FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                 For the fiscal year ended December 31, 2000, or

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

                  For the transition period from _____ to _____.

Commission file number: (33-19961)

                              Homegate Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                              75-2224650
-----------------------------------                               ----------
     (State of Incorporation)                                    (Tax ID No.)

               13663 Jupiter Road,Suite 401., Dallas, Texas 75238
--------------------------------------------------------------------------------
               (Address of principal executive offices)(ZIP code)

Registrant's telephone number, including area code: 214-343-9700

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

Securities registered pursuant to Section 12(g) of the Act:   Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the past
12 months and (2) has been  subject to such filing  requirement  for the past 90
days.

                               X    YES                        NO
                           ---------                 ---------

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 2000:
                                      $ -0-

Shares of common stock outstanding at December 31, 2000: 8,220,888



                                        1

<PAGE>



PART I.

ITEM 1            DESCRIPTION OF BUSINESS

The Company is in the business of managing hotels.  As of December 31, 2000, the
Company  had ten (10) hotels  under  management  contracts  which paid them four
percent  (4%) of gross  revenue,  two  percent  (2%) of net revenue and a $1,500
accounting fee per month.

ITEM 2            DESCRIPTION OF PROPERTY

The Company has no property.  The Company  maintains its office at 13663 Jupiter
Road,  Suite 401, Dallas,  Texas 75243,  which it shares with an affiliate at no
cost to the Company.

ITEM 3            LEGAL PROCEEDINGS

The Company is not involved in any legal proceedings.

ITEM 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The  Company  submitted  on July 6,  2000,  to a vote of  security  holders  the
proposal  for a change in  control  of the  Registrant  and the  acquisition  of
assets, to be effective July 1, 20000, whereby:

Change in Control of Registrant.

A PLAN OF  REORGANIZATION  AND  AGREEMENT OF MERGER (the Plan) was signed on the
2nd day of June, 2000 by the Registrant and HMGT  Corporation  (HMGT), a private
Delaware corporation,  wherein the registrant will acquire 100% of the business,
assets, liabilities, and issued and outstanding stock of HMGT in exchange solely
for common stock of the Registrant in a reorganization.

On July 6, 2000 at the Registrant's Special Shareholder's  Meeting, the majority
of the  shareholders  entitled to vote,  either by proxy or in person,  voted to
approve (I) a 1 for 6 reverse split of Registrant's common stock, and to approve
(II) the Plan of  Reorganization  And Agreement of Merger.  Registrant will then
issue 7,200,000  shares  (reorganization  shares) of it's $.001 par value common
stock to the  shareholders of HMGT in a timely manner.  HMGT is is owned 100% by
Amerand  Corproation.  HMGT is engaged in the  Hospitality/Hotel  Industry.  The
issuance of the reorganization shares will represent an 81% position of Control.
The Plan  provides  for the  Registrant  to  change  its name from  Spartan  Oil
Corporation to HomeGate Corporation.

Amerand  Corporation is beneficially  owned by C. Kieth  Wilkerson,  II and Gary
Bell.

On July 6, 2000,  Sean Gallagher  resigned as an officer and director  effective
July 7, 2000 and the following were appointed  directors at the Special  Meeting
of Shareholders:

Gary Bell
Keith Newton
C. Keith Wilkerson, and
John Hickman.

                                        2

<PAGE>



The following were appointed as officers for the Corporation with terms starting
on July 7, 2000:

Gary W. Bell                        President
C. Kieth Wilkerson, II              Vice President
Kieth Newton                        Secretary/Treasurer

Acquisition or Disposition of Assets.

The assets and  liabilities  of the  Registrant  and HMGT  Corporation as at the
effective time of the Merger and Reorganization,  shall be taken up on the books
of the Registrant (Surviving Corporation) at the amounts carried at that time by
each corporation. The assets and liabilities of HMGT Corporation are as follows:
cash in the amount of $100,000.00 US Dollars; the Trademark for "HomeGate Studio
and Suites";  The HomeGate website whose URL is  www.HomeGate.com;  the HomeGate
800 Reservation number which is 1- 800-456-GATE; 2 million shares of Ameri-First
Financial  Group (AMFR - trading OTC BB) valued at $1,800,000;  the balance of a
note payable to Prime Hospitality, Inc. with a face value of $325,000.










                                        3

<PAGE>



PART II.

ITEM 5            MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS

         a.       Market Information.

         The Company's stock is not currently  traded;  therefore no high or low
bids are recited herein.

         b.       Holders.

         There are approximately one hundred (100) shareholders.

         c.       Dividends

         Registrant  has not paid a dividend to the holders of its common  stock
and does not anticipate paying dividends in the near future.

         e.       Warrants

         Registrant has no warrants outstanding.


ITEM 6            SELECTED FINANCIAL DATA

         The following is selected financial data of the Registrant:

         Statement of Operations Data:
                  Revenue                                     $   378,127
                  Depreciation and amortization                    20,072
                  Interest                                          8,529
                  General & administrative                        451,465
                                                              ------------
                  Operating loss                              $(  101,939)

                  Writeoff investment                          (1,800,000)
                  Extraordinary loss                           (   62,339)
                                                              ------------

                  Net loss                                    $(1,964,278)


                  Net loss per common share                   $   0.26

                  Weighted average number of
                  common shares outstanding                     4,532,233

         Balance Sheet Data:
                  Working capital                             $  ( 38,900)





                                        4

<PAGE>



                  Total assets                                     64,280
                  Total liabilities                                99,837
                  Stockholders equity                             (35,557)


ITEM 7            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

The Company was incorporated in the State of Delaware on February 25, 2000 under
the name of HMGT  Management  Corporation.  On July 6, 2000,  the Company merged
with Spartan Oil  Corporation  which was accounted for as a reverse  merger.  On
August 1, 2000, the Company changed its name to HomeGate Corporation.

The  company  manages  hotels and as of December  31, 2000 had ten hotels  under
management  contract.  The Company had as many as ten under management contracts
until  the  owners  of many of those  hotels  had  financial  problems  and lost
ownership  of the  hotels  in the  fourth  quarter  and some more into the first
quarter  of  2001.  However,  HomeGate  continues  to  pursue  hotel  management
contracts and believes that it will secure some in the near future.

The  operations of the Company were strictly  from the  management  hotels which
provided a small profit.  However,  the biggest  charges against income were the
extraordinary  losses  suffered  due to a writeoff of goodwill and a trademark -
both intangible assets and the loss from a change in the valuation in securities
owned of $1,800,000.  This was by far the largest item for the year. The Company
had issued  shares for the  securities  based upon the  securities  being  worth
1,800,000,  which was the market value at the time of  purchase.  Unfortunately,
the  securities  declined  in  value  until  at the end of the  eyar  they  were
worthless.  The Company  continues  to  aggressively  seek new hotel  management
contracts.

There were no stock offerings during the quarter and none are currently planned.

There were no plans or  requirements  for  purchase of capital  items during the
quarter.  The Registrant does not foresee any material  capital  purchase in the
coming twelve months.


ITEM 8            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Report of Independent Certified Public Accountant is attached hereto.


ITEM 9            CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURES

         The Board of  Directors  engaged J.S.  Osborn,  P.C. as auditor for the
Company  whereas  Charles E. Smith  audited the financial  statements  the prior
year. As reflected in an 8-K filed for the change in accountants,  there were no
disagreements  with the prior  auditor on  accounting  or  financial  disclosure
issues,  and there  have  been no  disagreements  with the  current  auditor  on
accounting or financial disclosure issues.




                                        5

<PAGE>


PART III.

ITEM 10           DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

         The following persons serve as directors and officers of Registrant:

                  Gary W. Bell                President and Director
                  C. Kieth Wilkerson, II      Vice President and Director
                  Kieth Newton                Secretary/Treasurer and Director
                  John Hickman                Director


ITEM 11           EXECUTIVE COMPENSATION

         The Company paid no  compensation  to its officers and directors in the
calendar year 2000.

         The Company has no retirement or stock option or bonus plan.


ITEM 12           SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS

         Set forth below is the direct ownership of Registrant's common Stock by
management and any owner of 5% or more of Stock of Registrant.
                                                                           % of
Title of           Name and address                 Amount of shares      class
                    of owner                                              owned
--------------------------------------------------------------------------------
Common            Amerand Corporation                  7,200,000         87.58%
                  13663 Jupiter Road #401
                  Dallas, Texas 75243

Common            Sean Gallagher                          749,999         9.12%
                  418 Wile Avenue
                  Souderton, PA 18964

Common            All Officers, Directors &            7,949,999         96.70%
                  Beneficial Holders as a Group


ITEM 13           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None.





                                        6

<PAGE>



PART IV.

ITEM 14           EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON
                  FORM 8-K

(a)      The following documents are filed as a part of this report:
         Included in Part II, Item 8 of this report:

         Report of Independent Public Accountant

         Balance Sheet as of December 31, 2000

         Statement of Operations - Period  February 25, 2000 (date of inception)
         to December 31, 2000

         Statement  of  Stockholders'  Deficit - Period from  February  25, 2000
         (date of inception) to December 31, 2000

         Statement of Cash Flows - Period  February 25, 2000 (date of inception)
         to December 31, 2000

         Notes to the Financial Statements

(b)      The following reports on Form 8-K were filed for the Company during the
         year:

         On an 8-K dated June 14,  2000,  the  Registrant  announced a letter of
         agreement for a change in control and the acquisition of assets.

         On an 8-K dated July 7, 2000, the Registrant  announced the shareholder
         approval for the change in control and the acquisition of assets.

(c)      The Company is not filing any exhibits.

(d)      This section not applicable to the Company.




                                        7

<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
its behalf by the undersigned thereunto duly authorized.




                                                  Homegate Corporation
                                                          Registrant


                                                  By:  /s/  Gary Bell
                                                  -----------------------------
                                                            Gary Bell

                                                  Its: President


Date:     August 10, 2001


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

Signature                            Title                     Date



/s/  Gary Bell                       President                 August 10, 2001
---------------------
     Gary Bell



                                        8

<PAGE>



                               J. S. OSBORN, P.C.
                           CERTIFIED PUBLIC ACCOUNTANT
                         17430 CAMPBELL ROAD, SUITE 114
                               DALLAS, TEXAS 75252
                          972-735-0033 Fax 972-735-0035
                               Josborn@jsocpa.com

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



                     REPORT OF INDEPENDENT PUBLIC ACCOUNTANT


To the Board of Directors and Stockholders
of Homegate Corporation
Dallas, Texas

I have  audited  the  accompanying  balance  sheet of  Homegate  Corporation  (A
Delaware  corporation)  as of December  31, 2000 and the related  statements  of
operations,  stockholders'  deficit,  and cash flows for the period February 25,
2000 (date of inception),  to December 31, 2000. These financial  statements are
the responsibility of the Company's management.  My responsibility is to express
an opinion on these financial  statements based on my audit. I did not audit the
financial  statements of HMGT Management  Corporation  which are included in the
financial  statements  of Homegate  Corporation  as  discussed  in Note B to the
financial statements, and which statements reflect total assets of $2,269,437 as
of June 30, 2000 and total revenues of $37,096 for the period  February 25, 2000
(date of inception),  to June 30, 2000.  Those  statements were audited by other
auditors  whose report has been  furnished to me, and my opinion,  insofar as it
relates to the amounts included for Homegate Corporation, is based solely on the
report of the other auditors.

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

In my opinion, based on my audit and the report of other auditors, the financial
statements  referred to above  present  fairly,  in all material  respects,  the
financial  position of Homegate  Corporation  as of December 31,  2000,  and the
results of their  operations  and their cash flows for the period  February  25,
2000 (date of  inception),  to December 31, 2000 in conformity  with  accounting
principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a going  concern.  As  discussed  in  Note-J  to the
financial statements, the Company incurred a loss for the period and has limited
capital resources. These conditions raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note-J.  The financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


/s/ J.S. Osborn, P.C.
---------------------
    J.S. Osborn, P.C.

Dallas, Texas
May 31, 2001









                                       1
<PAGE>

                              HOMEGATE CORPORATION
                       (Formally Spartan Oil Corporation)

                                 BALANCE SHEET
                               December 31, 2000



                                     ASSETS
                                     ------


CURRENT ASSETS:
  Cash                                                        $          937
  Accounts receivable - related party                                 60,000
                                                              ---------------
    Total Current Assets                                              60,937

PROPERTY:
  Furniture and equipment (net)                                        3,343
                                                              ---------------
    Total Property                                                     3,343

TOTAL ASSETS                                                  $       64,280
                                                              ===============






                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------


LIABILITIES:
  Accounts payable                                            $       99,837
                                                              ---------------
    Total Accounts Payable                                            99,837

STOCKHOLDERS' DEFICIT:
  Common stock, $0.001 par value; 50,000,000
   shares authorized; 8,220,888 shares
   issued and outstanding                                              8,221
  Paid-in capital                                                  1,920,500
  Accumulated deficit                                             (1,964,278)
                                                              ---------------
    Total Stockholders' Deficit                                      (35,557)
                                                              ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $       64,280
                                                              ===============







                            See accompanying notes.
                                       2


<PAGE>


                              HOMEGATE CORPORATION
                       (Formally Spartan Oil Corporation)

                            STATEMENT OF OPERATIONS
       Period February 25, 2000 (date of Inception), to December 31, 2000





REVENUE:
  Fee income                                                    $       378,127
                                                                ----------------
    Total Revenue                                                       378,127


OPERATING EXPENSE:
 Amortization                                                            19,861
 Depreciation                                                               211
 Interest                                                                 8,529
 General and administrative                                             451,465
                                                                ----------------
   Total Operating Expense                                              480,066

OTHER EXPENSE:
Write off of investment                                               1,800,000
                                                                ----------------

Loss before extraordinary items                                      (1,901,939)

Extraordinary loss - trademark                                          (55,139)
Extraordinary loss -goodwill                                             (7,200)
                                                                ----------------

NET LOSS:                                                       $    (1,964,278)
                                                                ================

Net loss per share (basic and diluted):
Loss before extraordinary items                                 $         (0.42)
Extraordinary loss                                                        (0.01)
                                                                ----------------
 Net loss per share                                             $         (0.43)
                                                                ================



Basic/diluted weighted average number of shares outstanding           4,532,233
                                                                ================




                            See accompanying notes.
                                       3

<PAGE>

<TABLE>

<CAPTION>

                              HOMEGATE CORPORATION
                       (Formally Spartan Oil Corporation)

                       STATEMENT OF STOCKHOLDERS' DEFICIT
       Period February 25, 2000 (Date of Inception), to December 31, 2000







                                             Common              Paid-in        Accumulated     Stockholders'
                                       Shares       Amount       Capital          Deficit          Deficit
                                     ------------ ----------- ---------------  --------------- ----------------
<S>                                  <C>          <C>         <C>              <C>             <C>

Issuance of common shares
  (Date of Inception)                    100,000  $      100     $ 1,931,000   $          -    $     1,931,100

Effects from reverse merger            6,025,527       6,026         (15,605)                           (9,579)

Reverse Split of Spartan Oil
 common shares 1 for 6                (5,104,639)     (5,105)          5,105                                 -

Stock issued pursuant to merger
72 shares for 1                        7,200,000       7,200                                             7,200

Net loss                                                                           (1,964,278)      (1,964,278)
                                     ------------ ----------- ---------------  --------------- ----------------
Balance, December 31, 2000             8,220,888  $    8,221  $    1,920,500   $   (1,964,278) $       (35,557)
                                     ============ =========== ===============  =============== ================
</TABLE>







                            See accompanying notes.
                                       4



<PAGE>

                            HOMEGATE CORPORATION
                       (Formally Spartan Oil Corporation)

                             STATEMENT OF CASH FLOWS
       Period February 25, 2000 (Date of Inception), to December 31, 2000




CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                    $    (1,964,278)
  Items not requiring cash:
     Amortization                                                      19,861
     Depreciation                                                         211
     Write-off of investment                                        1,800,000
     Write-off of trademark                                           250,000
      Cancel note payable                                            (250,000)
     Extraordinary loss - trademark                                    55,139
     Extraordinary loss - goodwill                                      7,200
     Earnings effect from merger                                       (4,143)
  Changes in operating assets and liabilities:
     Increase in accounts receivable - related party                  (60,000)
     Increase in accounts payable                                      94,401
                                                              ----------------

NET CASH USED BY OPERATING ACTIVITIES:                                (51,609)


CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment                                                (3,554)
                                                              ----------------

NET CASH USED BY INVESTING ACTIVITIES:                                 (3,554)


CASH FLOWS FROM FINANCING ACTIVITIES:
  Sale of stock                                                       131,100
  Payment on debt                                                     (75,000)
                                                              ----------------

NET CASH PROVIDED BY FINANCING ACTIVITIES:                             56,100
                                                              ----------------


NET INCREASE IN CASH:                                                     937

CASH AT BEGINNING OF YEAR:                                                  0
                                                              ----------------

CASH AT END OF YEAR:                                          $           937
                                                              ================






                            See accompanying notes.

                                       5
<PAGE>


                            HOMEGATE CORPORATION
                       (Formally Spartan Oil Corporation)

                             STATEMENT OF CASH FLOWS
       Period February 25, 2000 (Date of Inception), to December 31, 2000



                            SUPPLEMENTAL DISCLOSURE




NON CASH INVESTING ACTIVITIES:
  Acquisition of investments                                   1,800,000
  Acquisition of trademark                                       325,000
  Acquisition of goodwill                                          7,200


NON CASH FINANCING ACTIVITIES:
  Assumption of note payable                                     325,000


Interest paid                                                      8,529
No taxes paid for the period











                             See accompanying notes.
                                       6

<PAGE>

                              HOMEGATE CORPORATION
                       (Formally Spartan Oil Corporation)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000






NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

History:
--------
The Company was organized  January 5, 1988, as a Delaware  corporation under the
name Oliver Owen  Corporation.  The  Company  was  organized  for the purpose of
seeking,  investigating,  and, if such investigation warrants, acquiring assets,
properties,   and  businesses  and  to  engage  in  any   substantial   business
opportunities.  In October  1988 the  company  changed  its name to Spartan  Oil
Corporation.

In 2000, the Company authorized a 1 for 6 reverse split of its common shares.

In 2000, the Company merged with HMGT  Management  Corporation  (HMGT),  a newly
formed private corporation,  domiciled in the state of Delaware.  HMGT is in the
business of hotel management

In 2000, the Company changed its name to Homegate Corporation.

Basis of Presentation:
----------------------
It is the Company's  policy to prepare its  financial  statements on the accrual
basis of accounting in accordance with accounting  principles generally accepted
in the United States.

Revenue Recognition:
--------------------
Revenues are recorded as income in the period the management fees are earned and
expenses  are  recognized  in the  period  in which  the  related  liability  is
incurred.

Customer Concentration:
-----------------------
The  majority of managed  hotels have the same  owner.  Although  the Company is
widening  its customer  base,  this  concentration  could  adversely  affect the
Company.

Use of Estimates
----------------
In  order  to  prepare  financial   statements  in  conformity  with  accounting
principals  generally  accepted  in the  United  States,  management  must  make
estimates,  judgments and  assumptions  that affect the amounts  reported in the
financial statements and determine whether contingent assets and liabilities, if
any, are  disclosed in the  financial  statements.  The ultimate  resolution  of
issues requiring these estimates and assumptions could differ significantly from
resolution  currently  anticipated  by  management  and on which  the  financial
statements are based.

Cash and Cash Equivalents:
--------------------------
For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  debt  instruments  with  maturity  of  three  months  or less to be cash
equivalents.

Property and Equipment:
-----------------------
Property  and  equipment  is carried at cost.  Depreciation  is  provided by the
straight-line method over each asset's estimated useful life. Upon retirement or
disposal,  the asset cost and related accumulated  depreciation are removed from
the accounts and any resulting gain or loss is included in the  determination of
net income.

                                       7
<PAGE>

                              HOMEGATE CORPORATION
                       (Formally Spartan Oil Corporation)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000


NOTE A - NATURE OF  BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
(CONTINUED):

Long-Lived Assets
-----------------
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 121,
Accounting for the impairment of Long-Lived Assets and for Long -Lived Assets to
be  Disposed  of,  the  Company  records   impairment  losses  when  events  and
circumstances  indicate  that the assets might be impaired and the  undiscounted
projected  cash flows  associated  with those  assets are less than the carrying
amounts of those assets. Impairment loss on a long-lived asset is measured based
on the excess of the  carrying  amount of the asset over the asset's fair value,
generally determined based upon discounted estimates of future cash flows.

Net Loss per Common Share:
--------------------------
Basic net loss per share excludes  dilution and is computed by dividing net loss
by the  weighted  average  number of common  shares  outstanding  for the period
presented.  Diluted net loss per common share was the same as basic net loss per
common  share for the period  presented  since the  Company  has no  potentially
dilutive securities and because of the Company's net loss.

Income Tax:
-----------
The Company is subject to the greater of federal income taxes computed under the
regular system or the alternative  minimum tax system. The Company uses an asset
and liability approach for the accounting and financial  reporting of income tax
as required by SFAS No. 109,  Accounting  for Income  Taxes.  Under this method,
deferred  tax  assets  and  liabilities   are  determined   based  on  temporary
differences  between the financial  carrying amounts and the tax bases of assets
and  liabilities  using  enacted  tax  rates in effect in the years in which the
temporary  differences  are  expected  to  reverse.   Valuation  allowances  are
established  when necessary to reduce  deferred tax asset to the amount expected
to be "more likely than not" realized in future returns.


NOTE B - MERGER:
----------------

In connection with the merger,  the Company effected a one for six reverse stock
split of its common shares. The Company then exchanged  7,200,000 common shares,
for 100,000 (100%) of the outstanding voting common shares of HMGT.







                                       8
<PAGE>

                              HOMEGATE CORPORATION
                       (Formally Spartan Oil Corporation)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000


NOTE B - MERGER (CONTINUED):
----------------------------

The  shareholders  of HMGT  became the  majority  shareholders  of the  Company.
Therefore,  this business combination,  a purchase transaction under APB Opinion
No. 16 "Business Combinations",  has been accounted for as a reverse merger. The
financial  statements reflect the operations of HMGT for the period February 25,
2000 (date of inception), to June 30, 2000. The affective date of the merger was
July 1, 2000.  This merger  resulted in changing the Company's  name to Homegate
Corporation. A summary of assets and liabilities acquired is as follows:

                  Cash                               $   101,075
                  Receivables                             37,096
                  Investment                           1,800,000
                  Trademark                              315,972
                  Deposit                                 15,294
                                                     -----------
                           Total Assets              $ 2,269,437

                  Payables                           $     8,529
                  Note Payable                           325,000
                                                     -----------
                           Total Liabilities         $   333,529


NOTE C - ACCOUNTS RECEIVABLE-RELATED PARTY:
---------------------------------------------
The Company's primary customer is a related party.


NOTE D - FURNITURE AND EQUIPMENT:
---------------------------------

Furniture and equipment is stated at cost and consists of the following:

         Office furniture                               $3,554
         Allowance for depreciation                       (211)
                                                        -------
                  Total                                 $3,343
                                                        =======

Depreciation  has been  provided by the  straight-line  method over each asset's
estimated useful life of five years.


NOTE E - COMMON STOCK:
----------------------

Common Stock:
-------------
The Company is  authorized to issue  50,000,000  common shares of stock at a par
value of $0.001 per share. These shares have full voting rights. At December 31,
2000,  there were  8,220,088  shares  outstanding.  The  Company  has not paid a
dividend to its shareholders.

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<PAGE>


NOTE E - COMMON STOCK (CONTINUED):
----------------------------------

Reverse Split of Common Stock:
------------------------------
The Company reverse split its issued and outstanding  common shares on the basis
of a 1 share for 6 shares.  This action  reduced the total  number of issued and
outstanding common shares from 6,125,527 to 1,020,921.  The number of authorized
common shares was not changed and there was no change in its $0.001 par value.


NOTE F - RELATED PARTY TRANSACTIONS:
------------------------------------

The Company received  $378,127 from related parties for management fees and paid
$77,901 to related  parties for general and  administrative  expenses during the
year.



NOTE G - INCOME TAXES:
----------------------

The  Company  has a net  loss  carryover  of  approximately  $1,964,000  that is
available to offset its future income tax liability.

No deferred tax asset has been  recognized  for the loss carryover as it is more
likely than not that all or a portion of the net loss will not be  realized  and
any valuation  allowance  would reduce the benefit to zero.  The loss expires in
2020.


The  components  of the  provision  (benefit)  for income taxes  included in the
financial statements as of December 31, 2000 are as follows:

         Deferred tax assets:
         Net loss carryover                                   $(1,964,278)
         Valuation allowance                                    1,964,278
                                                              ------------
         Total deferred income tax assets                             -0-
         Total deferred income tax liabilities                        -0-
                                                              ------------
         Net deferred income tax assets                       $       -0-
                                                              ============


NOTE H - OTHER EXPENSE:
-----------------------

The Company acquired  2,000,000 common shares of stock of a related party in the
merger on July 1, 2000. The common shares were considered as trading securities.

By December 31, 2000,  the value of the common shares was zero and  accordingly,
the Company recorded a $1,800,000 write off in its statement of operations.

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<PAGE>


                              HOMEGATE CORPORATION
                       (Formally Spartan Oil Corporation)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2000



NOTE I - EXTRAORDINARY LOSSES:
------------------------------

The Company  acquired a trademark  valued at $315,972 and a related note payable
for the trademark for $325,000 in the merger on July 1, 2000. As a result of the
merger,  the  excess of  purchase  price  over the fair value for all net assets
created goodwill in the amount of $7,200.

During  the  year,  the  Company  agreed  that the  trademark  had no value  and
negotiated  the  forgiveness  of the related note payable.  The company had made
payments  on the note in the amount of  $75,000  and had  recorded  amortization
expense in the amount of $19,861. The Company removed the asset and it's related
accumulated  amortization  and related note payable and recorded a $55,139 write
off in its statement of operations.

As the result of the write off of the  trading  securities  and the write off of
the trademark,  the Company agreed that the goodwill had no value and recorded a
$7,200 write off in it's statement of operations.


NOTE J - GOING CONCERN:
-----------------------

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company has funded its operations
to date from  management  fees,  the issuance of shares and debt.  These matters
raise substantial doubt about its ability to continue as a going concern.

The  company has  minimal  capital  resources  available  to offset  losses from
operating and other obligations expected to be incurred. The continued existence
is dependent upon several factors, including its ability to generate revenue and
to generate operating capital.

The  Company  plans  to  generate  revenue  by  securing  additional  management
contracts that will provide adequate income to produce a profit.












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