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, 2004

                        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 X No

     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. [ ]

     As of March 1, 2005 the aggregate market value of the  registrant's  Common
Stock held by non-affiliates  of the registrant was  approximately  $418,520.63,
based upon the closing sales price on the Nasdaq Over-The-Counter Bulletin Board
for that date.

     The number of shares of Common  Stock,  $0.001 par  value,  outstanding  on
March 1, 2005, was 16,151,467 shares, held by approximately 150 stockholders.

     The issuer's  revenues for its most recent  fiscal year ended  December 31,
2004 were $11,267,045.

     Transitional Small Business  Disclosure Format (check one): Yes     No X
                                                                    ---    ---
<PAGE>

                             HESPERIA HOLDING, INC.
                          ANNUAL REPORT ON FORM 10-KSB
                   For the Fiscal Year Ended December 31, 2004

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

PART I                                                                                                      Page
<S>                                     <C>                                                                  <C>
      Item 1.    Business..................................................................................   1
      Item 2.    Properties................................................................................   4
      Item 3.    Legal Proceedings.........................................................................   4
      Item 4.    Submission of Matters to a Vote of Security Holders.......................................   4

PART II
      Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters....................    6
      Item 6.    Management's Discussion and Analysis of Financial Condition and Results Of Operations....   10
      Item 7.    Financial Statements.....................................................................  F-1
      Item 8.    Changes in and Disagreements with Accountants on Auditing and Financial Disclosure.......   19
      Item 8A.   Controls and Procedures..................................................................   19
      Item 8B.   Other Information........................................................................   19

PART III
      Item 9.     Directors and Executive Officers of the Registrant.......................................  20
      Item 10.    Executive Compensation...................................................................  22
      Item 11.    Security Ownership of Certain Beneficial Owners and Management...........................  23
      Item 12.    Certain Relationships and Related Transactions...........................................  24

PART IV
      Item 13.    Exhibits.................................................................................  25
      Item  14.   Principal Accountant Fees and Services .... .............................................  26

      Signatures...........................................................................................  27

</TABLE>
                                       i
<PAGE>
     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

Background

     Hesperia  Holding,  Inc.  (formerly  Saveyoutime.com,  Inc.) entered into a
merger  agreement  dated  January  20,  2003  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,  we issued  10,415,845  shares of our common  stock to the
stockholders  of Hesperia  Holding  Corp. in exchange for 100% of the issued and
outstanding  common stock of Hesperia  Holding Corp.  Our then sole  stockholder
retained 50,000 shares of common stock and cancelled  6,454,370 shares resulting
in 10,465,845 shares being issued and outstanding.

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

Products and Services

     Floor Trusses.  Floor trusses are used for multi-story  structures,  and as
such are used as substitutes for floor joints.  We specialize 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

     Our operation is set up to design, manufacture and transport floor and roof
trusses. The following describes the process in which we receive orders, develop
plans, manufacture and ship our goods:

     1.   Receive  Bid  Proposal - We have 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.

                                       1
<PAGE>

     2.   Accurately Develop Bid - We generally  structure our bids based on the
          cost  of  lumber  and the  expected  complexity  of the  manufacturing
          process.  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  -  We  develop   truss   layouts  using
          architectural  blueprints supplied by contractors,  building owners or
          framers.  We use Mitek  software  to  design  the  truss  layout.  The
          software 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.

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

Agreement with Home Depot

     On  February  8,  2005,  we,  through  one of our  operating  subsidiaries,
Hesperia Truss Inc, became a licensed vendor of The Home Depot Inc.  Pursuant to
this agreement,  we became a supplier of custom-order trusses for 123 Home Depot
stores in Southern  California  and  Nevada.  The 123 Home Depots will now offer
custom-built  trusses to customers and  contractors  as part of the services and
products  they  provide.  When a  customer  or  contractor  places  an order for
custom-built  trusses  through  Home Depot,  the Home Depot will place the order
with us, and we will bill and be paid directly by the Home Depot.  The agreement
does not provide for a minimum order guarantee,  but for trusses on an as-needed
basis.

Suppliers

     We are  serviced  by a  diverse  supplier  base.  We have  ready  access to
alternate  suppliers for each product type. The following  table lists our major
suppliers:
<TABLE>
<CAPTION>

     Supplier              Product Service               Length of               Average  % of Annual
                                                         Relationship            Purchase
<S>                         <C>                           <C>                     <C>
     Burns Lumber          Lumber                        7 Years                 14%
     Valley Lumber         Lumber                        3 Years                  5%
     Garard Lumber         Lumber                        7 Years                  4%
     Mitek                 Engineering & Metal Plates    2 Years                  6%
</TABLE>

Additionally, we utilize the following suppliers:

Hesperia Wholesale Lumber
Universal Forest Products
Washington Pacific
Weyerhaeuser
Seemac, Inc.

Markets and Customers

     We primarily cater 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 our primary
markets and the products we provide to each market.

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


                                       2
<PAGE>

     General  Contractors  - HHI 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 HHI. These  contractors  focus only on trusses.  They are
subcontracted by general contractors to install only trusses for buildings.

     Owner  Builders - Owner  builders  represent  10% of HHI'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 HHI manufactures
trusses to their specifications.

     Resale Distributors - Resale distributors  represent the smallest market in
which HHI  caters.  Resale  distributors  are  large  businesses  that  purchase
prefabricated trusses from HHI for resale.

Geographic Region

     We provide  our  trusses to the  California,  Southern  Nevada and  Arizona
regions.

Customers

     We have  conducted a majority of our business  with repeat  customers.  Our
significant customers are indicated below:
<TABLE>
<CAPTION>

Customer                           Market                                       Length of Relationship
<S>                                <C>                                             <C>
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
</TABLE>

Sales and Marketing

     We do not actively market our products;  rather,  we rely on  word-of-mouth
referrals  and we employ an inside sales  person  dedicated  to  developing  new
business..  The majority of bid proposals are received  through  referrals.  Our
inside salesperson  contacts contractors through industry contacts and the phone
book, as well as referrals from other contractors.

Direct Selling

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

                                       3
<PAGE>
Industry Outlook/Competition

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 California's largest economies.  If it were a state, its $60
billion in total personal income would rank 32nd, just behind Kansas. The Inland
Empire has  considerably  more open space for new housing (the principle  reason
for its population growth) and industrial expansion.

     The Inland Empire  sustains over 1,000,000  jobs.  This accounts for 14% of
all jobs in Southern California per CA Employment  Development  Department.  The
Inland Empire, as a whole,  recorded very healthy residential and nonresidential
construction  growth - with a  30.87%  increase  in new  building  permits  from
September, 2003 to 2004 per the US Census Bureau. In addition, our second market
area,  Nye  County,  Nevada  was  ranked  second in July,  2004 by the  National
Association  of Home Builders  with a 36.5 percent  growth rate for active adult
home  contruction.  To some extent this growth  represents a spillover effect of
strong  employment  expansion in neighboring  areas such as Orange and San Diego
counties in California and Clark County, Nevada.

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.

Employees

     We currently  have 85 full time  employees.  Our employees are primarily at
the production level followed by sales and design,  administration and executive
positions.  Currently,  there  exists no  organized  labor  agreements  or union
agreements between us and our employees.  We believe that our relations with our
employees are good.

ITEM 2.   DESCRIPTION OF PROPERTY

     We maintain our principal office at 9780 "E" Avenue,  Hesperia,  California
92345.  Our telephone  number at that office is (760) 244-8787 and our facsimile
number is (760) 244-2215.

     We lease 3,900 square feet of office  space at our  principal  office.  The
monthly  rent is $2,000.  In  addition,  we also lease  manufacturing  fields in
Pahrump,  Nevada at a monthly rent of $4,500. We lease the Hesperia,  California
property  on  a  month-to-month  basis  from  our  principal  shareholders.  The
manufacturing  field in Pahrump,  Nevada is a two year lease agreement  expiring
March  31,2006 with an option to renew for an additional  two years.  We believe
that our current  office space and facilities are sufficient to meet our present
needs and do not anticipate any  difficulty  securing  alternative or additional
space, as needed, on terms acceptable to us. Rent expenses charged to operations
during the year ended December 31, 2004 was $91,734.

ITEM 3.   LEGAL PROCEEDINGS

     From time to time,  we may become  involved in various  lawsuits  and legal
proceedings which arise in the ordinary course of business.  However, litigation
is subject to inherent  uncertainties,  and an adverse  result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal  proceedings  or claims  that we believe  will have,
individually  or in the  aggregate,  a material  adverse affect on our business,
financial condition or operating results.

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

     Pursuant to a written consent of a majority of  stockholders  dated October
22,  2004,  in lieu of a special  meeting of the  stockholders,  the majority of
stockholders approved the following actions:

     1. To amend  the  Company's  Articles  of  Incorporation,  as  amended,  to
increase the number of authorized  shares of common  stock,  par value $.001 per
share, of the Company from 20,000,000 shares to 100,000,000 shares;

                                       4
<PAGE>

     2. To ratify the  selection  of Russell  Bedford  Stefanou  Mirchandani  as
independent registered public accounting firm of the Company for the year ending
December 31, 2004;

     3. To elect Donald Shimp,  Mark  Presgraves and Fred Smith to the Company's
Board of  Directors,  to hold  office  until  their  successors  are elected and
qualified or until their earlier resignation or removal; and

     4. To adopt the Company's 2004 Stock Incentive Plan.



                                       5
<PAGE>

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our  common  stock is quoted on the OTC  Bulletin  Board  under the  symbol
"HSPR".

     For the periods indicated,  the following table sets forth the high and low
bid  prices  per share of common  stock.  These  prices  represent  inter-dealer
quotations  without  retail  markup,   markdown,   or  commission  and  may  not
necessarily represent actual transactions.

                                      High($)          Low ($)
                                      ------          --------

  2003
  Fourth Quarter (1)                   1.25            0.50

  2004
  First Quarter                        1.50            0.55
  Second Quarter                       1.20            0.35
  Third Quarter                        1.01            0.35
  Fourth Quarter                       0.85            0.10

  2005
  First Quarter (2)                    0.19            0.09

(1) Our stock first traded on December 12, 2003.
(2) As of March 7, 2005.

DESCRIPTION OF SECURITIES

Common Stock

     We are  authorized to issue up to 100,000,000  shares of common stock,  par
value $.001. As of March 1, 2005,  there were 16,151,467  shares of common stock
outstanding.  Holders of the common  stock are entitled to one vote per share on
all matters to be voted upon by the  stockholders.  Holders of common  stock are
entitled to receive  ratably such  dividends,  if any, as may be declared by the
Board of Directors out of funds legally available thereof. Upon the liquidation,
dissolution,  or  winding up of our  company,  the  holders of common  stock are
entitled to share  ratably in all of our assets which are legally  available for
distribution  after payment of all debts and other  liabilities  and liquidation
preference  of any  outstanding  common  stock.  Holders of common stock have no
preemptive,  subscription,  redemption,  or conversion  rights.  The outstanding
shares of common stock are validly issued, fully paid and nonassessable.

Preferred Stock

     We are authorized to issue up to 5,000,000  shares of Preferred  Stock, par
value $.001.  As of March 1, 2005,  there were 200,000 shares of preferred stock
issued and outstanding.  On August 26, 2004, we sold 200,000 shares of preferred
stock to one  investor  for  $65,000,  net of costs  and  fees.  The  shares  of
preferred stock are convertible into shares of our common stock on an 1:1 basis.
In addition,  the preferred stock is entitled to a dividend of $0.024 per share,
payable quarterly. In addition, in the event of liquidation, the preferred stock
is entitled to a liquidation preference of $0.44 per share.

Options

     There are currently no options outstanding.

                                       6
<PAGE>
Warrants

     In  connection  with a Security  Agreement  dated  October 8, 2004, we have
issued  461,000  warrants to purchase  shares of common stock.  The warrants are
exercisable  until seven years from the date of issuance at a purchase  price of
$0.79 per share.

Convertible Securities

     To obtain  funding for our ongoing  operations,  we entered into a Security
Agreement with Laurus Master Fund, Ltd. on October 8, 2004 for the sale of (i) a
$1,000,000  principal amount convertible Secured Revolving Note, (ii) a $500,000
principal  amount  convertible  minimum  borrowing  note,  and (iii) warrants to
purchase 461,000 shares of common stock.

     Each of the convertible notes accrues interest at a rate per annum equal to
the greater of

     -    the prime rate published in The Wall Street Journal plus 3%; or
     -    7%.

     subject to possible downward adjustment if:

     -    we shall have registered the shares of our common stock underlying the
          conversion of such convertible notes and the related warrants; and
     -    the volume  weighted  average price of the common stock as reported by
          Bloomberg,  L.P. on the  principal  market for the five  trading  days
          immediately  preceding an interest  payment date (the "Market  Price")
          under  such  convertible  notes  exceeds  the  then  applicable  fixed
          conversion price by 25%,

     in which event the interest rate for the  succeeding  calendar  month shall
automatically be reduced by 2.0% for each incremental 25% increase in the Market
Price of our common stock above the then applicable fixed conversion price. Each
of the convertible notes has a maturity date of October 8, 2007.

     The Secured Revolving Note is a revolving note with funding available based
upon  eligible  accounts  receivable.  All of our  accounts  receivable  will be
applied to paying off the $1,000,000  note, and we will be allowed to borrow 90%
of eligible accounts receivable,  up to the $1,000,000 at any time. In addition,
pursuant to the $500,000 minimum  borrowing note, we agreed not allow the amount
borrowed and  outstanding to Laurus Master Fund to be less than $500,000  during
the next two years.

     The  outstanding  principal  and  accrued  interest  under the  convertible
Secured  Revolving  Note and Minimum  Borrowing  notes are  convertible,  at the
holder's option,  into shares of our common stock at a conversion price equal to
$0.71 per share.  The  conversion  price was  subsequently  reduced to $0.60 per
share  triggered  by the  Company  issuing  stock  at a  lower  price,  per  the
agreement.  The Minimum Borrowing Note may be prepaid by us in cash by paying to
the holder 130% of the principal and related accrued and unpaid interest thereon
being prepaid.

     Laurus  Master Fund has  contractually  agreed to  restrict  its ability to
convert or exercise its warrant and receive shares of our common stock such that
the  number of shares of common  stock held by them and their  affiliates  after
such  conversion  or  exercise  does not  exceed  4.99% of the then  issued  and
outstanding shares of common stock.

     The full  principal  amount of the secured  convertible  notes are due upon
default  under  the  terms  of  secured  convertible  notes.  The  warrants  are
exercisable  until seven years from the date of issuance at a purchase  price of
$0.79 per share. In addition,  we have granted the investors a security interest
in substantially  all of our assets and  intellectual  property and registration
rights.

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

                                       7
<PAGE>
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:

     o    A description  of the nature and level of risk in the market for penny
          stocks in both public offerings and secondary trading;
     o    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;
     o    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;
     o    A toll-free telephone number for inquiries on disciplinary actions;
     o    Definitions of significant terms in the disclosure  document or in the
          conduct of trading in penny stocks; and
     o    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:

     o    The bid and offer quotations for the penny stock;
     o    The  compensation  of the  broker-dealer  and its  salesperson  in the
          transaction;
     o    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
     o    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

     To obtain  funding for our ongoing  operations,  we entered into a Security
Agreement with Laurus Master Fund, Ltd. on October 8, 2004 for the sale of (i) a
$1,000,000  principal amount convertible Secured Revolving Note, (ii) a $500,000
principal  amount  convertible  minimum  borrowing  note,  and (iii) warrants to
purchase  461,000  shares of common  stock.  The notes were  issued  pursuant to
exemptions  provided by Section  4(2) of the  Securities  Act and by Rule 506 of
Regulation D promulgated under the Act

     Each of the convertible notes accrues interest at a rate per annum equal to
the greater of

     -    the prime rate published in The Wall Street Journal plus 3%; or

     -    7%.

     subject to possible downward adjustment if:

     -    we shall have registered the shares of our common stock underlying the
          conversion of such convertible notes and the related warrants; and

     -    the volume  weighted  average price of the common stock as reported by
          Bloomberg,  L.P. on the  principal  market for the five  trading  days
          immediately  preceding an interest  payment date (the "Market  Price")
          under  such  convertible  notes  exceeds  the  then  applicable  fixed
          conversion price by 25%,

                                       8
<PAGE>
     in which event the interest rate for the  succeeding  calendar  month shall
automatically be reduced by 2.0% for each incremental 25% increase in the Market
Price of our common stock above the then applicable fixed conversion price. Each
of the convertible notes has a maturity date of October 8, 2007.

     The Secured Revolving Note is a revolving note with funding available based
upon  eligible  accounts  receivable.  All of our  accounts  receivable  will be
applied to paying off the $1,000,000  note, and we will be allowed to borrow 90%
of eligible accounts receivable,  up to the $1,000,000 at any time. In addition,
pursuant to the $500,000 minimum  borrowing note, we agreed not allow the amount
borrowed and  outstanding to Laurus Master Fund to be less than $500,000  during
the next two years.

     The  outstanding  principal  and  accrued  interest  under the  convertible
Secured  Revolving  Note and Minimum  Borrowing  notes are  convertible,  at the
holder's option,  into shares of our common stock at a conversion price equal to
$0.71 per  share.  The  Minimum  Borrowing  Note may be prepaid by us in cash by
paying to the  holder  130% of the  principal  and  related  accrued  and unpaid
interest thereon being prepaid.

     * All of the above  offerings and sales were deemed to be exempt under Rule
506 of Regulation D and Section 4(2) of the  Securities Act of 1933, as amended.
No advertising or general  solicitation was employed in offering the securities.
The  offerings and sales were made to a limited  number of persons,  all of whom
were accredited investors, business associates of Hesperia or executive officers
of Hesperia, and transfer was restricted by Hesperia Holding, Inc. in accordance
with  the   requirements   of  the  Securities  Act  of  1933.  In  addition  to
representations  by the  above-referenced  persons,  we  have  made  independent
determinations  that all of the  above-referenced  persons  were  accredited  or
sophisticated  investors, and that they were capable of analyzing the merits and
risks of their  investment,  and that they understood the speculative  nature of
their investment. Furthermore, all of the above-referenced persons were provided
with access to our Securities and Exchange Commission filings.


                                       9
<PAGE>

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.

Overview

     We are a manufacturer of custom-built  floor and roof trusses.  Trusses are
rigid frameworks,  made of wooden beams and metal brackets,  designed to support
specific structures, such as roofs or floors. Our operation is set up to design,
manufacture  and  transport  floor and roof  trusses.  We  operate  through  our
wholly-owned subsidiaries Hesperia Truss, Inc. and Pahrump Valley Truss, Inc.

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:

         o stock-based compensation; and

         o 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.

     We 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.


                                       10
<PAGE>
Revenue Recognition

     For  revenue  from  product  sales,  the  Company   recognizes  revenue  in
accordance  with  Staff  Accounting   Bulletin  No.  104,  REVENUE   RECOGNITION
("SAB104"),   which  superceded  Staff  Accounting  Bulletin  No.  101,  REVENUE
RECOGNITION IN FINANCIAL STATEMENTS ("SAB101").

     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 our 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.
We defer any revenue for which the product has not been  delivered or is subject
to refund until such time that the customer  and we 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.

     SAB 104  incorporates  Emerging  Issues  Task Force 00-21  ("EITF  00-21"),
MULTIPLE-DELIVERABLE  REVENUE ARRANGEMENTS.  EITF 00-21 addresses accounting for
arrangements that may involve the delivery or performance of multiple  products,
services and/or rights to use assets.  The effect of implementing  EITF 00-21 on
the Company's  consolidated financial position and results of operations was not
significant.

Recent Accounting Pronouncements

     In November 2004, the Financial  Accounting  Standards  Board (FASB) issued
SFAS  151,  Inventory  Costs--  an  amendment  of ARB No.  43,  Chapter  4. This
Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory  Pricing," to
clarify the accounting for abnormal amounts of idle facility  expense,  freight,
handling costs, and wasted material  (spoilage).  Paragraph 5 of ARB 43, Chapter
4, previously  stated that ". . . under some  circumstances,  items such as idle
facility expense,  excessive spoilage,  double freight, and rehandling costs may
be so abnormal as to require  treatment as current period  charges.  . . ." This
Statement  requires  that those items be recognized  as  current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this Statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.  This  Statement is effective for inventory  costs  incurred  during
fiscal  years  beginning  after June 15, 2005.  Management  does not believe the
adoption  of this  Statement  will  have any  immediate  material  impact on the
Company.

     In December 2004, the FASB issued SFAS No.152,  "Accounting for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments  made by Statement 152 This Statement  amends FASB Statement
No.  66,  Accounting  for  Sales of Real  Estate,  to  reference  the  financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided in AICPA  Statement  of Position  (SOP) 04-2,  Accounting  for Real
Estate Time-Sharing Transactions.  This Statement also amends FASB Statement No.
67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to state that the guidance for (a) incidental  operations and (b) costs incurred
to sell  real  estate  projects  does  not  apply  to real  estate  time-sharing
transactions.  The accounting  for those  operations and costs is subject to the
guidance in SOP 04-2.  This Statement is effective for financial  statements for
fiscal years beginning after June 15, 2005. with earlier application encouraged.
The Company does not anticipate  that the  implementation  of this standard will
have a material impact on its financial position,  results of operations or cash
flows.


     On December 16, 2004,  the Financial  Accounting  Standards  Board ("FASB")
published  Statement of Financial  Accounting  Standards No. 123 (Revised 2004),
Share-Based  Payment ("SFAS 123R").  SFAS 123R requires that  compensation  cost
related to  share-based  payment  transactions  be  recognized  in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include stock options,  restricted stock plans,  performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R are  effective  as of the first  interim  period that begins after June 15,
2005. Accordingly,  the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require  the  recognition  of  compensation  cost in the  financial  statements.
Management is assessing the  implications  of this revised  standard,  which may
materially  impact the  Company's  results of operations in the third quarter of
fiscal year 2005 and thereafter.


                                       11
<PAGE>

     On  December  16,  2004,  FASB issued  Statement  of  Financial  Accounting
Standards No. 153, Exchanges of Nonmonetary  Assets, an amendment of APB Opinion
No. 29,  Accounting for Nonmonetary  Transactions (" SFAS 153").  This statement
amends APB Opinion 29 to eliminate the exception  for  nonmonetary  exchanges of
similar productive assets and replaces it with a general exception for exchanges
of nonmonetary assets that do not have commercial substance.  Under SFAS 153, if
a nonmonetary exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable,  the transaction must be accounted for
at fair  value  resulting  in  recognition  of any  gain or  loss.  SFAS  153 is
effective for  nonmonetary  transactions in fiscal periods that begin after June
15,  2005.  The Company  does not  anticipate  that the  implementation  of this
standard  will have a  material  impact on its  financial  position,  results of
operations or cash flows.


Results of Operations for the Years Ended December 31, 2004 and 2003 Compared.
<TABLE>
<CAPTION>

                                                         Year Ended December 31,    Year Ended December 31,
                                                                  2004                        2003
                                                       -------------------------    -------------------------

<S>                                                                  <C>                          <C>
Revenues                                                         $   11,267,045                $   8,141,656

Cost of Goods Sold                                                   (8,379,016)                  (6,755,636)

         Operating Expenses                                          (5,192,235)                  (2,052,047)

         Other Expense                                                  (43,757)                     (11,435)
                                                        ------------------------    -------------------------

Net (Loss)                                                      $    (2,347,963)               $    (677,462)
                                                       =========================    =========================

Revenue


                                                                                            Increase/(decrease)
                                                   2004                  2003                  $              %
------------------------------------------ ---------------------- -------------------- ------------------ -----------
For the year ended December 31:
     Revenue                                        $  11,267,045         $  8,141,656        $ 3,125,389         38%
</TABLE>

     Revenues for the year ended December 31, 2004 were $11,267,045  compared to
revenues of $8,141,656 in the year ended December 31, 2003.  This resulted in an
increase in revenues of $3,125,389,  or 38%, from  $8,141,656 in the same period
one year ago.  The  increase in revenue was due to an  aggressive  approach  the
Company has taken to pursue additional market share.  Additionally,  the Company
expanded  its  operations  by  establishing  a production  yard in May,  2004 in
Pahrump,  Nevada to  service  existing  and new  customers  in the Nye and Clark
county (Southern Nevada/Las Vegas area) adding to the overall sales for Hesperia
Holding, Inc.

     Due to unprecedented  rainfall in the winter of 2004-2005 in the Southwest;
the  Company's  revenues  for first  quarter,  2005 are expected to be adversely
affected due to the fact that  residential and commercial  contractors have been
forced in many cases to delay their initial  foundation work until the ground is
more suitable for building.  Although the work is postponed, it is not canceled;
the Company expects to recover the work volume once the wet season is completed.

Cost of goods sold/Gross profit percentage of revenue

<TABLE>
<CAPTION>

                                                                                            Increase/(decrease)
                                                        2004               2003                    $               %
 -------------------------------------------- -------------------- -------------------- ----------------- ------------

<S>                                                   <C>                     <C>                 <C>           <C>
For the year ended December 31:
                         Cost of goods sold           $8,379,016           $6,755,636        $1,623,380          24%
                                             -------------------- -------------------- ----------------- ------------

     Gross profit % of revenue                               26%                  17%
                                             -------------------- --------------------
</TABLE>

                                       12
<PAGE>


     Cost of goods sold for the year ended December 31, 2004 was $8,379,016,  an
increase of  $1,623,380,  or 24%,  from  $6,755,636  for the same  period  ended
December 31, 2003.  The increase in cost of goods sold was  primarily due to the
38% increase in revenues and sales.

     Gross profit as a percentage of revenue  increased  from 17% for year ended
December 31, 2003 to 26% for the year ended  December 31, 2004.  The increase in
gross profit  margin was due to an  aggressive  approach by management to accept
only contracts that provide an acceptable margin and rejecting those not meeting
expected  profitability  levels.  This  approach  was  adopted mid 2004 with the
resulting margin effect outlined below:

            --------------------------- -------------------------
                  Quarter Ended           Gross Profit Margin
            --------------------------- -------------------------
                  Mar. 31, 2004                   18%
            --------------------------- -------------------------
                  June 30, 2004                   15%
            --------------------------- -------------------------
                  Sept. 30, 2004                  32%
            --------------------------- -------------------------
                  Dec. 31, 2004                   37%
            --------------------------- -------------------------

Selling, General and Administrative expenses

<TABLE>
<CAPTION>

                                                                                             Increase/(decrease)

                                                           2004               2003               $             %
--------------------------------------------------- -------------------- ---------------- ----------------- ---------

<S>                                                        <C>                <C>                <C>           <C>
For the year ended December 31:

   Selling, General & Administrative expenses               $  5,099,385       $1,987,069        $3,112,316      157%
</TABLE>

     General and  administrative  expenses  were  $5,099,385  for the year ended
December 31, 2004 versus  $1,987,069 for the year ended December 31, 2003, which
resulted in an increase of $3,112,316 or 157%. In 2004, the Company issued stock
based  compensation  to  employees,  consultants  and  legal  services  totaling
$2,072,048, an increase of $1,857,033 from 2003. Additionally, the Company added
additional operational and administrative personnel to assist with the Company's
growth  and  incurred  added  legal and other  professional  and fees in 2004 in
conjunction with its debt structure placement in 2004.

Net Income (Loss)
<TABLE>
<CAPTION>
                                                                                           Increase/(decrease)


                                                  2004                    2003                      $               %
 -------------------------------------------- -------------------- ------------------ -------------------- -----------

<S>                                                 <C>                   <C>                   <C>            <C>
For the year ended December 31:
     Net Loss                                        $ (2,347,963)        $ (677,462)        $ (1,670,501)      (247%)
</TABLE>


     The net loss for the year ended December 31, 2004 was $2,347,963,  verses a
loss of $677,462  for the year ended  December 31, 2003, a change in net loss of
$1,670,501 or 247%. The  substantial  increase in the net loss was primarily due
to the substantial increase in Selling, General, and Administrative expenses.

     In fourth  quarter  2004,  the  Company  achieved a net income of  $141,473
inclusive of one time loan  origination and related  expenses  compared to a net
loss of $91,239 in fourth  quarter  2003.  Loan  origination  and other  related
expenses  recorded  in fourth  quarter  2004  totaled  $123,364.  Without  these
incurred costs;  our net profit for the fourth quarter would have been $264,834.
The change from a 2003 to 2004 fourth quarter reflects  management's  aggressive
approach in margin acceptability.

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.

                                       13
<PAGE>
Liquidity  and Capital  Resources at December 31, 2004  Compared  with  December
31,2003.

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

<TABLE>
<CAPTION>

                                                           December 31, 2004   December 31, 2003
                                                         -------------------- -------------------
<S>                                                                <C>                  <C>
         Total Assets                                              $1,386,644           $676,619
                                                         ==================== ===================

         Accumulated Deficit                                     $(3,607,897)        $(1,259,934)
                                                         ==================== ===================

         Stockholders' Equity (Deficit)                            $(890,523)          $(679,608)
                                                         ==================== ===================
</TABLE>

     While we have  raised  capital to meet our working  capital  and  financing
needs in the past, additional financing is required in order to meet our current
and projected cash flow deficits from operations and development. As of December
31,  2004,  we had  current  assets of  $1,084,607  and current  liabilities  of
$1,186,098, which resulted in a working capital deficit of $101,491. As a result
of our net loss of  $2,347,963,  adjusted  principally  for an increase in stock
based  compensation  of  $2,072,048,  our cash flow deficit from  operations was
$795,234  during the year ended  December 31, 2004.  We used $173,624 of cash to
acquire  new  property  and  equipment  during  the  period.  We  met  our  cash
requirements  during the period  through  putting in place a $1,000,000  secured
convertible  revolving note,  receipts of $65,000 from sale of preferred  stock,
net of costs and fees,  and receipts of $158,881 from  shareholder  advances and
notes from related parties, net of repayments.

     Additional funding is in currently being sought. There is no guarantee that
we will be successful in raising the funds required.

     By adjusting our operations and development to the level of capitalization,
we believe we have  sufficient  capital  resources to meet  projected  cash flow
deficits  through the next twelve months.  However,  if  thereafter,  we are not
successful  in generating  sufficient  liquidity  from  operations or in raising
sufficient  capital  resources,  on terms  acceptable  to us,  this could have a
material  adverse effect on our business,  results of operations,  liquidity and
financial condition.

     The Company's independent certified public accountants have stated in their
report included in the Company's December 31, 2004 Form 10-KSB, that the Company
has  incurred   operating   losses  and  that  the  Company  is  dependent  upon
management's  ability to develop  profitable  operations.  These  factors  among
others may raise  substantial doubt about the Company's ability to continue as a
going concern.

     On August 2, 2004 we announced the completion of an asset-based credit line
for $1,000,000  with Mercantile  Capital,  LP. We intended to utilize the credit
line for working  capital  purposes  to sustain  our annual  growth rate we have
averaged over the past 2 years.  In October  2004,  this credit line was paid in
full and was replaced by a Security Agreement with Laurus Master Fund, Ltd.

     To obtain  funding for our ongoing  operations,  we entered into a Security
Agreement with Laurus Master Fund, Ltd. on October 8, 2004 for the sale of (i) a
$1,000,000  principal amount convertible Secured Revolving Note, (ii) a $500,000
principal  amount  convertible  minimum  borrowing  note,  and (iii) warrants to
purchase  461,000  shares  of  common  stock.  Upon  execution  of the  Security
Agreement with Laurus Master Fund, we paid off and closed the asset-based credit
line with Mercantile Capital, LP.

     Each of the convertible notes accrues interest at a rate per annum equal to
the greater of

     -    the prime rate published in The Wall Street Journal plus 3%; or
     -    7%.

     subject to possible downward adjustment if:

     -    we shall have registered the shares of our common stock underlying the
          conversion of such convertible notes and the related warrants; and
     -    the volume  weighted  average price of the common stock as reported by
          Bloomberg,  L.P. on the  principal  market for the five  trading  days
          immediately  preceding an interest  payment date (the "Market  Price")
          under  such  convertible  notes  exceeds  the  then  applicable  fixed
          conversion price by 25%,

                                       14
<PAGE>
     in which event the interest rate for the  succeeding  calendar  month shall
automatically be reduced by 2.0% for each incremental 25% increase in the Market
Price of our common stock above the then applicable fixed conversion price. Each
of the convertible notes has a maturity date of October 8, 2007.

     The Secured Revolving Note is a revolving note with funding available based
upon  eligible  accounts  receivable.  All of our  accounts  receivable  will be
applied to paying off the $1,000,000  note, and we will be allowed to borrow 90%
of eligible accounts receivable,  up to the $1,000,000 at any time. In addition,
pursuant to the $500,000 minimum  borrowing note, we agreed not allow the amount
borrowed and  outstanding to Laurus Master Fund to be less than $500,000  during
the next two years.  As of March 4, 2005, the Company had $784,818  borrowed and
$215,182 available under the Secured Revolving Note.

     The  outstanding  principal  and  accrued  interest  under the  convertible
Secured  Revolving  Note and Minimum  Borrowing  notes are  convertible,  at the
holder's option,  into shares of our common stock at a conversion price equal to
$0.71 per  share.  The  Minimum  Borrowing  Note may be prepaid by us in cash by
paying to the  holder  130% of the  principal  and  related  accrued  and unpaid
interest thereon being prepaid.

     Laurus  Master Fund has  contractually  agreed to  restrict  its ability to
convert or exercise its warrant and receive shares of our common stock such that
the  number of shares of common  stock held by them and their  affiliates  after
such  conversion  or  exercise  does not  exceed  4.99% of the then  issued  and
outstanding shares of common stock.

     Our obligations under the Security Agreement and the Notes are secured by a
pledge  by  us  of  shares  representing  100%  of  the  share  capital  of  our
wholly-owned subsidiaries Hesperia Truss, Inc. and Pahrump Valley Truss, Inc., a
guaranty of such  obligations  by each of our  subsidiaries,  and the grant of a
security interest by each of our subsidiaries in their respective assets.

     Laurus  Master  Fund shall not be  entitled  to be issued  shares of common
stock in repayment of any portion of the Notes or upon exercise of either of the
Warrants if and to the extent such  issuance  would result in Laurus Master Fund
and its  affiliates  beneficially  owning  more  than  4.99% of the  issued  and
outstanding  common stock upon such  issuance,  unless  Laurus Master Fund shall
have provided at least 75 days prior written  notice to us of its  revocation of
such restriction.

     Upon an  issuance  of  shares of common  stock  below the fixed  conversion
price, the fixed conversion price of the notes will be reduced accordingly.  The
conversion  price of the  secured  convertible  notes may be adjusted in certain
circumstances  such  as if  we  pay  a  stock  dividend,  subdivide  or  combine
outstanding shares of common stock into a greater or lesser number of shares, or
take such other  actions as would  otherwise  result in  dilution of the selling
stockholder's  position.  As of December 31, 2004, the conversion price has been
reset to $0.60 per share.

     130% of the full  principal  amount of the  convertible  notes are due upon
default under the terms of convertible notes.

     The  warrants  are  exercisable  until  seven  years  from  the date of the
Security Agreement at a purchase price of $0.79 per share. Laurus Master Fund is
entitled to exercise the warrants on a cashless basis.

Inflation and Seasonality

     The effect of  inflation  on our  revenues  and  operating  results was not
significant.  Although  seasonality has not been an issue with our operations in
the past since we are in  California  and  Nevada;  the winter of  2004-2005  is
expected to have an adverse  affect on our revenue for first  quarter,  2005. As
described under revenues in this section, it is management's  opinion that since
the weather has caused construction delays, not cancellation, the adverse affect
on our revenues is only temporary.

                                       15
<PAGE>
Risk Factors

     Much of the information included in this annual report includes or is based
upon  estimates,   projections  or  other  "forward-looking   statements".  Such
forward-looking  statements  include any projections or estimates made by us and
our  management  in  connection  with  our  business  operations.   While  these
forward-looking  statements,  and any assumptions upon which they are based, are
made in good faith and reflect our current  judgment  regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

     Such estimates,  projections or other "forward-looking  statements" involve
various risks and  uncertainties  as outlined  below. We caution the reader that
important  factors  in some  cases  have  affected  and,  in the  future,  could
materially  affect actual results and cause actual results to differ  materially
from  the  results  expressed  in  any  such  estimates,  projections  or  other
"forward-looking statements".

     Our common shares are considered speculative.  Prospective investors should
consider carefully the risk factors set out below.

We Have a History Of Losses Which May Continue,  Which May Negatively Impact Our
Ability to Achieve Our Business Objectives.

     We  incurred  net  losses of  $2,347,963  and  $677,462  for the year ended
December  31,  2004 and 2003,  respectively.  We cannot  assure  you that we can
achieve or sustain  profitability  on a quarterly or annual basis in the future.
Our  operations  are  subject  to the  risks  and  competition  inherent  in the
establishment  of a business  enterprise.  There can be no assurance that future
operations  will be profitable.  Revenues and profits,  if any, will depend upon
various factors,  including whether we will be able to continue expansion of our
revenue.  We may not achieve our business  objectives and the failure to achieve
such goals would have an adverse impact on us.

If We Are Unable to Obtain  Additional  Funding Our Business  Operations Will be
Harmed and If We Do Obtain Additional  Financing Our Then Existing  Shareholders
May Suffer Substantial Dilution.

     We will  require  additional  funds to  sustain  and  expand  our sales and
marketing  activities.  We anticipate  that we will require up to  approximately
$300,000 to fund our continued operations for the next twelve months,  depending
on revenue from operations.  Additional  capital will be required to effectively
support the operations and to otherwise implement our overall business strategy.
There can be no  assurance  that  financing  will be  available in amounts or on
terms  acceptable to us, if at all. The inability to obtain  additional  capital
will  restrict  our  ability to grow and may reduce our  ability to  continue to
conduct business operations. If we are unable to obtain additional financing, we
will  likely be  required to curtail our  marketing  and  development  plans and
possibly  cease our  operations.  Any  additional  equity  financing may involve
substantial dilution to our then existing shareholders.

If We Are Unable to Retain the Services of Messrs. Shimp, Presgraves or Chaussy,
or If We Are  Unable to  Successfully  Recruit  Qualified  Managerial  and Sales
Personnel  Having  Experience  in  Business,  We May Not Be Able to Continue Our
Operations.

     Our success depends to a significant  extent upon the continued  service of
Mr.  Donald  Shimp,  our  Chief  Executive  Officer  and  President,   Mr.  Mark
Presgraves,  our  Secretary  and  Treasurer  and Mr.  Steve  Chaussy,  our Chief
Financial Officer. Loss of the services of Messrs. Shimp,  Presgraves or Chaussy
could have a material  adverse effect on our growth,  revenues,  and prospective
business.  We do not maintain  key-man  insurance on the life of Messrs.  Shimp,
Presgraves  or Chaussy.  In addition,  in order to  successfully  implement  and
manage our  business  plan,  we will be  dependent  upon,  among  other  things,
successfully   recruiting   qualified  managerial  and  sales  personnel  having
experience in business.  Competition for qualified individuals is intense. There
can be no assurance  that we will be able to find,  attract and retain  existing
employees  or  that  we will be able  to  find,  attract  and  retain  qualified
personnel on acceptable terms.

The Supply and Demand for Lumber Could Fluctuate,  Resulting in Higher Operating
Costs, Which Could Have a Material Adverse Impact on our Financial Condition

     Truss  prices  are  closely  related to the  market  price of  lumber,  the
principal  raw material used in the  manufacture  of wooden  trusses.  If lumber
prices  increase  sharply,  we may not be able to pass this  increase  on to our
customers.  We  attempt  to index the sales  price of our  trusses  based on our
lumber costs, although we have not always been able to do so.

                                       16
<PAGE>

     The price of lumber has been volatile in recent years due to factors beyond
our control, including:

     o    weather and other natural events;
     o    governmental regulation of logging on public lands;
     o    lumber agreements between Canada and the U.S.; and
     o    competition from other industries that use similar grades and types of
          lumber.

     Although  we  typically  buy our lumber in the open  market,  we  purchased
approximately  86% of our lumber from 6 suppliers  in fiscal 2003.  However,  we
might be unable to purchase  adequate  lumber supplies to meet its needs. To the
extent we  encounter  adverse  lumber  prices or are unable to procure  adequate
supplies of lumber,  our financial  condition and results of operations could be
materially adversely affected.

Many Of Our  Competitors  Are  Larger  and  Have  Greater  Financial  and  Other
Resources  Than We Do and Those  Advantages  Could Make It  Difficult  For Us to
Compete With Them.

     The truss  manufacturing  industry is  extremely  competitive  and includes
several companies that have achieved substantially greater market shares than we
have, and have longer operating histories,  have larger customer bases, and have
substantially greater financial, development and marketing resources than we do.
If overall  demand for our products  should  decrease it could have a materially
adverse affect on our operating results.

Our  Trademark  and Other  Intellectual  Property  Rights May not be  Adequately
Protected Outside the United States, Resulting in Loss of Revenue.

     We believe that our trademarks,  whether licensed or owned by us, and other
proprietary rights are important to our success and our competitive position. In
the course of our international expansion, we may, however,  experience conflict
with  various  third  parties who acquire or claim  ownership  rights in certain
trademarks.  We cannot  assure that the actions we have taken to  establish  and
protect  these  trademarks  and other  proprietary  rights  will be  adequate to
prevent imitation of our products by others or to prevent others from seeking to
block sales of our products as a violation  of the  trademarks  and  proprietary
rights of others.  Also, we cannot assure you that others will not assert rights
in, or ownership of, trademarks and other proprietary  rights of ours or that we
will  be  able  to  successfully   resolve  these  types  of  conflicts  to  our
satisfaction. In addition, the laws of certain foreign countries may not protect
proprietary rights to the same extent, as do the laws of the United States.

Our Principal Stockholders, Officers And Directors Own a Controlling Interest in
Our Voting Stock And Investors Will Not Have Any Voice in Our Management.

     Our  officers  and   directors,   in  the   aggregate,   beneficially   own
approximately  76%  of  our  outstanding  common  stock.  As  a  result,   these
stockholders,  acting together,  have the ability to control  substantially  all
matters submitted to our stockholders for approval, including:

     o    election of our board of directors;
     o    removal of any of our directors;
     o    amendment of our certificate of incorporation or bylaws; and
     o    adoption of  measures  that could delay or prevent a change in control
          or impede a merger,  takeover or other business combination  involving
          us.

     As a result of their  ownership and positions,  our directors and executive
officers  collectively are able to influence all matters  requiring  stockholder
approval,  including  the  election of  directors  and  approval of  significant
corporate transactions. In addition, sales of significant amounts of shares held
by our directors and executive  officers,  or the prospect of these sales, could
adversely  affect  the  market  price of our common  stock.  Management's  stock
ownership  may  discourage  a potential  acquirer  from making a tender offer or
otherwise  attempting  to obtain  control of us,  which in turn could reduce our
stock price or prevent our stockholders  from realizing a premium over our stock
price.

                                       17
<PAGE>
If We Fail to Remain Current on Our Reporting Requirements,  We Could be Removed
From the OTC Bulletin Board Which Would Limit the Ability of  Broker-Dealers  to
Sell Our Securities and the Ability of Stockholders to Sell Their  Securities in
the Secondary Market.

     Companies  trading on the OTC Bulletin Board, such as us, must be reporting
issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and
must be current in their reports  under  Section 13, in order to maintain  price
quotation  privileges on the OTC Bulletin Board. If we fail to remain current on
our reporting requirements,  we could be removed from the OTC Bulletin Board. As
a result,  the market liquidity for our securities  could be severely  adversely
affected by limiting the ability of  broker-dealers  to sell our  securities and
the ability of stockholders to sell their securities in the secondary market.

Our  Common  Stock is  Subject  to the  "Penny  Stock"  Rules of the SEC and the
Trading Market in Our  Securities is Limited,  Which Makes  Transactions  in Our
Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.

     The  Securities  and  Exchange  Commission  has  adopted  Rule 15g-9  which
establishes the definition of a "penny stock," for the purposes  relevant to us,
as any equity  security  that has a market price of less than $5.00 per share or
with an  exercise  price of less  than  $5.00  per  share,  subject  to  certain
exceptions.  For any  transaction  involving a penny stock,  unless exempt,  the
rules require:

     o    that a broker or dealer approve a person's account for transactions in
          penny stocks; and
     o    the broker or dealer receive from the investor a written  agreement to
          the transaction,  setting forth the identity and quantity of the penny
          stock to be purchased.

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must:

     o    obtain financial  information and investment  experience objectives of
          the person; and
     o    make a reasonable  determination that the transactions in penny stocks
          are suitable for that person and the person has  sufficient  knowledge
          and  experience in financial  matters to be capable of evaluating  the
          risks of transactions in penny stocks.

The broker or dealer  must also  deliver,  prior to any  transaction  in a penny
stock, a disclosure  schedule prescribed by the Commission relating to the penny
stock market, which, in highlight form:

     o    sets  forth  the  basis  on  which  the  broker  or  dealer  made  the
          suitability determination; and
     o    that the broker or dealer  received a signed,  written  agreement from
          the investor prior to the transaction.

Generally,  brokers may be less willing to execute  transactions  in  securities
subject  to the  "penny  stock"  rules.  This  may  make it more  difficult  for
investors to dispose of our common stock and cause a decline in the market value
of our stock.

     Disclosure also has to be made about the risks of investing in penny stocks
in both public  offerings  and in  secondary  trading and about the  commissions
payable to both the  broker-dealer  and the registered  representative,  current
quotations  for the  securities  and the rights  and  remedies  available  to an
investor  in  cases  of fraud in  penny  stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

Trends, Risks and Uncertainties

     We have sought to identify what we believe to be the most significant risks
to our business,  but we cannot predict whether,  or to what extent, any of such
risks may be realized nor can we guarantee that we have  identified all possible
risks that might arise.  Investors  should  carefully  consider all of such risk
factors before making an investment decision with respect to our Common Stock.


                                       18
<PAGE>

ITEM 7.   FINANCIAL STATEMENTS

                             HESPERIA HOLDING, INC.
                          Index to Financial Statements

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


                                                                     Page No.
Report of Independent Registered Certified Public Accountants         F-1
Consolidated Balance Sheet:
December 31, 2004 and 2003                                            F-2

Consolidated Statements of Operations:
For the years ended December 31, 2004 and 2003                        F-3

Consolidated Statements of Deficiency in Stockholders' Equity:
For the years ended December 31, 2004 and 2003                        F-4

Consolidated Statements of Cash Flows:
For the years ended December 31, 2004 and 2003                     F-5 - F-6

Notes to Consolidated Financial Statements                         F-7 - F-21



<PAGE>

                    RUSSELL BEDFORD Stefanou MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

          REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Hesperia Holding, Inc.
Hesperia, California

     We have audited the  accompanying  consolidated  balance sheets of Hesperia
Holding, Inc. and its subsidiaries (the "Company"),  as of December 31, 2004 and
2003 and the  related  consolidated  statements  of  operations,  deficiency  in
stockholders'  equity,  and cash  flows  for the two  years  then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility is to express an opinion on these financial statements based upon
our audits.

     We conducted our audits in accordance  with standards of the Public Company
Accounting  Oversight Board (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 audits
provide 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, 2004 and 2003, and the results of its operations and its cash
flows for the two years then ended,  in conformity  with  accounting  principles
generally accepted in the United States of America.

     The accompanying  financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note O, the Company is
experiencing   difficulty  in  generating   sufficient  cash  flow  to  meet  it
obligations and sustain its operations, which raises substantial doubt about its
ability to continue  as a going  concern.  Management's  plans in regard to this
matter are  described  in Note O. The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


                                   /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                   --------------------------------------------
                                   RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                   Certified Public Accountants

McLean, Virginia
February 9, 2005


                                       F-1
<PAGE>


                             Hesperia Holding, Inc.
                           Consolidated Balance Sheets
                        As of December 31, 2004 and 2003
<TABLE>
<CAPTION>
                                                                                 2004                  2003
                                                                        ===============       ===============
ASSETS
Current assets:
<S>                                                                             <C>                   <C>
Cash and cash equivalents                                               $        4,966        $            -
Accounts receivable, net of allowance for doubtful accounts of
$173,942 and $9,311 at December 31, 2004 and December 31, 2003,
respectively                                                                   583,973               339,897

Inventory (Note C)                                                             284,792               163,007

Due from employees                                                                 525                   650

Prepaid expenses                                                               210,351                     -
                                                                        ---------------       ---------------
Total current assets                                                         1,084,607               503,554

Property and equipment, net of accumulated depreciation of
$254,187 and $166,337 at December 31, 2004 and December 31,
2003, respectively (Note D)                                                    302,037               173,065

Total assets                                                            $    1,386,644        $      676,619
                                                                        ===============       ===============
LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities:
Cash disbursed in excess of available funds                             $            -        $      219,856

Accounts payable and accrued liabilities (Note E)                              779,877               653,418

Deferred revenue (Note A)                                                      247,993               190,678

Notes payable, current portion (Note F)                                         11,461                56,450

Notes payable to related parties, current portion (Note F and I)                96,373                     -

Advances from related parties (Note I)                                          50,394                     -
                                                                        ---------------       ---------------
Total current liabilities                                                    1,186,098             1,120,402

Long-term liabilities:

Advances from related parties (Note I)                                               -               235,825
Line of credit (Note G)                                                        806,393                     -

Notes payable, long-term portion (Note F)                                       36,737                     -
Notes payable to related parties, long-term portion (Note F and
I)                                                                             247,939                     -
                                                                        ---------------       ---------------
Total long-term liabilities                                                  1,091,069               235,825

Commitment and Contingencies (Note L)

(Deficiency in) stockholders' equity:
Preferred stock, par value; $.001; authorized 5,000,000 shares;
200,000 shares and none issued and outstanding at December 31,
2004 and December 31, 2003, respectively (aggregate liquidation
preference, including dividends in arrears, totaling $88,480 as
of December 31, 2004)  (Note H)                                                    200                     -
Common stock, par value; $.001, authorized 100,000,000 and
20,000,000 shares at December 31, 2004 and 2003, respectively;
16,851,467 and 11,510,845 shares issued and outstanding at
December 31, 2004 and 2003, respectively (Note H)                               16,851                11,511
Preferred stock dividend (Note H)                                              (40,000)                    -

Additional paid-in capital                                                   2,740,323               568,815

Accumulated deficit                                                         (3,607,897)           (1,259,934)
                                                                        ---------------       ---------------
Total (deficiency in) stockholders' equity:                                   (890,523)             (679,608)
Total liabilities and (deficiency in) stockholders' equity:             $    1,386,644        $      676,619
                                                                        ===============       ===============
</TABLE>

           See accompanying notes to consolidated financial statements

                                       F-2
<PAGE>


                             Hesperia Holding, Inc.
                      Consolidated Statements of Operations
                 For The Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>

                                                                              2004                  2003
                                                                        ===============       ===============
Revenues:
<S>                                                                            <C>                   <C>
  Sales, net                                                            $   11,267,045        $    8,141,656


Cost of goods sold                                                           8,379,016             6,755,636
                                                                        ---------------       ---------------

Gross profit                                                                 2,888,029             1,386,020


Selling, general and administrative                                          5,099,385             1,987,069

Depreciation (Note D)                                                           92,850                64,978
                                                                        ---------------       ---------------
Total operating expenses                                                     5,192,235             2,052,047
                                                                        ---------------       ---------------

(Loss) from operations                                                      (2,304,206)             (666,027)

Other income (expense):

Debt forgiveness (Note I)                                                            -                31,224

Interest income (expense), net                                                 (43,757)              (42,659)
                                                                        ---------------       ---------------
Total other income (expense)                                                   (43,757)              (11,435)


Net  (loss) before provision for income taxes                               (2,347,963)             (677,462)


Provision for income taxes                                                           -                     -
                                                                        ===============       ===============
Net (Loss)                                                              $   (2,347,963)       $     (677,462)

Preferred stock dividend - beneficial conversion feature (Note H)              (40,000)                    -
Cumulative convertible preferred stock dividend requirements (Note H)             (480)                    -
                                                                        ---------------       ---------------
(Loss) available to common shareholders                                 $   (2,388,443)       $     (677,462)
                                                                        ===============       ===============
Loss per share (basic and fully diluted) (Note K)                       $        (0.18)       $        (0.06)
                                                                        ===============       ===============

Basic and diluted weighted average number of shares outstanding             13,282,586            10,549,809
                                                                        ===============       ===============
</TABLE>


           See accompanying notes to consolidated financial statements


                                       F-3
<PAGE>

                              Hesperia Holding, Inc
         Consolidated Statements of (Deficiency in) Shareholders' Equity
                 For the Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                      Additional  Preferred
                                       Preferred     Stock      Common     Stock      Paid-In     Stock      Accumulated
                                        Stock      Amount      Stock      Amount      Capital     Dividend    Deficit       Total
                                       --------    -------   ----------  ---------   ----------   --------  ------------ -----------
<S>                                       <C>         <C>        <C>      <C>           <C>         <C>          <C>          <C>
Balance at December 31, 2002                  -     $    -   10,201,845  $  10,202   $  201,471   $     -      (582,472) $ (370,799)
Issuance of common stock in connection
with merger with Hesperia Holding,
Inc. (formerly Saveyoutime.com, Inc.)         -          -   10,415,845     10,416            -         -             -      10,416
Cancellation of common stock in
connection with merger with Hesperia
Holding, Inc.                                 -          -  (10,415,845)   (10,416)           -         -             -    (10,416)
Common stock retained in reverse
merger valued at $1.00 per share              -          -       50,000         50       49,950         -                    50,000
Issuance of common stock at $1.00 per
share, in exchange for cash, net of
costs and fees                                -          -       30,000         30       29,970         -             -      30,000
Operating expenses paid by Company's
principal shareholders                        -          -            -          -       73,638         -             -      73,638
Issuance of common stock in exchange
for services rendered at approximately
$0.18 per share                               -          -    1,229,000      1,229      213,786         -             -     215,015

Net (loss)                                    -          -            -          -            -         -      (677,462)   (677,462)
                                       --------  ---------   ----------  ---------   ----------   --------  ------------ -----------
Balance at December 31, 2003                  -     $    -   11,510,845  $  11,511   $  568,815   $     -   $(1,259,934) $ (679,608)
                                       ========  =========   ==========  =========   ==========   ========  ============ ===========
Issuance of preferred stock at $0.40
per share, in exchange for cash, net
of costs and fees                       200,000        200            -          -       64,800         -             -      65,000
Issuance of common stock in exchange
for services rendered at approximately
$0.39 per share                               -          -    5,340,622      5,340    2,066,708         -             -   2,072,048
Beneficial conversion feature of
preferred stock                               -          -            -          -       40,000   (40,000)            -           -

Net (loss)                                    -          -            -          -            -         -    (2,347,963) (2,347,963)
                                       --------  ---------   ----------  ---------   ----------   --------  ------------ -----------
Balance at December 31, 2004            200,000    $   200   16,851,467  $  16,851   $2,740,323  $(40,000)  $(3,607,897) $ (890,523)
                                       ========  =========   ==========  =========   ==========   ========  ============ ===========
</TABLE>

           See accompanying notes to consolidated financial statements


                                       F-4
<PAGE>

                             Hesperia Holding, Inc.
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 2004 and 2003
<TABLE>
<CAPTION>

                                                                              2004                   2003
                                                                        ---------------       ---------------
<S>                                                                             <C>                      <C>
Cash flow from operating activities:
Net (loss)                                                              $   (2,347,963)        $    (677,462)
Adjustments to reconcile net (loss) to cash provided by (used in)
operations:

Depreciation (Note D)                                                           92,850                64,978

Common stock issued in exchange for services rendered (Note H)               2,072,048               215,015

Common stock issued in connection with reverse merger (Note H)                       -                50,000

Expenses paid by Company's principal stockholders (Note I)                           -                73,637

Interest forgiveness from stockholders (Note I)                                      -               (31,224)

(Increase) decrease in accounts receivable, net                               (244,076)              147,837

(Increase) decrease in prepaid expenses and others                            (210,226)                1,031

(Increase) in inventories                                                     (121,785)             (112,464)

Increase (decrease) in cash disbursed in excess of available fund             (219,856)               98,507

Increase in deferred revenue                                                    57,315               190,678

Increase in accounts payable and accrued liabilities                           126,459               294,775
                                                                        ---------------       ---------------
Net cash provided by (used in) operations                                     (795,234)              315,308

Cash flows from investing activities:

Capital expenditures                                                          (173,624)             (125,192)
                                                                        ---------------       ---------------
Net cash used in investing activities                                         (173,624)             (125,192)

Cash flows from financing activities:

Borrowing from line of credit, net of repayments (Note G)                      806,393               (54,427)

Proceeds from (repayments of) related party advances                            50,394                  (336)

(Repayments of) notes payable                                                  (56,450)              (31,424)

Repayments of other advances, net                                                    -              (162,537)

Proceeds from notes payable to related party, net of repayments                108,487                     -
Proceeds from sale of preferred stock, net of costs and fees (Note
H)                                                                              65,000                     -

Proceeds from sale of common stock, net of costs and fees (Note H)                   -                30,000
                                                                        ---------------       ---------------
Net cash provided by (used in) financing activities                            973,824              (218,724)


Net increase (decrease) in cash and cash equivalents                             4,966               (28,608)

Cash and cash equivalents at beginning of the year                                   -                28,608
                                                                        ---------------       ---------------
Cash and cash equivalents at end of the year                            $        4,966        $            -
                                                                        ===============       ===============

</TABLE>

           See accompanying notes to consolidated financial statements


                                       F-5
<PAGE>


                             Hesperia Holding, Inc.
                Consolidated Statements of Cash Flows (Continued)
                 For the Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                            2004                   2003
                                                                            ----                   ----
<S>                                                               <C>                         <C>
Supplemental Disclosure of Cash Flows Information:


Cash paid during the period for interest                          $       43,757              $       13,295

Cash paid during the period for income taxes                      $            -              $            -

Expenses paid by Company's principal stockholders                 $            -              $       73,637

Interest forgiveness from stockholders                            $            -              $       31,224

Common stock issued in exchange for services rendered (Note H)    $    2,072,048              $      215,015

Notes Payable issued in exchange for property and equipment (Note
F)                                                                $       58,513              $            -

Repayments of notes payable issued in exchange for property and
equipment (Note F)                                                $      (10,315)             $            -


Preferred stock dividends - beneficial conversion feature (Note H)
Acquisition: (Note B)                                             $       40,000              $            -


Assets acquired                                                   $            -              $            -

Liabilities assumed                                               $            -              $            -

Organization costs                                                $            -              $      (50,000)

Common stock retained in reverse merger                           $            -              $       50,000

                                                                  ---------------             ---------------
Net cash paid for acquisition                                     $            -              $            -
                                                                  ===============             ===============
</TABLE>

           See accompanying notes to consolidated financial statements

                                       F-6
<PAGE>

                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

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").  Significant intercompany transactions have been eliminated
in consolidation.

Revenue Recognition

For revenue from product  sales,  the Company  recognizes  revenue in accordance
with Staff Accounting  Bulletin No. 104, REVENUE RECOGNITION  ("SAB104"),  which
superceded Staff Accounting  Bulletin No. 101, REVENUE  RECOGNITION IN FINANCIAL
STATEMENTS  ("SAB101").  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, 2004 and 2003 were $247,993 and $190,678, respectively.

SAB  104   incorporates   Emerging  Issues  Task  Force  00-21  ("EITF  00-21"),
MULTIPLE-DELIVERABLE  REVENUE ARRANGEMENTS.  EITF 00-21 addresses accounting for
arrangements that may involve the delivery or performance of multiple  products,
services and/or rights to use assets.  The effect of implementing  EITF 00-21 on
the Company's  consolidated financial position and results of operations was not
significant.


                                      F-7

<PAGE>

                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

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 $9,517 and $11,904 of advertising  costs for
the years ended December 31, 2004 and 2003, 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

Property and equipment are stated at cost.  When retired or otherwise  disposed,
the related  carrying value and  accumulated  depreciation  are removed from the
respective  accounts  and the net  difference  less  any  amount  realized  from
disposition,  is  reflected  in  earnings.  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                               2 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.


                                      F-8
<PAGE>


                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

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.

Fair Value of Financial Instruments

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  About Fair
Value of  Financial  Instruments,"  requires  disclosure  of the  fair  value of
certain financial instruments.  The carrying value of cash and cash equivalents,
accounts receivable, accounts payable and short-term borrowings, as reflected in
the balance sheets, approximate fair value because of the short-term maturity of
these instruments.

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.

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, 2004 and
2003.



                                       F-9
<PAGE>
                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

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.

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,  2004 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, 2004.

Liquidity

As shown in the  accompanying  financial  statements,  the Company  incurred net
losses of $2,347,963 and $677,462 for the year ended December 31, 2004 and 2003,
respectively. As of December 31, 2004 the Company's current liabilities exceeded
its current assets by $101,491.

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.


                                      F-10
<PAGE>
                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

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.  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.

New Accounting Pronouncements

In November 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
151,  Inventory  Costs-- an amendment of ARB No. 43,  Chapter 4. This  Statement
amends the guidance in ARB No. 43,  Chapter 4,  "Inventory  Pricing," to clarify
the accounting for abnormal amounts of idle facility expense,  freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5 of ARB 43,  Chapter  4,
previously  stated  that ". . . under  some  circumstances,  items  such as idle
facility expense,  excessive spoilage,  double freight, and rehandling costs may
be so abnormal as to require  treatment as current period  charges.  . . ." This
Statement  requires  that those items be recognized  as  current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this Statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.  This  Statement is effective for inventory  costs  incurred  during
fiscal  years  beginning  after June 15, 2005.  Management  does not believe the
adoption  of this  Statement  will  have any  immediate  material  impact on the
Company.

In  December  2004,  the FASB issued SFAS  No.152,  "Accounting  for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments  made by Statement 152 This Statement  amends FASB Statement
No.  66,  Accounting  for  Sales of Real  Estate,  to  reference  the  financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided in AICPA  Statement  of Position  (SOP) 04-2,  Accounting  for Real
Estate Time-Sharing Transactions.  This Statement also amends FASB Statement No.
67,  Accounting for Costs and Initial Rental Operations of Real Estate Projects,
to state that the guidance for (a) incidental  operations and (b) costs incurred
to sell  real  estate  projects  does  not  apply  to real  estate  time-sharing
transactions.  The accounting  for those  operations and costs is subject to the
guidance in SOP 04-2.  This Statement is effective for financial  statements for
fiscal years beginning after June 15, 2005. with earlier application encouraged.
The Company does not anticipate  that the  implementation  of this standard will
have a material impact on its financial position,  results of operations or cash
flows.


                                      F-11
<PAGE>

                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

New Accounting Pronouncements (Continued)

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement of Financial  Accounting  Standards No. 123 (Revised 2004),
Share-Based  Payment ("SFAS 123R").  SFAS 123R requires that  compensation  cost
related to  share-based  payment  transactions  be  recognized  in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include stock options,  restricted stock plans,  performance-based awards, stock
appreciation  rights,  and employee share purchase plans. The provisions of SFAS
123R are  effective  as of the first  interim  period that begins after June 15,
2005. Accordingly,  the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment  transactions under the provisions of APB 25, which does not necessarily
require  the  recognition  of  compensation  cost in the  financial  statements.
Management is assessing the  implications  of this revised  standard,  which may
materially  impact the  Company's  results of operations in the third quarter of
fiscal year 2005 and thereafter.

On December 16, 2004, FASB issued  Statement of Financial  Accounting  Standards
No. 153,  Exchanges of Nonmonetary  Assets,  an amendment of APB Opinion No. 29,
Accounting for Nonmonetary Transactions (" SFAS 153"). This statement amends APB
Opinion 29 to  eliminate  the  exception  for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
nonmonetary assets that do not have commercial  substance.  Under SFAS 153, if a
nonmonetary  exchange of similar productive assets meets a  commercial-substance
criterion and fair value is determinable,  the transaction must be accounted for
at fair  value  resulting  in  recognition  of any  gain or  loss.  SFAS  153 is
effective for  nonmonetary  transactions in fiscal periods that begin after June
15,  2005.  The Company  does not  anticipate  that the  implementation  of this
standard  will have a  material  impact on its  financial  position,  results of
operations or cash flows.

Reclassifications

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

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.

                                      F-12
<PAGE>

                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

NOTE B - BUSINESS COMBINATION AND CORPORATE RESTRUCTURE (Continued)

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
                                                             ==================

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, 2004 and 2003 are as follows:

                                   2004                2003
                                   ----                ----
Raw materials                    $150,090            $ 71,139
Work-in progress                   52,780               9,200
Finished goods                     81,922              82,668
    Total                        $284,792            $163,007

NOTE D - PROPERTY, PLANT AND EQUIPMENT

The  Company's  property and equipment at December 31, 2004 and 2003 consists of
the following:

                                                   2004             2003
                                                   ----             ----
Furniture and Fixtures                          $   7,990         $  7,990
Office Equipment                                   55,231           16,066
Manufacturing equipment and vehicles              438,943          297,994
Leasehold improvements                             54,060           17,352
     Total                                        556,224          339,402
Accumulated depreciation                         (254,187)        (166,337)
                                                $ 302,037        $ 173,065

Depreciation  expense  included  as a charge to income  amounted  to $92,850 and
$64,978  for  the   year-ended   December  31,  2004  and  2003,   respectively.
Additionally,  the Company  disposed  $5,000 of fully  depreciated  property and
equipment during the year ended December 31, 2004.

                                      F-13
<PAGE>


                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

NOTE E - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts  payable and accrued  liabilities  at December 31, 2004 and 2003 are as
follows:

                                                     2004          2003
Accounts payable                                  $ 522,671      $369,400
Accrued payroll and payroll taxes                    38,361        66,835
Accrued sales tax payable-current year              218,845        57,970
Accrued sales tax payable-prior year                      -       159,213
                                                  ----------     ---------
  Total                                            $779,877      $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, 2004,  the Company has paid in full the
prior year sales taxes liabilities of $169,213.

NOTE F - NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES

Notes payable at December 31, 2004 and 2003 are as follows:
<TABLE>
<CAPTION>
                                                                      2004            2003
<S>                                                                  <C>           <C>
Note payable to shareholder in weekly installments of $574
including interest at 6% per annum, unsecured; maturity date
in April 2008 (Note I)                                              $ 89,894         $    -
Note payable to shareholder in weekly installments of $1,623
including interest at 6% per annum, unsecured; maturity date
in April 2008 (Note I)                                               254,418              -
Note payable to former Company founder in weekly installments
of $2,000; non interest bearing; secured by interest in
subsidiary; maturity date in June 2004. The Company has paid
in full the note payable in June 2004.                                     -         51,463
Note payable in monthly installments of $514 including
interest at 1.9% per annum; secured by transportation
equipment; maturity date in January 2009                              24,188              -
Note payable in monthly installments of $510 including
interest at 1.9% per annum; secured by transportation
equipment; maturity date January 2009                                 24,010              -



                                      F-14
<PAGE>
                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

NOTE F - NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Continued)

 (Continued)                                                             2004           2003
Note payable in monthly installments of $375 including
interest at 2.9% per annum; secured by transportation
equipment; maturity date in July 2004. The Company has paid in
full the note payable in July 2004.                                         -          2,312
Note payable in monthly installments of $419 including
interest at 7.9% per annum; secured by transportation
equipment; maturity date in July 2004. The Company has paid in
full the note payable in July 2004.                                         -          2,675

Total                                                                 392,510         56,450
Less: current portion                                                (107,834)       (56,450)
Long-term portion                                                    $284,676         $    -
</TABLE>
Aggregate maturities of long-term debt as of December 31, 2004 are as follows:

              Year                   Amount
              2005                     $107,834
              2006                      114,010
              2007                      120,557
              2008                       49,089
              2009 and after              1,020
                                       --------
                                       $392,510
                                       ========
NOTE G - LINE OF CREDIT

In October 2004, the Company entered into a Security Agreement (the "Agreement")
with Laurus Master Fund, Ltd. ("Laurus Fund") for the sum of one million dollars
($1,000,000) of revolving loans,  with the maturity date on October 8, 2007 (the
"Maturity  Date").  Pursuant  to the  Agreement,  the  Company  issued a secured
revolving  note in the amount of $1,000,000  secured by the  Company's  accounts
receivable,  with interest payable monthly at prime rate plus 3%.  Additionally,
the Company  issued an aggregate  of 461,000  warrants  exercisable  at any time
after the issuance date at $0.79 per share, expiring October 8, 2011 (Note N).

The  Company  agreed  to  maintain  minimum  borrowing  of  $500,000   ("Minimum
Borrowing")  until the Maturity  date,  but the Company has the option to redeem
the  Minimum  Borrowing  by paying to  Laurus  Fund a sum of money  equal to one
hundred thirty percent (130%) of the principal  amount together with accrued but
unpaid interest due arising under the Minimum Borrowing.


                                      F-15
<PAGE>
                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

NOTE G - LINE OF CREDIT (Continued)

Laurus Fund has the right,  at anytime  until the  Maturity  Date,  or during an
event of default,  to convert all or any  portion of the  outstanding  principal
amount and accrued interest and fees due into the Company's restricted shares of
common stock at a "Fixed  Conversion  Price" of $0.71 per share. If the Company,
at any time prior to the  conversion or repayment in full the principal  amount,
issues any shares of its common stock or securities  convertible to common stock
to a person  other than  Laurus Fund for a  consideration  per share (the "Offer
Price") less than the Fixed  Conversion  Price,  then the Fixed Conversion Price
shall be  immediately  reset to such lower Offer Price.  In December  2004,  the
Company issued common stock to employees and consultants, at $0.60 per share, in
exchange for  services  rendered.  Accordingly,  the Fixed  Conversion  Price in
connection with the revolving loans has been reset to $0.60 per share.

The  Company  accounted  for the note  payable  and  stock  purchase  rights  in
accordance with APB No. 14,  "Accounting  for  Convertible  Debt and Debt Issued
with Stock Purchase  Warrants" ("APB 14"). The Fixed  Conversion  Price exceeded
the  fair  value  of the  company's  restricted  common  stock  at the  time the
conversion option was granted and at December 31, 2004.  Accordingly,  there was
no  beneficial  conversion  feature  in  connection  with  the  issuance  of the
convertible note.

As of December 31, 2004, the outstanding balance of the revolving loans amounted
$806,393.

NOTE H - CAPITAL STOCK

At December 31, 2003, the Company has authorized  5,000,000  shares of preferred
stock,  with a par value of $.001 per  share,  and  20,000,000  shares of common
stock,  with a par value of $.001 per  share.  In  October  2004,  the  majority
stockholders  of the Company  approved an amendment to the Company's  Article of
Incorporation, as amended, to increase the number of authorized shares of common
stock to 100,000,000.  As of December 31, 2004 and 2003, the Company has 200,000
and -0- preferred stock issued and outstanding, respectively. As of December 31,
2004 and 2003, the Company has 16,851,467 and 11,510,845  shares of common stock
issued and outstanding, respectively.

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.

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.

During the year ended  December  31,  2003,  the Company  issued an aggregate of
1,229,000  shares of common stock to consultants in exchange for services valued
at approximately  $0.18 per average share.  Valuation of common stock issued for
services was based upon the value of the services rendered, which did not differ
materially  from the fair value of the Company's  common stock during the period
the  services  were  rendered.  Compensation  costs of $215,015  were charged to
operations during the year ended December 31, 2003.

                                      F-16
<PAGE>

                           HESPERIA HOLDING, INC NOTES
                      TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003


NOTE H - CAPITAL STOCK (Continued)

In August 2004,  the Company  issued an aggregate of 200,000 shares of Preferred
Stock in  exchange  for $65,000 of  proceeds,  net of costs and fees of $15,000.
Attached to the Preferred Stock were 200,000 warrants to purchase 200,000 shares
of the Company's  common stock at $1.00 per share,  exercisable  for a period of
two years from the date of issuance  (Note N). The Preferred  Stock has the same
voting  privileges  as the  Common  Stock.  In the  event  of  liquidation,  the
preferred stock is entitled to a liquidation  preference of $0.44 per share plus
any dividends in arrears.  Each share of Preferred Stock is convertible into one
share of the  Company's  Common  stock at $0.40 per  share at the  option of the
holder. The holder of each share of Preferred Stock will be entitled to receive,
when, as, and if declared by the Board of Directors of the Company, out of funds
legally available therefore,  cumulative quarterly cash dividends at the rate of
$.006  per  share  ($0.024  per  annum),  payable  quarterly  on the 15th day of
January,  April,  July and October of each year,  before any  dividend  shall be
declared,  set apart for, or paid upon the Common  Stock for such year,  and the
remainder of the surplus or net earnings  applicable to the payment of dividends
shall be distributed as dividends  among the holders of Common Stock as and when
the Board of  Directors  determines.  There were no  dividends  declared or paid
during the year ended  December 31, 2004 on the  Preferred  Stock.  Dividends in
arrears on the  Preferred  Stock  amounted $480 in the aggregate at December 31,
2004.

In  accordance  with  Emerging  Issues  Task Force Issue  98-5,  Accounting  for
Convertible  Securities  with a Beneficial  Conversion  Features or Contingently
Adjustable  Conversion Ratios ("EITF 98-5"),  the Company recognized an imbedded
beneficial  conversion  feature  present in the  Preferred  Stock.  The  Company
recognized  and measured an aggregate of $40,000,  which equals to the intrinsic
value of the imbedded  beneficial  conversion  feature,  to  additional  paid-in
capital and a return to the Preferred Stock holders.  Since the preferred shares
were  convertible  at  the  date  of  issuance,  the  return  to  the  preferred
shareholders attributed to the beneficial conversion feature has been recognized
in full at the date the Preferred Stock was issued.

During the year ended  December  31,  2004,  the Company  issued an aggregate of
5,340,622  shares of common stock to consultants in exchange for services valued
at approximately  $0.39 per average share.  Valuation of common stock issued for
services was based upon the value of the services rendered, which did not differ
materially  from the fair value of the Company's  common stock during the period
the services were  rendered.  Compensation  costs of $2,072,048  were charged to
operations during the year ended December 31, 2004.

NOTE I - RELATED PARTY TRANSACTIONS

Significant  shareholders  of the Company have advanced  funds on a non-interest
bearing  basis to the Company for working  capital  purposes.  The amount of the
advances from  shareholders at December 31, 2003 was $235,825.  The shareholders
agreed not to demand any payments for funds  personally  advanced to the Company
until fiscal year 2005, and  accordingly  the advances at December 31, 2003 were
classified  as  long-term  liabilities.  During the first  quarter of 2004,  the
shareholders  advanced  additional  $173,000 to the Company for working  capital
purpose. The Company repaid $2,500 to the stockholders in January 2004. On March
31,  2004,  the  Company  entered  into  two  formal  note  agreements  with the
shareholders and $406,000 of outstanding  balance of advances from  shareholders
are converted into two promissory  notes in the amount of $300,000 and $106,000.
The remaining  $325 of advances that was not converted to notes payable was paid
in full in April 2004.  The notes payable are in weekly  installments  of $1,623
and $574,  respectively,  including  interest at 6% per annum with the  maturity
date in April 2008.  As of December 31, 2004,  the  aggregate  unpaid  principal
balances of the notes are $254,418 and $89,894, respectively (Note F).


                                      F-17
<PAGE>

                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

NOTE I - RELATED PARTY TRANSACTIONS (continued)

During the year ended December 31, 2004,  significant  shareholders and officers
of the  Company  have  advanced  funds on a  non-interest  bearing  basis to the
Company  for  working  capital  purposes.  The  amount  of the  advances  due to
shareholders and officers at December 31, 2004 was $50,394.

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

During the year ended  December  31, 2004 and 2003,  the Company  leases  office
spaces  and   manufacturing   fields  from  its  principal   shareholders  on  a
month-to-month basis in California. (Note L).

NOTE J - 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 in April  2003,  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. For
income tax  reporting  purposes,  the Company's  aggregate  unused net operating
losses   approximate   $3,025,000,   which  expires  through  2024,  subject  to
limitations  of Section  382 of the  Internal  Revenue  Code,  as  amended.  The
deferred tax asset related to the carry forward is approximately $1,028,000. 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, 2004 are as follows:

  Non-Current:
Net operating loss carry forward                      $  1,028,000
                                                 ------------------
Valuation allowance
                                                       (1,028,000)
Net deferred tax asset                                    $      -
                                                 ==================

                                      F-18
<PAGE>


                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

NOTE K - EARNINGS (LOSSES) PER COMMON SHARE

The  following  table  presents  the  computation  of basic and diluted loss per
share:
<TABLE>
<CAPTION>

                                                                           2004                2003
<S>                                                                         <C>                <C>
Net (loss) available for common stockholders (after Preferred
Stock dividends and Preferred Stock dividends requirements of          $ (2,388,443)      $  (677,462)
                                                                       =============      ============
$40,480 and $0 for the year ended December 31, 2004 and 2003,
respectively)

Basic and fully diluted (loss) per share                               $      (0.18)      $     (0.06)
                                                                       =============      ============
Weighted average common shares outstanding                               13,282,586        10,549,809
                                                                       =============      ============
</TABLE>
NOTE L - COMMITMENTS AND CONTINGENCIES

Lease Agreement

The Company  leases  office spaces and  manufacturing  fields from its principal
shareholders on a month-to-month  basis in Hesperia,  California.  Monthly rents
under the  lease are  $2,000.  The  Company  leases  office  space in  Hesperia,
California on a one year lease expiring  March 1, 2005 at $1,055 per month.  The
Company leases a production yard in Pahrump, Nevada on a two-year lease expiring
March 31, 2006, at $4,500 per month.

Rental  expenses  charged to operations  during the year ended December 31, 2004
and 2003 were $91,734 and $31,667, respectively. Commitments for minimum rentals
under non cancelable leases at December 31, 2004 are as follows:

         2005                               $  56,110
         2006                                  13,500
                                            ---------
         Total                              $  69,610

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.

NOTE M - BUSINESS CONCENTRATION

The Company  does not have any  customers  accounted  for more than 10% of total
sales. Purchases from the Company's four major suppliers approximated $2,733,758
or 51% of total purchases for the year ended December 31, 2004 and $2,709,970 or
65% of total  purchases  for the year ended  December 31, 2003.  Total  accounts
payable  of  $51,077,  or 10% of total  accounts  payable  was due to these four
suppliers as of December 31, 2004 and $45,189,  or 12% of total accounts payable
was due to these four suppliers as of December 31, 2003.


                                      F-19
<PAGE>
                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

NOTE N - WARRANTS

In August  2004,  the  Company  issued  an  aggregate  of  200,000  warrants  in
connection  with the  issuance  of its  convertible  Preferred  Stock  (Note H).
Additionally,  in  October  2004 the  Company  issued an  aggregate  of  461,000
non-compensatory  warrants  in  connection  with  the  Security  Agreement  (the
"Agreement")  with Laurus Master Fund,  Ltd. for the sum of one million  dollars
($1,000,000)  of revolving  loans (Note G). The following  table  summarizes the
changes in warrants  outstanding  and the  related  prices for the shares of the
Company's common stock issued at December 31, 2004.
<TABLE>
<CAPTION>
                                Warrants Outstanding                                   Warrants Exercisable
                                            Weighted Average          Weighed                        Weighted
                           Number        Remaining Contractual        Average         Number         Average
    Exercise Prices     Outstanding           Life (Years)        Exercise Price    Exercisable   Exercise Price
    ---------------     -----------      ---------------------    --------------    -----------   --------------
<S>           <C>              <C>                <C>                      <C>           <C>              <C>
         $ 1.00           200,000            1.67                     $ 1.00        200,000          $ 1.00
         $ 0.79           461,000            6.83                       0.79        461,000            0.79
                          -------            ----                     ------        -------          ------
                          661,000            5.27                     $ 0.85        661,000          $ 0.85
                          =======            ====                     ======        =======          ======
</TABLE>
Transactions involving the Company's warrant issuance are summarized as follows:
<TABLE>
<CAPTION>
                                                                   Number of             Weighted Average
                                                                     Shares              Price Per Share
<S>                                                                   <C>                      <C>
       Outstanding at January 1, 2003                                      -                 $     -
          Granted                                                          -                       -
          Exercised                                                        -                       -
          Canceled or expired                                              -                       -
                                                                     -------                 -------
       Outstanding at December 31, 2003                                    -                 $     -
          Granted                                                    661,000                    0.85
          Exercised                                                        -                       -
          Canceled or expired                                              -                       -
                                                                     -------                 -------
       Outstanding at December 31, 2004                              661,000                 $  0.85
                                                                     =======                 =======
</TABLE>
The   warrants   granted   during  the  year  ended   December   31,  2004  were
non-compensatory,  and the exercise price was greater than the fair market value
of the  Company's  common  stock at the grant  date.  Accordingly,  no  imbedded
intrinsic  value was charge to  operations  in  connection  with the issuance of
warrants for the year ended December 31, 2004.

NOTE O - GOING CONCERN

The accompanying  statements have been prepared on a going concern basis,  which
contemplates  the  realization of assets and the  satisfaction of liabilities in
the normal course of business. As shown in the consolidated financial statements
during the years ended December 31, 2004 and 2003, the Company  incurred  losses
from operations of $2,347,963 and $677,462,  respectively. The Company's current
liabilities  exceeded  its current  assets by $101,491 as of December  31, 2004.
These  factors  among  others may  indicate  that the Company  will be unable to
continue as a going concern for a reasonable period of time.



                                      F-20
<PAGE>

                              HESPERIA HOLDING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

NOTE O - GOING CONCERN (Continued)

The  Company's  existence  is  dependent  upon  management's  ability to develop
profitable operations and resolve its liquidity problems. Management anticipates
the Company will attain  profitable status and improve its liquidity through the
continued  developing,  marketing  and selling of its  products  and  additional
equity investment in the Company.  The accompanying  financial statements do not
include  any  adjustments  that might  result  should  the  Company be unable to
continue as a going concern.

In order to improve the  Company's  liquidity,  the Company is actively  pursing
additional  equity financing  through  discussions  with investment  bankers and
private  investors.  There can be no assurance the Company will be successful in
its effort to secure additional equity financing.

If  operations  and cash  flows  continue  to  improve  through  these  efforts,
management  believes  that the Company can  continue  to  operate.  However,  no
assurance  can be given that  management's  actions  will  result in  profitable
operations or the resolution of its liquidity problems.

NOTE P - SUBSEQUENT EVENTS

In February  2005,  the Company  canceled an aggregate of 700,000  shares of its
common stock issued to a consultant  in September  2004 in exchange for services
rendered.  The Company was not in  satisfactory  of the services the  consultant
rendered,  and the  consultant  agreed and returned a total of 700,000 shares to
the Company in February 2005.



                                      F-21
<PAGE>
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

     Evaluation of Disclosure Controls and Procedures:  As of December 31, 2004,
the Company's management carried out an evaluation, under the supervision of the
Company's  Chief  Executive  Officer  and the  Chief  Financial  Officer  of the
effectiveness  of the design and operation of the Company's system of disclosure
controls  and  procedures  pursuant to the  Securities  and Exchange  Act,  Rule
13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure  controls  and  procedures  were  effective,  as of the date of their
evaluation,  for the purposes of recording,  processing,  summarizing and timely
reporting material  information required to be disclosed in reports filed by the
Company under the Securities Exchange Act of 1934.

     Changes in internal  controls:  There were no changes in internal  controls
over  financial  reporting,  known  to the  Chief  Executive  Officer  or  Chief
Financial  Officer that occurred  during the period  covered by this report that
has  materially  affected,  or is likely to  materially  effect,  the  Company's
internal control over financial reporting.

ITEM 8B.  OTHER INFORMATION

          None.

                                       19
<PAGE>
                                    PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

     Set forth below are the directors  and  executive  officers of the Company,
their ages and positions held with the Company, as follows

Name and Address             Age    Position Held
Donald Shimp                 48     Chief Executive Officer, President, Director
Mark Presgraves              44     Secretary/Treasurer, Director
Steve Chaussy                50     Chief Financial Officer, Director
William Nalls                38     Chief Operating Officer, Director
Fred Smith                   44     Director

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.

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,  Chief Financial Officer, and Director.  Mr. Chaussy has been our
Chief Financial  Officer since June,  2003. From January of 2003 through June of
that year, Mr. Chaussy held the position of CPA for Russell, Bedford,  Stefanou,
Mirchandani,  LLC, an accounting firm based in McLean,  Virginia.  From April of
2000  through  December  of 2002,  Mr.  Chaussy  was an  international  business
consultant for Largo Vista Group, Inc. Previously, from October of 1994 thorough
June of 2003, he served as CFO for Luberski, Inc. in Fullerton,  California. Mr.
Chaussy graduated from Virginia Polytechnic  Institute and State University with
a Bachelor of Science in 1977.  He is a licensed CPA in Virginia  (1978) as well
as in California (2003).

William Nalls,  Chief  Operating  Officer and Director.  Since October 18, 2004,
William Nalls has been the Chief Operations Officer of the Company.  Since April
of 1996  through the present,  Mr.  Nalls had been  serving as Chief  Operations
Officer of Hesperia Truss, Inc, the Company's wholly owned subsidiary. Mr. Nalls
also previously worked at Don Oaks Lumber,  Inc. At Don Oaks Lumber and Hesperia
Truss, Mr. Nalls received formal training on truss layout and design.

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.

                                       20
<PAGE>
Election of Directors and Officers.

     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 Company 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.

     No Executive  Officer or Director of the Company 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  Company 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 2004,  the officers and directors  filed 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  2004,
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.

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.

Code of Ethics

     On March 4, 2005,  we adopted a written  code of ethics that governs all of
our officers,  directors,  employees and contractors. The 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;

                                       21
<PAGE>
     (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.

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 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 2004,  2003 and
2002. 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
<TABLE>
<CAPTION>
                                                                                                       Long Term
                                                          Annual Compensation                        Compensation
-------------------------------- ------ ------------ --------- ----------------- ---------------- ---------- ---------
                                                                 Other Annual
  Name and Principal Position                                    Compensation      Restricted
                                 Year     Salary      Bonus      (Consulting)         Stock        Options    Others
-------------------------------- ------ ------------ --------- ----------------- ---------------- ---------- ---------
<S>                              <C>       <C>              <C>               <C>              <C>        <C>       <C>
Donald Shimp                     2004      $123,400         0                 0                0          0         0
President, CEO                   2003      $116,000         0                 0                0          0         0
                                 2002      $104,000         0                 0                0          0         0

Mark Presgraves                  2004      $123,400         0                 0                0          0         0
Secretary/Treasurer              2003      $116,000         0                 0                0          0         0
                                 2002      $104,000         0                 0                0          0         0

Steve Chaussy (1)                2004      $115,600         0                 0      $350,000 (2)         0         0
CFO                              2003       $54,000         0                 0      $500,000 (3)         0         0
                                 2002             0         0                 0                0          0         0

William Nalls                    2004        65,200         0                 0       $60,000 (4)         0         0
                                 2003        83,200         0                          $5,000 (5)         0         0
                                 2002        81,775         0                                             0         0

Fred Smith                       2004       $82,500         0                 0      $350,000 (2)         0         0
Director                         2003       $70,038         0                 0      $500,000 (3)         0         0
                                 2002       $48,986         0                 0                0          0         0
</TABLE>

                                       22
<PAGE>
(1)  Steve Chaussy was hired as CFO on June 18, 2003.

(2)  In September,  2004, the Company issued  1,000,000  shares to Steve Chaussy
     and 1,000,000 shares to Fred Smith for services rendered. The shares issued
     were valued at the market price of the  Company's  common stock at the time
     of issuance

(3)  In November  2003,  the Company  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.

(4)  In October,  2004,  the Company  issued 100,000 shares to William Nalls for
     services  rendered.  The  shares  were  valued at the  market  price of the
     Company's common stock at the time of issuance.

(5)  In November  2003,  the Company  issued 5,000  shares to William  Nalls 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.

Option/SAR Grants in Last Fiscal Year

     During the fiscal year ended  December 31, 2004,  no stock or stock options
were granted.

Stock Option Plans

     On October 22,  2004,  the  majority  stockholders  approved the 2004 Stock
Incentive Plan (the "2004 Incentive  Plan") and authorized  5,000,000  shares of
Common Stock for issuance of stock awards and stock options thereunder. The 2004
Incentive Plan was adopted by the Board of Directors. The primary purpose of the
2004 Incentive  Plan is to attract and retain the best  available  personnel for
the Company by granting  stock awards and stock  options in order to promote the
success  of the  Company's  business  and to  facilitate  the  ownership  of the
Company's stock by employees.

     The 2004  Incentive  Plan will be  administered  by the Company's  Board of
Directors,  as the Board of  Directors  may be composed  from time to time.  All
questions of  interpretation  of the 2004  Incentive  Plan are determined by the
Board,  and its  decisions  are final and  binding  upon all  participants.  Any
determination  by a majority  of the  members of the Board of  Directors  at any
meeting,  or by written  consent  in lieu of a meeting,  shall be deemed to have
been made by the whole Board of Directors.

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 March 2, 2005
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 16,161,467  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.

                                       23

<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------

               Name of Beneficial Holder (1)                         Number                  Percent
                                                                    of Shares             Of Class (2)
-------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                  <C>
Donald Shimp
CEO, President and Chairman                                               4,567,000            28%

Mark Presgraves
Secretary/Treasurer and Director                                          4,584,000            28%

Fred Smith
Director                                                                  1,567,234            10%

Steve Chaussy
Chief Financial Officer and Director                                      1,507,500             9%

William Nalls                                                                                   *
Chief Operating Officer and Director                                        121,000

All Directors & Officers (5 persons) as a Group                          12,346,734            76%
</TABLE>
* Less than 1%.

(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.,  the power 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.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Facilities

     Our  wholly-owned   subsidiary  Hesperia  Truss,  Inc.,  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  stockholders,  Mark
Presgraves  and Donald  Shimp.  We rent the  facility and  surrounding  land for
$24,000 per year.

Loans Payable/Receivable

     We have outstanding  loans payable to Donald Shimp,  Mark  Presgraves,  and
Steve  Chaussy;  our  current  President,  Secretary  and  Treasurer  and  Chief
Financial  Officer,  respectively,  in the amount of $394,706 as of December 31,
2004.

     During the year ended  December 31, 2003, our principal  stockholders  paid
office  expenses on our behalf in a total amount of $73,637.  We have  accounted
for the expenses paid by stockholders as additional paid-in capital.  Two of our
principal  stockholders  also  legally  released our  obligation  for $31,224 of
accrued  interest  due to the  stockholders  during the year ended  December 31,
2003. We have accounted for the interest forgiveness as other income as shown in
the accompanying financial statements.

     We maintain our  principal  office at 9780 E Avenue,  Hesperia,  California
92345. We lease 3,900 square feet of office space at our principal  office.  The
monthly rent is $2,000. We lease the facility on a month-to-month basis from our
principal shareholders.

     We have no policy  regarding  entering into  transactions  with  affiliated
parties.

                                       24
<PAGE>
                                     PART IV

ITEM  13. EXHIBITS

Exhibit No.       Description

2.1            Agreement  and Plan of  Merger  between  Hesperia  Holding,  Inc.
               (formerly  Saveyoutime.com,  Inc.) and  Hesperia  Holding  Corp.,
               filed as an exhibit to the current  report on Form 8-K field with
               the  Securities and Exchange  Commission  (the  "Commission")  on
               January 28, 2003 and incorporated herein by reference.

3.1            Articles   of   Incorporation,   filed  as  an   exhibit  to  the
               registration statement on Form 10-SB filed with the Commission on
               March 24, 2000 and incorporated herein by reference.

3.2            Certificate  of Merger,  filed as an exhibit to the  registration
               statement  on Form 10-SB filed with the  Commission  on March 24,
               2000 and incorporated herein by reference.

3.3            Bylaws of the  Company,  filed as an exhibit to the  registration
               statement  on Form 10-SB filed with the  Commission  on March 24,
               2000 and incorporated herein by reference.

4.1            Security  Agreement,  dated as of October  8, 2004,  by and among
               Laurus Master Fund, Ltd., Hesperia Holding, Inc., Hesperia Truss,
               Inc. and Pahrump Valley Truss,  Inc.,  filed as an exhibit to the
               current  report on Form 8-K filed with the  Commission on October
               15, 2004 and incorporated herein by reference.

4.2            Secured  Revolving Note issued to Laurus Master Fund, Ltd., dated
               October 8, 2004,  filed as an  exhibit to the  current  report on
               Form 8-K  filed  with the  Commission  on  October  15,  2004 and
               incorporated herein by reference.

4.3            Secured  Convertible  Minimum  Borrowing  Note  issued  to Laurus
               Master Fund,  Ltd., dated October 8, 2004, filed as an exhibit to
               the  current  report on Form 8-K  filed  with the  Commission  on
               October 15, 2004 and incorporated herein by reference.

4.4            Common Stock Purchase Warrant issued to Laurus Master Fund, Ltd.,
               dated October 8, 2004,  filed as an exhibit to the current report
               on Form 8-K filed with the  Commission  on October  15,  2004 and
               incorporated herein by reference.

4.5            Registration  Rights  Agreement,  dated as of October 8, 2004, by
               and between Laurus Master Fund, Ltd. and Hesperia Holding, Inc

4.6            Escrow  Agreement,  dated as of  October  8,  2004,  by and among
               Laurus Master Fund, Ltd., Hesperia Holding, Inc., Hesperia Truss,
               Inc., Pahrump Valley Truss, Inc. and Loeb & Loeb LLP, filed as an
               exhibit  to the  current  report  on  Form  8-K  filed  with  the
               Commission  on  October  15,  2004  and  incorporated  herein  by
               reference.

4.7            Stock  Pledge  Agreement,  dated as of October  8,  2004,  by and
               between  Laurus  Master Fund,  Ltd. and Hesperia  Holding,  Inc.,
               filed as an exhibit to the current  report on Form 8-K filed with
               the  Commission  on October 15, 2004 and  incorporated  herein by
               reference.

4.8            Subordination  Agreement,  dated as of October  8,  2004,  by and
               among Laurus Master Fund, Ltd., Hesperia Holding,  Inc., Hesperia
               Truss,  Inc. Pahrump Valley Truss,  Inc.,  Donald M. Shimp,  Mark
               Presgraves,  Fred Smith and Steve Chaussy, filed as an exhibit to
               the  current  report on Form 8-K  filed  with the  Commission  on
               October 15, 2004 and incorporated herein by reference.

                                       25
<PAGE>
10.1           Consulting  Agreement,  dated as of March 12,  2004,  between the
               Company  and  TheSUBWAY.com,  filed as an  exhibit  to the annual
               report on Form 10-KSB filed with the Commission on March 29, 2004
               and incorporated herein by reference.

10.2           Consulting  Agreement,  dated as of April 10,  2003,  between the
               Company  and IR Plus,  Inc.,  filed as an exhibit to the  current
               report on Form 8-K filed with the  Commission on February 6, 2004
               and incorporated herein by reference.

14.1           Code of Ethics

23.1           Consent of Registered Independent Certified Public Accountants

23.2           Consent of Registered Independent Certified Public Accountants

23.3           Consent of Registered Independent Certified Public Accountants

31.1           Certification of Chief Executive  Officer pursuant to Rule 13a-14
               and Rule 15d-14(a), promulgated under the Securities and Exchange
               Act of 1934, as amended

31.2           Certification of Chief Financial  Officer pursuant to Rule 13a-14
               and Rule 15d 14(a), promulgated under the Securities and Exchange
               Act of 1934, as amended

32.1           Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 (Chief
               Executive Officer)

32.2           Certification  pursuant  to 18 U.S.C.  Section  1350,  as adopted
               pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 (Chief
               Financial Officer)

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

     The aggregate  fees billed for  professional  services  rendered by Russell
Bedford  Stefanou  Mirchandani  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 2004 and 2003 were $36,430 and $15,375 respectively.

Audit-Related Fees

         None.

Tax Fees

         None.

All Other Fees

         None.

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.

                                       26
<PAGE>
                                   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.


Dated:  March 8, 2005                By: /s/ DONALD SHIMP
                                     --------------------
                                     Donald Shimp
                                     Chief Executive Officer
                                     (Principal Executive Officer) and President

Dated:  March 8, 2005                By: /s/ STEVE CHAUSSY
                                     ---------------------
                                     Steve Chaussy
                                     Chief Financial Officer
                                     (Principal Financial Officer)

     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 8, 2005
---------------
Donald Shimp

/s/ MARK PRESGRAVES        Secretary/Treasurer and Director        March 8, 2005
-------------------
Mark Presgraves

/s/ STEVE CHAUSSY          Chief Financial Officer                 March 8, 2005
-----------------
Steve Chaussy

/s/ FRED SMITH             Director                                March 8, 2005
--------------
Fred Smith

/s/ WILLIAM NALLS          COO and Director                        March 8, 2005
-----------------
William Nalls



                                       27