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 EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2004

                                       OR

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

             For the transition period from __________ to __________

                       Commission file number: 000- 49945

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


                    TEXAS                              26-0004043
           ----------------------               ----------------------
      (State or other jurisdiction of   (I.R.S. Employer Identification Number)
                    incorporation)



            7475 Skillman, Suite C-102 Dallas, Texas            75231
         --------------------------------------------------------------
         (Address of principal executive offices)            (Zip Code)


      Registrant's telephone number, including area code: (813) 265-3549


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

          Title of each class Name of each exchange on which registered
                                      NONE

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

                          Common Stock, $1.00 par value
                     ---------------------------------------
                                (Title of Class)

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that 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 no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is 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 [X].


<PAGE>

The Registrant's revenues for its fiscal year ended December 31, 2004 were
$-0-.

The aggregate market value of the voting stock on March 1, 2005 (consisting
of  Common  Stock, $1.00 par value per share) held by non-affiliates was
approximately $3,600 based upon the most recent private sales price for such
Common Stock on said date ($0.02).  On such date, there were 5,000,000 shares of
Registrant's Common Stock issued and outstanding.

Transitional Small Business Disclosure Format (check one): [ ] Yes  [X] No


TABLE OF CONTENTS

RISK FACTORS..................................................................3

PART I........................................................................6
     Item 1.  Description of Business........................................12
     Item 2.  Description of Property........................................12
     Item 3.  Legal Proceedings..............................................12
     Item 4.  Submission of Items to a Vote of Security Holders..............12

PART II......................................................................13
     Item 5.  Market for Common Equity and Related Stockholder Matters.......13
     Item 6.  Management's Discussion and Analysis or Plan of Operation......14
     Item 7.  Financial Statements...........................................19
     Item 8.  Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure.......................................19
     Item 8A. Controls and Procedures........................................19

PART III.....................................................................19
     Item 9.  Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act..............19
     Item 10. Executive Compensation.........................................20
     Item 11. Security Ownership of Certain Beneficial Owners and
              Management.....................................................21
     Item 12. Certain Relationships and Related Transactions.................22
     Item 13. Exhibits and Reports on Form 8-K...............................22
     Item 14. Principal Accountant Fees and Services.........................23

SIGNATURES...................................................................23

INDEX TO FINANCIAL STATEMENTS................................................F1



                                        2
<PAGE>


     This report includes statements that are based on forecasts and
intentions concerning our operations, capital requirements, economic
performance and financial condition, in particular, statements regarding
intended plans for future operations and expectations of future operating
performance.  Such statements are subject to various risks and uncertainties.
Actual results may differ, and could differ materially, from those currently
anticipated due to a number of factors, including those under the Risk Factors
set forth below.

                                  RISK FACTORS

We are a development stage company with no operating history for you to evaluate
our business.

     We began developing our business plan in January 2002 and are only in the
very early stages of development.  Because we have no operating history, it is
difficult to evaluate our business and future prospects.  An investor should
also consider the uncertainties and difficulties frequently encountered by
companies, such as ours, in their early stages of development.  Our revenue and
income potential is unproven and our business model is still emerging.  If our
business model does not prove to be profitable, investors may lose all of their
investment.

     We project that we will need a minimum of $250,000 to commence full scale
operations and properly execute our business plan.  These funds will be spent as
follows:

     Legal and accounting fees                $20,000
     Office/seminar space lease                54,000
     Office furniture/equipment                40,000
     Marketing and advertising                 35,000
     Design and printing                       27,000
     Salaries                                  50,000
     Working capital reserve                   24,000
     -------------------------------------------------
                                             $250,000


We have incurred operating losses since the inception of our business, and
anticipate continued losses for the foreseeable future.

     As of December 31, 2004, we had no revenues and an accumulated deficit of
($41,600).  We have not achieved profitability and expect to continue to incur
net losses for the foreseeable future.  We expect to incur varied operating
expenses and, as a result, will need to generate considerable revenues to
achieve profitability, which may never occur.  Even if we do achieve
profitability, we may be unable to sustain or increase profitability on an
ongoing basis.


We are dependent upon management to fund our ongoing operations, and cannot be
certain that future financing will be available to us or on acceptable terms
when we need it.

     We currently do not have enough working capital to satisfy our capital
needs.  We are currently dependent upon our management, particularly our
President and Chief Executive Officer, Victoria Z. Carlton, to fund our ongoing
operations.  We have no written agreements with any member of management
requiring them to fund our ongoing operations and address our capital needs.
Additionally, we can give no assurances that any of our current or future
fundraising efforts will be successful or that management will continue to fund
our ongoing operations.


                                        3
<PAGE>

We depend on Victoria Z. Carlton, our President and Chief Executive Officer.
The loss of her services, or future key personnel, could harm our business.

     Our business is dependent on Victoria Z. Carlton, our President and Chief
Executive Officer.  We do not have an employment agreement with Ms. Carlton.
Should we lose Ms. Carlton's services we could have great difficulty replacing
her with another qualified officer, which could result in us failing to properly
execute our business plan and, ultimately, failing to generate sufficient
revenues to achieve profitability.  Also, we presently do not have any type of
"key-man" life insurance on Ms. Carlton.


Our President and Chief Executive Officer has divided responsibilities and
possible conflicts of interest.

     Our President and Chief Executive Officer, Victoria Z. Carlton, is also an
officer and director at Premier Development & Investment, Inc.  Although Ms.
Carlton is active in our management, she does not devote her full time and
resources to our business.  Because Ms. Carlton has these divided
responsibilities she may not be able to devote enough time to properly execute
our business plan which could result in missed business opportunities and
worse-than-expected operating results.  Ms. Carlton does not intend to spend
more than 20 hours per week working for us.

     Furthermore, because she is an officer and director at Premier Development
& Investment, Inc., a developer and operator of theme-based restaurant and bar
properties, she could encounter potential conflicts of interest between her
divided responsibilities.  Although we are involved in different aspects of the
same industry, there are no agreements in place to prevent Ms. Carlton from
redirecting our future clients and/or business opportunities to Premier
Development & Investment, Inc.  Additionally, we do not have a formal policy for
the resolution of any such conflicts of interest should they arise.


Our industry is historically seasonal.

     Our industry is historically seasonal, with industry sales volumes
generally higher during the spring and summer months and lower in the fall and
winter months.  Severe weather, storms and similar conditions may impact
industry sales volumes and limit demand for our services therefore preventing
our business from generating enough revenues to reach profitability, or if
profitability is ever reached, fail to maintain such profitability.


Our business is subject to various government regulations.

     Our operations are subject to various general federal, state and local laws
governing such matters as wages, working conditions, citizenship requirements
and overtime pay that affects most U.S. businesses.  Some states have set
minimum wage requirements higher than the federal level.  Accordingly, should we
ever develop a staff of hourly workers, increases in the minimum wage will
increase our labor costs.

     Other governmental initiatives such as mandated health insurance, if ever
implemented, could adversely affect us by significantly increasing our labor
costs.  We could also become subject to the Americans With Disabilities Act of
1990, which, among other things, could require certain renovations to our future
offices and other properties, if any, to meet federally mandated requirements.

     In addition to the government regulations we are subject to, our
prospective clients on are subject to numerous additional government
regulations, including regulation by federal agencies to licensing and


                                        4
<PAGE>

regulation by state and local health, sanitation, building, zoning, safety, fire
and other departments relating to the development and operation of restaurants
and bars.  We do not intend to offer any consulting or training services to our
clients in relation to these and other government regulations of our clients.
It is our intent to refer them to proper legal counsel on such matters and avoid
any potential liabilities that may arise from these various government
regulations.


We have anti-takeover provisions which may make it difficult to replace or
remove our current management.

     Our Articles of Incorporation authorizes the issuance of up to ten-million
(10,000,000) shares of preferred stock with such rights and preferences as may
be determined from time to time by our Board of Directors.  Our Board of
Directors may, without requiring shareholder approval, issue preferred stock
with dividends, liquidation, conversion, voting or other rights which could
supercede and/or adversely affect the voting power and/or other rights of the
holders of our common stock.  The ability of our Board of Directors to issue
preferred stock may prevent any shareholder attempt to replace or remove current
management and/or could make it extremely difficult for a third party to acquire
us, even if doing so would be in our stockholders' best interests.


Management control discourages takeovers and affects value.

     Our President and Chief Executive Officer, Victoria Z. Carlton, currently
owns 2,510,000 shares of our issued and outstanding common stock which
represents a majority ownership of 50.2% of all issued and outstanding shares.
Hence, outside investors have little, if any, control over management.  Ms.
Carlton can effectively control our corporate direction without worry from being
ousted from her current positions.  Furthermore, this concentration of control
will discourage any potential takeover attempts and any investment in us by
persons who might wish to eventually acquire a controlling interest in us.


Our independent auditor's opinion contains a "going concern" qualification which
raises "substantial doubt" to our ability to continue as a going concern.

     The auditor's opinion to our financial statements indicates that it was
prepared on the assumption that we continue as a going concern.  Nevertheless,
our independent auditor believes there is "substantial doubt" that we will be
able to continue as a going concern.  See "Independent Auditors' Report" on page
F-2.  The auditor notes that we remain a development stage company and that we
are dependent upon the Company's ability to attract sufficient outside
investment meet its future financing requirements.  We believe we are taking the
steps necessary towards developing and implementing our business plan and are
working towards generating sufficient levels of financing that will lead to the
elimination of such qualification from our audited statements.  However, there
can be no assurance that we will ever achieve profitability or that a stream of
revenue can be generated or sustained in the future.


Our common stock is subject to the penny stock rules.

     The SEC has adopted a set of rules called the penny stock rules that
regulate broker-dealer securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information regarding
transactions in such securities is provided by the exchange or system).  The
penny stock rules require a broker-dealer to deliver to the customer a
standardized risk disclosure document prepared by the SEC that provides
information about penny stocks and the nature and level of risks in the penny


                                        5
<PAGE>

stock market.  The broker-dealer also must provide the customer with other
information.  The penny stock rules require that prior to a transaction in a
penny stock, the broker-dealer must determine in writing that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.  These disclosure requirements may reduce the
level of trading activity in the secondary market for a stock that is subject to
the penny stock rules.  In the event a market ever develops for our common
stock, investors in our common stock may find it more difficult to sell their
common stock.


FORWARD-LOOKING STATEMENTS

     This Form 10-KSB contains certain forward-looking statements based on our
current expectations, assumptions, estimates and projections about our business
and our industry.  These forward-looking statements involve risks and
uncertainties.  Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of many factors,
including the risk factors set forth in this report.  You should not place undue
reliance on the forward-looking statements in this report, which speak only as
to the date the statement is made.

     Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also impair our business, financial condition or
operating results.  In such case, the trading price of our common stock, if a
market should ever develop, could decline and you may lose part or all of your
investment.  The cautionary statements made in this report should be read as
being applicable to all forward-looking statements wherever they appear in this
report.


PART I

Item 1. Description of Business

Overview

     We are a development stage company involved in assisting both franchised
and non-franchised restaurant businesses organize, properly train, and retain
their employees.  Through proper organization, training, and follow-up many
restaurant properties experience increases in average sales per guest, overall
food and liquor sales increases, and improved employee/employer relationships.
Our initial sources of revenue are expected to be derived from the following
services:

-     Manager Training.  A key element to good service is having great on-site
management.  Managers will be trained in areas including guest service and
interaction, employee relations aimed at minimizing employee turnover rates,
food and beverage preparation and presentation, effective employee training
methods to improve individual employee salesmanship, and general management
techniques of running a restaurant and bar.  We plan on offering custom tailored
manager training to our clients that will encompass training in either specific
areas that could be problematic for a particular client or a general training
program encompassing all of our areas of training.  We project these services
will account for approximately 15% of our overall revenues.

-     On-Site Training.  We intend to offer on-site employee training services
targeted at the single unit restaurant operation or for new restaurant
properties preparing for their grand opening.  We plan providing group training
sessions within the actual restaurant for all of the employees, including
servers, bartenders and kitchen staff.  Areas we intend to train clients in


                                        6
<PAGE>

include guest service and interaction, specific methods for improving individual
service and salesmanship to increase tips, food expo and presentation
techniques, food and drink preparation and presentation, and strategies for
improved teamwork.  We project these services will account for approximately 50%
of our overall revenues.

-     Seminar-type Training.  In addition to our on-site training services aimed
at single unit operations, we intend to offer seminar-type training to larger,
multiunit restaurant businesses.  Rather than visit each restaurant unit
separately, the client can have all of its employees meet in one location for
ongoing training purposes.  While not typically as effective as the smaller
group sessions found in on-site training, this method could be cost effective
for the larger multiunit operations and can educate employees with key sales
techniques for increasing sales and tips, new product rollouts and menu item
introductions, and create better camaraderie and teamwork among its employees.
We project these services will account for approximately 25% of our overall
revenues.

-     Standard Operating Procedures (SOPs)/Corporate Manuals.  Independent
restaurant businesses started by talented chefs or sole proprietors typically
lack the discipline and organization found in the better known chains.  While in
the early stages of operations it makes little, if any, impact, over time and as
the business grows and expands it becomes a critical weakness.  In fact, in some
instances the lack of SOPs can become a significant legal liability opening the
door to unwanted and unwarranted lawsuits.  We intend to offer services aimed at
helping such restaurants develop a proper set of SOPs.  These will not only
provide a written guide for the existing employees and on-site managers, but for
future generations of employees and, possibly, new owners.  Our written SOPs
will provide a basis for operations of the restaurant including front of the
house (FOH), back of the house (BOH) and bar area(s).  We will not pass upon the
legality of our clients' SOPs, they will be required to seek independent legal
counsel for such legal opinions.  Our services will be aimed at assisting them
in putting their collective operating procedures onto paper in an
easy-to-understand format thereby creating a reference resource that addresses
the various aspects of the restaurant's operation.  We project these services
will account for approximately 10% of our overall revenues.

     As of the date of this registration statement we have not commenced any
operations or begun to offer any of the above mentioned services.  These are the
services we intend to provide whenever, if ever, we are able to commence full
scale operations.  To date all of our efforts and limited resources have been
spent on developing our business plan and seeking outside investment capital.
We will not be able to begin executing our business plan until we raise
sufficient capital.  At this time we estimate we need at least $250,000 in
investment capital to commence full scale operations and begin executing our
business plan.

     Our independent auditors have issued a "going concern" opinion which raises
substantial doubts to our ability to remain in business, much less properly
execute our business plan and ever achieve profitability, without securing any
new investment capital.  Until sufficient capital is raised we will remain
dependent upon our officers and directors to fund our ongoing operations.


Our Business Strategy

     Our objective is to develop and administer various consulting services and
training programs - both on-site for single unit operations and seminar-type for
larger, multiunit operations - for the restaurant industry.  We intend to
provide our services to both franchised and non-franchised restaurant businesses
to improve their servers' up-selling  capabilities, kitchen staff's efficiencies
and bartender salesmanship.  Our initial sources of revenue are expected to be
derived from the following services:


                                        7
<PAGE>

-     Manager Training.  A key element to good service is having great on-site
management.  Managers will be trained in areas including guest service and
interaction, employee relations aimed at minimizing employee turnover rates,
food and beverage preparation and presentation, effective employee training
methods to improve individual employee salesmanship, and general management
techniques of running a restaurant and bar.  We plan on offering custom tailored
manager training to our clients that will encompass training in either specific
areas that could be problematic for a particular client or a general training
program encompassing all of our areas of training.  We project these services
will account for approximately 15% of our overall revenues.

-     On-Site Training.  We intend to offer on-site employee training services
targeted at the single unit restaurant operation or for new restaurant
properties preparing for their grand opening.  We plan providing group training
sessions within the actual restaurant for all of the employees, including
servers, bartenders and kitchen staff.  Areas we intend to train clients in
include guest service and interaction, specific methods for improving individual
service and salesmanship to increase tips, food expo and presentation
techniques, food and drink preparation and presentation, and strategies for
improved teamwork.  We project these services will account for approximately 50%
of our overall revenues.

-     Seminar-type Training.  In addition to our on-site training services aimed
at single unit operations, we intend to offer seminar-type training to larger,
multiunit restaurant businesses.  Rather than visit each restaurant unit
separately, the client can have all of its employees meet in one location for
ongoing training purposes.  While not typically as effective as the smaller
group sessions found in on-site training, this method could be cost effective
for the larger multiunit operations and can educate employees with key sales
techniques for increasing sales and tips, new product rollouts and menu item
introductions, and create better camaraderie and teamwork among its employees.
We project these services will account for approximately 25% of our overall
revenues.

-     Standard Operating Procedures (SOPs)/Corporate Manuals.  Independent
restaurant businesses started by talented chefs or sole proprietors typically
lack the discipline and organization found in the better known chains.  While in
the early stages of operations it makes little, if any, impact, over time and as
the business grows and expands it becomes a critical weakness.  In fact, in some
instances the lack of SOPs can become a significant legal liability opening the
door to unwanted and unwarranted lawsuits.  We intend to offer services aimed at
helping such restaurants develop a proper set of SOPs.  These will not only
provide a written guide for the existing employees and on-site managers, but for
future generations of employees and, possibly, new owners.  Our written SOPs
will provide a basis for operations of the restaurant including front of the
house (FOH), back of the house (BOH) and bar area(s).  We will not pass upon the
legality of our clients' SOPs, they will be required to seek independent legal
counsel for such legal opinions.  Our services will be aimed at assisting them
in putting their collective operating procedures onto paper in an
easy-to-understand format thereby creating a reference resource that addresses
the various aspects of the restaurant's operation.  We project these services
will account for approximately 10% of our overall revenues.

     Our services will be offered independently to each client.  Should the
client wish to avail themselves of a variety of the services we intend to offer,
then we might offer the services in a package deal with a nominal discount.

     We have developed the following focal points and strategies we anticipate
sharing with our clients and trainees as an inclusive part of our services:


                                        8
<PAGE>


     - Create a Fun, Energetic, Destination Drinking and Dining Experience.  We
wish to teach our clients on how to create and promote a fun, irreverent and
socially interactive atmosphere.  We intend to accomplish this by developing and
maintaining a fun and festive atmosphere which should make their restaurants and
bars fun and entertaining to their guests.

     - High Standard of Guest Service.  We intend to impart a passionate belief
of guest service to our clients, ranging from the general manager to the
greeters, through intense training, constant monitoring and emphasizing
consideration of their guests first and foremost in all decisions.  Happy and
satisfied guests tell their friends, family and coworkers about their
experience, thus generating positive word-of-mouth advertising.

     - Pursue Disciplined Restaurant Growth.  We will instill the virtues of
disciplined expansion to our clients.  Too many restaurant businesses have
failed as a result of unchecked expansion.  Through disciplined growth our
clients will be able to better monitor new restaurant openings and make sure
that their guests have a positive experience and leave wanting to return again
soon.

     - Provide Superior Dining Value.  We believe that for our client's guests
to return they need to provide their guests with interesting, high quality
entrees and drinks.  We will train them that each restaurant should serve a
unique variety of original entrees, drinks and limited souvenirs to increase the
client's per guest check average (PGA).


Our Industry Overview

     In the United States, consumers are drinking and eating at restaurants and
bars at ever increasing rates.  According to the Department of Commerce, the
restaurant industry generates approximately $257 billion in annual sales, an
amount that represents roughly 35% of total consumer food expenditures.

     The restaurant industry is comprised of four basic segments: fast food,
mid-scale, casual dining and fine dining.  The industry itself is highly
fragmented by the presence of thousands of independent "mom and pop" operators
and small chains.  We estimate that chain stores control approximately 61% of
the fast food segment while controlling only about 22% of the other three
segments combined.

     The well-known nationwide chains, especially the fast food variety, have
their own internal training personnel.  In some cases they even have entire
training departments and special training facilities.  These restaurant
businesses rarely, if ever, utilize outside consultants to assist with training
their managers and employees.

     This translates into a general market for our prospective services of
approximately one-third of the fast food market and three-quarters of the other
three more conventional dining markets.  Our focus is on the latter since we
estimate server and bartender training will comprise roughly 75% our of overall
revenue.

     The consulting market for training managers, employees and assisting with
corporate organization and grand openings is highly fragmented.  The vast
majority of consultants in this industry are individuals who are former
restaurant managers, servers, kitchen staff and bartenders themselves.

     Because the training industry is an integral part of the restaurant
industry as a whole, each is dependent upon the other for survival.  We estimate
the size of our industry as one-half of one-tenth of one percent (0.05%) of the
overall restaurant industry which would make it a $128.5 million industry.


                                        9
<PAGE>

Operations and Management

     Our ability to effectively assist our client's in managing an operation
including high volume restaurants and bars is critical to our overall success.
In order to maintain quality and consistency at each of our clients' restaurant
and bar properties we must carefully train their personnel and teach them how to
properly supervise their personnel and the establishment of, and adherence to,
high standards relating to personnel performance, food and beverage preparation,
entertainment productions and equipment, and maintenance of the facilities.  Our
current executive officers are capable of overseeing our planned growth over the
next two years.  We plan on advising our clients on the following areas:

     - Recruiting.  We will instill the need to actively recruit and select
individuals who exhibit a passion for guest service.  Our selection process we
teach includes testing and multiple interviews to aid in the selection of new
employees, regardless of their prospective position.

     - Training.  We believe that proper training is the key to exceptional
guest services.  There simply are no substitutes.  Each new client will be
trained how to implement our 12-week manager training program, which includes
cross-training in all management duties.  We will also teach our client's our
non-management training program consisting of a two-week training program where
they will learn all of food and drink offerings, operational procedures and the
point-of-sale (POS) computer system.

     - Secret Shopper.  We will advise our client's to implement a "secret
shopper" program.  Because we believe exceptional guest services are paramount
to our client's success we will advise them on the benefits of using a secret
shopper program to monitor quality control at all of their restaurants and bars.
Secret shoppers are independent persons who visit a restaurant and test its
food, beverages and service under the appearance of regular customers without
the knowledge of restaurant's management or personnel knowing they are being
evaluated.  Secret shoppers typically visit on a periodic basis and report their
findings to executive level management.

     In compliance with Item 101(b)(10) of Regulation S-B, we have incurred
developmental expenses of $20,600, consisting of accounting and professional
fees, during the preceding two fiscal years.  It is important to note that our
company was a privately held shell company until January 2002 when our two
executive officers Victoria Carlton and Michael Hume acquired a controlling
interest in the privately held shell company.  Since that time all of our
developmental work has focused on voluntarily registering and complying with the
Securities and Exchange Commission's rules and regulations to become and remain
a fully reporting company and seeking prospective sources of investment capital.

Marketing, Advertising and Promotion

     Our marketing strategy is aimed at attracting new clients through more
traditional and direct marketing avenues.  We will focus on building a
reputation among small restaurant businesses and expand into larger regional
and, eventually, national chains.

     Initially we will rely on management's personal contacts in the industry to
market our services.  These contacts are comprised primarily of former
co-workers in the restaurant industry consisting of servers, bartenders,
managers and general managers.  Because on-site management usually determines
and makes recommendations to corporate offices or the independent restaurant
owner regarding employee training and what needs to be done to maximize
restaurant sales, we intend to focus on renewing and cultivating our
relationships at this level in hopes of converting some of them into revenue
producing clients.  We anticipate spending approximately four months and $10,000
($2,500 a month) on this phase of our marketing efforts.


                                       10
<PAGE>

     After this first-stage marketing effort has been exhausted, and depending
on the success of our initial efforts, we will switch to more standardized
marketing efforts targeting prospective local and regional clients, including:

-     Direct Mail.  This form of marketing would commence with bulk mailing
"teaser" pieces to prospective clients which would be followed up upon request
with more detailed literature.  We anticipate on sending out 500 bulk mail
pieces a week with a 1% response rate.  This would be an ongoing campaign and is
projected to cost an estimated $2,500 a month in direct printing, sorting, list
purchases and mailing costs;

-     Select Media Advertisements in Industry Publications.  This type of
marketing would encompass spot advertisements in industry and food magazines and
newsletters.  We plan on beginning this type of marketing, which is more costly
than the former methods, no earlier than 6 months into our general marketing
campaign.  We anticipate running on average three such advertisements at an
aggregate cost of approximately $10,000 per month.

-     Telemarketing.  We will use telemarketing resources to follow-up with our
direct mailing efforts and leads generated by our media advertisements.  Upon
confirming a solid lead the lead will be passed on to one of our executive
officers to try and convert it into a revenue generating client.  We expect to
commence telemarketing efforts a few weeks after our first bulk mailing.
Telemarketing expenses are anticipated to run approximately $2,000 a month.

     From these efforts it is our ultimate goal to develop a following of
satisfied clients and grow our client base through "word of mouth" advertising.
We believe that this not only keeps marketing costs to a minimum, but is far
more effective in generating new revenue producing clients.

     We do not intend to spend more than 10% of our gross revenues on marketing,
advertising and promotion.


Competition

     The restaurant and bar industry is intensely competitive.  We compete with
other restaurant consultants and in-house training departments at larger
chain-type restaurants.  We compete against many well established competitors
who have substantially greater financial resources and a longer history of
operations than we do.  These competitors' resources and market presence may
provide them with advantages in marketing, purchasing and negotiating prices and
contract terms.  These factors may put us at a significant disadvantage when
competing in some marketplaces.

     Additionally, because we are start-up business that has yet to commence
operations, we face an monumental challenge entering this industry and building
recognition for ourselves.  We currently consider ourselves ranked below
everyone we will be competing with, including independent consultants and
in-house training departments.  Furthermore, we do not expect this relative
competitive ranking to improve until we are able to start consulting with actual
revenue clients and enjoying the benefits of referrals from satisfied clients.

Employees

     As of March 1, 2005, we had no full-time employees and two part-time
employees.  Our part-time employees do not spend more than 20 hours a week
working on our business.


                                       11
<PAGE>

     None of our employees are covered by collective bargaining agreements, and
we have never experienced an organized work stoppage or strike.  We consider
relations with our employees to be very good.

Government Regulations

     Our operations are subject to various general federal, state and local laws
governing such matters as wages, working conditions, citizenship requirements
and overtime pay that affects most U.S. businesses.  Some states have set
minimum wage requirements higher than the federal level.  Accordingly, should we
ever develop a staff of hourly workers, increases in the minimum wage will
increase our labor costs.

     Other governmental initiatives such as mandated health insurance, if ever
implemented, could adversely affect us by significantly increasing our labor
costs.  We could also become subject to the Americans With Disabilities Act of
1990, which, among other things, could require certain renovations to our future
offices and other properties, if any, to meet federally mandated requirements.

     Our prospective clients on the other hand are subject to numerous
additional government regulations, including regulation by federal agencies to
licensing and regulation by state and local health, sanitation, building,
zoning, safety, fire and other departments relating to the development and
operation of restaurants and bars.  We do not intend to offer any consulting or
training services to our clients in relation to these and other government
regulations of our clients.  It is our intent to refer them to proper legal
counsel on such matters and avoid any potential liabilities that may arise from
these various government regulations.


Item 2.  Description of Property

Properties

     One of our affiliates currently provides us with approximately 150 square
feet of office space free of charge within her own residence.  Our affiliate has
no plans to begin charging us a rent within the next year for the usage of this
space.

Intellectual  Property

     We currently do not own any trademarks or servicemarks.

Item 3.  Legal Proceedings

     On August 25, 2004 a civil suit was filed in Dallas County, Texas naming
us as a defendant amongst others.  The suit alleges breach of contract,
conversion and suit for declaratory judgment.  Because we are dependent upon
our officers and directors to fund our defense this suit may have a
material adverse impact upon our operations and financial condition and
could force us to file for bankruptcy protection.

     We are not currently party to any other legal proceedings, nor are we aware
of any other pending or threatened actions against us.

     Additionally, we require that each of our client's indemnify us before we
perform any on-site services or assist with the opening of any new locations.

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

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended December 31, 2004.



                                       12
<PAGE>

PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     Although the shares of our common stock are publicly held, there has been
no trading market for these shares of common stock.  We are presently in the
process of submitting an application to have our common stock listed on the OTC
Electronic Bulletin Board market.  However, because there has never been a
market for our common stock, we can give no assurance, if we are successful at
obtaining a listing for our common stock, that a liquid and active market will
ever develop, or if developed, that it will be sustained.

     In the event our common stock ever commences trading on a public market it
is very likely that our shares will be subject to the provisions of Section
15(g) and Rule 15g-9 of the Exchange Act, which is commonly referred to as the
"penny stock" rule.  Section 15(g) sets forth certain requirements for
transactions in penny stocks and Rule 15g9(d)(1) incorporates the definition of
penny stock as that used in Rule 3a5l-l of the Exchange Act.  The Commission
generally defines a penny stock as any equity security that has a market price
less than $5.00 per share, subject to certain exceptions.  Rule 3a5l-l provides
that any equity security is considered to be a penny stock unless that security
is: registered and traded on a national securities exchange meeting specified
criteria set by the Commission; authorized for quotation on the NASDAQ Stock
Market; issued by a registered investment company; excluded from the definition
on the basis of price (at least $5.00 per share) or the issuer's net tangible
assets; or exempted from the definition by the Commission.  If our common stock
is deemed a penny stock, trading in it, if trading ever develops, will be
subject to additional sales practice requirements on broker-dealers who sell
penny stocks to persons other than established customers and accredited
investors, generally persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse.  For
transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase.  Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market.  A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities.  Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks.  Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in a stock subject to the penny stock rule and
may impair the ability of shareholders to sell their shares.

     Furthermore, the initial trading price of our common stock, if it is
approved for trading, will be determined by the negotiation between ourselves
and the initial market maker posting bid and ask quotations for our common
stock, and will not necessarily bear any direct relationship to our assets,
earnings, book value or other generally accepted criteria of value.

     As of March 1, 2005, we had approximately 47 stockholders of record.

Dividend Policy

     We have never declared or paid cash dividends.  We currently intend to
retain
all future earnings for the operation and expansion of our business and do not
anticipate paying cash dividends on the common stock in the foreseeable future.
Any payment of cash dividends in the future will be at the discretion of our
board of directors and will depend upon our results of operations, earnings,
capital requirements, contractual restrictions and other factors deemed
relevant by our board.


                                       13
<PAGE>

     The remainder of information required by this item relating to Recent Sales
of Unregistered Securities is incorporated herein by reference to our Amendment
No. 4 to Form 10-SB filed with the Securities and Exchange Commission on
February 19, 2003 and Form 10-QSB/A filed with the Commission on the same date.

Item 6.  Management's Discussion and Analysis or Plan of Operation

     You should read the following discussion and analysis of our financial
condition and results of operations together with our financial statements and
related notes appearing elsewhere in this Annual Report.  This discussion and
analysis contains forward-looking statements that involve risks, uncertainties
and assumptions.  The actual results may differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including, but not limited to, those presented under "Risk Factors" and
elsewhere in this Annual Report.

Overview

     We are a development stage company involved in assisting both franchised
and non-franchised restaurant businesses organize, properly train, and retain
their employees.  The majority of our time has been spent on developing our
business plan and trying to raise investment capital.  We anticipate these areas
will continue to consume the majority of our time during the fiscal year ending
December 31, 2004.

Independent Auditor's "Going Concern" Opinion

     The auditor's opinion to our financial statements indicates that it was
prepared on the assumption that we continue as a going concern.  Nevertheless,
our independent auditor believes there is "substantial doubt" that we will be
able to continue as a going concern.  See "Independent Auditors' Report" on page
F-2.  The auditor notes that we remain a development stage company and that we
are dependent upon the Company's ability to attract sufficient outside
investment meet its future financing requirements.  We believe we are taking the
steps necessary towards developing and implementing our business plan and are
working towards generating sufficient levels of financing that will lead to the
elimination of such qualification from our audited statements.  However, there
can be no assurance that we will ever achieve profitability or that a stream of
revenue can be generated or sustained in the future.

Results of Operations

     For the ease of reference, we refer to the fiscal year ended December 31,
2003 as fiscal 2003, the fiscal year ended December 31, 2004 as fiscal 2004, and
the current fiscal year which ends December 31, 2005 as fiscal 2005.

Revenues

     We have never generated any revenues since our inception on January 18,
1994.  We remain a development stage company and anticipate generating minimal,
if any, revenue for the remainder of fiscal 2005.

Expenses

     For fiscal 2004 we incurred expenses of $16,000 compared to expenses of
$18,100 for fiscal 2003.  Fiscal 2004's expenses were $2,100, or 11.6%, lower
than the prior fiscal year.

     We do not anticipate incurring any additional material expenses, other than
our annual auditing and filing fees, until management either secures appropriate
funding or is able to begin generating initial revenues.


                                       14
<PAGE>

Net Results

     For fiscal 2004 we incurred a loss of ($16,000), or NIL per share, which
was directly related to our audit expense and maintaining our reporting
requirements with the Securities and Exchange Commission.  This compares to
($18,100), or NIL per share, for fiscal 2003, which represents a reduction in
net loss of $2,100, or 11.6%.

Liquidity and Capital Resources

     We have financed our operating activities, which have consisted primarily
of our incorporation and organization, through the personal contributions of our
officers and directors.

     As of December 31, 2004, we had no assets.

     As of December 31, 2004, we had liabilities consisting of a note
outstanding to a stockholder and officer.  This note bears no interest and is
payable upon demand.  We also had accounts payable of $32,000.  Aside from these
liabilities, we do not anticipate taking on any material financial obligations
or commitments for the remainder of fiscal 2005 other than the continued
expenses associated with our annual audit and filing requirements.

Plan of Operation

General

     We are a development stage consulting company involved in assisting both
franchised and non-franchised restaurant businesses organize, properly train,
and retain their employees.  Through proper organization, training, and
follow-up many restaurant properties experience increases in average sales per
guest, overall food and liquor sales increases, and improved employee/employer
relationships.

     Our objective is to develop and administer seminar-type and on-site
training programs for the restaurant industry.  We intend to provide our
services to both franchised and non-franchised restaurant businesses to improve
their servers' up-selling  capabilities, kitchen staff's efficiencies and
bartender salesmanship.  Our services will be provided in the following
categories:

-     Manager Training.  A key element to good service is having great on-site
management.  Managers will be trained in areas including guest service and
interaction, employee relations aimed at minimizing employee turnover rates,
food and beverage preparation and presentation, effective employee training
methods to improve individual employee salesmanship, and general management
techniques of running a restaurant and bar.  We plan on offering custom tailored
manager training to our clients that will encompass training in either specific
areas that could be problematic for a particular client or a general training
program encompassing all of our areas of training.  We project these services
will account for approximately 15% of our overall revenues.

-     On-Site Training.  We intend to offer on-site employee training services
targeted at the single unit restaurant operation or for new restaurant
properties preparing for their grand opening.  We plan providing group training
sessions within the actual restaurant for all of the employees, including
servers, bartenders and kitchen staff.  Areas we intend to train clients in
include guest service and interaction, specific methods for improving individual
service and salesmanship to increase tips, food expo and presentation
techniques, food and drink preparation and presentation, and strategies for
improved teamwork.  We project these services will account for approximately 50%
of our overall revenues.


                                       15
<PAGE>

-     Seminar-type Training.  In addition to our on-site training services aimed
at single unit operations, we intend to offer seminar-type training to larger,
multiunit restaurant businesses.  Rather than visit each restaurant unit
separately, the client can have all of its employees meet in one location for
ongoing training purposes.  While not typically as effective as the smaller
group sessions found in on-site training, this method could be cost effective
for the larger multiunit operations and can educate employees with key sales
techniques for increasing sales and tips, new product rollouts and menu item
introductions, and create better camaraderie and teamwork among its employees.
We project these services will account for approximately 25% of our overall
revenues.

-     Standard Operating Procedures (SOPs)/Corporate Manuals.  Independent
restaurant businesses started by talented chefs or sole proprietors typically
lack the discipline and organization found in the better known chains.  While in
the early stages of operations it makes little, if any, impact, over time and as
the business grows and expands it becomes a critical weakness.  In fact, in some
instances the lack of SOPs can become a significant legal liability opening the
door to unwanted and unwarranted lawsuits.  We intend to offer services aimed at
helping such restaurants develop a proper set of SOPs.  These will not only
provide a written guide for the existing employees and on-site managers, but for
future generations of employees and, possibly, new owners.  Our written SOPs
will provide a basis for operations of the restaurant including front of the
house (FOH), back of the house (BOH) and bar area(s).  We will not pass upon the
legality of our clients' SOPs, they will be required to seek independent legal
counsel for such legal opinions.  Our services will be aimed at assisting them
in putting their collective operating procedures onto paper in an
easy-to-understand format thereby creating a reference resource that addresses
the various aspects of the restaurant's operation.  We project these services
will account for approximately 10% of our overall revenues.

     Our services will be offered independently to each client.  Should the
client wish to avail themselves of a variety of the services we intend to offer,
then we might offer the services in a package deal with a nominal discount.


Early Capitalization

     On January 18, 1994 (inception), we issued 5,000 shares of our common stock
valued at $5,000 to our incorporator in exchange for his services and
out-of-pocket expenses associated with our incorporation and initial
organization.

Future Operations

     Because we remain a start-up development company with limited capital
resources, it may be necessary for our executive officers and directors to
either advance us funds or to accrue expenses until such time we can obtain
outside investment capital.  Any cash funds advanced to us by our officers and
directors will be in the form of promissory notes and will bear no interest.
Management intends to hold expenses to a minimum and to obtain services, if
possible, on a contingency basis or through the issuance of our common stock.
Furthermore, none of our officers or directors shall receive any compensation,
cash or otherwise, until we are successful in raising sufficient funds to
properly execute our business plan.

     We are presently in the process of submitting an application to have our
common stock listed on the OTC Electronic Bulletin Board market.  However,
because there has never been a market for our common stock, we can give no
assurance, if we are successful at obtaining a listing for our common stock,
that a liquid and active market will ever develop, or if developed, that it will
be sustained.


                                       16
<PAGE>

     Once we are able to successfully obtain a listing on the OTC Electronic
Bulletin Board market, management believes it will be able to achieve the
following 12-month goals:

-     Raise Capital.  We are currently exploring various funding scenarios with
established broker-dealer firms.  It is our hope to be able to find a
broker-dealer willing to assist us locate adequate funding.  In the event we are
not able to find a broker-dealer willing to assist us, our contingency plan
calls for our officers and directors to attempt to raise our initial capital
themselves through a Direct Public Offering (DPO).  However, we believe that by
complying with the SEC's rules and regulations pertaining to disclosure and,
once approved, being listed on the OTC Electronic Bulletin Board we will have a
better chance of finding a broker-dealer willing to work with us to raise
capital from outside investors.  We estimate this process will take between six
to nine months to successfully complete from the time we receive our initial
listing on the OTC Electronic Bulletin Board.

-     Establish Working Office.  Once our initial funding requirements have been
satisfied we will open a new office capable of hosting our clients and their
employees.  This should take approximately one month to establish and get
prepared for hosting prospective clients.  Also at this stage we intend to
create and print all of our necessary support materials and documentation to
properly conduct our business activities.

-     Commence Marketing Efforts.  Although marketing efforts will be an ongoing
and never ending process, we intend to begin with our initial marketing efforts
only after we have successfully completed our SEC registration, raised the
required capital and opened a working office.  We hope to secure our first
clients within the first two months of commencing our marketing efforts.

     It is very clear to us that our present sources of funding will not be
sufficient to properly launch our business plan and commence full-scale
operations.  Management's primary task at the present time is to create enough
interest from outside investors to raise sufficient levels of capital to
commence the execution of our business plan.  Presently we project that we will
need a minimum of $250,000 to commence full scale operations and properly
execute our business plan.  If we are successful at raising these funds we
intend to spend them as follows:

     Legal and accounting fees                $20,000
     Office/seminar space lease                54,000
     Office furniture/equipment                40,000
     Marketing and advertising                 35,000
     Design and printing                       27,000
     Salaries                                  50,000
     Working capital reserve                   24,000
     -------------------------------------------------
                                             $250,000

     Until we raise sufficient capital from outside sources to commence
full-scale operations we anticipate our executive officers and directors will
cover any basic cash requirements required to keep us in compliance with all
existing corporate filing requirements, including with the Texas Secretary of
State, the Internal Revenue Service and the Securities and Exchange Commission.
In the event we cannot secure funding, our basic cash requirements required to
prevent insolvency are expected to be no more than $6,000 over the course of
fiscal 2004.  Our executive officers and directors (Victoria Z. Carlton and
Michael Hume) have verbally agreed to cover any cash shortfalls.  However,
because there are no formal written agreements in place with any of our


                                       17
<PAGE>

executive officers and directors, no assurances can be given that they will
provide for any cash shortfalls or that any cash shortfalls can be deferred or
paid for through the issuance of common stock.

     One exception to the aforementioned is our independent auditor must be paid
in cash.  A failure to maintain current auditing of our corporate affairs would
result in our failure to meet our future filing requirements with the SEC.
Failure to retain our status as a reporting company could further limit our
abilities to raise the necessary amount of investment capital to commence
execution of our business plan.

Employees

     We presently do not have any plans to add any additional employees to our
staff.  We may expand or decrease the size of our Board of Directors.  However,
none of the members of our Board of Directors receives a salary or benefits in
any form, nor do we have any plans to begin paying salaries, cash or otherwise,
or offering any form of benefits to our Board of Directors.

     We believe that the current efforts from our existing executive officers,
supported by our Board of Directors, will prove satisfactory in enabling us to
raise the necessary capital to properly execute our business plan.  Should our
executive officers and members of our Board of Directors fail to raise the
necessary capital to execute our business plan, there will be inadequate
resources to hire new personnel capable of possibly raising much needed funds
and/or executing our business plan.

Property and Equipment

     We do not foresee any immediate needs to purchase or lease any new or
additional facilities, property or equipment.  We anticipate that any new
property or equipment requirements will be commensurate with new funding and
subsequent business developments.

Factors That May Affect Future Results

     The majority of management's efforts to date have centered around
developing our business plan and becoming a fully registered and compliant
company with the Securities and Exchange Commission (SEC) and working with
registered broker-dealers to put forth an application for a listing on the OTC
Electronic Bulletin Board.  None of these activities are revenue generating nor
do they guarantee future investments from outside investors.

     We believe that by becoming registered with the SEC and ultimately
obtaining a listing on the OTC Electronic Bulletin Board it will assist us in
raising capital from outside investors.  Presently we anticipate we will need to
raise a minimum of $250,000 from outside investors to properly execute our
business plan and we will not be able to commence full scale operations until
this minimum amount is raised.

     Until we can successfully raise sufficient capital we will remain dependent
on our officers and directors to support our business operations and provide us
with adequate capital for our ongoing capital needs.  None of our officers or
directors have entered into any formal written agreements requiring them to
provide for our capital needs.  We can give no assurances that they will
continue providing for our capital needs or that we will be able to raise
sufficient capital to execute our business plan.

     Furthermore, our ability to raise capital by selling securities, equity
and/or debt, and hence our liquidity, could be materially adversely affected by
the general unease in the equities market, the limited availability of venture
capital financing sources, and current worldwide general economic woes.


                                       18
<PAGE>

     If we fail to raise the necessary capital to commence full-scale
operations, we may be forced into involuntary insolvency.  Management intends to
prevent accruing unnecessary expenses until sufficient funding has been procured
to prevent such a situation from ever developing.

Item 7.  Financial Statements

     The information required by this item is presented as a separate section
commencing on page F-1.

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure.

     On July 8, 2002, we engaged Baumann, Raymondo & Company, PA, as our
independent public accountants.  Prior to this engagement we had no independent
public accountant.

Item 8A.  Controls and Procedures.

     Our Chief Executive Officer and our Chief Financial Officer have concluded,
based upon their evaluation as of theend of the period covered by this report,
thatour "disclosure controls and procedures",as defined in Rules 13(a)-15(e) and
15d-14(e) under the Securities Exchange Act of 1934 ("Exchange Act"), are
effective to ensure that information required to be disclosed in the reports
thatwe file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.There were no changes inour internal control over
financial reporting during thefiscalquarter ended December 31, 2004 that have
materially affected, or are reasonably likely to materially affect,our internal
controls over financial reporting.


PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.

     Our directors, executive officers, promoters and control person, their ages
as  of  March  1,  2005,  and  their  positions  with  us  are  as  follows:

       Name          Age    Position                                   Since
       ----          ---    --------                                  --------
Victoria Z. Carlton   29    Chairman, President, Chief Executive       2002
                            Officer and Director

Michael Hume          34    Treasurer, Secretary and Director          2002


     Our Board of Directors is comprised of only one class of director.  Each
director is elected to hold office until the next annual meeting of stockholders
and until his successor has been elected and qualified.  Officers are elected
annually by the Board of Directors and hold office until successors are duly
elected and qualified.  The following is a brief account of the business
experience of each of our directors and executive officers.  There is no family
relationship between any director or executive officer.

VICTORIA Z. CARLTON has been our Chairman, President, Chief Executive Officer
and a Director since March 15, 2002.  She was a co-founder of Premier
Development & Investment, Inc. in March 2001 and began working for them in a
full-time capacity in November 2001.  Prior to joining Premier she served as the
Human Resources Coordinator for Theochem Corporation, an international chemical
company located in Tampa, Florida.  She joined Theochem in April 2001 where her
duties included processing all applicants, advertising, screening and
interviewing for open positions, as well as conducting orientation for all new


                                       19
<PAGE>

hires and disseminating benefits information.  Preceding her position at
Theochem, she worked for IBM from June 1997 through June 2000 where she worked
with the Global Services and eBusiness development teams on the Y2K eBusiness
Customer Readiness Project helping clients upgrade their systems for Year 2000
compliance issues.  Prior to joining IBM, Ms. Carlton worked in retail as a
manager at Linen Supermarket.  Ms. Carlton attended the University of South
Florida in Tampa, Florida.  Ms. Carlton will devote no more than 20 hours per
week on our business.

MICHAEL HUME has been our Treasurer, Secretary and a Director since March 15,
2002.  Mr. Hume brings with him over 10 years of sales, management and
promotional experience in the food and service industry.  He concurrently works
as the general manager of Players Grille, Inc. located in Jacksonville, Florida.
Prior to joining Players Grille in August 2004 Mr. Hume had been working at the
Tampa Ale House since its inception in March 1998.  Prior to joining Tampa Ale
House, Mr. Hume managed the Terrace Grill and Jazz Club, also located in Tampa,
Florida.  Mr. Hume's tenure at Terrace Grill and Jazz Club began in August 1996
and his responsibilities included the hiring of employees and musicians, general
promotions, advertising and the oversight of day-to-day activities.  Mr. Hume
attended the University of South Florida in Tampa, Florida.  Mr. Hume will
devote no more than 20 hours per week on our business.

COMMITTEES OF THE BOARD OF DIRECTORS

     Our Board of Directors presently does not have any active committees.


DIRECTOR COMPENSATION

     Members of our Board of Directors do not receive compensation for their
services.  However, we may reimburse our directors for travel and lodging
expenses associated with their attendance of Board meetings.


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities
(collectively the "Reporting Persons") to file reports and changes in ownership
of such securities with the Securities and Exchange Commission and the Company.
Based solely upon a review of (i) Forms 3 and 4 and amendments thereto furnished
to the Company pursuant to Rule 16a-3(e), promulgated under the Exchange Act,
during the Company's fiscal year ended December 31, 2004 and (ii) Forms 5 and
any amendments thereto and/or written representations furnished to the Company
by any Reporting Persons stating that such person was not required to file a
Form 5 during the Company's fiscal year ended December 31, 2004, it has been
determined that no Reporting Persons were delinquent with respect to such
person's reporting obligations set forth in Section 16(a) of the Exchange Act.

Item 10.  Executive Compensation

     We do not have any employment agreements in place with any of our
employees, current or former, and we have never implemented a pension, health,
annuity, bonus, profit sharing or other similar plans.  All future employment
arrangements are subject to the discretion of our Board of Directors.  We do not
anticipate entering into any such arrangements during the current fiscal year
ending December 31, 2004.

     None of our officers or directors (Victoria Z. Carlton and Michael Hume)
have in the past nor do they currently receive a salary or any other form of
payment for their services.  Since our inception on January 18, 1994 we have not
paid a salary or other form of payment for the services of our officers and


                                       20
<PAGE>

directors.  We do not anticipate beginning to pay any of our executive officers
or directors any type of compensation during the current fiscal year ending
December 31, 2004.  Therefore, no summary compensation tables are included in
this registration statement.

     Additionally, we have never issued any stock options nor do we have any
plans to issue any such instruments during the current fiscal year ending
December 31, 2005.  Furthermore, we do not anticipate in making any restricted
stock grants or other types of non-cash compensation during the current fiscal
year ending December 31, 2005.

Item 11. Security Ownership of Beneficial Owners and Management

     The following table present certain information as of March 1, 2005
regarding the beneficial ownership of our common stock by:

-     each person or entity known by us to own beneficially 5% or more of our
issued and outstanding common stock;

-     each of our directors; and

-     all of our directors and executive officers as a group.

     Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting or investment power with
respect to the securities.  Under SEC rules, a person is deemed to be the
beneficial owner of securities which may be acquired by such person upon the
exercise of options and warrants or the conversion of convertible securities
within 60 days from the date on which beneficial ownership is to be determined.
Each beneficial owner's percentage ownership is determined by dividing the
number of shares beneficially owned by that person by the number of outstanding
shares, increased to reflect the beneficially-owned shares underlying options,
warrants or other convertible securities included in that person's holdings, but
not those underlying shares held by any other person.  As of March 1, 2005 we
had 5,000,000 shares issued and outstanding.

     Except as otherwise indicated in the notes to the table, we believe that
all shares are beneficially owned, and investment and voting power is held by,
the persons named as owners.

Name and Address
Of Beneficial Owner
-------------------
                                              Shares
                                           Beneficially  Percentage
Directors and Executive Officers:              Held        Owned
-------------------------------------      -----------   ----------

Victoria Z. Carlton (1)                      2,710,000      54.2%
2203 Palencia Dr. #2203
Tampa, FL  33618

Michael Hume                                    10,000        *
6722 Marwa Pointe Village Ct. #201
Tampa, FL  33624

All directors and officers as a group
  (2 persons)                                2,720,000      54.4%


Five Percent Stockholders
-------------------------
Stag Financial Group, Inc. (2)
  P. O. Box 23542
  Tampa, FL  33623                           2,100,000      42.0%

-----------------
* - less than 1%


                                       21
<PAGE>

(1)     Victoria Z. Carlton directly owns 2,510,000, or 50.2%, of our 5,000,000
issued and outstanding common shares.  She is also claiming beneficial ownership
of 200,000 common shares directly owned by Premier Development & Investment,
Inc., a company for which she concurrently serves as the treasurer, secretary
and a director.  Through her positions at Premier Development & Investment she
has significant influence regarding the voting and/or disposition of these
beneficially owned common shares.

(2)     J. Scott Sitra is the President, CEO and majority shareholder of Stag
Financial Group, Inc.


Item 12.  Certain  Relationships  and  Related  Transactions.

     During the past two fiscal years we have not engaged in or proposed any
transactions between any of our officers, directors, nominees for election as
director, or any shareholder owning more than five percent (5%) of our issued
and outstanding shares, nor any member of our officers and directors immediate
family, except as follows:

     Our President and Chief Executive Officer, Victoria Z. Carlton, currently
provides us with approximately 150 square feet of office space free of charge
within her own residence.  She has no plans to begin charging us a rent within
the next fiscal year for the usage of this space.

     In addition, Ms. Carlton concurrently serves as the Treasurer, Secretary
and as a Director at Premier Development & Investment, Inc., a developer and
operator of theme-based restaurants and bars.  Even though we do not directly
compete with Premier Development & Investment, there is the possibility Ms.
Carlton could encounter various conflicts of interest between her divided
responsibilities.  We have no agreements in place to prevent Ms. Carlton from
redirecting our future clients and/or business opportunities to Premier
Development & Investment, Inc.  Furthermore, we have not yet formulated a policy
for the resolution of any such conflicts of interest should they arise.

     Management has offered to assist us meeting any near-term operating
expenses that cannot be deferred and would exceed our available cash on hand.
Because we have no agreement with management they are under no obligation to
cover such future operating expenses.

Item 13.  Exhibits  and  Reports  on  Form  8-K

INDEX TO EXHIBITS

     The following exhibits are filed as a part of this disclosure statement:

Exhibit
Number     Description
-------    -----------

3.1*       Articles of Incorporation, filed on January 18, 1994
3.2*       Certificate of Incorporation dated January 18, 1994
3.3*       Articles of Amendment to the Articles of Incorporation,
            filed on January 15, 2002
3.4*       Certificate of Amendment dated January 15, 2002
3.5*       Articles of Amendment to the Articles of Incorporation,
            filed on July 19, 2002
3.6*       Certificate of Amendment dated July 19, 2002
3.7 *      Bylaws
23.1       Consent letter of Baumann, Raymondo & Co., P.A. dated April 5, 2005


                                       22
<PAGE>

99.1       Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2       Certification by Treasurer and Secretary pursuant to 18 U.S.C.
           Section 1350, as adopted pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002.
-----------------------
Incorporated by reference registration statement on Form 10-SB (No. 000-49945)
filed July 24, 2002.


Reports on Form 8-K
-------------------

     During the last three months covered by this Annual Report there were no
Form 8-Ks filed with the SEC.


Item 14.  Principal  Accountant  Fees  and  Services.

     The Board of Directors has appointed Baumann, Raymondo and Company, PA as
our independent auditors for the fiscal year ended December 31, 2004.  Baumann,
Raymondo & Company, PA has been regularly engaged independent auditor since July
8, 2002.  Prior engaging Baumann, Raymondo & Company, PA we had no independent
auditors.

     Baumann, Raymondo & Company, PA are engaged only as our independent
auditors.  They do not perform any other accounting or consulting services to us
or on our behalf.  Our auditing fees during the fiscal years ended December 31,
2002, December 31, 2003 and December 31, 2004 totaled $2,500, $2,100 and $2,100,
respectively.  We do not anticipate a material change in auditing fees for the
fiscal year ending December 31, 2005.


SIGNATURES

     In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized on this
12th day of April, 2005.

                              Restaurant Training Corporation



                              By: /s/ Victoria Z. Carlton
                              -------------------------------------
                              Victoria Z. Carlton
                              President, Chief Executive Officer and
                              Director

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

Signature                     Title                            Date

/s/ Victoria Z. Carlton        Chairman, President, and
-----------------------        Chief Executive Officer         April 12, 2005
Victoria Z. Carlton


                                       23
<PAGE>

/s/ Michael Hume               Treasurer, Secretary and
----------------------         Director                        April 12, 2005
Michael Hume



                PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Victoria Z. Carlton, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Restaurant Training
Corporation;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                                       24
<PAGE>

Date: April 12, 2005          /s/ Victoria Z. Carlton
                              -------------------------------------------
                              Victoria Z. Carlton
                              President and Chief Executive Officer
                              Restaurant Training Corporation




             PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Michael Hume, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Restaurant Training
Corporation;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal


                                       25
<PAGE>

controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: April 12, 2005          /s/ Michael Hume
                              -------------------------------------------
                              Michael Hume
                              Treasurer, Secretary and Director
                              Restaurant Training Corporation



                                       26
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders
Restaurant Training Corporation
Tampa, Florida

We have audited the accompanying balance sheet of Restaurant Training
Corporation (a development stage company) at December 31, 2004, and the related
statements of operations, cash flows and stockholders' equity for the years
ended December 31, 2002, 2003 and 2004, and the cumulative period from inception
to December 31, 2004.  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 of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Restaurant Training Corporation at
December 31, 2004 and the results of its operations and its cash flows for the
year ended December 31, 2002, 2003 and 2004, and the cumulative period from
inception to December 31, 2004 in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note D, the Company has been in the development stage since its
inception on January 18, 1994. The Company has limited equity resources so it
may be necessary for the executive officers and directors to fund operations
until such time as investment capital can be raised. In addition, the Company
will need to hold expenses to a minimum and to obtain goods and services through
the issuance of stock. Management hopes to generate enough interest from outside
investors so that sufficient levels of capital can be raised. These factors
raise substantial doubt about the Company's ability to continue as a going
concern.


/s/ Baumann, Raymondo & Company PA
BAUMANN, RAYMONDO & COMPANY PA
Tampa, Florida
February 24, 2005


                                      F - 1
<PAGE>

                         RESTAURANT TRAINING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET

                                DECEMBER 31, 2004

                                     ASSETS

Current assets:                                       $    -
                                                      ------
    Total current assets                              $    -
                                                      ======

                                   LIABILITIES

Current liabilities:
    Accounts payable                                 $32,000
    Due to officers                                    4,600
                                                      ------
    Total current liabilities                        $36,600
                                                      ======
Stockholders' equity:
    Common stock, $1.00 par value
       50,000,000 authorized;
       5,000,000 shares issued and outstanding    $5,000,000
    Preferred stock, $2.00 par value
       10,000,000 authorized;
       -0- shares issued and outstanding                   -
    Additional paid-in capital                    (4,995,000)
    Accumulated deficit during the
       development stage                             (41,600)
                                                  -----------
         Total stockholders' equity                  (36,600)
                                                  -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $        -
                                                  ===========



                                      F - 2
<PAGE>

                         RESTAURANT TRAINING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)

                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                     Cumulative
                                       Year-ended       Year-ended     Year-ended      During
                                      December 31,     December 31,   December 31,   Development
                                          2002             2003           2004          Stage
                                      -------------    -------------  ------------  -------------

<S>                                   <C>             <C>             <C>           <C>
REVENUE                                    $    -          $    -        $      -        $     -

OPERATING EXPENSES
  Consulting services                           -          16,000            16,000       32,000
  Organizational Costs                          -               -                 -        5,000
  Professional fees                         2,500           2,100                 -        4,600
                                          --------        --------         ---------     --------
  Total operating expenses                  2,500          18,100            16,000       41,600

(Loss) on operations and net (loss)        (2,500)        (18,100)          (16,000)     (41,600)

(Loss) per common share

    Basic                                    NIL            NIL              NIL
                                          =========      =========        =========

    Fully diluted                            NIL            NIL              NIL
                                          =========      =========        =========
Weighted average number of shares
    Basic                                 5,000,000      5,000,000        5,000,000

    Fully diluted                         5,000,000      5,000,000        5,000,000
</TABLE>



                                      F - 3
<PAGE>

                         RESTAURANT TRAINING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                     Cumulative
                                       Year-ended       Year-ended     Year-ended      During
                                      December 31,     December 31,   December 31,   Development
                                          2002             2003           2004          Stage
                                      -------------    -------------  ------------  -------------

<S>                                   <C>             <C>             <C>           <C>
Cash flows from operating
activities:

 Net (loss)                              ($2,500)       ($18,100)       ($16,000)     ($41,600)

 Adjustments to reconcile net (loss) to
 cash provided by (used) in operating
 activities:

 Shares issued to President of Sitra
 in conjunction with incorporation and
 organizing Sitra                              -               -               -         5,000

 Increase in accounts payable                  -          16,000          16,000        32,000
 Increase in due officers                  2,500           2,100               -         4,600
                                         --------        --------        --------      --------
 Total adjustments                         2,500           2,100          16,000        41,600
                                         --------        --------        --------      --------
 Net cash provided by (used) in
 operations                               $    -          $    -          $    -        $    -
                                         --------        --------        --------      --------

Net increase (decrease) in cash           $    -          $    -          $    -        $    -

Cash at beginning of the period                -               -               -             -
                                         --------        --------        --------      --------
Cash at end of the period                 $    -          $    -          $    -        $    -
                                         ========        ========        ========      ========
</TABLE>



                                      F - 4
<PAGE>

<TABLE>
<CAPTION>

                                           RESTAURANT TRAINING CORPORATION
                                            (A DEVELOPMENT STAGE COMPANY)
                                          STATEMENT OF STOCKHOLDERS' EQUITY


                                                                     DEFICIT
                                                                   ACCUMULATED
                                                       ADDITIONAL   DURING THE
                                         COMMON STOCK    PAID-IN   DEVELOPMENT
                                     SHARES     AMOUNT   CAPITAL      STAGE        TOTAL
                                   ----------  --------  -------  ------------  ----------
<S>                                <C>         <C>       <C>       <C>           <C>
BALANCE, JANUARY 18, 1994
 (INCEPTION)                               -   $      -  $      -  $          -  $       -

 February 7, 1994, issuance of
   common stock to officer
   for services                        5,000      5,000         -             -      5,000

 May 21, 1994, Issuance of
   common stock in connection
   with 1,000 for 1 split          4,995,000  4,995,000 (4,995,000)           -          -

  Net loss during period                   -          -         -        (5,000)    (5,000)
                                ------------- ---------  -----------  ------------  -------

BALANCE, DECEMBER 31, 1999         5,000,000 $5,000,000 $(4,995,000)    $ (5,000)  $     -
                                   ========== ========= ============ =============  =======

  Net income (loss) for the year           -          -         -              -         -
                                ------------- ---------  -----------  ------------  -------

BALANCE, DECEMBER 31, 2000         5,000,000 $5,000,000 $(4,995,000)    $ (5,000)  $     -
                                   ========== ========= ============ =============  =======

  Net income (loss) for the year           -          -         -              -         -
                                ------------- ---------  -----------  ------------  -------

BALANCE, DECEMBER 31, 2001         5,000,000 $5,000,000 $(4,995,000)    $ (5,000)  $     -
                                   ========== ========= ============ =============  =======

  Net income (loss) for the year           -          -         -         (2,500)   (2,500)
                                ------------- ---------  -----------  ------------  -------

BALANCE, DECEMBER 31, 2002         5,000,000 $5,000,000 $(4,995,000)    $ (7,500)  ($2,500)
                                   ========== ========= ============ =============  =======

  Net income (loss) for the year           -          -         -        (18,100)  (18,100)
                                ------------- ---------  -----------  ------------  -------

BALANCE, DECEMBER 31, 2003         5,000,000 $5,000,000 $(4,995,000)    $(25,600) ($20,600)
                                   ========== ========= ============ ============= ========

  Net income (loss) for the year           -          -         -        (16,000)  (16,000)
                                ------------- ---------  -----------  ------------  -------

BALANCE, DECEMBER 31, 2004         5,000,000 $5,000,000 $(4,995,000)    $(41,600) ($36,600)
                                   ========== ========= ============ ============= ========

</TABLE>


From January 18, 1994 (inception) through December 31, 2004 there have been no
issuances of preferred stock.


                                      F - 5
<PAGE>

                         RESTAURANT TRAINING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        DECEMBER 31, 2004, 2003, AND 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations
--------------------

Restaurant Training Corporation ("RTC" ) a Texas corporation organized on
January 18, 1994 is a development stage company, and as such has devoted most of
its efforts since inception to developing its business plan, issuing common
stock, establishing its accounting systems and other administrative functions.

On May 1, 2001 Sitra Investments, Inc. ("Sitra") approved an amendment to its
articles of incorporation to (a) change the name of the company from Sitra
Investments, Inc. to Restaurant Training Corporation; (b) increase the number of
common shares from 10,000,000 to 50,000,000; and (c) increase the number of
preferred shares from 500,000 to 10,000,000. The amendments were received by the
State of Texas and have been found to conform to law on January 15, 2002.

As of December 31, 2001, J. Scott Sitra owned 5,000,000 common shares, or 100%
of the issued and outstanding common shares of RTC. Mr. Sitra sold 2,100,000
shares to Stag Financial Group, Inc. (a company controlled by J. Scott Sitra) in
January 2002 at a price of $.001 per share. Stag Financial Group will not
participate in the ongoing operations of RTC other than continuing to assist
with RTC's Edgar filing requirements amounts owed to Stag Financial Group for
assisting with SEC filings amounted to $16,000 and $32,000 at December 31, 2003
and 2004, respectively. Furthermore, the rights held by Stag Financial Group and
the other minority shareholders are not significant participatory rights other
than those held by all other owners of RTC's common stock.

RTC was an unregistered private shell with no operations prior to the
acquisition of a controlling interest by Victoria Carlton and Michael Hume (the
President and Treasurer of RTC, respectively) in January 2002. All historical
information is the result of the preceding operating entity, Sitra Investments,
Inc., which had no operations. Victoria Carlton and Michael Hume purchased
2,510,000 and 10,000 shares, respectively, at a price of $.001 per share from J.
Scott Sitra in a private transaction.

RTC's strategy is assist both franchised and non-franchised restaurants to
organize, properly train and retain their employees.

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 reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


                                      F - 6
<PAGE>

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes
------------

RTC records its federal and state tax liability in accordance with Financial
Accounting Standards Board Statement No. 109 "Accounting for Income Taxes".  The
deferred taxes payable are recorded for temporary differences between the
recognition of income and expenses for tax and financial reporting purposes,
using current tax rates.

Deferred assets and liabilities represent the future tax consequences of those
differences, which will either be taxable or deductible when the assets and
liabilities are recovered or settled.

Since its inception, RTC has an accumulated loss of $ 41,600 for income tax
purposes, which can be used to offset future taxable income through 2024. The
potential tax benefit of this loss is estimated as follows:

                          Future tax benefit     $  6,240
                          Valuation allowance      (6,240)
                          Net tax benefit        $      -

At December 31, 2002, 2003 and 2004, no deferred tax assets or liabilities are
recorded in the accompanying financial statements.

Earnings per Share
------------------

On March 3, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 128, "Earnings Per Share", which provides for
the calculation of Basic and Diluted earnings per share.  Basic earnings per
share includes no dilution and is computed by dividing income or loss available
to common stockholders by the weighted average number of common shares
outstanding for the period.  Diluted earnings per share reflects the potential
dilution of securities that could share in the earnings of the entity.

NOTE B - STOCK ISSUANCES AND STOCK SPLIT

On February 7, 1994, 5,000 shares of Sitra $1.00 par value common stock were
issued to the President of Sitra Investments, Inc. for services rendered for the
incorporation and organization of RTC. The value of the services rendered to RTC
was valued at $5,000. The stock was issued under the provisions of Rule 144 of
the Securities Act of 1933, as amended.

On May 21, 1994, the Board of Directors of Sitra authorized a 1,000 for 1 stock
split of Sitra's $1.00 par value common stock. The value of the common stock
remained at $1.00 after the 1,000 for 1 split.  Thus, RTC essentially effected a
stock split in the form of a stock dividend. As a result of the split, 4,995,000
additional shares were issued, and additional paid in capital was reduced by
$4,995,000. Additional paid in capital was reduced as RTC did not have
sufficient retained earnings to absorb the transfer to capital.  All references
in the accompanying financial statements to the number of common shares and per
share amounts have been restated to reflect the stock split.


                                      F - 7
<PAGE>

NOTE C - STOCK RIGHTS AND PRIVILEGES

Common Stockholders
-------------------

Each common stockholder is entitled to one vote on each matter on which the
share is entitled to vote and, subject to the rights of the preferred
stockholders, when, and if declared by the Board of Directors, out of funds
legally available therefore, dividends payable in cash, stock otherwise.

Upon any liquidation, dissolution or winding-up of RTC, whether voluntary or
involuntary, and after the holders of the preferred stock have been paid in full
the amounts to which they respectively shall be entitled or a sum sufficient for
such payment in full shall have been set aside, the remaining net assets of RTC
shall be distributed pro-rata to the common stockholders.

Preferred Stockholders
----------------------

The Board of Directors is authorized to provide for the issuance of preferred
shares from time to time in one or more series of any number of shares of
preferred stock, and to establish the number of shares included in each series.
In each individual series the Board of Directors shall determine the distinctive
designation of the number of shares of the series, relative rights, preferences,
qualifications and limitations of the shares of each such series.

NOTE D - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business.  The Company has incurred losses from its inception on January 18,
1994 through December 31, 2004.  The Company does not have an established source
of revenues sufficient to cover its operating costs and, accordingly, there is
substantial doubt about its ability to continue as a going concern.

In order to develop an established source of revenues, and achieve a profitable
level of operations, the Company will need, among other things, additional
capital resources.  Management is currently seeking outside funding through
various sources, including through debt and/or the sale of equity in the
Company.  However, there is no guarantee that management will be successful in
procuring any outside funding, or if such funding does become available, that
such funding will be on terms acceptable to us.

Until such funding is secured, the Company will continue to rely on
contributions from the executive officers and members of the Board of Directors
to maintain compliance with its various state and federal filing requirements,
including those with the Securities and Exchange Commission.  Management,
however, cannot provide any assurances that it will be successful in securing
the necessary funding to properly execute the Company's business plan.

The Company's current officers and directors (Victoria Carlton and Michael Hume)
have agreed to provide for the Company's minimal cash needs through the end of
the fiscal year ending December 31, 2004.  These minimal cash needs are
estimated to be no more than $6,000.


                                      F - 8
<PAGE>

NOTE E - GOING CONCERN (Continued)

The Company is relying on the current officers and directors to fund such needs.
To the extent the officers and directors decide not continue to fund such needs
beyond December 31, 2004, no outside funding is ever secured, and/or the Company
fails to generate sufficient revenues to cover such cash costs, operations as
they currently exist will cease.

The ability of the Company to continue as a going concern is dependent upon its
ability to successfully secure adequate investments from outside sources to
commence the execution of its business plan and eventually attain profitable
operations.  The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.





                                      F - 9
<PAGE>