SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB/A


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

For the fiscal year ended:                               Commission file number:
    DECEMBER 31, 2003                                            333-88952

                INTELLIGENT MOTOR CARS GROUP, INC. AND SUBSIDIARY
             (Exact name of registrant as specified in its charter)

            DELAWARE                                  74-3022293
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

             1600 WEST SUNRISE BOULEVARD, FORT LAUDERDALE, FLORIDA
                    (Address of principal executive offices)

                                      33311
                                   (Zip Code)

                                 (954) 462-0500
              (Registrant's telephone number, including area code)

        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 (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         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 the 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]

         Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

         As of the last business day of the registrant's most recently completed
fiscal quarter (March 31, 2004), the aggregate market value of the registrant's
common stock (based upon a closing price of $3.95) held by non-affiliates (all
persons other than executive officers, directors and holder's of 10% or more of
the Registrant's common stock) (6,465,830 shares) was $25,540,028.

         As of April 15, 2004 there were 14,814,830 shares of the Registrant's
common stock outstanding.

<PAGE>
                                TABLE OF CONTENTS
                                -----------------

PART I
         Item 1.  Description of Business
         Item 2.  Properties
         Item 3.  Legal Proceedings
         Item 4.  Submission of Matters to a Vote of Security Holders

PART II
         Item 5.  Market for Registrant's Common Equity and
                  Related Stockholder Matters
         Item 6.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations
         Item 6A. Risks Associated With the Auto Industry
         Item 7.  Financial Statements
         Item 8.  Changes In and Disagreements with Accountants on Accounting
                  and Financial Disclosure

PART III
         Item 9.  Directors and Executive Officers, Promoters
                  and Control Persons
         Item 10. Executive Compensation
         Item 11. Security Ownership of Certain Beneficial Owners
                  and Management and Related Stockholder Matters
         Item 12. Certain Relationships and Related Transactions
         Item 13. Controls and Procedures

PART IV
         Item 14. Exhibits, Financial Statement Schedules and Reports
         Item 15. Principal Accountant Fees and Services
         SIGNATURES

         CERTIFICATION

         EXHIBIT INDEX

         Exhibit 3.1       Articles of Incorporation
         Exhibit 3.2       Corporate By Laws
         Exhibit 3.3       Audit Committee By-Laws
         Exhibit 10.1      DFS Line of Credit Agreement
         Exhibit 10.2      Tom Jacobs Employment Agreement
         Exhibit 10.3      Property Lease for 1600 W. Sunrise Blvd
         Exhibit 10.4      Property Lease for 1650D W. Sunrise Blvd
         Exhibit 99.1      Section 906 Certification
         Exhibit 99.2      Section 302 Certification


                                       2
<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS
--------------------------

                  Certain portions of this Annual Report on Form 10-KSB contain
         "forward-looking statements". Such forward-looking statements involve
         known and unknown risks, uncertainties and other factors, which may
         cause the actual results, performance or achievements of Intelligent
         Motor Cars Group, Inc. (the "Company"), or automobile related industry
         results, to be materially different from any future results,
         performance, or achievements expressed or implied by such
         forward-looking statements, including that the Company's current
         revenue levels are not necessarily indicative of its future revenue
         levels or future financial performance. The Company's future operating
         results are dependent upon many factors, including: (i) whether the
         Company is able to obtain sufficient funding to fund its expansion
         plans; (ii) whether the Company is able to build the management and
         human resources and infrastructure necessary to support the growth of
         its business; (iii) competitive factors and developments in the
         automobile industry; (iv) federal, state and local regulations
         pertaining to health and environmental quality standards;
         licensing/registration; financing; consumer protection; and safety; (v)
         the Company's ability to collect on receivables from high risk credit
         clients; (vi) the Company's ability to efficiently price and negotiate
         acquisitions on a favorable basis; (vii) whether the Company's
         efficiently integrates the operations of other automobile dealerships
         it may acquire; and (viii) any economic conditions that would
         negatively affect the Company's business and expansion plans.


BUSINESS AND ORGANIZATION
-------------------------

                  Intelligent Motor Cars Group, Inc. ("IMCG", "IMC" or the
         "Company") was incorporated in Delaware in November 2001 under the
         former name of Harrison Holdings, Inc. IMCG provides a suite of
         services that cater to the demanding South Florida auto market. Since
         its formation in 1995, IMC, d/b/a "Sun Auto Sales", has become a leader
         across the auto sales, financing and reconditioning markets in South
         Florida. The term "Company" shall also include IMC since it is the
         Company's operating business from which it derives its revenues.

                  In February 2003, the Company consummated an exchange of
         shares with IMC that resulted in the historical shareholders of IMC
         exchanging all of their shares of IMC common stock for an aggregate of
         10,000,000 shares of the Company's restricted common stock (the
         "Acquisition"). The Board of Directors of the Company resigned and was
         replaced by the Board of Directors of IMC. The Company also changed its
         name to Intelligent Motor Cars Group, Inc. and commenced trading on the
         over the counter bulletin board under its new name and symbol, "IMCG"
         on February 21, 2003.

                  Headquartered in Fort Lauderdale, Florida, IMCG employs
         approximately ten people (full-time as of 12/31/03) in its three
         locations - 1600 W. Sunrise Blvd., Fort Lauderdale, Florida, 1650D W.
         Sunrise Blvd., Fort Lauderdale, Florida, and 847 N. Andrews Avenue,
         Fort Lauderdale, Florida. In addition to its primary business, the
         Company maintains a diverse partner network that includes auto dealers,
         wholesalers and finance companies throughout the Southeast United
         States.

                  IMC has been built on a multi-service platform. Its primary
         services include used auto sales, reconditioning, financing and
         insurance, and floor planning (dealer to dealer financing). The Company
         also provides services for new car sales, such as search, acquisition
         and delivery on a limited basis. Many of these services are provided
         through third parties, some of which are affiliated with the Company.
         See "Certain Relationships and Related Transactions".

                  During the second quarter of 2003, the Company migrated its
         business from being primarily a wholesale auto sales company to a
         retail auto sales and consumer finance company. This was achieved in
         the third quarter of fiscal 2003 when the Company launched its first
         retail dealership at 1600 West Sunrise Blvd. in Fort Lauderdale,
         Florida utilizing a buy here/pay here model. Buy here/pay here is an
         industry term used to describe dealers that sell and finance used cars
         to individuals with limited credit histories or past credit problems.


                                       3
<PAGE>

         Buy-here/pay-here dealers typically offer their customers certain
         advantages over more traditional financing sources, such as broader and
         more flexible underwriting guidelines, flexible payment terms
         (including scheduling payments on a weekly or biweekly basis to
         coincide with a customer's pay day), and the ability to make payments
         in person, an important feature to individuals who may not have a
         checking account. At the time it opened, management projected an
         average of 30-35 vehicle sales per month with an anticipated industry
         slowdown in the months of December, July and August. Actual sales for
         September, October and November 2003 exceeded management's projections
         by 106%. For the industry slow month of December the Company recorded
         50 sales, a 43% increase over earlier management projections.

                  In addition, the Company's repossession rate of 1.7% is
         atypical in the buy here/pay here sales market since typical
         repossession rates are 15-20%. The Company has also experienced a very
         low payment delinquency rate, which as of December 2003 was 0.36% on
         approximately $820,000 of vehicles financed.

BUSINESS DEVELOPMENT

                  In general, it is the Company's objective to continue to
         expand its used car operations by launching several buy-here/pay-here
         car lots as well as expansion of its financing business.

         The Company's business strategy is expected to focus on several key
         initiatives:

         o    Steady Growth. The Company intends to expand its operations by
              increasing sales at existing locations and opening new locations
              as well as through the acquisition of other dealer locations. It
              is the Company's objective, if it is successful in obtaining the
              necessary financing as to which no assurances are given, to open
              and/or acquire at least one to two new locations each year
              beginning in fiscal 2005. In addition, the Company plans to
              continue working on wholesale sales to generate additional
              revenues although that is not expected to be its primary business.

         o    Selling Basic Vehicles. The Company will continue to primarily
              focus on selling basic and affordable vehicles to its customers.
              In general, the Company does not sell luxury cars, sports cars or
              exotic cars. The average sales price of retail and wholesale
              vehicles sold by the Company during fiscal 2003 averaged $7,000.
              By selling vehicles in this price range the Company is able to
              keep the terms of its installment sales contracts short (generally
              less than 24 months), and the customer is more able to afford his
              or her payments. In addition, by keeping the price range under
              $10,000, the Company has the ability to create a market niche
              generally ignored by its larger competitors.

         o    Collecting Customer Accounts. Collecting customer accounts is
              perhaps the single most important aspect of operating a
              buy-here/pay-here used car business and is a focal point for store
              level and general office personnel on a daily basis. Periodically,
              the Company measures and monitors the collection results of its
              stores using internally developed delinquency and repossession
              standards. Much of sales management's incentive compensation is
              tied directly to collection results. The Company has been very
              successful with its collection techniques and is experiencing a
              very low payment delinquency rate. As of December 31, 2003, the
              Company's repossession rate was less than 2% and the payment
              delinquency rate was less than 1%. Although there is no assurance
              that these rates can and will continue at such low levels, the
              Company is very focused on its collection efforts to keep these
              rates under control.

PRINCIPAL OPERATIONS, SERVICES AND MARKETS

         o    Location(s). The Company currently operates one retail location,
              which has been designated as its retail headquarters (HQ). At the
              HQ location, the Company operates a full-service reconditioning
              facility with eight service bays. In addition, all wholesale,
              retail and online retail business runs through the HQ and is
              managed by the back-office staff located at the HQ. Once
              additional locations are established, as to which no assurances
              are given, each location will manage its own sales and title work.
              All other items will be processed through the Company's corporate
              office.


              Next to the HQ location at 1650D West Sunrise Blvd is another
              property leased in part by the Company. The Company uses a portion
              of this 5,000 square foot building to manage its service and
              reconditioning areas. The Company also operates a small wholesale
              surplus lot located at 847 Andrews Avenue in Fort Lauderdale,
              Florida. That location serves as a wholesale storage and vehicle
              transition lot. See "Item 2. Properties".

              The HQ location is open Monday through Saturday from 10:00am until
              7:00pm and is staffed with a sales manager, one to four sales
              person(s) at all times, a collector, a lot attendant, a service
              manager, and a receptionist/sales assistant. In addition, the HQ
              houses the back office, which includes the title department,
              accounting and executive offices.


              It is planned that each dealership will service the community
              within a five-mile radius. In the Fort Lauderdale metropolitan


                                       4
<PAGE>

              area, this means that the Company has the ability to open 10-12
              locations. In the tri-county area, which includes Miami, Fort
              Lauderdale and West Palm Beach, it is possible for the Company to
              open 50-75 locations that service active communities and could
              support projected sales of 35 vehicles per month per location.
              Without the required funding, as to which no assurances are given,
              the Company will not have the financial ability to expand to these
              levels if at all.

              The cost of each dealership will vary depending on location, new
              construction or acquisition, time in business, inventory
              requirements and collectible customer book (acquisitions only).
              For each acquisition, the Company has budgeted $1.75 million,
              which is allocated to $500,000 for the location, name and
              acquisition of the collectible customer book, $250,000 for vehicle
              inventory, and $1,000,000 for in-house buy-here/pay-here
              financing. For each newly constructed location, the Company has
              budgeted $1.5 million, which is allocated to $250,000 for
              location, renovation, staffing, training, computer systems,
              marketing and incidentals, $250,000 for vehicle inventory, and
              $1,000,000 for in-house buy-here/pay-here financing. Using this
              model, within six months an assimilated dealership is expected to
              be self-sufficient with revenues to fund future growth. For new
              dealerships, it is anticipated that self-sufficiency would be
              attained in approximately twelve months.

DISTRIBUTION METHODS

         o    Vehicle Purchasing. The Company purchases its vehicles primarily
              through auctions and dealer partners. One of the competitive
              advantages the Company has in the retail market has been its
              purchasing ability. As a former market leader in wholesale sales,
              the Company has established relationships with wholesale
              resources, which gives the Company an edge in buying. One senior
              buyer leads the wholesale team, which may have up to four or five
              associate buyers. These buyers establish relationships with
              dealers and auctions. Once vehicles are purchased, the senior
              buyer meets with the retail general manager to determine which
              vehicles go to the retail location(s) and which vehicles become
              wholesale sales. At present, 20% of the Company's business is
              wholesale, which we expect to remain consistent throughout the
              next year.

              Vehicles purchased average three to seven years old with 50,000 to
              100,000 miles per vehicle. The average vehicle cost to the Company
              is between $1,500 and $5,000 per vehicle before any
              reconditioning. The Company generally does not purchase sports or
              luxury cars, or sport utility vehicles. Some of the more popular
              vehicles the Company sells include Dodge Caravan, Plymouth
              Voyager, Dodge Neon, Chevy and Ford light duty trucks as well as
              mid-size sedans, such as Ford Crown Victoria, Ford Taurus and
              Toyota Corolla. Buyers are encouraged to test-drive all vehicles
              prior to sale. Necessary repairs are done on location.

         o    Delinquency/Repossession. Each vehicle is sold with a "tracking"
              unit installed. The unit serves as both an anti-theft device and a
              payment delinquent/repossession safety device. Each tracker unit
              has a shut down function, which allows the Company to shut the
              vehicle down (not while driving) if payment has not been made.
              Once shut down, the Company can access the location of the vehicle
              online to within five feet and pick-up (repossess) the vehicle if
              necessary.

         o    Marketing/Advertising. The dealership maintains inventory of
              approximately 70 vehicles at all times with 30-40 additional
              vehicles housed at the Company's location at 847 Andrews. The
              selling price of the Company's vehicles typically averages $7,000.
              Selling is done by the sales manager or sales associate. Sales
              associates are paid a commission for sales that they make and the
              sales manager receives an override on each sale. All sales are
              made on an "as is" basis unless the vehicle has a remaining
              factory warranty.

              Initial sales result from advertising in various local auto
              publications and walk-in traffic. The Company has an extensive
              referral network and approximately 25% of all business from
              September 2003 through December 2003 was referral business. As an
              incentive for referrals, customers usually receive the equivalent
              of a one-week vehicle payment for a referral, provided the
              referral purchases a vehicle.

         o    Financing. The Company provides financing for approximately half
              of its customers who purchase a vehicle at its retail location.
              The Company does not provide financing to others, nor does it
              purchase retail installment contracts originated by others. The
              Company's installment sales contracts typically include down
              payments averaging 20% with terms ranging from 18 months to 24
              months on average. Interest is charged at a rate of 29%, which is
              the standard in the State of Florida for credit-challenged
              consumers. The Company requires that payments be made on a weekly,
              bi-weekly, semi-monthly or monthly basis to coincide with the day
              the customer is paid by his or her employer. Upon the customer and
              the Company reaching a preliminary agreement as to financing
              terms, the Company obtains a credit application from the customer
              which includes information regarding employment, residence and
              credit history, personal references and a detailed budget
              itemizing the customer's monthly income and expenses. Company
              personnel then verify certain information. After the verification
              process, the sales manager makes the decision to accept, reject,


                                       5
<PAGE>

              or modify (perhaps obtain a greater down payment or require an
              acceptable co-buyer) the proposed transaction. In general, the
              sales manager attempts to assess the stability and character of
              the applicant.

              In 2003, the Company migrated from wholesale sales to retail sales
              and consumer financing. Over Labor Day weekend (first weekend of
              September 2003), the Company opened its first buy-here/pay-here
              dealership in Fort Lauderdale, Florida. At that time, the company
              changed its accounting system from QuickBooks small business to
              Deal Pack, which helped the Company streamline its financing and
              sales operations. This system is used widely by dealerships across
              the country and is recognized as a leading software system for
              buy-here/pay-here dealerships with in-house financing. This system
              standardizes many of the Company internal controls as they relate
              to the accounting of sales, payments, collections and expenses.

         o    Collections. The Company's in-house collections department
              services all of its retail installment contracts. The majority of
              the Company's customers make their payments in person, although a
              small percentage of customers send their payments through the
              mail. As with any buy-here/pay-here store, management believes
              that the timely response to past due accounts is critical to its
              collections success.

              Collections play an important role in the compensation structure
              for management. Sales manager(s) are paid a bonus based upon the
              dealership's delinquency and repossession rates on a quarterly
              basis. Accounts one day late are sent a notice in the mail.
              Accounts three days late are contacted by phone. If a customer
              becomes severely delinquent in his or her payments, and management
              determines that timely collection of future payments is not
              probable, the Company will take steps to repossess the vehicle.
              While the Company works very hard to keep its delinquency
              percentages low, the Company also works very hard not to repossess
              vehicles. The Company goes to great lengths to amicably resolve
              payment delinquencies prior to repossessing a vehicle. As of March
              31, 2004, the Company has repossessed only seven vehicles. For
              those vehicles that are repossessed, the majority have been
              returned or surrendered by the customer on a voluntary basis.
              Company personnel or third party repossession agents perform other
              repossessions. Depending on the condition of a repossessed
              vehicle, it is either resold on a retail basis through the
              Company's dealership, or sold wholesale through the auction
              process.

         o    Office Oversight and Management. The Company's main office is
              located at the HQ location. Plans are underway to establish a
              separate executive office for executive management and investor
              relations. Currently, the management at the main office oversees
              all business operations for retail sales, wholesale sales,
              reconditioning, partner relations, public relations, investor
              relations and professional service relations.

              Management meets at least three times a week to discuss
              operations, goals and objectives. The sales management team and
              the buyers meet twice each week to discuss vehicle sales, newly
              acquired vehicles, inventory turnover and staffing. Together, both
              groups formulate goals and maintain accountability to tasks at
              hand. Management at the main office also establishes and maintains
              Company policies as well as manages human resource needs for the
              entire Company.

INDUSTRY OVERVIEW

         o    USED CAR SALES. The market for used car sales in the United States
              is significant. For calendar year 2003, industry analysts
              estimated used vehicle sales in the United States at $366 billion.
              Used car retail sales typically occur through franchised new car
              dealerships that sell used cars or independent used car
              dealerships. The Company operates in the buy-here/pay-here segment
              of the independent used car sales and finance market.

         o    USED CAR FINANCING. Traditional lending sources such as banks,
              savings and loans, and captive finance subsidiaries of automobile
              manufacturers, as well as by independent finance companies and
              buy-here/pay-here dealers such as the Company serve the used
              vehicle automobile financing industry. Despite significant
              opportunities, many of the traditional lending sources do not
              consistently provide financing to individuals with limited credit
              histories or past credit problems. Management believes traditional
              lenders avoid this market because of its high credit risk and the
              associated collection efforts.

                                       6
<PAGE>

COMPETITION

                  The used automotive retailing industry is highly competitive
         and fragmented. Presently there are an estimated 22,000 franchised
         automobile dealers and 54,000 independent used vehicle dealers in the
         United States. The Company competes principally with other independent
         buy-here/pay-here dealers, and to a lesser degree with (i) the used
         vehicle retail operations of franchised automobile dealerships, (ii)
         independent used vehicle dealers, and (iii) individual's who sell used
         vehicles in private transactions. The Company competes for both the
         supply and resale of used vehicles.

                  Management believes the principal competitive factors in the
         sale of its used vehicles include (i) the availability of financing to
         consumers with limited credit histories or past credit problems, (ii)
         the breadth and quality of vehicle selection, (iii) pricing, (iv) the
         convenience of a dealership's location, (v) the option to purchase a
         service contract, and (vi) customer service. Management believes that
         its dealership is competitive in each of these areas for the following
         reasons:

                  Experience as a "Key Player". The Company has historically
         been a key player in the wholesale sales market in South Florida, which
         has enabled it to capture market share and establish a very low pricing
         matrix for vehicles bought. IMC was rated #1 by Manheim Auto Auctions
         for total dollar volume in 2002 and #2 in total unit volume for the
         same period. Manheim operates the nation's largest chain of auto
         auctions and through Manheim's Annual Market Report, prices and used
         car strategies are set as industry standard. As a result, the Company
         has been able to redirect its business focus primarily to a retail
         sales company. Instead of buying vehicles at a greatly reduced price to
         resell to other dealerships, the Company buys the vehicles for its own
         dealership, which, in-turn allows for greater profit realization on its
         own vehicle sales.

                  Experienced Management. The Company has significant experience
         in the auto industry. It has structured its compensation to provide the
         general sales manager(s) with a small salary and a heavily
         incentive-based bonus plan, which gives him or her the ability to
         realize personal income based on the overall performance of the
         Company.

DEPENDENCE ON MAJOR CUSTOMER/SUPPLIER

                  The Company is not dependent on a major customer or supplier
         to operate its business. It purchases its vehicles from more than one
         source, any one of which can be replaced or substituted at no
         additional cost or undue burden to the Company.

PATENTS AND PROPRIETARY RIGHTS

                  The Company has no patents or proprietary rights.


GOVERNMENTAL APPROVALS AND REGULATIONS

                  The Company's operations are subject to various federal,
         state, and local laws, ordinances and regulations pertaining to the
         sale and financing of vehicles. Under Florida law, the Company's
         dealership(s) must obtain a license in order to operate or relocate.
         These laws also regulate advertising and sales practices. The Company's
         financing activities are subject to federal truth-in-lending and equal
         credit opportunity regulations as well as state and local motor vehicle
         finance laws, installment finance laws, usury laws and other
         installment sales laws. Among other things, these laws require that the
         Company limit or prescribe terms of the contracts it originates,
         require specified disclosures to customers, restrict collection
         practices, limit the Company's right to repossess and sell collateral,
         and prohibit discrimination against customers on the basis of certain
         characteristics including age, race, gender and marital status.

                  The State of Florida imposes limits on interest rates the
         Company can charge on its loans. These limits are generally based on
         either (i) a specified margin above the federal primary credit rate,
         (ii) the age of the vehicle, or (iii) a fixed rate. Management believes
         the Company is in compliance in all material respects with all
         applicable federal, state, and local laws, ordinances and regulations.
         However, the adoption of additional laws, changes in the interpretation
         of existing laws, or the Company's entrance into jurisdictions with
         more stringent regulatory requirements could have a material adverse
         effect on the Company's used vehicle sales and finance business. See
         "Auto Industry Risks".

RESEARCH AND DEVELOPMENT COSTS

         The Company has not had any research or development costs.

                                       7
<PAGE>

EMPLOYEES

                  As of December 31, 2003 the Company had approximately ten (10)
         full time employees. In addition, the Company has a management contract
         with Trim Express, Inc., a related party, to provide staff for various
         administrative and service positions on a contract basis. In addition,
         the Company also employed several subcontractors on a part-time basis.
         None of the Company's employees are covered by a collective bargaining
         agreement and the Company believes that its relations with its
         employees are good. See "Certain Relationships and Related
         Transactions".


ITEM 2.  PROPERTIES

                  As of December 31, 2003 the Company leased all of its
         facilities, including the HQ location, the wholesale storage location
         and the reconditioning facility. These facilities are all located in
         Fort Lauderdale, Florida. The HQ location is a one-half acre property
         with a 2000 square foot building at 1600 West Sunrise Blvd, Fort
         Lauderdale, Florida. The wholesale storage location is a 1/4 acre
         property located at 847 N. Andrews Avenue in Fort Lauderdale, Florida
         and the reconditioning facility is part of a 5000 square foot building
         located at 1650D West Sunrise Blvd in Fort Lauderdale, Florida.

                  The location at 1600 is rented pursuant to a five-year lease
         with renewal options from an unaffiliated third party. The Company pays
         $5,538.50/month for this space. The location at 847 Andrews is rented
         from an unaffiliated third party on a month-to-month basis with no
         formal lease. The Company pays $2,500/month for this location. The
         location at 1650D is rented under a lease with the same terms as the
         1600 property. The Company pays $2,131/month for this location that
         houses the mechanic/service/reconditioning department.


ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to any legal proceedings, other than in the
         ordinary course of business.


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

         No matters were submitted to a vote of security holders of the Company
         during the fourth quarter of the fiscal year ended December 31, 2003.

                                     PART II

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

                  The Company's common stock is authorized for quotation on the
         NASDAQ Over-The-Counter Bulletin Board under the symbol IMCG. The
         following table sets forth, by fiscal quarter, the high and low closing
         sale prices reported by OTCBB for the Company's common stock for the
         periods indicated.

                  FISCAL 2003

                  Quarter Ended           High Bid   Low Bid
                  ------------------------------------------
                  March 31, 2003            5.90       0.02
                  June 30, 2003             5.00       2.25
                  September 30, 2003        7.00       3.50
                  December 31, 2003         5.65       0.38

                  FISCAL 2004

                  Quarter Ended           High Bid   Low Bid
                  ------------------------------------------
                  March 31, 2004            4.40       0.41
                  April 1-23, 2004          3.90       2.60

                                       8
<PAGE>

                  As of December 31, 2003, there were approximately 200
         stockholders of record. This number excludes stockholders holding stock
         under nominee security position listings.

                  Since its inception the Company has paid no dividends on its
         common stock. The Company currently intends to follow a policy of
         retaining earnings to finance future growth. Payment of dividends in
         the future will be determined by the Company's Board of Directors and
         will depend upon, among other things, the Company's future earnings,
         operations, capital requirements and surplus, general financial
         condition, contractual restrictions that may exist, and such other
         factors as the Board of Directors may deem relevant including
         limitations on the payment of dividends imposed by applicable law.

                  Effective February 5, 2003, the Company acquired all of the
         outstanding common stock of IMC through an exchange of shares (the
         "Acquisition") and issued 10,000,000 shares of its restricted common
         stock, $.001 par value, to the historical stockholders of IMC.

                  Pursuant to an Agreement and Plan of Share Exchange effective
         February 5, 2003 among the Company, IMC and the IMC stockholders (the
         "Agreement"), the officers and directors of the Company resigned upon
         consummation of the Acquisition. The persons serving as directors and
         officers of IMC immediately prior to the Acquisition were elected to
         the same offices with the Company and retained their positions as
         directors and officers of IMC.

                  As a result of the Acquisition, IMC became a wholly owned
         operating subsidiary of the Company. The Company operates IMC in the
         same manner and has continued in the business that IMC engaged in prior
         to the Acquisition except that it now has focused its business
         primarily on the retail sale of used vehicles. Prior to the
         Acquisition, no material relationship existed between IMC and and/or
         any of its affiliates and the Company and/or any of its affiliates.

                  The Acquisition was accounted for as a reverse acquisition
         applying the purchase method of accounting with IMC treated as the
         accounting acquirer. Under the reverse acquisition purchase method of
         accounting, the assets and liabilities of IMC were recorded as of the
         acquisition date, at their respective historical cost, which is
         considered to be the equivalent of fair values, and added to those of
         IMC, with no increment in combined stockholders' equity (deficiency).
         The reported results of operations of the Company after completion of
         the Acquisition reflect the historical results of operations of IMC.

                  In April 2003, the Board of Directors ratified and authorized
         the issuance of shares of common stock to certain note holders who
         agreed to convert the outstanding principal balance and all accrued
         interest on their promissory notes on a $1.50 for one share basis. The
         Company issued 255,712 shares upon the conversion of an aggregate of
         $395,000 in principal and accrued interest.

                  In April 2003 the Company sold 203,663 shares through a
         subscription agreement from prices from $1.30 to $1.50 per share. Total
         proceeds received from this issuance amounted to $290,000.

                   In May 2003, due to insufficient cash flow, the Board of
         Directors approved a temporary compensation plan for the Company's Vice
         President and Chief Operating Officer (COO) and a director, which
         included a minimal salary and 1,000 shares of restricted common stock
         each week for a short period of time. As of the date of this report, a
         total of 5,000 shares had been issued to the Company's COO. In March
         2004, the Board of Directors rescinded the resolution and the issuance
         of additional shares to the Company's COO effective June 2003.

                   In June 2003, the Board of Directors authorized the issuance
         of 10,450 shares of restricted common stock to certain promissory note
         holders in consideration for their agreement to defer interest payments
         on their promissory notes until August 2003. These shares were issued
         pursuant to a Board resolution to issue one share for every dollar of
         interest deferred by the five note holders over the 90-day period
         between June and August 2003.

                    In June 2003, the Board authorized the issuance of 10,000
         shares of restricted common stock to a stockholder for providing
         investor and employee relation's services.

                                       9
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

                  The following discussion and analysis provides information
         which management believes is relevant to an assessment and
         understanding of our results of operations and financial condition. The
         discussion should be read in conjunction with our financial statements
         and notes thereto appearing in this report.

                  The following discussion and analysis contains forward-looking
         statements, which involve risks and uncertainties. Our actual results
         may differ significantly from the results, expectations and plans
         discussed in these forward-looking statements.

OVERVIEW

                  Fiscal year 2003 was a big turning point for the Company. Much
         of the first three quarters was spent migrating the business model from
         dealer-to-dealer wholesale sales to buy-here/pay-here retail sales and
         consumer financing. In September 2003, the Company launched its first
         retail dealership in at 1600 West Sunrise Blvd., Fort Lauderdale,
         Florida. Because of this business migration and uncertainties
         surrounding efforts to obtain financing for the Company throughout
         2003, we continue to anticipate incurring losses in the foreseeable
         future, possibly through fiscal year end 2004. Our ability to achieve
         our business objectives is contingent upon our success in raising
         additional capital until adequate revenues are realized from
         operations. There is no assurance that additional capital will be
         obtained.

                  Overall, as shown below, the Company has been successful in
         executing its business plan for 2003 and expects to continue the
         execution of its business plan, which includes the expansion of all of
         its sales and financing divisions in 2004. It is management's
         projection that this strategic execution will enable the Company to
         report gross sales for the year ending December 31, 2004 equal to or
         greater than the comparable period in 2003 although no assurance can be
         given that this will occur.

RESULTS OF OPERATIONS

         Years Ended December 2003 and 2002

                   In September 2003, the Company opened its first retail
         dealership in Fort Lauderdale, Florida. Internal sales projections for
         this dealership were 30 vehicle sales per month. In September, the
         Company recorded 49 sales, a 67% increase over projections. October
         retail sales projections were subsequently increased from 30 to 35 to
         reflect the sales in the previous month. October sales were 67
         vehicles. November projections were raised to 50 vehicle sales and
         ultimately came in at 90 vehicles. December sales projections were 35
         vehicles and came in at 50 vehicles, which made the total for the first
         four months of the retail operation 256 vehicles. With the projection
         for the four-month period at 125 vehicles, our actual results exceeded
         initial projections by 205%.

                  Due to the Company's expenses of time and resources during the
         first two quarters migrating from wholesale sales to retail sales and
         consumer financing, sales for the fiscal year 2003 were $7.4 million
         versus $18.9 million for the fiscal year 2002. During the first nine
         months of 2003 while the Company was migrating its business model sales
         were approximately $5.3 million for the period of January through
         September 2003. Once the plan was executed, sales for the three months
         ended December 31, 2003 were $2.1 million versus $2.6 million for the
         same period 2002. The migration of the business model was successful
         and for the three months ended December 31, 2003, the Company reported
         net profit of $123,000 or $0.01 per share, which was an increase from
         the same period in 2002 when the Company reported a net loss of $2.1
         million or ($0.14) per share. Net loss for the full year 2003 was ($1.0
         million) or ($0.07) per share versus a net loss of $2.6 million or
         ($0.26) per share for the fiscal year ended December 31, 2002.

                  Sales from operations for the three-month period ended
         December 31, 2003 were lower than sales from operations in the same
         period in 2002 for several reasons. In 2002, the Company had $1 million
         in working capital to devote to sales in contrast to 2003 where the
         Company had only $200,000 of working capital to devote to sales.
         Second, wholesale sales are a high turnover business and in 2002 the
         Company was moving more units per month, thereby generating more
         revenue. However, the revenue generated in 2002 did not turn a profit
         due to high costs and little margin. The migration from wholesale sales
         to retail sales and consumer financing was the key reason the Company
         was able to record a profit for the three-month period ended December
         31, 2003.

                                       10
<PAGE>

                  For the fiscal year ended December 31, 2003, the Company's
         total assets doubled, from $764,000 at the fiscal year end December
         2002 to $1.54 million at December 31, 2003 due to the change in
         business model. This 50% increase is attributed to the Company's
         increased focus on building its retail and consumer finance business.
         At year-end 2003, the Company had approximately $920,000 in net
         receivables.

                  For fiscal year 2003, the Company increased its current
         liabilities from $1.6 million to $2.6 million as the Company added a
         $1.5 million line of credit (LOC) from Dealer Financial Services (DFS),
         a related-party floor plan company owned by the Company's Chief
         executive Officer and majority shareholder. The terms of the LOC are
         more favorable than that of the other existing floor plan credit lines.
         By adding the LOC, the Company has been able to decrease its
         outstanding loan balance to Manheim Automotive Financial Services by
         66% from $63,000 to $21,000. The Company also reduced its liability for
         private investor loans by $686,000 by converting much of the debt into
         equity.

LIQUIDITY AND CAPITAL RESOURCES

                  On a given business day, the Company has a positive or
         negative cash flow of up to $100,000 based on collections and accounts
         payable. Officers and key employees of the Company have been taking
         minimal salary and stock compensation. Salaries will be increased for
         the officers and key employees to a reasonable level upon funding, as
         to which no assurance can be given that any financing, whether through
         conventional financing sources or through the sale of Company
         securities on a private placement basis, will be realized or available
         to the Company on satisfactory terms. In addition, we believe we will
         have sufficient cash to meet our minimum operating costs and very
         limited expansion costs for the next 12 months. However, to continue
         our more aggressive plan during the next 12 months and beyond, which we
         will need to raise a minimum of $2 million in additional financing from
         the sale of our securities, loans from investors, shareholders or
         management, and/or joint venture partners. Management will use its best
         efforts to raise the additional funds to carry out these expansion
         plans but there is a risk that we may not secure the necessary funding
         which will have a material adverse impact on our ability to expand the
         Company's business.

CRITICAL ACCOUNTING POLICIES

                  The preparation of financial statements in conformity with
         generally accepted accounting principles in the United States of
         America requires the Company to make estimates and assumptions in
         determining the reported amounts of assets and liabilities and
         disclosure of contingent assets and liabilities at the date of the
         financial statements and the reported amounts of revenues and expenses
         during the reporting period. Actual results could differ from the
         Company's estimates. The Company believes the most significant estimate
         made in the preparation of the accompanying consolidated financial
         statements relates to the determination of its allowance for credit
         losses. Below is a discussion of the Company's accounting policy
         concerning such allowance. Other accounting policies are disclosed in
         Note 3 in the accompanying consolidated financial statements.

                  The Company maintains an allowance for credit losses at a
         level it considers sufficient to cover anticipated losses in the
         collection of its finance receivables. The allowance for credit losses
         is based primarily upon historical and recent credit loss experience,
         with consideration given to changes in loan characteristics (i.e.,
         average amount financed and term), delinquency levels, collateral
         values, economic conditions, and underwriting and collection practices.
         Management periodically reviews the allowance for credit losses with
         any changes reflected in current operations. Although it is at least
         reasonably possible that events or circumstances could occur in the
         future that are not presently foreseen and actual credit losses may be
         materially different from the recorded allowance for credit losses, the
         Company believes that it has given appropriate consideration to all
         relevant factors and reasonable assumptions in determining the
         allowance for credit losses.

SEASONALITY

                  The Company's automobile sales and finance business is
         generally not seasonal. Typically, there is a minor slow down during
         July/August and December; however, it is not significant enough to be
         considered seasonal in nature. Conversely, the Company's first and
         second quarters (February through May) are historically the busiest
         time for vehicle sales as many of the Company's customers use income
         tax refunds as a down payment on the purchase of a vehicle.

                                       11
<PAGE>

ITEM 6A.  RISKS ASSOCIATED WITH THE AUTO INDUSTRY

    o    WE ARE SUBJECT TO EXTENSIVE GOVERNMENTAL REGULATION AND IF WE ARE FOUND
         TO BE IN VIOLATION OF ANY OF THESE REGULATIONS, OUR BUSINESS, OPERATING
         RESULTS AND PROSPECTS COULD SUFFER. The automotive retailing industry
         is subject to a wide range of federal, state and local laws and
         regulations, such as those relating to licensing, retail financing,
         consumer protection, environmental, health and safety, wage-hour,
         anti-discrimination and other employment practices. The violation of
         these laws and regulations can result in administrative, civil or
         criminal sanctions against us, which may include a cease and desist
         order against the subject operations or even revocation or suspension
         of our license to operate the subject business. We may need to spend
         considerable time, effort and money to keep our existing or acquired
         facilities in compliance with applicable federal, state and local
         regulation of health, safety, environment, zoning and land use
         regulations.

    o    WE MAY ENCOUNTER LIMITATIONS ON OUR ABILITY TO ACQUIRE
         AUTOMOTIVE-RELATED COMPANIES IN OUR MARKET ON FAVORABLE TERMS OR AT
         ALL, WHICH MAY MATERIALLY ADVERSELY AFFECT OUR ABILITY TO EXECUTE OUR
         ACQUISITION STRATEGY. The automotive retail industry is a mature
         industry. The significant consolidation in the industry in our market
         over the last several years has resulted in fewer desirable auto
         companies, dealerships or dealership groups being available for
         purchase on reasonable terms. Acquisitions involve a number of risks,
         many of which are unpredictable and difficult to quantify or assess,
         including, among other matters, risks relating to known and unknown
         liabilities of the acquired business and projected operating
         performance. As a result, it cannot be assured that we will be able to
         acquire desirable auto-related businesses in our key markets or that
         any such acquisitions can be completed on favorable terms or at all.

    o    WE OPERATE IN AN INDUSTRY THAT IS VERY HIGHLY REGULATED AND FAILURE TO
         BE IN MATERIAL COMPLIANCE WITH THESE REGULATIONS MAY HAVE AN ADVERSE
         IMPACT ON OUR BUSINESS. The Company operates in a highly regulated
         industry. A number of state and federal laws and regulations affect our
         business. Numerous laws and regulations govern our conduct of business,
         including those relating to our sales, operating, financing,
         advertising and employment practices. These laws and regulations
         include any and all franchise/secondary location laws and regulations
         and other extensive laws and regulations applicable to new and used
         motor vehicle dealers, as well as a variety of other laws and
         regulations. These laws also include federal and state wage-hour;
         anti-discrimination and other employment practices laws.

                  Our financing activities with customers are subject to federal
         truth-in-lending, consumer leasing and equal credit opportunity
         regulations as well as state and local motor vehicle finance laws,
         installment finance laws, usury laws and other installment sales laws.
         Claims arising out of actual or alleged violations of law may be
         asserted against us by individuals or governmental entities and may
         expose us to significant damages or other penalties, including
         revocation or suspension of our licenses to conduct operations and
         fines.

                  Our operations are subject to the National Traffic and Motor
         Vehicle Safety Act; Federal Motor Vehicle Safety Standards promulgated
         by the United States Department of Transportation and various state
         motor vehicle regulatory agencies. The imported automobiles we purchase
         are subject to United States customs duties and, in the ordinary course
         of our business we may, from time to time, be subject to claims for
         duties, penalties, liquidated damages or other charges.

                  Our operations may involve the use, handling, storage and
         contracting for recycling and/or disposal of materials such as motor
         oil and filters, transmission fluids, antifreeze, refrigerants, paints,
         thinners, batteries, cleaning products, lubricants, degreasing agents,
         tires and fuel. Consequently, our business is subject to a complex
         variety of federal, state and local requirements that regulate the
         environment and public health and safety.

                  Storage tanks on our properties are subject to periodic
         testing, containment, upgrading and removal under the Resource
         Conservation and Recovery Act and its state law counterparts. Clean-up
         or other remedial action may be necessary in the event of leaks or
         other discharges from storage tanks or other sources. In addition,
         water quality protection programs under the federal Water Pollution
         Control Act (commonly known as the Clean Water Act), the Safe Drinking
         Water Act and comparable state and local programs govern certain
         discharges from some of our operations. Similarly, certain air
         emissions from operations such as auto body painting may be subject to
         the federal Clean Air Act and related state and local laws. Certain
         health and safety standards promulgated by the Occupational Safety and
         Health Administration of the United States Department of Labor and
         related state agencies also apply.

                  Some of our facilities are parties to proceedings under the
         Comprehensive Environmental Response, Compensation, and Liability Act,


                                       12
<PAGE>

         or CERCLA, typically in connection with materials that were sent to
         former recycling, treatment and/or disposal facilities owned and
         operated by independent businesses. The remediation or clean up of
         facilities where the release of a regulated hazardous substance
         occurred is required under CERCLA and other laws.

                  We may incur additional costs to comply with applicable
         environmental, health and safety laws and regulations in the ordinary
         course of our business. We do not anticipate, however, that the costs
         of such compliance will have a material adverse effect on our business,
         results of operations, cash flows or financial condition, although such
         outcome is possible given the nature of our operations and the
         extensive environmental, public health and safety regulatory framework.
         See "Business-Governmental regulations and Approvals".

    o    WE ARE SUBJECT TO CERTAIN RISKS FOR LIABILITIES RELATING TO INSURANCE
         AND BONDING. Our business exposes us to the risk of liabilities arising
         out of our operations. Liabilities involve, for example, claims of
         employees, customers or third parties for personal injury or property
         damage occurring in the course of our operations. We could also be
         subject to fines and civil and criminal penalties in connection with
         alleged violations of federal and state regulatory requirements.

                  The automotive retailing business is also subject to
         substantial risk of property loss due to the significant concentration
         of property values at dealership and facility locations. The level of
         risk we retain may change in the future as insurance market conditions
         or other factors affecting the economics of our insurance purchasing
         change. Although we have, subject to certain limitations and
         exclusions, substantial insurance, there is no assurance that we will
         not be exposed to uninsured or underinsured losses that could have a
         material adverse effect on our business, financial condition, results
         of operations or cash flows.


ITEM 7.  FINANCIAL STATEMENTS

         The financial statements of the Company required by Regulation S-B are
attached to this report. Reference is made below for an index to the financial
statements and the financial statement schedules.

         REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
         CONSOLIDATED BALANCE SHEET
         CONSOLIDATED STATEMENTS OF OPERATIONS
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
         CONSOLIDATED STATEMENTS OF CASH FLOWS
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       13
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Stockholders
Intelligent Motor Cars Group, Inc.


We have audited the accompanying balance sheet of Intelligent Motor Cars Group,
Inc. (d/b/a Sun Auto Leasing and Sales) as of December 31, 2002, and the related
statements of operations, stockholders' deficiency and cash flows for the year
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

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

In our opinion, the financial statements referred above present fairly, in all
material respects, the consolidated financial position of Intelligent Motor Cars
Group, Inc. (d/b/a Sun Auto Leasing and Sales) as of December 31, 2003, and the
results of its consolidated operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has incurred net losses in the
past two years and, as of December 31, 2003, reflects negative working capital
and a stockholder's deficiency. These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans with regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

                                      /s/ Berkovits, Lago & Company, LLP
                                      ----------------------------------
                                     Berkovits, Lago & Company, LLP

Fort Lauderdale, Florida
April 9, 2004


<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Intelligent Motor Cars, Inc.

We have audited the accompanying statements of operations, stockholders'
deficiency and cash flows of Intelligent Motor Cars, Inc. (d/b/a Sun Auto
Leasing and Sales) for the year ended December 31, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our report dated June 10, 2003, our opinion on the 2002 financial statements
was qualified as the result of scope limitations relating to (a) the accounting
for and disclosure of all related party transactions, and (b) the recording of
notes receivable - stockholders at net realizable value. We have been able to
apply additional auditing procedures, consisting primarily of our consideration
and evaluation of the report of a special investigation undertaken by the
Company's outside corporate securities counsel and our reliance thereon, that we
believe provide sufficient competent evidential matter concerning the related
party transactions. Additionally, as described in the notes to the financial
statements, the Company has subsequently determined that the collectibility of
the notes receivable - stockholders was not probable, and has written off these
notes receivable in 2002 and restated the 2002 financial statements for the
effects of this write off. Accordingly, our present opinion on the 2002
financial statements, as presented herein, differs from that previously
expressed.

In our opinion, the financial statements referred to in the first paragraph
above present fairly, in all material respects, the results of operations and
cash flows of Intelligent Motor Cars, Inc. (d/b/a Sun Auto Leasing and Sales)
for the year ended December 31, 2002, in conformity with accounting principles
generally accepted in the United States.

As more fully described in the notes to the financial statements,
the Company has been conducting and is continuing to conduct
certain aspects of its business with several related parties,
including officers and stockholders of the Company, as well as
entities owned by officers and stockholders of the company.



<PAGE>


Board of Directors and Stockholders
Intelligent Motor Cars, Inc.
Page Two

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in the notes to the financial statements, the Company has
incurred net losses in the past two years and, as of December 31,
2002, reflects negative working capital and a stockholders'
deficiency. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plans with regard to these matters are also
described in the notes to the financial statements. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.


                                                    RACHLIN COHEN & HOLTZ LLP


Fort Lauderdale, Florida
August 7, 2003



<PAGE>

                INTELLIGENT MOTOR CARS GROUP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003

                                ASSETS
                                ------
     Current assets

       Cash                                                        $    58,693
       Accounts receivable, net                                        148,446
       Current portion of notes receivable                             347,489
       Inventory                                                       361,565

                                                                   -----------
             Total current assets                                      916,193
                                                                   -----------

     Notes receivable, net of current portion                          424,709
     Property and equipment, net                                       181,921
     Other assets                                                       14,862
                                                                   -----------
             Total assets                                          $ 1,537,685
                                                                   ===========

                 LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                 ----------------------------------------

     Current liabilities

        Notes payable:

        - Floor plan notes - related party                         $ 1,102,025
        - Floor plan notes - finance companies                         122,656
        - Line of credit - financial institution                        49,854

        Accounts payable and accrued liabilities                       771,452
        Accrued officer compensation                                   300,000
        Current portion of long term debt                              284,507

                                                                   -----------
             Total current liabilities                               2,630,494
                                                                   -----------

     Long-term debt, net of current portion                             26,176
                                                                   -----------
             Total liabilities                                       2,656,670
                                                                   -----------


     STOCKHOLDERS' DEFICIENCY:
        Common Stock - $.001 par value  100,000,000 shares
            authorized, 14,814,830 shares issued and outstanding        14,815
        Additional paid-in-capital                                   2,956,956
        Accumulated deficit                                         (4,090,756)

                                                                   -----------
             TOTAL STOCKHOLDERS' DEFICIENCY                         (1,118,985)
                                                                   -----------

             TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY        $ 1,537,685
                                                                   ===========

The accompanying notes are an integral part of these financial statements

                                       14
<PAGE>
                INTELLIGENT MOTOR CARS GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
                                                            2003            2002
                                                        ------------    ------------
<S>                                                     <C>             <C>
Net sales                                               $  7,352,574    $ 18,972,392
Cost of sales                                              7,077,604      18,353,957
                                                        ------------    ------------
      Gross profit                                           274,970         618,435

Expenses:
   Officers  compensation                                    123,288       2,350,075
   Selling, general and administrative                     1,012,190         528,083
   Write off of notes receivable-stockholders arising
       from advances against future commissions                   --         162,617
                                                        ------------    ------------
      Total operating expenses                             1,135,478       3,040,775
                                                        ------------    ------------

Loss from operations before other expenses                  (860,508)     (2,422,340)

Other expenses                                              (148,602)       (183,500)
                                                        ------------    ------------
Net loss                                                $ (1,009,110)   $ (2,605,840)
                                                        ============    ============

Loss per share of common stock
    outstanding-basic and fully diluted                 $      (0.07)   $       (.18)
                                                        ============    ============

Weighted-average number of shares
    outstanding - basic and fully diluted                 13,469,036      14,538,000
                                                        ============    ============
</TABLE>

The accompanying notes are an integral part of these financial statements

                                       15
<PAGE>
                INTELLIGENT MOTOR CARS GROUP, INC. AND SUBSIDIARY
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<TABLE>
<CAPTION>
                                                                                          ADDITIONAL       ACCUMU-
                                                                 NUMBER OF    COMMON        PAID-IN        LATED
                                                                  SHARES       STOCK        CAPITAL        DEFICIT         TOTAL
                                                                ----------    --------    -----------    -----------    -----------
<S>                                                             <C>           <C>         <C>            <C>            <C>
December 31, 2001                                                      500    $    500    $     1,971    $  (225,806)   $  (223,335)

        Stock-based compensation arising from
        transfer of stockholders common stock                           --          --      2,250,000             --      2,250,000

        Stockholder distributions                                       --          --             --       (250,000)      (250,000)

        Net loss for the year                                           --          --             --     (2,605,840)    (2,605,840)
                                                                ----------    --------    -----------    -----------    -----------

December 31, 2002                                                      500         500      2,251,971     (3,081,646)      (829,175)


        To combine IMCG with IMC under the reverse
        acquisition method of business combinations             28,038,000      28,038        (32,938)            --         (4,900)

        Issuance of 10,000,000 shares of IMCG common stock
        to former share holders of IMC in exchange for their
        500 shares of common stock                               9,999,500       9,500         (9,500)            --             --

        Return of 23,500,000 shares of Harrison Holdings
        common stock prior to the acquisition with par value
        at $0.001 per share                                    (23,500,000)    (23,500)        23,500             --             --

        Sale of 203,663 shares pursuant to a subscription
        agreement at a price of $1.30 to $1.50 per share           203,663         204        289,796             --        290,000

        Issuance of 255,717 shares to settle
        notes payable and related interest                         255,717         255        394,745             --        395,000

        Issuance of 10,450 shares to delay interest
        payments on notes payable                                   10,450          11         10,439             --         10,450

        Issuance of 5,000 shares for services                        5,000           5         18,745             --         18,750

        Issuance of 10,000 shares for services                      10,000          10          9,990             --         10,000

        Return of 208,000 shares to treasury and retired          (208,000)       (208)           208             --             --

        Net loss for the year                                           --          --             --     (1,009,110)    (1,009,110)
                                                                ----------    --------    -----------    -----------    -----------

December 31, 2003                                               14,814,830    $ 14,815    $ 2,956,956    $(4,090,756)   $(1,118,985)
                                                                ==========    ========    ===========    ===========    ===========
</TABLE>

The accompanying notes are an integral part of these financial statements

                                       16
<PAGE>
                INTELLIGENT MOTOR CARS GROUP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES:                                   2003           2002
-------------------------------------                                -----------    -----------
<S>                                                                  <C>            <C>
Net loss                                                             $(1,009,110)   $(2,605,840)
   Adjustments to reconcile net loss to net cash
   (used in) provided by operating activities:
       - Depreciation                                                     23,947         12,798
       - Provision for doubtful accounts                                  (2,000)        49,000
       - Stock issued as payment for compensation and services            28,750      2,250,000
       - Stock issued to delay interest payment                           10,450             --
       Changes in operating assets and liabilities:
          (Increase) decrease in:
             Accounts receivable                                         227,046        504,588
             Notes receivable                                           (772,198)            --
             Inventory                                                  (100,534)       408,331
             Other assets                                                 (4,481)        (7,753)
          Increase (decrease) in:
             Accounts payable and accrued expenses                       460,635       (483,871)
             Changes in deferred compensation                            100,000             --
             Liabilities assumed on combination                           (4,900)            --
                                                                     -----------    -----------
               Net cash (used in) provided by operating activities    (1,042,395)       127,253
                                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:

  Acquisitions of property and equipment                                (123,192)       (47,361)
                                                                     -----------    -----------
               Net cash used in investing activities                    (123,192)       (47,361)
                                                                     -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from floor plan loans                                      1,081,964             --
   Payments on floor plan loans                                          (11,141)            --
   Payments on stockholder loans payable                                (260,576)      (142,406)
   Proceeds from stockholder loans payable                                    --         21,957
   Proceeds from notes                                                    11,147        477,657
   Payment on notes                                                      (43,432)       (89,000)
   Proceeds from notes payable - related parties                         142,406         16,000
   Payments on notes payable - related party                                  --       (140,900)
   Distribution to stockholders                                               --       (250,000)
   Proceeds from issuance of common stock                                265,000             --
                                                                     -----------    -----------
               Net cash provided by (used in) financing activities     1,185,368       (106,692)
                                                                     -----------    -----------

NET CHANGE IN CASH                                                        19,781        (26,800)
CASH, BEGINNING OF YEAR                                                   38,912         65,712
                                                                     -----------    -----------
CASH, END OF YEAR                                                    $    58,693    $    38,912
                                                                     ===========    ===========

Supplemental disclosure of cash flow information
     Cash paid during the period for interest                        $    90,641    $   208,851
                                                                     ===========    ===========
Non-cash investing and financing activities:
     Vehicle acquired through stockholder note payable               $        --    $    38,940
                                                                     ===========    ===========

    Notes and interest converted to stock                            $   692,450    $        --

Stock issued for notes and interest                                     (692,450)            --
                                                                     -----------    -----------
                                                                     $        --    $        --
                                                                     ===========    ===========
</TABLE>

The accompanying notes are an integral part of these financial statements

                                       17
<PAGE>
                INTELLIGENT MOTOR CARS GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE 1:  BUSINESS DESCRIPTION
------   --------------------

                  Intelligent Motor Cars Group, Inc. ("IMCG" or the "Company")
         was incorporated in Delaware in November 2001 under the name of
         Harrison Holdings, Inc. Pursuant to the acquisition of Intelligent
         Motor Cars, Inc. ("IMC") in February 2003, Harrison Holding's, Inc.
         changed its name to IMCG. As a result of the acquisition, IMC
         stockholders exchanged all their shares for an aggregate of 10,000,000
         shares of the Company's restricted common stock. The Board of Directors
         of the Company resigned and was replaced by the Board of Directors of
         IMC. IMCG provides a suite of services that cater to the demanding
         South Florida auto market. In business in South Florida since its
         formation in 1995, the Company has become a leader across the auto
         sales, financing and reconditioning markets in South Florida.

                  Headquartered in Fort Lauderdale, Florida, IMCG employs
         approximately ten people in its three locations - 1600 W. Sunrise
         Blvd., Fort Lauderdale, Florida, 1650D W. Sunrise Blvd., Fort
         Lauderdale, Florida, and 847 N. Andrews Avenue, Fort Lauderdale,
         Florida. In addition to its primary business, the Company maintains a
         diverse partner network that includes auto dealers, wholesalers and
         finance companies throughout the Southeast United States.

                  The Company has been built on a multi-service platform. Its
         primary services include used auto sales, reconditioning, financing and
         insurance, warranty services and floor planning (dealer to dealer
         financing). The Company also provides services for new car sales, such
         as search, acquisition and delivery on a limited basis. Many of these
         services are provided through third parties, some of which are
         affiliated with the Company.

                  In 2003, the Company migrated its business from being
         primarily a wholesale auto sales company to a retail auto sales and
         consumer finance company. This was achieved in the third quarter of
         fiscal 2003 when the Company launched its first retail dealership at
         1600 West Sunrise Blvd. in Fort Lauderdale, Florida utilizing a buy
         -here/pay- here model. Buy- here/pay-here is an industry term used to
         describe dealers that sell and finance used cars to individuals with
         limited credit histories or past credit problems. Buy-here/pay-here
         dealers typically offer their customers certain advantages over more
         traditional financing sources, such as broader and more flexible
         underwriting guidelines, flexible payment terms (including scheduling
         payments on a weekly or biweekly basis to coincide with a customer's
         pay day), and the ability to make payments in person, an important
         feature to individuals who may not have a checking account.

NOTE 2:  GOING CONCERN
------   -------------

                       The accompanying consolidated financial statements have
         been prepared in conformity with accounting principles generally
         accepted in the United States which assume that the Company will
         continue as a going concern, including the realization of assets and
         liquidation of liabilities in the ordinary course of business. However,
         for the year ended December 31, 2003 and 2002 the Company suffered net
         losses of approximately $1 million and $2.6 million, respectively and
         its consolidated balance sheet reflects negative working capital and a
         stockholders' deficiency. These factors, amongst others, raise
         substantial doubt about the Company's ability to continue as a going
         concern.

                  Management's plans to continue its operations and become
         profitable include the following:

                  In general, it is the Company's objective to continue to
         expand its used car operations by launching several Buy-Here/Pay-Here
         car lots as well as expanding its floor planning (dealer-to-dealer
         financing) service. Management believes this would allow the Company to
         execute its business plan and achieve its revenue projections by
         providing working capital for inventory and floor planning activities.

                  The Company's business strategy will focus on several key
         initiatives:

                  o   Steady Growth. The Company intends to expand its
                      operations by increasing sales at existing locations and
                      opening new locations as well as through the acquisition
                      of other dealer locations. It is the Company's objective,


                                       18
<PAGE>

                      if it is successful in obtaining the necessary financing
                      as to which no assurances are given, to open and/or
                      acquire at least one to two new locations each year
                      beginning in fiscal 2005. In addition, the Company plans
                      to continue working on wholesale sales to generate
                      additional revenues although that is not expected to be
                      its primary business.

                  o   Selling Basic Vehicles. The Company will continue to
                      primarily focus on selling basic and affordable vehicles
                      to its customers. In general, the Company does not sell
                      luxury cars, sports cars or exotic cars. The average sales
                      price of retail and wholesale vehicles sold by the Company
                      during fiscal 2003 averaged $7,000. By selling vehicles in
                      this price range the Company is able to keep the terms of
                      its installment sales contracts short (generally less than
                      24 months), and the customer is more able to afford his or
                      her payments. In addition, by keeping the price range
                      under $10,000, the Company has the ability to create a
                      market niche generally ignored by its larger competitors.

                  o   Collecting Customer Accounts. Collecting customer accounts
                      is perhaps the single most important aspect of operating a
                      buy-here/pay-here used car business and is a focal point
                      for store level and general office personnel on a daily
                      basis. Periodically, the Company measures and monitors the
                      collection results of its stores using internally
                      developed delinquency and repossession standards.
                      Substantially all associate incentive compensation is tied
                      directly or indirectly to collection results. The Company
                      has been very successful with its collection techniques
                      and is experiencing a very low payment delinquency rate.
                      As of December 31, 2003, the Company's repossession rate
                      was less than 1% and the payment delinquency rate was less
                      than 2%. Although there is no assurance that these rates
                      can and will continue at such low levels, the Company is
                      very focused on its collection efforts to keep these rates
                      under control.

                  Management believes that the actions presently being taken by
         the Company provide the opportunity for the Company to improve
         liquidity and sustain profitability. However, there are no assurances
         that management's plans will be achieved. The accompanying consolidated
         financial statements do not include any adjustments that might result
         from the outcome of this uncertainty.

NOTE 3:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------   ------------------------------------------

a)       Consolidation
         -------------

                  The consolidated financial statements include the accounts of
         Intelligent Motor Cars Group, Inc. (IMCG) and its subsidiary,
         Intelligent Motor Cars, Inc. All inter-company transactions have been
         eliminated upon consolidation.

b)       Use of Estimates
         ----------------

                  The consolidated financial statements are prepared in
         conformity with accounting principles generally accepted in the United
         States of America. The preparation of consolidated financial
         statements, in conformity with generally accepted accounting principles
         requires management to make estimates and assumptions. Those estimates
         and assumptions affect the reported amounts of assets and liabilities,
         the disclosure of contingent assets and liabilities and the reported
         amounts of revenues and expenses. Actual results could differ from
         those estimates.

                  Estimates and assumptions are periodically reviewed and the
         effects of any material revisions are reflected in the consolidated
         financial statements in the period that they are determined to be
         necessary.

c)       Accounts Receivable
         -------------------

                  Accounts receivable are stated at net realizable value, net of
         an allowance for doubtful accounts. Periodically, management reviews
         all receivables and based on an assessment of collectibility, estimates
         the portion, if any, of the balance that will not be collected in order
         to establish an allowance for doubtful accounts. Such allowance was
         based on the specific identification of accounts deemed uncollectible
         as of December 31, 2003. The provisions for the allowance for doubtful
         accounts is included in general and administrative expenses, in the
         accompanying consolidated statement of operations.

d)       Notes Receivable
         ----------------

                  Notes receivable are stated at net realizable value. Notes
         receivable are issued to customers that purchase our vehicles and
         finance same through the Company. All notes receivable are
         collateralized by the underlying vehicle through its title, which is
         held by the Company until the loan is paid in full.

                                       19
<PAGE>

e)       Inventory
         ---------

                  Inventory, which is comprised of used motor vehicles held for
         sale, is stated at the lower of cost or market, with cost determined
         using a specific identification method. Inventory costs include direct
         reconditioning costs.

f)       Property and Equipment
         ----------------------

                  Property and equipment is stated at cost, net of accumulated
         depreciation and amortization, which is provided for by charges to
         income over the estimated useful life of the assets using the
         straight-line method. Useful life of assets range from 5-7 years for
         equipment. Leasehold improvements are amortized over the life of the
         related lease. Expenditures that extend the useful life of the
         respective assets are capitalized and depreciated over the lives of the
         respective asset. Maintenance, repairs and other expenses that do not
         extend their useful life are expensed as incurred.

g)       Business Combinations:
         ---------------------

                  The Company accounts for business combinations in accordance
         with FASB 141 Business Combinations. Business combinations that qualify
         as reverse acquisitions with public shells are accounted for as capital
         transactions without the recognition of goodwill. Whereas, business
         combinations which do not meet the latter criteria, are accounted for
         under the purchase method. Where any excess of the purchase price over
         the estimated fair value of net assets acquired is recorded as
         goodwill. SFAS 141 requires that goodwill and intangible assets with
         indefinite useful lives no longer be amortized, but instead tested for
         impairment at least annually by comparing carrying value to the
         respective fair value in accordance with the provisions of SFAS 142.
         SFAS 142 Goodwill and Other Intangible Assets. This pronouncement also
         requires that intangible assets with estimable useful lives be
         amortized over their respective estimated useful lives to their
         estimated residual values, and reviewed for impairment by assessing the
         recoverability of the carrying value. The Company adopted the
         provisions of SFAS 141 and SFAS 142.

h)       Impairment of Long Lived Assets
         -------------------------------

                  The Company reviews the carrying value of its long-lived
         assets, including intangibles, whenever events or changes in
         circumstances indicate that the historical cost-carrying value of an
         asset may no longer be appropriate. The Company assesses recoverability
         of the carrying value of the assets by estimating the future net cash
         flows expected to result from the assets, including eventual
         disposition. If the future net cash flows are less then the carrying
         value of the assets, an impairment loss is recorded, equal to the
         difference between the asset's carrying value and its fair value. In
         performing such reviews, management takes into consideration the
         current operating levels, growth trends and industry projections.

i)       Financial Instruments
         ---------------------

                  Financial instruments consist of cash, accounts receivable,
         notes receivable, accounts payable, accrued liabilities, and notes
         payable. Non-derivative financial instruments include letters of
         credit, commitments to extend credit and guarantee of debt. There were
         no derivative financial instruments at December 31, 2003. The carrying
         values of these financial instruments approximate their fair market
         value as of December 31, 2003.

j)       Revenue Recognition
         -------------------

                  The Company recognizes revenue from automobile sales at the
         time the customer accepts delivery of the vehicle. The Company
         recognizes costs associated with the sale of vehicles at the time the
         sale is recognized. Independent sales contractors utilize Company funds
         to buy and sell vehicles on behalf of the Company. The Company pays an
         average of $200 as a commission in 2003 and $100 in 2002 to these
         contractors for each vehicle bought and sold, although there are some
         negotiated commissions.

k)       Loss per Share
         --------------

                  The Company computes loss per common share in accordance with
         the provisions of Statement of Financial Accounting Standards (SFAS)
         No. 128, "Earnings per Share" which requires the presentation of both
         basic and diluted earnings (loss) per share. Historical basic net loss
         per common share has been computed based upon the weighted average
         number of shares of common stock outstanding during the periods. The
         number of shares used in the computation was 13,469,036 in 2003.
         Diluted net loss per common share has not been presented, as there were


                                       20
<PAGE>

         no options or warrants granted or convertible preferred stock
         outstanding.

l)       Stock Based Compensation
         ------------------------

                  Statement of Financial Accounting Standards ("SFAS") No. 123,
         "Accounting for Stock-Based Compensation," ("SFAS No. 123), encourages,
         but does not require companies to record stock-based compensation plans
         using a fair value based method. The Company has chosen to continue to
         account for stock-based compensation using the intrinsic value based
         method prescribed in Accounting Principles Board Opinion No. 25,
         "Accounting for Stock Issued to Employees." Accordingly, compensation
         cost for stock options is measured as the excess, if any, of the quoted
         market price of the Company's common stock at the date of the grant
         over the amount an employee must pay to acquire the stock.

m)       Concentration of Credit Risk
         ----------------------------

                  The Company obtains detailed credit evaluations of customers
         generally without requiring collateral, and establishes credit limits
         as required. Exposure to losses on receivables is principally dependent
         on each customer's financial condition. The Company monitors its
         exposure for credit risk losses and maintains an allowance for
         anticipated losses. The Company maintains a diverse customer network.
         The loss of any customer would not have a material affect on the
         Company.

n)       Income Taxes
         ------------

                  The Company has adopted Statement of Financial Accounting
         Standards No. 109 - Accounting for Income Taxes (SFAS No. 109). This
         standard requires the use of an asset and liability approach for
         financial accounting and reporting on income taxes. Since the
         acquisition, the Company accounts for the effects of income taxes
         utilizing the asset and liability method as prescribed under Statement
         of Financial Accounting Standards No. 109 " Accounting for Income
         Taxes". Under this pronouncement deferred income taxes are recognized
         at currently enacted tax rates for temporary differences between the
         financial reporting and income tax bases of assets and liabilities.
         Deferred tax assets are evaluated for realization and will be subject
         to a valuation allowance based on their realization potential. Prior to
         the acquisition the Company was taxed under the provisions of
         Subchapter S of the Internal Revenue Code up to the Plan of
         Reorganization. Under the Subchapter S provisions, the Company
         generally did not pay federal corporate tax, but rather, the
         stockholders' share of income or loss was included in their individual
         tax returns. The Company terminated the S Corporation election
         effective February 5, 2003.


                  The tax benefit arising during 2003 is as follows:

                       Deferred
                         Current                            $309,000
                         Deferred                             34,000
                                                            --------
                                                             343,000
                  Less valuation allowance                   343,000
                                                            --------
                  Benefit for income taxes                  $     --
                                                            ========

                  The deferred tax asset arising during 2003 is as follows:

                       Deferred
                         Operating loss                     $ 34,000
                         Other                                    --
                                                            --------
                  Total tax asset                             34,000
                  Less valuation allowance                    34,000
                                                            --------
                  Total tax assets                          $     --
                                                            ========

                  At December 31, 2003 the Company has approximately $1 million
         of operating loss carry-forwards expiring through 2023.

                  During 2002, the Company operated as a Sub Chapter S
         Corporation, consequently there was no tax benefit or asset recognized
         during that period.



                                       21
<PAGE>

o)       Advertising
         -----------

         Advertising costs are charged to expense as incurred. Advertising costs
         were approximately $65,000 and $34,000, respectively for the years
         ended December 31, 2003 and 2002.

p)       Recently Issued Accounting Standards
         ------------------------------------

                   In May 2003, the FASB issued SFAS No. 150, Accounting for
         Certain Financial Instruments with Characteristics of both Liabilities
         and Equity. SFAS No. 150 provides guidance with respect to the
         classification and measurement of certain financial instruments with
         characteristics of both liabilities and equity. This statement requires
         that an issuer classify a financial instrument that is within its scope
         as a liability rather than, under previous guidance, as equity. SFAS
         No. 150 is effective for financial instruments entered into or modified
         after May 31, 2003, and otherwise is effective at the beginning of the
         first interim period beginning after June 15, 2003. The adoption of
         SFAS No. 150 did not have a material effect on the Company's
         consolidated financial statements.

                  In December 2002, the Financial Standards Accounting Board
         ("FASB") issued SFAS No. 148 Accounting for Stock-Based Compensation --
         Transition and Disclosure, an Amendment of FASB Statement No. 123 to
         provide alternative methods of transition for a voluntary change to the
         fair value based method of accounting for stock-based employee
         compensation. It also amends the disclosure provisions of SFAS No. 123
         to require prominent disclosure about the effects on reported net
         income of an entity's accounting policy decisions with respect to
         stock-based employee compensation. SFAS No. 148 also amends APB Opinion
         No. 28, "Interim Financial Reporting," to require disclosure about
         those effects in interim financial information. The provisions of SFAS
         No. 148 which amend SFAS No. 123 will become effective for fiscal years
         ending after December 15, 2002. The provisions of SFAS No. 148 which
         amend APB Opinion No. 28 became effective during the first quarter of
         2003. The Company believes that the adoption of this statement will not
         have a material effect on the financial statements.

                  In November 2002, the FASB issued Interpretation No. 45 ("FIN
         45"), "Guarantor's Accounting and Disclose Requirements for Guarantees,
         Including Indirect Guarantees of Indebtedness of Others." FIN 45
         elaborates on the disclosures to be made by a guarantor in its interim
         and annual financial statements about its obligations under certain
         guarantees it has issued. The Interpretation also clarifies that a
         guarantor is required to recognize, at the inception of a guarantee, a
         liability for the fair value of the obligation undertaken in issuing
         the guarantee. FIN 45 is effective for interim or annual periods ending
         after December 15, 2002. The Company does not believe that the adoption
         of FIN 45 will have a material effect on the financial statements.

                  In June 2002, FASB issued SFAS No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities." This statement addresses
         financial accounting and reporting for costs associated with exit or
         disposal activities. SFAS No. 146 became effective in the second
         quarter of fiscal 2003. The Company believes that the adoption of this
         statement will not have a material effect on the financial statements.

q)       Reclassifications
         -----------------

                  Certain amounts in the 2002 consolidated financial statements
         have been reclassified to conform to the 2003 presentation.


NOTE 4:  ACCOUNTS RECEIVABLE, NET
------   ------------------------

         Accounts receivable consists of the following as of December 31, 2003:


                  Receivables                             $ 195,446
                  Less: Allowance for doubtful accounts     (47,000)
                                                          ---------
                                                          $ 148,446
                                                          =========

         There were no charges to the allowance for doubtful accounts for 2003.

                                       22
<PAGE>

NOTE 5:  NOTES RECEIVABLE, NET OF CURRENT PORTION
------   ----------------------------------------

         Notes receivable, net of current portion consist of the following at
         December 31, 2003:

         Notes receivable from customers at interest rates from
         0% to 29.9% - Principal and interest due in weekly,
         bi-weekly, semi-monthly and or monthly installments
         through 2,006. Collateralized by titles of the vehicles.     $ 772,198
                                                                      ---------
         Less current portion                                          (347,489)
                                                                      ---------
         Notes receivable, net of current portion                     $ 424,709
                                                                      =========

         As of December 31, 2003 the aggregate payments to be received pursuant
         to these notes are as follows

                   Year
                   ----
                   2004               $347,489

                   2005                296,009

                   2006                128,700
                                      --------
                   Total              $772,198
                                      ========



NOTE 6:  INVENTORY
------   ---------

         Inventory is comprised of the following as of December 31, 2003:


                  Pre-owned vehicle inventory   $361,565
                                                --------
                                                $361,565
                                                ========

NOTE 7:  PROPERTY AND EQUIPMENT, NET
------   ----------------------------

         Property and equipment consisted of the following at December 31, 2003

                  Trackers                                          $  56,025
                  Equipment - Auto                                     38,939
                  Equipment - Office                                   41,854
                  Equipment - Shop                                     11,106
                  Building Improvements                                75,153
                                                                    ---------
                                                                      223,077
                  Less: accumulated depreciation and amortization     (41,156)
                                                                    ---------
                                                                    $ 181,921
                                                                    =========

                  For the year ended December 31, 2003 and 2002, depreciation
         and amortization was approximately $24,000 and $13,000 respectively.


                               23
<PAGE>

NOTE 8:  NOTES PAYABLE
------   -------------

         Notes payable consist of the following as of December, 31 2003:


         (a) Floor Plan Notes - Related Party

             Borrowings under floor plan credit facility of $1.5
             million from an entity owned by the majority
             stockholder and CEO. This facility is non-interest
             bearing and its payable as vehicles are sold along
             with a $50 fee for each vehicle.                         $1,102,025

         (b) Floor Plan Notes-Finance Companies

             Borrowings under floor plan credit facilities of
             $200,000 from two finance companies. These facililties
             bear interest from 4.5 APR to 2% above prime rate.
             Principal and interest is paid as the underlying
             vehicle is sold plus a fee of up to $65 per vehicle.
             Collateralized by specific vehicles and personally
             guaranteed by the majority stockholder and CEO.
                                                                         122,656

         (c) Floor Plan Notes-Financial institution

             Borrowings under credit facility of $50,000 from a
             financial institution. Interest at 6% APR, monthly
             principal due on demand. Guaranteed by the majority
             stockholder and CEO.
                                                                          49,854
                                                                      ----------
                                                                      $1,274,535
                                                                      ==========

NOTE 9:  LONG -TERM DEBT, NET OF CURRENT PORTION
-------  ---------------------------------------

                  Long-term debt, net of current portion consists of the
         following at December 31, 2003:

             6 3/8% term note payable to financial institution,
             collateralized by vehicle. Due in monthly payments
             of $599 through August 2007                                $ 28,892

             Lease obligations, due to financial institutions,
             collateralized by telephone equipment                         2,757

             15% demand notes due to private investors,
             collateralized by automobile titles                         279,034
                                                                        --------
                                                                         310,683
             Less: Current portion                                       284,507
                                                                       ---------
             Long-term debt, net of current portion                     $ 26,176
                                                                        ========


                  As at December 31, 2003 the aggregate maturities of long-term
         debt are as follows:

                                  YEAR                                AMOUNT
                                  ----                                ------
                                  2004                              $ 284,507
                                  2005                                  6,795
                                  2006                                  7,179
                                  2007                                  6,669
                                  2008                                  5,533
                                                                    ---------
                                  Total                              $310,683
                                                                     ========



                               24
<PAGE>

NOTE 10: COMMITMENTS AND CONTINGENCIES
-------  -----------------------------

         Leases:

                  The Company has commitments under various long-term operating
         lease agreements for office and operating facilities. For the years
         ended December 31, 2003 and 2002 total rent expense was $92,186 and
         $111,270 respectively. In addition to rent, the Company is responsible
         for operating costs, real estate taxes and insurance.

                  As of December 31, 2003, future minimum annual rental
         commitments under operating leases are as follows:

                 Year                        Amount
                 2004                       $121,000
                 2005                         91,000
                 2006                         91,000
                 2007                         91,000
                 2008                         91,000
                                            --------
                                            $485,000
                                            ========


NOTE 11: STOCKHOLDERS' DEFICIENCY
-------  ------------------------

                  In April 2003, the Board of Directors ratified and authorized
         the issuance of shares of common stock to certain note holders who
         agreed to convert the outstanding principal balance and all accrued
         interest on their promissory notes on a $1.50 for one share basis. The
         Company issued 255,712 shares upon the conversion of an aggregate of
         $395,000 in principal and accrued interest.

                  In April 2003 the Company sold 203,663 shares through a
         subscription agreement from prices from $1.30 to $1.50/share. Total
         proceeds received from this issuance amounted to $290,000.

                   In May 2003, due to insufficient cash flow, the Board of
         Directors approved a temporary compensation plan for the Company's Vice
         President and Chief Operating Officer (COO) and a director, which
         included a minimal salary and 1,000 shares of restricted common stock
         each week. As of the date of this report, a total of 5,000 shares had
         been issued to the Company's COO. In March 2004, the Board of Directors
         rescinded the resolution and the issuance of additional shares to the
         Company's COO effective June 2003.

                   In June 2003, the Board of Directors authorized the issuance
         of 10,450 shares of restricted common stock to certain promissory note
         holders in consideration for their agreement to defer interest payments
         on their promissory notes until August 2003. These shares were issued
         pursuant to a Board resolution to issue one share for every dollar of
         interest deferred by the five note holders over the 90-day period
         between June and August 2003.

                    In June 2003, the Board authorized the issuance of an
         aggregate of 10,000 shares of restricted common stock to a stockholder
         for providing investor and employee relation's services.


NOTE 12: BUSINESS COMBINATIONS
-------  ---------------------

                  On February 5, 2003, the Company and its stockholders
         consummated an Agreement and Plan of Share Exchange ("Share Exchange")
         with Harrison Holding's, Inc. ("Harrison"), a Delaware corporation
         formed in November 2001. Under the terms of the Share Exchange,
         Harrison issued an aggregate of 10,000,000 shares of its restricted
         common stock, $.001 par value, to the stockholders of the Company in
         exchange for their 500 shares of Company common stock. As a condition
         of the Share Exchange, the officers and directors of Harrison resigned
         and the officers and directors of the Company became the officers and
         directors of Harrison. Harrison changed its name to Intelligent Motor
         Cars Group, Inc. ("IMCG") and its trading symbol was changed on the
         NASD Electronic Bulletin Board to IMCG effective February 2003. As a
         result of the Share Exchange, the Company became a wholly owned
         subsidiary of IMCG.

                  The combination was accounted for under the reverse
         acquisition method under FASB 141, "Business Combinations". The net
         assets of the acquire were recorded at their carrying value with no
         recognition of goodwill.

                               25
<PAGE>

NOTE 13: RELATED PARTY TRANSACTIONS
-------  --------------------------

                  In 2003 and in 2002, the Company has been conducting and is
         continuing to conduct certain aspects of its business with several
         related parties, including officers and stockholders of the Company, as
         well as entities owned by officers and stockholders of the Company. The
         accompanying financial statements, and these notes to financial
         statements, present those transactions that management, to the best of
         its knowledge and belief, has identified, accounted for, and disclosed
         in these financial statements. The following is information regarding
         these transactions.

                  The Chief Executive Officer (CEO), who is also the Company's
         majority stockholder, was paid no compensation in 2003 or 2002. As a
         result, the accompanying financial statements include an accrual for
         compensation due to this officer/stockholder in the amount of $100,000
         for 2003 and 2002, respectively.

                  In accordance with the Share Exchange, the Company's CEO and
         COO received 8,500,000 shares and 250,000 shares, respectively. From
         the time of the Share Exchange through March 31, 2004, the Company's
         CEO gifted an aggregate of 251,000 shares to five non-affiliates for no
         financial consideration and the Company's COO gifted an aggregate of
         70,000 shares to six non-affiliates for no financial consideration. In
         addition, the Company's CEO received 285,000 shares in a private
         transaction from a non-affiliated ex-consultant.

                  An entity owned by the Company's CEO/majority stockholder
         provides vehicle reconditioning services to the Company. The Company
         incurred reconditioning costs of approximately $250,000 and $42,000 in
         2003 and 2002, respectively for services performed by this entity.

                  Throughout 2003 the Company leased certain office personnel
         from an entity owned by the Company's CEO/majority stockholder. The
         Company paid approximately $100,000 and $35,000 to this entity for
         leased personnel in 2003 and 2002, respectively.

                  In 2003, the Company entered into a line of credit for $1.5
         million with an entity owned by the Company's CEO/majority stockholder
         to provide dealer financing and a line of credit. As of December 31,
         2003, the Company owes approximately $1.1 million on the line of
         credit. The dealer financing is collateralized by vehicle titles. The
         Company pays the related entity a $50 per vehicle fee and no interest.

                  During 2003 the company paid an entity owned by a stockholder
         approximately $96,000 for purchasing and selling automobiles. In 2002
         the Company had sales to entities related to a stockholder of $457,000
         and purchases from these entities of $290,000.

                  In 2002, the Company had sales to entities related to a
         stockholder of $457,000 and purchases from these entities of $290,000.


NOTE 14: OTHER EXPENSES
-------  --------------

                  Other expenses comprised of the following at December 31, 2003
         and 2002:

                                                         2003         2002
                                                       ---------    --------
                  Interest expense                     $  90,641    $183,500
                  Interest income                        (19,946)         --
                  Sublet rental income                    (1,226)         --
                  Other income                           (20,867)         --
                  Cost associated with acquisition       100,000          --
                                                       ---------    --------

                                                       $ 148,602    $183,500
                                                       =========    ========



                               26
<PAGE>


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

         On June 30, 2003, the Company filed a Form 8-K reporting a change in
its certifying accountant on June 27, 2003. The Company reported the dismissal
of Malone & Bailey and the retention of Rachlin Cohen & Holtz LLP as its
certified public accountant for the purpose of conducting its audits and
providing financial reports for the Company. Malone & Bailey had been the
auditor for the Company prior to the Acquisition on February 5, 2003. The
decision to dismiss Malone & Bailey was recommended and approved by the Board of
Directors.

         On November 12, 2003, the Company filed a Form 8-K reporting a change
in its certifying accountant on November 11, 2003. The Company reported the
dismissal of Rachlin Cohen & Holtz LLP and the retention of Berkovits, Lago &
Company, LLP as its certified public accountant for the purpose of conducting
its audits and providing financial reports for the Company.

         Rachlin's initial report dated June 10, 2003 on the 2002 and 2001
financial statements of the Registrant was qualified as the result of scope
limitations relating to (a) the accounting for and disclosure of all related
party transactions, and (b) the recording of notes receivable - stockholders at
net realizable value. This initial report also contained an explanatory
paragraph reporting substantial doubt about the Registrant's ability to continue
as a going concern. Rachlin issued a second report dated August 7, 2003 on the
2002 and 2001 financial statements of the Registrant indicating that Rachlin
performed additional auditing procedures that provided sufficient competent
evidential matter concerning the related party transactions and that the
Registrant restated the 2002 financial statements for the write off of the notes
receivable - stockholders. This second report also contained (a) an emphasis of
a matter paragraph concerning related party transactions, and (b) an explanatory
paragraph reporting substantial doubt about the Registrant's ability to continue
as a going concern.

         The decision to dismiss Rachlin Cohen & Holtz LLP was recommended and
approved by the Board of Directors.

         During the period from August 7, 2003 to November 11, 2003, there were
no disagreements with Rachlin related to accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Rachlin would have caused
Rachlin to make reference to the subject matter of the disagreement in
connection with its report, except as described in (ii) above regarding
Rachlin's initial report.

         For the two years ended December 31, 2002 and 2001, the Rachlin initial
report dated June 10, 2003 contained an explanatory paragraph stating that the
independent auditors were unable to obtain sufficient evidential matter to
satisfy themselves that all related party transactions were properly accounted
for. On August 7, 2003 the independent auditors reissued their report on the
above referenced financial statements that were restated to properly account for
all related party transactions clearing this exception.

         In a Report on Reportable Conditions and Other Matters dated June 10,
2003, Rachlin advised the Registrant that the internal controls necessary for
the Registrant to develop reliable financial statements did not exist. These
conditions included (a) Material Weaknesses relating to maintaining and managing
legal documents, minutes of meetings of Board of Directors, source documents,
inventories (including perpetual records and cut-offs), related party
transactions, management communications, and private offerings - notes payable;
and (b) Reportable Conditions relating to segregation of duties, audit
committee, insider loans, Form 1099's, numerical sequence of checks used,


                                       27
<PAGE>

reconciliation of bank accounts, accounting manager, accounting procedures
manual, and year-end closing procedures.

         Reference is made to the circumstances described in (a)(1)(ii) above
regarding Rachlin's having advised the Registrant of the need to expand
significantly the scope of its audit, which subsequently resulted in Rachlin
having expanded the scope of its audit and performing additional auditing
procedures that enabled Rachlin to issue its second report dated August 7, 2003.

         Other than as described herein, during the two most recent fiscal years
and through the date of the dismissals described above, there were no
disagreements over accounting matters, financial disclosures or any other
limitations on the scope or procedure of the independent auditor in the course
of performing professional services and there was no adverse opinion or
disclaimer of opinion, nor were either of their respective reports modified as
to audit scope or accounting principles.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

         (a)      IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
                  --------------------------------------------------

                  As of March 31, 2004, the directors and executive officers of
         the Company, their ages, positions in the Company, the dates of their
         initial election or appointment as a director or executive officer, and
         the expiration of the terms as directors are as follows:
<TABLE>
<CAPTION>
         Name                Age  Position                              Period Served As Director
         ------------------------------------------------------------------------------------------
         <S>                 <C>  <C>                                   <C>
         Gerald Scalzo       33   President/CEO/Acting CFO/Director     February 5, 2003 to present
         Michael Magolnick   33   VP/Chief Operating Officer/Director   February 5, 2003 to present
         Harvey Judkowitz    59   Director, Audit Committee Chairman    January 13, 2004 to present
         -------------------------------------------------------------------------------------
</TABLE>

                  The Company's directors are elected at the annual meeting of
         stockholders and hold office until their successors are elected and
         qualified. The Company's officers are appointed by the Board of
         Directors and serve at the pleasure of the Board and subject to
         employment agreements, if any, approved and ratified by the Board. The
         Company did not hold an annual meeting in 2003.

         GERALD SCALZO
         -------------

                  Gerald Scalzo has served as President, Chief Executive
         Officer, acting Chief Financial Officer and Chairman of the Board of
         Directors of the Company since February 5, 2003. He has also been
         President, Chief Executive Officer and Chairman of IMC since its
         inception in 1995. With a background in finance and marketing, Mr.
         Scalzo formed Trim Express, Inc. in 1993 as a small, private auto and
         boat upholstery company. Trim Express provides reconditioning and
         administrative management services to the Company for a fee. Trim
         Express, also doing business as DFS, provides auto financing/floor
         planning services to the Company for its vehicle financing. See
         "Certain Relationships and Related Transactions".

                  In July 2002 a terminated former IMC employee and his live-in
         girlfriend filed a police report alleging that Mr. Scalzo was involved
         in the unauthorized sale of the girlfriend's vehicle. Mr. Scalzo was
         charged with grand theft auto in the case of State of Florida vs.
         Gerald Scalzo, Case No. 02-17560 in Broward County, Florida. Although
         Mr. Scalzo vehemently denied any wrongdoing, upon advice of counsel and
         to expeditiously resolve the matter, Mr. Scalzo agreed to plead no
         contest to a misdemeanor charge of petty theft. No penalty was assessed
         and the case has since been dismissed and sealed by the Court.

                                       28
<PAGE>

         MICHAEL MAGOLNICK
         -----------------

                  Michael Magolnick has served as Vice President, Chief
         Operating Officer and as a director of IMC since mid- 2002 and was a
         consultant to IMC from mid-2001 through mid-2002. Since February 5,
         2003, Mr. Magolnick has been Vice President, Chief Operating Officer
         and a director of the Company. From 1999 to 2001, he was the founder
         and president of Domain Systems, a leading Internet services company.
         Since 1996 Mr. Magolnick has been a recognized expert in the Internet
         industry having been interviewed and appearing in print in the Wall
         Street Journal, the NY Times, American Venture Magazine, Entrepreneur
         Magazine, eCommerce Times, several editions of The American Business
         Journal and several other national publications. Prior to Domain
         Systems, Mr. Magolnick was the Vice President of Marketing and
         Communications for Platinum Television Group, where he was responsible
         for marketing and Internet initiatives for a $10 million TV production
         company. From 1991 to 1997, he was the president of Venture Consulting
         International, a management and marketing consulting firm, where he was
         involved in executive and operational administration, strategic
         analysis, public relations and marketing. Mr. Magolnick attended the
         University of Florida with a focus on Business Administration and
         Finance and received a certification in Corporate Governance from
         Tulane University Law School in 2004.

         HARVEY JUDKOWITZ
         ----------------

                  Harvey Judkowitz has been a director and Chairman of the Audit
         Committee of the Board of Directors since January 2004. Mr. Judkowitz,
         is a Certified Public Accountant licensed in both New York and Florida.
         From 1988 to date, Mr. Judkowitz has conducted his own CPA practice.
         Mr. Judkowitz is the Chairman of the Board and CEO of UniPro Financial
         Services, Inc., a development stage Florida company. He is currently
         the interim Chief Financial Officer of Kirshner Entertainment &
         Technology, Inc. He was Chairman and CEO of Spectrum Brands, Inc.
         (SBPR) from January 2000 until October 2001, when the Company was sold.
         He currently serves on the Board of Directors and is chairman of the
         audit committees for the following publicly traded companies; Kirshner
         Entertainment & Technology, Inc. where he is also the acting CFO
         (KSHR), Global Business Services, Inc. (GBSS), Webb Mortgage Depot,
         Inc. (WBBM), Pony Express USA (PYXP) and Singing Machine (SMD). In the
         past, he has served as Chief Financial Officer or President of several
         publicly traded companies. Mr. Judkowitz graduated from Pace University
         in 1967 with a BBA in Accounting. Over the past 15 years, Mr. Judkowitz
         has assisted several companies in going public.


         (b)      DIRECTORSHIPS
                  -------------

                  As listed in his biography, only Harvey Judkowitz is an
         executive officer/director of a company with a class of equity
         securities registered pursuant to Section 12 of the Exchange Act or is
         subject to the requirements of Section 15(d) of the Exchange Act. None
         of the Company's executive officers or directors is a director of any
         company registered as an investment company under the Investment
         Company Act of 1940.


         (c       IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES
                  -----------------------------------------------

                  TOM JACOBS
                  ----------

                  Tom Jacobs has served as Controller for the Company since
         December 2003. Prior to joining the Company from August 2002 through
         November 2003, Mr. Jacobs acted as a consultant to several of his
         former clients. Mr. Jacobs was Chief Financial Officer of Biscayne
         Helicopters from July 1997 through August 2002. He was the Controller
         for Crescent Airways, Inc., a publicly traded company, from February
         1986 through July 1997. Crescent Airways grew from a $6 million to a
         $60 million company during his tenure. He was involved with audits,
         financial reporting, budgets and reports to lending institutions.


         (d)      FAMILY RELATIONSHIPS
                  --------------------

                  There are no family relationships.

                                       29
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The Company did not compensate Mr. Scalzo, its President, Chief
Executive Officer and Acting Chief Financial Officer but has accrued his salary,
which is $100,000 for each year.

                           SUMMARY COMPENSATION TABLE
                           --------------------------
<TABLE>
<CAPTION>
                                 Annual Compensation                            Long Term Compensation
                            ------------------------------                -----------------------------------
                                                                            Awards                 Payouts
                                                             Restricted   ----------             ------------
Name and                                         Annual         Stock     Underlying     LTIP       Other
Principal Position   Year   Salary    Bonus   Compensation     Awards       Option     Payouts   Compensation
------------------   ----   -------   -----   ------------   ----------   ----------   -------   ------------
<S>                  <C>    <C>       <C>        <C>           <C>           <C>         <C>         <C>
Gerald Scalzo(1)     2003   100,000   None       100,000        None         None        None        None
C.E.O./Director      2002   100,000   None       100,000        None         None        None        None

M. Magolnick(1)      2003    70,000   None        70,000       5,000         None        None        None
C.O.O./Director      2002    30,000   None        30,000        None         None        None        None
</TABLE>

----------
(1) Neither Mr. Scalzo nor Mr. Magolnick were employed by or affiliated with the
    Company until the Acquisition in February 2003;

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------

         The Company is not subject to Section 12 of the Exchange Act. Gerald
Scalzo and Michael Magolnick each voluntarily filed a Form 3 in February 2003.

OPTION GRANTS IN FISCAL 2003
----------------------------

         None

AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR END OPTIONS/SAR VALUE TABLE
---------------------------------------------------------------------------

         None

LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE
----------------------------------------------

         None

COMPENSATION OF DIRECTORS
-------------------------

         Harvey Judkowitz, the only director who is not an employee of the
Company. He receives annual compensation of $3,500 for attending meetings of the
Board of Directors and 4,167 shares of restricted common stock each month for
his services as Chairman of the Audit Committee. The shares are issued to Mr.
Judkowitz in January of the next fiscal year following his year of service in
that capacity. The first issuance of shares will be in January 2005 for the 2004
fiscal year.

         There was no compensation paid to any director in fiscal 2003.



                                       30
<PAGE>

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN
----------------------------------------------------------------
CONTROL ARRANGEMENTS
--------------------

         Currently, the only employment agreement is between the Company and Tom
Jacobs. The agreement, dated December 1, 2003, provides for Mr. Jacobs to be
employed by the Company as Controller for a term of two years at a base salary
of $50,000 per year and 10,000 shares of restricted common stock.

REPORT ON REPRICING OF OPTIONS
------------------------------

         None

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a)      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  -----------------------------------------------

                  The following table sets forth as of April 15, 2004 the
         ownership of common stock by persons who own beneficially more than 5%
         of the outstanding shares of the Company's common stock:

                   Name and Address         Amount and Nature of     Percent of
Title of Class    of Beneficial Owner      Beneficial Ownership(1)    Class(2)
--------------    -------------------      -----------------------   ----------
Common            Gerald Scalzo
                  1600 W. Sunrise Blvd.
                  Fort Lauderdale, FL 33311       8,534,000(3)         57.60%
----------
(1) All shares are beneficially owned directly by the listed individual
(2) Percentages are calculated based upon approximately 14,814,830 shares issued
    and outstanding on April 15, 2004.
(3) Mr. Scalzo, the Company's President, Chief Executive Officer, Acting Chief
    financial Officer and Chairman of the Board, received 8,500,000 shares in
    connection with the Acquisition on February 5, 2003. The share amount also
    includes 285,000 shares transferred to Mr. Scalzo by a former shareholder
    for no consideration in June 2003. This share amount does not include an
    aggregate of 251,000 shares gifted by Mr. Scalzo between July 2003 and March
    2004 to five non-affiliates for no financial consideration.

         (b)      SECURITY OWNERSHIP OF MANAGEMENT
                  --------------------------------

                   Name and Address         Amount and Nature of     Percent of
Title of Class    of Beneficial Owner      Beneficial Ownership(1)    Class(2)
--------------    -------------------      -----------------------   ----------
Common            Gerald Scalzo                   8,534,000(3)         57.60%
                  1600 W. Sunrise Blvd.
                  Fort Lauderdale, FL 33311

Common            Michael Magolnick                 185,000(4)           1.3%
                  1600 W. Sunrise Blvd.
                  Fort Lauderdale, FL 33311

Common            Harvey Judkowitz                   12,501(5)              *
                  10220 SW 174th Street
                  Miami, FL 33176

Officers and Directors                            8,731,501             58.9%
as a Group  (3 persons)
----------
* Less than 1%

                                       31
<PAGE>

(1) All of the shares are beneficially owned directly by the listed individual.
(2) Percentages are calculated based upon 14,814,830 shares issued and
    outstanding on April 15, 2004.
(3) Mr. Scalzo, the Company's President, Chief Executive Officer, Acting Chief
    financial Officer and Chairman of the Board, received 8,500,000 shares in
    connection with the Acquisition on February 5, 2003. The share amount also
    includes 285,000 shares transferred to Mr. Scalzo by a former shareholder
    for no consideration in June 2003. This share amount does not include an
    aggregate of 251,000 shares gifted by Mr. Scalzo between July 2003 and March
    2004 to five non-affiliates for no financial consideration.
(4) Mr. Magolnick, the Company's Vice President, Chief Operating Officer and a
    director, received 250,000 shares in connection with the Acquisition in
    February 2003 and an aggregate of 5,000 shares pursuant to a Board
    resolution in April 2003. This share amount does not include an aggregate of
    70,000 shares that were gifted to six non-affiliates between February 2003
    and March 2004 for no financial consideration.
(5) Mr. Judkowitz receives 4,167 shares per month for each month he serves as
    Chairman of the Audit Committee of the Board. He was appointed as a director
    and Chairman of the Audit Committee in January 2004. As of March 31, 2004 he
    is entitled to an aggregate of 12,501 shares. All shares are issued to him
    in January of the following year. He will be issued the shares for fiscal
    2004 in January 2005.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    During the past two years, the Company has not entered into a transaction
with a value in excess of $60,000 with a director, officer or beneficial owner
of 5% or more of the Company's common stock, except as disclosed in the
following paragraphs:

                  Gerald Scalzo, the Company's, President, Chief Executive
         Officer, Acting Chief Financial Officer and Chairman of the Board of
         Directors, is the sole owner and President of Trim Express, Inc. which
         also does business under its fictitious name, Dealer Financial Services
         (DFS). DFS is the primary floor planning/finance company for the
         Company. The terms of the agreement with DFS provide for substantially
         lower floor plan fees than those paid by the Company to AFC and MAFS,
         unaffiliated floor plan financing companies used throughout the
         automotive industry. DFS charges the Company $50 per floor-planned
         vehicle whereas AFC and MAFS charges the Company $75 per floor-planned
         vehicle plus interest. Trim Express is also the primary provider of
         vehicle reconditioning services to the Company. During certain periods
         of 2003, the Company hired Trim Express to provide staff and resources
         for various administrative needs, including but not limited to, title
         and tag services, accounts payable and accounts receivable collections
         and miscellaneous administrative and office services. At any given time
         as few as one and as many as four people were actively working in the
         Company's office under this arrangement. The Company paid Trim between
         $500 and $3000 per week for these services, as needed. IMC paid
         approximately $100,000 in 2002 and $103,000 in 2003 for these services.
         In addition, the Company has a $1.5 million line of credit with DFS. As
         of March 31, 2004, the outstanding balance on the line of credit with
         DFS was approximately $1.3 million. In February 2003, Mr. Scalzo
         received 8,500,000 restricted shares of common stock in the Company as
         part of the Acquisition. As of December 31, 2003 the Company had an
         open loan from Mr. Scalzo in the amount of $20,000.

                  Michael Magolnick is the sole owner of Magolnick Consulting,
         which was hired by the Company to do certain public relations and
         management consulting services, in addition to Mr. Magolnick's
         day-to-day responsibilities. For a period of approximately four months
         during 2003, Magolnick Consulting received between $500 and $1000 each
         week for these services. During this time, Mr. Magolnick also received
         compensation from the Company as an employee. In February 2003, Mr.
         Magolnick received 250,000 restricted shares of common stock in the
         Company as part of the Acquisition. In May 2003, due to insufficient
         cash flow, the Board of Directors approved a temporary compensation
         plan for Mr. Magolnick, which included a minimal salary and 1,000
         shares of restricted common stock each week for a short period of time.
         As of the date of this report, a total of 5,000 shares had been issued
         to Mr. Magolnick. In March 2004, the Board of Directors rescinded the
         resolution and the issuance of additional shares to Mr. Magolnick
         effective June 2003. No additional shares are outstanding or due to Mr.
         Magolnick.

                  Harvey Judkowitz has been a director and the Chairman of the
         Audit Committee of the Board of Directors since January 2004. In
         consideration for his services as a director, Mr. Judkowitz receives
         $3,500 annually and 4,167 restricted shares of common stock per month
         for each month he serves as Chairman of the Audit Committee. The shares
         are to be issued to him in January of each calendar year for the
         previous year he serves in such capacity commencing in January 2005.

                                       32
<PAGE>

ITEM 13. CONTROLS AND PROCEDURES

                  Under the supervision and with the participation of the
         Company's management, including the Company's President, Chief
         Executive Officer and Acting Chief Financial Officer, the Company has
         evaluated the effectiveness of the design and operation of its
         disclosure controls and procedures within 90 days of the filing date of
         this annual report, and, based on his evaluation, the President, Chief
         Executive Officer and Acting Chief Financial Officer has concluded that
         these disclosure controls and procedures are effective. There were no
         significant changes in the Company's internal controls or in other
         factors that could significantly affect internal controls subsequent to
         the date of their evaluation.

                                     PART IV

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         (a)      AUDIT AND AUDIT-RELATED FEES
                  ----------------------------

                  In 2002, the Company did not report any Audit/Audit-Related
         Fees. For the year ended December 31, 2003, the Company worked with two
         principal accountants, Rachlin Cohen & Holtz, LLP and Berkovits, Lago
         and Company, LLP. A total of approximately $152,500 was paid in fees
         associated directly with the audit and audit-related activities. In
         2003, $118,300 was paid to Rachlin, Cohen & Holtz, LLP and $3,000 to
         Berkovits Lago & Company, LLP. Of the $152,500, $31,200 was paid to
         Rachlin Cohen & Holtz, LLP in February 2004 for services billed in
         2003.

         (b)      TAX FEES
                  --------

                  No tax-related fees were billed by a principal accountant in
         2002 or 2003.

         (c)      ALL OTHER FEES
                  --------------

                  No other principal account fees have been recorded.


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)      DOCUMENTS FILED AS PART OF THIS REPORT:
                  ---------------------------------------

                  See Index to Financial Statements attached which are included
         as an integral part of this Report

         (b)      REPORTS ON FORM 8-K:
                  --------------------

                  In the last quarter of the 2003 fiscal year, the Company filed
         one Current Report on Form 8-K relating to the change in auditor from
         Rachlin Cohen and Holtz LLP on November 5, 2003 to Berkovitz, Lago &
         Company, LLP. The Form 8-K, filed on November 12, 2003 reported the
         change of auditor and related information. See Item 8 in this Annual
         Report.

         (c)      EXHIBITS:
                  ---------

                  Exhibit 3.1       Certificate of Incorporation was filed
                                    as an exhibit to the Company's Form SB-2
                                    filed with the Commission on May 23, 2002
                                    and is incorporated herein by this
                                    reference.
                  Exhibit 3.2       Certificate of Amendment to the
                                    Certificate of Incorporation was filed as an
                                    exhibit to the Company's Form 8-K filed with
                                    the Commission on February 7, 2003 and is
                                    incorporated herein by this reference.
                  Exhibit 3.3       Articles of Incorporation for
                                    Intelligent Motor Cars, Inc. was filed as an
                                    exhibit to the Company's Form 10-KSB filed
                                    with the Commission on May 23, 2003 and is
                                    incorporated herein by this reference.
                  Exhibit 3.4       By-Laws was filed as an exhibit to the
                                    Company's Form SB-2 filed with the
                                    Commission on May 23, 2002 and is
                                    incorporated herein by this reference.
                  Exhibit 3.5       Audit Committee By-Laws


                                       33
<PAGE>

                  Exhibit 10.1      Agreement and Plan of Share Exchange among
                                    Harrison Holdings, Inc., Intelligent Motor
                                    Cars, Inc. and the shareholders of
                                    Intelligent Motor Cars, Inc. dated
                                    February 5, 2003 was filed as an exhibit to
                                    the Company's Form 8-K filed with the
                                    Commission on February 7, 2003 and is
                                    incorporated herein by this reference.
                  Exhibit 10.2      Line of Credit Agreement between the Company
                                    and Dealer Financial Services
                  Exhibit 10.3      Employment Agreement between the Company and
                                    Tom Jacobs
                  Exhibit 10.4      Property Lease for 1600 W. Sunrise Blvd
                  Exhibit 10.5      Property Lease for 1650D W. Sunrise Blvd
                  Exhibit 31        Section 302 Certification
                  Exhibit 32        Section 906 Certification

                                       34
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
         Exchange Act of 1934, the Registrant has duly caused this report to be
         signed on its behalf by the undersigned, thereunto duly authorized.


                                             Intelligent Motor Cars Group, Inc.
Dated: April 28, 2004

                                             By: /s/ Gerald Scalzo
                                                 -------------------------------
                                                 Gerald Scalzo, CEO / Acting CFO



         Pursuant to the requirements of the Securities Exchange Act of 1934,
         this report has been signed by the following persons in the capacities
         and on the dates indicated.
<TABLE>
<CAPTION>
         SIGNATURE                          TITLE                                                         DATE
         ---------                          -----                                                         ----

         <S>                                <C>                                                           <C>
         /s/ Gerald Scalzo                  Chairman of the Board, President, CEO, Acting CFO             April 28, 2004
         ---------------------------        -------------------------------------------------             --------------
         Gerald Scalzo                      Title


         /s/ Michael Magolnick              Vice President, Chief Operating Officer, Director             April 28, 2004
         ---------------------------        -------------------------------------------------             --------------
         Michael Magolnick                  Title


         /s/ Harvey Judkowitz               Chairman of the Audit Committee, Director                     April 28, 2004
         ---------------------------        -----------------------------------------                     --------------
         Harvey Judkowitz                   Title
</TABLE>

                                       35
<PAGE>

EXHIBIT INDEX

                  Exhibit 3.1       Certificate of Incorporation was filed
                                    as an exhibit to the Company's Form SB-2
                                    filed with the Commission on May 23, 2002
                                    and is incorporated herein by this
                                    reference.
                  Exhibit 3.2       Certificate of Amendment to the
                                    Certificate of Incorporation was filed as an
                                    exhibit to the Company's Form 8-K filed with
                                    the Commission on February 7, 2003 and is
                                    incorporated herein by this reference.
                  Exhibit 3.3       Articles of Incorporation for
                                    Intelligent Motor Cars, Inc. was filed as an
                                    exhibit to the Company's Form 10-KSB filed
                                    with the Commission on May 23, 2003 and is
                                    incorporated herein by this reference.
                  Exhibit 3.4       By-Laws was filed as an exhibit to the
                                    Company's Form SB-2 filed with the
                                    Commission on May 23, 2002 and is
                                    incorporated herein by this reference.
                  Exhibit 3.5       Audit Committee By-Laws
                  Exhibit 10.1      Agreement and Plan of Share Exchange among
                                    Harrison Holdings, Inc., Intelligent Motor
                                    Cars, Inc. and the shareholders of
                                    Intelligent Motor Cars, Inc. dated
                                    February 5, 2003 was filed as an exhibit to
                                    the Company's Form 8-K filed with the
                                    Commission on February 7, 2003 and is
                                    incorporated herein by this reference.
                  Exhibit 10.2      Line of Credit Agreement between the Company
                                    and Dealer Financial Services
                  Exhibit 10.3      Employment Agreement between the Company and
                                    Tom Jacobs
                  Exhibit 10.4      Property Lease for 1600 W. Sunrise Blvd
                  Exhibit 10.5      Property Lease for 1650D W. Sunrise Blvd
                  Exhibit 31        Section 302 Certification
                  Exhibit 32        Section 906 Certification

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