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 DECEMBER 31, 2004
                                         ------------------


                       Commission file number: 333-88952


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


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


              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 (December 31, 2004), the aggregate market value of the
registrant's common stock of $0.36) held by non-affiliates (all persons other
than executive officers, directors and holder's of 10% or more of the
Registrant's common stock) (156,189,600 post-split shares) was not determinable.

     As of March 31, 2005 there were 184,639,810 post-split 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. Principal Accountant Fees and Services
         Item 15. Exhibits, Financial Statement Schedules and Reports

         SIGNATURES

         CERTIFICATION

         EXHIBIT INDEX

                                       2
<PAGE>

                                     PART I

ALL SHARE AMOUNTS REFLECT A 7:1 FORWARD SPLIT OF THE ISSUED AND OUTSTANDING
COMMON STOCK ON JANUARY 18, 2005 UNLESS OTHERWISE INDICATED.

ITEM 1.  DESCRIPTION OF BUSINESS

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

                  Certain portions of this Annual Report on Form 10-KSB/A
         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
         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",
         "Registrant" 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 has six full
         time employees at its dealership location - 1600 W. Sunrise Blvd., 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.
         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.

                                       3
<PAGE>

BUSINESS DEVELOPMENT

                  In general, it is the Company's objective to continue to
         expand its used car operations by launching buy-here/pay-here car lots
         as well as expansion of its financing business. This is solely
         dependent upon the Company's ability to fund the expansion, which it
         has been unable to do as of the date of this Report.

         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 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 2004 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  Financing and 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. Although there is no assurance that the
            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. The Company currently operates one retail location, which
            has been designated as its retail headquarters (HQ). 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.


            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, and a lot attendant. In
            addition, the HQ houses the back office, which includes the title
            department, accounting and executive offices.

         o  Plans For the Future. 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.

            It is planned that each dealership will service the community within
            a five-mile radius. In the Fort Lauderdale metropolitan 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 and, to date,
            the funding necessary has not been available for expansion.

            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 12 months.

                                       4

<PAGE>

            In February 2005, Intelligent Motor Cars Group entered into a
            one-year renewable agreement with Cross Capital Fund, LLC (the
            "Fund") to fund $2,500,000 over the next year beginning in the
            second quarter of 2005. Intelligent Motor Cars Group will issue
            2,500,000 shares of its Series A 6% Cumulative Convertible Preferred
            Stock ("Preferred Stock") for the funds advanced. In addition,
            Intelligent Motor Cars Group will pay a monthly management fee of
            $10,000 to the Fund in either cash or free-trading shares and will
            issue a warrant to the Fund for 500,000 post-split shares of common
            stock. The terms of the warrant have not been determined as of the
            date of this Report. In exchange for the equity funding, Intelligent
            Motor Cars Group will receive an Investor Membership Interest in the
            Fund. The Fund has "piggyback" registration rights for the shares of
            common stock that may be issued upon conversion of the Preferred
            Stock as described in the agreement and the exercise of the
            warrant. As of the date of this Report, no funding has been received
            from the Fund, no Preferred Stock has been issued and there has been
            no warrant issued to the Fund.


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.

         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 50 vehicles at all times. 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 non detachable warrantsy.

            Initial sales result from advertising in various local auto
            publications and walk-in traffic. The Company has an extensive
            referral network and approximately 8-10% of all business is 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 internally and through
            outside banking sources for its customers who purchase a vehicle at
            its retail location and need outside financing. 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, or

                                       5

<PAGE>

            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.

         o  Collections. The Company's in-house collections department services
            all of its internal 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. 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. For 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.

            The sales management team and the buyers meet 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.


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.


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.

                                       6

<PAGE>

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.

EMPLOYEES

                  As of December 31, 2004 the Company had approximately six (6)
         full time employees. In addition, the Company has a management contract
         with Dealer Financing Service Ltd., "DFS" 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, 2004 the Company leased its dealership
         property. This property is 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 location at 1600 was leased pursuant to a five-year lease
         with renewal options from an unaffiliated third party. The Company paid
         $5,538.50/month for this space. On March 1, 2005 the Company entered
         into a new five year lease with monthly rent of $4,740.

                                       7

<PAGE>

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, 2004.



                                     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 IMTR. Prior to
         the forward split in January 2005, the trading symbol for the common
         stock was "IMCG". The following table sets forth, by fiscal quarter,
         the post-split high and low closing sale prices reported by OTCBB for
         the Company's common stock for the periods indicated.

              FISCAL 2004
                  Quarter Ended             High Bid Low Bid
                  ------------------------------------------
                  March 31, 2004            $.63       $0.05
                  June 30, 2004             $.55       $0.19
                  September 30, 2004        $.26       $0.04
                  December 31, 2004 $1.01              $0.04
                  March 31, 2005            $.02       $0.01

                  As of December 31, 2004, there were approximately 500
         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 70,000,000 post-split 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).

                                       8

<PAGE>

         The reported results of operations of the Company after completion of
         the Acquisition reflect the historical results of operations of IMC.

                  On January 13, 2004 70,000 post-split shares of restricted
         common stock were issued to the Controller of the Company for $7,500 of
         compensation.

                  On November 11, 2004, 7,000,000 shares of restricted common
         stock (post-split) were issued to the CEO of the Company for debt
         reduction owed to Dealer Financing Services, "DFS", a related party, in
         the amount of $50,000.

                  On November 29, 2004, 2,765,000 shares of restricted common
         stock (post-split) were issued to three non -affiliated investors
         through a private transaction by the Company for the amount of $27,883.

                  On December 1, 2004 42,651,000 post-split shares of restricted
         common stock were issued to five non-affiliated investors through a
         private transaction by the Company for the payment of private investor
         notes payable in the amount of $291,009 for principal and accrued
         interest.

                  On January 13, 2005, the Company amended its Certificate of
         Incorporation to increase its authorized common stock from 100,000,000
         to 200,000,000 shares.

                  On January 18, 2005, the Company effected a 7:1 forward split
         of its common stock. As a result the number of issued and outstanding
         shares of common stock increased to 156,189,810.

                  On March 3, the Board of Directors authorized and approved the
         conversion of all debt owed at December 31, 2004 by the Company to
         Gerald Scalzo, the Company's Chief Executive Officer, Chairman of the
         Board of Directors and a major shareholder, into 14,000,000 post-split
         shares of restricted common sotck at a conversion price of $.01 per
         share based upon a percentage value of the sale price of a share of
         common stock on March 2, 2005, the trading day immediately preceding
         the date of the Board's action. As of December 31, 2004, the Company
         was indebted to Gerald Scalzo for past due compensation of $350,000.
         With the issuance, Mr. Scalzo retired $140,000 of the past due
         compensation owed to him, leaving a balance due of $210,000.

                  Also on March 3, 2005, the Board of Directors authorized and
         approved (i)the issuance of 2,500,000 post-split shares of restricted
         common stock to Michael Magolnick in lieu of cash compensation for
         services as Chief Operating Officer for the fiscal year ended December
         31, 2004, and (ii) 350,000 post-split shares of restricted common stock
         to Harvey Judkowitz as compensation for serving as a director and as
         Chairman of Board's Audit Committee for the 2005 fiscal year, all at a
         price of $.01 per share based upon a percentage value of the sale price
         of a share of common stock on March 2, 2005, the trading day
         immediately preceding the date of the Board's action.

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 2004 was a turning point for the Company. The
         first quarter results were promising but due to a lack of funding, in
         the second quarter the Company sold its finance book to Wells Fargo and
         other third party finance companies to satisfy debt. The Company
         realized a loss of $149,000. The Company maintained its sales patterns
         throughout the third and fourth quarters consistent with previous years
         and expects this trend to continue into 2005. Because of this business
         migration and uncertainties surrounding efforts to obtain financing for
         the Company throughout 2004, we continue to anticipate incurring losses
         in the foreseeable future, possibly through fiscal year end 2005. 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 all of the
         necessary additional capital will be obtained.

                                       9

<PAGE>

                  Overall, as shown below, the Company has been somewhat
         successful in executing its business plan for fiscal 2004 and expects
         to continue the execution of its business plan, which includes the
         expansion of its sales division and re-launch of its internal financing
         division in 2005. It is management's estimation that this strategic
         execution may enable the Company to report gross sales for the year
         ending December 31, 2005 equal to or greater than the comparable period
         in 2004 although no assurance can be given that this will occur due to
         the Company's continuing lack of funding to achieve its business goals,
         including for expansion.


RESULTS OF OPERATIONS

         Year-ended December 2004 and 2003

                  In 2004, the Company continued its pattern of sales, selling
         an average of 40 vehicles per month. Early in the year, the Company
         financed a majority of its own sales, however due to market changes and
         a lack of funding, the Company was forced to sell its finance book to
         Wells Fargo for cash which helped the Company clear debt and continue
         its sales operations. The sale resulted in a loss of $140,000. The
         balance of all notes receivables as of August 24, 2004 were
         transferred to DFS, a related party, and, as a result, IMC's debt was
         reduced dollar for dollar for the net book value of the receivables

                  For the fiscal year ended December 31, 2004, the Company's
         total assets are reported at just over $580,600, which is a decrease
         from the asset base in 2003.

                  The decrease in total assets is attributed to debt reduction
         through the sale of the finance book; as of August 24, 2004 in the
         amount of approximately $1.5 million to a related party and to satisfy
         related party debt in the second and third quarters of 2004. At
         December 31, 2004, the Company had approximately $161,000 in net
         receivables.

                  For fiscal year 2004, the Company reduced its current
         liabilities by 38% from $2.6 million to $1.6 million as a result of the
         debt reduction strategy.

                  Net loss for the full year 2004 was ($337,602) or ($0.003) per
         share versus a net loss of ($1,009,110) or ($0.011) per share for the
         fiscal year ended December 31, 2003.

                  Sales for fiscal year 2004 were $5.8 million versus $7.4
         million for fiscal year 2003. Because of the Company's focus on cash
         and wholesale sales from the second through fourth quarters and the
         necessity to sell its notes, the Company only recognized $380,000 in
         financing income. Sales from operations in 2004 was significantly less
         than in fiscal 2003 due to less working capital and more focus on cash
         sales, which resulted in the sale of fewer units.

                  Cost of Goods Sold for fiscal year 2004 were $5.1 million
         versus $7.1 million in 2003. The decrease is due to our lower margins
         in retail sales and cost cutting measures.

                  General and administrative costs were $843,435 in fiscal year
         2004 and $1,135,478 in fiscal year 2003. This reduction was due to the
         Company becoming publicly traded in 2003 resulting in significantly
         greater professional fees of $543,835 in fiscal 2003. As a result
         professional fees in 2004 were $196,986. In addition, officers
         compensation was reduced from $123,288 to $39,633 for the fiscal year
         2004.

                   Other expenses for fiscal year 2004 were higher due to the
         loss of $149,000 on the sale of notes receivable.

LIQUIDITY AND CAPITAL RESOURCES

                  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. 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 or in sufficient amounts. 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,
         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, other financing sources and/or joint venture partners.
         Management will use its best efforts to raise the additional funds to

                                       10

<PAGE>

         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.

                  To obtain the financing we require, in February 2005, we
         entered into a one-year renewable agreement with Cross Capital Fund,
         LLC (the "Fund") to fund $2,500,000 over the next year beginning in the
         second quarter of 2005. IMC will issue 2,500,000 shares of its Series A
         6% Cumulative Convertible Preferred Stock ("Preferred Stock") for the
         funds advanced. In addition, Intelligent Motor Cars Group will pay a
         monthly management fee of $10,000 in cash or free-trading shares and
         issue a warrant to the Fund for 500,000 post-split shares of common
         stock. As of the date of this Report the final terms of the warrant
         have not been determined. In exchange for equity funding, Intelligent
         Motor Cars Group will receive an Investor Membership Interest in the
         Fund. The Fund has "piggyback" registration rights for the shares of
         common stock that may be issued upon a conversion of the Preferred
         Stock as set forth in the agreement and is expected to have the same
         registration rights upon the exercise of the warrant.


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.



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.

                                       11

<PAGE>

         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.

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

                                       12

<PAGE>

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.

         REPORT OF BERKOVITS, LAGO & COMPANY, LLP

         CONSOLIDATED BALANCE SHEET

         CONSOLIDATED STATEMENTS OF OPERATIONS

         CONSOLIDATED STATEMENTS OF CASH FLOWS

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





                                       13
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


Board of Directors
Intelligent Motor Cars Group, Inc
Fort Lauderdale, Florida

We have audited the accompanying consolidated balance sheet of Intelligent Motor
Cars Group, Inc (the "Company") as of December 31, 2004, and the related
consolidated, statements of operations, stockholders' deficiency, and cash flows
for the two years then ended. These consolidated financial statements are the
responsibility of Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (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. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we do not express such an opinion. 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
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above presents
fairly, in all material respects, the consolidated financial position of
Intelligent Motor Cars Group, Inc, as of December 31, 2004, and the results of
their operations and their cash flows for the two years 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, 2004, 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.


Berkovits, Lago & Company, LLP
Fort Lauderdale, Florida
March 30, 2005


                                       14
<PAGE>


                INTELLIGENT MOTOR CARS GROUP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2004

<TABLE>
<CAPTION>
<S>                                                                                <C>
                                     ASSETS
                                     ------
Current Assets
          Cash and cash equivalents                                                $    14,447
         Notes and Accounts Receivable, Net                                            161,392
          Inventories                                                                  220,254
                                                                                   -----------
             Total current assets                                                      396,093
                                                                                   -----------
        Property and Equipment, Net                                                    164,283
        Other Assets                                                                    20,254
                                                                                   -----------
             Total Assets                                                          $   580,630
                                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                      ----------------------------------------
Current Liabilities

          Notes Payable:
          - Floor Plan Notes - Related Party                                       $   950,539
          -  Floor Plan Notes - Finance Company                                        130,715
          Accounts payable and accrued liabilities                                     231,546
          Accrued officer compensation                                                 325,000
          Current portion of long term debt                                              5,876
                                                                                   -----------
             Total current liabilities                                               1,643,676
                                                                                   -----------
          Long-term debt, net of current portion                                        17,150
                                                                                   -----------
             Total liabilities                                                       1,660,826
                                                                                   -----------
Stockholders' Deficiency:
           Common Stock - $.001 par value  200,000,000 shares
           authorized, 156,189,600 shares issued and outstanding                       156,191
           Additional paid-in-capital                                                3,191,972
           Accumulated deficit                                                      (4,428,359)
                                                                                   -----------
             TOTAL STOCKHOLDERS' DEFICIENCY                                         (1,080,196)
                                                                                   -----------
             TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                        $   580,630
                                                                                   ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       15

<PAGE>

                INTELLIGENT MOTOR CARS GROUP, INC. AND SUBSIDARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31,


<TABLE>
<CAPTION>
                                                                2004            2003
                                                            ------------    ------------
<S>                                                         <C>             <C>
Revenues

              Sales of vehicles, net                        $  5,454,731    $  7,352,574
              Finance Income, net                                380,472          19,946
                                                            ------------    ------------
Total revenues                                                 5,835,203       7,372,520

Cost of sales
              Cost of sales - purchase of automobiles          4,268,633       6,040,629
              Cost of sales - other                              857,009       1,036,975
                                                            ------------    ------------

Total cost of sales                                            5,125,642       7,077,604
                                                            ------------    ------------
Gross profit                                                     709,561         294,916

General and administrative expenses:
              Stock based compensation                             7,500              --
              Officers' compensation                              39,633         123,288
              Selling, general and administrative                753,162         988,243
              Depreciation expense                                43,140          23,947
                                                            ------------    ------------
General and administrative expenses                              843,435       1,135,478

Loss from operations                                            (133,874)       (840,562)

Other expenses                                                  (203,729)       (168,548)
                                                            ------------    ------------
Loss before provision for income taxes                          (337,603)     (1,009,110)

Provision for income taxes                                            --              --
                                                            ------------    ------------
Net loss                                                    $   (337,603)   $ (1,009,110)
                                                            ============    ============
Net loss per common share - basic and diluted               $      (.003)   $      (.011)
                                                            ============    ============

Weighted average number of shares outstanding                108,497,564      94,283,252
                                                            ============    ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       16

<PAGE>

                INTELLIGENT MOTOR CARS GROUP, INC. AND SUBSIDARY
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


<TABLE>
<CAPTION>
                                                                                     ADDITIONAL      ACCUMU-
                                                        NUMBER OF                     PAID-IN        LATED
                                                         SHARES       PAR VALUE       CAPITAL        DEFICIT         TOTAL
                                                      -----------    -----------    -----------    -----------    -----------
<S>                                                     <C>          <C>            <C>            <C>            <C>
Balances at
December 31, 2002                                           3,500    $     3,500    $ 2,248,974    $(3,081,646)   $  (829,175)
                                                      -----------    -----------    -----------    -----------    -----------



Reverse merger of IMCG                                196,266,000        196,266       (201,169)            --         (4,900)
      To combine IMCG with IMC under the reverse
      acquisition method of business combinations

Issue 10,000,000 shares of IMCG common stock
      to former stockholders of IMC in exchange for
      their 500 shares of common stock                 69,996,500         66,500         (66,500)           --             --

Return of 23,500,000 shares of Harrison Holdings
      common stock pursuant to the combination
      with par value at $0.001 per share             (164,500,000)      (164,500)       164,500             --             --


Sale of 203,633 shares pursuant to a subscription
agreement at a  price of $1.30 to $1.50 per share       1,425,431          1,428        288,572             --        290,000

Issuance of 255,717 shares to settle notes
payable and related interest                            1,790,019          1,785        393,215             --        395,000

Issuance of 10,450 shares to delay interest
payments on notes payable                                  73,150             77         10,373             --         10,450

Issue 5,000 shares for services                            35,000             35         18,715             --         18,750

Issuance of 10,000 shares for services                     70,000             70          9,930             --         10,000

Return of 208,000 shares to treasury                   (1,456,000)        (1,456)         1,456             --             --

Net loss for the period                                        --             --             --     (1,009,110)    (1,009,110)
                                                      -----------    -----------    -----------    -----------    -----------
Balance at December 31, 2003                          103,703,600        103,705      2,868,066     (4,090,756)    (1,118,985)
                                                      -----------    -----------    -----------    -----------    -----------

Private placement                                       2,765,000          2,765         25,118             --         27,883

Shares issued to controller in lieu of compensation        70,000             70          7,430             --          7,500

Conversion of debt for stock                            7,000,000          7,000         43,000             --         50,000

Conversion of debt and accrued interest for stock      42,651,000         42,651        248,358             --        291,009

Net loss for the period                                        --             --             --       (337,603)      (337,603)
                                                      -----------    -----------    -----------    -----------    -----------
Balance at December 31, 2004                          156,189,600    $   156,191    $ 3,191,972    $(4,428,359)   $(1,080,196)
                                                      ===========    ===========    ===========    ===========    ===========
</TABLE>

                                       17

<PAGE>

                INTELLIGENT MOTOR CARS GROUP, INC. AND SUBSIDARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>

Cash Flows from Operating Activities:
                                                              2004           2003
                                                           -----------    -----------
<S>                                                        <C>            <C>
Net loss                                                   $  (337,603)   $(1,009,110)
   Adjustments to reconcile loss to net cash
   provided by (used in) operating activities:
       - Depreciation                                           43,140         23,947
       - Provisions for doubtful accounts                       48,616         (2,000)
       - Conversion of Harris Holdings                              --         (4,900)
       - Conversion of stock for services                           --         28,750
       - Stock based compensation                                7,500             --
       - Conversion of interest for stock                       11,975         10,450
       Changes in operating assets and liabilities:
          (Increase) decrease in :
             Accounts Receivable                                65,595        227,046
             Notes Receivable                                 (861,303)      (772,198)
             Inventories                                       141,310       (100,534)
             Other                                              (5,392)        (4,481)
          Increase (decrease) in :
             Accounts payable and accrued liabilities         (270,981)       460,635
             Changes in accrued officer compensation            25,000        100,000
                                                           -----------    -----------
    Net provided by cash (used) in operating activities     (1,132,143)    (1,042,395)
                                                           -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Acquisitions of Property and Equipment                       (25,502)      (123,192)
                                                           -----------    -----------
               Net cash used in investing activities           (25,502)      (123,192)
                                                           -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES :

   Proceeds from notes payable - related parties             1,086,483      1,224,369
   Payments on floorplan loans - un-related party                8,059        (11,141)
   Payments on stockholder loans payable                            --       (260,576)
   Proceeds from notes                                              --         11,147
   Payment on notes                                             (9,026)       (43,432)
   Proceeds from Issuance of Common Stock                       27,883        265,000
                                                           -----------    -----------
               Net cash provided by financing activities     1,113,399      1,185,367
                                                           -----------    -----------


NET INCREASE (DECREASE) IN CASH                                (44,246)        19,780

CASH, BEGINNING OF YEAR                                         58,693         38,913

                                                           -----------    -----------
CASH, END OF YEAR                                          $    14,447    $    58,693
                                                           ===========    ===========

Supplemental Disclosure of Cash Flow Information
     Cash paid during the period for interest              $    55,200    $    90,641
                                                           ===========    ===========


Notes and interest payable converted to stock              $   341,009    $   692,450
                                                           ===========    ===========

Notes receivable exchanged for related party debt          $ 1,556,345    $        --
                                                           ===========    ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements

                                       18

<PAGE>

                INTELLIGENT MOTOR CARS GROUP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2004 AND 2003


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's
         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.

                  Headquartered in Fort Lauderdale, Florida, IMCG employs
         approximately six people in its Fort Lauderdale location at 1600 W.
         Sunrise Blvd., 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
         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 to 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 history 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 years ended December 31, 2004 and 2003 the Company suffered net
         losses of approximately $338,000 and $1 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:

                  The Company's objective is to continue to expand its used car
         operations by launching other Buy-Here/Pay-Here car lots as well as
         expanding its consumer financing division. Management believes this
         would allow the Company to execute its business plan and achieve its
         revenue projections by providing working capital for inventory and
         financing activities. The Company will need to raise capital in order
         to effectively achieve its plan.

                                       19

<PAGE>


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

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

                  The consolidated financial statements include the accounts of
         Intelligent Motor Cars Group, Inc. 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, 2004. 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.

                                       20

<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 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)       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.

h)       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 guarantees of debt. There were
         no derivative financial instruments at December 31, 2004. The carrying
         values of these financial instruments approximate their fair market
         value as of December 31, 2004.

i)       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. Sales persons average $150-$200 per vehicle in commissions.

j)       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.
         Diluted net loss per common share has not been presented, as there were
         no options or non detachable warrantss granted or convertible preferred
         stock outstanding at the end of the years presented.

k)       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 Company's common stock at the date of the grant over
         the amount an employee must pay to acquire the stock. No stock options
         were issued in 2004.

                                       21

<PAGE>

l)       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.

m)       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.


n)       Advertising
         -----------

                  Advertising costs are charged to expense as incurred.

o)       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.

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

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


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

         Notes and accounts receivable consists of the following as of December
31, 2004:

Notes receivable on financed vehicles, principal and interest at rates
ranging from 20-30% due in monthly installments collateralized by
respective titles                                                     $ 127,157
Wholesale Receivables                                                    34,235
Retail Receivables                                                       95,616
                                                                      ---------
                                                                        257,008
Less: Allowance for retail doubtful accounts                            (95,616)
                                                                      ---------
                                                                      $ 161,392
                                                                      =========

                                       22

<PAGE>

         IMC sold notes receivable to Wells Fargo and other finance companies.
The loss on the sale to Wells Fargo was approximately $140,000. The loss on the
sale to other finance companies was approximately $9,000.

NOTE 5:  INVENTORY
-------  ---------

            Inventory is comprised of the following as of December 31, 2004:

                      Pre-owned vehicle inventory             $220,254
                                                              --------
                                                              $220,254
                                                              ========


NOTE 6:  PROPERTY AND EQUIPMENT, NET
------   ----------------------------

         Property and equipment consisted of the following at December 31, 2004

                 Trackers                                     $ 75,307
                 Equipment - Auto                               38,940
                 Equipment - Office                             44,788
                 Equipment - Shop                               14,393
                 Building Improvements                          75,152
                                                              --------
                                                               248,580
Less: accumulated depreciation and amortization                 84,297
                                                              --------
                                                              $164,283
                                                              ========

                  For the year ended December 31, 2004 and 2003, depreciation
         and amortization was approximately $43,000 and $24,000 respectively.


NOTE 7:  NOTES PAYABLE
------   -------------

         Notes payable consist of the following as of December 31, 2004:

        (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 note is
            non-interest bearing and is payable as vehicles are sold
            along with a $50 fee for each vehicle.                    $  950,539

        (b) Floor Plan Notes-Finance Company Borrowings under floor
            plan credit facilities of $150,000 from one finance
            company. This facility bears interest of 2.5% 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.              130,715
                                                                      ----------
                                                                      $1,081,254
                                                                      ==========

                  On December 1, 2004 43,651,000 post-split shares of common
         stock were issued to five non-affiliated investors through a private
         transaction by the Company for the payment of private investor notes
         payable in the amount of $291,009 for principal and accrued interest.

                                       23

<PAGE>

NOTE 8:  LONG -TERM DEBT, NET OF CURRENT PORTION
------   ---------------------------------------

         Long-term debt, net of current portion consists of the
         following at December 31, 2004:

         6 3/8% term note payable to financial institution,              $23,026
         collateralized  by vehicle. Due in monthly payments of
         $599 through August 2008

         Less: Current portion                                           (5,876)
                                                                         -------
         Long-term debt, net of current portion                          $17,150
                                                                         =======

         As at December 31, 2004 the aggregate maturities of long-term
         debt are as follows:

                                YEAR                 AMOUNT
                                ----                -------
                                2005                $ 5,876
                                2006                  7,179
                                2007                  6,669
                                2008                  3,302
                                                    -------
                                Total               $23,026
                                                    ========


NOTE 9:  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, 2004 and 2003 total rent expense was $87,654 and
         $92,186 respectively. In addition to rent, the Company is responsible
         for operating costs, real estate taxes and insurance.

                  As of December 31, 2004, future minimum annual rental
         commitments under operating leases are as follows:

                                Year                    Amount
                                ----                    ------
                                2005                  $ 56,880
                                2006                    56,880
                                2007                    56,880
                                2008                    56,880
                                2009                    56,880
                                                      --------
                                                      $284,400
                                                      ========


NOTE 10: INCOME TAXES
-------- ------------

         The Company has no current or deferred income tax due to its operating
         losses. The Company has a federal net operating loss carry forward at
         December 31, 2004 and 2003 of $ 1,346,377 and $1,008,775, respectively,
         subject to annual limitations prescribed by the Internal Revenue Code,
         that are available to offset future taxable income through 2023. A
         valuation allowance has been recorded to offset the net deferred taxes
         due to uncertainty of the Company's ability to generate future taxable
         income.


         Deferred taxes consist of the following:

                                                                      2004
                                                                   ---------
                    Deferred tax assets:
                         Net operating loss carry forwards         $ 546,352
                         Less valuation allowance                   (543,352)
                                                                   ---------
                    Net deferred tax assets                        $      --
                                                                   =========

                                       24

<PAGE>

                  The Company's tax expense (benefit) differs from the
         "expected" tax expense for the period ended December 31, (computed by
         applying the Federal Corporate tax rate of 34% to loss before taxes),
         as follows:
<TABLE>
<CAPTION>
                                                                                2004         2003
                                                                             ----------    ---------
                <S>                                                         <C>            <C>
                Statutory rate applied to loss before income taxes          $ (114,784)    $(357,000)
                    State income taxes, net of federal income tax effect       (18,568)      (53,000)
                   Changes in valuation allowance of deferred tax asset        133,352       410,000
                                                                            ----------     ---------
                                                                             $       --     $       --
                                                                            ==========     ==========
</TABLE>

                  The Company operated as a Subchapter S Corporation prior to
         the Plan of Reorginization. The Company terminated the S Corporation
         election on February 5, 2003.


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

                  In December 2003 the Company sold 2,765,000 post-split shares
         through a private transaction. Total proceeds received from this
         issuance amounted to $27,883. These shares were issued in 2004.

                  On January 13, 2004, 70,000 post-split shares of restricted
         common stock was issued to the now CFO for $7,500 of compensation.

                  On November 11, 2004, 7,000,000 shares (post-split) were
         issued to the CEO of the Company for debt reduction to Dealer Financing
         Company, a related party, in the amount of $50,000.

                  In December 2004, IMC 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 $.05 for one share basis. The Company issued
         42,651,000 post-split shares upon the conversion of an aggregate of
         $291,000 in principal and accrued interest.


NOTE 12: RELATED PARTY TRANSACTIONS
-------- --------------------------

                  In 2004 and in 2003, 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 $12,000 and deferred $25,000 in 2004,
         $100,000 of compensation was deferred in 2003 and $200,000 in 2002. As
         a result, the accompanying financial statements include an accrual for
         compensation due to this officer/stockholder in the amount of $325,000.

                  An entity owned by the Company's CEO/majority stockholder
         provides vehicle-reconditioning services to the Company. The Company
         incurred reconditioning costs of approximately $93,000 and $250,000 in
         2004 and 2003, respectively for services performed by this entity.

                  Throughout 2004 the Company leased certain office personnel
         from an entity owned by the Company's CEO/majority stockholder. The
         Company paid approximately $46,000 and $100,000 to this entity for
         leased personnel in 2004 and 2003, respectively.

                  During 2004 the Company reduced $1.5 million in debt by
         transferring its notes receivable as of August 24, 2004 to an
         affiliated company, on a dollar for dollar basis. If the Company sold
         notes to third party finance companies, they would discount the notes
         receivable, which would result in a loss to the Company.

                  On November 11, 2004, 7,000,000 shares (post-split) were
         issued to the CEO of the Company for debt reduction owed to DFS, a
         related party, in the amount of $50,000.

                                       25

<PAGE>


NOTE 13: OTHER INCOME AND EXPENSES
-------  -------------------------

                  Other income/expenses comprised of the following at
         December 31, 2004 and 2003:

                                                          2004          2003
                                                       ---------     ---------
                  Loan discount                        $ 148,539     $      --
                  Interest expense                        55,200        90,641
                  Sublet rental income                        --        (1,226)
                  Other Income                               (10)      (20,867)
                  Cost associated with acquisition            --       100,000
                                                       ---------     ---------
                                                       $ 203,729       168,548
                                                       =========     =========


NOTE 14: SUBSEQUENT EVENTS
-------- -----------------

                  On January 13, 2005, the Company amended its Certificate of
         Incorporation to increase its authorized common stock from 100,000,000
         to 200,000,000 shares.

                  On January 18, 2005 the Company effected a 7:1 forward split
         of its common stock resulting in the increase of its issued and
         outstanding shares of common stock to 156,189,810.

                  In February 2005, Intelligent Motor Cars Group entered into a
         one-year renewable agreement with Cross Capital Fund, LLC (the "Fund")
         to fund $2,500,000 over the next year beginning in the second quarter
         of 2005. Intelligent Motor Cars Group will issue 2,500,000 shares of
         its Series A 6% Cumulative Convertible Preferred Stock ("Preferred
         Stock") for the funds advanced. In addition, Intelligent Motor Cars
         Group will pay a monthly management fee of $10,000 in cash or free
         trading shares and will issue a warrant to the Fund for 500,000
         post-split shares of common stock, the final terms of which have not
         been determined. In exchange for equity funding, Intelligent Motor Cars
         Group will receive an Investor Membership Interest in the Fund. The
         Fund has "piggyback" registration rights for the shares of common stock
         that may be issued upon a conversion of Preferred Stock as set forth in
         the agreement and is expected to have the same registration rights upon
         the exercise of the warrant. No funding has been received, no shares of
         Preferred Stock issued and no warrant has been issued to the Fund.

                  On April 11, 2005 the Company amended its Certificate of
         Incorporation to (i) increase its authorized common stock to
         500,000,000 shares, and (ii) to provide for 20,000,000 shares of "blank
         check" preferred stock, par value $.001 per share having such
         designation, preferences, relative and such other rights as the
         Company's Board of Directors shall, in its discretion, so designate.

                  Also on April 11, 2005, the Company filed a Certificate of
         Designation relating to the creation of 10,000,000 shares of Series A
         6% Cumulative Convertible Preferred Stock ("Series A Preferred"). Among
         other things, the Series A Preferred entitles the holders to receive
         quarterly dividends at the rate of $.06 per share payable in cash or in
         shares of common stock at the Company's option based upon a formula
         related to the trading price of the Company's common stock. The Series
         A Preferred has no voting rights or liquidation preferences other than
         for the payment of dividends.

                  On March 1, 2005 the Company entered into a new (5) five year
         lease with Wall Street Properties, the owner and landlord for the
         Company's leased premises, at a rent of $4,740 per month.


                                       26

<PAGE>

                  On March 3, 2005 the Board of Directors authorized and
         approved the conversion of all debt owed at December 31, 2004 by the
         Company to Gerald Scalzo, the Company's Chief Executive Officer,
         Chairman of the Board of Directors and a major shareholder, into
         14,000,000 post-split shares of restricted common stock at a conversion
         price of $.01 per share based upon a percentage value of the sale price
         of a share of common stock on March 2, 2005, the trading day
         immediately preceding the date of the Board's action. As of December
         31, 2004, the Company was indebted to Gerald Scalzo for the past due
         compensation of $350,000. With the issuance, Mr. Scalzo retired
         $140,000 of the past due compensation owed to him, leaving a balance
         due of $210,000.

                  Also on March 3, 2005, the Board of Directors authorized and
         approved (i)the issuance of 2,500,000 post-split shares of restricted
         common stock to Michael Magolnick in lieu of cash compensation for
         services as Chief Operating Officer for the fiscal year ended December
         31, 2004, and (ii) 350,000 post-split shares of restricted common stock
         to Harvey Judkowitz as compensation for serving as a director and as
         Chairman of Board's Audit Committee for the 2005 fiscal year, all at a
         price of $.01 per share based upon a percentage value of the sale price
         of a share of common stock on March 2, 2005, the trading day
         immediately preceding the date of the Board's action.


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

         There were no changes or disagreements with accountants.


                                    PART III

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

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

                  As of March 31, 2005, 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      34    President/CEO/Director                   February 5, 2003 to present (1)
         Michael Magolnick  34    Chief Operating Officer/Director         February 5, 2003 to present
         Thomas Jacobs      62    Chief Financial Officer/Director         March 2005 to present (1)
         Harvey Judkowitz   59    Director, Audit Committee Chairman       January 13, 2004 to present
</TABLE>

         ------------------
         (1) Mr. Scalzo was the acting CFO until the appointment of Mr. Jacobs
             in March 2005.

                  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 2004.

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

                  Gerald Scalzo has served as President, Chief Executive
         Officer, and Chairman of the Board of Directors of the Company since
         February 5, 2003. He was acting Chief Financial Officer from February
         2003 until January 2005. 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. Dealer Financing Services Ltd., also doing
         business as DFS, provides auto financing/floor planning services to the
         Company for its vehicle financing. See "Certain Relationships and
         Related Transactions".

                                       27

<PAGE>

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

                  Michael Magolnick has served as Chief Operating Officer and as
         a director of IMC since mid- 2002 and was a consultant to IMC from
         mid-2001 through mid-2002. Mr. Magolnick has been devoting only part of
         his time to the Company since early 2004 and currently serves as the
         managing partner of Complete Identity LLC. 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.

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

                  Tom Jacobs has served as Chief Financial Officer and a member
         of the Board of directors of Intelligent Motor Cars Group since March
         2005. Mr. Jacobs served as Controller for the Company from December
         2003 through February 2005. 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.


         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 other executive officers or directors is a director of
         any company registered as an investment company under the Investment
         Company Act of 1940.


         (c)      FAMILY RELATIONSHIPS
                  --------------------

                  There are no family relationships.

                                       28

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         The Company did compensate Mr. Scalzo, its President, Chief Executive
Officer and Acting Chief Financial Officer $12,000 during fiscal 2004 but
accrued additional compensation of $25,000 for fiscal 2004.

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

<TABLE>
<CAPTION>
                                          Annual Compensation                                  Long Term Compensation
                                          -------------------                                  ----------------------
                                                                                            Awards                  Payouts
                                                                                            ------                  -------
Name and                                                     Annual         Restricted    Underlying     LTIP        Other
Principal Position      Year      Salary        Bonus     Compensation     Stock Awards     Option      Payouts   Compensation
------------------      ----     --------       -----     ------------     ------------   -----------   -------   ------------
<S>                     <C>      <C>           <C>          <C>             <C>              <C>         <C>         <C>
Gerald Scalzo(1)(3)     2004      37,000        None         37,000         0                None        None        None
C.E.O./Director         2003     100,000(2)     None        100,000         None             None        None        None

M. Magolnick(1)(4)      2004       2,633        None          2,633         0                None        None        None
C.O.O./Director         2003      70,000        None         70,000         5,000            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.
(2)  Compensation deferred.
(3)  Mr. Scalzo converted, on March 3, 2005, $140,000 of accrued compensation
     into 14,000,000 post-split shares of restricted common stock.
(4)  Mr. Magolnick converted, on March 3, 2005, $25,000 of compensation for 2004
     into 2,500,000 post-split shares of restricted common stock.


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 is 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.

         Other than Mr. Judkowitz, there was no compensation paid to any
director in fiscal 2004.

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

         The Company entered into an agreement with Mr. Jacobs on December 1,
2003, providing 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. Upon his appointment as CFO in 2005, the agreement was
terminated. Currently, Mr. Jacobs has no employment agreement with the Company.

                                       29

<PAGE>

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 December 31, 2004 the
         ownership of common stock by persons who own beneficially more than 5%
         of the outstanding shares of the Company's common stock after giving
         effect to the 7:1 forward split effected on January 18, 2005 :

<TABLE>
<CAPTION>
                        Name and Address              Amount and Nature of
Title of Class          of Beneficial Owner           Beneficial Ownership (1)     Percent of Class (2)
--------------          -------------------           ------------------------     --------------------
<S>                     <C>                                <C>                            <C>
Common                  Gerald Scalzo
                        1600 W. Sunrise Blvd.
                        Fort Lauderdale, FL 33311         59,738,000 (3)                  38.24%
</TABLE>

---------------
(1)  All shares are beneficially owned directly by the listed individual.
(2)  Percentages are calculated based upon approximately 156,312,600
     post-split shares issued and outstanding on December 31, 2004 but does
     not give effect to 14,000,000 post-split shares issued to Mr. Scalzo on
     March 3, 2005.

         (b)      SECURITY OWNERSHIP OF MANAGEMENT
                  --------------------------------
<TABLE>
<CAPTION>
                           Name and Address                Amount and Nature of
Title of Class             of Beneficial Owner             Beneficial Ownership (1)   Percent of Class (2)
--------------             -------------------             ------------------------   --------------------
<S>                        <C>                                  <C>                         <C>
Common                     Gerald Scalzo                       59,738,000 (3)               38.24%
                           1600 W. Sunrise Blvd.
                           Fort Lauderdale, FL 33311

Common                     Michael Magolnick                       41,300 (4)                  *
                           1600 W. Sunrise Blvd.
                           Fort Lauderdale, FL 33311

Common                     Harvey Judkowitz                       350,000 (5)                  *
                           10220 SW 174th Street
                           Miami, FL 33176

Officers and Directors                                         60,129,300                   38.5 %
as a Group  (3 persons) (6)

</TABLE>
---------------
* Less than 1%

(1) All of the shares are beneficially owned directly by the listed individual.
(2) Percentages are calculated based upon 156,189,600 post-split shares issued
    and outstanding on December 31, 2004 that does not give effect to an
    aggregate of 14,600,000 shares issued to offices and.
(3) Does not include an aggregate of 14,000,000 post-split shares issued in
    March 2005.
(4) Does not include 2,500,000 post-split shares issued in March 2005.
(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. All of Mr. Judkowitz's
    shares for service in 2004 were issue in January 2005. Does not include
    350,000 post-split shares issued in March 2005.
(6) Does not include Tom Jacobs who was not appointed CFO and a director in
    March 2005.
                                       30

<PAGE>

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, prior acting Chief Financial Officer and Chairman of the Board
         of Directors, is the managing partner of Dealer Financing Services Ltd.
         ("DFS") DFS has been 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. DFS is also the primary provider of vehicle
         reconditioning services to the Company. During certain periods of 2004,
         the Company hired DFS 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 DFS between
         $500 and $3000 per week for these services, as needed. IMC paid
         approximately $46,000 in 2004 and $100,000 in 2003 for these services.
         In addition, the Company has a $1.5 million line of credit with DFS. As
         of December 31, 2004, the outstanding balance on the line of credit
         with DFS was approximately $951,000 down from $1.3 million in 2003.

                  In March 2005, Gerald Scalzo converted $140,000 in accrued
         compensation into 14,000,000 shares of post-split restricted common
         stock.

                  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.


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.



                                       31

<PAGE>

                                     PART IV


ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

                  For the years ended December 31, 2004 and 2003, the Company
         worked with two principal accountants, Rachlin Cohen & Holtz, LLP and
         Berkovits, Lago and Company, LLP.

                  Payments to each are as follows:

                                                             2004         2003
                                                             ----         ----
                     Rachlin Cohen & Holtz, LLP              N/A        $149,500
                     Berkovits, Lago & Company, LLP        $59,550      $  3,000

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

                  No tax-related fees were billed by a principal accountant in
         2003 or 2004.

         (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 2004 fiscal year, the Company filed
         no reports on Form 8-K.

         (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 3.2 (a)   Certificate of Amendment to the Certificate of
                           Incorporation dated January 13, 2005
         Exhibit 3.2 (b)   Certificate of Amendment to the Certificate of
                           Incorporation filed April 11, 2005
         Exhibit 3.2 (c)   Certificate of Designation for Series A 6% Cumulative
                           Convertible Preferred Stock filed April 11, 2005
         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 were 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 filed as an Exhibit to the
                           Company's Form 10-KSB filed with the Commission on
                           April 29, 2004 and incorporated herein by this
                           reference.
         Exhibit 10.1      Agreement and Plan of Share Exchange among Harrison
                           Holding's, 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      Agreement between the Company and Cross Capital Fund
                           LLP dated February 21, 2005.
         Exhibit 10.3      Lease Agreement between the Company and Wall Street
                           Properties dated March 1, 2005.*
         Exhibit 23.1      Consent of Berkovits, Lago & Company LLP*
         Exhibit 31.1      Section 906 Certification by Gerald Scalzo, CEO
         Exhibit 31.2      Section 906 Certification by Thomas Jacobs, CFO
         Exhibit 32.1      Section 302 Certification by Gerald Scalzo, CEO
         Exhibit 32.2      Section 302 Certification by Thomas Jacobs, CFO

---------------
 * Filed herewith.

                                       32

<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 amended report on
Form 10-KSB/A to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                           Intelligent Motor Cars Group, Inc.
Dated: April 20, 2005

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

                                           By: /s/ Thomas Jacobs
                                               ---------------------------------
                                               Thomas Jacobs, 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.


SIGNATURE                          TITLE                               DATE
---------                          -----                               ----

/s/ Gerald Scalzo                  Chairman of the Board,         April 20, 2005
-------------------------          President, CEO
Gerald Scalzo                      Title

/s/ Michael Magolnick              Chief Operating Officer,       April 20, 2005
-------------------------          Director
Michael Magolnick                  Title

/s/ Thomas Jacobs                  Chief Financial Officer,       April 20, 2005
-------------------------          Director
Thomas Jacobs                      Title

/s/ Harvey Judkowitz               Chairman of the Audit          April 20, 2005
-------------------------          Committee, Director
Harvey Judkowitz                   Title








                                       33

<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 3.2 (a)   Certificate of Amendment to the Certificate of
                           Incorporation dated January 13, 2005
         Exhibit 3.2 (b)   Certificate of Amendment to the Certificate of
                           Incorporation filed April 11, 2005
         Exhibit 3.2 (c)   Certificate of Designation for Series A 6% Cumulative
                           Convertible Preferred Stock filed April 11, 2005
         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 were 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 filed as an Exhibit to the
                           Company's Form 10-KSB filed with the Commission on
                           April 29, 2004 and incorporated herein by this
                           reference.
         Exhibit 10.1      Agreement and Plan of Share Exchange among Harrison
                           Holding's, 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      Agreement between the Company and Cross Capital Fund
                           LLP dated February 21, 2005.
         Exhibit 10.3      Lease Agreement between the Company and Wall Street
                           Properties dated March 1, 2005.*
                           LLP dated February 21, 2005.
         Exhibit 23.1      Consent of Berkovits, Lago & Company LLP
         Exhibit 31.1      Section 906 Certification by Gerald Scalzo, CEO
         Exhibit 31.2      Section 906 Certification by Thomas Jacobs, CFO
         Exhibit 32.1      Section 302 Certification by Gerald Scalzo, CEO
         Exhibit 32.2      Section 302 Certification by Thomas Jacobs, CFO

---------------
 * Filed herewith.
                                       34