SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-KSB



[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES
EXCHANGE ACT OF 1934



[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES
EXCHANGE ACT OF 1934



For
the fiscal year ended: December 31, 2003



Commission
file number 000-30085



HESPERIA
HOLDING, INC.

(Exact
name of registrant as specified in its charter)



|Nevada                                   | 88-0453327         
|---------------------------------------- | -------------------
|(State
or other jurisdiction of          | (I.R.S. Employer   
|incorporation
or organization)           | Identification No.)
|                                        
|9780
E. Avenue                          
|Hesperia,
California                     | 92345              
|(Address
of principal executive offices) | (zip code)         



Issuer's
Telephone Number:(760) 244-8787



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

None



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

Common
Stock, $.001 par value

(Title
if Class)



Indicate
by check mark whether the registrant (a) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (b) has been subject to such filing requirements for
the past 90 days. Yes XNo



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

---

The
number of shares of Common Stock, $0.001 par value, outstanding on February 29,
2004, was 11,538,117 shares, held by approximately 48 stockholders.



The
issuer's revenues for its most recent fiscal year ended December 31, 2003 were
$8,141,656.



Transitional
Small Business Disclosure Format (check one): Yes ______ NoX __



---

HESPERIA
HOLDING, INC.

FOR
THE FISCAL YEAR ENDED

December
31, 2003



Index
to Report

on
Form 10-KSB





|PART
I       |                                                                                                        | Page
|------------ | ------------------------------------------------------------------------------------------------------ | ----
|             |                                                                                                        |     
|Item
      1 | Business                                                                                               | 1   
|Item
      2 | Properties                                                                                             | 8   
|Item
      3 | Legal Proceedings                                                                                      | 9   
|Item
      4 | Submission of Matters to a Vote of Security Holders                                                    | 9   
|            
|PART
II     
|            
|Item
5.      | Market for
Registrant's Common Equity and Related Stockholder Matters                                  | 9   
|Item
      6 | Management's Discussion and Analysis of Financial Conditions
        and
        Results of Operations | 13  
|Item
7       | Financial Statements and Supplementary Data                                                            | 17  
|Item
8       | Changes in and Disagreements With Accountants on Accounting 
and
Financial Disclosure                  | 17  
|Item
8A      | Controls and Procedures                                                                                | 17  
|             |                                                                                                        |     
|PART
III    
|            
|Item
9       | Directors and Executive Officers of the Registrant                                                     | 18  
|Item
10      | Executive Compensation                                                                                 | 21  
|Item
11      | Security Ownership of Certain Beneficial Owners and Management                                         | 22  
|Item
12      | Certain Relationships and Related Transactions                                                         | 23  
|Item
13      | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                        | 25  
|Item
14      | Principal Accountant Fees and Services                                                                 | 26  
|             |                                                                                                        |     
|SIGNATURES   |                                                                                                        | 28  

---

This
form 10-KSB contains forward-looking statements within the meaning of the
federal securities laws. These forward-looking statements are necessarily based
on certain assumptions and are subject to significant risks and uncertainties.
These forward-looking statements are based on management's expectations as of
the date hereof, and the Company does not undertake any responsibility to update
any of these statements in the future. Actual future performance and results
could differ from that contained in or suggested by these forward-looking
statements as a result of factors set forth in this Form 10-KSB (including those
sections hereof incorporated by reference from other filings with the Securities
and Exchange Commission), in particular as set forth in the "Management's
Discussion and Analysis and Results of Operation" under Item 6.



In
this form 10-KSB references to "HESPERIA", "the Company",
"we," "us," and "our" refer to HESPERIA HOLDING,
INC.



PART
I



ITEM
1. DESCRIPTION OF BUSINESS



(a)
General Business Development



Hesperia
Holding, Inc. (formerly Saveyoutime.com, Inc.) entered into a merger agreement
dated January 20, 2003 (the "Merger Agreement") with Hesperia Holding
Corp., a California corporation. Pursuant to the terms of the Merger Agreement,
Hesperia Holding Corp. merged with and into Hesperia Holding, Inc. on April 10,
2003.



The
Merger was consummated on April 10, 2003, at which time a Certificate of Merger
was filed in the State of Nevada and State of California. Under the terms of the
Merger, the Company issued 10,415,845 shares of its common stock to the
stockholders of Hesperia Holding Corp. in exchange for 100% of the issued and
outstanding common stock of Hesperia Holding Corp. The then sole stockholder of
the Company retained 50,000 shares of common stock and cancelled 6,454,370
shares resulting in 10,465,845 being issued and outstanding. The shares of
common stock exchanged in the merger were issued unrestricted without
registration under the Securities Act of 1933, as amended (the "Securities
Act"), in reliance upon the exemption from registration provided by Section
3(a)(10) of the Securities Act.



Hesperia
Holding Corp. (Hesperia Holding) was formed in July 2002, as a California
corporation, and was a holding company for its subsidiary, Hesperia Truss, Inc.
(Hesperia Truss) which was formed in 1996. Hesperia Truss, a prefabricated wood
truss manufacturer, provides custom designed wood trusses to the residential
construction market.



(b)Our
Business



Concurrent
  with the closing of the Merger with Hesperia Holding Corp. our business is now
  being conducted through Hesperia Truss, Inc., and Pahrump Valley Truss, Inc.
  ("PVI"). wholly owned subsidiaries of the Company.



1

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Pahrump
Valley Truss, Inc. ("PVI").



Pahrump
Valley Truss, Inc. ("PVI") is currently inactive.



Hesperia
Truss, Inc. (HTI)



Established
Customer Base & Relationship. HTI targets
primarily General Contractors, Framing Contractors, Owner Builders and Resale
Distributors engaged in residential construction. HTI focuses on developing and
maintaining strong relationships with local contractors, developers, builders,
architects and engineers. General Contractors and Framing Contractors generally
are high-volume, repeat customers who require on-time job site delivery.



HTI
has an established track record and brand presence, and possesses a reputation
for performance within California as well as Nevada and Arizona. It maintains a
solid base of quality suppliers and customers, many of whom have been with it
since inception. HTI has developed relationships with such reputable names as
Washington Pacific Lumber and Computrus.



More
than 60% of HTI's business is conducted with existing customers, evidencing
both high customer satisfaction and strong customer relations. Since HTI often
manufacturers to specifications, business contracts are secured through a
bidding or highly negotiated process.



Industry
Expertise.HTI's corporate leadership has extensive
experience in the truss manufacturing industry with over 50 years of aggregate
manufacturing experience.



The
Company employs skilled and loyal employees who possess a depth of industry
experience and extensive expertise in their respective disciplines.



Industry
Growth.With a low interest rate, the construction
market is in position to experience tremendous growth.



The
projected construction growth rate between 2001 and 2004 is 1.1% annually.



Weak
Rivalry In Truss Manufacturing.It is difficult to
enter the truss manufacturing market without having prior industry knowledge and
a significant number of contacts. This makes it extremely difficult for new
entrants and competitors to enter the truss market.



Barriers
Of Entry For Competition.Only a handful of companies
compete in HTI's metro area; however, in the past it has lost customers over
price differences. But, HTI has continued to increase revenues and maintains a
strong position because of its distribution channels (retail - Lowe's Home
Improvement Center, Contractors Warehouse and Ace Hardware; direct - general
contractors, developers, homeowners and framers).



2

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Products
and Services



- Floor Trusses - Floor trusses are used for multi-story structures, and as
      such are used as substitutes for floor Joints. HTI specializes in
      producing floor trusses for all size projects - up to 30 feet long and 28
      inches deep, While floor trusses are more cost-effective for most projects
      than other engineered joists, each truss is custom designed to fit its
      respective project to specifications. The floor trusses are open web,
      providing space for plumbing, electrical and ductwork.
- Roof Trusses - Roof trusses are used for both single-story and multi-story
      structures.

Both
floor and roof trusses are more cost-effective than conventional floor and roof
framing. Wood trusses enable ease of handling and work, and have also become
standard within the construction industry.



Operations



HTI's
operation is set up to design, manufacture and transport floor and roof trusses.
The following describes the process in which it receives orders, develops plans,
manufactures and ships its goods:



1. Receive Bid Proposal - HTI has a dedicated salesperson
        continually soliciting new business from general, residential, custom
        and tract, as well as commercial contractors. The salesperson calls on
        previous customers as well as on new contractors located through the
        Yellow Pages and referrals. He then receives bid proposals, which are
        given to the engineering / bid department.
2. Accurately Develop Bid - HTI generally structures its bids based
        on the cost of lumber. The engineering / drafting department receives
        design plans from the contractor and then gauges the amount of lumber
        needed to manufacture the necessary trusses. The bid proposal takes
        approximately one day to develop.
3. Prepare Design Schematics - HTI develops truss layouts using
        architectural blueprints supplied by contractors, building owners or
        framers. HTI uses Computrus software to design the truss layout. It then
        produces tangible blueprints used to manufacture the trusses in the
        yard. It takes approximately one day to prepare the design schematics.
4. Manufacture Trusses - Once the cutting / production department
        receives the blueprints it cuts the wood to the specifications on the
        design blueprints. The cut pieces of lumber are then brought to the
        production area where builders fit the different wood pieces together
        with metal connectors. To completely fasten the different components,
        the entire truss is fed through a roller machine, which presses all the
        metal bindings firmly to the wood. The finished trusses are then held
        until delivery. The number and size of orders determines the length of
        time to fulfill any particular contract.

3

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1. Distribution of Trusses to Customer - All the trusses are loaded
        on a delivery truck and shipped to the building site.

Suppliers



HTI
is serviced by a diverse supplier base. It has ready access to alternate
suppliers for each product type. The following table lists its major suppliers:



Supplier
    Product
      Service
    Length
      of Relationship
    %
      of Annual PurchaseBurns
      Lumber
    Lumber
    7
      Years
    28%Universal
      Forest Products
    Lumber
    3
      Years
    12%Washington
      Pacific
    Lumber
    7
      Years
    12%Computrus
    Engineering
      & Metal Plates
    8
      Years
    13%


- Burns Lumber - HTI uses Burns Lumber because it is a reliable and less
      expensive source of lumber than others. HTI receives approximately two
      truck loads of lumber per week from Burns.
- Computrus, Inc. - Computrus provides metal connector plates and
      proprietary software for the development and design of truss lay-outs.

In
addition to the list above, HTI utilizes the following suppliers:

- Hesperia Wholesale Lumber
- Weyerhaeuser
- Seemac, Inc.
- Valley Lumber

Markets
and Customers



HTI
primarily caters to general contractors. Contractors tend to prefer using
trusses because they provide a stable roof structure, and are easy to use,
install and adjust to specifications. The following table outlines HTI's
primary markets and the products it provides to each market. As a result of HTI's
outstanding industry reputation, all of its business lines are growing.



|Market                    | Product
      Service
|------------------------- | ---------------------
|General
      Contractors | Trusses              
|Framing
      Contractors | Trusses              
|Owner
      Builders      | Trusses              
|Resale
      Distributors | Trusses              

- General Contractors - HTI sells the majority of its trusses to general
      contractors of custom and track residential homes as well as commercial
      building contractors.
- Framing Contractors - Framing contractors are the second largest revenue
      generating market for HTI. These contractors focus only on trusses. They
      are subcontracted by general contractors to Install only trusses for
      buildings.

4

---

- Owner Builders - Owner builders represent 10% of
    HTI's revenue. These
      customers are individual building owners who need to redo their roof and
      roof structures. They come to Hesperia with specific blueprints and HTI
      manufactures trusses to their specifications.
- Resale Distributors - Resale distributors represent the smallest market in
      which HTI caters. Resale distributors are large businesses that purchase
      prefabricated trusses from HTI for resale.

> 

Geographic
Region



HTI
provides its trusses to a growing region. The following table identifies HTI's
geographical regions:





|Geographic
      Region
|-----------------------
|California             
|Southern
      Nevada  
|Arizona                

Customers



Over
the last few years HTI conducted a majority of its business with repeat
customers. Its significant customers are indicated below:



|Customer                         | Market                                  | Length
      of Relationship
|-------------------------------- | --------------------------------------- | ----------------------------
|Classic
      Homes              | Custom
      Residential                | 10
      Years              
|Hillcrest
      Framing Inc.     | Residential
      Tract                 | 8
      Years               
|Redrock
      Builders           | Custom
      Commercial and Residential | 8
      Years               
|Howard
      Roberts Development | Residential
      Tract                 | 5
      Years               
|Nichols
      Lumber             | Residential
      Retail                | 6
      Years               
|O'Conner
      Development       | Custom
      residential                | 10
      Years              
|Sunbelt
      Construction       | Custom
      and Tract Residential      | 6
      Years               

- Classic Homes - Classic Homes is a custom residential and tract
        developer in the Southern Nevada region.
- Hillcrest Framing Inc. - Hillcrest Framing Inc. is a residential tract
        subcontractor servicing large track developers in the Southern
        California Inland Empire region.
- Redrock Builders - Redrock Builders is a custom commercial and
        residential developer in the Southern Nevada region.
- Howard Roberts Development Corp. - Howard Roberts Development Corp. is
        a residential tract developer in the San Bernardino area of Southern
        California.
- Nichols Lumber - Nichols Lumber is a retail and commercial home
        improvement outlet in the Greater Los Angeles area.
- O'Conner Development - O'Conner Development is custom residential
        developer in the High Desert region of Southern California.
- Sunbelt Construction - Sunbelt Construction is a customer residential
        developer in the Yucca Valley region of California.



5

---

Sales
and Marketing



HTI
does not actively market its products; rather, it relies on word-of-mouth and a
single dedicated salesperson to obtain new clients. The majority of bid
proposals are received through referrals. The single salesperson contacts
contractors through industry contacts and the phone book, as well as referrals
from other contractors.



Direct
Selling



Since
its inception, HTI has established extensive personal contacts in the
construction industry. HTI considers any individual who has direct contact with
a customer via personal, phone, letter or any other mode of contact, as a
salesperson. HTI trains its employees as though they are salespeople, teaching
them to always portray themselves as its representatives.



Personnel



Currently
HTI employs 100 individuals as follows:



|Function
      Department            | Number
      of Full-Time Employees | Annual
      Wages
|------------------------------------ | ----------------------------------- | ------------------
|Officers
      and Senior Management | 4                                   | $421,200          
|Drafting
      / Engineering         | 3                                   | $132,324          
|Cutting
      / Production           | 3                                   | $101,528          
|Sales                                | 1                                   | $77,490           
|Accounting
      / Secretarial       | 3                                   | $58,570           
|Sawyers                              | 5                                   | $72,472           
|Truck
      Drivers                  | 4                                   | $138,549          
|Truss
      Builders                 | 77                                  | $1,624,124        
|Total                                | 100                                 | $2,626,257        



HTI's
employee count has fluctuated over the last five years. It employed 62 people in
1998, 87 in 1999, 60 in 2000 and 2001, 80 in 2002 and presently has a total of
100 employees. Hesperia has employee tenure of approximately 2.5 years. This is
primarily due to the comfort employees have in consistent work. Management has
set a standard to provide steady work in a time of uncertainty.



Industry
Outlook



California
Economic Outlook



Longer-Term
Forecast (2004 through 2007) - The longer-term forecast assumes that California's
economy will continue to expand at a healthy pace through 2007, and that
employment and income will again outpace the nation. Supporting this positive
long-term outlook is California's dominant position in key "new
economy" industries.



6

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Construction
Industry Structural Factors



The
construction industry is cyclical, since it provides what is essentially a
capital asset. Demand for both residential and nonresidential construction is
affected by interest rates as well as the overall level of economic activity.
The relative contribution of residential and nonresidential construction also
varies over the business cycle. Barriers to entry in the industry are moderate.
There are many self-employed individuals in the industry workforce, and the
number of firms shows significant response to expansions and contractions in
construction industry demand.



Inland
Empire Outlook



The
Inland Empire, usually defined as Riverside and San Bernardino Counties, is one
of Southern California's fastest growing economies. If it were a state, its
$60 billion in total personal income would rank 32nd, just behind Kansas. The
Inland Empire is economically less advanced and affluent than Southern
California's coastal areas, but it has considerably more open space for new
housing (the principle reason for its population growth) and industrial
expansion. A disproportionate amount of construction activity contributing
additional housing and commercial real estate serving the Los Angeles and
Southern California area metroplex will take place in the Inland Empire and the
High Desert, since this is where the available land and open space is located.
The area also has lower land and labor costs. The Ontario airport and the
possible future increased utilization of the airport in Victorville will support
this region's increased contribution as a distribution center for Southern
California.



The
Inland Empire sustains over 950,000 jobs. This accounts for 12% of all jobs in
Southern California. The Inland Empire, as a whole, recorded very healthy
residential and nonresidential construction growth - up 16.9% for new housing
units and 10.5% in nonresidential activity. To some extent this growth
represents a spillover effect of strong employment expansion in neighboring
areas such as Orange and San Diego counties.



Industry
Growth



In
2000 the construction growth rate was 11%. The projected construction growth
rate between 2001 and 2004 is 1.1% annually, just below the GDP's 2% growth. A
key factor affecting the growth rate for the next five years is interest rate
activity. Overall forecasts for future interest rates assume only modest
inflation, which have and may continue to lead to lower interest rates and a
fairly good macroeconomic climate for construction. Nonresidential building is
forecasted to increase 2% over 2001.



Business
Risks



In
the normal course of business, our financial position will routinely be
subjected to a variety of risks, including market risks associated with interest
rates, new home construction, vendor reliability, competitive forces, and
government regulatory actions. You should carefully consider the risks and
uncertainties described in the sections below and the sections entitled
Competition, and Industry Outlook sections of this Annual Report on Form 10-KSB.
Our actual results could differ materially from projected results due to some or
all of the factors discussed below.



7

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We
need to raise additional capital for our operating plan. Our business would be
harmed if we were unable to do so on acceptable terms.



We
currently anticipate that our existing capital resources and cash flows from
operations will enable us to maintain our currently planned operations for the
foreseeable future. However, our current operating plan entails extensive growth
in our industry, requiring us to raise capital through equity or debt, which
plan may change as a result of many factors, including general economic
conditions affecting the United States economy which are beyond our control. If
we are unable to generate cash from the sale of equity or from debt financing or
maintain positive operating cash flows and operating income in the future, we
may need additional funding. We may also choose to raise additional capital due
to market conditions or strategic considerations even if we believe that we have
sufficient funds for our current or future operating plans. If additional
capital were needed, our inability to raise capital on favorable terms would
harm our business and financial condition. To the extent that we raise
additional capital through the sale of equity or debt securities convertible
into equity, the issuance of these securities could result in dilution to our
stockholders.



A
prolonged economic downturn could result in reduced sales and lower revenues and
profitability.



Purchases
of wood products, primarily trusses utilized in new construction, may be
affected by prolonged, negative trends in the general economy that adversely
affect consumer spending. Any reduction in consumer confidence in general may
affect companies in the home manufacturer process. In addition, due to our
capital needs for growth, we are more susceptible to some of these adverse
economic effects than are some of our competitors, which have greater financial
and other resources than we do.



Terrorism
and the war in Iraq may have a material adverse effect on our operating results.



Terrorist
attacks, such as the attacks that occurred in New York and Washington, D.C. on
September 11, 2001, and other acts of violence or war may affect the operations
of the United States securities markets, the markets in which we operate and our
operations and profitability. Further terrorist attacks against the United
States or U.S. businesses may occur. The potential near-term and long-term
effect these attacks may have for our customers, the markets for our services
and the U.S. economy are uncertain. The consequences of any terrorist attacks,
or any armed conflicts which may result, are unpredictable, and we may not be
able to foresee events that could have an adverse effect on our business.



ITEM
2. DESCRIPTION OF PROPERTY



The
principal executive offices of the Company are located at: 9780 E Avenue,
Hesperia, California 92345. Its telephone number is (760) 244-8787.



8

---

The
Company leases office spaces and manufacturing fields from its principal
stockholders on a month-to-month basis in Hesperia, California and Pahrump,
Nevada. Monthly rentals under the leases are $2,000 and $2,556, respectively.
Rental expense charged to operations during the year ended December 31, 2003 is
$31,667.



ITEM
3. LEGAL PROCEEDINGS



We
are not presently a party to any material litigation, nor to the knowledge of
management is any litigation threatened against us which may materially affect
us.



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



No
matters were submitted to a vote of stockholders in the forth quarter of fiscal
2003. However, on January 20, 2003, we received a majority consent of our
stockholder, in lieu of a special stockholders meeting, to approve the terms and
conditions of the Merger between the Company and Hesperia Holding Corp. Under
the terms of the Merger Agreement, the following occurred on March 26, 2003:

- Hesperia Holding Corp. merged with Saveyoutime.com, Inc.;
- Saveyoutime.com, Inc. changed its name to Hesperia Holding, Inc.
- Hesperia Holding, Inc. issued 10,415,845 shares of common stock to the
      stockholders of Hesperia Holding Corp. in exchange for their shares
      outstanding of Hesperia Holding Corp. in a transaction exempted under Rule
      3(a)(10) of the Securities Act;
- The sole stockholder of Hesperia Holding, Inc. cancelled 6,454,370 shares
      of common stock held by the sole stockholder;
- The sole director and officer of Hesperia Holding, Inc., on April 10,
      2003, approved Donald M. Shimp, Mark Presgraves, and Fred Smith to the
      board of directors.

PART
II



ITEM
        5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Reports
to Security Holders. We are a reporting company with
the Securities and Exchange Commission, or SEC. The public may read and copy any
materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth
Street N.W., Washington, D.C. 20549. The public may also obtain information on
the operation on the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.



(a)
Market Information



Since
December 4, 2003, we have been eligible to participate in the OTC Bulletin
Board, an electronic quotation medium for securities traded outside of the
Nasdaq Stock Market, and prices for our common stock are published on the OTC
Bulletin Board under the trading symbol "HSPR". This market is
extremely limited and the prices quoted are not a reliable indication of the
value of our common stock. As of March 16, 2004, the bid price was $1.01 and the
ask price was $1.20 per share.

9

---

The
following table sets high and low prices for our common stock since the Company
started trading on December 4, 2003 as reported by the National Quotations
Bureau. The quotations reflect inter-dealer prices, without retail mark-up,
markdown or commission, and may not necessarily represent actual transactions.





|                  | 2003
      (1)
|----------------- | --------------
|                  | High          
|1st
      Quarter | 0.00          
|2nd
      Quarter | 0.00          
|3rd
      Quarter | 0.00          
|4th
      Quarter | 0.88          

(1)
    On December 4, 2003, we became eligible to participate in the OTC Bulletin
    Board. Prices for our common stock are published on the OTC Bulletin under
    the trading symbol "HSPR".



(b)
Holders of Common Stock



As
of February 29, 2004, we had approximately 48 stockholders of record of the
11,538,117 shares of common stock we have issued and outstanding.



(c)
Dividends



We
have never declared or paid dividends on our Common Stock. We intend to follow a
policy of retaining earnings, if any, to finance the growth of the business and
do not anticipate paying any cash dividends in the foreseeable future. The
declaration and payment of future dividends on the Common Stock will be the sole
discretion of the Board of Directors and will depend on our profitability and
financial condition, capital requirements, statutory and contractual
restrictions, future prospects and other factors deemed relevant.



Penny
Stock Regulation. Shares of our common stock are
subject to rules adopted by the Securities and Exchange Commission that regulate
broker-dealer practices in connection with transactions in "penny
stocks." Penny stocks are generally equity securities with a price of less
than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the Nasdaq system, provided that current price and volume
information with respect to transactions in those securities is provided by the
exchange or system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, deliver a
standardized risk disclosure prepared by the Securities and Exchange Commission,
which contains the following:

- A description of the nature and level of risk in the market for penny stocks
    in both public offerings and secondary trading;
- A description of the
    broker's or dealer's duties to the customer and of
    the rights and remedies available to the customer with respect to violation
    to such duties or other requirements of securities' laws;

10

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- A brief, clear, narrative description of a dealer market, including
    "bid" and "ask" prices for penny stocks and the
    significance of the spread between the "bid" and "ask"
    price;
- A toll-free telephone number for inquiries on disciplinary actions;
- Definitions of significant terms in the disclosure document or in the
    conduct of trading in penny stocks; and
- Such other information and in such form (including language, type, size and
    format), as the Securities and Exchange Commission shall require by rule or
    regulation.

Prior
to effecting any transaction in a penny stock, the broker-dealer also must
provide the customer the following:



- The bid and offer quotations for the penny stock;
- The compensation of the broker-dealer and its salesperson in the
    transaction;
- The number of shares to which such bid and ask prices apply, or other
    comparable information relating to the depth and liquidity of the market for
    such stock; and
- Monthly account statements showing the market value of each penny stock held
    in the customer's account.

In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the
receipt of a risk disclosure statement, a written agreement to transactions
involving penny stocks, and a signed and dated copy of a written suitably
statement.



These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules for
an indeterminate period of time.



Recent
        Sales of Unregistered Securities

> 

On
March 26, 2003, the Company issued 10,415,845 shares of common stock in a
transaction exempted from registration under the Securities Act pursuant to Rule
3(a)(10).



Section
3(a)(10) of the Securities Act is an exemption from Securities Act registration
for offers and sales of securities in specified exchange transactions. Before
the issuer can rely on the exemption, the following conditions must be met:

- The securities must be issued in exchange for securities, claims, or
        property interests; they may not be offered for cash.
- A court or authorized governmental entity must approve the fairness of
        the terms and conditions of the exchange.
- The reviewing court or authorized governmental entity must:Find, before approving the transaction, that the terms and
            conditions of the exchange are fair to those to whom securities will
            be issued; and
      Be advised before the hearing that the issuer will rely on the
            Section 3(a)(10) exemption based on the court's or authorized
            governmental entity's approval of the transaction.
- Find, before approving the transaction, that the terms and
            conditions of the exchange are fair to those to whom securities will
            be issued; and
- Be advised before the hearing that the issuer will rely on the
            Section 3(a)(10) exemption based on the court's or authorized
            governmental entity's approval of the transaction.

11

---

- The court or authorized governmental entity must hold a hearing before
        approving the fairness of the terms and conditions of the transaction.
- A governmental entity must be expressly authorized by law to hold the
        hearing, although it is not necessary that the law require the hearing.
- The fairness hearing must be open to everyone to whom securities would
        be issued in the proposed exchange.
- Adequate notice must be given to all those persons.
- There cannot be any improper impediments to the appearance by those
        persons at the hearing.

California
has enacted an enabling statute for purposes of the 3(a)(10) fairness hearing
under Section 25142 of the Corporate Securities Law of 1968.



On
March 26, 2003, a hearing was conducted by the office of the Commissioner of
Corporations wherein the hearing officer determined that the issuance and
exchange of shares between the Company and Hesperia Holding Corp. was fair,
just, and equitable. As a result of the hearing, a permit was issued by the
Commissioner of Corporations for the issuance of 10,415,845 shares of common
stock by the Company in exchange for the common stock of Hesperia Holding Corp.



In
April 2003, the Company issued 30,000 shares of its common stock in a private
placement to an accredited investor pursuant to an exemption provided by
Regulation D-506 of the Securities Act, in exchange for $30,000, net of costs
and fees.



Issuances
to Officers and Directors and certain Employees



In
November 2003, the Company issued an aggregate of 1,015,000 shares to officers
and consultants for services rendered. The shares were issued pursuant to an
exemption provided by Section 4(2) of the Securities Act. The shares were issued
at the time that the Company did not have a historical market price for its
common stock and the Company had a substantial negative book value and therefore
were recorded at the par value, ($0.001) per share, of the common stock.



Subsequent
issuances after year-end



Issuances
to Consultants



On
January 10, 2004, the board of directors consented to the issuance of 27,272
shares of the Company's restricted common stock to IR Plus, Inc for services
that were performed under a Consulting Agreement entered into on April 10, 2003
between the Company and IR Plus, Inc. The shares were issued pursuant to an
exemption provided by Section 4(2) of the Securities Act. (The IR Plus agreement
was filed as Exhibit 10 to a Form 8-K filed on February 6, 2004).



12

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On
March 15, 2004, the Company issued 150,000 shares of the Company's restricted
common stock to TheSUBWAY.com for services that they will perform under a
Consulting Agreement entered into on March 12, 2004. The shares were issued
pursuant to an exemption provided by Section 4(2) of the Securities Act. (The
SUBWAY.com agreement is filed herewith as Exhibit 10)



ITEM
        6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
        RESULT OF OPERATIONS.

> 

This
report contains forward-looking statements. Actual results and events could
differ materially from those projected, anticipated, or implicit, in the
forward-looking statements as a result of the risk factors set forth below and
elsewhere in this report.



With
the exception of historical matters, the matters discussed herein are
forward-looking statements that involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements concerning anticipated
trends in revenues and net income, projections concerning operations and
available cash flow. Our actual results could differ materially from the results
discussed in such forward-looking statements. The following discussion of our
financial condition and results of operations should be read in conjunction with
our financial statements and the related notes thereto appearing elsewhere
herein.

Critical
Accounting Policies



The
preparation of our consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires us to
make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements; we believe the following
critical accounting policies involve the most complex, difficult and subjective
estimates and judgments:

- stock-based compensation.
- revenue recognition

Stock-Based
Compensation



In
December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation - Transition and Disclosure. This statement amends SFAS No. 123 -
Accounting for Stock-Based Compensation, providing alternative methods of
voluntarily transitioning to the fair market value based method of accounting
for stock based employee compensation. FAS 148 also requires disclosure of the
method used to account for stock-based employee compensation and the effect of
the method in both the annual and interim financial statements. The provisions
of this statement related to transition methods are effective for fiscal years
ending after December 15, 2002, while provisions related to disclosure
requirements are effective in financial reports for interim periods beginning
after December 31, 2002.



13

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The
Company elected to continue to account for stock-based compensation plans using
the intrinsic value-based method of accounting prescribed by APB No. 25,
"Accounting for Stock Issued to Employees," and related
interpretations. Under the provisions of APB No. 25, compensation expense is
measured at the grant date for the difference between the fair value of the
stock and the exercise price.



Revenue
Recognition



For
revenue from product sales, the Company recognizes revenue in accordance with
SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 requires that four basic
criteria must be met before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred; (3) the selling price is
fixed and determinable; and (4) collectibility is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgments
regarding the fixed nature of the selling prices of the products delivered and
the collectibility of those amounts. Provisions for discounts and rebates to
customers, estimated returns and allowances, and other adjustments are provided
for in the same period the related sales are recorded. The Company defers any
revenue for which the product has not been delivered or is subject to refund
until such time that the Company and the customer jointly determine that the
product has been delivered or no refund will be required.

Payments
received in advance are deferred until the trusses are built and shipped to
customers. Deferred revenue as of December 31, 2003 was $190,678.



Overview

Hesperia
Holding, Inc. (formerly Saveyoutime.com, Inc.) entered into a merger agreement
dated January 20, 2003 (the "Merger Agreement") with Hesperia Holding
Corp., a California corporation. Pursuant to the terms of the Merger Agreement
Hesperia Holding Corp. merged with and into Hesperia Holding, Inc. on April 10,
2003.



Under
the terms of the Merger, the Company issued 10,415,845 shares of its common
stock to the stockholders of Hesperia Holding Corp. in exchange for 100% of the
issued and outstanding common stock of Hesperia Holding Corp. The then sole
stockholder of the Company retained 50,000 shares of common stock and cancelled
6,454,370 shares resulting in 10,465,845 being issued and outstanding.



Hesperia
Holding Corp. (Hesperia Holding) was formed in 2002, as a California
corporation, and is a holding company for its subsidiary, Hesperia Truss, Inc.,
formed in 1996 (Hesperia Truss), a prefabricated wood truss manufacturer.



As
a result of the "blank check" status of Saveyoutime.com, Inc., and the
insignificance of Saveyoutime financials, the financial statements presented for
the period from January 1, 2003 through April 10, 2003 and for the year ending
December 31, 2002 are of Hesperia Holding Corp. As a result of: the lack of
operations of Hesperia Holding, the presentation of financial information is
primarily of Hesperia Truss, as all operations are being conducted through
Hesperia Truss.



14

---

Results
of Operations for the Years Ended December 31, 2003 and 2002 Compared.





|                         | Year
      Ended December 31, 2003 | Year
      Ended December 31, 2002
|------------------------ | ---------------------------------- | ----------------------------------
|Revenues                 | $               
      8,141,656   | $               
      6,488,950  
|                         |                                    |                                   
|Cost
      of Goods Sold | 6,755,636                          | 5,157,841                         
|                         |                                    |                                   
|Operating
      Expenses | 2,052,047                          | 1,163,755                         
|                         |                                    |                                   
|Other
      Expense      | 11,435                             | 4,127                             
|                         |                                    |                                   
|Net
      Income (Loss)  | $               
      (677,462)   | $                  
      163,227 



Revenue



|                                      |                   |                   | Increase/(decrease)
|------------------------------------- | ----------------- | ----------------- | -------------------
|                                      | 2003              | 2002              | $                  
|For
      the year ended December 31: |                   |                   |                    
|Revenue                               | $
      8,141,656 | $
      6,488,950 | $
      1,652,706  



Revenues
for the year ended December 31, 2003 were $8,141,656 compared to revenues of
$6,488,950 in the year ended December 31, 2002. This resulted in an increase in
revenues of $1,652,706, or 25%, from $6,488,950 in the same period one year ago.
The increase in revenues was due to increased market activity with the growth
from in the tract home building market.



Cost
of goods sold/Gross profit percentage of revenue



|                                      |            |            | Increase/(decrease)
|------------------------------------- | ---------- | ---------- | -------------------
|                                      | 2003       | 2002       | $                  
|                                      |            |            |                    
|For
      the year ended December 31: |            |            |                    
|Cost
      of goods sold              | $6,755,636 | $5,157,841 | $1,597,795         
|                                      |            |            |                    
|Gross
      profit % of revenue       | 17%        | 21%        |                    



Cost
of goods sold for the year ended December 31, 2003 was $6,755,636, an increase
of $1,597,795, or 31%, from $5,157,841 for the same period ended December 31,
2002. The increase in cost of goods sold was primarily due to the increase in
revenues and sales in the tract home building market coupled with a significant
increase in truss manufacturing materials.



Gross
profit as a percentage of revenue decreased from 21% for year ended December 31,
2002 to 17% for the year ended December 31, 2003. The reduction in gross profit
margin was due to a higher workers compensation insurance costs and a
significant increase in material costs.



15

---

Selling,
General and Administrative expenses



|                                                 |                   |                   | Increase/(decrease)
|------------------------------------------------ | ----------------- | ----------------- | -------------------
|                                                 | 2003              | 2002              | $                  
|                                                 |                   |                   |                    
|For
      the year ended December 31:            |                   |                   |                    
|Selling,
      General & Administrative expenses | $
      1,987,069 | $
      1,122,916 | $
      864,153    



General
and administrative expenses were $1,987,069 for the year ended December 31, 2003
versus $1,122,916 for the year ended December 31, 2002, which resulted in an
increase of $864,153 or 77%. The increase in selling and administrative expenses
was primarily due to the increase in the Company adding additional operational
and administrative personnel, legal and other professional assistance. The
Company issued $264,000 in equity for services in entering the publicly traded
market.



Net
Income (Loss)



|                                      |                   |                 | Increase/(decrease)
|------------------------------------- | ----------------- | --------------- | -------------------
|                                      | 2003              | 2002            | $                  
|                                      |                   |                 |                    
|For
      the year ended December 31: |                   |                 |                    
|Net
      Income (loss)               | $
      (677,462) | $
      163,227 | $
      (840,689)  



The
net loss for the year ended December 31, 2003 was $677,462, versus a net income
of $163,227 for the year ended December 31, 2002, a change in net loss of
$840,689 or 515%. The substantial increase in the net loss was primarily due to
the substantial increase in Selling, General and Administrative expenses.



Off-Balance
Sheet Arrangements



The
Company does not maintain off-balance sheet arrangements nor does it participate
in non-exchange traded contracts requiring fair value accounting treatment.



Liquidity
and Capital Resources at December 31, 2003 Compared with December 31,2002.



The
following table summarizes total assets, accumulated deficit and stockholders'
equity.



16

---

|                                     | December
      31, 2003 | Pro
      Forma
      December
      31, 2002(1)
|------------------------------------ | ----------------------- | ------------------------------------------------
|Total
      Assets                   | $676,619                | $702,481                                        
|                                     |                         |                                                 
|Accumulated
      Deficit            | $(1,259,934)            | $(582,472)                                      
|                                     |                         |                                                 
|Stockholders'
      Equity (Deficit) | $(679,608)              | $(370,799)                                      



(1)
The financials comparison for the year end December 31, 2002 uses the pro forma
financials after the completion of the merger between the Company and Hesperia
Holding Corp.



ITEM
7. FINANCIAL STATEMENTS



See
Index to Financial Statements and Financial Statement Schedules appearing on
page F-1 through F-15 of this Form 10-KSB.



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

> 

On
July 17, 2003, the Company dismissed its certifying accountant, Beckstead and
Watts, LLP ("Beckstead"). Beckstead's reports on the financial
statements for the year ended December 31, 2002 and the period March 3, 2000
(date of inception) through December 31, 2002 did not contain an adverse opinion
or disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles; however, the audit reports for the year
ended December 31, 2002 and the period March 3, 2000 (date of inception) through
December 31, 2002 contained an explanatory paragraph regarding the substantial
doubt about the Company's ability to continue as a going concern. The decision
to change its certifying accountant was approved by the Company's Board of
Directors. During the year ended December 31, 2002 and the period March 3, 2000
(date of inception) through December 31, 2002, and the subsequent interim period
through July 17, 2003 the Company has not had any disagreements with Beckstead
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure.



The
Company engaged Russell Bedford Stefanou Mirchandani LLP ("Russell Bedford
Stefanou Mirchandani") as its certifying accountant as of July 17, 2003 for
the Company's fiscal year ending December 31, 2003. The Company had not
consulted with Russell Bedford Stefanou Mirchandani prior to Russell Bedford
Stefanou Mirchandani's retention on either the application of accounting
principles or the type of opinion Russell Bedford Stefanou Mirchandani might
render on the Company's financial statements.



ITEM
8A. CONTROLS AND PROCEDURES



Our
officers and directors have the responsibility for our internal controls and
procedures over our financial reporting.



17

---

We
have implemented and maintain disclosure controls and procedures which consist
of: the control environment, risk assessment, control activities, information
and communication and monitoring. Our scope of internal control, therefore,
extends to policies, plans, procedures, processes, systems, activities,
initiatives, and endeavors required of a company with our limited revenues,
expenses, and operations. These controls and procedures are designed to ensure
that the information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules.



There
have been no significant changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in our internal controls or in
other factors that could significantly affect the controls subsequent to the
date of the evaluation referenced below.



Within
90 days prior to the date of this report, we carried out an evaluation, under
the supervision of our officers and directors, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures.
Based on the foregoing, our officers and directors concluded that, our
disclosure controls and procedures were effective.



PART
III



ITEM
        9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

> 

On
April 10, 2003, concurrent with closing of the merger, Anthony N. DeMint, our
then sole officer and director appointed Donald Shimp, Mark Presgraves and Fred
Smith as new directors of the Company and subsequently resigned as an officer
and director.



The
members of the Board of Directors of the Company serve until the next annual
meeting of stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors. Information as to the
directors and executive officers of the Company is as follows:



|Name
      and Address | Age | Position
      Held                               
|---------------------- | --- | --------------------------------------------------
|Donald
      Shimp     | 47  | Chief
      Executive Officer, President, Director
|Mark
      Presgraves  | 43  | Secretary/Treasurer,
      Director               
|Steve
      Chaussy    | 50  | Chief
      Financial Officer                     
|Fred
      Smith       | 42  | Director                                          



Duties,
Responsibility and Experience



Donald
Shimp, CEO, President and Director.Mr. Shimp was the
Chief Executive Officer, President, and Director of Hesperia Holding Corp. since
its formation in 2002, and has been an officer and director of Hesperia Truss
since 1996. Prior to being a co-founder of Hesperia Truss, Mr. Shimp worked for
Brown and Honeycutt in the truss manufacturing business.



18

---

Mark
Presgraves, Secretary/Treasurer and Director.Mr.
Presgraves was the Secretary, Treasurer and Director of Hesperia Holding Corp.
since its formation in 2002, and has also been an officer and director of
Hesperia Truss since 1996. Prior to being a co-founder of Hesperia Truss, Mr.
Presgraves worked for Brown and Honeycutt in the truss manufacturing business.



Steve
Chaussy, CPA, CFO.Mr. Chaussy was the Chief Financial
Officer of Hesperia Holding Corp. since June, 2003. Prior to working for
Hesperia Holding Corp, Mr. Chaussy worked with a number of public companies in
both the financial reporting and management and operational development areas.
In addition, Mr. Chaussy has worked in a number of larger private corporations
performing a number of functions from CFO to international business development.



Fred
Smith, Director.Mr. Smith was the a Director of
Hesperia Holding Corp. since its formation in 2002, has worked for Hesperia
Truss as a director since 2000 and Vice President of Investor Relations since
1999. Mr. Smith handled all matters involving the Company's capital concerns,
marketing approach, going public and new stockholders relations. Prior to
Hesperia Holding Corp, Mr. Smith worked as an independent stock broker.



Limitation
of Liability of Directors



Pursuant
to the Nevada General Corporation Law, our Articles of Incorporation exclude
personal liability for our Directors for monetary damages based upon any
violation of their fiduciary duties as Directors, except as to liability for any
breach of the duty of loyalty, acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or any transaction
from which a Director receives an improper personal benefit. This exclusion of
liability does not limit any right which a Director may have to be indemnified
and does not affect any Director's liability under federal or applicable state
securities laws. We have agreed to indemnify our directors against expenses,
judgments, and amounts paid in settlement in connection with any claim against a
Director if he acted in good faith and in a manner he believed to be in our best
interests.



Election
of Directors and Officer.



Directors
are elected to serve until the next annual meeting of stockholders and until
their successors have been elected and qualified. Officers are appointed to
serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.



No
Executive Officer or Director of the Corporation has been the subject of any
Order, Judgment, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.



19

---

No
Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.



No
Executive Officer or Director of the Corporation is the subject of any pending
legal proceedings.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires Hesperia Holding, Inc. executive officers and directors,
and persons who beneficially own more than ten percent of the Company's common
stock, to file initial reports of ownership and reports of changes in ownership
with the SEC. Executive officers, directors and greater than ten percent
beneficial owners are required by SEC regulations to furnish Hesperia Holding,
Inc. with copies of all Section 16(a) forms they file. Based upon a review of
the copies of such forms furnished to the Company and written representations
from Company executive officers and directors, the Company believes that during
the year ended 2003, the officers and directors did file all of their respective
Section 16(a) reports on a timely basis.



Audit
Committee



We
do not have an Audit Committee, our board of directors during 2003, performed
some of the same functions of an Audit Committee, such as: recommending a firm
of independent certified public accountants to audit the annual financial
statements; reviewing the independent auditors independence, the financial
statements and their audit report; and reviewing management's administration of
the system of internal accounting controls. The Company does not currently have
a written audit committee charter or similar document.



Code
of Ethics



A
code of ethics relates to written standards that are reasonably designed to
deter wrongdoing and to promote:

1. Honest and ethical conduct, including the ethical handling of actual or
        apparent conflicts of interest between personal and professional
        relationships;
2. Full, fair, accurate, timely and understandable disclosure in reports
        and documents that are filed with, or submitted to, the Commission and
        in other public communications made by an issuer;
3. Compliance with applicable governmental laws, rules and regulations;
4. The prompt internal reporting of violations of the code to an
        appropriate person or persons identified in the code; and
5. Accountability for adherence to the code.

We
have not adopted a corporate code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.



20

---

Our
decision to not adopt such a code of ethics results from our having only two
officers and three directors operating as the management for the Company in
2003. We believe that as a result of the limited interaction which occurs having
such a small management structure for the Company eliminates the current need
for such a code, in that violations of such a code.



Nominating
Committee



We
do not have a Nominating Committee or Nominating Committee Charter. Our board of
directors performed some of the functions associated with a Nominating
Committee. We have elected not to have a Nominating Committee at this time,
however, our Board of Directors intend to continually evaluate the need for a
Nominating Committee.



ITEM
10. EXECUTIVE COMPENSATION



Termination
of Employment



There
are no compensatory plans or arrangements, including payments to be received
from the Company, with respect to any person associated with the Company which
would in any way result in payments to any such person because of his
resignation, retirement, or other termination of such person's employment with
the Company or its subsidiaries, or any change in control of the Company, or a
change in the person's responsibilities following a change in control of the
Company.



Executive
Compensation



The
following table sets forth the cash compensation of the Company's newly
elected executive officers and directors during of the years 2001, 2002 and
2003. The remuneration described in the table represents compensation received
from Hesperia Truss and does not include the cost to the Company of benefits
furnished to the named executive officers, including premiums for health
insurance and other benefits provided to such individual that are extended in
connection with the conduct of the Company's business. The value of such
benefits cannot be precisely determined, but the executive officers named below
did not receive other compensation in excess of the lesser of $50,000 or 10% of
such officer's cash compensation.



Summary
Compensation Table

|                                  | Annual
      Compensation | Long
      Term
      Compensation
|--------------------------------- | ------------------------- | ----------------------------------
|Name
      and Principal Position | Year                      | Salary                            
|Donald
      Shimp                | 2003                      | $116,000                          
|President,
      CEO              | 2002                      | $104,000                          
|                                  | 2001                      | $119,500                          
|                                  |                           |                                   
|Mark
      Presgraves             | 2003                      | $116,000                          
|Secretary/Treasurer               | 2002                      | $104,000                          
|                                  | 2001                      | $119,500                          



21

---

|Steve
      Chaussy (1) | 2003 | $54,000 | 0 | 0 | 500,000(2) | 0 | 0
|----------------------- | ---- | ------- | - | - | ---------- | - | -
|CFO                     | 2002 | 0       | 0 | 0 | 0          | 0 | 0
|                        | 2001 | 0       | 0 | 0 | 0          | 0 | 0
|                        |      |         |   |   |            |   |  
|Fred
      Smith        | 2003 | $70,038 | 0 | 0 | 500,000(2) | 0 | 0
|Director                | 2002 | $48,986 | 0 | 0 | 0          | 0 | 0
|                        | 2001 | $43,100 | 0 | 0 | 0          |   |  

1. Steve Chaussy was hired as CFO on June 18, 2003.
2. In November 2003, the Company agreed to issued 500,000 shares to Steve
    Chaussy and 500,000 shares to Fred Smith for services rendered. The shares
    were issued at the time that the Company did not have a historical market
    price for its common stock and the Company had a substantial negative book
    value and therefore were recorded at the par value of the common stock.
3. Prior to the merger with Saveyoutime, Anthony DeMint was our sole officer
    and director and did not receive compensation.



Compensation
Committee



We
currently do not have a compensation committee of the board of directors.
However, the board of directors intends to establish a compensation committee,
which is expected to consist of three inside directors and two independent
members. Until a formal committee is established, our entire board of directors
will review all forms of compensation provided to our executive officers,
directors, consultants and employees including stock compensation and loans.



ITEM
        11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

> 

The
following table presents information, to the best of the Company's knowledge,
about the beneficial ownership of its common stock on February 29, 2004 relating
to the beneficial ownership of the Company's common stock by those persons
known to beneficially own more than 5% of the Company's capital stock and by
its directors and executive officers. The percentage of beneficial ownership for
the following table is based on 11,538,117 shares of common stock outstanding.



Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and does not necessarily indicate beneficial ownership for
any other purpose. Under these rules, beneficial ownership includes those shares
of common stock over which the stockholder has sole or shared voting or
investment power. It also includes shares of common stock that the stockholder
has a right to acquire within 60 days through the exercise of any option,
warrant or other right. The percentage ownership of the outstanding common
stock, however, is based on the assumption, expressly required by the rules of
the Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has converted options or warrants into shares of our
common stock.



22

---

|Name
      of Beneficial Holder (1)                                | Number
      of
      Shares | Percent
      Of
      Class (2)
|------------------------------------------------------------------ | ---------------------------- | --------------------------------
|Donald
      Shimp
      CEO,
      President and Chairman         | 4,582,000                    | 40%                             
|                                                                   |                              |                                 
|Mark
      Presgraves
      Secretary/Treasurer
      and Director | 4,582,000                    | 40%                             
|                                                                   |                              |                                 
|Fred
      Smith
      Director                                    | 761,672                      | 6%                              
|                                                                   |                              |                                 
|Steve
      Chaussy
      Chief
      Financial Officer            | 500,000                      | 4%                              
|All
      Directors & Officers as a Group                          | 10,425,672                   | 90%                             

1. As used in this table, "beneficial ownership" means the sole or
    shared power to vote, or to direct the voting of, a security, or the sole or
    shared investment power with respect to a security (i.e., thepower
    to dispose of, or to direct the disposition of, a security). In addition,
    for purposes of this table, a person is deemed, as of any date, to have
    "beneficial ownership" of any security that such person has the
    right to acquire within 60 days after such date. Address for the persons
    listed in the table is care of the Company.
2. Figures are rounded to the nearest percentage.

Securities
authorized for issuance under equity compensation plans.



We
currently do not have any compensation plans under which our equity securities
are authorized for issuance.



ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Facilities



HTI
occupies a 3,900 square-foot building and warehouse on five acres in Hesperia,
California. The building and land are owned by two of our directors and majority
stockholders, Mark Presgraves and Donald Shimp. We rent the facility and
surrounding land for $24,000 per year.

Loans
Payable/Receivable



Significant
stockholders of the Company have advanced funds on a non-interest bearing basis
to the Company for working capital purposes. The amount of the advances at
December 31, 2003 was $235,825. The stockholders agreed not to demand any
payments for funds personally advanced to the Company until fiscal year 2005.
Additionally, the Company has advanced funds to an employee and the outstanding
balance was $650 as of December 31, 2003.



23

---

During
the year ended December 31, 2003, the Company's principal stockholders paid
office expenses on the Company's behalf in a total amount of $73,637. The
Company has accounted for the expenses paid by stockholders as additional
paid-in capital. Two of the Company's principal stockholders also legally
released the Company's obligation for $31,224 and $75,807 of accrued interest
due to the stockholders during the year ended December 31, 2003 and 2002,
respectively. The Company has accounted for the interest forgiveness as other
income as shown in the accompanying financial statements.



The
Company leases office spaces and manufacturing fields from its principal
stockholders on a month-to-month basis in California and Nevada (See Note K to
the Financial Statements).



Corporate
Reacquisition of Stock



On
June 14, 2000, HTI entered into an Agreement for the Corporate Reacquisition of
Stock to purchase 1,000 shares of common stock from Donald Keith Jones, one of
the co-founders of HTI. As consideration for Mr. Jones' shares and a covenant
to not compete with HTI for a period of 4 years, HTI agreed to compensate Mr.
Jones with $480,000, plus pay for automobile insurance coverage for Mr. Jones
for the operation of a certain 1999 Ford Taurus, which ended on June 14, 2003.



At
the time of the execution of the Agreement, Mr. Jones had received from HTI
$35,838.58 in cash and a corporate asset (1999 Ford Taurus) valued at $20,698.95
leaving $423,463.37 to be paid by HTI over the following 4-year period in the
form of a Secured Promissory Note. The shares of common stock purchased by HTI
were pledged as security for payments due under the Note. Such payments are
payable in weekly installments in the amount of $2,000, with the first payment
being made on June 16, 2000 and the last payment due on June 16, 2004.



If
HTI defaults on a weekly payment, Mr. Jones shall have the right, upon five (5)
days written notice, to demand immediate payment of the remaining balance due
under the Note. The default provisions outlined in the Note would allow Mr.
Jones to dispose of all or any part of the collateral security property (the
1,000 shares of common stock) at public or private sale, without advertisement,
or notice to HTI. Should HTI default on the Note and Mr. Jones exercise his
default remedies as they pertain to the foreclosure or sale of the shares, HTI
would no longer be a wholly-owned subsidiary of the Company as their ownership
would be reduced to 90%. HTI is current on its payments to Mr. Jones.



Mr.
Jones has received $296,027 pursuant to the terms of this agreement, with a
balance due of $51,463 to be paid through July 2, 2004 at the rate of $2,000 per
week.



24

---

ITEM
        13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
        REPORTS ON FORM 8-K

> 

(a)
Documents filed as part of this Report



> 1.
>     Financial Statements:
>     A.
> INDEX TO HESPERIA HOLDING, INC. FINANCIAL STATEMENTS
> 1.
> Report of Independent Certified Public Account                                
> F-1
> 2.
> Financial Statements:
>       Balance
> Sheet                                                                            
> F-2
> Consolidated
> Statements of Operations                                       
> F-3
> Consolidated
> Statement of Deficiency in Stockholders'
> Equity
> F-4
> Consolidated
> Statements of Cash Flows                                      
> F-5
> Notes
> to Consolidated Financial Statements                            
> F-6 - F-15
> 2.
> During the fiscal year ended December 31, 2003, the Company filed the following
> 8-Ks.
>     a)
>       Form 8-K filed on January 28, 2003 - Merger Between Hesperia
>             Holding, Inc. and Hesperia Holding Corp.
>       b)
>       Form 8-K filed on August 7, 2003 - Auditor Change
>       c)
>       Form 8-K/A filed on September 17, 2003 - Pro Forma Financials
>             filed as a result of the merger between Hesperia Holding, Inc. and
>             Hesperia Holding Corp.
>         3.
>         Subsequent to the end of the fiscal year, the Company filed the
>         following reports on Form 8-K.
>     a.)
>         Form 8-K filed on February 6, 2004 - Regarding Trading on the OTC:BB
>         and a Consulting Agreement between the Company and IR Plus, Inc.

25

---

4.
        Exhibits

|Exhibit
      Number | Description                                                                                                                        
|-------------------- | -----------------------------------------------------------------------------------------------------------------------------------
|(1)                  | N/A                                                                                                                                
|(2)***               | Agreement
      and Plan of Merger between Hesperia Holding, Inc. (formerly
      Saveyoutime.com, Inc.) and Hesperia Holding Corp.
|(3)(i)               | Articles
      of Incorporation                                                                                                    
|(a)**                | Articles
          of Incorporation                                                                                                
|(b)**                | Certificate
          of Merger                                                                                                    
|(3)(ii)**            | Bylaws                                                                                                                             
|                     | (a)
          Bylaws                                                                                                               
|(4)**                | Instruments
      defining the rights of security holders:                                                                         
|(4)(i)**             | (a)
          Articles of Incorporation                                                                                            
|**
      **          | (b)
          Bylaws
          (c)
          Stock Certificate Specimen                                                            
|(10-1)*              | Consulting
      Agreement Between the Company and TheSUBWAY.com                                                                   
|(10-2)****           | Consulting
      Agreement between the Company and IR Plus, Inc.                                                                   
|(11)*                | Contained
      in the Notes to the Financial Statements (filed herewith)                                                          
|                     |                                                                                                                                    
|(31-1)*              | Certification
      for Donald Shimp pursuant to Section 302 of Sarbanes-Oxley Act of 2002                                         
|(31-2)*              | Certification
      for Steve Chaussy pursuant to Section 302 of Sarbanes-Oxley Act of 2002                                        
|(32-1)*              | Certification
      for Donald Shimp pursuant to Section 906 of Sarbanes-Oxley Act of 2002                                         
|(32-2)*              | Certification
      for Steve Chaussy pursuant to Section 906 of Sarbanes-Oxley Act of 2002                                        

________________________

*
Filed herewith

**
Incorporated by reference in Form 10-SB filed March 24, 2000

***
Incorporated by reference in Form 8-K filed January 28, 2003

****
Incorporated by reference in Form 8-K filed February 6, 2004



ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



(1)
AUDIT FEES



The
aggregate fees billed for professional services rendered by Russell Bedford
Stefanou Mirchandani LLP, and Beckstead and Watts, LLP for the audit of the
registrant's annual financial statements and review of the financial statements
included in the registrant's Form 10-QSB or services that are normally provided
by the accountant in connection with statutory and regulatory filings or
engagements for fiscal years 2003 and 2002 were $15,375 and $18,000
respectively.



(2)
AUDIT-RELATED FEES



NONE



(3)
TAX FEES



NONE



26

---

(4)
ALL OTHER FEES



NONE



(5)POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND
PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS



The
Company currently does not have a designated Audit Committee, and accordingly,
the Company's Board of Directors' policy is to pre-approve all audit and
permissible non-audit services provided by the independent auditors. These
services may include audit services, audit-related services, tax services and
other services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category of services
and is generally subject to a specific budget. The independent auditors and
management are required to periodically report to the Company's Board of
Directors regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to
date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.





(6)If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent employees.



Not
applicable.

27

---

SIGNATURES



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 our behalf by
the undersigned, thereunto duly authorized.





HESPERIA
HOLDING, INC.





By:/s/
Donald Shimp

Donald
Shimp, CEO and President



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





|/s/
      Donald Shimp    | CEO,
President and Director      | March
25, 2004      
|------------------------- | -------------------------------- | --------------------
|Donald
Shimp             
|                         
|/s/
      Mark Presgraves | Secretary/Treasurer
and Director | March
      25, 2004
|Mark
Presgraves          
|                         
|/s/
      Steve Chaussy   | Chief
Financial Officer          | March
25, 2004      
|Steve
Chaussy            
|                         
|/s/
Fred
Smith            | Director                         | March 25, 2004      
|Fred
Smith               



28

---

HESPERIA
HOLDING, INC.

Index
to Financial Statements





|                                                                                                                         |                 
|------------------------------------------------------------------------------------------------------------------------ | ----------------
|                                                                                                                         | Page
      No.  
|Report
      of Independent Certified Public Accountants                                                                 | F-1             
|Consolidated
      Balance Sheet:December
      31, 2003                                                                 | F-2             
|Consolidated
      Statements of Operations:For
      the years ended December 31, 2003 and 2002                         | F-3             
|Consolidated
      Statements of Deficiency in Stockholders' Equity:For
      the years ended December 31, 2003 and 2002 | F-4             
|Consolidated
      Statements of Cash Flows:For
      the years ended December 31, 2003 and 2002                         | F-5             
|Notes
      to Consolidated Financial Statements                                                                         | F-6
      - F-15
|                                                                                                                         |                 



29

---

RUSSELL
BEDFORD Stefanou MIRCHANDANI LLP

Certified
Public Accountants



REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





Board
of Directors

Hesperia
Holding, Inc.

Hesperia,
California



We
have audited the accompanying consolidated balance sheet of Hesperia Holding,
Inc. and its subsidiaries (the "Company"), as of December 31, 2003 and
the related consolidated statements of operations, deficiency in stockholders'
equity, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based upon our audits. The
accompanying financial statements of the Company as of December 31, 2002 were
audited by another auditor whose report, dated April 5, 2003, on those
statements included an explanatory paragraph that described the uncertainty
regarding the Company's ability to continue as a going concern.



We
conducted our audit in accordance with auditing standards generally accepted in
the United States of America. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatements. 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 our audit provides a reasonable
basis for our opinion.



In
our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2003, 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 of America.











/s/RUSSELL
      BEDFORD STEFANOU MIRCHANDANI LLPRUSSELL
      BEDFORD STEFANOU MIRCHANDANI LLPCertified
      Public Accountants




McLean,
Virginia

February
20, 2004, except for Note L, which date is March 9, 2004



F-1

---

HESPERIA
HOLDING, INC.

CONSOLIDATED
BALANCE SHEET

AS
OF DECEMBER 31, 2003



|ASSETS                                                                                                                                           |                
|------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------
|Current
      assets:                                                                                                                            |                
|Cash
      and cash equivalents                                                                                                                  | $
      -      
|Accounts
      receivable, net of allowance for doubtful accounts of $9,311                                                                      | 339,897        
|Inventory
      (Note C)                                                                                                                         | 163,007        
|Due
      from employees (Note H)                                                                                                                | 650            
|Total
      current assets                                                                                                                       | 503,554        
|                                                                                                                                                 |                
|Property,
      plant and equipment, net of accumulated depreciation of $166,337 (Note D)                                                        | 173,065        
|                                                                                                                                                 |                
|Total
      Assets                                                                                                                               | $
      676,619
|                                                                                                                                                 |                
|LIABILITIES
      AND DEFICIENCY IN STOCKHOLDER' EQUITY                                                                                          |                
|Current
      liabilities:                                                                                                                       |                
|Cash
      disbursed in excess of available funds                                                                                                | $
      219,856
|Accounts
      payable and accrued liabilities (Note E)                                                                                          | 653,418        
|Deferred
      revenue (Note A)                                                                                                                  | 190,678        
|Notes
      payable, current portion (Note F)                                                                                                    | 56,450         
|Total
      current liabilities                                                                                                                  | 1,120,402      
|                                                                                                                                                 |                
|Advances
      from stockholders (Note H)                                                                                                        | 235,825        
|Commitments
      and contingencies (Note K)                                                                                                     | -              
|                                                                                                                                                 |                
|Deficiency
      in stockholders' equity:                                                                                                        |                
|Preferred
      stock, par value; $.001; authorized 5,000,000 shares; none issued and
      outstanding at December 31, 2003 (Note G)            | -              
|Common
      stock, par value; $.001, authorized 20,000,000 shares; 11,510,845 shares
      issued and outstanding at December 31, 2003 (Note G) | 11,511         
|Additional
      paid-in capital                                                                                                                 | 568,815        
|Accumulated
      deficit                                                                                                                        | (1,259,934)    
|Total
      deficiency in stockholders' equity                                                                                                   | (679,608)      
|                                                                                                                                                 |                
|Total
      liabilities and deficiency in stockholders' equity                                                                                   | $
      676,619



See
accompanying notes to consolidated financial statements



F-2

---

HESPERIA
HOLDING, INC.

CONSOLIDATED
STATEMENTS OF OPERATIONS

FOR
THE YEAR ENDED DECEMBER 31, 2003 AND 2002



|                                                                    | 2003              | 2002             
|------------------------------------------------------------------- | ----------------- | -----------------
|Revenues:                                                           |                   |                  
|Sales,
      net of returns and allowances                          | $
      8,141,656 | $
      6,488,950
|                                                                    |                   |                  
|Cost
      of goods sold                                            | 6,755,636         | 5,157,841        
|                                                                    |                   |                  
|Gross
      profit                                                  | 1,386,020         | 1,331,109        
|                                                                    |                   |                  
|Operating
      expenses:                                           |                   |                  
|Selling,
      general and administrative                           | 1,987,069         | 1,122,916        
|Depreciation
      (Note D)                                         | 64,978            | 40,839           
|Total
      operating expenses                                      | 2,052,047         | 1,163,755        
|                                                                    |                   |                  
|Net
      operating income (loss)                                   | (666,027)         | 167,354          
|                                                                    |                   |                  
|Other
      income (expense)                                        |                   |                  
|Interest
      forgiveness from stockholder (Note H)                | 31,224            | 75,807           
|Interest
      income (expense), net                                | (42,659)          | (79,934)         
|                                                                    |                   |                  
|Net
      income (loss) before provision for income taxes           | (677,462)         | 163,227          
|                                                                    |                   |                  
|Provision
      for income taxes                                    | -                 | -                
|                                                                    |                   |                  
|Net
      income (loss)                                             | $
      (677,462) | $
      163,227  
|                                                                    |                   |                  
|Earnings
      (losses) per share, basic and fully diluted (Note J) | $
      (0.06)    | $
      0.02     
|                                                                    |                   |                  
|Weighted
      average number of shares outstanding                 | 10,549,809        | 10,201,845       



See
accompanying notes to consolidated financial statements



F-3

---

HESPERIA
HOLDING, INC.

CONSOLIDATED
STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY

FOR
THE YEAR ENDED DECEMBER 31, 2003 AND 2002



|                                                                                                                                          | Common
      Stock | Stock
      Amount | Additional
      Paid-In
      Capital | Accumulated
      Deficit | Total            
|----------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------------------ | -------------------------------------- | ------------------------- | -----------------
|Balance
      at January 1, 2002                                                                                                          | 10,000,172         | $
      10,000     | $
      -                              | $
      (745,699)         | $
      (735,699)
|                                                                                                                                          |                    |                    |                                        |                           |                  
|Issuance
      of common stock in exchange for cash at $1.00 per share, net of costs and
      fees                                       | 201,673            | 202                | 201,471                                | -                         | 201,673          
|                                                                                                                                          |                    |                    |                                        |                           |                  
|Net
      income                                                                                                                          | -                  | -                  | -                                      | 163,227                   | 163,227          
|Balance
      at December 31, 2002                                                                                                        | 10,201,845         | $
      10,202     | $
      201,471                        | $
      (582,472)         | $
      (370,799)
|                                                                                                                                          |                    |                    |                                        |                           |                  
|Issuance
      of common stock in exchange for services in January 2003 at $1.00 per
      share                                          | 214,000            | 214                | 213,786                                | -                         | 214,000          
|                                                                                                                                          |                    |                    |                                        |                           |                  
|Issuance
      of common stock in connection with merger with Hesperia Holding, Inc.
      (formerly Saveyoutime.com, Inc.) in April 2003 | 10,415,845         | 10,416             | -                                      | -                         | 10,416           
|                                                                                                                                          |                    |                    |                                        |                           |                  
|Cancellation
      of Common Stock in connection with merger with Hesperia in April 2003                                                  | (10,415,845)       | (10,416)           | -                                      | -                         | (10,416)         
|                                                                                                                                          |                    |                    |                                        |                           |                  
|Common
      stock retained in reverse merger on April 2003 valued at $1.00 per share                                                     | 50,000             | 50                 | 49,950                                 | -                         | 50,000           
|                                                                                                                                          |                    |                    |                                        |                           |                  
|Issuance
      of common stock in exchange for cash, net of costs in April 2003 at $1.00
      per share                                  | 30,000             | 30                 | 29,970                                 | -                         | 30,000           
|                                                                                                                                          |                    |                    |                                        |                           |                  
|Operating
      expenses paid by Company's principal stockholders                                                                         | -                  | -                  | 73,638                                 | -                         | 73,638           
|                                                                                                                                          |                    |                    |                                        |                           |                  
|Issuance
      of common stock in exchange for services in November 2003 at $0.001 per
      share                                        | 1,015,000          | 1,015              | -                                      | -                         | 1,015            
|                                                                                                                                          |                    |                    |                                        |                           |                  
|Net
      loss                                                                                                                            | -                  | -                  | -                                      | (677,462)                 | (677,462)        
|Balance
      at December 31, 2003                                                                                                        | 11,510,845         | $
      11,511     | $
      568,815                        | $
      (1,259,934)       | $
      (679,608)



See
accompanying notes to consolidated financial statements



F-4

---

HESPERIA
HOLDING, INC.

CONSOLIDATED
STATEMENTS OF CASH FLOWS

FOR
THE YEAR ENDED DECEMBER 31, 2003 AND 2002



|                                                                                           | 2003              | 2002           
|------------------------------------------------------------------------------------------ | ----------------- | ---------------
|Cash
      flow from operating activities:                                                 |                   |                
|Net
      income (loss)                                                                    | $
      (677,462) | $
      163,227
|Adjustments
      to reconcile net income (loss) to cash provided by operating activities: |                   |                
|Depreciation                                                                               | 64,978            | 40,839         
|Common
      stock issued in exchange for services rendered                                | 215,015           | -              
|Common
      stock retained in connection with reverse merger                              | 50,000            | -              
|Expenses
      paid by Company's principal stockholders                                    | 73,637            | -              
|Interest
      forgiveness from stockholders                                               | (31,224)          | (75,807)       
|(Increase)
      decrease in accounts receivable                                           | 147,837           | (196,983)      
|(Increase)
      decrease in other receivables                                             | 1,031             | (538)          
|(Increase)
      decrease in inventories                                                   | (112,464)         | 88,407         
|Increase
      (decrease) in cash disbursed in excess of available funds                   | 98,507            | 93,807         
|Increase
      (decrease) in deferred revenue                                              | 190,678           | -              
|Increase
      (decrease) in accounts payable and accrued liabilities, net                 | 294,775           | 31,338         
|Net
      cash provided by operating activities                                            | 315,308           | 144,290        
|                                                                                           |                   |                
|Cash
      flows from investing activities:                                                |                   |                
|Capital
      expenditures                                                                 | (125,192)         | (55,902)       
|Net
      cash flows used in investing activities                                          | (125,192)         | (55,902)       
|Cash
      flows from financing activities:                                                |                   |                
|Repayments
      of line of credit, net                                                    | (54,427)          | (12,150)       
|Repayments
      of stockholder advances, net                                              | (21,400)          | (42,769)       
|Repayments
      of long-term debt, net                                                    | (31,424)          | (102,534)      
|Repayments
      of other advances, net                                                    | (162,537)         | -              
|Payments
      received for loan to officers                                               | 21,064            | -              
|Purchase
      of treasury stock                                                           | -                 | (104,000)      
|Proceeds
      from the sale of common stock, net                                          | 30,000            | 201,673        
|Net
      cash (used in) financing activities                                              | (218,724)         | (59,780)       
|                                                                                           |                   |                
|Net
      increase (decrease) in cash and cash equivalents                                 | (28,608)          | 28,608         
|Cash
      and cash equivalents at beginning of year                                       | 28,608            | -              
|Cash
      and cash equivalents at end of year                                             | $
      -         | $
      28,608 
|                                                                                           |                   |                
|Supplemental
      Disclosure of Cash Flows Information:                                   |                   |                
|Cash
      paid during the period for interest                                             | $
      13,295    | $
      -      
|Cash
      paid during the period for income taxes                                         | -                 | -              
|Common
      stock issued in exchange for services rendered                                | 215,015           | -              
|Common
      stock retained in connection with reverse merger                              | 50,000            | -              
|Interest
      forgiveness from stockholders                                               | 31,224            | -              
|Expenses
      paid by Company's principal stockholders                                    | 73,637            | -              
|Acquisition:                                                                               |                   |                
|Assets
      acquired                                                                      | -                 | -              
|Liabilities
      assumed                                                                  | -                 | -              
|Organization
      costs                                                                   | (50,000)          | -              
|Common
      stock retained in reverse merger                                              | 50,000            | -              
|Net
      cash paid for acquisition                                                        | $
      -         | $
      -      



See
accompanying notes to consolidated financial statements



F-5

---

HESPERIA
HOLDING, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2003 and 2002



NOTE
A - SUMMARY OF ACCOUNTING POLICIES



A
summary of the significant accounting policies applied in the preparation of the
accompanying consolidated financial statements follows.



Business
and Basis of Presentation

Hesperia
Holding, Inc. (the "Company") was formed on March 3, 2000 under the
laws of the State of Nevada. Hesperia Holding, Inc. is engaged in the business
of manufacturing and distributing trusses for residential home builders. On
April 10, 2003, the Company entered into an Agreement and Plan of Merger
("Agreement") with Saveyoutime.com, Inc.
("Saveyoutime.com"), an inactive publicly registered shell corporation
with no significant assets or operations organized under the laws of the Nevada.
As a result of the acquisition, Hesperia Holding Inc. is the surviving entity
and Saveyoutime.com is the acquiring entity. As a part of the merger,
saveyoutime.com changed its name to Hesperia Holding, Inc. (see Note B).



The
consolidated financial statements include the accounts of the Company, and its
wholly-owned subsidiaries, Hesperia Truss, Inc. ("Truss") and Pahrump
Valley Truss, Inc. ("PVI"). PVT is currently inactive. Significant
intercompany transactions have been eliminated in consolidation.



As
shown in the accompanying financial statements, the Company incurred a net loss
of $677,462 during the year ended December 31, 2003. The Company's current
liabilities exceeded its current assets by $ 616,848 as of December 31, 2003.



In
April, 2003, the Company completed a corporate restructure by merging into a
publicly-reporting shell corporation (see Note B). As a result of the
restructure, the Company incurred significant non-recurring expenses that were
charged to operations during the year ended December 31, 2003. In addition, the
Company's management took the following steps to restructure its financial
position and improve its liquidity:

- The
          Company's controlling stockholders advanced the Company $ 196,000
    subsequent to the date of the financial statements for working capital
    purposes (see Note L).
- The Company engaged an investment banking firm to pursue equity financing

> 

Revenue
Recognition

For
revenue from product sales, the Company recognizes revenue in accordance with
SEC Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101"). SAB 101 requires that four basic
criteria must be met before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred; (3) the selling price is
fixed and determinable; and (4) collectibility is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgments
regarding the fixed nature of the selling prices of the products delivered and
the collectibility of those amounts. Provisions for discounts and rebates to
customers, estimated returns and allowances, and other adjustments are provided
for in the same period the related sales are recorded. The Company defers any
revenue for which the product has not been delivered or is subject to refund
until such time that the Company and the customer jointly determine that the
product has been delivered or no refund will be required.

Payments
received in advance are deferred until the trusses are built and shipped to
customers. Deferred revenue as of December 31, 2003 was $190,678.



F-6

---

HESPERIA
HOLDING, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2003 and 2002



NOTE
A - SUMMARY OF ACCOUNTING POLICIES (Continued)



Advertising

The
Company follows the policy of charging the costs of advertising to expenses as
incurred. The Company incurred $11,904 and $7,473 of advertising costs for the
years ended December 31, 2003 and 2002, respectively.



Cash
Equivalents

For
purposes of the Statements of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity date of three months or less
to be cash equivalents.



Property
and Equipment

For
financial statement purposes, property and equipment are recorded at cost and
depreciated using the straight-line method over their estimated useful lives as
follows:





|Furniture
      and fixtures               | 5
      years      
|------------------------------------------ | -------------------
|Office
      equipment                     | 3
      years      
|Manufacturing
      equipment and vehicles | 3
      to 10 years
|Leasehold
      improvement                | 7
      years      



Income
Taxes

Income
taxes are provided based on the liability method for financial reporting
purposes in accordance with the provisions of Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." Under this method
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be removed or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
the statements of operations in the period that includes the enactment date.



Earnings
Per Share

The
Company has adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share," specifying the computation, presentation and
disclosure requirements of earnings per share information. Basic earnings per
share has been calculated based upon the weighted average number of common
shares outstanding. Stock options and warrants have been excluded as common
stock equivalents in the diluted earnings per share because they are either
antidilutive, or their effect is not material.



F-7

---

HESPERIA
HOLDING, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2003 and 2002



NOTE
A - SUMMARY OF ACCOUNTING POLICIES (Continued)



Impairment
of Long-Lived Assets

The
Company has adopted Statement of Financial Accounting Standards No. 144
("SFAS 144"). The Statement requires that long-lived assets and
certain identifiable intangibles held and used by the Company be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Events relating to
recoverability may include significant unfavorable changes in business
conditions, recurring losses, or a forecasted inability to achieve break-even
operating results over an extended period. The Company evaluates the
recoverability of long-lived assets based upon forecasted undercounted cash
flows. Should an impairment in value be indicated, the carrying value of
intangible assets will be adjusted, based on estimates of future discounted cash
flows resulting from the use and ultimate disposition of the asset. SFAS No. 144
also requires assets to be disposed of be reported at the lower of the carrying
amount or the fair value less costs to sell.



Use
of Estimates

The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.



Research
and Development

The
Company accounts for research and development costs in accordance with the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 2 ("SFAS 2"), "Accounting for Research and
Development Costs." Under SFAS 2, all research and development costs must
be charged to expense as incurred. Accordingly, internal research and
development costs are expensed as incurred. Third-party research and
developments costs are expensed when the contracted work has been performed or
as milestone results have been achieved. Company-sponsored research and
development costs related to both present and future products are expensed in
the period incurred. The Company incurred no research and product development
costs for the year ended December 31, 2003 and 2002.



Concentrations
of Credit Risk

Financial
instruments and related items which potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents and
trade receivables. The Company places its cash and temporary cash investments
with credit quality institutions. At times, such investments may be in excess of
the FDIC insurance limit. The Company's customers are concentrated primarily
in the state of California and Nevada and it periodically reviews its trade
receivables in determining its allowance for doubtful accounts.



F-8

---

HESPERIA
HOLDING, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2003 and 2002



NOTE
A - SUMMARY OF ACCOUNTING POLICIES (Continued)



Stock
Based Compensation

In
December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure-an amendment of
SFAS 123." This statement amends SFAS No. 123, "Accounting for
Stock-Based Compensation," to provide alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, this statement amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company has chosen to continue to account for stock-based
compensation using the intrinsic value method prescribed in APB Opinion
No. 25 and related interpretations. Accordingly, compensation expense for
stock options is measured as the excess, if any, of the fair market value of the
Company's stock at the date of the grant over the exercise price of the related
option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended December 31, 2003
and will adopt the interim disclosure provisions for its financial reports for
the subsequent periods. The Company does not have any awards of stock-based
employee compensation issued and outstanding at December 31, 2003.



Liquidity

As
shown in the accompanying financial statements, the Company incurred a net loss
of $677,462 and net income of $163,227 for the year ended December 31, 2003 and
2002, respectively. As of December 31, 2003, the Company's current liabilities
exceeded its current assets by $616,848.



Comprehensive
Income

Statement
of Financial Accounting Standards No. 130 ("SFAS 130"),
"Reporting Comprehensive Income," establishes standards for reporting
and displaying of comprehensive income, its components and accumulated balances.
Comprehensive income is defined to include all changes in equity except those
resulting from investments by owners and distributions to owners. Among other
disclosures, SFAS 130 requires that all items that are required to be recognized
under current accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. The Company does not have any items of comprehensive
income in any of the periods presented.



Segment
Information

Statement
of Financial Accounting Standards No. 131, "Disclosures about Segments of
an Enterprise and Related Information" ("SFAS 131") establishes
standards for reporting information regarding operating segments in annual
financial statements and requires selected information for those segments to be
presented in interim financial reports issued to stockholders. SFAS 131 also
establishes standards for related disclosures about products and services and
geographic areas.



F-9

---

HESPERIA
HOLDING, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2003 and 2002



NOTE
A - SUMMARY OF ACCOUNTING POLICIES (Continued)



Operating
segments are identified as components of an enterprise about which separate
discrete financial information is available for evaluation by the chief
operating decision maker, or decision-making group, in making decisions how to
allocate resources and assess performance. The information disclosed herein
materially represents all of the financial information related to the Company's
principal operating segment.



Reclassifications

Certain
reclassifications have been made in prior year's financial statements to
conform to classifications used in the current year.



New
Accounting Pronouncements

In
January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by
which one company includes another entity in its consolidated financial
statements. Previously, the criteria were based on control through voting
interest. Interpretation 46 requires a variable interest entity to be
consolidated by a company if that company is subject to a majority of the risk
of loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. A company that consolidates a
variable interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The adoption of FASB interpretation
no. 46 will not have a material impact on the Company's results of operations
or financial position.



New
Accounting Pronouncements (Continued)

In
April 2003, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 149, AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES. SFAS 149 amends SFAS No. 133 to provide clarification on the
financial accounting and reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for on a comparable basis. The provisions of SFAS 149 are effective for
contracts entered into or modified after June 30, 2003, and for hedging
relationships designated after June 30, 2003. The adoption of SFAS 149 will not
have a material impact on the Company's results of operations or financial
position.



In
May 2003, the FASB issued SFAS No. 150, ACCOUNTING FOR CERTAIN FINANCIAL
INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. The provisions
of SFAS 150 are effective for financial instruments entered into or modified
after May 31, 2003 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The adoption of SFAS 150 will not have a material impact on the Company's
results of operations or financial position.



F-10

---

HESPERIA
HOLDING, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2003 and 2002



NOTE
A - SUMMARY OF ACCOUNTING POLICIES (Continued)



In
December 2003, the FASB issued SFAS No. 132 (revised), EMPLOYERS' DISCLOSURES
ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, AND 106. This statement retains the disclosure
requirements contained in FASB statement no. 132, Employers' Disclosures about
Pensions and Other Postretirement Benefits, which it replaces. It requires
additional disclosures to those in the original statement 132 about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The required
information should be provided separately for pension plans and for other
postretirement benefit plans. The revision applies for the first fiscal or
annual interim period ending after December 15, 2003 for domestic pension
plans and June 15, 2004 for foreign pension plans and requires certain new
disclosures related to such plans. The adoption of this statement will not have
a material impact on the Company's results of operations or financial
positions.



NOTE
B - BUSINESS COMBINATION AND CORPORATE RESTRUCTURE



On
April 10, 2003, the Company completed an Agreement and Plan of Merger
("Agreement") with Saveyoutime.com, Inc.
("Saveyoutime.com"), an inactive publicly registered shell corporation
with no significant assets or operations organized under the laws of the State
of Nevada. As a result of the acquisition, there was a change in control of the
public entity. As part of the merger, Saveyoutime.com changed its name to
Hesperia Holding, Inc.



For
accounting purposes, Hesperia Holding, Inc. shall be the surviving entity and in
accordance with Accounting Principles Opinion No. 16, Saveyoutime.com is the
acquiring entity. The transaction is accounted for using the purchase method of
accounting. As Saveyoutime.com was an inactive corporation with no significant
operations, the Company recorded the carryover historical basis of net tangible
assets acquired, which did not differ materially from their historical cost. The
results of operations subsequent to the date of merger are included in the
Company's consolidated statements of losses.



Effective
with the Agreement, all but 50,000 shares of the previously outstanding common
stock, preferred stock, options and warrants owned by Saveyoutime.com's sole
stockholder were returned to the Company for cancellation. The value of the
50,000 shares of common stock that were retained by the Saveyoutime.com
stockholder was based upon management's estimate of the fair value of Hesperia
Holding, Inc.'s common stock of $1.00 per share. In accordance with SOP 98-5,
the Company has expensed $50,000 in the current period as organization costs.



The
total consideration paid was $50,000 and the significant components of the
transaction are as follows:





|Common
      stock retained                              | $
      50,000
|-------------------------------------------------------- | --------------
|Excess
      of liabilities assumed over assets acquired | -             
|Total
      consideration paid                           | $
      50,000



F-11

---

HESPERIA
HOLDING, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2003 and 2002



NOTE
C - INVENTORIES



Inventories
are stated at the lower of cost or market determined by the first-in, first-out
(FIFO) method. Inventories consist of trusses available for sale to contract
customers along with raw materials and work-in progress.



Components
of inventories as of December 31, 2003 are as follows:





|Raw
      materials    | $
      71,139 
|---------------------- | ---------------
|Work-in
      progress | 9,200          
|Finished
      goods   | 82,668         
|                       | $
      163,007



NOTE
D - PROPERTY, PLANT AND EQUIPMENT



The
Company's property and equipment at December 31, 2003 consists of the
following:



|Furniture
      and fixtures               | $
      7,990  
|------------------------------------------ | ---------------
|Office
      equipment                     | 16,066         
|Manufacturing
      equipment and vehicles | 297,994        
|Leasehold
      improvement                | 17,352         
|Total                                      | 339,402        
|Accumulated
      depreciation             | (166,337)      
|                                           | $
      173,065



Depreciation
expense included as a charge to income amounted to $64,978 and $40,839 for the
year-ended December 31, 2003 and 2002, respectively.



NOTE
E - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES



Accounts
payable and accrued liabilities at December 31, 2003 are as follows:



|Accounts
      payable                           | $
      369,400
|------------------------------------------------ | ---------------
|Accrued
      payroll and payroll taxes          | 66,835         
|Accrued
      sales tax payable - current year   | 57,970         
|Accrued
      sales tax liabilities - prior year | 159,213        
|Total                                            | $
      653,418



During
the year ended December 31, 2003, the Company's wholly-owned subsidiary,
Hesperia Truss, Inc. ("Truss"), received an assessment of sales tax
liabilities from State Board of Equalization in State of California that Truss's
reported sales for the period from October 1998 through December 2001 were
significantly different from the audited sales amount concluded by the State
Board of Equalization. It was determined that Truss has an additional $169,213
of sales tax liabilities, including interest and penalty. The Company has
accrued the assessed liabilities and agreed to make payments of $5,000 per week
starting December 22, 2003. As of December 31, 2003, the remaining unpaid
balance is $159, 213. The Company is vigorously appealing for a re-assessment
and is expecting to receive a re-assessment in favor of the Company in the first
quarter of 2004.



F-12

---

HESPERIA
HOLDING, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2003 and 2002



NOTE
F - NOTES PAYABLE



Notes
payable at December 31, 2003 is as follows:





|Note
      payable to former Company founder in monthly installments of $2,000, non
      interest bearing ; secured by 1,000 shares of the Hesperia Truss, Inc.
      stock     | $
      51,463
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------
|Note
      payable in monthly installments of $375 including interest at 2.9% per
      annum; secured by Company transportation equipment; maturity date is in
      July 2004. | $
      2,312 
|Note
      payable in monthly installments of $375 including interest at 7.9% per
      annum; secured by Company transportation equipment; maturity date is in
      July 2004. | 2,675         
|                                                                                                                                                                                 | 56,450        
|Less:
      current portion                                                                                                                                                      | (56,450)      
|                                                                                                                                                                                 | $
      -     



NOTE
G - CAPITAL STOCK



The
Company has authorized 5,000,000 shares of preferred stock, with a par value of
$.001 per share. As of December 31, 2003, the Company has no preferred stock
issued and outstanding The Company has authorized 20,000,000 shares of common
stock, with a par value of $.001 per share. As of December 31, 2003, the Company
has 11,510,845 shares of common stock issued and outstanding.



During
the year ended December 31, 2002, Hesperia Holding Corp. the predecessor to the
Company issued an aggregate of 201,673 shares in a private placement to
accredited investors in exchange for $201,673, net of costs and fees.



In
January 2003, Hesperia Holding Corp. issued an aggregate of 214,000 shares of
common stock to consultants in exchange for services valued at $1.00 per share,
which approximated the fair value of the shares issued during the period the
services were completed and rendered. Compensation costs of $214,000 were
charged to income during the year ended December 31, 2003.



In
April 2003, the sole stockholder of the Saveyoutime.com returned and canceled
6,454,370 shares of Saveyoutime.com common stock and 50,000 shares of the
Company's common stock was retained in connection with the Agreement (Note B).
The value of the 50,000 shares of common stock was based upon management's
estimate of the fair value of Hesperia Holding, Inc.'s common stock of $1.00
per share and the Company has expensed $50,000 in the current period as
organization costs.



Pursuant
to the merger agreement, an aggregate of 10,415,845 shares of Hesperia Holdings
Corp.'s (predecessor of Hesperia Holding, Inc.) outstanding common stock was
returned and exchanged with the 10,415,845 shares of Hesperia Holding, Inc.'s
common stock.



F-13

---

HESPERIA
HOLDING, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2003 and 2002



NOTE
G - CAPITAL STOCK Continued)



In
April 2003, the Company issued 30,000 shares of its common stock in a private
placement to an accredited investor in exchange for $30,000, net of costs and
fees.



In
November 2003, the Company issued an aggregate of 1,015,000 shares to officers
and consultants for services rendered. The shares were issued at the time that
the Company did not have a historical market price for its common stock and the
Company had a substantial negative book value and therefore were recorded at the
par value of the common stock.



NOTE
H - RELATED PARTY TRANSACTIONS



Significant
stockholders of the Company have advanced funds on a non-interest bearing basis
to the Company for working capital purposes. The amount of the advances at
December 31, 2003 is $235,825. The stockholders agreed not to demand any
payments for funds personally advanced to the Company until fiscal year 2005.
Additionally, the Company has advanced funds to an employee and the outstanding
balance is $650 as of December 31, 2003.



During
the year ended December 31, 2003, the Company's principal stockholders paid
office expenses on the Company's behalf in a total amount of $73,637. The
Company has accounted the expenses paid by stockholders as additional paid-in
capital. Two of the Company's principal stockholders also legally released the
Company's obligation for $31,224 and $75,807 of accrued interest due to the
stockholders during the year ended December 31, 2003 and 2002, respectively. The
Company has accounted the interest forgiveness as other income as shown in the
accompanying financial statements.



The
Company leases office spaces and manufacturing fields from its principal
stockholders on a month-to-month basis in California and Nevada (Note K).



NOTE
I - INCOME TAXES



The
Company has adopted Financial Accounting Standard number 109, which requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statement or tax
returns. Under this method, deferred tax liabilities and assets are determined
based on the difference between financial statements and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Temporary differences between taxable
income reported for financial reporting purposes and income tax purposes are
insignificant.



From
inception through the date of the merger the Company had elected to be taxed
under the provisions of Subchapter S of the Internal Revenue Code. Under those
provisions, the Company does not pay federal corporate income taxes on its
taxable income and is not allowed a net operating loss carryover or carry back
as a deduction. Instead, the stockholders are liable for individual federal
income taxes on their respective shares of taxable income or include their
respective shares of the Company's net operating loss in their individual
income tax returns.



As
a result of the merger, the Company terminated its Subchapter S status.



F-14

---

HESPERIA
HOLDING, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2003 and 2002



NOTE
I - INCOME TAXES (Continued)



For
income tax reporting purposes, the Company's aggregate unused net operating
losses approximate $677,000, which expires through 2023, subject to limitations
of Section 382 of the Internal Revenue Code, as amended. The deferred tax asset
related to the carry forward is approximately $230,000. The Company has provided
a valuation reserve against the full amount of the net operating loss benefit,
since in the opinion of management based upon the earning history of the
Company, it is more likely than not that the benefits will not be realized.



Components
of deferred tax assets as of December 31, 2003 are as follows:





|Non-Current:                           |                
|-------------------------------------- | ---------------
|Net
      operating loss carry forward | $
      230,000
|Valuation
      allowance              | (230,000)      
|Net
      deferred tax asset           | $
      -      



NOTE
J - EARNINGS (LOSSES) PER COMMON SHARE



The
following table presents the computation of basic and diluted earning (loss) per
share:





|                                                          | 2003              | 2002           
|--------------------------------------------------------- | ----------------- | ---------------
|Net
      income (loss) available for common stockholders | $
      (677,462) | $
      163,227
|Basic
      and fully diluted loss per share              | $
      (0.06)    | $
      0.02   
|Weighted
      average common shares outstanding          | 10,549,809        | 10,201,845     



NOTE
K - COMMITMENTS AND CONTINGENCIES



Lease
Agreement

The
Company leases office spaces and manufacturing fields from its principal
stockholders on a month-to-month basis in Hesperia, California and Pahrump,
Nevada. Monthly rentals under the leases are $2,000 and $2,556, respectively.
Rental expense charged to operations during the year ended December 31, 2003 is
$31,667.



Major
Suppliers

Purchases
from the Company's four major suppliers approximated $2,709,970 or 65% of
total purchases for the year ended December 31,2003. Purchases from the Company's
four major suppliers approximated $2,240,213 or 73% of total purchases for the
year ended December 31, 2002.



Litigation

The
Company is subject to legal proceedings and claims, which arise in the ordinary
course of its business. Although occasional adverse decisions or settlements may
occur, the Company believes that the final disposition of such matters should
not have a material adverse effect on its financial position, results of
operations or liquidity.



F-15

---

HESPERIA
HOLDING, INC.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER
31, 2003 and 2002



NOTE
L - SUBSEQUENT EVENTS



Subsequent
to the date of the financial statements, significant stockholders of the Company
have advanced an aggregate of $196,000 to the Company for working capital
purposes. No formal repayment terms exist.