<PAGE>

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

                                 FORM 10-K405

(MARK ONE)

(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934
For the fiscal year ended December 31, 2000
     OR
( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the transition period ___________________ to _____________________

Commission file Number 33-29985-NY
                       -----------

                         THE FREIGHT CONNECTION, INC.
                         ----------------------------
            (Exact name of registrant as specified in its charter)

        Delaware                      8980                     11-2994672
------------------------      --------------------          ------------------
 (State or jurisdiction    (Primary Standard Industrial      (I.R.S. Employer
  of incorporation or       Classification Code Number)       Identification
     organization)                                                 No.)


              9870 Highway 92, Suite 110, Woodstock, Georgia 30188
      ---------------------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:         (770) 517-7744
                                                            ---------------
Securities registered pursuant to Section 12(b) of the Act  None
                                                            ----

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

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 Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to 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-K 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-K or any amendment to this
Form 10-K. (X)

As of March 31, 2001, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $269,280.

As of March 31, 2001, the number of shares of Common Stock outstanding was
4,825,630
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                               REPORT ON FORM 10-K
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000


                                TABLE OF CONTENTS
                                -----------------


                                     PART I

Item 1.  Business..............................................................3
Item 2.  Properties............................................................8
Item 3.  Legal Proceedings.....................................................9
Item 4.  Submission of Matters to a Vote of Security Holders...................9

                                     PART II

Item 5.  Market for the Registrant's Common Equity and Related
                  Stockholder Matters.........................................10
Item 6.  Selected Financial Data..............................................11
Item 7.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.................................. 12
Item 8.  Financial Statements and Supplementary Data..........................15
Item 9.  Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure....................................15

                                    PART III

Item 10. Directors and Executive Officers of the Registrant;
                  Compliance with Section 16(a) of the Exchange Act...........15
Item 11. Executive Compensation...............................................16
Item 12. Security Ownership of Certain Beneficial Owners and
                  Management..................................................18
Item 13. Certain Relationships and Related Transactions.......................19

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on
                  Form 8-K....................................................20
Signatures....................................................................22

                                       2
<PAGE>

                                     Part 1

Item 1.           Business

The Company:  Organization and Changes of Control
-------------------------------------------------

         The Company was organized under the laws of the State of Delaware on
December 16, 1987, under the name Taylor Equities, Inc. ("Taylor"). The Company
was formed as a "blank check" company, with its sole purpose being to offer its
stock to the public in a public offering and thereafter use the proceeds to find
an acquisition or merger candidate. On December 23, 1991, Taylor entered into an
Agreement and Plan of Merger (the "Merger Agreement") with The Freight
Connection, Inc., ("FCI") a Florida corporation organized in October 1983
("FCI") by Michael Jackson, former President of the Company, under the name
"Expert Freight of Tampa, Inc." FCI was organized as an intermodal marketing
company and carried on that business until its combination with Taylor, when FCI
was dissolved. The Company's name was changed from Taylor Equities, Inc., to The
Freight Connection, Inc., and the officers and directors of FCI became the
officers and directors of the Company.

         On July 14, 1993, Vitran Corporation Inc. ("Vitran"), a corporation
organized under the laws of the Province of Ontario and having a principal place
of business at 70 University Avenue, Suite 350, Toronto, Canada, M5J 2M4,
acquired 3,218,030 shares of the Company's Common Stock. During 1997, Vitran
purchased an additional 700,000 shares of the Company's common stock, changing
its ownership to 3,918,030 shares, or 81.19% of the Company's outstanding common
stock. Vitran is a North American multi-divisional operating company providing
services to the freight and environmental industries with over 3,000 employees
and associates at over one hundred service centers and offices in Canada and the
United States. Vitran's Distribution Services Group, of which the Company is a
part, provides a complete range of services for the movement of freight
throughout the continent, utilizing both highway and rail modes. Services
include less than truckload, full load, dedicated contract carriage, warehousing
and inventory management. Vitran solicits business between the United States and
Canada as an agent for the Company through a Vitran sales office in Toronto.
Vitran and the Company have an agreement that all intermodal trans-border rail
shipments shall be written by the Company, with Vitran receiving an agency
commission from the Company for such business. Trans-border over-the-road
shipments may be made by the Company or other Vitran subsidiaries, depending on
the type of service required by the shipper of such freight. Each shipper has
unique requirements for the movement of its freight, including time, shipment
size and volume, and the shipper's inventory carrying costs. Vitran's common
stock is traded on the Toronto Stock Exchange under the symbol VTN.A and on AMEX
under the symbol VVN. See Item 13 of this Report.

     In May 1998, Vitran transferred its ownership in The Freight Connection,
Inc. to Vitran Corporation, a U.S. holding company organized in the state of
Nevada. The purpose of this transaction was to have common ownership for
Vitran's various U.S. subsidiaries, all of which are owned by the Nevada
Corporation.

The Intermodal and Highway Brokerage Industry
---------------------------------------------

         The Company provides intermodal transportation services and operates as
an intermodal marketing company ("IMC"). Intermodal transportation involves the
movement of freight by more than one mode of transportation, principally by
truck or a combination of truck and rail. The Company also has a highway
brokerage division, which involves the movement of freight by truck.

                                       3
<PAGE>

         For freight moving in excess of 500 miles, intermodal shipping often
represents a cost-effective alternative to over-the-road trucking. The Company
includes, as its target market, freight which is currently being shipped via
intermodal transportation as well as freight moving in excess of 500 miles via
for-hire trucking companies and private trucking fleets. Intermodal freight is
divided equally into shipments generated domestically and those generated by the
import/export market, with international movements slightly exceeding domestic
traffic. Traditionally, the domestic shipments have been long-haul truck
movements, principally truckload. Intermodal has primarily attracted long-haul
freight of 700 miles to 1,000 miles or more; in some corridors, intermodal can
be cost effective for distances as short as 500 miles.

         IMCs have created additional opportunities for intermodal shipping by
providing a full door-to-door service to their clients at a price and service
level that would not be available to the shipper on its own. IMCs assist the
railroads in balancing freight originating in or destined to specific geographic
regions, resulting in improved asset utilization. IMCs provide value to shippers
by passing on certain economies of scale by being volume purchasers of rail and
drayage service, providing access to a large equipment pool, consolidating each
carrier's invoice into one single invoice and handling the logistics of an
intermodal move.

         During the latter part of 1999 continuing throughout 2000, the industry
experienced a narrowing of the gap between intermodal pricing and highway
pricing in certain major corridors. This fact coupled with a few service issues
that existed with certain rail carriers that lingered after a merger, made our
highway brokerage service more viable as an option. The highway brokerage
division represented 26.3% of the company's revenue in 2000, 29.1% in 1999 and
18.3% in 1998.

         According to statistics reported by the Intermodal Association of North
America, ("IANA"), IMC rail intermodal traffic for the year ended December 31,
2000 experienced zero growth over 1999. For the same period, the highway
brokerage volume declined by 8%. Revenue per unit for intermodal traffic grew by
1% during 2000 while the highway brokerage revenue per unit was up 5.8% compared
to 1999 data. (1)

         Historically, establishing an IMC was easy because of the low capital
cost required to enter the carrier business. However, in the last few years the
railroads have restricted the number of IMCs with which they will enter into
wholesale contracts. They increasingly deal only with those that can deliver
certain volumes, and have in most cases required the posting of financial
guarantees before they will extend credit. In addition, market conditions
require that an IMC be able to demonstrate to carriers and shippers its ability
to interface with customers and carriers electronically. These requirements
limit the ability of start-up IMCs to enter the market and may force small IMCs
out of the market if they are unable to continue to meet these requirements. The
Company believes that this trend will continue to be advantageous to the
Company. The Company believes that its financial resources, staff, and computer
hardware and software are sufficient to offer substantially the same or better
services than any of its competitors, and that the Company is able to compete
effectively with any other company engaged in its business.

-------------------
(1)  IANA IMC Market Activity Report, Intermodal Association of North America,
     February 2001.

Operations
----------

         The Company's services include the tracking of its customers' freight
in-transit, the daily reporting through electronic means of each load's status,
expediting each shipment to ensure it meets its schedule, and the consolidation
of all freight bills within a movement into a single door-to-door invoice,
regardless of how many carriers are utilized. The Company contracts with all
major North American railroads along with drayage carriers and independent stack
train operators.

                                       4
<PAGE>

         The Company believes that a primary component of its business strategy
is the continued improvement of its software and other technology to enhance its
information processing for its intermodal transportation services. The Company
believes that a significant portion of its future growth will depend on its
information technology and accordingly it continues to concentrate in this area.
The Company purchased operational and financial software in 2000 to enhance
customer service, load tracking, vendor payables, margin analysis, and financial
reporting. Initial installation was completed in the 1st Quarter of 2001 with
implementation continuing through 2001. The Company has several customers online
with full electronic data interchange of information from a shipment's original
loading through delivery at destination.

         The Company is primarily a provider of intermodal and highway brokerage
transportation services, yet it continues to expand its service capabilities as
customers increasingly outsource their transportation needs. The Company now
performs logistics functions for a small number of its clients and intends to
expand its logistics capabilities and offer new or additional services to meet
or exceed customer demands.

The Company's Carrier Vendors
-----------------------------

         An important element of the Company's strategy is to continue to build
and strengthen its close working relationship with each of the major intermodal
railroads in the United States, Canada and Mexico. The Company has contracts
with each of the following Class 1 railroads:

                  BNSF                               Illinois Central
                  Norfolk Southern                   Union Pacific
                  CSX Transportation                 Canadian National
                  Canadian Pacific                   Wisconsin Central
                  Kansas City Southern

         These contracts govern the terms of transportation with each railroad,
which include payment terms and the various services to be provided by each
rail. The Company negotiates with each railroad in an effort to provide the best
quality service at a favorable price to its client base. These contracts usually
have staggered renewal dates at which time the Company revisits its volume with
that rail and seeks to establish even more favorable contracts for the
continuing years, including rebates for volume shipments. The Company is also
able to negotiate special commodity pricing which provides price discounts on
certain commodities based on competitive factors. The special pricing quotations
are designed, in part, by the railroads to attract new business that the
railroads have not previously handled.

         The Company also sees its local cartage ("drayage") and over-the-road
carrier base as an integral part of its operations, since the Company's ability
to perform on-time pick up and delivery of product is partially based on the
level of service provided by these carriers. Accordingly, the Company has
programs in place that monitor the performance of each of its carriers. The
Company's data base of carriers is maintained and updated regularly to ensure
that only approved carriers with adequate insurance are available for use. The
Company continues to seek out quality carriers throughout North America to
enhance its ability to provide faster service and facilitate the Company's
expansion.

The Company's Customers
-----------------------

         The Company continued in its efforts to diversify and increase its
customer base in 2000. This was accomplished primarily through the soliciting of
new business by each of the offices (see "Sales and Marketing," below). The
Company performs credit checks on all potential customers to ensure that they
are credit worthy and are able to meet the payment terms established by the
Company.

                                       5
<PAGE>

         The Company has transportation agreements with various companies to
perform substantial portions of their transportation needs on agreed-upon
pricing terms for specified routes. Many of these agreements are verbal and
non-binding. Others are binding and in written form, but are cancelable on short
notice. All of the Company's agreements are based upon the Company's price
quotes as accepted by its customers. The quotation document sets forth all of
the terms of the agreement between the parties and includes a liability
disclaimer (see "Liability Issues," below). Quotation documents establish
pricing and delivery terms of freight, and are often used by shippers on a
continuous basis. Either party can cancel all agreements, based on the Company's
written quotations, at any time, prior to shipment, without penalty.

         Many of the Company's customers in the automotive, scrap metal, food
services, retail and spirit industries operate within a multi-divisional
environment. The Company does business with more than one division of several of
its principal customers, and is dependent on the various divisions of such
companies for a substantial portion of its business. As its agreements with
those customers are made on a divisional rather than a corporate basis,
management believes it is not likely that the Company would lose all of the
business of any of its principal customers if it were to lose the business of
any one of their divisions.

         During the year ended December 31, 2000, the Company had sales to
various divisions of one major customer, an automobile manufacturer, which
amounted to 27% in 2000, 33% in 1999 and 43% in 1998. The Company's business
with this customer is conducted on a multi-divisional basis and the above
percentages are for the aggregate of all divisions of this customer. The Company
has separate agreements with each division and the percentage of business
represented by each division is substantially less than the corporate aggregate.
During June 1999, this customer placed its business out for bid in a tender
process resulting in the Company losing a substantial portion of the business
with a negative impact on revenues. Due to the fact that the customer evaluates
each division separately, the Company was able to retain agreements with certain
divisions. The maximum percentage of sales by any one division is approximately
5% of the Company's total sales.

Sales and Marketing
-------------------

         The Company believes that developing long-term relationships with its
client base is crucial to its continued growth. By developing these long-term
relationships, the Company is able to better understand its customers' needs and
is then able to customize its services to each client. The Company has an
extensive database of existing and potential new clients to which it continually
markets its services.

         The Company undertakes a variety of marketing initiatives, including
the use of direct surveys on a client-by-client basis to determine new or
additional customer needs and meet the demand. An approach to a new client
generally involves the assessment of that customer's transportation
requirements. In making its analysis, the Company reviews the customer's
business patterns and determines if the customer is maximizing its
transportation dollar. The Company also seeks to integrate itself into the
customer's environment to determine if there are additional logistic services
the Company can provide. The objective of the Company's analysis is to market
the Company's services by presenting to the customer a program of reducing the
customer's overall costs while offering the customer a superior level of
transportation service.

         The Company regularly surveys its customers in order to continually
receive evaluations of the Company's performance, keep abreast of customer
needs, and develop leads for new business.

         The Company maintains a corporate office in Atlanta, Georgia with sales
offices in Los Angeles, California, and Chicago, Illinois. In addition, the
Company utilizes a combination of outside commission agents and internal
marketing staff to support its sales efforts. During 2000, a new sales office
was opened in Lincoln, Nebraska and in

                                       6
<PAGE>

1999 offices were closed in Minneapolis, Minnesota, San Francisco, California
and the Tampa, Florida corporate office was relocated to Atlanta, Georgia in
March, 2000. The Company's commissioned agents are located in major geographic
locations across North America. A unit of Vitran based in Concord, Ontario,
Canada represents the Company as its Canadian agent. Each outside sales person
receives a commission based on a percentage of the gross profit generated on
each movement. The Company is striving to develop commission sales agreements in
all major markets within North America.

Computer Systems
----------------

         The Company has invested in the purchase and development of computer
programs that provide pertinent tracking information to its customers on a daily
basis. The Company purchased operational and financial software in 2000 to
enhance customer service (scheduling, pricing, quotations, routing, dispatch,
tracing), vendor relations, billing and collections, margin analysis and
financial reporting. Initial installation was completed in the 1st Quarter of
2001, with implementation continuing through 2001.

         With the Company's computer systems capability, the Company can advise
its customers on a regular basis of the exact location of any shipment.
Customers receive a daily shipment tracking report, which provides the location
of each shipment in transit within the United States, Mexico and Canada. This
technology permits the Company to solve problems with customers' shipments in
many instances before they cause any delay to the shipper.

         All of the Company's offices are networked into the system so that
up-to-date information is always available for the customers of each location.

            The Company uses both in-house and external trained computer
technicians who support the system on an on-going basis. They make the necessary
modifications and enhancements to the system to ensure that the Company is
up-to-date on the latest technological advancements. In addition, they are able
to customize programs to meet specific customer reporting requirements.

Liability Issues
----------------

         Brokers, such as the Company, do not generally assume liability for
loss or damage to freight. Since the Company operates as a transportation broker
(that is, a company that finds a carrier to haul a shipper's freight) of
property and a shipper's agent, it does not take possession of the freight and
is therefore not liable for the carrier's failure to perform or the carrier's
negligent performance. The Company has a liability disclaimer as a part of each
freight agreement signed with its customers. This liability disclaimer sets
forth the Company's legal responsibilities and states that since the Company is
acting as a transportation intermediary and not as a carrier, it will not be
liable for loss or damage resulting from the transportation of freight.

         Although as a broker it is not responsible for loss of or damage to
freight, the Company will assist the shipper as its agent in the claim
collection process. In compliance with provisions in the Company's contracts
with certain railroads, the Company has obtained an unsecured surety bond in the
amount of $150,000. In addition, the Federal Highway Administration requires the
Company to maintain a surety bond in the amount of $10,000, which is secured by
a certificate of deposit. The Company also maintains an unsecured surety bond in
the amount of $500,000 as a requirement of one of its major customers.

                                       7
<PAGE>

Competition
-----------

         The transportation services industry is highly competitive. The Company
competes against other IMCs, as well as brokers of freight, logistic service
companies and with railroads that attempt to market their own intermodal
services. The Company also competes with over the road carriers who have entered
the intermodal market by converting their long-haul traffic to intermodal.
Competition is based primarily on freight rates, quality of service, reliability
and transit times.

         The Company competes with several other IMCs, such as The Hub Group,
Mark VII Transportation, AP Distribution, Alliance Shippers, GST Corporation,
and numerous small regional and local firms. Many of these firms have larger
gross revenues than the Company, however the Company believes that it is an
established IMC able to meet the requirements of railway carriers and shippers
and that it is competitive with the largest IMCs. With the trend towards further
consolidation in the industry, the Company believes that its stability and its
continual investment in information systems will uniquely position the Company
for continued growth both through external sales development and the possible
acquisition of other IMCs.

Employees
---------

         At December 31, 2000 and March 23, 2001, the Company had 38 full-time
employees engaged in performing executive, administrative, sales and clerical
duties. These employees were located in each of the offices, with the majority
of the administrative duties being performed from the Atlanta, Georgia
headquarters. Management intends to adjust employment throughout the coming
year, as it deems necessary, in order to provide continuous quality service.

Executive Officers of the Registrant
------------------------------------

         As of the date hereof, there are two executive officers of the Company.
Richard E. Gaetz serves as the Chief Executive Officer of the Company and has
served in that capacity since October 11, 1996. Geoff Duncan serves as the
President of the Company. He has served in that capacity since April 1, 1998,
replacing Richard Gaetz in that position. Prior to that date, Mr. Duncan served
as the Executive Vice President of the Company. For information as to Mr. Gaetz
and Mr. Duncan's prior business experience, see Item 10 of this Report.

Environmental Matters
---------------------

         The Company does not believe that compliance with federal, state and
local laws and regulations, which have been enacted or adopted regulating the
discharge of materials into the environment, will have any material adverse
impact upon the capital expenditures, earnings, or competitive position of the
Company.


Item 2.           Properties

         The Company's corporate headquarters were relocated from Tampa, Florida
to Atlanta, Georgia in March 2000. The relocation cost approximately $29,000.
Prior to this date, the Company leased approximately 5,000 square feet in Tampa,
Florida in a lease, which expired February 29, 2000. The annual rent for this
space was $7,443 for the year ended December 31, 2000 and $44,442 for the year
ended December 31, 1999.

                                       8
<PAGE>


         The Company rented an office in Atlanta, Georgia under a lease expiring
June 30, 2001. Rent expense incurred under this lease was $25,332 for the year
ended December 31, 1999. In order to accommodate the relocation of the Company's
headquarters to Atlanta, Georgia in March 2000, additional space would be
needed. In December 1999, management of the Company entered into a lease
commitment with the landlords to replace the existing lease with a new agreement
for increased square footage. The new lease expires January 31, 2005. Rent
Expense for the corporate office for the year ended December 31, 2000 was
$42,811.

         The Company rented an executive suite for its Los Angeles, California
office until the expiration of the lease on November 30, 1999. At that time, the
Company determined that an executive suite no longer met its needs, so it
entered into a lease in an office building with additional space. This lease
expires November 30, 2004. Rent expense for the Los Angeles location for the
year ended December 31, 2000 was $49,580and for the year ended December 31,
1999, was $33,690.

         The Company opened an office in Lincoln, Nebraska in July 2000 with a
term and renewal through September 2001 and rent expense for the year ended
December 31, 2000 was $4,316 The Company also closed offices in San Francisco,
California, Chicago, Illinois, and Minneapolis, Minnesota and the existed leases
expired.



Item 3.           Legal Proceedings

         As of the date of this Report, and for the fiscal year covered by this
Report, the Company was not a party to any material legal proceedings.

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

         No matter was submitted to a vote of security holders during the fiscal
year covered by this Report.

                                       9
<PAGE>

                                     PART II

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

         The Company's Common Stock is quoted on the NASD electronic bulletin
board and in the "pink sheets" under the symbol FTCN. There has never been an
active trading market for the Company's Common Stock, nor does one now exist.

     Pink Sheets, LLC (formerly The National Quotation Bureau, Inc.) reports the
close as of December 31, 2000 at $.25 per share and reports the following bid
quotations:

                                                           Bid Prices
                                                           ----------
         Period                                      High               Low
         ------                                      ----               ----

         January 1 - March 31, 1998                   .69               .56
         April 1 - June 30, 1998                      .75               .69
         July 1 - September 30, 1998                  .75               .63
         October 1 - December 31, 1998                .63               .38
         January 1 - March 31, 1999                   .41               .38
         April 1 - June 30, 1999                      .56               .31
         July 1 - September 30, 1999                  .53               .53
         October 1 - December 31, 1999                .53               .34
         January 1 - March 31, 2000                   .55               .34
         April 1 - June 30, 2000                      .55               .51
         July 1 - September 30, 2000                  .56               .39
         October 1 - December 31, 2000                .39               .25
         January 1 - March 31, 2001                   .30               .25

         Such quotations reflect inter-dealer prices, without retail mark-up's,
mark-down's or commission. Such quotes are not necessarily representative of
actual transactions, or of the value of the Company's securities, and are in all
likelihood not based upon any recognized criteria of securities valuation as
used in the investment banking community.

         There are no meaningful trading transactions currently for the
Company's stock, nor have there ever been any such transactions. The Company
believes that the absence of such transactions is due in substantial part to its
shares of Common Stock being held by few individuals. There is no assurance that
an active trading market will develop which will provide liquidity for the
Company's existing shareholders.

         Neither the Company's certificate of incorporation, its by-laws, nor
any agreement to which it is currently a party restricts the payment of
dividends. The Company has not paid any dividends on its Common Stock.

         As of March 30, 2001, there were 27 holders of record of the Company's
Common Stock. Certain of the shares of Common Stock are held in "street" name
and may, therefore, be held by several beneficial owners.

                                       10
<PAGE>

Item 6.           Selected Financial Data

         The following data illustrates the results of operations for the five
years ended December 31, 1996, 1997, 1998 1999 and 2000 respectively. The data
has been derived from and should be read in conjunction with, the Company's
Financial Statements and related notes included elsewhere in this Report. All
data has been derived from the Company's audited financial statements.

<TABLE>
<CAPTION>
                            Year Ended      Year Ended      Year Ended      Year Ended      Year Ended
                             December        December        December        December        December
   (000's omitted)           31, 1996        31, 1997        31, 1998        31, 1999        31, 2000
----------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>             <C>             <C>              <C>
Freight income              $ 22,173        $ 26,333        $ 28,094        $ 26,873         $ 22,546
Freight expense               20,184          23,947          25,480          24,443           20,504
                            --------        --------        --------        --------         --------

Gross profit                   1,989           2,386           2,614           2,430            2,042
Selling, general and
administrative expenses        1,486           1,673           2,299           2,348            2,272
Depreciation and
  Amortization                    62              69              73              82               87
                            --------        --------        --------        --------         --------
Income (loss) from
  Operations                     441             644             242               0             (317)
                            --------        --------        --------        --------         --------

Other income (expenses)           10              21              60              43               47
                            --------        --------        --------        --------         --------
Income (loss) before
  taxes                          451             665             302              43             (270)
                            --------        --------        --------        --------         --------
Income tax expense
(benefit)                        180             200             125              22              (93)
                            --------        --------        --------        --------         --------

Net income (loss)           $    271        $    465        $    177        $     21         $   (177)
                            ========        ========        ========        ========         ========
Net income (loss)           $    .06        $    .10        $    .04        $    .00         $   (.04)
per share                   ========        ========        ========        ========         ========

Financial Position
------------------
Working capital             $  1,405        $  1,899        $  2,059        $  2,127         $  1,923

Total assets                $  3,759        $  4,657        $  5,128        $  4,580         $  4,800

Stockholders' Equity        $  1,698        $  2,163        $  2,340        $  2,361         $  2,184
</TABLE>


                                       11
<PAGE>

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

         The following discussion and analysis should be read in conjunction
with the Financial Statements appearing elsewhere in this Report. The
information which follows includes results for the years ended December 31,
2000, 1999 and 1998.

Forward-Looking Statements
--------------------------

         Except for the historical statements and discussions contained herein,
statements contained in this report constitute "forward-looking statements" as
defined in the Securities Act of 1933 and the Securities Exchange Act of 1934,
as amended. These forward-looking statements rely on a number of assumptions
concerning future events, and are subject to a number of risks and uncertainties
and other factors, many of which are outside the control of the Company, that
could cause actual results to differ materially from such statements.

         Readers are cautioned not to put undue reliance on such forward-looking
statements, each of which speaks only as of the date hereof. Factors and
uncertainties that could affect the outcome of such forward-looking statements
include, among others, market and industry conditions, increased competition,
changes in governmental regulations, general economic conditions, pricing
pressures, and the Company's ability to continue its growth and expand
successfully into new markets and services. The Company disclaims any intention
or obligation to update publicly or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

Liquidity and Capital Resources
-------------------------------

         The Company's working capital decreased from $2,126,665 at December 31,
1999 to $1,923,239 at December 31, 2000, a decrease of 9.6%.

         The cash position of the Company at December 31, 2000 was $680,627
compared to $746,353 at December 31, 1999. Most of the Company's customers
require supporting documentation before they will remit payment for an invoice.
The Company continues to experience difficulty with collecting this paperwork
from its carrier vendors. Throughout 1999 and 2000, the Company has emphasized
and refined the procedure enabling the Company to provide an invoice to the
customer in a more timely manner.

         The accounts receivable balance at December 31, 2000 was $3,637,801, an
increase of $147,290, or 4.2% from December 31, 1999. The accounts payable
balance at December 31, 2000 was $2,615,906, an increase of $396,781 or 17.9%,
from the prior year. The Company intends to pursue collection efforts on the
accounts written off with outside agencies. The increase in the accounts payable
balance is primarily due to the growth of the highway brokerage division.

         The Company had a net increase in cash from operations of $49,826 and
$296,651 for the years ended December 31, 2000 and 1999, respectively. For the
year ended December 31, 1998, the Company had a net decrease in cash from
operations of $710,376. The net increase in cash from operations for the year
ended December 31, 2000 was primarily due to the increase in accounts
receivables slightly offset by the increase in the accounts payable balances.
The net increase in cash from operations for the year ended December 31, 1999,
was primarily due to the

                                       12
<PAGE>

reduction in the accounts receivable balance offset by the reduction in the
accounts payable balance. The net reduction in cash from operations for the year
ended December 31, 1998, was primarily due to the significant increase in the
accounts receivable balance from the prior year, as well as the start-up costs
associated with the opening of sales offices.

         The Company continues to purchase fixed assets as it deems necessary.
For the years ended December 31, 2000, 1999 and 1998, the Company purchased
fixed assets in the amounts of $115,552, $65,423 and $60,428 respectively, the
majority of which was computer software and equipment.

         Stockholders' equity was $2,184,115 at December 31, 2000 compared to
$2,360,910 at December 31, 1999. Earnings (Loss) per share for the year ended
December 31, 2000, was $(.04) compared to $.00 and $.04 for the years ended
December 31, 1999 and 1998, respectively.

         In compliance with provisions in the Company's contracts with certain
railroads, the Company has obtained an unsecured surety bond in the amount of
$150,000. In addition the Federal Highway Administration requires the Company to
maintain a surety bond in the amount of $10,000, which is secured by a
certificate of deposit. In March 1999, the Company obtained an unsecured surety
bond in the amount of $500,000 as a requirement of one of its major customers.

         The revolving line of credit with Republic Bank, St. Petersburg,
Florida, in the amount of $2,000,000 expired and was not renewed. On December
20, 2000, the Company obtained a line of credit agreement with a commercial bank
for $500,000, which expires on April 1, 2001. Interest is at the monthly Libor
index rate plus 300 basis points or the bank's base rate. Any outstanding
principal balance plus unpaid interest is due on demand. The line is secured by
the Company's accounts receivable and fixed assets. As of December 31, 2000 no
amounts are outstanding on this credit line. As of the date of this Report, this
line of credit has expired and negotiations for renewal are in process.

         At December 31, 2000, 1999 and 1998, the Company did not have any
capital lease obligations, nor did it have any long-term debt.

Results of Operations
---------------------

         Revenues for the year ended December 31, 2000 were $22,545,855 compared
to $26,872,967 and $28,094,511 for the years ended December 31, 1999 and 1998,
respectively. In June 1999, the Company lost a substantial portion of business
from one of its major customers in a tender process. As a result, revenues
generated by this customer decreased by $3,504,553 for the year ended December
31, 1999 compared to the prior year. Although the Company obtained new clients
during 2000 and 1999 and increased the volume from its existing customers, it
was not sufficient to replace the business that was lost. This is the primary
reason for the 16.1% and 4.3% reduction in revenues for the years ended December
31, 2000 and December 31, 1999, respectively, compared to the prior year. The
Company also closed the Minneapolis, Minnesota and San Francisco, California
offices during November 1999, which impacted revenues. The Company retained the
majority of the business from the Minneapolis office; however, most of the
business generated by the San Francisco office was lost to competition. The
Company is targeting new customers through its marketing efforts to replace the
lost revenues. The Company is also continuing to expand its highway brokerage
division, and revenues from this division represented 26.3% of revenue for 2000,
29.1% of revenues for 1999 and 18.3% of revenue for 1998. Freight income
includes rebate income, late charge income and accounts receivable credit
balances in excess of six months. These items totaled $89,484, $192,463 and
$327,398 for the years ended December 31, 2000, 1999, and 1998.

                                       13
<PAGE>

         The gross profit margin was 9.1%, 9.0% and 8.9% for the years ended
December 31, 2000, 1999, and 1998, respectively. Gross profit margins were
impacted by two significant items in 2000. They included write-offs of bad debts
which totaled approximately $413,000 an increase of approximately $275,000
compared to 1999, which decreased gross profits, and a change in accounting
estimate of approximately $180,000, which increased gross profits. The net
affect of these two significant items to the 2000 gross margin was a decrease of
0.5%. The industry is extremely competitive; however, through better pricing and
expense management, the Company continues to maintain its margin percentage.
Through the expansion of the Company's highway brokerage division, the gross
profit margin should improve further, as these moves generally offer higher
profit margins.

         The Company's selling, general and administrative expenses ("SG&A")
were $2,272,555 or 10.1% of revenue for the year ended December 31, 2000 and
$2,347,904, or 8.7% of revenue for the year ended December 31, 1999, and
$2,299,108, or 8.2% of revenue for the year ended December 31, 1998. The
Company's SG&A as a percentage of revenue for the years ended December 31, 2000
and December 31, 1999, increased due to the decrease in revenue that the Company
experienced during 2000 and 1999. Although the revenue reduction from one of the
Company's major customers was substantial, the corresponding reduction in
overhead was slight. The Company merged its two Chicago, Illinois offices in
February, 1999, closed two offices in November, 1999, and relocated the
Corporate Headquarters to Atlanta, Georgia in March, 2000. These property
changes allowed the Company to improve productivity resulting in the lower
selling, general, and administrative expenses in 2000 compared to 1999 and 1998.

         The pre-tax income (loss) of the Company was $(269,595), or 12% of
revenue for the year ended December 31, 2000, $43,294, or 0.2% of revenue for
the year ended December 31, 1999, and $301,669, or 1.1% of revenue, for the year
ended December 31, 1998. The pre-tax income for the Company for the years ended
December 31, 2000 and December 31, 1999 decreased due to the 16.1% and 4.3%
reduction in revenue without a corresponding significant reduction in SG&A
expense percentage .

         Income tax expense (benefit) for the years ended December 31, 2000,
1999 and 1998 was $(92,800), $22,000 and $125,000, respectively.

         Net income (loss) for the years ended December 31, 2000, 1999 and 1998,
was $(176,795), $21,294 and $176,669, respectively. Although the Company
maintained its gross profit margin percentage, the revenue shortfall and the
increased SG&A as of percentage of revenue negatively affected the profitability
of the Company. The Company will concentrate on generating new business and
using existing resources to service this business.

         The Company will continue to market its services and strive to open
sales offices and obtain sales representation in the major geographic areas of
North America.

Outlook
-------

         The downturn in the economy is having an effect on all businesses and
transportation providers are no exception. Many U.S. manufacturers are shipping
less and are examining all pricing for various modes of transportation. The rail
service provided by the Company can be an efficient alternative to the shipping
public and our highway brokerage operation, which uses major carriers that are
in a back haul situation, could benefit as well.

         The fuel surcharges applied to the Company by its vendors is being
passed on to the Company's customers. It is the Company's expectation that fuel
prices will remain at or higher than current levels for all of 2001.

                                       14
<PAGE>

Year 2000
---------

       The Company's transition into the Year 2000 was seamless to the customer.
The Company had systems in place that were Year 2000 compliant enabling the
Company to provide the same quality service to its customers in the Year 2000 as
it did in 1999. The Company's carrier vendors were also able to meet
expectations.

Item 8.   Financial Statements and Supplementary Data

       See accompanying Table of Contents to Financial Statements on F-1.

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

       There were no changes in or Disagreements with Accountants on Accounting
and Financial Disclosure to be reported for the year ended December 31, 2000.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant; Compliance with
          Section 16 (a) of the Exchange Act.

       The Directors and Executive Officers of the Company are as follows:

       Name                               Age               Position
       ----                               ---               --------

       Richard E. Gaetz                   43                Officer, Director

       Geoff Duncan                       52                Officer

       Albert Gnat                        62                Director

       Richard D. McGraw                  57                Director

       Kevin A. Glass                     43                Director


       Richard E. Gaetz has been the President of Vitran Distribution System and
Chief Operating Officer of Vitran since August 1989. From October 1987 to August
1989, he was Vice President, Clarke Transport Canada. Effective October 11,
1996, Mr.Gaetz began serving as the Company's President and Chief Executive
Officer. He continues in his role as Chief Executive Officer as of the date of
this Report.

       Geoff Duncan was appointed President on April 1, 1998. From November 1996
through this date, he was Executive Vice President of the Company. From May 1996
through November 1996, he was Vice President of Sales and Marketing. Prior to
joining the Company, he was Vice President of Sales and Marketing at APL.

       Albert Gnat has been Vice-Chairman of the Board and a director of Vitran
since 1983. He is a partner in the law firm of Lang Michener, Toronto, Ontario,
Canada.

                                       15
<PAGE>

         Richard D. McGraw has been the President, Chief Executive Officer and a
director of Vitran since 1983.

         Kevin A. Glass has been the Vice President of Finance and Chief
Financial Officer of Vitran since October 1998. Prior to this he was the Chief
Financial Officer of Livingston Group Inc.

         Messrs. Gaetz, Gnat and McGraw were elected directors of the Company on
December 1, 1993. Kevin Glass was appointed a director on November 16, 1998.
Vitran may be deemed a "parent" of the Company under Securities Act Rule 405.
See Item 13 of this Report.

         Directors are elected to serve for one (1) year or until the next
annual meeting of shareholders and until their successors have been elected and
have qualified. Executive officers are elected to serve at the discretion of the
directors for one (1) year or until the first meeting of the Board of Directors
following the next annual meeting of shareholders and until their successors
have been elected and have qualified.

         No compensation is paid to any director, as such, for his or her
services, but by resolution of the Board of Directors, a fixed sum or expense
for actual attendance at each regular or special meeting by the Board may be
authorized.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

         The Company does not have a class of equity security that is registered
pursuant to Section 12 of the Securities Exchange Act of 1934. Accordingly, no
compliance with Section 16(a) of the Exchange Act is required of any officer,
director, or principal shareholder.


Item 11.      Executive Compensation

         The following table sets forth, for the fiscal years ended December 31,
1998, 1999 and 2000, all compensation of the Company's President. No other
executive officer or director of the Company received total annual salary and
bonus exceeding $100,000 in any of such fiscal years. The information provided
should be read in conjunction with the Company's Financial Statements and
related notes thereto.

                                    SUMMARY COMPENSATION TABLE
                                    --------------------------

 Name and                 Fiscal                             All Other
 Principal Position        Year     Salary         Bonus    Compensation
 ------------------       ------    ------        ------    ------------
Geoff Duncan, President    2000     $128,045     $ - 0 -    $  9,240(1)
                           1999     $128,045     $9,850     $  8,880(1)
                           1998     $123,120     $11,400    $  8,640(1)

   ---------------------------------------------------------------------
     (1) Automobile allowance of $770, $740 and $720 per month for 2000,1999
     and 1998, respectively.

                                       16
<PAGE>

                                  OPTION GRANTS
                                  -------------

         The purpose of the following table is to report grants of stock options
to the named officers during the years ended December 31, 1998, 1999 and 2000.

<TABLE>
<CAPTION>
                                                                                                 Potential Realizable
                                                                                                 Value at Assumed
                                                                                                 Annual Rates of Stock
                                                                                                 Price Appreciation for
Individual Grants                                                                                     Option Term
-----------------------------------------------------------------------------------------------------------------------
                                           % of Total
                                        Options Granted
Fiscal                      Options     to Employees in       Exercise          Expiration
 Year       Name            Granted        Fiscal Year        Price             Date             5% ($)       10% ($)
 ----       ----            -------        -----------        -----             ----             --------     -------
<S>     <C>                 <C>         <C>                   <C>               <C>              <C>          <C>
1999    Geoff Duncan         5,000        100.00%             $1.00             1/01/05-09 (1)   $    18      $  1,761
1998    Geoff Duncan        10,000         32.26%             $1.00(2)          1/01/04-08 (1)   $ 1,107      $  6,223
</TABLE>

--------------------------
(1) Mr. Duncan's options vest over a five-year period (20% per year) and expire
five years from the date that the options are vested. At December 31, 2000, Mr.
Duncan had 65,000 vested options.
(2) On May 14, 1998, the Board of Directors approved an option repricing program
to which essentially all current employee stock options with an exercise price
of $1.25 were reduced to $1.00.

----------------------------
         During May 1996, the Company adopted a Stock Option Plan (the "Plan")
whereby employees of the Company may be granted incentive or non-qualified
options to purchase shares of the Company's common stock. The Board of Directors
has direct responsibility for the administration of the Plan. The exercise price
of the incentive options to employees must be equal to at least 100% of the fair
market value of the common stock at the date of grant. The exercise price of
incentive options to officers or affiliated persons must be at least 110% of the
fair market value as of the date of the grant. The fair market value of options
granted was determined using the exercise price of the Vitran stock purchase
warrant ($.650631 per share; the warrant expired July 31, 1997) as well as other
criteria that the Board deemed relevant. This value may not relate to the
trading value on the NASD Bulletin Board as there is not an active market for
the Company's stock and trades are sporadic. Upon termination of employment, all
options held by the grantee shall immediately terminate. The Board may waive any
conditions or rights under, or amend, alter, suspend, discontinue, or terminate,
any Option theretofore granted and any Stock Option Agreements relating thereto;
provided, however, that without the consent of an affected grantee, no such
action may materially impair the rights of such grantee under such option.

Michael Jackson, former president of the Company, held 80,000 options with an
exercise termination date of August 22, 1999. On that date, the options did
terminate without being exercised.

                                       17
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth information with respect to (i) any
person or "group" known to the Company to be the beneficial owner, as of March
31, 2001, of more than five percent of the Common Stock, and (ii) all Directors
and executive officers of the Company, individually and as a group. Amounts set
forth for shareholders, who are not members of management, are based on
shareholder records. The owner may hold additional shares in street name, which
are not shown below. Each beneficial owner has advised the Company that he, she
or it has sole voting and investment power as to the shares of the Common Stock.

<TABLE>
<CAPTION>
                                                    Amount and           Percentage of
                                                    Nature of            Class
                                                    beneficial           (1)
Name of Beneficial Owner                            ownership
-------------------------------------------------------------------------------------------
<S>                                                <C>                   <C>
Michael J. Jackson                                    600,000            12.43%
Clearwater, FL 34615

Vitran Corporation Inc.                             3,918,030            81.19%
70 University Avenue Suite 350
Toronto, Canada M5J2M4

Richard E. Gaetz                                      None               -----
70 University Avenue, Suite 350
Toronto, Canada M5J2M4 (2)

Geoff Duncan
9870 Highway 92, Suite 110                            10,000               .21%
Woodstock, Georgia 30188 (2)

Albert Gnat                                           None               -----
70 University Avenue, Suite 350
Toronto, Canada M5J2M4 (2)

Richard M. McGraw                                     None               -----
70 University Avenue, Suite 350
Toronto, Canada M5J2M4 (2)
                                                      None               -----
Kevin A. Glass
70 University Avenue, Suite 350
Toronto, Canada M5J2M4 (2)

All Directors and Executive Officers as a Group       10,000               .21%
(5 persons) (2)
</TABLE>

--------------------
(1) The percentages in this column are computed on the basis of 4,825,630 shares
of Common Stock outstanding, as of the date of this Report.
(2) Four persons who are officers or directors of Vitran are directors of the
Company. See Item 10 of this Report.

                                       18
<PAGE>

Item 13.      Certain Relationships and Related Transactions

         For information as to changes in control of the Company see Item 1 of
this Report.

         Vitran is a North American multi-divisional operating company
headquartered in Toronto, Ontario, Canada. Vitran provides services to the
freight and environmental industries and has over 3000 employees and associates
at over one hundred service centers and offices across Canada and the United
States. Vitran's Distribution Services Group, of which the Company is a part,
provides a complete range of services for the movement of freight throughout the
continent, utilizing both highway and rail modes. Services include less than
truckload, full load, intermodal, dedicated contract carriage, warehousing and
inventory management. The members of the Vitran Distribution Services Group are
Transwestern Express, a less than truckload ("LTL") company concentrating on
central and western markets of Canada, as well as the Northwest United States; G
& W Freightways, which has five facilities in Quebec and Ontario, Canada, and
specializes in next-day delivery in all of its service corridors; CAN-AM LTL,
which offers cross-border LTL service between the United States and Canada and
has facilities in Toronto and Chicago; CAN-AM Logistics, which provides logistic
services to its customers; Frontier, which performs truckload services; Vitran
Express, which performs LTL services, and the Company.

         Vitran solicits business between the United States and Canada as an
agent for the Company through a Vitran sales office in Toronto. Vitran and the
Company have an agreement that all intermodal trans-border rail shipments shall
be written by the Company, with Vitran's receiving an agency commission from the
Company for such business. Trans-border over-the-road shipments may be made by
the Company or other Vitran subsidiaries, including the Overland Group,
depending on the type of service required by the shipper of such freight. The
Company does not believe that, given the different businesses of the Company and
the other Vitran subsidiaries, the Company will compete for any freight business
with another Vitran subsidiary, nor does the Company anticipate that the Company
and any other Vitran subsidiary will bid the same trans-border over-the-road
business. However, in the event that any such unanticipated conflict does occur,
the Company and Vitran intend to resolve any such conflict on a case-by-case
basis, with resolution depending solely on which entity can best serve the needs
of potential customers. For information concerning the Company's relationship
with Vitran and the other members of Vitran's Distribution Services Group, see
Item 1 of this Report.

         For information with respect to the relationship between the Company's
directors and Vitran, see Item 10 of this Report.

                                       19
<PAGE>

                                     PART IV

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


a) Exhibits and Financial Statement Schedules
   ------------------------------------------

Number   Description
------   -----------

2.1      Agreement and Plan of Merger dated December 1, 1991 (2)

3.1      Certificate of Incorporation (1)

3.2      By-Laws (1)

3.2.1    Amended and Restated By-Laws (1)

3.3      Articles of Merger - Florida (1)

3.4      Certificate of Merger - Delaware (1)

4.1      Specimen Certificate of Common Stock (1)

4.2      Specimen Certificate of Class A Warrant (1)

4.2(a)   Specimen Certificate of Class B Warrant (1)

4.3      Form of Four Year Common Stock Purchase Warrant (1)

4.4      (Intentionally left blank)

4.5      Form of Warrant Agency Agreement (1)

4.5(a)   Amendment dated June 1, 1994, to Warrant Agency Agreement (1)

4.5(b)   Amendment dated September 1, 1994, to Warrant Agency Agreement (1)

4.5(c)   Amendment dated December 7, 1995, to Warrant Agency Agreement (1)

4.6      Warrant for the purchase of Common Stock issued to Vitran Corporation
         Inc. and dated July 14, 1993 (3)

10.1     Subscription Agreement between Vitran Corporation Inc. and The Freight
         Connection, Inc., dated July 14, 1993 (3)

10.2     Employment Agreement between The Freight Connection, Inc., and Michael
         J. Jackson dated July 14, 1993 (1)

10.3     Form of Lockup Agreement (1)

                                       20
<PAGE>

10.4     Agreement with Robert and Patricia Johnston dated June 14, 1993 (1)

10.5     Shareholders' Agreement between Vitran Corporation Inc. and Michael J.
         Jackson (1)

10.6     Extended Lease Agreement dated February 4, 1997. (4)

10.7     Loan Agreement between Republic Bank, St. Petersburg, Florida, and The
         Freight Connection, Inc., dated August 19, 1995, as amended to date
         (1), (6)

          (1) Incorporated by reference to post-effective amendments to the
          Company's Registration Statement on Form SB-2.
          (2) Incorporated by reference to Report on Form 8-K filed January 27,
          1992.
          (3) Incorporated by reference to Report on Form 8-K filed July 21,
          1993.
          (4) Incorporated by reference to Report on Form 10-K filed March 26,
          1997.
          (5) Incorporated by reference to Report on Form 8-K filed December 1,
          1997.
          (6) Fourth Addendum to the Loan Agreement, dated September 1, 1999
          included herewith.

b) Reports on Form 8-K
   -------------------

During the year ended December 31, 2000, no reports were filed on Form 8-K.

                                       21
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                      INDEX TO AUDITED FINANCIAL STATEMENTS



THE FREIGHT CONNECTION, INC.                                         PAGE
                                                                     ----

Report of Independent Auditors - Margolies, Fink, and Wichrowski     F-2

Balance Sheets - December 31, 2000, and December 31, 1999            F-3

Statements of Income -                                               F-4
         Years ended December 31, 2000, 1999, and 1998

Statements of Stockholders' Equity                                   F-5

Statements of Cash Flows -                                           F-6
         Years ended December 31, 2000, 1999, and 1998

Notes to Financial Statements                                        F-7 - F-14

                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



To the Shareholders and
  Board of Directors
The Freight Connection, Inc.

We have audited the accompanying balance sheets of The Freight Connection, Inc.
as of December 31, 2000 and 1999, and the related statements of income,
stockholders' equity and cash flows for the years ended December 31, 2000, 1999
and 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 statements presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position of The Freight Connection, Inc. as
of December 31, 2000 and 1999, and the results of its operations and its cash
flows for the years ended December 31, 2000, 1999 and 1998 in conformity with
generally accepted accounting principles.






January 12, 2001
Pompano Beach, FL                            /S/ Margolies, Fink and Wichrowski

                                      F-2
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
ASSETS
                                                                                       2000              1999
                                                                                       ----              ----
Current assets:
<S>                                                                              <C>               <C>
  Cash and cash equivalents (Note 1)                                              $     680,627     $     746,353
  Accounts receivable - trade, net of allowance
   for doubtful accounts of $199,510 and $160,088,
    respectively (Note 9, 11)                                                         3,637,801         3,490,511
  Accounts receivable - affiliates                                                        3,134            38,933
  Accounts receivable - income taxes                                                     93,158            20,258
  Deferred tax asset (Note 7)                                                            60,856            40,956
  Prepaid expenses and other receivables                                                 63,569             8,779
                                                                                  -------------     -------------

          Total current assets                                                        4,539,145         4,345,790

  Property and equipment (net of accumulated
   Depreciation) (Notes 1 and 3)                                                        204,999           176,217

  Deposits and other assets                                                              55,877            58,028
                                                                                  -------------     -------------

                                                                                  $   4,800,021     $   4,580,035
                                                                                  =============     =============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses (Note 2, 4)                               $   2,615,906     $   2,219,125
                                                                                  -------------     -------------

          Total current liabilities                                                   2,615,906         2,219,125
                                                                                  -------------     -------------

Stockholders' equity
  Common stock, $.001 par value;
    Authorized 20,000,000 shares; 4,825,630,
    shares issued and outstanding                                                         4,826             4,826
  Additional paid-in capital                                                            918,982           918,982
  Retained earnings                                                                   1,260,307         1,437,102
                                                                                  -------------     -------------

          Total stockholders' equity                                                  2,184,115         2,360,910
                                                                                  -------------     -------------

                                                                                  $   4,800,021     $   4,580,035
                                                                                  =============     =============
</TABLE>



                          The accompanying notes are an
                   integral part of these financial statements

                                      F-3
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                              STATEMENTS OF INCOME
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                   2000              1999             1998
                                                                   ----              ----             ----
<S>                                                            <C>               <C>              <C>
Freight income (Note 6)                                         $ 22,545,855      $ 26,872,967     $ 28,094,511

Freight expense (Note 2)                                          20,503,901        24,442,949       25,480,324
                                                                ------------      ------------     ------------

Gross profit                                                       2,041,954         2,430,018        2,614,187

Selling, general and administrative expenses                       2,272,555         2,347,904        2,299,108
Depreciation and amortization                                         86,770            82,398           73,144
                                                                ------------      ------------     ------------

Income  (loss) from operations                                      (317,371)             (284)         241,935
                                                                ------------      ------------     ------------

Other income (expenses):
  Interest and dividend income                                        47,776            43,578           59,734
  Interest expense                                                        --                --               --
                                                                ------------      ------------     ------------

  Total other income (expenses)                                       47,776            43,578           59,734
                                                                ------------      ------------     ------------

Income (loss) before income taxes (benefit)                         (269,595)           43,294          301,669

Income tax expense (benefit) (Notes 1 & 7)                           (92,800)           22,000          125,000
                                                                ------------      ------------     ------------

Net income (loss)                                               $   (176,795)     $     21,294     $    176,669
                                                                ============      ============     ============

Net income (loss) per common share:
   Basic
     Net income (loss) per common share                         $       (.04)     $        .00     $        .04
                                                                ============      ============     ============

      Weighted average number of common shares                     4,825,630         4,825,630        4,825,630
                                                                ============      ============     ============
Net income per common share:
   Diluted:
     Net income (loss) per common share                         $       (.04)     $        .00     $        .04
                                                                ============      ============     ============

      Weighted average number of common shares                     4,825,630         4,825,630        4,825,630
                                                                ============      ============     ============
</TABLE>



                          The accompanying notes are an
                   integral part of these financial statements

                                      F-4
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                Common  Stock             Additional
                                          Number of          Par           Paid-in         Retained
                                            Shares          Value          Capital         Earnings         Total
                                          ---------         -----         ---------        --------         -----
<S>                                    <C>              <C>             <C>             <C>             <C>
Balance, December 31, 1997                 4,825,630     $     4,826     $   918,982     $ 1,239,139     $ 2,162,947

Net income year ended,
    December 31, 1998                             --              --              --         176,669         176,669
                                         -----------     -----------     -----------     -----------     -----------

Balance, December 31, 1998                 4,825,630           4,826         918,982       1,415,808     $ 2,339,616

Net income year ended,
    December 31, 1999                             --              --              --          21,294          21,294
                                         -----------     -----------     -----------     -----------     -----------


Balance, December 31, 1999                 4,825,630           4,826         918,982       1,437,102     $ 2,360,910

Net loss year ended,
    December 31, 2000                             --              --              --        (176,795)       (176,795)
                                         -----------     -----------     -----------     -----------     -----------

Balance, December 31, 2000                 4,825,630     $     4,826     $   918,982     $ 1,260,307     $ 2,184,115
                                         ===========     ===========     ===========     ===========     ===========
</TABLE>



                          The accompanying notes are an
                   integral part of these financial statements

                                      F-5
<PAGE>

                         THE FREIGHT CONNECTION, INC.
                           STATEMENTS OF CASH FLOWS
                 YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                      2000           1999            1998
                                                      ----           ----            ----
<S>                                              <C>            <C>            <C>
Cash flows from operating activities:
  Net income (loss)                               $   (176,795)  $     21,294   $     176,669
                                                  ------------   ------------   -------------

Adjustments to reconcile net income to
  Net cash provided by (used in)
  operating activities:
  Depreciation and amortization                         86,770         82,398          73,144
  Deferred tax asset (net)                             (19,900)       (20,500)         37,800
  Loss on disposal of fixed assets                          --             --           1,540
Changes in assets and liabilities:
  Accounts receivable                                 (147,290)       758,207      (1,222,780)
  Accounts receivable - affiliates                      35,799        (38,933)             --
  Accounts receivable - income taxes                   (72,900)        29,747         (50,005)
  Prepaid expenses and other receivables               (54,790)         4,480          10,297
  Deposits and other assets                              2,151         29,055         (30,900)
  Accounts payable and accrued expenses                396,781       (569,097)        362,705
  Income taxes payable                                      --             --         (68,846)
                                                  ------------   ------------   -------------

Total adjustments                                      226,621        275,357        (887,045)
                                                  ------------   ------------   -------------

Net cash provided by (used in) operations               49,826        296,651        (710,376)
                                                  ------------   ------------   -------------

Net cash used in investing activities:
  Purchase of fixed assets (net)                      (115,552)       (65,423)        (60,428)
                                                  ------------   ------------   -------------

Net increase (decrease) in cash and
   cash equivalents                                    (65,726)       231,228        (770,804)

Cash and cash equivalents, beginning of period         746,353        515,125       1,285,929
                                                  ------------   ------------   -------------

Cash and cash equivalents, end of period          $    680,627   $    746,353   $     515,125
                                                  ============   ============   =============

Supplemental disclosure:
Cash paid for interest                            $         --   $         --   $          --
                                                  ============   ============   =============

Cash paid for income taxes                        $         --   $      9,147   $     206,051
                                                  ============   ============   =============
</TABLE>


                          The accompanying notes are an
                   integral part of these financial statements

                                      F-6
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                         NOTES TO FINANCIAL STATEMENTS


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Business and basis of presentation
The Company operates as a transportation freight broker and coordinates both
truck and rail shipments from point of origin to delivery at destination for its
clients' freight shipments. The Company is responsible for paying carriers for
hauling the freight and extends credit to its clients for the shipment. The
Company's primary office facilities are located in Atlanta, Georgia with
additional sales offices located in, Los Angeles California, Niles Illinois, and
Lincoln Nebraska.


Cash equivalents
Cash equivalents are short-term, highly liquid investments readily convertible
to known amounts of cash and so near their maturity that they present
insignificant risk of changes in value because of changes in interest rates.


Property and equipment
Property and equipment are carried at cost. The Company provides depreciation
for financial purposes over the estimated useful lives of fixed assets using the
straight-line method. Upon retirement or sale of fixed assets, their net book
value is removed from the accounts and the difference between such net book
value and proceeds received is recorded in income. Expenditures for maintenance
repairs are charged to expense; renewals and improvements are capitalized.


Revenue recognition
The Company recognizes freight income, freight charges and expenses when the
shipment leaves its point of origin. Quick-pay rebates are recognized in the
month earned, and volume rebates are recorded annually per contract agreements.
Accounts receivable credit balances are taken into income after six months
months.


Fair value of financial instruments
The fair value of the Company's financial instruments such as accounts
receivable and accounts payable, approximate their carrying value.


Accounting estimates
The Management of the Company occasionally uses accounting estimates in
determining certain revenues and expenses. Estimates are based on subjective as
well as objective factors and, as a result, judgment is required to estimate
certain amounts at the date of the financial statements.

                                      F-7
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


Income taxes
The Company has adopted Statement of Financial Accounting Standard No. 109
"Accounting for Income Taxes" which requires an asset and liability approach to
financial accounting for income taxes. Deferred income tax assets and
liabilities are computed annually for the difference between the financial
statement and tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future, based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is the tax
payable or refundable for the period, plus or minus the change during the period
in deferred tax assets and liabilities. On May 29, 1998 the Company entered into
a tax allocation agreement with its parent company Vitran Corporation, and has
elected to file its future federal income tax returns on a consolidated basis.


Net income per share
In 1998, the Company adopted SFAS No. 128, ("Earnings Per Share") which requires
the reporting of both basic and diluted earnings per share. Basic net income per
share is determined by dividing net income available to common shareholders by
the weighted average number of common shares outstanding for the period. Diluted
income per share reflects the potential dilution that could occur if options or
other contracts to issue common stock were exercised or converted into common
stock, as long as the effect of their inclusion is not anti dilutive. For the
years ended December 31, 2000, 1999, and 1998 outstanding options have not been
reflected in the computation of diluted earnings per share because the market
price of common stock outstanding has not been in excess of the option price.


2.       CHANGE IN ACCOUNTING ESTIMATE

During the year ended December 31, 2000 the Company changed its method of
estimating their liability for freight costs on invoices that have not been
received from vendors as of the balance sheet date. The Company's policy prior
to the change was to retain in accounts payable an estimate of these freight
costs for a period of one year from the transaction date. The Company has
changed this policy to six months. This change resulted in a decrease in freight
costs of $180,130, and has been reflected as a reduction in freight expense for
the year ended December 31, 2000.

                                      F-8
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


3.       PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2000 and 1999 consist of the following:

                                            2000               1999
                                            ----               ----
Computer software                       $     111,097     $      76,413
Leasehold improvements                          2,650             2,650
Office furniture and equipment                441,298           360,430
                                        -------------     -------------

                                              555,045           439,493
Less accumulated depreciation                 350,046           263,276
                                        -------------     -------------

                                        $     204,999     $     176,217
                                        =============     =============

Depreciation and amortization expense for the years ended December 31, 2000,
1999 and 1998, were $86,770, $ 82,398, and $73,144, respectively.



4.       ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses at December 31, 2000 and 1999 consist of
the following:

                                            2000               1999
                                            ----               ----
Accounts payable - trade                $   2,524,025     $   2,042,728
Accounts receivable credit balances            21,174           107,487
Accrued expenses                               70,707            68,910
                                        -------------     -------------
                                        $   2,615,906     $   2,219,125
                                        =============     =============


5.       LEASES

The Company leases various office facilities under non-cancelable operating
leases which expire between years 2001 and 2005. The Company also leases office
equipment under non-cancelable operating leases which expire over the next five
years. Rent expense incurred under these leases was $131,442, $155,283, and
$130,881, for the years ended December 31, 2000, 1999 and 1998 respectively.

Future minimum lease payments for operating leases with initial terms in excess
of one year as of December 31, 2000 are as follows; 2001 - $113,860, 2002 -
$106,536, 2003 - $104,901, 2004 - $99,180, and, 2005 - $3,700.

                                      F-9
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


6.       FREIGHT INCOME

Freight income includes rebate income, late charge income, and accounts
receivable credit balances in excess of six months. These items totaled $89,484,
$192,463, and $327,398, for the years ended, December 31, 2000, 1999, and 1998,
respectively.



7.       INCOME TAXES


The provision (benefit) for income taxes consisted of the following:

                                      December 31,
                                      ------------
                        2000              1999             1998
                        ----              ----             ----
Current:
    Federal         $     (60,000)    $     33,000      $     70,800
    State                 (12,900)           9,500            16,400
Deferred:
    Federal               (16,400)         (16,700)           32,300
    State                  (3,500)          (3,800)            5,500
                    -------------     ------------      ------------

                    $     (92,800)  $       22,000      $    125,000
                    =============   ==============      ============


Reconciliation of the Company's provision for income taxes to the federal
statutory rate is as follows:

<TABLE>
<CAPTION>
                                                  Year ended                  Year Ended                Year Ended
                                              December 31, 2000            December 31, 1999         December 31, 1998
                                           ------------------------     ----------------------     ---------------------
<S>                                       <C>             <C>          <C>          <C>           <C>          <C>
Statutory rate applied to income
   before income taxes                     $    (91,600)    (34.0)%     $   14,750       34.0%     $   102,600     34.0%
State income tax net of federal benefit         (12,800)     (4.4)%          3,000        6.9%          22,000      7.3%
Other                                            11,600        4.0%          4,250        9.8%             400      0.1%
                                           ------------   ---------     ----------   ---------     -----------   -------

                                           $    (92,800)    (34.4)%     $   22,000       50.7%     $   125,000     41.4%
                                           ============   =========     ==========   =========     ===========   =======
</TABLE>

                                      F-10
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


7.       INCOME TAXES (continued)

The components of deferred tax assets and liabilities were as follows:

                                                 December 31,
                                                 ------------
                                            2000              1999
                                            ----              ----
Deferred tax assets:
  Accounts receivable reserve           $     76,900     $     63,975
Deferred tax liability:
  Depreciation                               (16,044)         (23,019)
                                        ------------     ------------

                                              60,856           40,956
Valuation allowance                               --               --
                                        ------------     ------------
Total deferred tax asset                $     60,856     $     40,956
                                        ============     ============


SFAS No. 109 requires a valuation allowance to be recorded when it is more
likely than not that some or all of the deferred tax asset will not be realized.
As a result of the Company's likelihood for future continuing profitability,
management has determined that more likely than not, future taxable income will
be sufficient to enable the Company to realize all of its deferred tax assets.
Accordingly, no valuation allowance has been recorded at December 31, 2000 and
1999.


8.       RELATED PARTY TRANSACTIONS

The Company transacts business with various subsidiaries of its parent company,
Vitran Corporation Inc. Billings to these companies approximated $334,000,
$1,010,000, and $176,000, for the year ended December 31, 2000, 1999, and 1998,
respectively. Billings from these companies approximated $66,000, $110,000, and
$93,000, respectively. At December 31, 2000 and 1999 accounts receivable from
these companies approximated $65,000 and $126,700, respectively, and accounts
payable to these companies approximated $16,000 and $20,000, respectively.


9.       ECONOMIC DEPENDENCY

During the years ended December 31, 2000, 1999 and 1998, sales to one major
customer exceeded 10% of the Company's total sales. This customer, an automobile
manufacturer, accounted for 27%, 33%, and 43% of total sales for the years ended
December 31, 2000, 1999 and 1998, respectively. In addition, the Company is
dependent upon its continuing business relationship with its freight carriers,
particularly the railroads.

                                      F-11
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


10.      PENSION PLAN

The Company sponsors a 401(k) profit sharing plan which covers all full time
employees of the Company who meet certain age and length of service
requirements. Plan contributions are based on participant voluntary payroll
deductions, subject to a maximum contribution per participant. Expense for
contributions to the plan was $19,168 and $24,670 for the years ended December
31, 2000 and 1999 respectively.


11.      CONCENTRATION OF CREDIT RISK

The Company's financial instruments subject to credit risk are primarily trade
accounts receivable. The Company does not require collateral or other security
to support customer receivables. The Company's clients generally pay in thirty
days or less; however, occasionally payments are not received until invoices age
to 60 days. Other concentrations of credit risk with respect to trade
receivables are limited due to the dispersion of the majority of the Company's
customers across different industries throughout North America. The rail
carriers generally draft the Company's bank accounts for payment. The carrier is
responsible to the client for lost or damaged merchandise, therefore, the
Company does not assume liability for such loss, if any. During the year, the
Company has maintained cash balances in excess of the Federally insured limits.
The funds are with a major money center bank. Consequently, the Company does not
believe that there is a significant risk in having these balances in one
financial institution.


12.      STOCK OPTIONS

During May 1996, the Company adopted a Stock Option Plan (the "Plan) whereby
employees of the Company may be granted incentive or non-qualified options to
purchase shares of the Company's common stock. The Board of Directors has direct
responsibility for the administration of the plan. The exercise price of the
incentive options to employees must be equal to at least 100% of the fair market
value of the common stock at the date of grant. The exercise price of incentive
options to officers, or affiliated persons, must be at least 110% of the fair
market value as of the date of the grant. Options are granted subject to terms
and conditions determined by the Board of Directors, and generally are
exercisable in increments of 20% for each year of employment beginning one year
from the date of grant and generally expire five years from date of grant.

On May 14, 1998 the Board of Directors approved an option repricing program to
which essentially all current employee stock options with an exercise price of
$1.25 were reduced to $1.00.

At December 31, 2000, the Company has granted 106,000 incentive stock options at
an exercise price of $1.00; of this total, 74,000 incentive stock options were
vested but not exercised. To date the Company has issued no non-qualified stock
options.

                                      F-12
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


12.      STOCK OPTIONS (continued)

Transactions and other information relating to the plans are summarized as
follows:

                                                    Incentive Stock Options
                                                    -----------------------
                                                                    Weighted
                                                    Shares         Ave. Price
                                                    ------         ----------

 Outstanding at December 31, 1997                      261,000         .95

       Granted during 1998                              31,000        1.00
       Canceled during 1998                             (1,000)        .95
                                                 -------------

 Outstanding at December 31, 1998                      291,000         .95

       Granted during 1999                               9,000        1.00
       Canceled during 1999                           (129,000)        .94
                                                 -------------

 Outstanding at December 31, 1999                      171,000         .95

       Canceled during 2000                            (65,000)        .90
                                                 -------------

 Outstanding at December 31, 2000                      106,000        1.00
                                                 =============


The following table summarizes information about all of the stock options
outstanding at December 31, 2000:

<TABLE>
<CAPTION>
                                    Outstanding Options                         Exercisable Options
                                    -------------------                         -------------------
                                          Weighted
                                          Average          Weighted                           Weighted
   Range of                              remaining          Average                            average
Exercised prices         Shares         life (years)         Price            Shares            price
----------------         ------         -----------          -----            ------            -----

<S>                    <C>             <C>                <C>                <C>              <C>
     $ 1.00              106,000           3.5 years          1.00            74,000             1.00
</TABLE>

                                      F-13
<PAGE>

                          THE FREIGHT CONNECTION, INC.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


12.      STOCK OPTIONS (continued)

Pro forma Disclosure

The Company has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock Based Compensation" issued
in October 1995. Accordingly, no compensation cost has been recognized for its
fixed stock option plans with respect to its employees. Had compensation cost
for the Company's fixed-based compensation plan been determined based on the
fair value at the grant dates for awards under this plan consistent with the
method of SFAS 123, the Company's proforma net income, and proforma net income
per share would have been as indicated below:

<TABLE>
<CAPTION>
                                        2000              1999             1998
                                        ----              ----             ----
<S>                                <C>             <C>               <C>
Net income (loss), as reported      $   (176,795)   $       21,294    $     176,669
                                    ============    ==============    =============

Net income, proforma                $   (165,419)   $       13,530    $     170,471
                                    ============    ==============    =============

Net income per common share:
   Basic and dilutive
     Net income, as reported        $       (.04)   $          .00    $         .04
                                    ============    ==============    =============

     Net income, proforma           $       (.04)   $          .00    $         .04
                                    ============    ==============    =============
</TABLE>


For purposes of the preceding proforma disclosures, the weighed average fair
value of each option has been estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in 2000, 1999, and 1998, respectively: no dividend
yield, volatility approximating 50%, risk free interest rate of 6.0%, and an
expected term approximating 3.5 years.


13.      COMMITMENTS AND CONTINGENCIES

On December 20, the Company obtained a line of credit agreement with a
commercial bank for $500,000, which expires on April 1, 2001. Interest is at the
monthly Libor index rate plus 300 basis points or the bank's base rate. Any
outstanding principal balance plus unpaid interest is due on demand. The line is
secured by the Company's accounts receivable, and fixed assets. As of December
31, 2000, no amounts are outstanding on this credit line.

                                      F-14
<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 Annual Report and any
subsequent amendments thereto to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                     THE FREIGHT CONNECTION, INC.
                                     a Delaware corporation

Dated:  April 13, 2001               By:  /s/ Richard E. Gaetz
       --------------------               --------------------
                                              Richard E. Gaetz,
                                              Chief Executive Officer


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


Signatures                  Title                              Date
----------                  -----                              ----

/s/ Richard E. Gaetz        Chief Executive Officer    April 13, 2001
--------------------        and Director               ------------------------
Richard E. Gaetz

/s/ Geoff Duncan            President                  April 13, 2001
----------------                                       -------------------------
Geoff Duncan

/s/ Albert Gnat             Director                   April 13, 2001
---------------                                        ------------------------
Albert Gnat

/s/ Richard D. McGraw       Director                   April 13, 2001
---------------------                                  -------------------------
Richard D. McGraw

/s/ Kevin A. Glass          Director                   April 13, 2001
------------------                                     -------------------------
Kevin A. Glass


              SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORT
                      PURSUANT TO SECTION 15(d) OF THE ACT

         During the year ended December 31, 2000, the Company provided each
shareholder with a copy of its Annual Report on Form 10-K for the year ended
December 31, 1999. The Company did not provide any other annual report or proxy
materials to its shareholders during 2000.

                                       22