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

                                   FORM 10-KSB

(Mark One)

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

For the fiscal year ended December 31, 2003

[ ]   TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 333-91988

                  HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL INC.
                 (Name of Small Business Issuer in Its Charter)

           DELAWARE                                    13-4167393
    (State of Incorporation)                   (IRS Identification Number)

        80 WALL STREET, SUITE 815
            NEW YORK, NEW YORK                               10005
(Address of principal executive offices)                   (Zip Code)

Issuer's telephone number (212) 344-1600

Securities registered pursuant to Section 12(b) of the Act:

                                           Name of each exchange on which
         Title of each class                         registered
                  0                                      0

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

                         COMMON STOCK, PAR VALUE $0.001
                                (Title of Class)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 [  ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year.  $1,189,000

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  of  computed by  reference  to the price at which the common


<PAGE>

equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days:

24,000,000 SHARES AT $.64 = $15,360,000

(1) Average of bid and ask closing prices on April 5, 2004

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer's classes of common
stock, as of the lates practicable date:

24,000,000 common shares issued and outstanding as of April 5, 2004

                       DOCUMENTS INCORPORATED BY REFERENCE

See index to exhibits

Transitional Small Business Disclosure Format (Check One):  Yes [ ]  No [X]












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<PAGE>

FORM 10-KSB

                  HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL INC.

PART I.


ITEM 1.     DESCRIPTION OF BUSINESS


GENERAL

Hotel Outsource Management  International,  Inc. was incorporated on November 9,
2000  under  the  name  Benjamin  Acquisitions,  Inc.  pursuant  to the  laws of
Delaware. Hotel Outsource Management  International,  Inc. may be referred to as
HOMI. On December 28, 2001, HOMI acquired Bartech Mediterranean Ltd., an Israeli
corporation which sells, markets and operates  computerized  mini-bars placed in
certain up-scale hotels.  Bartech Mediterranean is now a wholly owned subsidiary
of HOMI. Bartech Mediterranean may be referred to as BTM.

HOMI is a holding company for several subsidiaries which distribute, market, and
operate computerized  mini-bars in hotels located in Israel,  Jordan, the United
States, and South Africa. Unless stated otherwise HOMI shall refer to the parent
company and all of its subsidiaries.

HOMI, through its wholly owed subsidiary,  BTM, is the exclusive  distributor of
automatic  computerized mini-bars manufactured by Bartech Systems International,
Inc., a Delaware  corporation,  in Israel,  Jordan,  Turkey and South Africa. In
April 2003, HOMI entered into an agreement with Bartech E.M.E.A.  SARL, a wholly
owned  subsidiary of Bartech  Systems,  Inc. in which it was agreed that Bartech
E.M.E.A.  SARL can only  offer its  outsource  operations  in Europe and all the
territories  in which Bartech  E.M.E.A.  SARL is active  and/or sells  mini-bars
either directly or indirectly,  through HOMI or its subsidiaries,  and that HOMI
must use Bartech mini-bars in its outsource operations anywhere Bartech E.M.E.A.
SARL is  active or sells  Bartech  mini-bars,  either  directly  or  indirectly.
Bartech  Systems  International,  Inc.  and its wholly owned  subsidiary  may be
referred to collectively as BSI.

The  mini-bars  purchased  by HOMI  from BSI  shall be  referred  to as  Bartech
mini-bars.  Bartech  mini-bars  contain  proprietary  software,  sensors  and an
interface to a hotel's property  management system.  Bartech mini-bars interface
with hotel  computers  to track  items  removed  from the  mini-bars,  which can
decrease losses from hotel mini-bars.  HOMI believes that Bartech mini-bars also
enhance efficiency and reduce labor costs.

HOMI has a United States  subsidiary,  Hotel  Outsource  Services,  Inc.  (HOS),
through which it conducts all of its business in the United States.  HOS has the
exclusive right to outsource Bartech mini-bars in the United States.  HOS has no
outsource rights in other countries other than the United States.

In February  2004,  HOMI formed a subsidiary  in Luxemburg  and a subsidiary  in
Germany through which it intends to conduct its future European operations.

As of December 31, 2003,  HOMI owned and operated  approximately  3,100  Bartech
mini-bars in ten hotels.

The  principal  offices of HOMI are located at 80 Wall  Street,  Suite 815,  New
York, New York 10005.


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<PAGE>

OUR STRATEGY

HOMI's objective is to grow its customer base in the United States, Israel South
Africa and  Europe,  where we  currently  operate,  and to expand our  outsource
operations  eventually to other  countries as well. Our main focus is on upscale
hotels  located in major cities and near  airports.  In the event we endeavor to
enter into agreements in new countries or territories, we will have to negotiate
agreements  with those  hotels.  There is no  guarantee  that we will be able to
enter into any new exclusive agreements with additional hotels. We are currently
negotiating agreements with several hotels in Europe and South Africa.

CORPORATE HISTORY

HOMI was  incorporated  under the laws of the State of  Delaware  on November 9,
2000 under the name Benjamin Acquisitions, Inc. On December 28, 2001 the company
acquired Bartech Mediterranean Ltd., an Israeli corporation. On January 8, 2002,
the company amended its certificate of incorporation to change its name to Hotel
Outsource  Management  International,  Inc. HOMI had no operations  prior to the
acquisition of BTM. BTM was  incorporated  in Israel in 1997.  From inception to
January  1999 BTM's  sole  business  was  serving as  distributor  of  Bartech's
mini-bars.

In June 1998, BTM assigned its exclusive  distribution rights for Turkey and the
Turkish Republic of Cyprus to Protel Bilgisayar Limited Sirket. According to the
agreement  entered into  between the two  parties,  BTM was to receive 5% of all
sales  revenues  generated  in this  territory  between June 1, 1998 and May 31,
1999; 5.5% of sales revenues generated between June 1, 1999 and May 31, 2000 and
6% of sales revenues  generated after June 1, 2000. These  commissions are to be
paid within 15 days of the completion of a Bartech mini-bar  installation.  A 30
day delay in payment gives BTM the right to terminate the assignment agreement.

In 1999, BTM (through  Remstone Limited,  a British Virgin Islands  corporation)
and Daniel Golan  (through Ice Maiden  International  Ltd.) formed Batim Bartech
with each party owning 50% of that  company.  Batim  Bartech was formed when BTM
decided  to  operate in South  Africa  and  needed  someone  local to manage the
day-to-day operations.  Mr. Golan is a resident of South Africa, and an investor
(through Ice Maiden) in Batim Bartech. As Batim Bartech's  outsource  operations
in South Africa  increased,  BTM  negotiated  with Mr.  Golan to increase  BTM's
percentage of Batim Bartech.  The result of the  negotiations was an exchange of
shares:  10% of Batim Bartech for 1.667% of BTM. The  transaction was a purchase
of Batim Bartech  shares and not of specific  assets of Batim  Bartech.  BTM now
owns  60% of  Batim  Bartech,  while  Ice  Maiden  owns  40%.  Following  HOMI's
acquisition of BTM, Ice Maiden became a shareholder Of HOMI.

In  January  1999,  BTM  began  its  first  outsource  operation  at  the  David
Intercontinental   Hotel  in  Tel  Aviv.  In  October  1999,  BTM,  through  its
subsidiary,  Bartech  Mediterranean  (Operation 99) Ltd., expanded its outsource
operations to the Sheraton City Tower in Tel Aviv,  and in 2000, BTM added three
additional hotels in Israel to its outsource operations.

Since 2000, BTM had sought a way to penetrate the U.S.  market for  computerized
mini-bars.  Management  of BTM  believed  that such  penetration  would  best be
facilitated  by merging with or being  acquired by a United States  corporation.
BAI had shown an interest in acquiring BTM and  negotiations  began.  BAI raised
$650,000  in a  private  placement  offering  once  BTM  was  identified  as  an
acquisition  candidate.  Most  of this  money  was  later  loaned  to  BTM.  The
acquisition  was  consummated in December  2001.  Prior to the  acquisition  the
control persons of BAI were Joseph  Stabholz and Avraham Bahry,  and the control
persons of BTM were Jacob Ronnel,  Ariel Almog and Benzion  Perko.  The price of
the  acquisition  was set  through  arms  length  negotiations;  no third  party
opinions were received.  Prior to the acquisition,  BAI had 10,000,000 shares of
common stock outstanding,  including the 6,500,000 shares issued in the $650,000
private  placement  offering.  In the acquisition,  BTM shareholders  received a
total of 12,000,000  shares of common stock in exchange for their shares of BTM.
Pre-existing  shareholders  maintained their shareholdings in BAI.  Pre-existing
BAI shareholders  received no consideration  in this  acquisition.  Prior to the
acquisition  of  BTM,  BAI  shareholders   held  shares  in  a  company  without
operations.  As a result of the  acquisition,  pre-existing BAI shareholders now
hold shares of an operating company.

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<PAGE>

In 2001, BTM, through its wholly owned subsidiary, Hila International Corp., and
BSI formed Hotel Outsource Services,  Inc., a Delaware  corporation owned 70% by
Hila  and  30% by  BSI.  HOS is the  exclusive  outsource  operator  of  Bartech
mini-bars in the United States.

HOMI, through its subsidiaries, has contracts to distribute, market, operate and
service mini-bars in hotels located in Israel,  Jordan, Turkey and South Africa.
Since July 2002,  through its  subsidiary,  HOS, HOMI owns and operates  Bartech
mini-bars in the United  States.  In April 2003 HOMI and Bartech  E.M.E.A.  SARL
entered into an agreement  whereby HOMI has the exclusive  rights to use Bartech
mini-bars in its outsource  operations in Europe and anywhere  Bartech  E.M.E.A.
SARL sells  Bartech  mini-bars,  either  directly or  indirectly.  Additionally,
pursuant to this agreement,  HOMI must utilize  Bartech  mini-bars in all of its
outsource operations in the same territories.

HOS has no distribution rights in countries other than the United States. HOS is
owned 30% by BSI and 70% by Hila, a wholly owned  subsidiary of HOMI.  Exclusive
of its in interest in HOS, BSI's  relationship with HOMI and its subsidiaries is
that of a  manufacturer  and  distributor.  Because both our sales and outsource
operations utilize Bartech mini-bars  exclusively,  we are dependent on BSI, the
quality of its products, and the financial viability of BSI.

HOMI is the exclusive distributor of Bartech mini-bars in Israel, Jordan, Turkey
and South  Africa.  We have the  exclusive  rights to  outsource  operations  of
Bartech mini-bars in the United States, and as of April 2003, worldwide. We have
assigned our exclusive  rights in Turkey and the Turkish Republic of Cyprus to a
third party.  We receive a commission on all sales revenues  generated in Turkey
and the Turkish  Republic of Cyprus.  To date,  HOMI and its  subsidiaries  have
entered  into  contracts  with ten major  hotels to provide the hotel rooms with
mini-bars,  as well as to operate and service the mini-bars.  HOMI,  through its
subsidiaries,  intends to develop the outsource  operation program in the United
States and other  countries.  For us to operate in additional  countries  and/or
territories,  we will  need to  negotiate  with  new  hotels.  We are  currently
negotiating several agreements in Europe and South Africa.

INDUSTRY BACKGROUND

The concept of in-room sales of food,  beverages and other small  non-perishable
goods has  existed  for many  years in the hotel  industry.  Traditionally,  two
primary  means of selling  in-room  consumable  goods have been used  within the
lodging industry- the "honor" system and the "vending machine" system. The honor
system utilizes a small  refrigerator and a form listing all items available for
purchase  within  the  refrigerator.  Each  day,  the guest  completes  the form
detailing items purchased during their stay. The following day, a hotel employee
will  remove the form from the room and  manually  add the  invoice to the guest
room charges.  The vending machine system utilizes a refrigerator similar to the
honor  system,  but the  interior of the  refrigerator  resembles a  traditional
vending machine,  comprised of plastic doors to access the goods. With this kind
of system, product choice is made by pressing the selected button or by entering
a specified code on an attached keyboard.  By opening the section containing the
product or entering the code on the keyboard, a command is sent from the room to
the  property  management  system  and the  appropriate  amount  is added to the
guest's room charges.

Management  believes the honor system often  results in losses  attributable  to
non-reported  or disputed  selections by guests,  and does not provide a central
control for refilling,  and requires manual  inventory of each room,  whether or
not items are  consumed.  We estimate  that these systems often require at least
two trips for inventory  management;  one to ascertain goods consumed and one to
restock the goods  consumed.  Management  believes  the vending  machine  system
presents a mechanical,  machine-like appearance,  which often conflicts with the
aesthetics of a full service-lodging  establishment and has a chilling effect on
impulse  purchases.  HOMI also believes that the vending machine system does not
provide an adequate selection of items to chose from, which potentially leads to
guest  dissatisfaction and loss of incremental revenue  opportunities.  Although
the vending  machine system avoids extra trips,  the machines are mechanical and
require a relatively expensive maintenance contract.

We believe  that the Bartech  mini-bars  we sell and/or  operate  address  these
shortcomings by providing fully computerized  management system for open display
mini-bars.  Bartech mini-bars contain an automated control and management system
that  monitors the  movements of all items in the  mini-bar.  Bartech  mini-bars
provide interfaces to the hotel's property management system.  Furthermore,  the

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<PAGE>

system  generates a refill  report so that the  attendant  will only go to those
rooms that require stocking.  Accordingly,  revenues are reported accurately and
the unit is restocked  timely.  In our  experience,  the average hotel utilizing
traditional  mini-bar systems requires one employee for approximately  every 100
rooms to monitor  and  manage  mini-bar  activity.  Through  utilization  of the
Bartech  mini-bar,  customers  report that they can increase the number of rooms
that one employee can manage to more than 300.

CUSTOMERS AND MARKETS

HOMI currently markets and sells Bartech  mini-bars to full-service  hotels in 4
countries.  These target hotels  typically  have a minimum of 100 rooms.  Target
customers in the  full-service  sector  encompass  deluxe,  luxury,  upscale and
mid-scale   establishments.   According  to  Smith  Travel  Research,  the  U.S.
full-service  sector represented  roughly 1.8 million hotel rooms in 2000. Smith
Travel Research  estimates that the number of new units under  construction will
increase in major metropolitan  cities,  specifically San Francisco,  Las Vegas,
Orlando,  Chicago,  New York,  Washington D.C.,  Miami, and Los Angles. In 2002,
HOMI,  through its  operating  U.S.  subsidiary,  HOS, has  outsource  operation
program with Hyatt  Regency Hotel in San  Francisco,  to provide and operate 805
mini-bars in that hotel,  outsource operation program with Stanhope hotel in N.Y
to provide and operate 177 mini-bars,  and commencing  March 2004, 425 mini-bars
in Grand Hyatt Seattle.  HOMI believes that those contracts with will facilitate
further sales in the San Francisco  market and other U.S.  cities.  HOMI through
HOS, is looking to further penetrate the U.S. market.  However,  as with any new
concept,  there is  substantial  risk that the  marketplace  may not  accept the
potential  benefits  of  the  technology  utilized  in  this  products.   Market
acceptance  of BSI's  products will depend,  in large part,  upon our ability to
demonstrate the performance  advantages and  cost-effectiveness  of our products
over  competing  products.  There  can be no  assurance  that we will be able to
market our technology  successfully  or that our current or future products will
be accepted in the marketplace which could hinder our sales.

We depend on the  occupancy  level of the hotels in which we operate  mini-bars;
low occupancy levels may result in low sales revenues.

There seems to be a direct correlation between a hotel's occupancy level and the
quantity of purchases made by guests from a hotel's mini-bars.  As a result, our
sales revenues are dependent on hotel occupancy  levels.  The failure of a hotel
to attract a large number of guests could result in a corresponding  decrease in
revenues by HOMI.

PRODUCTS

HOMI purchases its mini-bars from BSI. The Bartech automatic mini-bars look like
ordinary  refrigerators,  but their  operation  is  controlled  by a secure  and
automatic computer system.

The  mini-bars   were   originally   developed  by  BSI  in  1988  to  meet  the
specifications  of Hilton  International.  The first units were installed in the
Hilton hotel in Geneva. The open display and optional "dry section" allow a wide
range of items to be offered to hotel guests. The units can accommodate up to 42
different  types of drinks and  snacks  and can hold up to 60 items.  Capacities
vary from 40 liters to 75 liters.  BSI has 86  different  models to fit  varying
cabinet sizes.  Door,  cabinet finish,  volumes,  styles and dry sections can be
custom ordered based on a hotel's needs.

The  Bartech  mini-bar  marketed  and  operated by HOMI is an  automated  system
containing  proprietary software,  sensors and interface to the hotel's property
management  system.  HOMI  believes  that  the  Bartech  system  enables  HOMI's
customers to manage their  inventory of in-room  consumables  more  effectively,
enhance service efficiency,  reduce labor cost, and potentially increase revenue
per available room.

Bartech mini-bars contain software which allows them to interface  directly with
a hotel's own billing system. Data transmission can be by means of the telephone
wires or co-axial antennae cable.  System software  controls billing,  automatic
refill  reports,  lists of rooms  with  credit or  without  credit,  listing  of
anomalies, price and inventory management, cash flow reports and stock analysis.

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<PAGE>

The systems  control stock rotating and product  expiration  dates,  which helps
when ordering new stock and enables  stock to be rotated or discounted  prior to
expiration.  The computer  system also controls the energy consumed by each unit
by reference to time of day, season, maintenance, and can automatically activate
defrosting.  Energy  consumption may be reduced  approximately  40% through this
system.

Bartech  mini-bars  interface  with  a  hotel's  central  computer  and  provide
automatic  invoicing,  reducing  shrinkage  (loss or theft)  from  approximately
20%-30% to approximately 2%.


The  traditional  mini-bar  is a  refrigerator  with a lock.  Hotel  guests  are
supposed  to report  any  United  Statesge  to the front  desk upon  check  out.
Although mini-bar prices are very high,  yielding gross margins of approximately
60%, our own informal  research  indicates that hotels rarely make a profit from
the traditional "honor" mini-bar systems.  Guests may not be honest in declaring
their United Statesge and/or hotel staff may remove items from the mini-bar.

Bartech mini-bars  considerably  reduce labor costs as one minibar attendant can
refill more than 300 Bartech  mini-bars as opposed to one attendant per 90 - 100
manual  mini-bars.  The Bartech  system  provides  inventory  controls  which we
believe mitigate product waste from expiration.

In order to comply with regulations  related to the sale of alcoholic  beverages
in the United  States and South  Africa,  we work under each hotel's  license to
sell alcohol. The hotel purchases the alcohol to be filled in our mini-bars, and
we reimburse the hotel. On average, alcoholic beverages represent only 15-25% of
mini-bar sales. Israel does not require a license to sell alcoholic beverages in
hotel rooms. In the United States,  we operate in a similar way.  Currently,  we
are working Under the Hotel's  alcohol  license.  We cannot  guarantee a hotel's
compliance with Applicable  regulations,  and because we operate under a hotel's
license,  we do not incur costs of meeting regulatory  compliance.  Failure of a
hotel to comply with these  regulations  would  result in our  inability to sell
alcohol  in our  mini-bars,  which  would  result  in a  decrease  in our  sales
revenues.

STRATEGY

HOMI's  objective is to grow its customer base,  especially in the United States
during  the first  stage,  and later on, in other  countries.  To date,  we have
engaged in two types of agreements with hotels:  (a) sales agreements where HOMI
purchases  mini-bars from BSI at  distributors'  prices and then resells them to
hotels at end-user prices; and (b) agreements where HOMI purchases, installs and
operates mini-bars in a hotel and shares the mini-bar revenues with the hotel in
agreed upon ratios.  While we are looking to develop both arms of this business,
our  primary  focus  is on  our  installation,  operation  and  revenue  sharing
agreements. HOMI refers to this revenue sharing plan as its "Outsource Operation
Program."  We intend to enter into long term,  9-10  year,  outsource  operation
program agreements with additional hotels. HOMI intends to develop its outsource
operation  program of Bartech mini-bars in the United States through HOS, and to
offer the outsource  operation  program in other countries as well. HOMI intends
to  purchase  the  Bartech  mini-bars  from BSI and to operate  under  exclusive
outsourcing  contracts  with  major  hotels.  HOS has  the  exclusive  right  to
outsource  operations of Bartech mini-bars in the United States.  Our main focus
is on upscale hotels located in major cities and near  airports.  To date,  HOMI
and its subsidiaries  have entered into such contracts with eleven hotels:  five
hotels located in Israel, three hotels located in South Africa, and three hotels
located in the United States.

MINI-BARS SALES

Since  inception of BTM in 1997,  we have sold 830 mini-bars to hotels in Israel
and 800  mini-bars  to hotels in Turkey.  These were Bartech  mini-bars  that we
purchased from BSI, then re-sold. In 2003, we sold 268 used Bartech mini-bars to
Hilton Tel Aviv.  These were  mini-bars we received back through  termination of
our 1999 contract with Queen of Sheba or-Yam,  a Hilton hotel in Eilat,  Israel.
Since we began our outsource  operation  program in 1999,  our strategy has been
focused primarily on our outsource operation program.

OUTSOURCE OPERATION PROGRAM

HOMI is aware that many hotels do not want to pay  upfront for their  mini-bars,
and many do not want to allocate  resources to operate  mini-bars  either.  As a

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result,  HOMI has developed its outsource operation program which is designed to
minimize the hotels'  expenses.  The Outsource  Operation Program is an integral
part of HOMI's sales and  marketing  strategy in the United  States and HOMI and
BSI are offering it to hotels in the United States.

This program has been  successfully  implemented  by HOMI's  subsidiaries  since
1999, in Israel and South  Africa,  and began in the United States in July 2002.
Since Bartech's computerized mini-bar system will register the mini-bar revenues
automatically and accurately, it enables us to share the revenues with the hotel
in a precise and accurate manner, with a strict control on sales and inventory.

The  outsource  operation  program  requires  HOMI to purchase the mini-bars and
install and operate  them.  The net  revenues  from all mini-bar  purchases  are
divided  between  HOMI and the  hotel.  The exact  terms may vary from  hotel to
hotel.

We believe  additional  hotels will be  interested  in entering  into  outsource
operation agreements with us for the following reasons:

      -     No capital expenditure for the hotel
      -     Another revenue stream
      -     No labor expenses and no operating costs
      -     No purchase of goods and no inventory management
      -     Added service to guests, improved competitive edge
      -     No downside: hotel is taking no risks, financial or other
      -     Hotel has the option to  purchase  the system  (allows for "wait and
            see")
      -     Outsourcing allows the hotel to focus on major revenue sources
      -     Quality of service: we specialize in the field
      -     Increased control and management, extensive reporting
      -     No maintenance by hotel
      -     Constant technical and technological upgrade

AGREEMENTS WITH HOTELS

The following are the basic terms of the outsource  operation  program contracts
HOMI has  entered  into with  several  hotels  and  intends  to enter  into with
additional hotels.

- HOMI  purchases  the  mini-bars  from BSI and installs  them in the hotels and
ensures that they are interfaced with the hotel's computer system;

- HOMI maintains ownership of the mini-bars;

- The hotel  provides the cabinet into which the mini-bar is placed,  at its own
cost;

- The hotel  provides all wiring  necessary for the mini-bars to interface  with
the hotel's computer system;

- HOMI  purchases  the goods to be  filled  in the  mini-bars;  it  refills  and
operates and maintains the mini-bars;

- The personnel  operating and  maintaining  the mini-bars are HOMI employees or
hotel employees paid by HOMI;

- The hotel supplies all glasses,  bottle openers,  trays and other  accessories
for the mini-bars, and replaces such accessories on a daily basis;

- The hotel grants HOMI access to the guests' rooms at least two times per day;

- The hotel provides  written  instructions  and descriptions to its guests with
respect to operation and location of the mini-bars;

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<PAGE>

- The hotel  collects the revenues from all mini-bar  purchases and  distributes
HOMI's  portion.  The revenue  splits  vary  between 95% for HOMI and 5% for the
hotel and 85% for HOMI and 15% for the hotel;

- The pricing of the products stocked in the mini-bar is determined  mutually by
HOMI and the hotel;

- The term of the contract is usually 9-10 years, and may thereafter be extended
on a year-to-year basis;

- The hotel has an option to purchase the Bartech  system  starting from the end
of the third year of the operation;

- Net revenues from all mini-bar  purchases are allocated  between the hotel and
HOMI on a monthly basis;

- The hotel will  provide  HOMI office and storage  space within the hotel for a
base of operations.

- The  agreements  may be  terminated  upon  written  notice  of  breach  of the
agreement by the other party.

COMPETITION

Presently,  our main competitors in the United States are Minibar Systems,  Inc.
and eRoomSystem Technologies, both of which offer outsourcing or revenue sharing
programs.  Other companies,  such as club Minibar,  offer  outsourcing  programs
utilizing manual  mini-bars.  We are also competing with certain options offered
by BSI.

BSI offers  four  different  options to its  potential  customers  in the United
States:

1. DIRECT  SALE.  Some major hotel  chains have  preferred  vendor or  exclusive
vendor agreements with BSI. Should the hotel owners have the available cash-flow
to purchase the system, they will often prefer this option, as they usually will
be able to repay the system after only 3 years of operation. But as Bartech is a
very  expensive  system,  generally a lot of hotels do not have the resources to
purchase it. In addition, for a long time, manual mini-bars have been associated
with creating a lot of work with little profit or even losses.  Many hotels will
still prefer for a third party to take the operating burden and risk.

2.  LEASING.  This allows a hotel to lease the  mini-bars  directly  from BSI. A
hotel which leases its mini-bars is responsible  for all  day-to-day  operations
concerning the mini-bars, and all costs involved with such operations.

3. REVENUE SHARE. This program is different than our outsource  operation as BSI
(or a third  party) will finance the  equipment,  but the hotel will operate the
system.  Consequently,  the hotel is still involved in the day-to-day operation.
The hotel will purchase the goods and employ the  attendants and the hotel has a
theoretical risk of having an operating loss during a slow period.

4.  OUTSOURCE  OPERATION  PROGRAM,  offered  exclusively  through  HOS  with  no
financial risk whatsoever to the hotel.

As a result of BSI's  other  options,  even if a hotel has  chosen  the  Bartech
system,  we still  need to compete  with the other  plans  offered  by BSI.  Our
initial goal following a full  introduction of the outsource  program is a 25% -
33% market  share of all  Bartech  sales in the United  States.  That may be the
equivalent of  approximately  4,000 new outsourced  units per year. We intend to
gradually increase our market  penetration,  and our exposure in the market, and
believe that the outsourcing program will increase in popularity and sales.

Automatic or computerized  mini-bars are a relatively new concept.  As a result,
we are still competing with  traditional or manual  mini-bars,  which,  although
they cost  more  money to run due to  unreported  sales or  shrinkage,  are less
expensive  to  purchase.   There  is  no  competition   with  other  vendors  of
computerized  mini-bars in Israel or South Africa,  as BTM, or its subsidiaries,

                                       9
<PAGE>

is the only  distributor  of  computerized  mini-bars  in those  countries.  The
arrival of other companies  offering similar products might force us to decrease
our prices in order to remain competitive.  Further, we are still substantiating
our position in the market and could face competitive disadvantages if forced to
compete with better known and/or better funded companies. In Turkey, our primary
competitor  is  Electrolux  Corp.  In the United  States,  our  competitors  are
Automatic  Minibar  Systems Ltd. (AMS) and eroom Systems,  Inc. Their prices are
competitive  with ours. AMS offers outsource  operation  programs similar to the
programs offered by HOS. We believe that in the United States, Bartech mini-bars
are the best-selling  open-display automatic mini-bar and our use of the Bartech
mini-bars in our outsource  operations may give us a competitive  advantage.  We
intend to continue to offer high quality service and to concentrate on marketing
our company so as to remain competitive with other companies.

INTELLECTUAL PROPERTY

HOMI holds no patents, trademarks,  service marks or other intellectual property
for the Bartech mini-bars or its outsource operations.

EMPLOYEES

As of December 31, 2003, HOMI and its  subsidiaries  had ten full time and three
part time employees.

ITEM 2:     DESCRIPTION OF PROPERTY

HOMI's  operations  are  based  primarily  at  hotels  in which we  conduct  our
outsource operations. Most of these hotels allow us to utilize office space free
of  charge.  We also  maintain  small  offices  in Tel Aviv,  Johannesburg,  San
Francisco and New York.

HOMI's  headquarters  are located at 80 Wall Street,  Suite 815,  New York,  New
York,  in the offices of  Schonfeld  &  Weinstein,  L.L.P.,  at no cost to HOMI.
Schonfeld & Weinstein,  L.L.P.  is counsel to HOMI and is a shareholder of HOMI.
BTM's  headquarters  are located at 25 HaMered  Street,  Tel Aviv,  Israel.  The
monthly  rent is $2,800.  HOMI leases the space on a month to month basis from a
company controlled by Mr. Benzion Perko, a controlling shareholder of HOMI. HOMI
also leases a virtual  office at 116 West 23rd Street,  New York,  New York from
Select  Office  Suites,  an  unrelated  third  party,  for $100  per  month on a
month-to-month  basis. HOS has its headquarters at 1 Enbarcadaro  Center,  Suite
500, San Francisco,  California  94111.  The monthly rent is $500. Most of HOS's
operations  are  conducted  from the office we utilize at the Hyatt  Regency San
Francisco.   In  South  Africa,   Batim  Bartech  operates  from  an  office  in
Johannesburg  for monthly rent of $350. We do not intend to acquire or lease any
other  facilities in the near future.  The office space provided us by the hotel
is also used to store  goods to be placed in the  mini-bars  and spare parts for
the mini-bars.  We do not keep any Bartech mini-bars in stock. Instead, we order
them on an as needed basis. They are shipped directly from BSI to the hotel. BSI
manufactures  the  Bartech  mini-bars  in  Italy.  As we enter  into  additional
outsource  operation  programs,  we will be receiving  office space within those
hotels from which to conduct our operations.

ITEM 3:     LEGAL PROCEEDINGS

HOMI is not a party to any pending legal proceedings.

ITEM 4.     SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None.

PART II.

                                       10
<PAGE>

ITEM 5.     MARKET FOR THE  REGISTRANTS  COMMON  EQUITY AND RELATED  STOCKHOLDER
            MATTER

MARKET FOR COMMON STOCK

Our common stock has been listed on the Over-the-Counter Bulletin Board, or "OTC
Bulletin Board" since February 2004 under the symbol "HOUM.OB."

ITEM 6.     MANAGEMENTS  DISCUSSION  AND ANALYSIS OF RESULTS OF  OPERATIONS  AND
            FINANCIAL CONDITION

The following  discussion and analysis  provides  information that we believe is
relevant to an assessment  and  understanding  of our results of operations  and
financial  conditions  for the year  ended  December  31,  2003.  The  following
discussion should be read in conjunction with the financial statements.

Our revenues are derived from two sources:

(1) purchase and operation of Bartech mini-bars through our outsource program.

(2) distribution and sale of Bartech mini-bars either directly or from royalties
from the assignment of the rights in Turkey.

For the period January 1, 2003 through December 31, 2003 we achieved revenues of
$1,013,000  from our outsource  programs.  These  revenues come from the sale of
products in the mini-bars.  According to our agreements  with hotels in which we
conduct our outsource programs, the hotels, which collect the revenues generated
from our mini-bars, deduct their portion of the revenues before distributing the
remainder to us.  $160,000 of our revenues were from selling  mini-bars that had
been returned to us as a result of termination of an outsource  agreement with a
hotel  in  Israel.  $16,000  of our  revenues  were  royalty  revenues  from the
assignment of the rights in Turkey.

For the year ended  Dectember  31, 2003,  we received  44% of our revenues  from
operations  in  Israel,  23%  from  operations  in  South  Africa  and 33%  from
operations in the United States.

The company records revenue from sale of products on a net income method,  i.e.,
after the hotel's portion of the income is paid.

Expenses incurred in our Outsource operations are as follows:

(1) the purchase of the Bartech computerized mini-bars system to be installed in
hotels.   This  capital  expense  is  charged  to  property  and  equipment  and
depreciated over the period of the contracts with the hotels (8-10 years)

(2) the  purchase  of the  products to be placed in the  mini-bars.  We purchase
these  products  from various  vendors.  Sometimes  the hotel will  purchase the
alcoholic beverages to be placed in the mini-bars and we reimburse the hotel for
such purchases;

(3) labor costs of the mini-bar attendants;

(4) management, administration and marketing;

(5) Finance  expenses.  We often  finance the  purchase of our  mini-bars  using
credit from banks and financial institutions.

In March 2003, HOS, our United States subsidiary,  signed an outsource operation
agreement with the Stanhope Park Hyatt New York to install and operate mini-bars
in all 177 rooms in that hotel. Operations commenced in September 2003.

In March 2003, our South Africa subsidiary,  Batim Bartech,  signed an outsource

                                       11
<PAGE>

operation  agreement with Arabella  Sheraton Hotel in Cape Town, South Africa to
install and operate  mini-bars in all 483 guest rooms of that hotel,  commencing
operations in August 2003.

In April  2003,  BTM  commenced  operations  in 83 rooms of the Daniel  Hotel in
Israel. In April 2003, Bartech  Mediterranean  Eilat (1999) Ltd. signed an early
termination  with Hilton  Eilat to terminate  the  agreement  between  these two
parties which was signed in October 1999.  Pursuant to this  agreement,  Bartech
Mediterranean  Eilat  (1999) Ltd.  received  back all 268 Bartech  mini-bars  it
installed  in this hotel and replace  them with manual  mini-bars.  The returned
mini-bars  were then sold to Hilton Tel Aviv for the total sum of  $160,000.  No
material gain or loss was recorded.  The company has retained related  equipment
with the  approximate  value of  $24,000.  The sale was  included as part of the
revenues for the period.

In October  2003,  HOS signed an outsource  operation  agreement  with the Grand
Hyatt  Seattle to install and operate  mini-bars in all 425 rooms in that hotel.
We commenced  operations  in March 2004. In October 2003, we signed an agreement
to install and operate  approximately  450 mini-bars in the Sheraton Arabella in
Munich, Germany. We commenced operations of approximately 130 mini-bars in March
2004. We expect the to begin installing and operating the remaining mini-bars in
that hotel by December 2004.

We  believe  that we have  sufficient  cash and  revenues  to fund our  existing
operations  for the next 12 months.  However,  we will need to raise  additional
capital to expand our operations.  We anticipate  raising between $1,000,000 and
$2,000,000 within the next 24 months.

RESULTS OF OPERATIONS  FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003 COMPARED TO
THE TWELVE MONTHS ENDED DECEMBER 31, 2002

HOMI (CONSOLIDATED)

RESULTS OF OPERATIONS

For the twelve months ended December 31, 2002 and 2003,  HOMI had sales revenues
of $683,000 and  $1,189,000,  respectively,  an increase of $506,000 or 74%. The
increase in sales are the result of HOMI's  commencement  of  operations  in the
United States, an additional hotel in South Africa, the sale of the mini-bars of
Bartech  Mediterranean  Eilat  (1999)  to  Hilton  Tel Aviv for the total sum of
$160,000, and royalty revenues of $16,000.

Net loss  increased  from  $479,000  to  $804,000,  an  increase of 67.8% in the
respective  twelve-month  periods  as a  result  of an  increase  in the cost of
professional  services,  officres'  salaries  and  other  expenses  incurred  in
expanding to new markets, particularly, the United States and Europe.

Cost of sales  for the  twelve  months  ended  December  31,  2002 and 2003 were
$473,000 and $868,000 respectively,  an increase of $395,000. Cost of sales as a
percentage  of  revenues  increased  from  69.2% to 73.0%  for the  years  ended
December  31,  2002 and  2003,  respectively.  This  increase  is a result of an
increase  in sales and the cost of  mini-bars  which were  returned  to HOMI and
subsequently sold the Hilton Tel-Aviv.

Gross profit  increased  from  $210,000 to $321,000 for the twelve  months ended
December 31, 2002 and 2003,  respectively.  Gross profit margins  decreased from
30.7% to 27% due to fixed  expenses such as  depreciation,  and other  operating
costs,  and the cost of the mini-bars which were returned to HOMI from one hotel
and then sold to Hilton Tel Aviv.

General and administrative  expenses increased from $487,000 to $920,000 for the
twelve  months of 2002 and 2003,  respectively.  As a  percentage  of  revenues,
general  and  administrative  expenses  increased  from 71.3% to 77.4% due to an
increase in the cost of  professional  services,  officers'  salaries  and other
expenses incurred in expanding to new markets,  particularly,  the United States
and Europe, and the deemed cost of share compensation.

Operating  loss increased from $311,000 for the twelve months ended December 31,
2002 to $612,000 for the similar period in 2003. Operating loss an as percentage

                                       12
<PAGE>

of revenues increased from 45.5% to 51.5% as a result of the increase in general
and administrative expenses.

For the Twelve months ended December 30, 2002, we had no royalty  revenues.  For
the twelve months ended December 31, 2003, we had $16,000 of royalty revenues.

For the twelve  months  ended  December  31,  2002 and 2003 we had  $49,000  and
$187,000 in financial expenses,  an increase of $138,000,  primarily as a result
of the new loan in the United States and bank credit in South  Africa,  and non-
recurrence of exchange  differences  from the South  African Rand,  which is the
functional  currency  in our  South  African  operations,  as well  as  exchange
differences caused by the strengthening of the Euro and the NIS. As a percentage
of revenue, financial expenses increased from 7.1% to 15.7%.

For the twelve months ended December 31, 2002 and 2003, we had other expenses of
$85,000 and  $110,000  respectively,  in  connection  with the  registration  of
securities.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2003, HOMI had long-term liabilities of $1,029,000 for long-term
loans from banks and  others.  Current  liabilities  were  $1,818,000  including
$365,000 of current maturities,  $347,000 of short-term bank credit and $573,000
in  shareholders'  loans.  At December 31, 2003,  current  assets were  $569,000
including cash and cash equivalents of $137,000 and bank deposits of $19,000.

Our cash and cash equivalents come from four sources:

(1) $1,389,000 from HOMI's share capital and private placements offering;

(2)  $347,000  from BSI's  investment  in HOS.  We used this  money to  purchase
Bartech mini-bars and as working capital for HOS.

(3) Approximately $1,103,000 from shareholders' loans.

(4) Short term, long term and credits from banks and others.

As of December 31, 2003,  HOMI had long-term  debt consisted of $440,000 of bank
loans which bear interest at a rate of 10% per annum,  $147,000 of bank loans in
U.S.  $ which  bear  interest  at a rate of  LIBOR  plus  2.25%,  $126,000  of a
long-term loan from a financial  institution linked to the Euro bearing interest
at 9.7% per  annum  and  $151,000  linked  to the  Israel  shekel  at 8%  annual
interest.  These loans are secured by liens on the assets of HOMI.  In addition,
in 2000, a minority shareholder and officer and director of Batim Bartech,  lent
the Company a loan linked to the South African Rand and bearing interest that is
charged  at the  same  rate  that  the  South  African  subsidiary  pays  on its
overdraft.  This rate was 11.5% as of December 31, 2003. As of December 31, 2003
the balance of this loan was equivalent to $230,000.

We may need to finance the  purchase  of  additional  mini-bars  as we enter new
outsource  operation  agreements.  Our subsidiaries may need to raise additional
capital,  either debt or equity,  if they enter into new agreements with hotels.
In such an event, the required  additional  capital would be based on the number
of  mini-bars  in such  hotels.  In the event we are unable to raise  additional
funds, if needed, we will not enter into new outsource operation agreements.

As of December 31, 2003,  the balance of loans of  controlling  shareholders  of
HOMI to the company were $1,103,000. $530,000 of this amount is long term loans,
of which  $300,000  bear  interest at 4% per annum and  payable by December  31,
2008;  however in the event  they are not paid by that  date,  the term of these
loans may be extended for an  additional  five years.  For the loan of $230,000,
interest is charged at the same rate that the South African  subsidiary  pays on
its  overdraft.  This rate was 11.5% as of December 31,  2003.  The terms of the
remaining loans by controlling shareholders have yet to be determined.

In June 2003, HOMI issued  1,000,000  shares of common stock to Mr. Rodia Mihali
in a private  offering.  These shares were offered at $.50 per share. Mr. Mihali
registered 250,000 of those shares in HOMI's registration statement on Form SB-2

                                       13
<PAGE>

dated August 12, 2003. On February 18, 2004, Mr. Mihali was appointed an interim
director of HOMI. Mr. Mihali will receive options to purchase  1,000,000  shares
of HOMI common stock at $.50 per share.  These options shall be allocated to him
at a rate of 40,000 per month for 25 months commencing on March 2004. Mr. Mihali
will have discretion as to when to exercise such options,  but they shall expire
30 days from the last allocation of 40,000 options.

OFF-BALANCE SHEET ARRANGEMENTS
Not Applicable

INTERNATIONAL TAX IMPLICATIONS

HOMI's subsidiaries in Israel are subject to a 36% corporate tax rate. The South
African subsidiary is subject to a 30% corporate tax rate.

Pursuant to the Income Tax  (Inflationary  Adjustments) Law - 1985,  results for
tax purposes in Israel are measured in real terms, in accordance with changes in
the Israeli Consumer Price Index.

As of  December  31,  2003,  HOMI's  subsidiaries  in Israel  had  approximately
$836,000 net operating  loss carry  forwards.  As of December 31, 2003,  HOS had
approximately  $785,000 net operating  loss carry  forwards.  As of December 31,
2003 Batim Bartech had approximately  $82,000 net operating loss carry forwards.
The loss carry  forwards in Israel,  the United  States and South Africa have no
expiration date.

As of December  31,  2003,  HOMI and it  subsidiaries  have  provided  valuation
allowances  of $344,000 in respect of deferred  tax assets,  resulting  from tax
loss and temporary differences.

ITEM 7.     FINANCIAL STATEMENTS

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

Disclosed in Form 8-K filed on March 18, 2004.

ITEM 8A.    CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our Principal  Executive Officer and Principal  Financial Officer,  we evaluated
the  effectiveness  of the design and operation of our  disclosure  controls and
procedures  (as defined in Rule 13a-15(e)  under the Securities  Exchange Act of
1934 (the "Exchange Act)).
 Based  on that  evaluation,  our  Principal  Executive  Officer  and  Principal
Financial  Officer  concluded  that, as of the end of the period covered by this
report, our disclosure controls and procedures are adequately designed to ensure
that information required to be disclosed by us in the reports we file or submit
under the Exchange Act is recorded,  processed,  summarized and reported, within
the time periods specified in the applicable rules and forms.  During the period
covered  by this  Annual  Report  on Form  10-KSB,  there  was no  change in our
internal  control over financial  reporting (as defined in Rule 13a-15(f)  under
the  Exchange  Act)  that  materially  affected,  or  is  reasonably  likely  to
materially affect, our internal control over financial reporting.

PART III

ITEM 9.     DIRECTORS,   EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

                                       14
<PAGE>

DIRECTORS AND EXECUTIVE OFFICERS

Our Board of Directors and executive  officers and their  respective  ages as of
March 20, 2004 are set forth in the table below.  Each of the  directors of HOMI
will serve until the next annual meeting of  shareholders or until his successor
is elected and qualified.


Also provided is a brief description of the business experience of each director
and executive  officer and the key personnel  during the past three years and an
indication of  directorships  (if any) held by each director in other  companies
subject to the reporting requirements under the Federal securities laws.

HOMI

NAME                        AGE                      POSITION
------------               ------                    ------------------------
Jacob Ronnel                 47                      CEO, President, Director
-------------              ------                    ------------------------
Ariel Almog                  36                      COO, Secretary, Director
-------------              ------                    ------------------------
Zeev Danziger                56                      CFO, Director
-------------              ------                    ------------------------
Rodia Mihali                 63                      Director

BTM

NAME                        AGE                      POSITION
-------------              ------                    ------------------------
Jacob Ronnel                 47                      CEO, Director
-------------              ------                    ------------------------
Ariel Almog                  36                      COO, Director
-------------
Zeev Danziger                56                      Director
-------------              ------                    ------------------------

HOS

NAME                        AGE                      POSITION
-------------              ------                    ------------------------
Jacob Ronnel                 47                      CEO, President, Director
-------------              ------                    ------------------------
Ariel Almog                  36                      COO, Secretary, Director
-------------              ------                    ------------------------
HILA

NAME                        AGE                      POSITION
-------------              ------                    ------------------------
Jacob Ronnel                 47                      CEO, President, Director
-------------              ------                    ------------------------
Ariel Almog                  36                      COO, Secretary, Director
-------------              ------                    ------------------------

BATIM BARTECH

NAME                        AGE                      POSITION
-------------              ------                    ------------------------
Ariel Almog                  36                      COO, Director
-------------              ------                    ------------------------
Daniel Golan                 59                      CEO, Director
-------------              ------                    ------------------------
Jacob Ronnel                 46                      President, Director

                                       15
<PAGE>

BIOGRAPHIES

JACOB RONNEL, 47, has been Chief Executive Officer,  President and a director of
HOMI since December 28, 2001,  director and Chief Executive Officer,  of Bartech
Mediterranean  Ltd. since May 1997 where he became a managing  director in March
1998;  CEO,  President  and a  director  of Hila  since its  inception  in 2001;
President and a director of Batim  Bartech since  inception in 1999 and director
and chief executive  officer of Hotel Outsource  Services,  Inc. since September
2001.  From July 1997 to September  1997,  Mr.  Ronnel was a  consultant  to and
provisional manager of Brookside  Investments,  Ltd. From 1996 to 2002, he was a
consultant  for Kassel  Financial  Consultants,  located in Israel.  Mr.  Ronnel
obtained a degree in International Hotel  Administration from Ecole Hoteliere de
LaUnited Statesnne, Switzerland.

ARIEL ALMOG,  36, has been Chief  Operating  Officer,  secretary and director of
HOMI since December 28, 2001. He has been Chief Operating Officer and a director
of Bartech  Mediterranean  Ltd. since May 1997 and a general manager since March
1998, COO, secretary and a director of Hila since its inception in 2001, COO and
a director of Batim  Bartech  since  inception  in 1999 and a director and chief
operating officer of Hotel Outsource  Services,  Inc. since September 2001. From
1996 to 1998,  Mr. Almog was an owner of a franchise  Apropo Cafe  restaurant in
Israel.  He received a Bachelor of Business  Administration  and Marketing  from
Schiller International University (American University, Paris, France).

ZEEV  DANZIGER,  56, has been a director  of HOMI since  February  4, 2002 and a
director of BTM since May 5, 2003.  Since May 2000, Mr. Danziger has served as a
financial advisor for companies  located in Israel.  From 1972 to 2000 he worked
at Leumi  Bank in  Israel,  in which  he  spent  13  years as a  manager  in the
corporate  division.  Mr.  Danziger  was credit  manager of Bank  Leumi's  North
Tel-Aviv banking  division in 1999. Mr. Danziger  received a Bachelor of Science
in Chemistry, a Bachelor of Social Sciences in economics, and a Master degree of
Business Administration (MBA), from Tel Aviv University in Israel.

DANIEL  GOLAN,  59, has been CEO and a director of Batim  Bartech since 1999. He
has served as a marketing  consultant for various  businesses  since 1998.  From
1988 to 1998 he  practiced  law in Tel  Aviv.  From  1984 to 1988 he  served  as
counselor for economic and  commercial  affairs in the Israeli  embassy in South
Africa.  Mr. Golan  received  degrees in economics,  statistics and law from the
Hebrew University in Jerusalem.

RODIA MIHALI,  63, has been a director of HOMI since February 2004. For the past
20 years,  he has served as a consultant  for various  businesses  in the United
States and Europe..

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The following persons are officers, directors and/or beneficial owners of 10% or
more of  HOMI's  common  stock  that have not  filed on a timely  basis  reports
required by Section  16(a) of the  Securities  Exchange Act of 1934 during prior
fiscal years.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                      Number of transactions
                                                      not filed on timely
Name                        Number of Late reports    basis                     Failure to file form
---------------------------------------------------------------------------------------------------------
<S>                                    <C>                       <C>                       <C>
Jacob Ronnel                           0                         0                         2
---------------------------------------------------------------------------------------------------------
Ariel Almog                            0                         0                         2
---------------------------------------------------------------------------------------------------------
Zeev Danzinger                         0                         0                         2
---------------------------------------------------------------------------------------------------------
Rodia Mihali                           0                         0                         2
---------------------------------------------------------------------------------------------------------
Benzion Perko                          0                         0                         2
---------------------------------------------------------------------------------------------------------
</TABLE>

HOMI has  adopted a code of  ethics  that  applies  to its  principal  executive
officers,  principal financial officer and principal  accounting  officer.  HOMI
will provide any person  without  charge,  upon request,  a copy of such code of
ethics and explain the manner in which such request may be made.

                                       16
<PAGE>

HOMI does not have a separately designated standing audit committee.  The entire
board of directors acts as its audit committee.

ITEM. 10   EXECUTIVE COMPENSATION

DIRECTORS' COMPENSATION

Directors  will be reimbursed  for the expenses they actually incur in attending
board meetings. Directors will not be paid a fee for their service or attendance
at board meetings but may receive  remuneration  in the future.  HOMI has agreed
issue Mr. Rodia Mihali options to purchase up to 1,000,000 shares of HOMI common
stock at $.50 per share.  These  options shall be issued 40,000 per month for 25
months  and  expire 30 days after the last  issuance.  As of April 1, 2004,  Mr.
Mihali  had  been  issued  0  options.  To  date,  directors  have  received  no
compensation.

HOMI  intends to adopt an  Employee  Stock  Option Plan for  management  and key
employees in which  between  2,000,000  and  3,000,000  options would be issued.
However as of the date of this report, no such plan has been adopted.

<TABLE>
<CAPTION>
              ANNUAL COMPENSATION            LONG-TERM COMPENSATION
              --------------------           ----------------------
                                                         AWARDS
                                                       RESTRICTED

                                                     OTHER ANNUAL STOCK
                                                     COMPENSATION AWARD(S) OPTIONS
OFFICER                  YEAR       SALARY($)        BONUS ($)         $                $             $
------------
<S>                      <C>        <C>              <C>               <C>              <C>           <C>
Jacob Ronnel
                         2001       $26,000
                         2002       $61,920
                         2003       $100,000

Ariel Almog
                         2001       $66,000
                         2002       $117,500
                         2003       $130,200

Daniel Golan
                         2001       $0
                         2002       $24,000
                         2003       $41,000

Zeev Danziger
                         2001       $0
                         2002       $0
                         2003       $13,200
</TABLE>


Pursuant to Ariel Almog's employment agreement with HOS, Mr. Almog is to receive
an annual base salary of $80,000 per year as Chief Operating Officer, commencing
June 2002. Mr. Almog will be entitled to annual  performance-based  bonuses. Mr.
Almog also  receives  $1,000 per month for medical  insurance,  matching  401(k)
contributions up to 5% of his base salary, a housing allowance of between $2,500
and $2,700 per month, $1,300 per month child education  allowance,  a car, and a
one-time  relocation  allowance of $5,000.  HOS may  terminate  this  employment
agreement upon 90 days written notice."

                                       17
<PAGE>

Commencing in April 2002, Mr. Almog has been receiving an annual gross salary of
$80,000 per year from HOS, plus up to $70,000 in expenses from HOS.

According to the employment agreement entered into by Jacob Ronnel and HOS which
commenced  June 2002,  Mr.  Ronnel  shall  serve as Chief  Executive  Officer at
$80,000  per year;  however,  Mr.  Ronnel  received  only 50% of his base salary
($40,000  per year) until June 2003,  and resumed his $80,000 per year salary in
July 2003. Mr. Ronnel is entitled to an annual  performance-based bonus. HOS may
terminate this agreement upon 90 days written notice.

Since April 2002,  Jacob Ronnel has been  receiving an annual  salary of $40,000
from HOS and $40,000 per annum from BTM. Since July 2003,  Jacob Ronnel has been
receiving an annual salary of $40,000 from HOMI, as well.

From  January  2002 to July 2003,  Daniel  Golan  received  an annual  salary of
$24,000  from Batim  Bartech.  Commencing  in August  2003,  Mr.  Golan has been
receiving an annual salary of $41,000.

According to the  employment  agreement  entered into by Zeev  Danziger and HOMI
which commenced July 2003, Mr.  Danziger shall serve as Chief Financial  Officer
at $2,250 per month.  HOMI may  terminate  this  agreement  upon 90 days written
notice.

ITEM 11:    SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT AND
            RELATED  STOCKHOLDER  MATTERS

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to HOMI with respect to
beneficial  ownership of HOMI common  stock as of December 31, 2003,  the number
and percentage of outstanding  shares of common stock beneficially owned by each
person who beneficially owns:

                  more than 5% of the  outstanding  shares of our common  stock;
                  each of our  officers and  directors;  and all of our officers
                  and directors as a group.

Except  as  otherwise  noted,  the  persons  named  in this  table,  based  upon
information  provided by these persons,  have sole voting and  investment  power
with respect to all shares of common stock owned by them.

<TABLE>
<CAPTION>
Names and Address of Beneficial             Number of Shares           % Beneficially
Owner                                       Beneficially Owned         Owned
--------------------------------            ------------------         ---------------
<S>                                         <C>                        <C>
Jacob Ronnel                                3,326,917                  14.46%
21 Hasvoraim Street
Tel Aviv, Israel
--------------------------------            ------------------         ---------------
Ariel Almog                                 3,326,917                  14.46%
224 Maypoint Drive,
San Raphael, CA
--------------------------------            ------------------         ---------------
Blackborn Consulting (1999) LTD.(1)         3,326,917                  14.46%
25 HaMerad Street
Tel Aviv, Israel
--------------------------------            ------------------         ---------------
Daniel Golan                                200,000                    .9%
406c Sandhurst Gardens, Sandton
Johannesburg, South Africa
--------------------------------            ------------------         ---------------

                                       18
<PAGE>

Zeev Danziger                               0                          0%
Zalman Shneor 7
Herzlia, Israel
--------------------------------            ------------------         ---------------
Rodia Mihali(3)                             1,080,000                  4.3%
21 Neher St
Munich
Germany
--------------------------------            ------------------         ---------------
All officers and directors as a             8,033,834                  34.58%(2)
group (5 people)
</TABLE>

(1)   The beneficial owner of the securities held by Blackborn Consulting is Mr.
      Benzion Perko, 17 Alterman Street,  Kfar-Saba,  Israel. Mr. Perko acquired
      an additional 500,000 shares in March 2004.

(2)   Mr.  Golan owns these shares  through Ice Maiden  International  Ltd.,  of
      which he is the beneficial owner.

(3)   Includes options to purchase 80,000 over the next 60 days.

ITEM 12:   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

In 2003, Cassel Economic and Financial Consultants Ltd. accrued $79,274 for rent
of  executive  offices  and  office  services.   Benzion  Perko,  a  controlling
shareholder  of HOMI,  is the control  person of Cassel  Economic and  Financial
Consultants Ltd. The outstanding liability as of December 31, 2003 is $101,532.

In the year ended  December 31,  2003,  Mr.  Benzion  Perko lent HOMI a total of
$557,000 through two companies which he controls:  Paroz Promotion and Investing
Ltd and Coventry  Promotion and  Investing  Ltd. The  outstanding  balance as of
December  31,  2003 is  $423,000.  The  terms  of the  loans  have  not been yet
determined.

In the year ended December 31, 2003,  Calderstone Investment Ltd., a shareholder
of HOMI,  lent HOMI $33,960,  all of which was outstanding at December 31, 2003.
The terms of this loan have yet to be determined.

In 2003, a subsidiary of HOMI loaned Daniel Golan (through Batim Homes Ltd) RAND
23,285 (approximately $3,500). As of December 31, 2003, the balance of this loan
was $3,500.  Additionally,  in 2003,  Daniel Golan,  a shareholder  of HOMI, and
director and officer of Batim Bartech lent Batim Bartech $16,000. As of December
31, 2003 the balance owed is RAND 1,515,158 (approximately $230,000)

On December 1, 2003,  Jacob  Ronnel and Ariel Alomg,  officers and  directors of
HOMI,  each loaned the company  $150,000.  Interest on this loan  accrues 4% per
annum. The loans and interest are due on December 1, 2008.

In February 2004 HOMI entered into a retainer  agreement  with Joseph  Stabholz,
pursuant to which HOMI agreed to issue  150,000  shares of its common stock at a
deemed value of $45,000, and to pay Mr. Stabholz a monthly fee of $3,000.

On February  2004 HOMI signed a consultancy  agreement  with Benzion  Perko.  In
consideration  of the  services  rendered by Mr.  Perko,  HOMI issued to 500,000
shares  at a deemed  value of  $150,000.  In  addition  HOMI will pay to Perko a
monthly consulting fee of $3,000 plus VAT.

In March  2004,  HOMI  entered  into an  agreement  with Mr.  Avraham  Bahry,  a
shareholder of HOMI, and Mr. Rodia Mihali,  a director and  shareholder of HOMI,
pursuant to which Mr.  Bahry and Mr.  Mihali lent the Company  $300,000  bearing

                                       19
<PAGE>

interest  at the annual  rate of LIBOR for six months  plus 1%. This loan is due
June 30, 2004,  but may be converted  into shares of HOMI's  common stock in the
event HOMI engages in a right offering or other offering of securities.

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits required by Item 601 of Regulation S-B

      2.1   Acquisition  Agreement  between  Benjamin  Acquisitions,   Inc.  and
            Bartech Mediterranean International, Ltd. (1) (2)
      3.1   Certificate of Incorporation (1) (2)
      3.1A  Certificate of Amendment to Certificate of Incorporation(1) (2)
      3.2   By-Laws (1) (2)
      10.1  BTM-BSI Agreement for Israel, Jordan and Turkey (1) (3)
      10.2  BTM-BSI Agreement for South Africa (1) (3)
      10.3  HOS-BTM Stock Purchase Agreement((1) 3)
      10.4  HOS-BTM Stockholders' Agreement (1) (3)
      10.5  HOS-BTM Option (1) (3)
      10.6  HOS Purchase Option Agreement (1) (3)
      10.7  Bank Leumi Credit Agreement (1) (3)
      10.8  Bank Leumi Promissory Note (1) (3)
      10.9  Bank Leumi Security Agreement (1) (3)
      10.10 Assignment by BTM to Protel Bilgisayar Limited Sirketi (1) (3)
      10.11 Agreement between BTM and  Intercontinental  Hotels  Corporation (1)
            (4)
      10.12 Strategic Alliance between Bartech E.M.E.A SARL and HOMI (1) (6)
      10.13 Consulting Agreement between BTM and Muscum Holding Corp. (1) (5)
      10.14 Employment Agreement between HOS and Ariel Almog (1) (5)
      10.15 Employment Agreement between HOS and Jacob Ronnel (1) (5)
      10.16 Agreement with Rodia Mihali (1) (6)
      10.17 Loan  Agreement by and between HOMI and Jacky Ronnel dated  December
            1, 2003 (1) (7)
      10.18 Loan Agreement by and between HOMI and Ariel Almog dated December 1,
            2003(1) (7)
      10.19 Loan  Agreement  by and  between  HOMI and  Avraham  Bahry and Rohia
            Mihali dated March 1, 2003(1) (7)
      14.0  Code of Ethics
      21.0  Subsidiaries(3)
      24.0  Consent of Staley Okada and partners
      31.1  Certification  of Zeev  Danzinger and Jacob Ronnel  pursuant to Rule
            13q-14(a) of the Securities Exchange Act of 1934
      32.1  Certification  required  by  Rule  13a-14(b)  under  the  Securities
            Exchange  Act of 1934 and Section  1350 of Chapter 63 of Title 18 of
            the United States Code (18 U.S.C. 1350)

-------------------------------------------------------------------------------
(1)   Incorporated by reference.
(2)   Incorporated by reference from initial filing of registration statement on
      Form SB-2 filed July 7, 2002.
(3)   Incorporated by reference from Amendment No. 1 to  registration  statement
      on Form SB-2 filed October 15, 2002.
(4)   Incorporated by reference from Amendment No. 2 to  registration  statement
      on Form SB-2 filed January 21, 2003.
(5)   Incorporated by reference from Amendment No. 3 to  registration  statement
      on Form SB-2 filed July 3, 2003.
(6)   Incorporated by reference from Amendment No. 4 to  registration  statement
      on Form SB-2 filed August 6, 2003.
(7)   Incorporated by reference from Form 8-K filed April 8, 2004.

                                       20
<PAGE>

(b)  A Form 8-K was  filed on March  18,  2004  with  respect  to the  change in
     accountants.  A Form 8-k was filed on April 8, 2004  with  respect  to loan
     agreements entered into between HOMI and certain officers and directors.








                                       21
<PAGE>

                                   SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the  undersigned,  thereto duly
authorized.


HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.

By: /s/ Jacob Ronnel                                 Dated:  April 14, 2004
   -----------------
      Jacob Ronnel, President, Chief Executive Officer



In accordance  with the  requirements  of the Exchange Act, this report has been
signed below by the  following  persons on behalf of the  registrant  and in the
capacities and on the dates indicated:


/s/ Jacob Ronnel                                     Dated:   April 14, 2004
--------------------------------
Jacob Ronnel, President, Director


/s/ Ariel Almog                                      Dated: April 14, 2004
--------------------------------
Ariel Almog, Secretary, Director


/s/ Zeev Danziger                                    Dated:  April 14, 2004
--------------------------------
Zeev Danziger, CFO, Director


/s/ Rodia Mihali                                     Dated:  April 14, 2004
--------------------------------
Rodia Mihali, Director


                                       22


<PAGE>

                          HOTEL OUTSOURCING MANAGEMENT

                       INTERNATIONAL INC. AND SUBSIDIARIES

                      (FORMERLY: BENJAMIN ACQUISITION INC.)



                        CONSOLIDATED FINANCIAL STATEMENTS

                             AS OF DECEMBER 31, 2003





                                      INDEX

                                                                    PAGE
                                                                 ---------

          REPORT OF INDEPENDENT AUDITORS                            2-3

          CONSOLIDATED BALANCE SHEET                                4-5

          CONSOLIDATED STATEMENTS OF OPERATIONS                      6

          STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY              7

          CONSOLIDATED STATEMENTS OF CASH FLOWS                     8-9

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS           10-28




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



<PAGE>


STALEY, OKADA & PARTNERS                     Suite 400 - 889 West Pender Street
                                                  Vancouver, BC Canada  V6C 3B2
                                                               Tel 604 694-6070
                                                               Fax 604 585-3800
                                                           info@staleyokada.com
                                                            www.staleyokada.com




                          INDEPENDENT AUDITORS' REPORT

                             to the Shareholders of

                 HOTEL OUTSOURCING MANAGEMENT INTERNATIONAL INC.

                      (Formerly: Benjamin Acquisition Inc.)


      We have audited the accompanying consolidated balance sheet of Hotel
Outsourcing Management International Inc. (Formerly: Benjamin Acquisition Inc.)
(the "Company") and its subsidiaries as of December 31, 2003 and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.


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


      In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company and its subsidiaries as of December 31, 2003 and the consolidated
results of their operations and cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States.


                                                     "Staley, Okada & Partners"


Vancouver, Canada                                    Staley, Okada and Partners
March 30, 2004



<PAGE>


                         REPORT OF INDEPENDENT AUDITORS

                             TO THE SHAREHOLDERS OF

                 HOTEL OUTSOURCING MANAGEMENT INTERNATIONAL INC.

                      (FORMERLY: BENJAMIN ACQUISITION INC.)


      We have  audited  the  accompanying  consolidated  balance  sheet of Hotel
Outsourcing Management International Inc. (Formerly:  Benjamin Acquisition Inc.)
(the  "Company")  and its  subsidiaries  as of December 31, 2002 and the related
consolidated statements of operations,  changes in stockholders' equity and cash
flows for each of the two years then ended.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.


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


      In our opinion,  the consolidated  financial  statements referred to above
present fairly, in all material respects, the consolidated financial position of
the Company and its  subsidiaries  as of December 31, 2002 and the  consolidated
results of their operations and cash flows for each of the two years then ended,
in  conformity  with  accounting  principles  generally  accepted  in the United
States.




Tel-Aviv, Israel                                      KOST FORER & GABBAY
June 15, 2003                                  A Member of Ernst & Young Global


                                     - 3 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)
CONSOLIDATED BALANCE SHEET
U.S. DOLLARS IN THOUSANDS


                                                     DECEMBER   DECEMBER
                                                        31,        31,
                                            NOTE       2002       2003
                                          --------   --------   --------

       ASSETS

CURRENT ASSETS:
   Cash and cash equivalents                              162        137
   Short-term bank deposits                                26         19
   Trade receivables                                       88        195
   Related parties                               3        106         23
   Other accounts receivable                                9         97
   Inventories                                             81         98
                                                     --------   --------

Total Current assets                                      472        569
                                                     --------   --------

LONG-TERM INVESTMENTS AND RECEIVABLES:
   Investments in an affiliated company          4         13         13
   Severance pay fund                                      16         23
   Trade receivables                                      -.-         47
                                                     --------   --------

                                                           29         83
                                                     --------   --------


PROPERTY AND EQUIPMENT, NET:                     5
   Minibars                                             1,627      2,451
   Other property and equipment                            15         38
                                                     --------   --------

                                                        1,642      2,489
                                                     --------   --------

OTHER ASSETS:
   Contract rights, net                          6         49         56
                                                     --------   --------

Total Assets                                            2,192      3,197
                                                     ========   ========



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                     - 4 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)
CONSOLIDATED BALANCE SHEET
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                                          DECEMBER 31,  DECEMBER 31,
                                                                                NOTE          2002          2003
                                                                              ----------   ----------    ----------
<S>                                                                           <C>          <C>           <C>
      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Short-term bank credit                                                              7          188           347
   Current maturities of long-term loans from banks and others                         9          265           365
   Trade payables                                                                                 102           130
   Shareholders loans                                                                16h          329           573
   Other accounts payable and accrued expenses                                         8          208           403
                                                                                           ----------    ----------

Total current liabilities                                                                       1,092         1,818
                                                                                           ----------    ----------

LONG-TERM LIABILITIES:

   Long-term loans from banks and others                                               9          771         1,029
   Accrued severance pay                                                                           17            25
   Deferred taxes                                                                     15           18            19
                                                                                           ----------    ----------

                                                                                                  806         1,073
                                                                                           ----------    ----------

COMMITMENTS AND CONTINGENT LIABILITIES                                                10

MINORITY INTEREST                                                                                 154           233
                                                                                           ----------    ----------

STOCKHOLDERS' EQUITY:
   Share capital -                                                                    11

      Preferred - Authorized: 5,000,000 shares as of December 31, 2003 and 2002;
         Issued and outstanding: 0 shares
      Common stock of $ 0.001 par value - Authorized: 30,000,000 shares as of
         December 31, 2003 and 2002; Issued and outstanding - 23,000,000 shares
         as of December 31, 2003 and 22,000,000 as of
         December 31, 2002                                                                         22            23
   Additional paid-in capital                                                                     867         1,579
   Accumulated other comprehensive income                                                          10            34
   Accumulated deficit                                                                           (759)       (1,563)
                                                                                           ----------    ----------

Total stockholders' equity                                                                        140            73
                                                                                           ----------    ----------

Total liabilities and stockholders' equity                                                      2,192         3,197
                                                                                           ==========    ==========
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                     - 4 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                       NOTE         2001           2002            2003
                                                     ---------   -----------    -----------    -----------

<S>                                                         <C>          <C>            <C>          <C>
Revenues                                                    12           607            683          1,189
Cost of revenues                                                        (476)          (473)          (868)
                                                                 -----------    -----------    -----------

Gross profit                                                             131            210            321

Operating expenses:
   Selling and marketing                                                 (40)           (34)           (13)
   General and administrative                                           (171)          (487)          (920)
                                                                 -----------    -----------    -----------

Operating loss                                                           (80)          (311)          (612)
Financial expenses, net                                     13           (57)           (49)          (187)
Other expenses                                              14           -.-            (85)          (110)
                                                                 -----------    -----------    -----------

Loss before taxes on income                                             (137)          (445)          (909)
Taxes on income (benefit)                                   15            32            (60)            24
                                                                 -----------    -----------    -----------

                                                                        (105)          (505)          (885)
Equity in earnings (losses) of affiliated companies                        8             (9)            --
Minority interest in losses of subsidiaries, net                           3             35             81
                                                                 -----------    -----------    -----------

Net loss                                                                 (94)          (479)          (804)
                                                                 ===========    ===========    ===========

Basic and diluted net loss per share                                  (0.008)        (0.022)        (0.035)
                                                                 ===========    ===========    ===========

Weighted average number of shares used in computing
   basic and diluted net loss per share                           11,850,000     21,816,667     22,512,329
                                                                 ===========    ===========    ===========
</TABLE>


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                     - 5 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS (EXCEPT SHARES DATA)

<TABLE>
<CAPTION>
                                 NUMBER OF                                    ACCUMULATED                    OTHER
                                 SHARES OF            ADDITIONAL RECEIVABLES     OTHER                   COMPREHENSIVE    TOTAL
                                  COMMON      SHARE    PAID-IN    ON ACCOUNT COMPREHENSIVE  ACCUMULATED      INCOME    STOCKHOLDERS'
                                  STOCK      CAPITAL   CAPITAL    OF SHARES  INCOME (LOSS)     DEFICIT       (LOSS)      EQUITY
                                -----------  -------  ---------- ----------- -------------  -----------  ------------- ------------
<S>                             <C>          <C>       <C>         <C>       <C>            <C>          <C>            <C>
Balance as of January 1, 2002    22,000,000      22       867        (220)             (39)        (280)           --         350

   Payment of receivables on
     account of shares                   --      --        --         220               --           --            --         220
   Foreign currency translation
     adjustments                         --      --        --          --               49           --            49          49
   Net loss                              --      --        --          --               --         (479)         (479)       (479)
                                -----------  ------   -------      ------    -------------  -----------  ------------   ---------

   Total comprehensive loss                                                                                      (430)
                                                                                                         ============

Balance as of December 31, 2002  22,000,000      22       867          --               10         (759)           --         140

   Issuance of share capital      1,000,000       1       499          --               --           --            --         500
   Foreign currency translation
     adjustments                         --      --        --          --               24           --            24          24
   Capital Reserve in accord
     with issuance of shares
     TO consultants                      --      --       213          --               --           --            --         213
   Net loss                              --      --        --          --               --         (804)         (804)       (804)
                                -----------  ------   -------      ------    -------------  -----------  ------------   ---------
   Total comprehensive loss                                                                                      (780)
                                                                                                         ============

Balance as of December 31, 2003  23,000,000      23     1,579          --               34       (1,563)                       73
                                ===========  ======   =======      ======    =============  ===========                 =========
</TABLE>


The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements



                                     - 6 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS
<TABLE>
<CAPTION>
                                                                                         YEAR ENDED DECEMBER 31,
                                                                                     2001           2002          2003
                                                                                 ------------   ------------   ------------
<S>                                                                                       <C>           <C>            <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                              (94)          (479)          (804)
    Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                       77            152            224
       Compensation expense resulting from shares granted                                  --             --            213
       Increase (decrease) in accrued severance pay, net                                    4             (9)             1
       Accrued interest and linkage difference on loans, net                               --             (7)            66
       Equity in losses (earnings) of affiliated companies                                 (8)             9             --
       Loss on sale of property and equipment                                              --              2             --
       Minority interest in losses of subsidiaries, net                                    (3)           (35)           (81)
       Deferred income taxes, net                                                         (32)            50             (4)
       Decrease (Increase) in inventories                                                   4            (18)           (12)
       Decrease (Increase) in trade receivables                                            10            (25)           (18)
       Decrease (increase) in related parties                                             (33)           (72)            88
       Decrease (increase) in other accounts receivable                                    (7)            23            (78)
       Increase (Decrease) in trade payables                                              (20)            61             25
       Increase (decrease) in other accounts payable and accrued expenses                  64             18            (32)
                                                                                 ------------   ------------   ------------

Net cash used in operating activities                                                     (38)          (330)          (412)
                                                                                 ------------   ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                     (40)          (940)          (826)
   Proceeds from sale of property and equipment                                            --             15             --
   Short-term bank deposits, net                                                           --            (26)             7
   Long-term loan to an affiliate                                                         (70)            --             --
   Acquisition of  a subsidiary                                                             7             --             --
   Short-term loans to a shareholder                                                       --            (32)            --
                                                                                 ------------   ------------   ------------

Net cash used in investing activities                                                    (103)          (983)          (819)
                                                                                 ------------   ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of shares, net                                                                 26             --            500
   Issuance of shares to minority in subsidiary                                            --            193            154
   Proceeds from convertible loans                                                        400             --             --
   Payment of receivables on account of shares                                             --            220             --
   Proceeds from long-term loans from banks and others                                     --            567            197
   Repayment of long-term loans from banks and others                                    (153)          (171)          (294)
   Proceeds from loans from shareholders                                                   --            329            522
   Short-term bank credit, net                                                            225            (51)           119
                                                                                 ------------   ------------   ------------

Net cash provided by financing activities                                                 498          1,087          1,198
                                                                                 ------------   ------------   ------------

Effect of exchange rate changes on cash and cash equivalents                               (2)            12              8
                                                                                 ------------   ------------   ------------

Increase (Decrease) in cash and cash equivalents                                          355           (214)           (25)
Cash and cash equivalents at the beginning of the year                                     21            376            162
                                                                                 ------------   ------------   ------------

Cash and cash equivalents at the end of the year                                          376            162            137
                                                                                 ============   ============   ============
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                     - 7 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS



<TABLE>
<CAPTION>
 (a)         Fair value of assets acquired and liabilities assumed at the date of acquisition:    YEAR ENDED DECEMBER 31, 2001
                                                                                                  ----------------------------
<S>                                                                                               <C>
                Working capital, net (excluding cash and cash equivalents)                                     (39)
                Property and equipment                                                                        (169)
                Contract rights                                                                                (53)
                Long-term loan                                                                                  90
                Investment in an affiliate prior to consolidation                                              141
                Minority interest                                                                              (13)
                                                                                                  -----------------------------

                                                                                                               (43)
             Issuance of common stock                                                                           50
                                                                                                  -----------------------------

             Acquired cash and cash equivalents                                                                  7
                                                                                                  =============================
</TABLE>



<TABLE>
<CAPTION>
 Supplemental cash flow activities:                                                 YEAR ENDED DECEMBER 31,
                                                                           -----------------------------------------
                                                                              2001            2002           2003
                                                                           ----------      ----------    -----------
<S>                                                                        <C>             <C>           <C>
 (a) Non-cash transactions:
           Purchase of property and equipment                                  79               63            288
                                                                           ==========      ==========    ===========
           Shares issued to acquire HOMI through deemed conversion of
              convertible loans                                               400               --             --
                                                                           ==========      ==========    ===========

 (b)       Cash paid during the year for interest                              36               61            121
                                                                           ==========      ==========    ===========
</TABLE>



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.


                                     - 8 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S.  DOLLARS  IN  THOUSANDS  (EXCEPT  SHARE  DATA)

NOTE 1:-    ORGANIZATION  AND PRINCIPAL ACTIVITIES

      a.    Hotel  Outsourcing   Management   International  Inc.  ("HOMI")  was
            incorporated  under the laws of Delaware  on  November 9, 2000.  The
            Company changed its name from Benjamin  Acquisitions Inc. in January
            2002.

            Pursuant  to  the  terms  of  an  Agreement  and  Acquisition   Plan
            (hereinafter  - the  "Agreement")  dated  December  28, 2001 between
            HOMI,  Bartech  Med and its  shareholders,  HOMI  issued 12  million
            shares to the shareholders of Bartech Med in exchange for all of the
            outstanding  share capital of Bartech Med, thus  converting  Bartech
            Med into a wholly owned subsidiary of HOMI.

            HOMI had been  inactive  since  inception,  and was only involved in
            raising  capital from  investments.  Prior to signing the Agreement,
            HOMI granted Bartech Med convertible  loans that were converted into
            Bartech Med capital upon signing the Agreement. The acquisition plan
            between HOMI and Bartech Med was an acquisition  by a  non-operating
            corporation  (HOMI)  of an  operating  company  (Bartech  Med)  that
            resulted  in the  owners and  management  of the  operating  company
            having operating control (54.5%) of the combined company  subsequent
            to the  transaction.  The  transaction  has been  accounted for as a
            "reverse  acquisition" whereby Bartech Med (the accounting acquirer)
            is deemed to have acquired HOMI (the legal  acquirer).  Because HOMI
            was a  non-operating  shell company with nominal  assets and Bartech
            Med was a private operating company, the acquisition was recorded as
            the  issuance  of  stock  for  the  net  monetary  assets  of  HOMI,
            accompanied  by  a   recapitalization   and  no  goodwill  or  other
            intangible  assets were recorded.  Comparative  figures  reflect the
            operations of Bartech Med.

            The Company  registered  7,566,032 shares on the OTCBB and commenced
            trade on February 25, 2004.

      b.    Bartech  Mediterranean  Ltd.  ("Bartech Med") was incorporated under
            the laws of Israel in 1997. Bartech Med is a provider of services to
            hotels.  Bartech Med is the exclusive distributor of Bartech Systems
            International  and Bartech EMEA SARL  (together:  "Bartech Int.") in
            Israel,  Jordan  and  Turkey  (see  Note  10b).  Bartech  Int.  is a
            manufacturer of computerized  minibars for hotels.  Since inception,
            Bartech Med has sold and installed  computerized minibars in hotels.
            In 1999,  Bartech Med expanded its scope of operations to purchasing
            minibars and signing  exclusive  outsourcing  agreements with hotels
            for the provision and operation of the minibars.  The hotels receive
            a monthly  commission  computed as a percentage of the revenues.  In
            addition,  Bartech Med operates through subsidiaries and affiliates.
            For a description of Bartech Med's  subsidiaries  and affiliates see
            Note 1c. The  Company is  dependent  upon a sole  supplier  (Bartech
            Int.) to provide  minibars  custom  built to client  specifications.
            Failure of this  supplier to supply the Company  with  products in a
            timely and  satisfactory  manner or termination  of the  exclusivity
            agreement  could  adversely  effect  the  financial   condition  and
            operating  results of the Company  see Note 10b.  As for  geographic
            markets  and  major  customers  see Note 12.  Hereinafter,  HOMI and
            Bartech Med will be referred to as "the Company".

                                     - 9 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S.  DOLLARS  IN  THOUSANDS  (EXCEPT  SHARE  DATA)

NOTE 1:-  ORGANIZATION AND PRINCIPAL ACTIVITIES (CONT.)

c.    Subsidiaries and Affiliates of the Company:

      1.    Commencing  with  the end of 1999,  a 50%  owned  Israeli  affiliate
            operates minibars in one hotel in Israel.

      2.    Commencing  with the year 2000,  a wholly owned  Israeli  subsidiary
            operates  minibars in one hotel in Eilat,  Israel. In June 2003, the
            wholly owned  subsidiary  terminated the contract with the hotel and
            has been inactive since see Note 17d.

      3.    Commencing  with the year  2000,  a 50%  owned  affiliate  commenced
            operations  in South Africa.  As of December 31, 2003,  this company
            operates minibars in 3 hotels in Johannesburg and Cape Town. Bartech
            Med's  holdings in this  affiliate  are via its 100%  ownership of a
            company incorporated in the British Virgin Islands.

            On October 1, 2001,  the Company  purchased an additional 10% of the
            shares of the  affiliate in South Africa  increasing  its  ownership
            interest to 60%. Henceforth,  operations of the subsidiary have been
            included in the  consolidated  financial  statements of the Company.
            Since this  acquisition  was  completed  after June 30, 2001,  it is
            subject to the accounting  under  Statement of Financial  Accounting
            Standard  ("SFAS") No. 141 "Business  Combination"  and SFAS No. 142
            "Goodwill and Other Intangible Assets".

            The  acquisition  was accounted for in accordance  with the purchase
            method of accounting. The purchase price consisted of 200,000 shares
            of the Company's  shares of Common stock (total estimated fair value
            of $50 - based on last stock cash  transaction in the Company).  The
            purchase price was allocated to the tangible and  intangible  assets
            acquired and  liabilities  assumed based upon their  respective fair
            values at the  acquisition  date.  The purchase  price was allocated
            mainly to contract  rights of the  subsidiary  and will be amortized
            over a period of ten years commencing October 2001 (See Note 6).

      4.    Commencing  with  the  year  2001,   through  a  wholly  owned  U.S.
            subsidiary,  the Company  formed a 70% owned  subsidiary in the U.S.
            and commenced outsourcing operations in the U.S. In August 2002, the
            subsidiary  completed  installation and commenced operating minibars
            in a 805 rooms hotel in San Francisco. As of December 31, 2003, this
            company  operates  minibars  in 2  hotels  and  is in the  midst  of
            installing  in a third.  The remaining 30% is held by Bartech Int. -
            the Company's major supplier of minibars (see Note 10d).

      5.    Subsequent  to balance  sheet date,  a wholly  owned  subsidiary  in
            Luxembourg was formed and commenced its operations in Europe.  First
            installation  of minibars in Germany is expected by the end of March
            2004.

                                     - 10 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S.  DOLLARS  IN  THOUSANDS  (EXCEPT  SHARE  DATA)

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

      The  consolidated  financial  statements  have been prepared in accordance
      with generally accepted accounting  principles in the United States ("U.S.
      GAAP").

      a.    Use of estimates:

            The preparation of financial statements in conformity with generally
            accepted accounting principles requires management to make estimates
            and  assumptions  that affect the amounts  reported in the financial
            statements and accompanying  notes. Actual results could differ from
            those estimates.

      b.    Financial statements in U.S. dollars:

            The  majority  of the  Company's  sales is in  dollars  or in dollar
            linked  currencies.  In  addition,  the  majority  of the  Company's
            financing is received in U.S. dollars.  Accordingly, the Company has
            determined the U.S.  dollar as the currency of its primary  economic
            environment  and  thus,  its  functional  and  reporting   currency.
            Non-dollar  transactions and balances have been remeasured into U.S.
            dollars  in  accordance  with  Statement  of  Financial   Accounting
            Standard No. 52 "Foreign Currency  Translation" ("SFAS No. 52"). All
            transaction  gains and losses  from the  remeasurement  of  monetary
            balance  sheet  items  denominated  in  non-dollar   currencies  are
            reflected in the  statement  of  operations  as financial  income or
            expenses, as appropriate.

            The financial  statements of a foreign subsidiary,  whose functional
            currency  is not the U.S.  dollar,  have been  translated  into U.S.
            dollars.  All balance sheet accounts have been translated  using the
            exchange  rates in effect at the balance  sheet date.  Statement  of
            operations  amounts have been translated  using the average exchange
            rate for the period. The resulting  translation  adjustments are not
            included  in  determining  net loss but are  reported  in a separate
            component  of  accumulated  other  comprehensive  income  (loss)  in
            stockholders' equity.

      c.    Principles of consolidation:

            The consolidated  financial  statements  include the accounts of the
            Company  and  its   subsidiaries.   Intercompany   transactions  and
            balances, including profits from intercompany sales not yet realized
            outside the group, have been eliminated in consolidation.

      d.    Cash and cash equivalents:

            The Company considers all highly liquid  investments  purchased with
            maturities  of three months or less at the date  acquired to be cash
            equivalents.

      e.    Short-term bank deposits:

            The Company  classifies  bank deposits with  maturities of more than
            three  months  and  less  than  one  year  as  short-term  deposits.
            Short-term  deposits  are  presented  at  cost,   including  accrued
            interest.  The deposits are in NIS and the weighted average interest
            rate in 2003 was 5%.

                                     - 11 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

      f.    Inventories:

            Inventories  are  stated  at the  lower  of  cost or  market  value.
            Inventory  write-offs  are provided to cover risks arising from slow
            moving items.  Cost is determined  using the  "first-in,  first-out"
            method.  Inventories  are  composed of the food  products and drinks
            sold at the minibars in hotels.

      g.    Property and equipment:

            Property  and  equipment  are  stated  at  cost  net of  accumulated
            depreciation.  Depreciation  is  computed  using  the  straight-line
            method  over  the  estimated  useful  lives  of the  assets,  at the
            following annual rates:

<TABLE>
<CAPTION>
                                                                                  %
                                                     --------------------------------------------------------
<S>         <C>                                      <C>
            Minibars                                 10% or over the term of the hotel agreement (mainly 8-10
                                                                 years), whichever is the shorter
            Computers and electronic equipment                                  15 - 33
            Office furniture and equipment                                        7
</TABLE>

      h.    Other assets:

            Contract rights for operating minibars in hotels in South Africa are
            amortized using the straight-line  method over the contracts periods
            with the hotels - 10 years.

      i.    Impairment of long lived assets:

            The Company's long-lived assets and certain identifiable intangibles
            are  reviewed  for  impairment  in  accordance   with  Statement  of
            Financial Accounting Standard No. 144 "Accounting for the Impairment
            or Disposal of Long-Lived  Assets" ("SFAS No. 144") whenever  events
            or changes in circumstances  indicate that the carrying amount of an
            asset may not be  recoverable.  Recoverability  of assets to be held
            and used is measured by a comparison  of the  carrying  amount of an
            asset to the future undiscounted cash flows expected to be generated
            by the assets.  If such assets are  considered  to be impaired,  the
            impairment  to be  recognized is measured by the amount by which the
            carrying amount of the assets exceeds the fair value of the assets.

            As of December 2002 and December  2003,  no  impairment  losses have
            been identified.

                                     - 12 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

      j.    Revenue recognition:

            Revenues  are  mainly  derived  from  operating   minibars   through
            exclusive long-term revenue sharing agreements with hotels. Also the
            Company  assigned its exclusive  rights for  marketing  Bartech Int.
            products in Turkey to a Turkish company.

            Revenues  from  product  sales  derived  from  outsourcing  activity
            (minibar's  content),  under the exclusive long-term revenue sharing
            agreements  with hotels,  net of the hotel's  portion,  and revenues
            from disposal of minibars are  recognized  in accordance  with Staff
            Accounting  Bulletin  No.  101  "Revenue  Recognition  in  Financial
            Statements"  ("SAB No. 101") when delivery has occurred,  persuasive
            evidence of an  arrangement  exists,  the  vendor's  fee is fixed or
            determinable and collectibility is probable.  The Company determines
            such revenues by receiving  confirmation  of sales from hotels using
            its minibars (see Note 10a).  Revenues from these operations for the
            years ended December 31 2002 and 2003 amounted to $ 683 and $ 1,172,
            respectively.

            Revenues from royalties earned from minibar sales due from a Turkish
            company,  under the assignment of the exclusive  marketing rights of
            Bartech  Int.  in  Turkey,   are  determined  based  on  a  specific
            percentage of its revenues,  and recognized  when such royalties are
            reported to the Company (See Note 10b).  Revenues from royalties for
            the  years  ended  December  31,  2002 and  2003  were $ 0 and $ 17,
            respectively.

            There were no  revenues  from any other  sources for the years ended
            December 31, 2002 and 2003.

      k.    Investments in affiliates:

            The  investment  in  companies  over which the Company can  exercise
            significant  influence  (generally,  entities  in which the  Company
            holds 20% to 50% of ownership or voting  rights) is presented  using
            the equity method of accounting.  The Company generally discontinues
            applying the equity method when its investment  (including  advances
            and loans) is reduced to zero and it has not guaranteed  obligations
            of the affiliate or otherwise committed to provide further financial
            support  to  the  affiliate.   Where  the  Company's   share  of  an
            affiliate's  losses  is  greater  than  the  investment  in  such an
            affiliate and in which the Company has guaranteed obligations of the
            affiliate, the excess amount is presented as a liability.

      l.    Start-up and pre-operating costs:

            Start-up  and  pre-operating  costs  are  expensed  as  incurred  in
            accordance  with  SOP  98-5  "Reporting  on the  Costs  of  Start-Up
            Activities".

      m.    Accounting for stock based compensation:

            Statement of Financial Accounting Standards No. 123, "Accounting for
            Stock-Based  Compensation"  ("SFAS 123"),  encourages,  but does not
            require, companies to record compensation

                                     - 13 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS


NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

            cost for stock-based employee  compensation plans at fair value. The
            Company has chosen to account  for  stock-based  compensation  using
            Accounting  Principles  Board Opinion No. 25,  "Accounting for Stock
            Issued to Employees"  ("APB 25") and has adopted the disclosure only
            provisions  of SFAS 123.  Accordingly,  compensation  cost for stock
            options is measured at intrinsic value, which is the excess, if any,
            of the quoted market price of the Company's stock at the date of the
            grant over the amount an  employee is required to pay for the stock.
            The  Company  accounts  for  stock-based   compensation   issued  to
            non-employees  and  consultants in accordance with the provisions of
            SFAS 123 and the Emerging  Issues Task Force  consensus in Issue No.
            96-18 ("EITF 96-18"),  "Accounting for Equity  Instruments  that are
            Issued to Other Than Employees for Acquiring or in Conjunction  with
            Selling, Goods or Services".

            During the year ended  December 31, 2003 and as at December 31, 2003
            the Company had no options outstanding.

      n.    Income taxes:

            The Company  accounts for income taxes in accordance  with Statement
            of Financial  Accounting  Standards No. 109,  "Accounting for Income
            Taxes" ("SFAS No. 109").  This  Statement  prescribes the use of the
            liability method whereby  deferred tax assets and liability  account
            balances  are  determined  based on  differences  between  financial
            reporting and tax bases of assets and  liabilities  and are measured
            using the enacted tax rates and laws that will be in effect when the
            differences  are  expected  to  reverse.   The  Company  provides  a
            valuation  allowance,  if necessary to reduce the amount of deferred
            tax assets to their estimated realizable value.

      o.    Concentrations of credit risk:

            Financial  instruments  that  potentially  subject  the  Company  to
            concentrations  of credit risk  consist  primarily  of cash and cash
            equivalents  and trade  receivables.  The majority of the  Company's
            cash and cash equivalents is invested in interest bearing dollar and
            dollar-linked  instruments or in NIS deposits and South African Rand
            bearing  interest with major Israeli,  U.S. and South African banks.
            Such  deposits  in the  United  States  may be in excess of  insured
            limits  and are  not  insured  in  other  jurisdictions.  Management
            believes  that the  financial  institutions  that hold the Company's
            investments are financially  sound, and accordingly,  minimal credit
            risk exists with respect to these investments.

            The Company performs ongoing credit evaluations of its customers and
            generally does not require collateral.  To date, the Company has not
            experienced any material losses.  An allowance for doubtful accounts
            is  provided  with  respect to those  amounts  that the  Company has
            determined  to be doubtful of  collection.  No allowance  was deemed
            necessary for the years ending December 31, 2002 and 2003.

            The Company has no off-balance  sheet  concentration of credit risk,
            such as foreign exchange contracts or other foreign currency hedging
            arrangements.


                                     - 14 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

      p.    Severance pay:

            The Company's  liability for severance pay is calculated pursuant to
            Israeli  severance  pay law based on the most  recent  salary of the
            employees  multiplied  by the  number of years of  employment  as of
            balance sheet date. Employees are entitled to one month's salary for
            each  year  of  employment,  or a  portion  thereof.  The  Company's
            liability  in Israel is fully  provided  by  monthly  deposits  with
            insurance policies and by an accrual. The value of these policies is
            recorded as an asset in the Company's balance sheet.

            The deposited  funds include  profits  accumulated up to the balance
            sheet  date.  The  deposited  funds may be  withdrawn  only upon the
            fulfillment of the obligation  pursuant to Israeli severance pay law
            or labor  agreements.  The value of the deposited  funds is based on
            the  cash  surrendered   value  of  these  policies,   and  includes
            immaterial profits.

            Severance  pay  expenses  for the years ended  December 31, 2002 and
            2003 amounted to $ 19 and $11, respectively.

      q.    Basic and diluted net loss per share:

            Basic net loss per share is computed  based on the weighted  average
            number of Common shares  outstanding  during each year. Diluted loss
            per share is computed based on the weighted average number of Common
            shares  outstanding during each year, plus dilutive potential Common
            shares  considered  outstanding  during the year, in accordance with
            Statement of Financial  Accounting  Standards No. 128, "Earnings per
            Share" ("SFAS No. 128").

            Shares  issued at par value are recorded as  outstanding  shares for
            all  reported  periods in the same manner as stock issued as a stock
            dividend or a stock split. All share and per share amounts have been
            retroactively adjusted to reflect such issuance.

      r.    Fair value of financial instruments:

            The financial  instruments of the Company consist mainly of cash and
            cash equivalents, short-term bank deposits, trade receivables, other
            accounts receivable,  short-term bank credit, trade payables,  other
            accounts payable and long-term loans from banks and others.

            In view of their short term nature,  the fair value of the financial
            instruments  included  in working  capital of the Company is usually
            identical,  or close,  to their  carrying  value.  The fair value of
            long-term loans also  approximates  the carrying  value,  since they
            bear interest at rates approximating the prevailing market rates.

      s.    Impact of recently issued accounting standards:

                                     - 15 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

            In June 2002,  the FASB issues SFAS No. 146,  "Accounting  for Costs
            Associated  with  Exit  or  Disposal  Activities,"  which  addresses
            significant  issue  regarding  the  recognition,   measurement,  and
            reporting of costs  associated  with exit and  disposal  activities,
            including restructuring activities. SFAS No. 146 requires that costs
            associated with exit or disposal  activities be recognized when they
            are incurred  rather than at the date of a commitment  to an exit or
            disposal  plan.  SFAS No. 146 is effective  for all exit or disposal
            activities  initiated  after December 31, 2002. The Company does not
            expect the adoption of SFAS No. 146 to have a material impact on its
            results of operations or financial position.

            In January 2003,  the FASB issued FASB  Interpretation  46 (FIN 46),
            Consolidation of Variable  Interest  Entities.  FIN 46 clarifies the
            application  of  Accounting   Research  Bulletin  51,   Consolidated
            Financial  Statements,   for  certain  entities  that  do  not  have
            sufficient  equity at risk for the entity to finance its  activities
            without additional subordinated financial support from other parties
            or in which equity  investors do not have the  characteristics  of a
            controlling   financial  interest  ("variable  interest  entities").
            Variable  interest  entities  within  the  scope  of FIN 46  will be
            required  to be  consolidated  by  their  primary  beneficiary.  The
            primary  beneficiary of a variable  interest entity is determined to
            be the  party  that  absorbs a  majority  of the  entity's  expected
            losses, receives a majority of its expected returns, or both. FIN 46
            applies  immediately  to variable  interest  entities  created after
            January  31,  2003,  and to variable  interest  entities in which an
            enterprise  obtains an interest  after that date.  It applies in the
            first fiscal year or interim period  beginning  after June 15, 2003,
            to  variable  interest  entities  in  which  an  enterprise  holds a
            variable  interest  that it acquired  before  February 1, 2003.  The
            Company is in the process of  determining  what impact,  if any, the
            adoption of the  provisions  of FIN 46 will have upon its  financial
            condition or results of operations  and does not expect the adoption
            of FIN 46 to have a material  impact on its results of operations on
            financial position.

            In April 2002,  the Financial  Accounting  Standards  Board ("FASB")
            issued SFAS No. 145,  "Rescission of FASB  Statements No. 4, 44, and
            64, Amendment of FASB Statement No. 13, and Technical  Corrections."
            Such standard requires any gain or loss on  extinguishments  of debt
            to be  presented  as a component of  continuing  operations  (unless
            specific  criteria are met)  whereas  SFAS No. 4 required  that such
            gains  and  losses  be  classified  as  an  extraordinary   item  in
            determining  net income.  Upon adoption of SFAS No. 145, the Company
            will   reclassify  any   extraordinary   gains  and  losses  on  the
            extinguishments  of debt  recorded  in prior  periods to  continuing
            operations.  The adoption of SFAS 145 did not have a material effect
            on the Company's financial position or results of operations.

                                     - 16 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

            On December 31, 2002, the FASB issued SFAS No. 148,  "Accounting for
            Stock-Based  Compensation--Transition and Disclosure." This standard
            amends SFAS No. 123,  "Accounting for Stock-Based  Compensation," to
            provide  alternative methods of transition for a voluntary change to
            the fair value based method of accounting for  stock-based  employee
            compensation.  This standard also requires prominent  disclosures in
            both annual and  interim  financial  statements  about the method of
            accounting for stock-based  employee  compensation and the effect of
            the method used on reported results. The disclosure  requirements of
            SFAS  No.  148  are  required  to be  included  in  the  summary  of
            significant  accounting  policies.  The adoption of SFAS 148 did not
            have a  material  effect  on the  Company's  financial  position  or
            results of operations.

            In  May,  2003,  SFAS  150,   "Accounting   for  Certain   Financial
            Instruments  with  Characteristics  of both Liabilities and Equity",
            was issued. This Statement  establishes  standards for how an issuer
            classifies  and  measures   certain   financial   instruments   with
            characteristics  of both liabilities and equity. It requires that an
            issuer classify a financial instrument that is within its scope as a
            liability  (or an  asset  in  some  circumstances).  Many  of  those
            instruments were

            previously classified as equity.  Generally, a financial instrument,
            whether  in the form of shares  or  otherwise,  that is  mandatorily
            redeemable, i.e. that embodies an unconditional obligation requiring
            the  issuer to redeem it by  transferring  its shares or assets at a
            specified or  determinable  date (or dates) or upon an event that is
            certain to occur,  must be  classified  as a liability  (or asset in
            some  circumstances).  In some cases, a financial instrument that is
            conditionally  redeemable may also be subject to the same treatment.
            This  Statement  does not apply to features  that are  embedded in a
            financial  instrument  that is not a derivative  (as defined) in its
            entirety.  For public  entities,  this  Statement is  effective  for
            financial  instruments  entered into or modified after May 31, 2003.
            The  adoption  of SFAS 150 did not  effect the  Company's  financial
            position or results of operations.

NOTE 3:- RELATED PARTIES

<TABLE>
<CAPTION>
                                                       DECEMBER 31,                  DECEMBER 31,
                                                           2002                          2003
                                                ---------------------------     -----------------------

<S>                                             <C>                              <C>
            Shareholders (see Note 16h) (1)                75                               5
            Affiliate (see Note 16c) (2)                   31                              18
                                                ---------------------------     -----------------------

                                                          106                              23
                                                ===========================     =======================
</TABLE>

            (1)   The balance is a loan in South African Rands, and bears annual
                  interest of 10.75 %.

            (2)   The balances bear no interest.


                                     - 17 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 4:- INVESTMENTS IN AN AFFILIATED COMPANY

Total investments in an affiliated company                 13        13
                                                     ========  ========

(a) Composition:
             Net equity as at purchase date                 1         1
             Changes commencing with purchase date:
             Accumulated profits                           12        12
                                                     --------  --------

                                                           13        13
                                                     ========  ========

NOTE 5:- PROPERTY AND EQUIPMENT, NET
                                       DECEMBER 31,  DECEMBER 31,
                                           2002          2003
                                       ------------  ------------
Cost:
   Minibars                                   1,878         2,862
   Vehicle                                       --            27
   Computers and electronic equipment            22            25
   Office furniture and equipment                14            14
                                       ------------  ------------

                                              1,914         2,928
                                       ------------  ------------
Accumulated depreciation:
   Minibars                                     251           411
   Vehicle                                       --            --
   Computers and electronic equipment             9            17
   Office furniture and equipment                12            11
                                       ------------  ------------

                                                272           439
                                       ------------  ------------

Depreciated cost                              1,642         2,489
                                       ============  ============

Depreciation  expenses  amounted to $ 147 and $217 for the years ended  December
31, 2002 and 2003, respectively.
Transfer  of title  regarding  485  minibars  was not  completed  as of December
31,2003 due to dispute with South African customs. As for liens, see Note 10f.


                                     - 18 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 6: - CONTRACT RIGHTS, NET
                                DECEMBER 31,   DECEMBER 31,
                                   2002            2003
                                ------------   ------------

Cost                                      53             53
Accumulated amortization                  (7)           (12)
Effect of exchange rate change            (3)            15
                                ------------   ------------

                                          49             56
                                ============   ============

            Amortization  expenses  amounted  to $ 5 and $ 7 for the years ended
            December  2002 and 2003,  respectively.  The  expected  amortization
            expenses for the next 5 years are $ 7 per year.

            Also see Notes 1c and 2h.


NOTE 7:- SHORT-TERM BANK CREDIT

            As of December  31,  2003,  the Company  and its  subsidiaries  have
            authorized  credit  lines  from  a  bank  in  the  amount  of $  34,
            denominated in New Israeli Shekels (NIS) and bearing interest at the
            rate of Prime + 3%.

            An amount of $37 is  outstanding  at December 31, 2003.  The Company
            pays quarterly fees for  maintaining  its credit line at the rate of
            0.375%. Credit line expired on March 31, 2004.


NOTE 8:- OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                                                    DECEMBER 31,  DECEMBER 31,
                                                        2002          2003
                                                    ------------  ------------

Payables in respect of "revenue sharing" agreement            83            38
Payables for property and equipment                           63           288
Accrued expenses                                               9            43
Employees and payroll accruals                                14            16
Government authorities and others                             39            18
                                                    ------------  ------------
                                                             208           403
                                                    ============  ============

                                     - 19 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 9:- LONG-TERM LOANS

                   a. Composed as follows:
<TABLE>
<CAPTION>
                                                                         ANNUAL     DECEMBER 31,  DECEMBER 31,
                                                                     INTEREST RATES     2002          2003
                                                                     -------------- ------------  ------------
<S>                           <C>                                    <C>            <C>           <C>
                              From Banks:
                                 In NIS                                    8%            --           151
                                 In U.S. dollars                          10%           541           440
                                 In U.S. dollars or linked thereto    Libor +2.25%      254           147
                                 In Euros                                 9.7%          130           126

                                                                                    ------------  ------------
                                                                                        925           864
                                                                                    ------------  ------------
                              From Shareholders:                                        111           530
                                                                                    ------------  ------------
                              Total                                                   1,036         1,394
                              Less-current maturities                                  (265)         (365)
                                                                                    ------------  ------------
                                                                                        771         1,029
                                                                                    ============  ============
</TABLE>

            $300 of the $530  shareholder  loan  balances  relate to  agreements
            dated December 3, 2003. The agreements indicate that the $300 has no
            set  repayment  terms other than interest will be paid or accrued at
            4% per annum.  The agreement  further states that should the balance
            remain outstanding as at December 31, 2008 and it is not possible to
            repay the loan,  the loan will be prolonged on the same terms for an
            additional 5-year period. The remaining $230 of the shareholder loan
            balance  relates to a loan made to a subsidiary by a shareholder who
            is also the minority  shareholder  of the South African  subsidiary.
            The loan term is  indefinite  with no fixed terms of  repayment  and
            interest is charged at the same rate as the South African subsidiary
            pays on its overdraft.  As at December 31, 2003 this rate was 11.5%.
            The shareholder  loans have all been classified as long term as each
            shareholder has confirmed that repayment will not be required for at
            least 1 year

      b.    Aggregate  maturities  of long-term  loans for years  subsequent  to
            December 31, 2003 are as follows:

            Year               AMOUNT
                              --------
            2004                365
            2005                272
            2006                117
            2007                110
                              --------

                                864
                              ========


                                     - 20 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 10:- COMMITMENTS AND CONTINGENT LIABILITIES

      a.    The Company and its affiliate have contractual obligations to hotels
            in regard to operating  minibars in hotel rooms.  These minibars are
            owned  by the  Company  and its  affiliate.  Several  hotels  have a
            contractual  purchase  option  granted which allows them to purchase
            and operate the minibars  during the agreement  period and receive a
            reduction  in  the  purchase  price  relative  to  the  term  of the
            operating agreement that has already elapsed.

      b.    The  Company  is  the  exclusive   distributor  of  Bartech  Int.  -
            manufacturer of computerized minibars (see Note 1) in Israel, Jordan
            and Turkey. The agreements with Bartech Int. have one year terms and
            automatically  renewed for up to 3 years ending December 31, 2003 if
            neither party gives  termination  notice.  There are distribution or
            revenue milestones,  which, if not achieved,  permit Bartech Int. to
            terminate the  exclusivity  of the Company.  In 2001 the company did
            not meet the  marketing  targets but the contract was renewed and no
            targets  were set for 2002 and 2003.  The terms were  renewed for an
            additional   year  ending  December  31,  2004  with  no  milestones
            required.

            The Company assigned its exclusive rights for marketing Bartech Int.
            products in Turkey to a Turkish company and collects  royalties from
            the Turkish company's sales of these products.

      c.    In 1998, the Company entered into a "revenue  sharing"  agreement to
            operate  minibars in one hotel. As  consideration  for the minibars,
            the  other  company  is  entitled  to  receive a  percentage  of the
            Company's  proceeds  received  from  that  hotel  during  six  years
            commencing in 1999. The other  company's  share in revenue in regard
            with this  agreement,  which was not yet paid  during the  reporting
            periods was  recorded  as  "payables  in respect of revenue  sharing
            agreement" in the amounts of $ 38 in the year 2003.

      d.    In October 2001, the Company  established a wholly owned  subsidiary
            in the  United  States.  The  wholly  owned  subsidiary  established
            another U.S. company - Hotel Outsourcing Services Inc.  (hereinafter
            HOS) to  provide  outsourcing  services  to  hotels  using  minibars
            manufactured by Bartech Int.  (manufacturers  of minibars - see Note
            1). The Company currently owns 70% of HOS and Bartech Int. hold 30%.
            Both sides  contributed  their equity  participation  in cash during
            February 2002 and additional equity participations in 2002 and 2003.
            Total equity participation as of December 31, 2003 was in the amount
            of $ 1,157.


                                     - 21 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 10:-          COMMITMENTS AND CONTINGENT LIABILITIES (CONT.)


            Bartech  Int.  will not refer  outsourcing  leads in the U.S. to any
            person other than HOS and will not,  without the Company's  consent,
            knowingly  sell,  rent or license  its  minibars  in the U.S. to any
            person who intends to use them in outsourcing for hotels;  provided,
            that  Bartech  Int.  may refer  outsourcing  leads or sell,  rent or
            license minibars to hotels (i) which have pre-existing relationships
            with outsourcing vendors other than HOS, or (ii) to which HOS is not
            able or not willing to provide outsourcing.

            As part of the  shareholders  agreement,  the minority  shareholders
            (Bartech  Int) were awarded  several  consent  rights in regard with
            certain  transactions  such as  disposition  of assets  and  capital
            raising issues. The shareholders' agreement does not provide Bartech
            Int with any consent  rights  regarding  operational  issues such as
            approval of annual budget and executive  compensation  or employment
            of management personnel.

            HOS purchases  minibars from Bartech Int. at a 15% discount from its
            then current US price list. First installation was completed in July
            2002.

            Bartech Int., was granted on October 1, 2001 an option, according to
            which,  during the eighteen months  subsequent to its purchasing 30%
            of HOS,  will have an option to increase  its  holdings in HOS up to
            50% in  consideration of the purchase price per share that equals to
            the equity value per share (the equity value is the aggregate dollar
            amount of equity capital contributions made prior to the exercise of
            the option,  divided by the number of shares then  outstanding).  If
            the  option is  exercised  after 12 months  from the grant  date the
            purchase  price  shall  be 115% of the  equity  value.  This  option
            expired and was not exercised.

            Also on October 1, 2001 an option was granted  that,  subsequent  to
            installation  of at least 5,000 minibars in hotels in the U.S by HOS
            and for a period of 60 months  thereafter,  Bartech Int.  shall have
            the option to  purchase  all  shares  issued by HOS for a price that
            shall  reflect  the value of the U.S.  subsidiary  according  to the
            higher of (a) $2.25 multiplied by the number of minibars operated by
            HOS  (minimum  of $  11,250)  or  (b)  HOS  net  after  tax  income,
            determined in accordance  with U.S.  generally  accepted  accounting
            principles,  for the 12 full months completed prior to the month the
            option is exercised, multiplied by 15.

      e.    In April 2003,  the Company  signed a 10 year agreement with Bartech
            EMEA SARL  according  to which the Company  will  provide  outsource
            services to hotels on an exclusive  basis, in all European and other
            territories in which Bartech is active using Bartech  minibars which
            the Company will purchase from Bartech.


                                     - 22 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 10:- COMMITMENTS AND CONTINGENT LIABILITIES (CONT.)

      f.    Shareholders of the Company gave unlimited personal  guarantees to a
            bank in respect of the Company liabilities. Total liabilities of the
            Company to the bank as of  December  31,  2003 were in the amount of
            approximately $ 461 .

            A  shareholder  of the  company  participated  in the U.S.  70% held
            subsidiary  long term bank loan received in September  2002, in that
            he deposited  $550 with the bank and that such funds  represent  the
            source of the loan. The subsidiary pays the bank and the shareholder
            receives  from the bank a portion of the  interest.  In the event of
            the  subsidiary  default in its  payments he may require the bank to
            assign him its rights in the loan,  including  all the  security and
            collateral  consisting of the  equipment,  all accounts and contract
            rights  arising from the agreement  with the hotel and the corporate
            guarantees  given to the lending bank. The balance of the loan as of
            December 31, 2003 amounted to $440.

      g.    Liens have been placed on all Company  assets,  including  rights to
            receive  amounts due from  customers,  in favor of banks as security
            for amounts due. Total  liabilities  that are secured by these liens
            as of December 31, 2003 amount to approximately $ 1,185 .

      h.    In April 2002, the company signed employment agreements with several
            of its senior officers who are also  shareholders.  The total annual
            consideration  paid to these  officers is  approximately  $245.  The
            agreements  also  entitle the  officers  to bonuses.  The formula of
            determining  these  bonuses is to be decided  in the  future.  As of
            December 31, 2003, no bonuses are due.  Additional  agreements  were
            signed with related  parties  subsequent to balance sheet date.  See
            Note 17 b. .

      i.    The company entered into an investment banking agreement by which in
            return for investment  banking and related advisory services for one
            year ending October, 2004 the consultant will be due $10 in cash and
            250,000 non restricted common stock at no  consideration.  The stock
            is to be issued when  clearance for trade is received from the NASD.
            Such clearance was received in February 2004.

NOTE 11:- STOCKHOLDERS' EQUITY

            Stockholders' Rights:

            In the reverse acquisition, the historical outstanding shares of the
            legal  acquirer are deemed to be the shares issued by the accounting
            acquirer.  The common  shares  confer  upon the holders the right to
            receive a notice to participate and vote in the general  meetings of
            the Company and to receive dividends, if and when declared.

            Preferred shares rights are yet to be determined.

            In December  2001,  HOMI completed an issuance of 6.5 million shares
            of Common stock to private investors, thereby raising an amount of $
            650 of which $ 220 was paid in February 2002.


                                     - 23 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 11:- STOCKHOLDERS' EQUITY (CONT.)

            On December  28, 2001 HOMI issued 12 million  shares of Common stock
            to  the  shareholders  of  Bartech  Med  in  exchange  for  all  the
            outstanding  share  capital of Bartech  Med.  These shares have been
            deemed to be the historically  outstanding  shares of Bartech Med in
            the reverse acquisition.

            In June 2003,  the  Company  signed an  agreement  with an  investor
            according to which the Company will issue to the investor  1,000,000
            shares of  Common  Stock for  $500.  After the  registration  of the
            Company's  shares on the OTCBB  Stock  Exchange,  the  Company  will
            resolve to nominate the investor as a director in the Company.

            Subsequent to balance  sheet date the  company's  board of directors
            authorized  the  Issuance  of  750,000  shares  of  common  stock to
            non-employees (of which 650,000 shares are to related parties),  for
            services  rendered  up to date of issuance  and  250,000  shares for
            future  services see note 10i. In  conjunction  with the issuance of
            these 750,000 shares, the company recorded  compensation  expense of
            $213  thousand,  which  approximated  fair  market  value at time of
            issuance.

            During the years 2001,  2002 and 2003,  Bartech Med issued shares of
            Common stock as follows:

            In  November  2001,  491,032  Common  shares  were issued to private
            investors at $ 0.42 per share for total proceeds of $ 209 of which $
            193 that were received in 2000.

            In October  2001,  200,000  shares of Common  stock  were  issued as
            consideration  for  acquisition  of an additional  10% interest in a
            South  African  affiliate  at a value of the shares  acquired of $50
            (see Note 1c3)

            In November 2001,  11,245,528 shares of Common shares were issued to
            founders  of Bartech  Med at par value  ($0.001).  This  issuance is
            reflected  in a manner  similar to a stock  split  effected as stock
            dividend in accordance  with the provisions of SEC Staff  Accounting
            Bulletin  Topic 4d "Earnings per  Computations  in an Initial Public
            Offering".   Therefore,   all  share   and  per   share   data  were
            retroactively adjusted to reflect the issuance.

            HOMI considers adopting an Employee Stock Option Plan for management
            and key employees in which between  2,000,000 and 3,000,000  options
            would be  issued.  However as of March  2004,  no such plan has been
            adopted.



                                     - 24 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 12:- CUSTOMERS AND GEOGRAPHIC INFORMATION

            The  Company  manages  its  business  on a basis  of one  reportable
            segment  (see  Note  1a for a  brief  description  of the  Company's
            business)  and follows the  requirements  of  Statement of Financial
            Accounting  Standard  No.  131  "Disclosures  About  Segments  of an
            Enterprise and Relation Information" ("SFAS No. 131").

            a.    Major  customers'  data as a  percentage  of  total  sales  to
                  unaffiliated customers:

<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31,
                                                       -----------------------------------------------------------------------
                                                               2001                    2002                     2003
                                                       --------------------   ----------------------   -----------------------
                           <S>                                 <C>                    <C>                       <C>
                              Customer A                       46%                    27.6%                     12.7%
                              Customer B                       14%                    17.7%                     11.1%
                              Customer C                       13%                     7.7%                     4.4%
                              Customer D                       12%                     7.4%                     4.0%
                              Customer E                        -                     20.5%                     31.3%
                              Customer F                        -                     11.7%                     7.4%
</TABLE>

            b.    Breakdown  of  Consolidated  Sales to  unaffiliated  Customers
                  according to Geographic Regions:

<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31,
                                                       -----------------------------------------------------------------------
                                                               2001                    2002                     2003
                                                       --------------------   ----------------------   -----------------------
                           <S>                                 <C>                     <C>                       <C>
                              Israel                           90%                     51%                       44%
                              USA                               -                      20%                       33%
                              South Africa                     10%                     29%                       23%
                                                       --------------------   ----------------------   -----------------------

                              Total                            100%                    100%                     100%
                                                       ====================   ======================   =======================
</TABLE>

            c.    As of December 31, 2003, $808 of the  consolidated  long-lived
                  assets were  located in South  Africa and $308 were located in
                  Israel and $ 1,373 in the USA.

NOTE 13:- FINANCIAL EXPENSES, NET

<TABLE>
<CAPTION>
                                                                               YEAR ENDED DECEMBER 31,
                                                       -----------------------------------------------------------------------
                                                              2001                     2002                     2003
                                                       ------------------     ----------------------   -----------------------
                   <S>                                         <C>                      <C>                      <C>
                     Financial expenses, net:
                     Interest on long-term bank loans          51                       76                       94
                     Other, net                                 6                      (27)                      93
                                                       ------------------     ----------------------   -----------------------

                                                               57                       49                      187
                                                       ==================     ======================   =======================
</TABLE>

NOTE 14:- OTHER EXPENSES

            Professional  fee  expenses  were  incurred in  connection  with the
            process  of  registration  of the  Company's  shares  in  the  stock
            exchange completed in August 2003.

                                     - 25 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 15:-          INCOME TAXES

      a.    The  subsidiaries in Israel are subject to a 36% corporate tax rate.
            The South African subsidiary is subject to a 30% corporate tax rate.
            The U.S. subsidiary is subject to a 15% -35% corporate tax rate.

      b.    Pursuant to the Income Tax  (Inflationary  Adjustments)  Law - 1985,
            results for tax  purposes in Israel are  measured in real terms,  in
            accordance  with  changes  in  the  Israeli  Consumer  Price  Index.
            However,   Paragraph  9(f)  of  Statement  of  Financial  Accounting
            Standard No. 109,  "Accounting  for Income  Taxes" ("SFAS No. 109"),
            prohibits the recognition of deferred tax liabilities or assets that
            arise from differences between the financial reporting and tax bases
            of  assets  and  liabilities  that are  remeasured  from  the  local
            currency into U.S. dollars using historical  exchange rates and that
            result from changes in exchange rates or indexing for tax purposes.

      c.    The subsidiary in the U.S. is subject to both federal and state tax.
            The federal tax is determined  according to taxable income,  for the
            first  $50  taxable  income  the rate is 15%.  In  addition,  a 9.3%
            California state tax is applicable.New York?

      d.    As of December 31, 2003  Bartech Med and a subsidiary  in Israel had
            approximately $ 836 Israeli net operating loss carryforwards.  As of
            December 31, 2003, HOMI and a U.S subsidiary had approximately $ 785
            U.S net  operating  loss  carryforwards.  Utilization  of  U.S.  net
            operating losses may be subject to substantial annual limitation due
            to the "change in ownership" provisions of the Internal Revenue Code
            of 1986 and similar state  provisions.  The annual  limitations  may
            result in the expiration of net operating losses before utilization.
            The loss  carryforwards  in Israel have no  expiration  date.  As of
            December  31,2003 the South  African  subsidiary  had net  operating
            losses carryforwards of $ 82.

      e.    Deferred income taxes:

            Deferred  income  taxes  reflect  the net tax  effects of  temporary
            differences  between the carrying  amounts of assets and liabilities
            for financial reporting purposes and the amounts used for income tax
            purposes. Significant components of the Company and its subsidiary's
            deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,   DECEMBER 31,
                                                                       2002           2003
                                                                   ------------   ------------

                 <S>                                               <C>            <C>
                  Operating loss carryforwards                          335            444
                  Temporary differences in regard to expenses and
                   property and equipment, net                          (45)           (119)
                                                                   ------------   ------------

                  Net deferred tax asset before valuation allowance     290            325
                  Valuation allowance                                  (308)          (344)
                                                                   ------------   ------------

                  Net deferred tax (foreign)                            (18)           (19)
                                                                   ============   ============
</TABLE>


                                     - 26 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 15:- INCOME TAXES (CONT.)

            As of December  31,  2003,  the Company  and its  subsidiaries  have
            provided  valuation  allowances  of $ 344 in respect of deferred tax
            assets resulting from tax loss and temporary differences. Management
            currently believes that it is more likely than not that the deferred
            tax regarding the loss carryforward and other temporary  differences
            will not be realized in the  foreseeable  future.  In the year 2003,
            the valuation  allowance  increased by $ 36 . Deferred tax liability
            is presented in long-term liabilities.

      f.    Composition of income taxes:

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                                                ------------------  ------------------
                                                    2001               2002             2003
                                              ----------------  ------------------  ------------------
<S>                                                  <C>          <C>                 <C>
                              Current taxes          -            (10)                 -
                              Deferred taxes         32           (50)                24
                                              ----------------  ------------------  ------------------
                                                     32           (60)                24
                                              ================  ==================  ==================
</TABLE>

      g.    Breakdown of losses (income) before taxes:

<TABLE>
<CAPTION>
<S>                                                  <C>          <C>                  <C>
                              Israel                 86           258                  250
                              South Africa           51           (115)                82
                              U.S.A.                 -            302                  577
                                               --------------   ------------------   ------------------
                              Total                 137           445                  909
                                               ==============   ==================   ==================
</TABLE>

      h.    The main  reconciling  items  between the  statutory tax rate of the
            Company and the  effective tax rate are the  non-recognition  of tax
            benefits from  accumulated net operating losses  carryforward  among
            the various  subsidiaries  worldwide due to the  uncertainty  of the
            realization of such tax benefits.

NOTE 16:- RELATED PARTIES

      a.    The following  transactions  with  shareholders  are included in the
            financial statements as follows:

<TABLE>
<CAPTION>
                                                                    YEAR ENDED DECEMBER 31,
                                                 ---------------------------------------------------------------------
                                                        2001                   2002                     2003
                                                 ------------------   ----------------------   -----------------------
<S>                                                     <C>             <C>                      <C>
                  Selling and marketing expenses         25             -                        -
                  General and administrative *)         105             261                      372
                                                 ------------------   ----------------------   -----------------------
                                                        130             261                      372
                                                 ==================   ======================   =======================
                  *)  Including officer salaries
                      and management fees               105             219                      298
                                                 ==================   ======================   =======================
</TABLE>

      b.    Guarantees and participation of shareholders - see Note 10e.

                                     - 27 -
<PAGE>

HOTEL OUTSOURCING MANAGEMENT
INTERNATIONAL INC. AND SUBSIDIARIES
(FORMERLY: BENJAMIN ACQUISITION INC.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS

NOTE 16:- RELATED PARTIES (CONT.)

      c.    During the years 2002 and 2003, affiliated company paid the Company,
            reimbursement  of expense and management  fees in the amount of $ 38
            and $15, respectively.

      d.    As for balances as of December 31, 2003 - see Note 3.

      e.    Shareholder's  loans amounting to $522 were received during the year
            2003.  Terms  as to  interest  and  repayment  dates  have  not been
            determined.

      f.    As to shareholder stock based compensation see note 11.

      g.    A subsidiary  granted a loan to a shareholder  amounting to $5 as of
            balance  sheet  date.  The loan is in South  African  Rand and bears
            10.75% annual interest (see Note 3).

      h.    The minority  shareholder of the Company's South African  subsidiary
            has an  outstanding  loan to the  subsidiary  in the  amount of $230
            (Note 9a). In addition,  as at December 31, 2003 the  subsidiary had
            an advance of $5 to a company controlled by the minority shareholder
            with no specific terms of repayment nor interest.

            Also,  as  of  December  31,  2003_various  directors  or  companies
            controlled  by  shareholders  of the  company  had  advanced  to the
            company and or to one of it's subsidiary's $573. This balance is not
            interest bearing with no specific terms of repayment.  Consequently,
            this has been classified as a current liability.

NOTE 17:- SUBSEQUENT EVENTS

      a.    On March 2004 shareholders  extended to the company additional loans
            amounting  to $ 600.  These loans bear the  interest of LIBOR+1% and
            are to be  repayed  either  by  setting  off the  loan  against  the
            required  purchase price of any new security  offered by the company
            to it's  shareholders  or at pre  determined  dates.  This  loan was
            granted for the purpose of purchase of  additional  minibars.

      b.    On  February  2004  the  board of  directors  approved  a series  of
            agreements  with  shareholders  by  which  in  return  for  services
            rendered to the company in the past they were issued  650,000 shares
            at no consideration and signed consulting  contracts for the future.
            The annual cost of these agreements amounts to $ 108.

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