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

                                   FORM 10-KSB

(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, 2001

|_|   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
                                               -----------

                              CROWN PARTNERS, INC.
             (Exact name of Registrant as specified in its charter)

               Nevada                                           91-2008803
               ------                                           ----------
(State or other jurisdiction of                           (IRS Employer
 incorporation or organization)                           Identification Number)

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

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

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

Name of each exchange on which registered: None.

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

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

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. |_|

The number of shares outstanding of the Company's $.001 Par Value Common Stock,
as of December 31, 2001 were 7,068,714. The aggregate number of shares of the
voting stock held by non-affiliates on April 12, 2002 was 690,302. The market
value of these shares, computed by reference to the market closing price on
April 12, 2002 was $448,696. 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

Crown Partners, Inc. (the "Company"), formerly known as "Stein's Holdings, Inc."
has been involved in several different businesses. 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.
("Bakery") in Lewisville, Texas to acquire its bakery operations. 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.

The Bakery filed for protection under the US Bankruptcy Code in 2000 and certain
monies that the Company and the Company's subsidiary, 20/20 Web Design, Inc.,
advanced to the Bakery were written off due to the bankruptcy.

B)    Narrative Description of Business

At the present time, the Company is utilizing its limited capital to fund its
operations as it seeks business opportunities. In November, 2001, the Company
acquired Sanitec(TM) Services of Hawaii, Inc. ("SSH"), a privately held Hawaiian
corporation, developed to engage in medical waste collection and treatment in
Honolulu, Hawaii. The Company issued 1,333,334 shares of its common stock to the
shareholder of SSH and SSH became a wholly owned subsidiary of the Company. The
Company borrowed in excess of $30,000 to pay past obligations of SSH during the
year ended December 31, 2001. The Company anticipates either borrowing money or
raising capital during fiscal 2002 to fund SSH's operations.

The Company has two subsidiaries of which it is the majority shareholder: 20/20
Web Design, Inc. ("20/20 Web") and Universal Services & Acquisitions, Inc.
("USV"), which it acquired in October, 2000.

The Company owns 80% of 20/20 Web Design, Inc. ("20/20 Web"), a Nevada
corporation traded on the Electronic Bulletin Board under "TWBD." 20/20 Web
established a subsidiary, Stein's Cake Box ("Cake Box"), a Nevada corporation,
to engage in business with certain retail convenience stores in Texas through
leasing production facilities through the Bakery. 20/20 Web lent $195,000 to
Cake Box to fund its acquisition of these contracts from the Bakery. Since the
transaction was not consummated, the money was to be repaid to 20/20 Web.
However, given the bankruptcy of the Bakery, it is unlikely that 20/20 Web will
ever be repaid anything.

In February, 2001, 20/20 Web entered into a letter of intent to acquire
BentleyTel.com, Inc. ("BentleyTel"), a Nevada corporation. This transaction was
not completed and the Company is seeking merger candidates for 20/20 Web.

The Company owns 90% of the issued and outstanding shares of Universal Services
& Acquisitions, Inc., a Colorado corporation. USV is a dormant shell company.
The Company, in exchange for agreeing to pay all the costs required to make USV


                                       2
<PAGE>

a reporting company, which required the Company to pay all the legal and
accounting expenses necessary to bring USV current, received 90% of the issued
and outstanding shares of USV. The Company has been bringing USV current in its
reporting obligations and anticipates locating a suitable merger candidate for
USV in the future. USV entered into an agreement in September, 2001 with
Universal Medical Alliance ("UMA"), a Nevada corporation, wherein the two
companies were to merge and USV changed its name to Universal Medical Alliance
Corp. The shareholder of UMA paid $60,000 of the fee of $400,000 owed to the
Company but that shareholder has requested the return of the $60,000 and
cancellation of the merger agreement and has filed suit against the Company.

In June, 2001, the Company borrowed $93,750 which loan was secured by shares of
20/20 Web stock. The Company was unable to pay the loan back and the shares were
transferred to the lender. The lender has filed suit against the Company seeking
repayment of amounts its alleges are still due it.

As of December 31, 2001, the Company had no employees. SSH had one employee as
of December 31, 2001.

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 November, 2002. The Company anticipates that this space is
sufficient for the near future. SSH sub-leases warehouse space in Hawaii at a
rent of approximately $9,100 per month and the sub-lease expires in 2005 with an
option to extend it for an additional seven years. The Company anticipates that
this space is sufficient for the near future.

Item 3. Legal Proceedings.

The Company has been named as a defendant in an action in the Circuit Court of
Lake County, Illinois dated December 17, 2001 brought by Mammoth Corporation
against the Company. This action arises out of the default of a loan made by
Mammoth to the Company which was secured by stock of 20/20 Web. Mammoth is
seeking repayment of the loan and interest in an amount to be determined.

The Company was named as a defendant in an action in the Superior Court of Los
Angeles County, California dated March 21, 2002 brought by Invinity Systems
Corporation and Universal Medical Alliance against the Company. This action
arises out of the sale of USV to the plaintiffs and seeks the return of the
deposit made to the Company in connection with this transaction as well as
punitive and other damages.

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

None.

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

The Company's common stock has been traded on the OTC Electronic Bulletin Board
since Spring, 1996 under the symbol "TELM," since April, 1999, under the symbol
"SNHS" and since January, 2002, under the symbol "CRWP". The following table
reflects the high and low quarterly bid prices for 2001. This information was
provided to the Company by the National Association of Securities Dealers, Inc.
(the "NASD") and the Internet. These quotations reflect inter-dealer prices,
without retail mark-up or mark-down or commissions. These quotations may not


                                       3
<PAGE>

necessarily reflect actual transactions.

--------------------------------------------------------------------------------
Period                                                      High Bid     Low Bid
--------------------------------------------------------------------------------
1st Qtr 2001                                                  .375         .25
--------------------------------------------------------------------------------
2nd Qtr 2001                                                  .375         .25
--------------------------------------------------------------------------------
3rd Qtr 2001                                                  .375         .25
--------------------------------------------------------------------------------
4th Qtr 2001                                                   .25        3.65
--------------------------------------------------------------------------------

As of December 31, 2001, the Company had 7,068,714 shares of its common stock
issued and outstanding, of which 690,302 were held by non-affiliates.

The Company's CUSIP number is 85847R108. The Company has authorized a total of
50,000,000 shares of common stock, par value $.001. The Company has authorized a
total of 10,000,000 shares of preferred stock, par value $10.00 and presently
has no shares of preferred stock issued and outstanding. The Company estimates
that it has in excess of 300 total shareholders as of April 12, 2002.

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.

RESULTS OF OPERATIONS

In 1999, the Company began operations after two years of being inactive/dormant.
The Company appointed new management after its acquisition of MSC and rented
office space. In 1999, the Company lent $37,500 to the Bakery, whose sole
officer and director was Randy Sutton, former President of the Company. The
Bakery failed to repay the loan when due in September, 2000 and subsequently
filed bankruptcy. In addition, the Company's subsidiary, 20/20 Web, lent
$195,000 to Stein's Cake Box ("Cake Box"), a Nevada corporation which was formed
by 20/20 Web to acquire certain contracts owned by the Bakery. That loan has
also not been paid and has been written off.

For the year ended December 31, 2001, the Company realized a loss of ($34,146)
on its trading of securities and earned interest of $1,453 for net revenues of
($32,693).

For the year ended December 31, 2000, the Company had revenues of $104,749 which
was composed of gains on trading securities of $98,287 and dividends and
interest of $6,462.

The costs and expenses for the year ended December 31, 2001 totaled $593,968
which consisted of general and administrative expenses of approximately $591,000
and interest expense of approximately $3,000.

The expenses for the year ended December 31, 2000 consisted primarily of general
and administrative expenses of approximately $520,000 and interest expense of
approximately $18,000.

The Company's net loss from continuing operations before income taxes for the
year ended December 31, 2001 was ($626,661) compared to a net loss of
($433,242) for the year ended December 31, 2000. After recognizing a
provision for income taxes of $157,900 for the year ended December 31, 20001
and a tax benefit of ($79,100) for the year ended December 31, 2001, the
Company's net loss from continuing operations were ($784,561) and ($354,142),
respectively. For the year ended December 31, 2000, the Company recognized a
loss of ($195,657) from its discontinued operations due to the loss of its
investment, through its subsidiary 20/20 Web Design, Inc., in the proposed
bakery operation. The net losses from all operations, continuing and
discontinued, for the periods ended December 31, 2001 and 2000 were ($784,561)
and ($549,799), respectively.

The net loss per share for the periods ended December 31, 2001 and 2000 was
($.16) and ($.12), respectively.

At December 31, 2001, shareholder equity totaled $123,415 compared to
shareholder equity of $173,762 at December 31, 2000. This decrease in
shareholder equity is due primarily to the Company's loss on investments and
the costs of operating itself and its subsidiaries.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2001, the Company had current assets of approximately $49,000
which consisted of a note receivable from a related entity of approximately
$36,000, cash of approximately $5,200, trading securities of approximately
$3,500 and prepaid assets of $4,000. The current liabilities of the Company at
December 31, 2001 were approximately $389,000 which consisted of approximately
$212,000 in trade account payables, notes payable of approximately $148,000 and
accounts payable to a related entity of approximately $29,000.


                                       4
<PAGE>

At December 31, 2000, the Company had current assets of approximately $315,000
which consisted of trading securities of approximately $140,000, deferred tax
asset of approximately $159,000, a note receivable of $16,000 and cash of
approximately $300. The current liabilities of the Company at December 31, 2000
consisted of approximately $93,000 in accounts payable, margin account payable
of approximately $68,000 and a note payable of $20,000.

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

The Company was dependent upon revenues realized from trading securities for its
own account during the year ended December 31, 2000. Due to the present and
ongoing instability in the financial markets, the Company experienced
substantial losses in its trading activities. The Company continues to seek a
business opportunity that will allow it to generate revenues to fund its
operations but has not suitable candidates under review at the present time. The
Company will continue to seek suitable merger candidates for its subsidiaries
which should also result in revenues for the Company if merger are consummated.

The Company does not have adequate working capital for its current operations
and will need additional working capital in 2002.

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, for
itself and its subsidiaries. The Company is seeking to locate other potential
acquisitions for its subsidiaries.

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's balance sheet as of December 31, 2001 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, 2001. 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. In February, 2002, the Company changed
auditors, appointing Malone & Bailey PLLC as its auditors, replacing Moffitt and


                                       5
<PAGE>

Company which had resigned.

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

Charles Smith          Director, CEO, CFO        May 15, 2000 to the present

Mehrdad Alborz         Director                  June, 2001 to the present

Vincent Hussain        Director                  February 1, 2002 to the present

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.

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 presently CEO and CFO of 20/20 Web Design, Inc., a company in which
the Company is the majority shareholder and which trades on the OTC Electronic
Bulletin Board under the symbol "TWBD."

MEHRDAD ALBORZ. Mr. Alborz has been an attorney in private practice for the last
four years. Prior to being an attorney, Mr. Alborz was chief financial officer
of Ravissant Corporation in Pasadena, California were he increased the company's
revenues from $500,000 to $1,000,000. Mr. Alborz had similar success while


                                       6
<PAGE>

employed at Micro Tree Systems.

Mr. Alborz received his Juris Doctor from West Los Angeles School of Law and his
Bachelor of Science in Computer Science and Automation Engineering, with a minor
in Math, from California State University at Northridge.

Mr. Alborz is an officer and director of 20/20 Web Design, Inc., a subsidiary of
the Company and a publicly traded company on the OTC Electronic Bulletin Board
under "TWBD."

VINCENT HUSSAIN. Mr. Hussain retired from Hallmark-Avnet in 1998 after working
there for approximately 40 years. Mr. Hussain is a and director of 20/20 Web
Design, Inc., a subsidiary of the Company and a publicly traded company on the
OTC Electronic Bulletin Board under "TWBD."

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.

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
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.

Item 10. Executive Compensation.

During fiscal 2001, 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


                                       7
<PAGE>

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.

Section 16(a) Beneficial Ownership Reporting Compliance. During the year ended
December 31, 2001, the following persons were officers, directors and more than
ten-percent shareholders of the Company's common stock:

Name                       Position                    Filed Reports
----

Myles O'Dwyer              Director                    No
James Smith                Director                    Yes
Tisa Capital Corp.         Shareholder                 Yes
Charles Smith              Director, CEO, CFO          No
Mary Reindinger            Director, Secretary         No
Mehrdad Alborz             Director                    No

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.

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

There were 7,068,714 shares of the Company's common stock issued and outstanding
on December 31, 2001. No preferred shares were issued and outstanding at
December 31, 2001. 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 owns
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.


                                       8
<PAGE>

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

Charles Smith (1)                                      0                   0.00
21800 Oxnard Street #440
Woodland Hills CA 91367

Tisa Capital Corp.                             3,170,116                  44.85
21800 Oxnard Street #440
Woodland Hills CA 91367

Mehrdad Alborz                                         0                   0.00
21800 Oxnard Street #440
Woodland Hills CA 91367

Vincent Hussain                                   43,795                   0.62
21800 Oxnard Street #440
Woodland Hills CA 91367

Sanitec USA National, Inc.                     1,333,334                  18.86
21800 Oxnard Street #440
Woodland Hills CA 91367

Phoenix Consulting Services                    1,333,334                  18.86
21800 Oxnard Street #440
Woodland Hills CA 91367

All directors and officers
as a group (3)                                    43,795                   0.62

----------
(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 12. 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.

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 March 29, 2002
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Independent Auditors' Report dated January 10, 2001


                                       9
<PAGE>

Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statement of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

List of Exhibits

The following exhibits are filed with this report.

Financial Statements for the Year Ended December 31, 2001 Financial Statements
for the Year Ended December 31, 2000

(b) There was a Report filed on Form 8-K during the fourth quarter of the
Company's fiscal year ended December 31, 2001 concerning the Company's
acquisition of SSH.

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.

April 12, 2002                          CROWN PARTNERS, INC.


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


April 12, 2002                          /s/ Mehrdad Alborz
                                        ----------------------------------------
                                        Mehrdad Alborz, Director


April 12, 2002                          /s/ Vincent Hussain
                                        ----------------------------------------
                                        Vincent Hussain, Director


                                       10
<PAGE>

                             STEIN'S HOLDINGS, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999
<PAGE>

                                TABLE OF CONTENTS

                                                                       Page No.
                                                                       --------

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

FINANCIAL STATEMENTS

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

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

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

       Consolidated Statements of Cash Flows..........................    5 - 6

       Notes to Consolidated Financial Statements.....................   7 - 17
<PAGE>

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Crown Partner's, Inc. (formerly Stein's Holding, Inc.)
Woodland Hills, California

We have audited the accompanying consolidated balance sheet of Crown Partner's,
Inc. (formerly Stein's Holding, Inc.) as of December 31, 2001, 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 these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Crown Partner's, Inc. (formerly
Stein's Holdings, Inc.) as of December 31, 2001, and the results of its
operations and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States.


Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com

March 29, 2002
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Stein's Holding, Inc. and Subsidiary
Woodland Hills, California

We have audited the accompanying statements of operations, stockholders' equity
(deficit), and cash flows for the year ended December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of Crown's operations and its cash flows for
the year then ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.


Moffitt & Company, P.C.
Scottsdale, Arizona

January 11, 2001
<PAGE>

                              CROWN PARTNER'S, INC.
                        (FORMERLY STEIN'S HOLDINGS, INC.)
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2001

                                     ASSETS

Current assets:
  Cash                                                             $     5,232
  Trading securities                                                     3,546
  Notes receivable - related entity                                     35,811
  Prepaid assets                                                         4,000
                                                                   -----------
      Total current assets                                              48,589

Property and equipment, net                                            422,536

Goodwill, net of accumulated amortization                               23,289

Deposits                                                                17,703
                                                                   -----------
                                                                   $   512,117
                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable:
    Trade                                                          $   211,600
    Related entity                                                      29,154
  Notes payable                                                        147,948
                                                                   -----------
    Total current liabilities                                          388,702
                                                                   -----------

STOCKHOLDERS' EQUITY:
Convertible preferred stock, $10 par value, 10,000,000 shares
  authorized, no shares issued and outstanding                              --
Common stock, $.001 par value, 50,000,000 shares
  authorized, 7,068,714 shares issued and outstanding                    7,069
Additional paid in capital                                           3,655,551
Accumulated deficit                                                 (3,539,205)
                                                                   -----------
  Total Stockholders' Equity                                           123,415
                                                                   -----------
                                                                   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $   512,117
                                                                   ===========

                See accompanying summary of accounting policies
                and notes to consolidated financial statements.
<PAGE>

                              CROWN PARTNER'S, INC.
                        (FORMERLY STEIN'S HOLDINGS, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        For the Years Ended December 31,

<TABLE>
<CAPTION>
                                                                  2001              2000
                                                               -----------       -----------
<S>                                                            <C>               <C>
Gains (losses) on trading securities                           $   (34,146)      $    98,287
Dividends, interest and other                                        1,453             6,462
                                                               -----------       -----------
  Total                                                            (32,693)          104,749

Costs and Expenses:
  General and administrative                                       591,299           520,160
  Interest expense                                                   2,669            17,831
                                                               -----------       -----------
                                                                   593,968           537,991
                                                               -----------       -----------

Net loss before income taxes and discontinued operations:         (626,661)         (433,242)

Provision (benefit) for income taxes                               157,900           (79,100)
                                                               -----------       -----------
Loss before discontinued operations                               (784,561)         (354,142)

Discontinued operations:
  Loss on liquidation of investment in Stein's
  Cake Box, Inc.                                                        --          (195,657)
  Loss from continuing operations of Stein's Cake
  Box, Inc.                                                             --                --
                                                               -----------       -----------
                                                                        --          (195,657)
                                                               -----------       -----------

Net loss before minority interest                                 (784,561)         (549,799)

Minority interest in loss of subsidiaries                               --            38,948
                                                               -----------       -----------
Net loss                                                       $  (784,561)      $  (510,851)
                                                               ===========       ===========
Net loss per share:
  Net loss basic and diluted                                   $     (0.16)      $     (0.12)
                                                               ===========       ===========
Weighted average shares outstanding:
  Basic and diluted                                              4,923,700         4,401,166
                                                               ===========       ===========
</TABLE>

                See accompanying summary of accounting policies
                and notes to consolidated financial statements.
<PAGE>

                              CROWN PARTNER'S, INC.
                        (FORMERLY STEIN'S HOLDINGS, INC.)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      For the Years Ended December 31, 2001

<TABLE>
<CAPTION>
                                      Common stock           Additional
                                  ---------------------       paid in        Accumulated
                                   Shares        Amount       capital          deficit           Total
                                  ---------      ------      ----------      -----------       ---------
<S>                               <C>            <C>         <C>             <C>               <C>
Balance,
  December 31, 1999               4,401,166      $4,401      $2,924,005      $(2,243,793)      $ 684,613

Net loss                                 --          --              --         (510,851)       (510,851)
                                  ---------      ------      ----------      -----------       ---------

Balance,
  December 31, 2000               4,401,166       4,401       2,924,005       (2,754,644)        173,762

Issuance of common stock for
services                          1,334,214       1,335         319,545               --         320,880

Issuance of common stock in
connection with acquisition       1,333,334       1,333         412,001               --         413,334

Net loss                                 --          --              --         (784,561)       (784,561)
                                  ---------      ------      ----------      -----------       ---------
Balance,
  December 31, 2001               7,068,714      $7,069      $3,655,551      $(3,539,205)      $ 123,415
                                  =========      ======      ==========      ===========       =========
</TABLE>

                See accompanying summary of accounting policies
                and notes to consolidated financial statements.
<PAGE>

                              CROWN PARTNER'S, INC.
                        (FORMERLY STEIN'S HOLDINGS, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        For the Years Ended December 31,

                                                          2001           2000
                                                       ---------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                               $(784,561)     $(510,851)
Adjustments to reconcile net deficit to cash used
  by operating activities:
Depreciation and amortization                             14,044          4,483
Minority interest in loss of subsidiary                       --        (38,948)
Loss on investment in subsidiary                              --        195,656
Common stock for services                                320,880             --
Net change in:
  Trading securities                                     136,366        253,975
  Accounts receivable                                         --         28,136
  Prepaid assets                                         (21,703)           507
  Accounts payable                                       133,200         87,906
  Accrued expenses                                            --            443
  Deferred income taxes                                  157,900        (44,190)
                                                       ---------      ---------

CASH FLOWS USED IN OPERATING ACTIVITIES                  (43,875)       (22,882)
                                                       ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                                   (2,649)        (2,751)
  Changes in loans receivable                            (20,238)        22,927
  Acquisition of subsidiary                                   --        (63,074)
                                                       ---------      ---------

CASH FLOWS USED IN INVESTING ACTIVITIES                  (22,887)       (42,898)
                                                       ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net borrowings on margin accounts payable              (67,938)        67,938
  Proceeds (payments) on notes payable                   139,603         (5,000)
                                                       ---------      ---------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES               71,665         62,938
                                                       ---------      ---------

NET INCREASE (DECREASE) IN CASH                            4,903         (2,842)
Cash, beg. of period                                         329          3,171
                                                       ---------      ---------
Cash, end of period                                    $   5,232      $     329
                                                       =========      =========

SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                        $      --      $  15,831
  Income taxes paid                                    $      --      $      --

NONCASH TRANSACTION:
  Acquisition of subsidiary for common stock           $ 413,334      $      --

                See accompanying summary of accounting policies
                and notes to consolidated financial statements.
<PAGE>

                              CROWN PARTNER'S, INC.
                        (FORMERLY STEIN'S HOLDINGS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Crown Partners', Inc. (formerly Stein's Holdings, Inc.), a Nevada corporation,
was incorporated on November 3, 1986. The Company was originally incorporated as
Ed Phills, Inc. and its name was changed to Vegas Ventures, Inc., Telemall
Communications, Inc. and subsequently to Stein's Holdings, Inc. The Company was
a development stage company until 1999, when it acquired the following companies
and became an active company:

Multi-Source Capital Ltd. - Merged into Stein's Holdings, Inc. in May 1999.

20/20 Web Design, Inc. - The Company acquired 80% ownership in this company in
March 1999.

In September 2000, the Company acquired 90% ownership in Universal Services and
Acquisitions, Inc.

In November 2001, the Company acquired 100% of Sanitec Services of Hawaii, Inc.

Nature of Business

Crown Partners', Inc. (formerly Stein's Holdings, Inc.) main activities and
sources of income are derived from daily trading in the stock markets.

20/20 Web Design, Inc. and Universal Services and Acquisitions, Inc. are in the
business of managing and acquiring subsidiary companies.

Sanitec Services of Hawaii, Inc.("Sanitec") processes medical waste. Currently,
Sanitec has not begun operations.

Principles of Consolidation

The December 31, 2001 consolidated financial statements include the accounts of
the Company's majority owned subsidiaries. All significant intercompany
transactions and balances have been eliminated. The Company's consolidated
financial statements include the results of operations from the respective dates
of acquisition through divestiture or December 31, 2001, as applicable.

Trading Securities

The Company has adopted Statement of Financial Accounting Standards No. 115.
This statement requires that trading securities be recorded as follows:

A. Balance sheet - recorded at fair market value as a current asset.

B. Unrealized holding gains and losses - included in the statement of income as
current earnings.

C. Dividends and interest income - included in the statement of income as
current earnings.

D. Cash flows from purchase, sales, and maturities of trading securities shall
be classified as cash flows from operating activities.
<PAGE>

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.

The Company depreciates its property and equipment for financial reporting
purposes using the straight-line method based upon the following useful lives of
the assets:

      Computer hardware      5 years
      Computer software      3 years

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the balance sheet. Actual results could differ from those estimates.

Income Taxes

The asset and liability approach is used to account for income taxes by
recognizing deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
bases of assets and liabilities. Crown records a valuation allowance to reduce
the deferred tax assets to the amount that is more likely than not to be
realized.

Recent Accounting Pronouncements

Crown does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on Crown's results of operations, financial
position or cash flow.

Compensated Absences

Employees of the corporation are entitled to paid vacations, sick days and other
time off depending on job classification, length of service and other factors.
The accrued vacation pay during each period presented is considered immaterial
and accordingly, no liability has been recorded in the accompanying financial
statements.
<PAGE>

Net Loss Per Share

Basic earnings (loss) 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 reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock.

NOTE 2 - Financial Condition And Going Concern

For the years ended December 31, 2001 and 2000, the Company incurred losses
totaling $784,561 and $510,851, respectively, and at December 31, 2001 had a
capital deficit of $340,113. Because of these recurring losses, the Company will
require additional working capital to develop and/or renew its business
operations.

The Company intends to raise additional working capital either through private
placements, public offerings and/or bank financing. The Company is also
identifying merger and/or acquisition candidates. As of March 29, 2002, no
acquisition or merger agreements have been closed.

There are no assurances that the Company will be able to either (1) achieve a
level of revenues adequate to generate sufficient cash flow from operations; or
(2) obtain additional financing through either private placement, public
offerings and/or bank financing necessary to support the Company's working
capital requirements. To the extent that funds generated from any private
placements, public offerings and/or bank financing are insufficient, the Company
will have to raise additional working capital. No assurance can be given that
additional financing will be available, or if available, will be on terms
acceptable to the Company. If adequate working capital is not available the
Company may not renew its operations.

These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

NOTE 3 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company estimates that the fair value of all financial instruments at
December 31, 2001 and 2000, 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 judgment 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.

NOTE 4 - NOTE RECEIVABLE

The Company has a note receivable due from a related entity. The note is
non-interest bearing and is due upon demand.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                           2001         2000
      Medical waste equipment            $415,983      $    --
      Computer equipment                   18,377       18,377
                                         --------      -------
                                          434,360       18,377
      Less accumulated depreciation        11,824        9,424
                                         --------      -------
                                         $422,536      $ 8,953
                                         ========      =======

The depreciation expense for the years ended December 31, 2001 and 2000 was
$2,400 and $4,263, respectively.

NOTE 5 - GOODWILL

Goodwill represents the excess of the purchase price of Universal Services and
Acquisitions, Inc. over the fair value of the Company's net assets and is being
amortized on a straight-line basis over three years.

The Company recorded $11,644 of amortization for the year ended December 31,
2001.
<PAGE>

NOTE 6 - NOTES PAYABLE

The notes payable are unsecured, bearing interest at 10% and are due upon
demand.

NOTE 7 - INCOME TAXES

Temporary differences that give rise to the deferred tax assets or liabilities
at December 31, 2001 and 2000 are as follows:

      Deferred tax asset
      Net operating loss carryforward                              723,000
      Deferred tax liabilities                                      (6,000)
                                                                 ---------
                                                                   717,000
      Valuation allowance                                         (717,000)
                                                                 ---------
      Net deferred tax asset                                     $      --
                                                                 =========

The provision (benefit) for income taxes for the years ended December 31, 2001
and 2000 consists of the following:

                                             2001                  2000
                                           ---------             --------
      Federal
        Current                            $      --             $     --
        Deferred                             157,900              (79,100)
                                           ---------             --------
                                           $ 157,900             $(79,100)
                                           =========             ========

A reconciliation of income tax expense (benefit) using the statutory federal
income tax rate of 34% to the actual income tax expense (benefit) for the years
ended December 31, 2001 and 2000 is as follows:

                                                           2001          2000
                                                        ---------     ---------
      Federal tax expense (benefit at statutory rate    $(213,065)    $      --
      Tax refund on net operating loss carryforward            --      (79,100)
      Change in valuation allowance                       213,065           --
                                                        ---------     ---------
                                                        $      --     $ (79,100)
                                                        =========     =========

The net deferred tax asset generated by the loss carry-forward has been fully
reserved. The cumulative net operating loss carry-forward is approximately
$2,125,000 at December 31, 2001, and will expire in the years 2002 through 2021.

NOTE 8 - RENT

The Company rents its facilities on a month to month basis from an affiliated
company. The rent expense for the years ended December 31, 2001 and 2000 was
$33,686 and $43,404, respectively.
<PAGE>

NOTE 9 - ACQUISITIONS

In November 2001, the Company acquired 100% of the outstanding capital stock
Sanitec Services of Hawaii, Inc. for 1,333,334 shares of common stock The
transaction was accounted for as a purchases. The common stock has been valued
at $0.31 per share, the estimated fair value at the date of issuance. Sanitec
has equipment which is used to process medical waste.

The purchase price was allocated to the acquired assets and liabilities based
upon an estimate of fair values at the date of acquisition. The financial
results and operations of Sanitec have been included in the Company's
consolidated financial statements since the effective date of acquisition.

The purchase price of the acquisition of the acquisition has been allocated as
follows:

                                                               Fair Value
      Purchase consideration                                    $ 413,334

      Medical waste equipment                                     415,983
      Prepaid assets and deposits                                  21,703
      Accounts payable                                            (24,352)
                                                                ---------
      Fair value of net assets acquired                         $ 413,334
                                                                =========

On September 30, 2000, the Company completed its acquisition of Universal
Services and Acquisitions, Inc. (Universal). Universal is in the business of
managing and acquiring subsidiary companies. The acquisition was recorded under
the purchase method of accounting, included the purchase of 20,092,500 shares of
stock for $29,000 plus assumed liabilities. A portion of the purchase price has
been allocated to assets acquired and liabilities assumed based on estimated
fair market value at the date of acquisition with the balance allocated to
goodwill. Pro forma statements of operations reflecting this acquisition are not
shown as such disclosure is not material.

The following presents the unaudited pro forma results of operations of the
Company for the year ended December 31, 2000, as if the acquisitions of had
occurred on January 1, 2000:

                                                         For the years ended
                                                             December 31,
                                                      -------------------------
                                                        2001            2000
                                                      ---------       ---------
                                                             (unaudited)
      Pro forma revenues                              $ (32,693)      $ 104,749
      Pro forma operating loss                         (761,867)       (724,651)
      Pro forma net loss                               (919,767)       (802,260)

      Pro forma basic and diluted loss per share      $   (0.15)      $   (0.14)

The information is not necessarily indicative of the results of operations and
financial position of the Company as they may be in the future or as they might
have been had the business combinations been consummated as of January 1, 2000.
<PAGE>

NOTE 10 DISCONTINUED OPERATIONS

In February 2000, Crown's investment in Stein's Cake Box, Inc. ("Stein's Cake
Box") was discontinued. The investment was written off as worthless. Stein's was
in the business of selling bakery products to retail establishments in the
Dallas Texas metropolitan area.

Stein's Cake Box revenue for the year ended December 31, 2000 was $28,136. Net
loss from operations was $34,910, net of income tax benefit of $0 for the year
ended December 31, 2000.

There are no remaining assets of Stein's Cake Box as of December 31, 2000.

NOTE 11 CONTINGENCY

The Company is contingently liable on a $25,000 guarantee on Stein's Bakery
lease. Since Stein's Bakery filed for bankruptcy protection, it is not known if
the guarantee will be assessed against the Company. As of December 31, 2001, the
Company has not accrued any liability for this contingency.

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Stein's Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Stein's
Holdings, Inc. (A Nevada Corporation) as of December 31, 2000 and 1999, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our 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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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 Stein's Holdings, Inc. 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 10, 2001
<PAGE>

                             STEIN'S HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

                                     ASSETS

                                                       2000               1999
                                                     --------         ----------

CURRENT ASSETS
       Cash and cash equivalents                     $    329         $    3,171
       Trading securities                             139,912            393,887
       Accounts receivable                                  0             28,136
       Loans and notes receivable
          Related entities                             15,573             37,500
          Other                                             0              1,000
       Deferred tax asset                             159,000            120,087
       Prepaid insurance                                    0                507
                                                     --------         ----------

            TOTAL CURRENT ASSETS                      314,814            584,288

PROPERTY AND EQUIPMENT                                  8,953            490,669

OTHER ASSETS
       Goodwill                                        34,933                  0
                                                     --------         ----------

            TOTAL ASSETS                             $358,700         $1,074,957
                                                     ========         ==========
<PAGE>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                               2000             1999
                                                           -----------      -----------
<S>                                                        <C>              <C>
CURRENT LIABILITIES
       Accounts payable
          Trade                                            $    93,300      $     5,394
          Related entity                                             0          312,468
       Accrued liabilities and payroll taxes                     2,600            2,157
       Margin accounts payable                                  67,938                0
       Note payable                                             20,000           25,000
       Corporation income taxes payable                              0            4,949
                                                           -----------      -----------

            TOTAL CURRENT LIABILITIES                          183,838          349,968
                                                           -----------      -----------

LONG-TERM LIABILITIES
       Deferred income tax payable                               1,100            1,428
                                                           -----------      -----------

MINORITY INTEREST IN CONSOLIDATED
   SUBSIDIARY                                                        0           38,948
                                                           -----------      -----------

CONTINGENCY                                                         --               --

STOCKHOLDERS' EQUITY
       Convertible preferred stock
          Authorized 10,000,000 shares, par
            value $10 per share
          Issued and outstanding -0- shares                          0                0
       Common stock
          Authorized 50,000,000 shares, par
            value $.001 per share
          Issued and outstanding - 4,401,166 shares              4,401            4,401
       Paid in capital in excess of par value of stock       2,924,005        2,924,005
       Retained earnings (deficit)                          (2,754,644)      (2,243,793)
                                                           -----------      -----------

            TOTAL STOCKHOLDERS' EQUITY                         173,762          684,613
                                                           -----------      -----------

            TOTAL LIABILITIES AND STOCKHOLDERS'
              EQUITY                                       $   358,700      $ 1,074,957
                                                           ===========      ===========
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       2
<PAGE>

                             STEIN'S HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                          Restated
                                                                           2000             1999
                                                                       -----------      -----------
<S>                                                                    <C>              <C>
REVENUES
       Gains (losses) on trading securities                            $    98,287      $   (37,180)
       Website design                                                            0            2,500
       Dividends, interest and other                                         6,462            3,127
                                                                       -----------      -----------

               TOTAL REVENUES (DEFICIT)                                    104,749          (31,553)
                                                                       -----------      -----------

COSTS AND EXPENSES
       General and administrative expenses                                 520,160          345,977
       Interest expense                                                     17,831            1,532
                                                                       -----------      -----------

               TOTAL COSTS AND EXPENSES                                    537,991          347,509
                                                                       -----------      -----------
(LOSS) FROM CONTINUING OPERATIONS
   BEFORE INCOME TAXES (BENEFIT)                                          (433,242)        (379,062)

PROVISIONS FOR INCOME TAXES (BENEFIT)                                      (79,100)        (130,215)
                                                                       -----------      -----------

(LOSS) FROM CONTINUING OPERATIONS                                         (354,142)        (248,847)
                                                                       -----------      -----------

DISCONTINUED OPERATIONS
       Loss on liquidation of investment in Stein's Cake Box, Inc.        (195,657)               0
       Income on investment in Stein's Cake Box, Inc.,
          less applicable income taxes                                           0              526
                                                                       -----------      -----------

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

(LOSS) BEFORE MINORITY INTEREST                                           (549,799)        (248,321)

MINORITY INTEREST IN (LOSS) OF SUBSIDIARIES                                 38,948            6,982
                                                                       -----------      -----------

     NET (LOSS)                                                        $  (510,851)     $  (241,339)
                                                                       ===========      ===========

NET (LOSS) PER COMMON SHARE

       Basic and diluted:

          Continuing operations                                        $      (.08)     $      (.06)
          Discontinued operations                                             (.04)             .00
                                                                       -----------      -----------

               Total                                                   $      (.12)     $      (.06)
                                                                       ===========      ===========

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING

       Basic and diluted                                                 4,401,166        4,369,218
                                                                       ===========      ===========
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       3
<PAGE>

                             STEIN'S HOLDINGS, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                                                           Deficit
                                                                                          Paid in                       Accumulated
                                 Convertible Preferred Stock       Common Stock         Capital in       Retained          During
                                 ---------------------------   --------------------      Excess of       Earnings       Development
                                   Shares          Amount        Shares      Amount      Par Value      (Deficit)           Stage

<S>                                <C>          <C>               <C>        <C>        <C>            <C>              <C>
BALANCE, JANUARY 1, 1999           510,000      $ 5,100,000       44,376     $   44     $1,189,154     $         0      $(1,507,386)
                                  --------      -----------    ---------     ------     ----------     -----------      -----------

TRANSFER OF DEFICIT ACCUMU-
   LATED DURING THE DEVELOP-
   MENT STAGE TO RETAINED
   EARNINGS                              0                0            0          0              0      (1,507,386)       1,507,386

CANCELLATION OF PREFERRED
   STOCK                          (510,000)      (5,100,000)           0          0        290,687               0                0

ISSUANCE OF COMMON STOCK
   FOR SERVICES, AT PAR VALUE            0                0       62,500         62              0               0                0

PRIVATE PLACEMENT OF STOCK
   THROUGH SUBSIDIARY
   COMPANIES                             0                0            0          0        227,140        (461,428)               0

MERGER WITH 20/20 WEB
   DESIGN, INC                           0                0            0          0        455,952         (33,640)               0

ISSUANCE OF COMMON STOCK
   FOR MERGER OF MULTI-
   SOURCE CAPITAL LTD                    0                0    4,247,754      4,248        560,986               0                0

ISSUANCE OF COMMON STOCK
   FOR
      CASH                               0                0       18,610         19         92,981               0                0
      RENT                               0                0       15,926         16         95,127               0                0
      ACCOUNTS PAYABLE                   0                0       12,000         12         11,978               0                0

NET (LOSS) FOR THE YEAR
   ENDED DECEMBER 31, 1999               0                0            0          0              0        (241,339)               0
                                  --------      -----------    ---------     ------     ----------     -----------      -----------

BALANCE, DECEMBER 31, 1999               0                0    4,401,166      4,401      2,924,005      (2,243,793)               0

NET (LOSS) FOR THE YEAR
   ENDED DECEMBER 31, 2000               0                0            0          0              0        (502,451)               0
                                  --------      -----------    ---------     ------     ----------     -----------      -----------

BALANCE, DECEMBER 31, 2000               0      $         0    4,401,166     $4,401     $2,924,005     $(2,746,244)     $         0
                                  ========      ===========    =========     ======     ==========     ===========      ===========
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       4
<PAGE>

                             STEIN'S HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                              2000           1999
                                                           ---------      ---------
<S>                                                        <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net (loss)                                          $(510,851)     $(241,339)
       Adjustments to reconcile net (loss) to net cash
          (used) by operating activities:
             Depreciation and amortization                     4,483          3,692
             Minority interest in (loss) of subsidiary       (38,948)        (6,982)
             Loss on investment in subsidiary                195,657              0
             Common stock issued for services and rent             0         76,217
       Deferred tax assets                                   (38,913)      (120,087)
       Changes in operating assets and liabilities:
             Trading securities                              253,975        176,639
             Accounts receivable                              28,136        (28,136)
             Prepaid insurance                                   507           (507)
             Accounts payable                                 87,906         32,184
             Accrued liabilities and payroll taxes               443            960
             Corporation income taxes payable                 (5,277)       (10,128)
                                                           ---------      ---------

          NET CASH (USED) BY OPERATING ACTIVITIES            (22,882)      (117,487)
                                                           ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property and equipment                    (2,751)      (202,469)
       Changes in loans receivable                            22,927        (38,500)
       Acquisition of subsidiary                             (63,074)             0
                                                           ---------      ---------

          NET CASH (USED) BY INVESTING ACTIVITIES            (42,898)      (240,969)
                                                           ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
       Net borrowings on margin accounts payable              67,938              0
       Proceeds from issuance of common stock                      0        320,140
       Repayment of note payable                              (5,000)             0
                                                           ---------      ---------

          NET CASH PROVIDED BY FINANCING
             ACTIVITIES                                       62,938        320,140
                                                           ---------      ---------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                   (2,842)       (38,316)

CASH AND CASH EQUIVALENTS,
   BEGINNING OF YEAR                                           3,171         41,487
                                                           ---------      ---------

CASH AND CASH EQUIVALENTS,
    END OF YEAR                                            $     329      $   3,171
                                                           =========      =========
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       5
<PAGE>

                             STEIN'S HOLDINGS, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                            2000         1999
                                                                           -------     --------
<S>                                                                        <C>         <C>
SUPPLEMENTARY DISCLOSURE OF
   CASH FLOW INFORMATION

       Interest paid                                                       $15,831     $  1,532
                                                                           =======     ========

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

NON CASH INVESTING AND FINANCING
   ACTIVITIES

       Related party payable for acquisition of property and equipment     $     0     $285,204
                                                                           =======     ========

       Issuance of common stock for services and rent                      $     0     $ 76,217
                                                                           =======     ========

       Cancellation of preferred stock                                     $     0     $290,687
                                                                           =======     ========
</TABLE>

            See Accompanying Notes and Independent Auditors' Report.


                                       6
<PAGE>

                             STEIN'S HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization

      Stein's Holdings, Inc., a Nevada corporation, was incorporated on November
      3, 1986. The Company was originally incorporated as Ed Phills, Inc. and
      its name was changed to Vegas Ventures, Inc., Telemall Communications,
      Inc. and subsequently to Stein's Holdings, Inc. The Company was a
      development stage company until 1999, when it acquired the following
      companies and became an active company:

            Multi-Source Capital Ltd. - Merged into Stein's Holdings, Inc. in
            May 1999.

            20/20 Web Design, Inc. - The Company acquired 80% ownership in this
            company in March 1999.

            Stein's Cake Box, Inc. - Became a wholly owned subsidiary of 20/20
            Web Design, Inc. in December 1999.

      In September 2000, the Company acquired 90% ownership in Universal
      Services and Acquisitions, Inc.

      Nature of Business

      Stein's Holdings, Inc. main activities and sources of income are derived
      from daily trading in the stock markets.

      20/20 Web Design, Inc. and Universal Services and Acquisitions, Inc. are
      in the business of managing and acquiring subsidiary companies.

      Stein's Cake Box, Inc. sold bakery products to retail establishments in
      the Dallas, Texas, metropolitan area. It ceased operations in January
      2000.

      Principles of Consolidation

      The December 31, 2000 consolidated financial statements include the
      accounts of Stein's Holdings, Inc. and its 80% owned subsidiary, 20/20 Web
      Design, Inc. and 90% owned subsidiary, Universal Services and
      Acquisitions, Inc.

      The December 31, 1999 consolidated financial statements include the
      accounts of Stein's Holdings, Inc. and its 80% owned subsidiary, 20/20 Web
      Design, Inc. and its 100% owned subsidiary, Stein's Cake Box, Inc.

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

      Methods of Accounting

      The Companies have adopted the accrual method of accounting. In addition,
      Stein's Holdings, Inc. records the sale of trading securities on the
      "trade date".

            See Accompanying Notes and Independent Auditors' Report.


                                       7
<PAGE>

                             STEIN'S HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Trading Securities

      The Company has adopted Statement of Financial Accounting Standards No.
      115. This statement requires that trading securities be recorded as
      follows:

            A.    Balance sheet - recorded at fair market value as a current
                  asset.
            B.    Unrealized holding gains and losses - included in the
                  statement of income as current earnings.
            C.    Dividends and interest income - included in the statement of
                  income as current earnings.
            D.    Cash flows from purchase, sales, and maturities of trading
                  securities shall be classified as cash flows from operating
                  activities.

      Cash and Cash Equivalents

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

      Property and Equipment

      Property and equipment are stated at cost. Major renewals and improvements
      are charged to the asset accounts while replacements, maintenance and
      repairs, which do not improve or extend the lives of the respective
      assets, are expensed. At the time property and equipment are retired or
      otherwise disposed of, the asset and related accumulated depreciation
      accounts are relieved of the applicable amounts. Gains or losses from
      retirements or sales are credited or charged to income.

      The Company depreciates its property and equipment for financial reporting
      purposes using the straight-line method based upon the following useful
      lives of the assets:

                Computer hardware                                        5 years
                Computer software                                        3 years

      Accounting Estimates

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

      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

            See Accompanying Notes and Independent Auditors' Report.


                                       8
<PAGE>

                             STEIN'S HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

      Income Taxes (Continued)

      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.

      Compensated Absences

      Employees of the corporation are entitled to paid vacations, sick days and
      other time off depending on job classification, length of service and
      other factors. The accrued vacation pay during each period presented is
      considered immaterial and accordingly, no liability has been recorded in
      the accompanying financial statements.

      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 reflects the
      potential dilution that could occur if securities or other contracts to
      issue common stock were exercised or converted into common stock.

NOTE 2 DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

      The Company 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.

NOTE 3 NOTE RECEIVABLE

      The loan to College Connection, Inc., DBA Stein's Bakery, was dated
      September 9, 1999 and required monthly interest payments of $344 and a
      balloon payment of principal and interest on September 1, 2000. Stein's
      Bakery filed for Bankruptcy protection and the Company did not receive its
      required payments. The Company wrote off the loan as uncollectible.

            See Accompanying Notes and Independent Auditors' Report.


                                       9
<PAGE>

                             STEIN'S HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 4 PROPERTY AND EQUIPMENT

      Property and equipment consist of the following:

                                                          2000            1999
                                                        --------        --------

Computer hardware                                       $ 13,592        $ 10,841
Computer software                                          4,785           4,785
Construction in process                                        0         480,204
                                                        --------        --------

                                                          18,377         495,830

    Less accumulated depreciation                          9,424           5,161
                                                        --------        --------

           Total property and equipment                 $  8,953        $490,669
                                                        ========        ========

      The depreciation expense for the years ended December 31, 2000 and 1999
      was $4,263 and $3,634, respectively.

NOTE 5 GOODWILL

      Goodwill represents the excess of the purchase price of Universal Services
      and Acquisitions, Inc. over the fair value of the Company's net assets and
      is being amortized on a straight-line basis over forty years.

      The Company recorded $220 of amortization for the year ended December 31,
      2000.

NOTE 6 NOTE PAYABLE

      The note payable is unsecured, bears interest at 10% and is due on demand.

NOTE 7 INCOME TAXES

<TABLE>
<CAPTION>
                                                               2000           1999
                                                            ---------      ---------
<S>                                                         <C>            <C>
(Loss) from continuing operations before income taxes       $(628,899)     $(379,062)
                                                            ---------      ---------

The provision for income taxes is estimated as follows:
     Currently payable or (benefit)                         $       0      $       0
                                                            ---------      ---------
     Deferred payable or (benefit)                            (79,100)      (130,215)
                                                            ---------      ---------
</TABLE>

      A reconciliation of the provision for income taxes compared with the
      amounts at the U.S. Federal statutory rate was as follows:

            See Accompanying Notes and Independent Auditors' Report.


                                       10
<PAGE>

                             STEIN'S HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 7 INCOME TAXES (CONTINUED)

<TABLE>
<CAPTION>
                                                                  2000           1999
                                                               ---------      ---------
<S>                                                            <C>            <C>
         Tax refund at U.S. Federal statutory income
            tax rate                                           $       0      $       0
         Tax refund on net operating loss carryforward           (79,100)      (130,215)
                                                               ---------      ---------

                                                               $ (79,100)     $(130,215)
                                                               =========      =========

Deferred income tax asset and liabilities reflect the
impact of temporary differences between amounts
of assets and liabilities for financial reporting purposes
and the basis of such assets and liabilities as measured
by tax laws
         The net deferred tax asset is:                        $ 159,000      $ 120,087
                                                               =========      =========
         The net deferred liability is:                        $   1,100      $   6,377
                                                               =========      =========
</TABLE>

      Temporary differences that give use to deferred tax assets and liabilities
      included the following:

                                                               Deferred Tax
                                                          ----------------------
                                                          Assets     Liabilities
                                                          ------     -----------

Net operating loss                                       $318,000     $       0
Property and equipment related                                  0         6,377
                                                         --------     ---------
                                                          318,000     $   6,377
                                                                      =========

Less valuation allowance                                  159,000
                                                         --------

     Total deferred taxes                                $159,000
                                                         ========

Balance, Beginning of year                               $120,050     $ 495,121
Less adjustments due to merger                                  0       (63,876)
Current year reduction due to managements' estimate
  of future profits due to mergers and new subsidiary           0      (311,195)
Addition for year                                          38,950             0
                                                         --------     ---------

     Balance, end of year                                $159,000     $ 120,050
                                                         ========     =========

NOTE 8 TAX CARRYFORWARDS

      The corporations have the following net operating loss carryforwards:

                                       Amount                   Expiration Date
                                     ----------                 ---------------

                                     $      163                      2001
                                          3,128                      2002

            See Accompanying Notes and Independent Auditors' Report.


                                       11
<PAGE>

                             STEIN'S HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 8 TAX CARRYFORWARDS (CONTINUED)

                                       Amount                   Expiration Date
                                     ----------                 ---------------

                                     $   17,910                      2003
                                          9,297                      2004
                                            500                      2005
                                          4,363                      2006
                                         59,049                      2007
                                        281,412                      2011
                                         94,200                      2018
                                        431,342                      2019
                                        597,000                      2020
                                     ----------

                                     $1,498,364
                                     ==========

NOTE 9 CONVERTIBLE PREFERRED STOCK

      The Company canceled the outstanding preferred stock in exchange for the
      mutual funds and inventory that the Company owned at December 31, 1998.

NOTE 10 CONVERTIBLE PREFERRED STOCK PREFERENCES

      No rights or preferences have been assigned to the preferred stock except
      for the convertible privilege.

NOTE 11 INTEREST

      The Company incurred interest expense for the years ended December 31,
      2000 and 1999 of $17,831 and $1,532, respectively.

NOTE 12 RENT

      The Company rents its facilities on a month to month basis from an
      affiliated company. The rent expense for the years ended December 31, 2000
      and 1999 was $43,404 and $40,490, respectively.

NOTE 13 ACQUISITION OF 20/20 WEB DESIGN, INC.

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

            See Accompanying Notes and Independent Auditors' Report.


                                       12
<PAGE>

                             STEIN'S HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 13 ACQUISITION OF 20/20 WEB DESIGN, INC. (CONTINUED)

      The merger has been accounted for as a pooling of interest and the Company
      recorded the merger as follows:

Increase in common stock
   8,620,000 shares @ .001(cent)par value                                 $8,620
Decrease in paid-in capital                                                8,620

      After the merger, the Company changed its name to 20/20 Web Design, Inc.

      The following unaudited information presents certain income statement data
      of the separate companies for the periods preceding the merger:

                                                     1999                1998
                                                   --------           ---------
Net sales
   Trump Oil Corporation                           $  2,500           $       0
   20/20 Web Design, Inc.                                 0                   0

Net (loss)
   Trump Oil Corporation                            (20,000)           (359,441)
   20/20 Web Design, Inc.                                 0                   0

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

      After the merger, 20/20 Web Design, Inc. became an 80% subsidiary of
      Stein's Holdings, Inc.

NOTE 14 BUSINESS COMBINATION - MULTI-SOURCE CAPITAL LTD.

      In May 1999, the Company completed a merger with Multi-Source Capital Ltd.
      by exchanging 4,247,754 shares of Section 144 restricted common stock for
      100% of the outstanding shares of Multi-Source Capital Ltd.

      The merger has been accounted for as a pooling of interest and the Company
      recorded the merger as follows:

            Book value of net assets received of $565,234 for 4,247,754 shares
            of .001(cent) par value shares.

      The following unaudited information presents certain income statement data
      of the separate companies for the period preceding the merger:

            See Accompanying Notes and Independent Auditors' Report.


                                       13
<PAGE>

                             STEIN'S HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 14 BUSINESS COMBINATION - MULTI-SOURCE CAPITAL LTD. (CONTINUED)

                                                Stein's             Multi-Source
                                             Holdings, Inc.         Capital Ltd.
                                             --------------         ------------

Net sales                                         $0                 $(203,741)

Net (loss)                                         0                   278,596

      There were no material transactions between the companies prior to the
      merger. The effects of conforming Multi-Source Capital Ltd.'s accounting
      policies to those of Stein's Holdings, Inc. were not material.

NOTE 15 BUSINESS COMBINATION - UNIVERSAL SERVICES AND ACQUISITIONS, INC.

      On September 30, 2000, the company completed its acquisition of Universal
      Services and Acquisitions, Inc. (Universal). Universal is in the business
      of managing and acquiring subsidiary companies. The acquisition, recorded
      under the purchase method of accounting, included the purchase of
      20,092,500 shares of stock for $29,000 plus assumed liabilities. A portion
      of the purchase price has been allocated to assets acquired and
      liabilities assumed based on estimated fair market value at the date of
      acquisition with the balance allocated to goodwill.

      The following unaudited pro forma summary presents information as if
      Universal had been acquired as of the beginning of Stein's Holding, Inc.
      years 2000, 1999 and 1998. The pro forma amounts include certain
      adjustments, primarily to recognize amortization, and do not reflect any
      benefits from economies which might be achieved from combining operations.
      The pro forma information does not necessarily reflect the actual results
      that would have occurred nor is it necessarily indicative of future
      results of operations of the combined companies:

                                                              Nine Months Ended
                                  1999            1998       September 30, 2000
                               ---------          -----      ------------------

Revenues                       $  (3,417)         $   0          $ 171,318

Net income (loss) after
   Amortization of goodwill     (242,219)          (880)          (356,958)

Earnings (loss) per share
   Basic and diluted           $    (.06)         $(.00)         $    (.08)

NOTE 16 STOCK OPTIONS

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

            See Accompanying Notes and Independent Auditors' Report.


                                       14
<PAGE>

                             STEIN'S HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 17 LOSS ON WORTHLESS SUBSIDIARY

      Management believes the investment in Stein's Cake Box Inc, is
      uncollectible and therefore elected to write-off the $195,657 investment
      as uncollectible.

NOTE 18 ECONOMIC DEPENDENCY AT DECEMBER 31, 1999

      Sales

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

      Cost of Goods Sold

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

NOTE 19 SEGMENT REPORTING

      At December 31, 2000, the Company had two reportable segments:

            Stein's Holdings, Inc. - Trading securities.

            20/20 Web Design, Inc. and Universal Services and Acquisitions, Inc.
            - management of subsidiary company operations.

      The Company evaluates segment performance based on income from operations.
      All inter-company transactions between segments have been eliminated.

      Segment results for the year ended December 31, 2000 are as follows:

                                                       20/20 Web Design, Inc.
                                        Stein's        and Universal Services
                                     Holdings, Inc.    and Acquisitions, Inc.
                                     --------------    ----------------------

Net revenues                           $  98,287            $       0

(Loss) from continuing operations       (313,059)            (236,740)

Assets                                   358,641                   59

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

Segment (loss) from operations                                        $(549,799)

Consolidated (loss) from continuing operations                         (549,799)

Segment assets                                                          358,700

Consolidated total assets                                               358,700

            See Accompanying Notes and Independent Auditors' Report.


                                       15
<PAGE>

                             STEIN'S HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 19 SEGMENT REPORTING (CONTINUED)

      At December 31, 1999, the Company had three reportable segments:

            Stein's Holdings, Inc. - Trading securities.

            20/20 Web Design, Inc. - Web design and management of subsidiary
            company operations.

            Stein Cake Box, Inc. - Sales of bakery products.

      Segment results for 1999 are as follows:

                                  Stein's           20/20 Web       Stein's Cake
                               Holdings, Inc.      Design, Inc.       Box, Inc.
                               --------------      ------------     ------------

Net sales                        $ (34,053)         $  2,500          $ 28,136

Income (loss) from
  operations                      (206,429)          (35,437)              527

Assets                             566,343               137           508,477

Capital expenditures                15,626                 0           480,204

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

Segment (loss) from operations                                      $  (248,847)

Consolidated (loss) from operations                                    (248,847)

Segment assets                                                        1,074,957

Consolidated total assets                                             1,074,957

NOTE 20 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.

            See Accompanying Notes and Independent Auditors' Report.


                                       16
<PAGE>

                             STEIN'S HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 20 DISCONTINUED OPERATIONS (CONTINUED)

      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

NOTE 21 COMPUTATION OF EARNINGS PER SHARE

                                                                      Restated
                                                        2000            1999
                                                    -----------     -----------
From continuing operations

     Net (loss) from continuing operations          $  (354,142)    $  (248,847)
                                                    -----------     -----------
     Weighted average number of common
        Shares outstanding                            4,401,166       4,401,166

     (Loss) per share                               $      (.08)    $      (.06)

From discontinued operations

     Net (loss) from discontinuing operations       $  (195,657)    $       526
                                                    -----------     -----------
     Weighted average number of common
        Shares outstanding                            4,401,166       4,401,166

     (Loss) per share                               $      (.04)    $       .00

NOTE 22 CONTINGENCY

      The Company is contingently liable on a $25,000 guarantee on Stein's
      Bakery lease. Since Stein's Bakery filed for bankruptcy protection, it is
      not know if the guarantee will be assessed against the Company. As of
      December 31, 2000, the Company has not accrued any liability for this
      contingency.

NOTE 23 RESTATEMENT OF COMMON STOCK

      In 1999, the Company effected a 200- to- 1 reverse stock split. The stock
      split has been retroactively recorded in the financial statement as if it
      occurred at the date of inception.

            See Accompanying Notes and Independent Auditors' Report.


                                       17
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Crown Partner's, Inc. (formerly Stein's Holding, Inc.)
Woodland Hills, California

We have audited the accompanying consolidated balance sheet of Crown Partner's,
Inc. (formerly Stein's Holding, Inc.) as of December 31, 2001, 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 these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Crown Partner's, Inc. (formerly
Stein's Holdings, Inc.) as of December 31, 2001, and the results of its
operations and its cash flows for the year then ended, in conformity with
accounting principles generally accepted in the United States.


Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com

March 29, 2002
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Stein's Holding, Inc. and Subsidiary
Woodland Hills, California

We have audited the accompanying statements of operations, stockholders' equity
(deficit), and cash flows for the year ended December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of Crown's operations and its cash flows for
the year then ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.


Moffitt & Company, P.C.
Scottsdale, Arizona

January 11, 2001
<PAGE>

                              CROWN PARTNER'S, INC.
                        (FORMERLY STEIN'S HOLDINGS, INC.)
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2001

                                     ASSETS

Current assets:
  Cash                                                             $     5,232
  Trading securities                                                     3,546
  Notes receivable - related entity                                     35,811
  Prepaid assets                                                         4,000
                                                                   -----------
      Total current assets                                              48,589

Property and equipment, net                                            422,536

Goodwill, net of accumulated amortization                               23,289

Deposits                                                                17,703
                                                                   -----------
                                                                   $   512,117
                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable:
    Trade                                                          $   211,600
    Related entity                                                      29,154
  Notes payable                                                        147,948
                                                                   -----------
    Total current liabilities                                          388,702
                                                                   -----------

STOCKHOLDERS' EQUITY:
Convertible preferred stock, $10 par value, 10,000,000 shares
  authorized, no shares issued and outstanding                              --
Common stock, $.001 par value, 50,000,000 shares
  authorized, 7,068,714 shares issued and outstanding                    7,069
Additional paid in capital                                           3,655,551
Accumulated deficit                                                 (3,539,205)
                                                                   -----------
  Total Stockholders' Equity                                           123,415
                                                                   -----------
                                                                   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $   512,117
                                                                   ===========

                See accompanying summary of accounting policies
                and notes to consolidated financial statements.
<PAGE>

                              CROWN PARTNER'S, INC.
                        (FORMERLY STEIN'S HOLDINGS, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        For the Years Ended December 31,

<TABLE>
<CAPTION>
                                                                  2001              2000
                                                               -----------       -----------
<S>                                                            <C>               <C>
Gains (losses) on trading securities                           $   (34,146)      $    98,287
Dividends, interest and other                                        1,453             6,462
                                                               -----------       -----------
  Total                                                            (32,693)          104,749

Costs and Expenses:
  General and administrative                                       591,299           520,160
  Interest expense                                                   2,669            17,831
                                                               -----------       -----------
                                                                   593,968           537,991
                                                               -----------       -----------

Net loss before income taxes and discontinued operations:         (626,661)         (433,242)

Provision (benefit) for income taxes                               157,900           (79,100)

                                                               -----------       -----------
Loss before discontinued operations                               (784,561)         (354,142)

Discontinued operations:
  Loss on liquidation of investment in Stein's
  Cake Box, Inc.                                                        --          (195,657)
  Loss from continuing operations of Stein's Cake
  Box, Inc.                                                             --                --
                                                               -----------       -----------
                                                                        --          (195,657)
                                                               -----------       -----------

                                                               -----------       -----------
Net loss before minority interest                                 (784,561)         (549,799)

Minority interest in loss of subsidiaries                               --            38,948

                                                               -----------       -----------
Net loss                                                       $  (784,561)      $  (510,851)
                                                               ===========       ===========

Net loss per share:
                                                               -----------       -----------
  Net loss basic and diluted                                   $     (0.16)      $     (0.12)
                                                               ===========       ===========

Weighted average shares outstanding:
  Basic and diluted                                              4,923,700         4,401,166
                                                               ===========       ===========
</TABLE>

                See accompanying summary of accounting policies
                and notes to consolidated financial statements.
<PAGE>

                              CROWN PARTNER'S, INC.
                        (FORMERLY STEIN'S HOLDINGS, INC.)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      For the Years Ended December 31, 2001

<TABLE>
<CAPTION>
                                      Common stock           Additional
                                  ---------------------       paid in        Accumulated
                                   Shares        Amount       capital          deficit           Total
                                  ---------      ------      ----------      -----------       ---------
<S>                               <C>            <C>         <C>             <C>               <C>
Balance,
  December 31, 1999               4,401,166      $4,401      $2,924,005      $(2,243,793)      $ 684,613

Net loss                                 --          --              --         (510,851)       (510,851)
                                  ---------      ------      ----------      -----------       ---------

Balance,
  December 31, 2000               4,401,166       4,401       2,924,005       (2,754,644)        173,762

Issuance of common stock for
services                          1,334,214       1,335         319,545               --         320,880

Issuance of common stock in
connection with acquisition       1,333,334       1,333         412,001               --         413,334

Net loss                                 --          --              --         (784,561)       (784,561)
                                  ---------      ------      ----------      -----------       ---------

Balance,
  December 31, 2001               7,068,714      $7,069      $3,655,551      $(3,539,205)      $ 123,415
                                  =========      ======      ==========      ===========       =========
</TABLE>

                See accompanying summary of accounting policies
                and notes to consolidated financial statements.
<PAGE>

                              CROWN PARTNER'S, INC.
                        (FORMERLY STEIN'S HOLDINGS, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        For the Years Ended December 31,

                                                          2001           2000
                                                       ---------      ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                               $(784,561)     $(510,851)
Adjustments to reconcile net deficit to cash used
  by operating activities:
Depreciation and amortization                             14,044          4,483
Minority interest in loss of subsidiary                       --        (38,948)
Loss on investment in subsidiary                              --        195,656
Common stock for services                                320,880             --
Net change in:
  Trading securities                                     136,366        253,975
  Accounts receivable                                         --         28,136
  Prepaid assets                                         (21,703)           507
  Accounts payable                                       133,200         87,906
  Accrued expenses                                            --            443
  Deferred income taxes                                  157,900        (44,190)
                                                       ---------      ---------

CASH FLOWS USED IN OPERATING ACTIVITIES                  (43,875)       (22,882)
                                                       ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                                   (2,649)        (2,751)
  Changes in loans receivable                            (20,238)        22,927
  Acquisition of subsidiary                                   --        (63,074)
                                                       ---------      ---------

CASH FLOWS USED IN INVESTING ACTIVITIES                  (22,887)       (42,898)
                                                       ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net borrowings on margin accounts payable              (67,938)        67,938
  Proceeds (payments) on notes payable                   139,603         (5,000)
                                                       ---------      ---------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES               71,665         62,938
                                                       ---------      ---------

NET INCREASE (DECREASE) IN CASH                            4,903         (2,842)
Cash, beg. of period                                         329          3,171
                                                       ---------      ---------
Cash, end of period                                    $   5,232      $     329
                                                       =========      =========

SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                        $      --      $  15,831
  Income taxes paid                                    $      --      $      --

NONCASH TRANSACTION:
  Acquisition of subsidiary for common stock           $ 413,334      $      --

                See accompanying summary of accounting policies
                and notes to consolidated financial statements.
<PAGE>

                              CROWN PARTNER'S, INC.
                        (FORMERLY STEIN'S HOLDINGS, INC.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Crown Partners', Inc. (formerly Stein's Holdings, Inc.), a Nevada corporation,
was incorporated on November 3, 1986. The Company was originally incorporated as
Ed Phills, Inc. and its name was changed to Vegas Ventures, Inc., Telemall
Communications, Inc. and subsequently to Stein's Holdings, Inc. The Company was
a development stage company until 1999, when it acquired the following companies
and became an active company:

Multi-Source Capital Ltd. - Merged into Stein's Holdings, Inc. in May 1999.

20/20 Web Design, Inc. - The Company acquired 80% ownership in this company in
March 1999.

In September 2000, the Company acquired 90% ownership in Universal Services and
Acquisitions, Inc.

In November 2001, the Company acquired 100% of Sanitec Services of Hawaii, Inc.

Nature of Business

Crown Partners', Inc. (formerly Stein's Holdings, Inc.) main activities and
sources of income are derived from daily trading in the stock markets.

20/20 Web Design, Inc. and Universal Services and Acquisitions, Inc. are in the
business of managing and acquiring subsidiary companies.

Sanitec Services of Hawaii, Inc.("Sanitec") processes medical waste. Currently,
Sanitec has not begun operations.

Principles of Consolidation

The December 31, 2001 consolidated financial statements include the accounts of
the Company's majority owned subsidiaries. All significant intercompany
transactions and balances have been eliminated. The Company's consolidated
financial statements include the results of operations from the respective dates
of acquisition through divestiture or December 31, 2001, as applicable.

Trading Securities

The Company has adopted Statement of Financial Accounting Standards No. 115.
This statement requires that trading securities be recorded as follows:

A. Balance sheet - recorded at fair market value as a current asset.

B. Unrealized holding gains and losses - included in the statement of income as
current earnings.

C. Dividends and interest income - included in the statement of income as
current earnings.

D. Cash flows from purchase, sales, and maturities of trading securities shall
be classified as cash flows from operating activities.
<PAGE>

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.

The Company depreciates its property and equipment for financial reporting
purposes using the straight-line method based upon the following useful lives of
the assets:

      Computer hardware      5 years
      Computer software      3 years

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the balance sheet. Actual results could differ from those estimates.

Income Taxes

The asset and liability approach is used to account for income taxes by
recognizing deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
bases of assets and liabilities. Crown records a valuation allowance to reduce
the deferred tax assets to the amount that is more likely than not to be
realized.

Recent Accounting Pronouncements

Crown does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on Crown's results of operations, financial
position or cash flow.

Compensated Absences

Employees of the corporation are entitled to paid vacations, sick days and other
time off depending on job classification, length of service and other factors.
The accrued vacation pay during each period presented is considered immaterial
and accordingly, no liability has been recorded in the accompanying financial
statements.
<PAGE>

Net Loss Per Share

Basic earnings (loss) 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 reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock.

NOTE 2 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company estimates that the fair value of all financial instruments at
December 31, 2001 and 2000, 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 judgment 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.

NOTE 3 - NOTE RECEIVABLE

The Company has a note receivable due from a related entity. The note is
non-interest bearing and is due upon demand.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                           2001         2000
      Medical waste equipment            $415,983      $    --
      Computer equipment                   18,377       18,377
                                         --------      -------
                                          434,360       18,377
      Less accumulated depreciation        11,824        9,424
                                         --------      -------
                                         $422,536      $ 8,953
                                         ========      =======

The depreciation expense for the years ended December 31, 2001 and 2000 was
$2,400 and $4,263, respectively.

NOTE 5 - GOODWILL

Goodwill represents the excess of the purchase price of Universal Services and
Acquisitions, Inc. over the fair value of the Company's net assets and is being
amortized on a straight-line basis over three years.

The Company recorded $11,644 of amortization for the year ended December 31,
2001.
<PAGE>

NOTE 6 - NOTES PAYABLE

The notes payable are unsecured, bearing interest at 10% and are due upon
demand.

NOTE 7 - INCOME TAXES

Temporary differences that give rise to the deferred tax assets or liabilities
at December 31, 2001 and 2000 are as follows:

      Deferred tax asset
      Net operating loss carryforward                              723,000
      Deferred tax liabilities                                      (6,000)
                                                                 ---------
                                                                   717,000
      Valuation allowance                                         (717,000)
                                                                 ---------
      Net deferred tax asset                                     $      --
                                                                 =========

The provision (benefit) for income taxes for the years ended December 31, 2001
and 2000 consists of the following:

                                             2001                  2000
                                           ---------             --------
      Federal
        Current                            $      --             $     --
        Deferred                             157,900              (79,100)
                                           ---------             --------
                                           $ 157,900             $(79,100)
                                           =========             ========

A reconciliation of income tax expense (benefit) using the statutory federal
income tax rate of 34% to the actual income tax expense (benefit) for the years
ended December 31, 2001 and 2000 is as follows:

                                                           2001          2000
                                                        ---------     ---------
      Federal tax expense (benefit at statutory rate
                                                        $(213,065)    $      --

      Tax refund on net operating loss carryforward            --      (79,100)
      Change in valuation allowance                       213,065           --
                                                        ---------     ---------
                                                        $      --     $ (79,100)
                                                        =========     =========

The net deferred tax asset generated by the loss carry-forward has been fully
reserved. The cumulative net operating loss carry-forward is approximately
$2,125,000 at December 31, 2001, and will expire in the years 2002 through 2021.

NOTE 8 - RENT

The Company rents its facilities on a month to month basis from an affiliated
company. The rent expense for the years ended December 31, 2001 and 2000 was
$33,686 and $43,404, respectively.
<PAGE>

NOTE 9 - ACQUISITIONS

In November 2001, the Company acquired 100% of the outstanding capital stock
Sanitec Services of Hawaii, Inc. for 1,333,334 shares of common stock The
transaction was accounted for as a purchases. The common stock has been valued
at $0.31 per share, the estimated fair value at the date of issuance. Sanitec
has equipment which is used to process medical waste.

The purchase price was allocated to the acquired assets and liabilities based
upon an estimate of fair values at the date of acquisition. The financial
results and operations of Sanitec have been included in the Company's
consolidated financial statements since the effective date of acquisition.

The purchase price of the acquisition of the acquisition has been allocated as
follows:

                                                               Fair Value
      Purchase consideration                                    $ 413,334

      Medical waste equipment                                     415,983
      Prepaid assets and deposits                                  21,703
      Accounts payable                                            (24,352)
                                                                ---------
      Fair value of net assets acquired                         $ 413,334
                                                                =========

On September 30, 2000, the Company completed its acquisition of Universal
Services and Acquisitions, Inc. (Universal). Universal is in the business of
managing and acquiring subsidiary companies. The acquisition was recorded under
the purchase method of accounting, included the purchase of 20,092,500 shares of
stock for $29,000 plus assumed liabilities. A portion of the purchase price has
been allocated to assets acquired and liabilities assumed based on estimated
fair market value at the date of acquisition with the balance allocated to
goodwill. Pro forma statements of operations reflecting this acquisition are not
shown as such disclosure is not material.

The following presents the unaudited pro forma results of operations of the
Company for the year ended December 31, 2000, as if the acquisitions of had
occurred on January 1, 2000:

                                                         For the years ended
                                                             December 31,
                                                      -------------------------
                                                        2001            2000
                                                      ---------       ---------
                                                             (unaudited)
      Pro forma revenues                              $ (32,693)      $ 104,749
      Pro forma operating loss                         (761,867)       (724,651)
      Pro forma net loss                               (919,767)       (802,260)

      Pro forma basic and diluted loss per share      $   (0.15)      $   (0.14)

The information is not necessarily indicative of the results of operations and
financial position of the Company as they may be in the future or as they might
have been had the business combinations been consummated as of January 1, 2000.
<PAGE>

NOTE 10 DISCONTINUED OPERATIONS

In February 2000, Crown's investment in Stein's Cake Box, Inc. ("Stein's Cake
Box") was discontinued. The investment was written off as worthless. Stein's was
in the business of selling bakery products to retail establishments in the
Dallas Texas metropolitan area.

Stein's Cake Box revenue for the year ended December 31, 2000 was $28,136. Net
loss from operations was $34,910, net of income tax benefit of $0 for the year
ended December 31, 2000.

There are no remaining assets of Stein's Cake Box as of December 31, 2000.

NOTE 11 CONTINGENCY

The Company is contingently liable on a $25,000 guarantee on Stein's Bakery
lease. Since Stein's Bakery filed for bankruptcy protection, it is not known if
the guarantee will be assessed against the Company. As of December 31, 2001, the
Company has not accrued any liability for this contingency.