000           750          (750)            --             --
Net Loss for
the year                     --            --            --         (3,128)        (3,128)
                       --------      --------      --------       --------       --------
</TABLE>


                                       F-4

                     The accompanying notes are an integral
                       part of these financial statements.
<PAGE>

<TABLE>
<S>                <C>                <C>          <C>            <C>            <C>
Balance at
December 31,
1987               1,031,000          1,031        139,857          (3,291)        137,597
Net Loss for
the year                  --             --             --        (137,557)       (137,557)
                   ---------      ---------      ---------       ---------       ---------
Balance at
December 31,
1988               1,031,000          1,031        139,857        (140,848)             40
Shares of
common stock
issued in
April 1989
for cash $.22
per share)            45,000             45          9,955              --          10,000
Shares of
common stock
issued in
July 1989 for
services             760,000            760           (760)             --              --
Net Loss for
the year                  --             --             --          (9,745)         (9,745)
                   ---------      ---------      ---------       ---------       ---------
Balance at
December 31,
1989               1,836,000          1,836        149,052        (150,596)            292
Shares of
common stock
issued in
January 1990
for services       3,155,000          3,155         (3,155)             --              --
Net Loss for
the year                  --             --             --            (500)           (500)
                   ---------      ---------      ---------       ---------       ---------
Balance at
December 31,
1990               4,991,000          4,991        145,897        (151,096)           (208)
Net Loss for
the year                  --             --             --          (4,363)         (4,363)
                   ---------      ---------      ---------       ---------       ---------
</TABLE>


                                       F-5

                     The accompanying notes are an integral
                       part of these financial statements.
<PAGE>

<TABLE>
<S>                    <C>                <C>          <C>             <C>              <C>
Balance at
December 31,
1991                   4,991,000           4,991         145,897         (155,459)          (4,571)
Shares of common
Stock issued in
August 1992 to
Related parties
For consulting
Services ($.01
Per share)             1,470,000           1,470          18,830               --           20,000
Shares of common
Stock issued in
August 1992
in exchange
for unimproved
real estate
($.41 per
share)                 6,400,000           6,400       2,627,395               --        2,633,795
Net Loss for
the year                      --              --              --          (59,049)         (59,049)
                      ----------      ----------      ----------       ----------       ----------
Balance at
December 31,
1992                  12,861,000          12,861       2,791,822         (214,508)       2,590,175
                      ----------      ----------      ----------       ----------       ----------
Shares of
common stock
issued March
30, 1993 in
exchange for
services                 250,000             250            (250)              --               --
Net loss for
the year                      --              --              --                0                0
                      ----------      ----------      ----------       ----------       ----------
Balance at
December 31,
1993                  13,111,000          13,111       2,791,572         (214,508)       2,590,175
Net (loss)
for the year                  --              --              --       (1,011,466)      (1,011,466)
                      ----------      ----------      ----------       ----------       ----------
Balance at
December 31,
1994                  13,111,000          13,111       2,791,572       (1,225,974)       1,578,709
</TABLE>


                                       F-6

                     The accompanying notes are an integral
                       part of these financial statements.
<PAGE>

<TABLE>
<S>                     <C>                 <C>          <C>             <C>               <C>
Shares of common
Stock issued
October 1,
1995 in exchange
for services             1,850,000           1,850          (1,850)              --               --
Net Loss for
the year                        --              --              --                0                0
                        ----------      ----------      ----------       ----------       ----------
Balance at
December 31,
1995                    14,961,000          14,961       2,789,722       (1,225,974)       1,578,709
Balance at
December 31,
1995                    14,961,000          14,961       2,789,922       (1,225,974)       1,578,709
</TABLE>


                                       F-7

                     The accompanying notes are an integral
                       part of these financial statements.
<PAGE>

<TABLE>
<S>                     <C>                  <C>            <C>           <C>             <C>            <C>              <C>
Return of
Company shares
In exchange for
Investment shares
distributed to
shareholders           (6,400,000)          (6,400)                                      (1,573,600)             --      (1,580,000)
                       ----------       ----------                                       ----------      ----------      ----------
                        8,561,000            8,561                                        1,216,122      (1,225,974)         (1,291)

Reverse 10
for 1 split            (7,704,900)          (7,705)                                           7,705              --              --
                       ----------       ----------                                       ----------      ----------      ----------
                          856,100              856                                        1,223,827      (1,225,974)         (1,291)
Issuance of
common stock
for
acquisition
of TeleMall
Network,
Inc.                    2,933,000            2,933                                          (55,942)             --         (53,009)
Issuance of
Common Stock
For cash                5,086,005            5,086                                               --              --           5,086
Preferred
stock issued
by TeleMall
Network,
Inc.                                                        510,000       5,100,000                                       5,100,000
Net Loss
for the year                                                                                               (281,412)       (281,412)
                       ----------       ----------       ----------      ----------      ----------      ----------      ----------
Balance,
Dec. 31,
1996                    8,875,105            8,875          510,000       5,100,000       1,167,885      (1,507,386)      4,769,374
Net profit to
Dec 31, 1997                   --               --               --              --              --              --              --
                       ----------       ----------       ----------      ----------      ----------      ----------      ----------
Balance,
Dec 31,
1997                    8,875,105            8,875          510,000       5,100,000       1,167,885      (1,507,386)      4,769,374
</TABLE>


                                       F-8

                     The accompanying notes are an integral
                       part of these financial statements.
<PAGE>

                          TELEMALL COMMUNICATIONS, INC.
                         (formerly Vegas Ventures, Inc.)
                          (a development stage company)

                            STATEMENTS OF CASH FLOWS

                                                               Year Ended
                                                              December 31,
                                                     ---------------------------
                                                        1997            1996
                                                        ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss)                                                    0        (281,412)
Adjustments to reconcile net (loss) to
net cash (used) by operating activities
     (Increase) in inventory                                  0      (3,101,061)
    (Increase) in accounts payable                            0         289,396
     (Increase) in distribution costs                         0         (79,440)
                                                     ----------      ----------


NET CASH (USED) BY OPERATING ACTIVITIES                       0      (3,093,077)
                                                     ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES

         Decrease in investment in stock                      0       1,580,000
         (Increase) in mutual fund                            0      (2,000,000)
                                                     ----------      ----------

NET CASH (USED) IN INVESTING ACTIVITIES                       0        (420,000)
                                                     ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES
       Increase (decrease) in notes payable                   0          41,000
         Issuance of common stock for cash                    0           5,086
         Surrender of common shares for
         investment stock                                     0      (1,580,000)
         Increase in preferred stock                          0       5,100,000
         Issuance of common stock for acquisition
         of TeleMall Network, Inc.                            0         (53,009)
                                                     ----------      ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES                     0       3,513,077
                                                     ----------      ----------

NET INCREASE (DECREASE) IN CASH                               0               0

CASH BALANCE, BEGINNING OF PERIOD                             0               0
                                                     ----------      ----------
CASH BALANCE, END OF PERIOD                                   0               0
                                                     ----------      ----------


                                       F-9

                     The accompanying notes are an integral
                       part of these financial statements.
<PAGE>

                          TELEMALL COMMUNICATIONS, INC.
                       (formerly Las Vegas Ventures, Inc.)
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

Note 1 Summary of Significant Accounting Policies:

      This summary of significant accounting policies of TELEMALL
      COMMUNICATIONS, INC. (the "Company") (formerly Vegas Ventures, Inc.) (a
      development stage company), is presented to assist in understanding the
      Company's financial statements. The financial statements and notes are
      representations of the Company's management, which is responsible for
      their integrity and objectivity. These accounting policies conform to
      generally accepted accounting principles and have been consistently
      applied in the preparation of the financial statements.

      (a)   Organization and Business Nature:

            The Company was incorporated in the State of Nevada on November 3,
            1996 as Ed-Phills, Inc. Since inception, the Company has been
            engaged in organizational activities. The Corporation changed its
            name from Ed-Phills, Inc. on August 24, 1992 to Vegas Ventures, Inc.
            Vegas Ventures, Inc. changed its name to TeleMall Communications,
            Inc., effective June 4, 1996.

      (b)   Inventory:

            Inventory is stated at the lower of cost or market and includes
            $3,100,000 of artwork, stored in a warehouse in Jenkintown,
            Pennsylvania (see note 7).

      (c)   Fiscal Year:

            The Company operates on a calendar year basis.

      (d)   Basis of Operation:

            The Company prepares its financial statements and federal income
            taxes on the accrual basis of accounting.

Note 2 Acquisitions:

      Effective June 4, 1996 the Company exchanged 2,933,000 shares of its
      common stock for all the outstanding common shares of TeleMall Network
      Incorporated ("TNI"). TNI was incorporated in Nevada on May 12, 1994 and
      its main business activity is merchandising products over television.


                                      F-10
<PAGE>

                          TELEMALL COMMUNICATIONS, INC.
                         (formerly Vegas Ventures, Inc.)
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1997
                                   (continued)

Note 3 Options, Warrants and Preferred Stock Conversion Features:

      There are no options or warrants outstanding against the common stock of
      the Company. The convertible preferred stock provides for the exchange of
      one share of preferred stock for two shares of common stock of TeleMall
      Communications, Inc. at the option of the shareholders. The conversion
      option provides for redemption release stages over time with no expiration
      date as to the conversion option.

Note 4 Divided Policy:

      The Company has not yet adopted a policy regarding dividends.

Note 5 Investment in Stock:

      On March 31, 1992, the Company entered into an agreement to acquire a 5/6
      interest in three parcels of unimproved real property located in the Las
      Vegas, Nevada metropolitan area in exchange for 6,400,000 shares of the
      Company's common stock. The three parcels were appraised at $3,157,555 for
      the 5/6 interest and were subject to two loans totaling $466,635 plus
      accrued interest of $35,541, and unpaid property taxes of $9,862.

      On August 16, 1993 the Company filed for relief for Chapter XI Federal
      Bankruptcy, the United States Bankruptcy Court, District of Nevada, case
      number BK-S- 93-21874-LBR.

      Effective January 4, 1994 the Company was successful in providing a plan
      of reorganization which primarily provided for the sale of the 5/6
      interest in the three parcels of unimproved real estate for 395,000 shares
      of preferred voting stock of C.E.C., a public company. The buyer of the
      vacant parcels also assumed the debt associated with the unimproved
      parcels.

      The Company was subsequently successful in obtaining a dismissal from the
      Chapter XI proceedings.

      In May 1996 the 395,000 shares of C.E.C. stock held by the Company was
      exchanged for the 6,400,000 shares originally issued for the vacant
      parcels. The Company then cancelled all of the 6,400,000 shares.


                                      F-11
<PAGE>

                          TELEMALL COMMUNICATIONS, INC.
                         (formerly Vegas Ventures, Inc.)
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997
                                   (continued)

Note 6 Common Stock:

      On August 24, 1992, the Company approved a 10 to 1 reverse stock split.
      All references in the Financial Statements to shares of common stock and
      per share data reflect the August 24, 1992 changes.

      In May, 1996 the Company approved a 10 to 1 reverse split and the
      corresponding effect is reflected in the current period in order to relate
      to the stock activity for the pre and post acquisition transaction.

Note 7 Artwork:

      Inventory of Len Garon Artwork was acquired from Cable Print Network
      Marketing in exchange for 310,000 shares of TeleMall Network, Inc.
      Redeemable Convertible Preferred Stock valued @ $10/share

      Total valuation                       $3,101,061

      In the event the preferred shares or their equivalent in common shares do
      not have a market price of at least $3,100,000 within two years, the
      Company, at its option, shall return the artwork or issue additional
      shares to compensate for the deficiency.

Note 8 Securities:

      Investment in Aristocrat Endeavor Fund consists of 100,000 shares at
      $20/share which was exchanged for 200,000 shares of TeleMall Network, Inc.
      Convertible Preferred Stock valued @ $10/share.

      The investment is in the form of a Mutual Fund held in the British Virgin
      Islands. The Company's may redeem up to $500,000 of shares after the
      redemption period which is anytime after August 1, 1996. The redemption
      fee is five percent (5%) of the amount redeemed and the fee decreases each
      year thereafter.

Note 9 Notes Payable:

Officer and director - demand note           $16,000
Officer and director - demand note            25,000
                                              ------

     Total Notes Payable                     $41,000
                                             =======


                                      F-12
<PAGE>

                          TELEMALL COMMUNICATIONS, INC.
                         (formerly Vegas Ventures, Inc.)
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997
                                   (continued)

Note 10 Income Taxes:

      At December 31, 1997, the Company has federal operating loss carryforward
      of $1,507,386 for financial accounting and federal income tax purposes.
      Utilization of the net operating loss in any taxable year during the
      carryforward period may be subject to an annual limitation due to the
      ownership change limitations imposed by the tax law.

      The net operating losses will expire at various dates commencing in the
      year 2006 through 2011.

      The deferred tax asset consists of the future benefit of net operating
      loss carryforwards. A valuation allowance limits the recognition of the
      benefit of deferred tax assets until realization is reasonably assured by
      future profitability.

      The following is a summary of deferred taxes:

      Deferred asset           417,145
      Valuation allowance     (417,145)
                             ----------

           Total                     0
                              ========


                                      F-13

                     The accompanying notes are an integral
                       part of these financial statements.