<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              FORM 10-KSB/A No. 2


     (Mark One)

     [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
          OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
                                            -----------------

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD OF _______ TO ________.

     Commission File Number: 0-29205
                             -------


                           Lighthouse Landings, Inc.
                           -------------------------
                (Name of small business issuer in its charter)

                     New Jersey                         22-3241823
          ------------------------------            -------------------
          State or other jurisdiction of              (I.R.S. Employer
          incorporation or organization             Identification No.)


        195 Fairfield Avenue, Suite 3C, West Caldwell, New Jersey 07006
       ----------------------------------------------------------------
                   (Address of principal executive offices)

     Issuer's telephone number: (973) 618-9036
     Securities registered under Section 12(b) of the Act: None
                                                           ----

             Securities registered under Section 12(g) of the Act:

                         Common Stock, $.01 Par Value
                         ----------------------------
                               (Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X]        No [ ]

Check here if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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]

Issuer's revenues for its most recent fiscal year: $3,285,978.

As of June 12, 2000, there were 6,139,795 shares of the Registrant's $.01 par
value Common Stock ("Common Stock"), the only outstanding class of voting
securities, outstanding. Based on the closing price of the Common Stock as
reported on the "Pink Sheets" on June 12, 2000, the aggregate market value of
Common Stock held by non-affiliates of the Registrant was approximately
$5,116,000.

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

<PAGE>


                           Lighthouse Landings, Inc.
                              FORM 10-KSB/A No. 2

                                    PART I

Item 1. Description of Business

History of the Company.
----------------------

     Lighthouse Landings, Inc. (the "Company") is a New Jersey corporation
formed on May 12, 1993 under the name Drydock Cafe, Inc. On September 21, 1994,
the Company changed its name to Lighthouse Landings, Inc.

     Through 1997 the Company's principal business was the redevelopment of a
marina facility on a 2  1/2 acre site located on the Shrewsbury River in
Highlands, New Jersey (the "Property"), which it acquired in September 1993.
The Property is a mostly vacant parcel of land with 463 linear feet of
waterfront and has on its premises a 4,000 square foot building on the water's
edge and a small office building.  The Property has preliminary zoning approval
for a restaurant facility, retail building, bait and tackle shop, 23 slip
marina, concrete parking area and deep water boat fueling pier.

     In September 1993 the Company purchased the Property at a Sheriff's sale
for $1,000,000. Currently, the Property is encumbered by a promissory note with
the remaining principal balance of $60,000, all of which is delinquent. However,
the note holder has afforded the Company additional time to pay the balance.
Relations with the note holder have historically been amenable.

     In December 1997, the Company purchased all outstanding shares of a
privately-owned company called The Cigar Box, Inc. ("Cigar Box"), a retail cigar
and accessories store, located in Ramsey, New Jersey. The Cigar Box stockholders
received 75,000 shares of the Company's common stock. The acquisition was
contemplated and consummated at a time when cigars were increasingly popular and
the Cigar Box was to be used to supply retail outlets at ferry locations in New
Jersey. The Company had planned to operate additional Cigar Box retail outlets,
one of which would be included as part of a private club at the Property's
restaurant facility.

     In October 1998, the Company acquired 80% of the issued and outstanding
shares of the capital stock of Fast Ferry Holding Corporation, a New York
corporation, and its wholly owned subsidiaries, Fast Ferry I Corporation, Fast
Ferry II Corporation and New York Fast Ferry Services, Inc., all New York
corporations (collectively "NY Fast Ferry"). NY Fast Ferry owns two vessels, the
M/V Finest and the M/V Bravest, and is in the business of operating high-speed
commuter ferry services in the greater New York City harbor area. The Company
issued 454,545 shares of its common stock to the NY Fast Ferry shareholders. Of
the 454,545 shares issued, 70,000 shares are subject to a put under which two of
the three selling shareholders can require the Company to purchase an aggregate
of 70,000 shares at a price of $5.00 per share.

     As a result of the acquisition of NY Fast Ferry, the Company's primary
business changed from the redevelopment of the Property to the operation of
existing fast ferry service and the development of new routes. Accordingly, the
Company reevaluated all other business strategies and decided to sell all non-
core business assets and operations so it could focus solely on developing

                                       2
<PAGE>


its core business of ferry services. In October 1999 the Company listed both the
Cigar Box and the Property for sale. Efforts to sell the business were
unsuccessful. The Company closed the business on March 31, 2000.

Current Business; Markets.
-------------------------

     The Company is in the business of operating high-speed, passenger ferries.
At present, it owns two high-speed passenger ferries: the M/V Finest and the M/V
Bravest. These ferries are 38-meter aluminum hull, low wake catamarans that
travel at speeds averaging 35 knots. These vessels each have a capacity of 340
passengers and are equipped with TV monitors and a public announcement and
stereo system. Both vessels also have a refreshment concession area onboard.

     The Company's primary passenger is the executive commuter. The Company's
fast ferry service offers the executive commuter a fast, convenient, reliable,
clean and comfortable alternative to the crowded public transportation available
via train or bus, not to mention the congestion and stress faced by those
choosing to commute via automobile. The market being served by NY Fast Ferry
includes the Rumson-Red Bank peninsula immediately south of Highlands, New
Jersey in Monmouth County and has an excellent market potential to support
present and expanded ferry service. According to the New Jersey Department of
Transportation, there are approximately 22,000 Manhattan bound daily commuters
from Monmouth County, New Jersey alone.

     The Company's vessels travel 17 nautical miles across New York Harbor from
Highlands, New Jersey to Pier 11 in downtown Manhattan, New York.  Pier 11 is
located about two blocks from Wall Street. This ferry also makes a stop at the
East 34/th/ Street Pier on the eastside of midtown Manhattan. The trip to Pier
11 is approximately 40 minutes long and an additional 10 minutes to the East
34/th/ Street dock. Daily, the ferry makes two peak trips in the morning and two
peak return trips at the end of the business day and one off-peak morning trip
and one off-peak return trip in the evening four days a week. Passengers on
these trips are primarily commuters, the majority of whom purchase 40-trip
tickets at the current cost of $450.

     The M/V Finest was under a bareboat charter arrangement until October 31,
1999 to the Massachusetts Steamship Authority, which operates a fast ferry
service in Massachusetts. The M/V Finest recently underwent a scheduled engine
overhaul and is now available for NY Fast Ferry operation. The M/V Finest will
be used to add additional peak runs to and from Manhattan from the Clam Hut site
in the Highlands area for which the Company is seeking final site approval. This
vessel will make one trip during morning peak hours to Manhattan and two trips
from Manhattan during peak evening hours.

     NY Fast Ferry also runs excursions during non-commuter times and on
holidays and weekends when the vessel is not operating scheduled trips. These
excursions include whale watching trips off the coast in the winter, summer
sunset cruises in New York Harbor, and fall foliage tours up the Hudson River
Valley. The ferries also make trips to sporting events including baseball games
at Shea Stadium and football games at West Point and for special events such as
4/th/ of July fireworks. The Company also rents its vessels for charters and
private parties.

     The Property is not in operational condition for fast ferry service because
of the condition of the bulkhead, the surface of the parking area, and the
site's limited parking capacity.

                                       3
<PAGE>

Accordingly, NY Fast Ferry operates from a leased facility known as the Aragon
Marina ("Aragon") located on Willow Street, Highlands, New Jersey. The site is
leased by NY Fast Ferry on a passenger trip basis, with a remaining term of
approximately four years, renewable at the same rates and basis for an
additional five years. Under this lease the property owner provides and
maintains all land side facilities, including providing parking attendants in
the morning, snow plowing, lighting, docks, shuttle bus to offsite lot, etc. It
is Aragon's obligation to provide 300 parking spaces, but only 250 are
available, and there are payment reductions for the lost parking spaces. The
monthly lease payment to Aragon has averaged $24,900 over the last 12 months.

     The Company believes the Aragon site is better suited to providing first-
class, convenient commuter fast ferry service than the Property it owns.
Accordingly, the Company is in negotiations with the owner of Aragon to purchase
that site and has placed its Property on the market for sale. However, the
Aragon property needs improvements and the parking space needs to be expanded.

     The Company is also actively seeking other sites in the New York and New
Jersey areas suitable for providing fast ferry service to commuters to
Manhattan, in order to maximize ferry capacity. If the Company is unsuccessful
in negotiating acceptable terms for the Aragon property, there is sufficient
time remaining on the Aragon lease to permit the Company to explore other
options. The Company is awaiting final site plan approval to utilize a dock and
parking facility at the Clam Hut located approximately one-half mile south of
the Aragon property. The Clam Hut has parking capacity for 150 vehicles. Upon
receiving site plan approval, the Company can add an additional morning ferry
run.

     The Company entered into a five-year lease agreement, renewable for a
further five-year team, with The Connecticut Light and Power Authority (the
"Landlord") for approximately 3.6 acres together with a docking facility located
at Atlantic Street and Washington Boulevard in Stamford, Connecticut (the
"Stamford Property") for the purpose of operating a high-speed ferry service.
The lease commenced on November 1, 1999 with rent payments commencing on March
1, 2000. Rent for the first six months (March through August) is based on annual
rate of $100,000, or $8,333.33 per month, and for the seventh through the
twenty-fourth month rent is based on an annual rate of $150,000, or $12,500 per
month.

     The Company plans to operate high-speed ferry service from the Stamford
Property to LaGuardia airport and to Manhattan, stopping at the pier at East
34th Street and at Pier 11 downtown utilizing one newly-designed aluminum hull
catamaran with a capacity of 275 passengers and a 38 knot service speed. The
Company plans to expand service to up to four vessels. The design work for the
new boats was completed in January 2000. The Company has signed a Letter of
Intent with Derecktor Shipyards for the construction of at least three vessels.
The Company expects that the first vessel will be completed by Spring 2001. The
U.S. Coast Guard must issue a certificate of inspection for any new vessel it
uses.

     Before ferry service can begin, the Company must obtain various government
approvals and complete site improvements on the Stamford Property. The Company
expects the refurbishment to be completed within approximately 120 days from the
time construction begins. The Stamford site has been zoned for parking and
the

                                       4
<PAGE>


Company has received oral assurances from the local authorities that it can
operate fast ferry service from this site. As a result of meetings with its
engineers and government officials, the Company expects to have the permit
process completed by the end of September 2000, and site improvement completed
by the end of the year. The Company plans to begin operations at the Stamford
site in the Spring of 2001, and the site will have approximately 600 parking
spaces.

     The operation of ferry vessels requires U.S. Coast Guard (USCG)
certificates of inspection (See Government Regulations) and permits to dock.
New York City has recently expanded its facilities at Pier 11 located at the
South Street Seaport in the Wall Street area of lower Manhattan. This provides
more times for ferries to dock and disembark passengers. In order to dock the
ferry vessels at any pier under the City's control, the Company must obtain a
permit and will then be given specific docking times around which it can
schedule its trips to and from Manhattan. The Company plans to apply for the
docking permit immediately upon obtaining a vessel to operate from Stamford. The
Company believes it will not take more than 30 days to obtain the permit once
the vessel is acquired.



     After the requisite site improvements are completed and operations have
commenced, the Company plans to construct a small terminal, consisting of a
totally enclosed waiting room, a ticket office and necessary facilities,
including rest rooms.

Competition.
-----------

     The Company currently operates in the Monmouth County, New Jersey area.  In
that market its main competitor is Seastreak, a well-capitalized, wholly-owned
subsidiary of Sea Container Corporation, a United Kingdom based corporation.
This ferry service operates from a nearby site on the Shrewsbury River, the
former Connors Hotel property, and from Atlantic Highlands Yacht Harbor
approximately a mile west. Seastreak has undertaken an improvement and expansion
program whereby it will increase parking capacity at its Highlands facility,
expand its off-peak and weekend schedules and construct a new Highlands
terminal. At this time, the Company's vessels are faster and more comfortable
than Seastreak's vessel. The Company's vessels can reach a speed of 35 knots,
whereas Seastreak's vessels can only reach a speed of about 28 knots. The
Company's vessels can make the trip from the Highlands to Manhattan about ten
minutes faster than Seastreak's vessels. The Company's vessels have more
interior room and provide a smoother ride than Seastreak's vessels. However,
Seastreak has substantially greater financial resources through its parent
corporation, Sea Container, that could adversely impact the Company. In
addition, Seastreak has ordered two new vessels, which are expected to be
completed in November 2000, and which are comparable to the Company's
vessels.

     Monmouth County has indicated it is contemplating an additional high speed
ferry terminal and operation in a town about seven miles northwest of the
Company's site in the Highlands. The Company believes the ferry operator that
will be servicing that facility is New York Waterways. New York Waterways also
provides conventional ferry service for short hauls at various locations

                                       5
<PAGE>

in the New York metropolitan area and has been in business for many years. New
York Waterways has substantially greater financial resources that, if they
choose to compete, could adversely impact the Company.

     The Company's competitors have longer and profitable operating histories
and substantially greater financial resources than the Company. The Company's
inability to fund the necessary site and facilities improvements, to purchase
additional ferries or to take advantage of opportunities as they might arise
could have significant adverse impact on its results of operations.

Dependence on Suppliers.
-----------------------

     Parking at docking sites is the Company's biggest issue.  The Company
currently is dependent on the lease with Aragon (on which four years remain).
Management is confident it could find other temporary dock space with available
parking on a short term basis until permanent arrangements could be made if
Aragon should breach its lease arrangement with the Company.

Government Regulation.
---------------------

     The operations of the ferry vessels is under the jurisdiction of the USCG.
The vessels are required to pass an inspection and must have valid certificates
of inspection from the USCG. The USCG conducts an in-water inspection of the
vessel annually and an out-of-water inspection about every 18 months. Should a
violation or other problem be found, the Company is given a period within which
it can correct the problem, during which time the vessels are free to operate.
If the USCG deems it to be a safety hazard, the certificate of inspection is
suspended immediately and the ferry cannot be operated until the necessary
repairs/corrections are made. The vessels' captain and mates must also have
required USCG licenses. To date the Company has an excellent safety record and
maintains the only boats in the Greater New York harbor that are American Bureau
of Shipping (ABS) classified.

     The Company also obtains permits from New York - New Jersey Port authority
for docking at city-owned ferry terminals. Obtaining these permits has not been
a problem.

Employees.
---------

     As of June 8, 2000 the Company had 25 full-time employees and 5 part-time
employees. Fast Ferry Holding Corporation employs 22 of the 25 full-time
employees and all of the part-time employees. The number of employees will
increase as additional ferries become operational and the Stamford Property
service becomes operational.

     Fast Ferry Holding Corporation has a collective bargaining agreement with
Local 333, United Marine Division of the International Longshoreman Association,
AFL-CIO, dated September 9, 1997. The contract runs through September 15, 2001.
The contract contains a no-strike clause, specified pay rates, medical benefit
guarantee and union shop provision. Pay increases of 3% are specified in the
year following any year in which a profit is made.

     Management believes its relationship with its union and non-union employees
is good.

                                       6
<PAGE>

Item 2. Description of Property

     The Property, located on the Shrewsbury River in Highlands, New Jersey,
which the Company acquired in September 1993, is a mostly vacant parcel of land
with 463 linear feet of waterfront and has on its premises, a 4,000 square foot
vacant building on the water's edge and a small office building. The Company has
preliminary zoning approval for a restaurant facility, retail building, bait and
tackle shop, a 23 slip marina, a concrete parking area and deep water boat
fueling capacity.

     The Property is subject to a first mortgage and note with an outstanding
balance of $58,262. The Property is also subject to a second mortgage lien
related to a note payable to Ashley North Fairfield, Inc. ("ANF Note"). The
current outstanding balance of the ANF Note is $156,577 with an annual interest
rate of 18%. The Company made monthly principal and interest payments in the
amount of $10,000 through December 1999, and made payments of $15,000 through
May 10, 2000. On June 10, 2000 any outstanding balance will be due in full
provided that if the Company makes a principal payment equal to one half of the
outstanding principal balance, the due date for the remaining one half will be
extended 90 days. The Company is currently negotiating with ANF to reduce the
amount of the monthly payment and extend the date when the balance of the note
will due in full. The Property is also subject to real estate tax liens due to
the non-payment of property taxes.

     The total sum due and outstanding on all tax liens as of December 31, 1999
was approximately $340,000. This amount includes principal and interest. The
lien holder cannot proceed with foreclosure for a period of two years after the
purchase of the liens. After the two year period, a foreclosure complaint can be
filed which would afford the Company an approximate three to six month period to
satisfy the liens. As of this date, foreclosure papers have not been filed, nor
has there been a threat of foreclosure.

     Since the Company has been operating its high-speed ferry service in the
Highlands from a another site (Aragon) in close proximity to the Property that
offers more parking, it has determined that it is economically more feasible to
buy rather than lease the other site. Accordingly, the Company plans to sell the
Property and has listed it with a real estate broker at a value of $1.2 million.

     The Cigar Box in Ramsey, New Jersey is located in a strip mall complex.
The Cigar Box, Inc. had approximately 1 1/2 years remaining on the lease, for
approximately 1,500 square feet at $2,000 per month, at the time the Company
surrendered the premises to the landlord.

Corporate Offices.
-----------------

     The Company's corporate offices are located at 195 Fairfield Avenue, Suite
3C, West Caldwell, New Jersey 07006, phone number 973-618-9036 at a cost of
$2,750 per month commencing March 1, 2000 under a sublease agreement with
Anthony Colasanti, a director of the Company. For the previous six months the
Company leased smaller office space in Summit, New Jersey, with fewer amenities
at a base cost of $2,038 per month.


                                       7
<PAGE>

Item 3. Legal Proceedings

     On November 25, 1997 New York Fast Ferry Services, Inc. ("NYFF") filed
suit, in the Supreme Court of the State and County of New York, against the City
of New York (the "City") alleging, among other things, breach of agreement by
the City for a lease of a ferry franchise agreement (the "Agreement").

     In September 1993, based on NYFF's response to the City's Request for
Proposal ("RFP"), NYFF was awarded the ferry route contemplated in the RFP. As
part of the RFP process, the City solicited NYFF to spend approximately
$12,000,000 to build two ferries to serve the route. The City provided data to
NYFF related to the economic viability of the service. Continuation of the
fundamental premises in the data was necessary for the service to be economical
for NYFF. The Agreement between NYFF and the City stated that the City intended
to construct landing and terminal facilities at one end of the route, and to
make improvements to the terminals at the other end of the route. The City also
agreed to use its "best efforts" to provide connecting transit links to one of
the terminals on the route.

     NYFF claims that the City, for the most part, has not made the improvements
on the terminals. NYFF also claims that the City has breached its duty under the
Agreement to act in good faith, and instead, has acted in a manner to undermine
or destroy NYFF's business. NYFF is seeking $4,000,000 in compensatory damages
or, alternatively, recission of the Agreement. The proceeds, if any, of the suit
are pledged 50% to the original shareholders of NYFF and 50% to debis Financial
Services, Inc. as a pledge of collateral against amounts owing to them pursuant
to a note payable.

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

     None.

                                    PART II

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

Market Information.
------------------

     The Company's Common Stock has been traded on the NASD Over-the-Counter
Bulletin Board under the symbol LGHT, but it currently trades on the "Pink
Sheets." The Company's stock was de-listed from the Bulletin Board pursuant to
new NASD Rules, permitting only those companies who file periodic reports with
the SEC to be listed. The Company intends to re-apply for listing on the
Bulletin Board as soon as the Company completes the registration process. The
following table sets forth the high and low bid prices of the Company's common
stock during the periods indicated.

                                       8
<PAGE>

OTC Market

               Calendar               High Bid Price              Low Bid Price
               --------               --------------              -------------

1999         4/th/ Quarter               $     3.50                 $    1.50
             3/rd/ Quarter                   5.3125                     1.625
             2/nd/ Quarter                     4.00                      1.50
             1/st/ Quarter                     4.75                      2.00

1998         4/th/ Quarter               $    2.875                 $    1.25
             3/rd/ Quarter                     4.50                      2.00
             2/nd/ Quarter                    5.375                      2.25
             1/st/ Quarter                     5.25                      3.50

1997         4/th/ Quarter               $    6.625                 $    2.75
             3/rd/ Quarter                     6.50                     3.125
             2/nd/ Quarter                     6.00                      2.00
             1/st/ Quarter                      *                         *

---------------
*  Trading did not commence until 2nd Quarter.

     The closing bid price of the Common Stock on the OTC Bulletin Board on
June 12, 2000, was $2.12 per share.

Holders.
-------

     As of June 12, 2000, there were approximately 120 holders of the Company's
Common Stock, who collectively held 6,139,795 issued and outstanding
shares.

Dividends.
---------

     The Company did not declare or pay cash or other dividends on its Common
Stock during the last two fiscal years. The Company has no plans to pay any
dividends, although it may do so if its financial position changes.

Recent Sales of Unregistered Securities.
---------------------------------------

     In September 1997 the Company granted options to acquire 56,250 shares
exercisable at $4.00 per share to a consultant. In October 1997 the consultant
exercised options to acquire 8,750 shares of common stock at $4.00 per share.
Both the grant and the exercise were exempt under Section 4(2) of the Securities
Act of 1933 (the "Act"). The options to purchase the remaining 47,500 shares
expired in 1998. No commissions or finder's fees were paid on the transaction.

     In October 1997 the Company issued 2,500 shares of its common stock to a
consultant (at a value of $1.00 per share) in lieu of interest owed to the
consultant. The transaction was exempt under Section 4(2) of the Act. No
commissions or finder's fees were paid on the transaction.

                                       9
<PAGE>

     In October 1997 the Company issued 25,000 shares of its common stock to an
accredited investor for $3.75 per share in a transaction exempt under Section
4(2) of the Act. No commissions or finder's fees were paid on the transaction.

     In December 1997 the Company issued 75,000 shares of its common stock to
one person in exchange for all of the outstanding shares of the Cigar Box, Inc.
in a transaction exempt under Section 4(2) of the Act. No commissions or
finder's fees were paid on the transaction.

     In April 1998 the Company issued 30,000 shares of its common stock to an
investor for $3.25 per share in a transaction exempt under section 4(2) of the
act.  No commissions or finder's fees were paid on the transaction.

     In October 1998 the Company issued an aggregate of 454,545 shares of its
common stock to the three shareholders of Fast Ferry Holding Corp. in exchange
for 80% of the outstanding shares of Fast Ferry Holding Corp. in a transaction
exempt under Section 4(2) of the Act.  No commissions or finder's fees were paid
on the transaction.

     In October 1998 the Company granted one of its noteholders, as part of
refinancing negotiations, warrants to purchase 200,000 shares of its common
stock exercisable at $2.60 per share until March 16, 2004.  The transaction was
exempt under Section 4(2) of the Act.  No commissions or finder's fees were paid
on the transaction.

     In October 1998 the Company granted an option to purchase 10,000 shares of
common stock to a shareholder of the Company. The option was exercisable at
$2.53 per share until October 6, 2001. The transaction was exempt under Section
4(2) of the Act. No commissions or finder's fees were paid on the transaction.
Those options were cancelled.

     In June 1999, the Company entered into a loan agreement with Ashley North,
Inc., and in connection with that loan, issued a promissory note and 25,000
shares of its common stock in June 1999 and an additional 25,000 shares in
December 1999. The transaction was exempt under Section 4(2) of the Act. No
commissions or finder's fees were paid on the transaction.

     In June 1999, the Company issued 100,000 shares of its common stock to an
accredited investor for $50,000.  The transaction was exempt under Section 4(2)
of the Act.

     In July 1999, the Company issued a $200,000 promissory note, and warrants
to purchase 200,000 shares of common stock at $1.00 per share exercisable for
three years, for a $200,000 investment by an accredited investor. The note is
convertible to common stock at the option of the holder. The transaction was
exempt under Section 4(2) of the Act. No commissions or finder's fees were paid
on the transaction.

     In September 1999, a consultant purchased 50,000 shares of common stock at
a price of $0.10 per share in a transaction exempt under Section 4(2) of the
Act. No commissions or finder's fees were paid on the transaction.

     In October 1999, the Company granted an option to purchase 20,000 shares of
common stock to John Koenig, a shareholder of the Company, as part of his
employment agreement. The

                                      10

<PAGE>


option is exercisable at $1.50 per share until October 6, 2001. The transaction
was exempt under Section 4(2) of the Act. No commissions or finder's fees were
paid on the transaction.

     In October 1999, the Company issued, as a bonus to an employee, warrants to
purchase 5,000 shares of common stock at $1.00 per share, exercisable for one
year.

     In October 1999, the Company issued an aggregate of 1,250,000 shares to an
investor and two companies controlled by that investor, all of them accredited
investors, for gross proceeds of $1,250,000 or $1.00 per share. One of the
companies also received warrants to purchase an aggregate of 750,000 shares of
common stock exercisable at $1.25 per share until October 31, 2002. A finder's
fee was paid to a third company on this portion of the offering in the amount of
$125,000 and warrants to acquire 75,000 shares of common stock exercisable at
$1.25 per share for five years.

     The Company also issued 150,000 shares of common stock for gross proceeds
of $150,000. The investors, all accredited, also received warrants to purchase
an aggregate of 150,000 shares of common stock, exercisable at $1.25 per share
for one year. Aggregate commissions of $15,000 were paid on this portion of the
offering. The offering was conducted in reliance on Section 4(2) of the Act and
Rule 506 promulgated thereunder. The month of the issuance, the investors'
names, and the shares issued are as follows:

     Stock issued in October 1999:


                                                        Number of Shares
                    Name                                  and Warrants
                    ----                                  ------------

                    Joseph Roselle                            50,000

                    Anthony R. Mautone                        15,000

                    Christopher Colasanti                     15,000

                    Michael Hunt                              15,000

                    Vincent Bonomo                             7,500

                    Catherine Bonomo                           7,500

     Stock issued in November 1999:


                                                          Number of Shares
                    Name                                    and Warrants
                    ----                                    ------------

                    Dennis Mautone                            15,000

                    Joseph Capozza                            12,500

                    Daniel Coiro                              12,500

                                      11
<PAGE>


     In January 2000, the Company sold 97,500 shares of common stock at $1.00
per share, less a finder's fee of $8,500, and an equal number of warrants good
for purchasing shares of common stock for $1.25 per share, exercisable for one
year, to the following accredited investors:


                                                   Number of Shares
                      Name                           and Warrants
                      ----                           ------------

                      Joseph Pontoriero                 25,000

                      Anthony R. Mautone                15,000

                      Joseph Capozza                    25,000

                      Daniel Coiro                      25,000

                      Andrew Scott                       7,500


     The offering was conducted in reliance on Section 4(2) of the Act and Rule
506. No commissions or finder's fees were paid on the transactions.

     In February 2000, the Company sold 50,000 shares of common stock at $1.00
per share, and an equal number of warrants good for purchasing shares of common
stock at $1.25 per share, exercisable for one year, to the following accredited
investors:

                                                       Number of Shares
          Name                                           and Warrants
          ----                                           ------------

          Arthur Anastasia and David Del Monaco             10,000

          Trebor Trading & Investment Limited               25,000

          Andrew Scott                                       5,000

          John Gluszak                                      10,000


     The offering was conducted in reliance on Section 4(2) of the Act and Rule
506.

     In March 2000, the Company sold 450,000 shares of common stock at $0.50 per
share, and an equal number of warrants good for purchasing shares of common
stock at $1.00 per share, exercisable for two years, to the following accredited
investors:

                                      12
<PAGE>

                                                  Number of Shares
               Name                                 and Warrants
               ----                                 ------------
               Joseph Roselle                          150,000

               Joseph Giamanco                         150,000

               Gary Herman                             150,000


     The offering was conducted in reliance on Section 4(2) of the Act and Rule
506.

     In March 2000, the Company sold 25,000 shares of common stock at $0.50 per
share, and an equal number of warrants good for purchasing common stock at $1.25
per share, exercisable for one year, to Trebor Trading & Investment Limited, an
accredited investor.  The offering was conducted in reliance on Section 4(2) of
the Act and Rule 506.

     In March 2000, the Company issued 10,000 shares of its common stock to Fred
Ferguson and 2,000 shares to William Mills, both accredited investors, at $1.00
per share, with an equal number of warrants at $1.00 per share, exercisable for
one year. The offering was conducted in reliance on Section 4(2) of the Act and
Rule 506.

     In March 2000, the Company issued 125,000 shares of its common stock to The
Orbiter Fund and 125,000 shares to The Viator Fund, both accredited investors,
in consideration of a $1,000,000 bridge loan to the Company.  Capital Research,
which acted as the finder in the transaction, received 27,500 shares.  The
transaction was conducted in reliance on Section 4(2) of the Act and Rule
506.

     In all transactions above, the stock was issued for an amount that the
Board of Directors of the Company believed was a fair market value for
restricted securities of the Company.

Item 6.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

     The following discussion should be read in conjunction with the
Consolidated Financial Statements and the Notes thereto, along with the other
information contained elsewhere in this Form 10-KSB.

Comparison of the Year Ended December 31, 1999 vs. December 31, 1998

     Consolidated revenues for the twelve month period ended December 31, 1999
totaled $3,285,978 and were comprised of $2,214,884, or 67%, from passenger
tickets from the NY Fast Ferry service operating from Highlands(NJ), $789,859,
or 24%, from the charter of the M/V Finest to the Massachusetts Steamship
Authority, which terminated in October 1999, and about $281,000, or 9%, from
excursion trips and galley sales. During the twelve months ended December 31,
1999, the Company ran a total of 1,198 revenue trips from its Highlands (NJ)
site at a 47% load factor. The ferry service ran over 98% of its scheduled
trips, missing only a single trip due to weather conditions or the condition of
the vessels. As the Company acquired the NY Fast Ferry operation in October
1998, the consolidated revenues generated in the period of the prior year under
review reflect only three months of operations of the ferry service, which
totaled $681,167. Of the

                                       13
<PAGE>

revenues, about $438,000, or 64%, was attributable to passenger tickets sales,
$217,500, or 32%, was attributable to the charter of the M/V Finest, and
$25,675, or 4%, was generated from excursion trips and galley sales.

     Consolidated operating costs for the twelve month period under review of
$2,493,582 are directly attributable to the ferry operations as compared to
$509,742 for the twelve months ended December 31, 1998. Of the $2,493,582 about
64%, or $1,597,574, are direct operating costs and $896,008, or 36%, represent
depreciation of the ferry vessels and other boat equipment. By comparison, in
1998 direct operating costs totaled $287,116, or 56%, and depreciation of the
ferry vessels and other boat equipment totaled $222,626, or 44%.

     Payroll and related costs for the ferry vessel crew represented 29% of the
total direct operating costs for the period or approximately $461,600 for the
twelve months ended December 31, 1999 as compared to $93,594, or 33%, in the
comparable period in 1998. Fuel and oil costs accounted for 19% of the category
or about $306,700 in 1999 as compared to $68,075, or 24%, of the category, in
for the comparable period in 1998. The decline in fuel as a percentage of the
category was a result of improved buying procedures. Docking fees and fees to
the owner of the parking facility totaled $347,500, or 22%, of the direct
operating costs in 1999 as compared to $65,939, or 23%, of the category in the
prior year. Boat maintenance and supplies, which included a scheduled engine
overhaul, accounted for almost $246,300, or 15%, and insurance costs totaled
$99,659, or 6%, of the total direct operating costs. For the same period in
1998, boat maintenance and supplies accounted for almost $27,000, or 10%, and
insurance totaled $ 22,552, or 8%, of the total direct operating costs.

     Direct excursion expenses represented 2%, or about $30,300, of the
operating costs and costs of sales related to galley sales totaled $92,939 or
6%. Other direct operating costs amounted to $35,189, or 2%, of the category. By
comparison, for the prior year ended December 31, 1998, direct excursion
expenses and costs of sales related to galley sales represented less than 1%, or
about $1,390, of the operating costs and other direct operating costs amounted
to $8,570, or 3%, of the category.

     Marketing and administrative expenses totaled $1,304,319 and $534,240, for
the years ended December 31, 1999 and 1998, respectively.  Of the total
marketing and administrative expenses in 1999, $486,624, or 37%, is attributable
to administration of the ferry service and $710,920, or 55%, is attributable to
corporate administration. For the comparable period in the prior year, 17%, or
$91,120, of the total marketing and administrative expenses was attributable to
the administration of the ferry service and $287,056, or 54%, was attributable
to corporate administration. Salaries and related benefits for ferry
administration totaled $285,150, or 22%, and $64,028, or 12%, of the marketing
and administrative expenses for the years ended December 31, 1999 and 1998,
respectively. The increase was attributable to the addition of headcount as the
operation expanded. Corporate management compensation represented $374,229, or
29%, and $183,334, or 34%, of the total category for the period ended 1999 and
1998, respectively. The Company incurred occupancy expense, including utilities
and maintenance for the 1999 period under review totaling $41,013 as compared to
$8,068 for the prior period in 1998 when it utilized available space in the
offices of certain officers and directors, as well as at the Cigar Box.

                                       14
<PAGE>

     Marketing and promotional expenses accounted for 2% of the category, or
$27,337, as compared to $147, less than 1%, in 1998.

     Other marketing and administrative expenses amount to approximately
$239,163 and $143,893 for the twelve-month periods ended December 31, 1999 and
1998, respectively, and include legal and auditing services, in part due to the
audit of the Company's financial statements, as well as other professional
services related to the development of business plans, market strategies and
funding of the Company. Of the remaining $195,400, approximately $60,400 is
attributable to travel expenditures and certain other expenses, such as
stationary and supplies, and telephone, related to the increased headcount and
corporate activity, totaled $135,000. By comparison, of the remaining $110,640
approximately $43,500 is attributable to travel expenditures and certain other
expenses, such as stationary and supplies, and telephone, related to the
increased headcount and corporate activity, totaled $67,140.

     Depreciation expense, related to office equipment, totaled $9,439 for the
twelve months ended December 31, 1999 as compared to $2,460 in the prior period.
Amortization of goodwill related to the acquisition of New York Fast Ferry
amounted to $70,000 and 16,741, for the years ended December 31, 1999 and 1998
respectively.

     Interest expense for the twelve months ended December 31, 1999 totaled
$1,473,735, which was primarily attributable to the current obligations of the
NY Fast Ferry, including the mortgages on the boats, and debt financing of the
Company's current operations and business development. Of the total interest
expense, interest paid in connection with the vessel mortgages and line of
credit totaled $969,982. For the comparable period ended December 31, 1998,
interest expense totaled $348,249, of which about $ 290,000 was primarily
attributable to the current obligations of the NY Fast Ferry and the mortgages
on the boats.

     Discontinued operations consist of revenues and costs from the Cigar Box
operation as well as certain costs related to the Property, both of which have
been reclassified as discontinued operations. In accordance with management's
decision to cease operations at the Cigar Box and place the related assets and
the Property for sale, the appropriate impairment of assets has been recorded.
For the twelve month period under review, the discontinued operations resulted
in a loss of $155,347 and an impairment of $391,654 for 1999 and $113,392 and
$331,161, respectively, for 1998.

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

     Since inception the Company has funded its operations primarily through
cash generated from private placements of debt and equity securities and
institutional financing. In October 1998, the Company acquired 80% of the stock
of New York Fast Ferry and commenced operating fast ferry service from the
Highlands in Monmouth County (NJ). As part of the transaction, the Company
guaranteed payment and satisfaction of NY Fast Ferry's outstanding liabilities.
The NY Fast Ferry operation generates sufficient cash-flow to cover its direct
operating costs. However, the NY Fast Ferry operation does not yet generate
enough cash to carry its debt service, other than one preferred ship mortgage,
to fund the capital improvements and capital expenditures necessary for the
Company to expand its operations and to implement its strategic business
objectives.

                                       15
<PAGE>


     As of December 31, 1999, the Company had outstanding two notes payable and
preferred ship mortgages (first senior liens) with a financial institution, one
on the ferry vessel M/V Finest and one on the ferry vessel M/V Bravest, of
$5,156,274 and $5,127,461, respectively, which bear interest at 9.25% per annum.
Both ship mortgages each require monthly payments of principal and interest in
the amount of $56,719 through September 10, 2005, with final payments of
$3,572,971 and $3,626,691, respectively, due on October 10, 2005.

     The Company also has a line of credit with an outstanding balance at
December 31, 1999 of $1,254,913 with the same financial institution that holds
the preferred ship mortgages. The line of credit, secured by the M/V Finest and
the M/V Bravest, requires monthly payments of $15,000 through April 10, 2000,
plus principal payments of $45,000 in January 1999, $343,333 on May 1, 1999 and
October 1, 1999, and a payment of $343,333 on March 1, 2000, and a final payment
of $934,319 on December 10, 2000. All payments are current. The note carries no
interest, but has been discounted to a net present value using a discount rate
of 9.25% per annum. These two preferred ship mortgages and the line of credit
are further secured by cross collateralization agreements, assignment of
personal property, a pledge of a potential receivable arising out of a lawsuit
against the City of New York, and a Company guarantee. Moreover, the financial
institution was granted warrants to purchase 200,000 shares of Company stock at
$2.60 per share exercisable through March 16, 2004. As of this date the Company
is in final stages of negotiations with respect to the December 2000 payment in
excess of $900,000 and expects to restructure that payment in a more favorable
manner for the Company.

     In June 1999, the Company obtained financing in the net amount of $300,000
from an unrelated third party that is secured by a second mortgage on the
Property located on the Shrewsbury River, Highlands, NJ, subject to a real
estate tax lien, and by a personal guarantee of a major shareholder. The note
carries an annual interest rate of 18% and is payable in monthly installments,
applied first to interest, as follows: from July 10, 1999 through December 10,
1999, $10,000 per month; from January 10, 2000 through May 10, 2000, $15,000 per
month; and commencing June 10, 2000, three monthly installments each equal to
one-third of the outstanding balance on June 10, 2000. As an inducement to enter
into the loan, the Company issued the lender 25,000 shares of restricted common
stock, and if the loan was not prepaid by December 11, 1999, the lender was
entitled to an additional 25,000 restricted shares. The loan was not prepaid by
December 11, 1999, so the lender received the additional shares. All
payments are current.

     In the twelve months ended December 31, 1999, the Company had raised
proceeds of $1,615,000 through the private subscription of the Company's common
stock and the exercise of certain warrants.

     The Company, as of December 31, 1999, had a working capital deficiency of
$3,259,245. Furthermore, in the planned development of its commercial
operations, the Company's combined losses are expected to continue as the
Company divests its non-core assets and operations and commences ferry service
at other sites and until each of such sites become fully operational. The
Company's ability to meet its obligations in the ordinary course of business is
dependent upon its ability to continue to obtain adequate financing and/or to
successfully expand its ferry operations. Additionally, capital expenditures to
improve and expand its landside ferry facilities and acquire fast ferry vessels
will require significant funding.

                                       16
<PAGE>


     The Company has been successful to date in its efforts to raise funds and
believes that proceeds from anticipated interim financing together with
available funds and cash flows expected to be generated by operations will be
sufficient to meet its anticipated cash needs for working capital and capital
expenditures for at least the next twelve months. Furthermore, the Company has
begun to negotiate more favorable payment terms with certain creditors that
require significant principal payments in the next twelve months. In the event
the Company's plans change, its assumptions change or prove to be inaccurate or
if the proceeds of the interim financing or cash flows prove to be insufficient
to fund operations, the Company may find it necessary or desirable to reallocate
funds within the above described business strategies, seek additional financing
or curtail its activities. There can be no assurance that additional financing
will be available on terms favorable to the Company, or at all, or that the
Company will be able to negotiate more favorable payment terms with its existing
creditors. If adequate funds are not available or are not available on
acceptable terms, the Company may not be able to meet its current obligations,
take advantage of unanticipated opportunities, develop new products or otherwise
respond to unanticipated competitive pressures. Such inability could have a
material adverse effect on the Company's business, and financial condition and
results of operations.

Subsequent Events.
-----------------

     In the first quarter of 2000, the Company successfully raised a net of
approximately $390,000 in equity funding through private placements with
accredited investors of 634,500 shares with warrants for the purchase of an
additional 634,500 shares of common stock at $1.00 to $1.25 per share
exercisable for one year from date of issuance. The Company also issued a total
of 250,000 shares of common stock to two investment funds (125,000 shares each)
in consideration of a $1,000,000 bridge loan to the Company. The Company issued
27,500 shares of common stock to a finder on that transaction.

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

     Discussions and information in this document which are not historical facts
should be considered forward-looking statements.  With regard to forward-looking
statements, including those regarding the potential revenues from the additional
ferry operations from the Stamford Property, and the business prospects or any
other aspect of the Company, actual results and business performance may differ
materially from that projected or estimated in such forward-looking statements.
The Company has attempted to identify in this document certain of the factors
that it currently believes may cause actual future experience and results to
differ from its current expectations. In addition to the risks cited above
specific to the ferry business, differences may be caused by a variety of
factors, including but not limited to, adverse economic conditions, entry of new
and stronger competitors in the ferry business, insufficient parking space for
potential ferry customers, inadequate capital and the inability to obtain
funding from third parties, unexpected costs, and the inability to obtain or
keep qualified personnel.

                                       17
<PAGE>

Item 7.   Financial Statements and Supplementary Data

     See Financial Statements and Supplementary Data following the signature
page of this Form 10-KSB.

Item 8.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

          None.

                                       18
<PAGE>

                                   PART III

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


     The names, ages, municipalities of residence, positions with the
Registrant, and principal occupations of the directors and executive officers of
the Registrant as of June 1, 2000 are as follows:

<TABLE>
<CAPTION>
         Name, Age and
     Municipality Residence                      Office                             Other Business Experience
     ----------------------                      ------                             -------------------------
<S>                                <C>                                        <C>
Anthony Cappaze                    Chairman, Chief Executive Officer of       President of Trinity Group since
Short Hills, NJ                    the Company and Director since its         1998; Regional Manager for Northern
Age:  56                           inception.                                 Telecom 1983 - 1998.


Anthony Colasanti                  Vice President, General Counsel and        Partner in the law firm of Colasanti
West Orange, NJ                    Director of the Company since 1996.        and Scott since July 1998; partner in
Age:  57                           Secretary of the Company since             the law firm Colasanti, Ermel &
                                   January 1999.                              Cosale 1994 - 1998.


Francis Matusek                    Director of the Company since its          Partner in the accounting and tax
Matawan, NJ                        inception; Officer of the Company          consulting firm of Matusek & Company
Age:  48                           from its inception until January 1999.     since 1974.


Gregory J. Hanke                   Director of the Company since              President of Hanke Realty, Inc. since
Freehold, NJ                       June, 2000.                                1985. Chief Financial Officer of Phoenix
Age: 50                                                                       Funding since 1996.


John Ferreira, Jr.                 Chief Financial Officer of the             Corporate Controller of ESC Sharplan
Washington Township, NJ            Company since May 2000.                    Medical Systems, North American
Age:  37                                                                      Operations from November 1995 to
                                                                              April 2000.  Senior Financial and
                                                                              Operating Analyst for Volvo Car
                                                                              Finance from August 1994 to November
                                                                              1995.
</TABLE>

     The Board of Directors currently serves as the Company's Audit Committee.
The Board may appoint a separate committee before the end of the year.


                                       19
<PAGE>

Compliance with Section 16(a) of the Securities Exchange Act of 1934.
--------------------------------------------------------------------

     Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's directors and certain of its officers to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission and NASDAQ.  Executive officers and directors are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.  Based solely on a review of the copies of such forms furnished to the
Company and written representations from the Company's executive officers and
directors, the Company believes that all reports on Forms 3, 4 or 5 required to
be filed were filed on a timely basis for the fiscal year ended December 31,
1999, other than Mr. Ferreira; the Viator Fund Ltd; and Michael Lauer; who all
failed to timely file Forms 3.

Item 10.  Executive Compensation

Compensation and other Benefits of Executive Officers.
-----------------------------------------------------

     The following table sets out the compensation received for the fiscal years
ended April 30, 1997 and 1998, and December 31, 1999 in respect to each of the
individuals who were the Company's chief executive officer at any time during
the last fiscal year and the Company's four most highly compensated executive
officers whose total salary and bonus exceeded $100,000 (the "Named Executive
Officers").

<TABLE>
<CAPTION>
                                                  SUMMARY COMPENSATION TABLE

       FISCAL YEAR COMPENSATION                                                     LONG TERM COMPENSATION

                                                                 Awards                                   Payouts
                                                                 ------                                   -------

                                                                                           Restricted
                                                                                             Shares                 All other
                                                                      Securities under   or Restricted      LTIP     Compen-
     Name and                   Salary/(1)/   Bonus   Other Annual      Option/SARs          Share        Payouts    sation
Principal Position    Year         ($)         ($)    Compensation        Granted            Units          ($)       ($)
------------------    ----         ---         ---    ------------        -------            -----          ---       ---
<S>                   <C>       <C>           <C>     <C>             <C>                <C>              <C>       <C>
Anthony Cappaze/      1999       100,000        0          0              200,000              0             0       5,700
Chairman              1998        75,000        0          0                    0              0             0         0
and CEO               1997        75,000        0          0                    0              0             0         0
</TABLE>

_____________
(1)  The base compensation is recorded and accrued, but payment is deferred in
the interest of optimizing the Company's cash flow.


Stock Option Plan.
-----------------

     The Board of Directors of the Company has adopted an employee stock option
plan effective March 10, 2000, subject to shareholder approval by March 10,
2001. The employee stock option plan was adopted in order to attract and retain
the best available personnel for positions of substantial responsibility, to
provide additional incentive to the Company's employees and to promote the
success of the Company's business. The Company has reserved 1,115,000 shares of
its common stock under the stock option plan. As of the date hereof, no options
have been granted under the stock option plan.


                                       20


<PAGE>

Agreements with Management.
--------------------------

     The Company had employment agreements with Messrs. Cappaze and Matusek that
provide for annual salaries of $75,000 each through April 30, 1998 and $100,000
each, thereafter. Mr. Cappaze and Mr. Colasanti signed new employment agreements
in January 2000, and Mr. Matusek's agreement ended March 31, 1999. Mr. Cappaze
and Mr. Matusek have deferred a significant portion of their compensation under
these agreements. This deferred compensation carries an interest rate of 4% per
annum. As of December 31, 1999, the total deferred compensation, including
interest due, was $449,541.

     The Company entered into an employment agreement with John Ferreira on
April 30, 2000. For the period from May 1, 2000 to December 31, 2000, Mr.
Ferreira will receive a salary at the rate of $100,000 per annum. Beginning
January 1, 2001, Mr. Ferreira's salary will be $125,000 per year.

Option/Stock Appreciation Rights ("SAR") Grants during the most recently
------------------------------------------------------------------------
completed Fiscal Year.
---------------------

     The following table sets out the stock options granted by the Company
during the previous fiscal year to the Named Executive Officers of the Company.
The following amounts include options that were granted prior to the previous
fiscal year but were repriced during that year.

                      OPTION/SAR GRANTS IN PREVIOUS YEAR
                               INDIVIDUAL GAINS

<TABLE>
<CAPTION>
                    Number of        % of Total
                    Securities      Options/SARs
                    Underlying       Granted to
                   Options/SARs     Employees in     Exercise or Base    Market Price on
Name               Granted (#)       Fiscal Year       Price ($/Sh)       Date of Grant     Expiration Date
----               -----------       -----------       ------------       -------------     ---------------
<S>                <C>              <C>              <C>                 <C>                <C>
Anthony Cappaze       200,000            48%               $1.75               $1.75            06/11/02
Anthony Colasanti     100,000            24%               $1.50               $1.50            12/20/01
</TABLE>

_____________

Aggregated Option/SAR Exercised in Last Financial Year and Fiscal Year-End
--------------------------------------------------------------------------
Option/SAR Values.
-----------------

     None.

Compensation of Directors.
-------------------------

     Directors of the Company are paid $500 per meeting for their services as
such. Furthermore, the directors are reimbursed for all expenses incurred by
them in attending board meetings.

                                       21
<PAGE>

Benefit Plans.
-------------

     The Company currently has no retirement, pension, profit-sharing or
insurance or medical reimbursement plans covering its officers and directors,
but does contemplate implementing group health, term life insurance and 401(k)
plans once additional full-time management employees are hired. The NY Fast
Ferry group has a group medical health plan and a 401(k) plan for its employees.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth as of June 12, 2000, the number of shares
of the Company's outstanding $0.01 par value common stock beneficially owned by
each of the Company's current directors and the Company's executive officers,
the number of shares beneficially owned by all of the Company's current
directors and named executive officers as a group, and the number of shares
owned by each person who owned of record, or was known to own beneficially, more
than 5% of the Company's outstanding shares of common stock:

<TABLE>
<CAPTION>
                                              Amount and        Percent
                                               Nature of           of
                 Name and Address             Beneficial         Common
               Of Beneficial Owner             Ownership         Stock
               -------------------             ---------         -----
        <S>                                   <C>               <C>
        Anthony Cappaze                       1,509,850/(1)/     23.1%
        195 Fairfield Avenue, Suite 3C
        West Caldwell, NJ 07006

        Anthony Colasanti                       390,000/(2)/      6.0%
        195 Fairfield Avenue, Suite 3C
        West Caldwell, NJ 07006

        Francis P. Matusek                    1,050,400/(3)/     17.1%
        186 Highway 34
        Matawan, New Jersey 07747

        Ray Wright                              150,000/(4)/      2.4%
        One Springfield Avenue
        Summit, NJ 07901

        John Ferreira, Jr.                            0            *
        195 Fairfield Avenue, Suite 3C
        West Caldwell, NJ 07006

        Gregory J. Hauke                         26,500            *
        195 Fairfield Avenue, Suite 3C
        West Caldwell, NJ 07006

        All directors and executive           2,976,750/(5)/     43.2%
        officers as a group
          (five persons)
</TABLE>

_________________________
*Less than one percent.

(1)  Includes 718,700 shares owned by Cappaze Associates, L.P., of which Mr.
Cappaze is the General Partner; 78,000 shares owned by Elchanan Dulitz FBO
Ashley North Ave. Inc., to which Mr. Cappaze pledged stock to secure a loan to
the Company; 15,000 shares owned by Mr. Cappaze's spouse; options to acquire
200,000 shares at $1.75 per share until 6/11/2002; warrants to purchase 100,000
shares at $1.25 per share until 10/27/2001; and warrants to purchase 100,000
shares at $1.00 per share until January 2003. Does not include options to
acquire 200,000 shares at $1.00 per share until 1/1/07, which are not
exercisable before 1/1/02.

(2)  Includes options to acquire 100,000 shares at $1.50 per share until
12/20/2001; warrants to purchase 100,000 shares at $1.25 per share until
10/27/2001; warrants to purchase 100,000 shares at $1.00 per share until January
2003; and warrants to purchase 50,000 shares at $1.00 per share until January
2002. Does not include options to acquire 100,000 shares at $1.00 per share
until 1/1/07, which are not exercisable before 1/1/02.

(3)  Includes 710,000 shares owned by Sun-Rize Ferry Service, L.P., of which Mr.
Matusek is the General Partner; and 2,250 shares owned by Mr. Matusek's spouse.

(4)  Includes options to acquire 100,000 shares at $1.00 per share until 12/04.
Raymond F. Wright tendered his resignation as Treasurer, effective 03/15/00.

(5)  Includes footnotes 1 through 3.


                                      22
<PAGE>


Other Owners.
------------

     To the knowledge of the Directors and Senior Officers of the Company, as of
June 12, 2000, there are no persons and/or companies who or which beneficially
own, directly or indirectly, shares carrying more than 5% of the voting rights
attached to all outstanding shares of the Company, other than the
following:

<TABLE>
<CAPTION>
                                                   Amount and      Percent
                                                    Nature of         of
                Name and Address                   Beneficial       Common
              of Beneficial Owner                  Ownership        Stock
              -------------------                  ---------        -----
         <S>                                     <C>               <C>
         Lancer Offshore, Inc.                     500,000           8.1%
         c/o Kaya Flamboyan 9
         Curacao Netherlands Antilles

         The Viator Fund Ltd.                    1,375,000/(1)/     20.0%
         c/o Kaya Flamboyan 9
         Curacao Netherlands Antilles

         Michael Lauer                           2,250,000/(2)/     32.7%
         c/o Kaya Flamboyan 9
         Curacao Netherlands Antilles
</TABLE>

_____________
(1)  Includes warrants to purchase 750,000 shares at $1.25 per share until
     12/31/2002.

(2)  Mr. Lauer is Managing Director of Lancer Offshore, Inc., The Viator Fund
     Ltd. and The Orbitor Fund. This total includes 500,000 shares beneficially
     owned by Lancer Offshore, Inc.; 1,375,000 shares and warrants beneficially
     owned by The Viator Fund, Ltd.; 125,000 shares owned by The Orbitor Fund;
     and 250,000 shares directly owned by Mr. Lauer.

     There are no current arrangements or agreements pledging securities which
could in the future result in a change of control of the Company.

Item 12.  Certain Relationships and Related Transactions

     In June 1999 Anthony Cappaze, an officer and director of the Company, was
granted options to purchase 200,000 shares of common stock exercisable at $1.75
per share for three years. In October 1999, Mr. Cappaze was granted warrants to
purchase 100,000 shares of common stock at $1.00 per share for two years. Mr.
Cappaze signed a new Employment Agreement as of January 2000, which provides
that he receives warrants for the purchase of 100,000 shares of common stock at
$1.00 per share for three years, and options, which expire on 1/1/07, to acquire
200,000 shares of common stock at $1.00 per share of which options for 100,000
shares are not exercisable until 1/1/02, and the remainder are exercisable
commencing 1/1/03. In January 2000, the Board of Directors voted to issue
120,000 shares to Mr. Cappaze in lieu of outstanding salary for 1996 and 1997 of
$102,000.

     Anthony Colasanti, an officer and director of the Company, also serves as
general legal counsel for the Company.  Mr. Colasanti's law firm, Colasanti &
Scott, LLP, was paid approximately $5,000 in 1997, approximately $10,000 in 1998
and approximately $30,000 in 1999 by the Company for legal services rendered by
his firm to the Company.

                                       23
<PAGE>


     Mr. Colasanti also received as an annual retainer for consulting services,
10,000 shares of common stock in May 1997 and 10,000 shares in May 1998.  He
received 25,000 shares in May 1999 for legal services in negotiating and closing
a loan for the Company. In December 1999, Mr. Colasanti was granted an option to
purchase 100,000 shares of common stock at $1.50 per share for two years. In
October 1999, Mr. Colasanti was granted warrants to purchase 100,000 shares of
common stock at $1.25 per share for two years. Mr. Colasanti signed an
employment agreement as of January 2000, which provides that he receives
warrants for the purchase of 50,000 shares of common stock at $1.00 for three
years, and options, which expire on 1/1/07 for 100,000 shares of common stock at
$1.00 per share, of which 50% are exercisable commencing 1/1/02 and the
remainder are exercisable beginning 1/1/03. In January 2000, Mr. Colasanti was
also granted warrants for the purchase of 100,000 shares of common stock at
$1.00 per share for each of two years. These warrants were granted to Mr.
Colasanti for services rendered in raising capital for the Company.

     In January 2000, the Board of Directors voted to issue 12,500 shares to Mr.
Colasanti in lieu of outstanding salary of $10,625. Mr. Colasanti directed the
Company to issue the 12,500 shares to several individuals as gifts from Mr.
Colasanti. Of the 12,500 shares, Mr. Colasanti gave a total of 5,000 shares to
his two adult sons (2,500 shares each). Neither of these sons live in Mr.
Colasanti's household, and none of the other individuals are related to Mr.
Colasanti or reside in his household. Thus, Mr. Colasanti is not the beneficial
owner of these shares.

     In January 2000, the Board of Directors voted to issue 120,000 shares to
Francis Matusek, a director and officer of the Company, in lieu of outstanding
compensation of $102,000.

     In October 1999, the Company issued an aggregate of 1,250,000 shares to an
investor and two companies controlled by that investor, all of them accredited
investors, for gross proceeds of $1,250,000 or $1.00 per share. One of the
Companies also received warrants to purchase an aggregate of 750,000 shares of
common stock exercisable at $1.25 per share until December 31, 2002. A finder's
fee was paid to a third company on this portion of the offering in the amount of
$125,000 and warrants to acquire 75,000 shares of common stock exercisable at
$1.25 per share for five years.

     In March 2000, the Company issued 125,000 shares to the Viator Fund and
125,000 shares to another entity in consideration of a $100,000 bridge loan to
the Company.

     Other than the transactions stated herein, none of the directors or
executive officers of the Company, nor any 5% owner of the Company, has been
involved in any transaction with the Company exceeding $60,000 that has occurred
in the last two years.

                                       24
<PAGE>

                                    PART IV
                                    -------

Item 13.  Financial Statements, Schedules and Exhibits and Reports on Form 8-K

(a)  Financial Statements, Schedules and Exhibits:
     ---------------------------------------------

     (1)  Financial Statements - Fiscal years ended December 31, 1999 and 1998
          --------------------------------------------------------------------

     (2)  Schedules
          ---------

     (3)  Exhibits
          --------

(b)  Reports on Form 8-K  No reports on Form 8-K were filed during the last
     -------------------
     quarter of the fiscal year covered by this report.

(c)  Exhibits
     --------

3.1       Certificate of Incorporation, as amended.*

3.2       Bylaws.*

10.1      Stock Purchase Agreement dated 9/9/98 for acquisition of Fast Ferry
          Holding Corp.*

10.2      Lease Agreement dated 3/30/98 for Aragon Marina.*

10.3      Lease Agreement dated October 1999 for Stamford Property Marina.*

10.4      Letter of Intent for vessel construction.  **

10.5.1    Employment Agreement with John Ferreira.  ***

10.5.2    Employment Agreement with Anthony Cappaze.  ***

10.5.3    Employment Agreement with Anthony Colasanti.  ***

21.1      Subsidiaries of the Registrant.*

27.1      Financial Data Schedule.  Filed herewith.

______________
*   Incorporated by reference from the Company's Registration Statement on Form
10-SB, File No. 0-29205.

**  Incorporated by reference from the Company's Form 10-KSB/A No. 1 for the
fiscal year ended December 31, 1999, File No. 0-29205.
*** Incorporated by reference from the Company's Registration Statement on Form
10-SB/A No. 1, File No. 0-29205.


(d)  Schedules.  Schedules are omitted as the information is not required or not
applicable, or the required information is shown in the financial statements or
notes thereto.

                                       25
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                             FINANCIAL STATEMENTS

                               DECEMBER 31, 1999
<PAGE>

                 LIGHTHOUSING LANDINGS, INC. AND SUBSIDIARIES

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                         Page No.
                                                                                         --------
<S>                                                                                      <C>
Lighthouse Landings, Inc. and Subsidiaries

     Independent Accountants' Report....................................................    F-1

     Consolidated Balance Sheets
      As at December 31, 1999 and 1998..................................................    F-2

     Consolidated Statements of Operations
      For the Years Ended December 31, 1999 and 1998....................................    F-3

     Consolidated Statements of Changes in Stockholders' Equity
      For the Years Ended December 31, 1999 and 1998....................................    F-4

     Consolidated Statements of Cash Flows
      For the Years Ended December 31, 1999 and 1998.................................... F-5 - F-6

     Notes to Consolidated Financial Statements......................................... F-7 - F 20

Lighthouse Landings, Inc. and Subsidiaries Pro Forma Financial Statements (Unaudited)

     Pro Forma Balance Sheet as at October 6, 1998(Unaudited)...........................    F-21

     Pro Forma Statement of Operations
      For the Period January 1,1998 to October 6, 1998(Unaudited).......................    F-22
      For The Year Ended December 31, 1997(Unaudited)...................................    F-23

     Notes To Pro Forma Financial Statements (Unaudited)................................    F-24

     Pro Forma Adjustments (Unaudited)..................................................    F-25


Fast Ferry Holding Corp. and Subsidiaries

Independent Accountants' Report.........................................................    F-26

     Consolidated Balance Sheets As at October 6, 1998 December 31, 1997
      And December 31, 1996.............................................................    F-27

     Consolidated Statements of Operations and Deficit
      For The Period January 1, 1998 to October 6, 1998 And For The
      Years Ended December 31, 1997 and 1996............................................    F-28

     Consolidated Statements of Cash Flows
      For The Period January 1, 1998 to October 6, 1998 And For The
      Years Ended December 31, 1997 and 1996............................................    F-29

     Notes to Consolidated Financial Statements......................................... F-30 - F-33
</TABLE>
<PAGE>

             [LETTERHEAD OF WEINICK SANDERS LEVENTHAL & CO., LLP]



                        INDEPENDENT ACCOUNTANTS' REPORT
                        -------------------------------


To the Board of Directors and Stockholders
Lighthouse Landings, Inc.


We have audited the accompanying consolidated balance sheets of Lighthouse
Landings, Inc. and Subsidiaries as at December 31, 1999 and 1998, and the
related consolidated statements of operations, cash flows and changes in
stockholder's equity for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Lighthouse Landings,
Inc. and Subsidiaries as at December 31, 1999 and 1998, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has sustained substantial losses
for the years ended December 31, 1999 and 1998. In addition at December 31, 1999
the Company has negative working capital of $3,172,194. These conditions raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters are also described in Note 1. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                     WEINICK SANDERS LEVENTHAL & CO., LLP



New York, N. Y.
February 23, 2000 (Except as to Note 11
as to which the date is March 31, 2000)


                                      F-1
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS


                                  A S S E T S
                                  -----------

<TABLE>
<CAPTION>
                                                                                          December 31,
                                                                                 ----------------------------
                                                                                     1999           1998
                                                                                 ------------   -------------
<S>                                                                              <C>            <C>
Current assets:
  Cash                                                                           $     97,957   $     62,606
  Inventories                                                                          40,948          1,057
  Net assets of discontinued operations                                                32,582              -
  Prepaid expenses and other current assets                                           127,994         72,308
                                                                                 ------------   ------------
        Total current assets                                                          299,481        135,971

Net assets of discontinued operations                                                       -        727,506

Property and equipment - at cost, less accumulated depreciation                    12,288,880     13,103,525

Goodwill net of accumulated amortization                                            1,112,935      1,193,880

Other assets                                                                           51,764         19,091
                                                                                 ------------   ------------
                                                                                 $ 13,753,060   $ 15,179,973
                                                                                 ============   ============

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------

Current liabilities:
  Current maturities of long-term debt                                           $  1,879,764   $  1,332,601
  Notes payable - stockholders                                                        125,000              -
  Accounts payable and accrued expenses                                               948,606        683,952
  Deferred revenues                                                                    68,765         46,566
  Due to officers/stockholders                                                        449,540        484,142
                                                                                 ------------   ------------
        Total current liabilities                                                   3,471,675      2,547,261

Long-term debt - net of current maturities                                         10,064,110     11,301,455
                                                                                 ------------   ------------
        Total liabilities                                                          13,535,785     13,848,716
                                                                                 ------------   ------------
Minority interest                                                                           -         11,071
                                                                                 ------------   ------------
Redeemable common stock                                                                     -        350,000
                                                                                 ------------   ------------
Stockholders' equity:
  Common stock - $.01 par value
    Authorized - 10,000,000 shares
    Issued and outstanding - 4,905,795 shares in 1999 and 3,250,795 in 1998            49,058         32,508
  Additional paid-in capital                                                        5,312,588      3,809,138
  Accumulated deficit                                                              (5,144,371)    (2,621,460)
                                                                                 ------------   ------------
                                                                                      217,275      1,220,186
  Less:  Stock subscription receivable                                                      -       (250,000)
                                                                                 ------------   ------------
        Total stockholders' equity                                                    217,275        970,186
                                                                                 ------------   ------------
                                                                                 $ 13,753,060   $ 15,179,973
                                                                                 ============   ============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                           For the Years Ended
                                                                               December 31,
                                                                 -----------------------------------------
                                                                         1999                  1998
                                                                 -------------------   --------------------
<S>                                                              <C>                   <C>
Revenues                                                                $  3,285,978           $    681,167
                                                                        ------------           ------------
Operating costs:
  Ferry operations                                                         1,597,574                287,116
  Depreciation                                                               896,008                222,626
                                                                        ------------           ------------
Total operating costs                                                      2,493,582                509,742
                                                                        ------------           ------------
                                                                             792,396                171,425
                                                                        ------------           ------------

Marketing and administrative expenses                                      1,223,374                514,036
Amortization of goodwill                                                      80,945                 20,204
                                                                        ------------           ------------
                                                                           1,304,319                534,240
                                                                        ------------           ------------

Net loss from operations                                                    (511,923)              (362,815)
                                                                        ------------           ------------
Other expenses:
  Interest (net)                                                           1,473,735                348,249
  Provision for state income taxes                                             1,323                  1,014
                                                                        ------------           ------------
Total other expenses                                                       1,475,058                349,263
                                                                        ------------           ------------
Loss from continuing operations before
  minority share in loss of subsidiary                                    (1,986,981)              (712,078)

Minority share in loss of subsidiary                                          11,071                 42,534
                                                                        ------------           ------------

Loss from continuing operations                                           (1,975,910)              (669,544)
                                                                        ------------           ------------
Discontinued operations:
  Loss from discontinued operations                                         (155,347)              (113,392)
  Estimated loss on disposal                                                (391,654)                     -
  Impairment loss                                                                  -               (331,161)
                                                                        ------------           ------------
Loss from discontinued operations                                           (547,001)              (444,553)
                                                                        ------------           ------------

Net loss                                                                 ($2,522,911)           ($1,114,097)
                                                                        ============           ============

Per share data:
  Basic and diluted:
    Loss from continuing operations                                           ($0.55)                ($0.23)
    Loss from discontinued operations                                          (0.15)                 (0.16)
                                                                        ------------           ------------
    Net loss                                                                  ($0.70)                ($0.39)
                                                                        ============           ============
    Weighted average number of shares outstanding:
      Basic and diluted                                                    3,591,138              2,850,100
                                                                        ============           ============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                        Additional                     Stock           Total
                                                      Common Stock       Paid-In    (Accumulated   Subscriptions   Stockholders'
                                                      ------------
                                                    Number     Amount    Capital      Deficit)       Receivable        Equity
                                                 ------------  -------  ----------  -------------  --------------  --------------
<S>                                              <C>           <C>      <C>         <C>            <C>             <C>
Balance at January 1, 1998                          2,736,250  $27,363  $2,473,883   ($1,507,273)  $           -    $    993,973
Issuance of shares upon the acquisition of
  Fast Ferries Holding Corp.                          384,545    3,845     969,055             -               -         972,900
Increase of shares for cash                            30,000      300      97,200             -               -          97,500
Stock subscription                                    100,000    1,000     249,000             -        (250,000)              -
Value of 200,000 warrants issued pursuant to
 noteholder for refinancing Corp.                           -        -      20,000             -               -          20,000
Net loss for 1998                                           -        -           -    (1,114,187)              -      (1,114,187)
                                                    ---------  -------  ----------  ------------   -------------    ------------

Balance at December 31, 1998                        3,250,795   32,508   3,809,138    (2,621,460)       (250,000)        970,186
Payments for shares subscribed for                          -        -           -             -         250,000         250,000
Increase of shares for cash                         1,550,000   15,500   1,304,500             -               -       1,320,000
Shares issued to noteholder as interest                50,000      500      99,500             -               -         100,000
Shares issued for services rendered                    55,000      550      99,450             -               -         100,000
Net loss for 1999                                           -        -           -    (2,522,911)              -      (2,522,911)
                                                    ---------  -------  ----------  ------------   -------------    ------------

Balance at December 31, 1999                        4,905,795  $49,058  $5,312,588   ($5,144,371)  $           -    $    217,275
                                                    =========  =======  ==========  ============   =============    ============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                 For the Years Ended
                                                                                                    December 31,
                                                                                             ---------------------------
                                                                                                 1999           1998
                                                                                             ------------   ------------
<S>                                                                                          <C>            <C>
Cash flows from operating activities:
  Net loss continuing operations                                                              ($1,975,910)     ($669,634)
                                                                                             ------------   ------------
  Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
    Minority interests                                                                            (11,071)       (42,534)
    Depreciation                                                                                  904,837        225,086
    Amortization of goodwill                                                                       80,945         20,294
    Amortization of deferred finance cost                                                           4,000            909
    Imputed interest                                                                              156,909         42,440
    Stock issued for services rendered and interest                                               200,000              -
    Deferred revenues                                                                              22,199        (49,746)
    Increase (decrease) in cash flows as a result of
        changes in assets and liabilities net of assets
        and liabilities acquired in an acquisition:
      Accounts receivable                                                                               -          9,826
      Inventories                                                                                 (39,891)        (1,057)
      Prepaid expenses and other current assets                                                   (55,686)       (72,308)
      Accounts payable                                                                            264,654        248,731
      Accrued officers compensation                                                               (34,602)       137,236
      Other taxes                                                                                 (36,673)             -
                                                                                             ------------   ------------
                                                                                                1,455,621        518,877
                                                                                             ------------   ------------
Net cash used in operating activities
  of continuing operations                                                                       (520,289)      (150,757)
                                                                                             ------------   ------------
Cash flows from investing activities:
  Acquisition of property and equipment                                                           (90,192)             -
  Cash paid for acquisition                                                                             -       (105,696)
                                                                                             ------------   ------------
Net cash used in investing activities                                                             (90,192)      (105,696)
                                                                                             ------------   ------------
Cash flows from financing activities:
  Proceeds from loans, net                                                                        400,000         49,779
  Repayments of redeemable stock obligations                                                     (225,000)             -
  Proceeds from stock subscription                                                                250,000              -
  Repayments of long-term debt                                                                 (1,247,091)      (197,448)
  Proceeds from issuance of common stock                                                        1,320,000         97,500
                                                                                             ------------   ------------
Net cash provided by (used in) financing
  activities of continuing operations                                                             497,909        (50,169)
                                                                                             ------------   ------------
Net cash provided by discontinued operations                                                      147,923        231,483
                                                                                             ------------   ------------
Net increase (decrease) in cash                                                                    35,351        (75,139)

Cash at beginning of year                                                                          62,606            479

Cash acquired from acquisition                                                                          -        137,266
                                                                                             ------------   ------------
Cash at end of year                                                                            $   97,957       $ 62,606
                                                                                             ============   ============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

<TABLE>
<CAPTION>
                                                                                            For the Years Ended
                                                                                                December 31,
                                                                                      -------------------------------
                                                                                          1999               1998
                                                                                      -------------     -------------
<S>                                                                                   <C>               <C>
Supplemental Disclosures of Cash Flow Information:

   Cash paid during the year:
      Interest                                                                           $1,072,251          $166,591
                                                                                      =============     =============
      Income taxes                                                                       $    1,323          $  1,014
                                                                                      =============     =============

Supplemental Schedules of Noncash Activities:

   Stock issued for business acquisition:
      Common stock                                                                       $        -          $972,900
                                                                                      =============     =============
      Redeemable common stock                                                            $        -          $350,000
                                                                                      =============     =============
      Warrants issued as inducement to note holder                                       $        -          $ 20,000
                                                                                      =============     =============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               DECEMBER 31, 1999


NOTE 1 -  REALIZATION OF ASSETS - GOING CONCERN.

               The accompanying consolidated financial statements have been
          prepared in conformity with generally accepted accounting principles,
          which contemplate continuation of the Company as a going concern.
          Lighthouse Landings, Inc. (the "Company") has sustained substantial
          losses for the years ended December 31, 1999 and 1998. In addition,
          the accompanying consolidated balance sheet as at December 31, 1999
          reflects negative working capital of $3,172,194 net tangible capital
          deficiency of $910,751.

               Future viability of the Company is dependent upon the Company's
          obtaining additional funding. During 1999, the Company arranged
          private placements of its common stock for net cash proceeds of
          $1,530,000 and obtained short term loans in the amount of $700,000 for
          both its continuing and discontinued segments. The funds were used to
          provide funds for certain obligations and ongoing operations.
          Commencing in January 2000 through March 17, 2000, the Company
          received $1,385,000 before offering costs from the sale of its
          securities and bridge loans.

               The Company currently operates a commuter ferry service from
          Highlands, NJ to and from Manhattan, and is pursuing the establishment
          of other routes in the Greater New York City area. In November 1999,
          the Company completed negotiations and executed a lease for a property
          in Stamford, CT as a base for fast ferry service to and from Manhattan
          and LaGuardia Airport. The site requires improvements and governmental
          approvals. The Company is proceeding with preparations for
          establishing ferry service, and expects to be able to commence service
          in the spring of 2001. Initially, it is expected that service on these
          new routes will be provided by a vessel on a short-term charter. The
          Company is proceeding with plans for construction and financing of two
          vessels specifically to meet the needs of the new service.

               During the latter half of 1998 and during 1999, the Company
          assessed its strategic direction and concluded that focusing on the
          commuter ferry business would provide the greatest return on assets
          and discontinued the marina\restaurant property and the retail cigar
          operations in 1999. Accordingly, the Company is pursuing the
          divestiture of the discontinued segments assets. The carrying value of
          the related net assets have been reclassified as "Net assets of
          discontinued operations" in the accompanying consolidated balance
          sheet.

               It is management's opinion that the funds to be raised by the
          sales of its securities and borrowings through March 17, 2000 plus the
          funds anticipated to be raised through the sale of net assets of the
          discontinued segments will be sufficient to meet the Company's
          obligations as they become due.

               The conditions previously mentioned raise substantial doubt about
          the Company's ability to continue as a going concern. The financial
          statements do not include any adjustments that might result from the
          outcome of this uncertainty.

                                      F-7
<PAGE>

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

          (a)  Description of Business:

                  The Company was incorporated in New Jersey in 1993 and is in
          the commuter ferry business. The Company currently operates a commuter
          ferry service from Highlands, New Jersey to and from Manhattan, and is
          pursuing the establishment of other routes in the Greater New York
          City metropolitan area.

          (b)  Principles of Consolidation:

                  The consolidated financial statements include the accounts of
          Lighthouse Landings, Inc. and its subsidiaries. Inclusion of the
          results of subsidiary companies' operations is on the "Purchase"
          method, from the dates of their respective acquisition. All
          significant intercompany balances and transactions have been
          eliminated in consolidation. Recognition of the interest of minority
          stockholders is provided for in the accounts. As discussed more
          thoroughly in Note 3, the retail and marina segments are presented as
          discontinued operations.

          (c)  Change of Accounting Period:

                  The Company has changed its April 30 fiscal year end to
          December 31st. Accordingly, the accompanying consolidated financial
          statements reflect balance sheets as of December 31, 1999 and 1998 and
          the results of operations cash flows and stockholders equity for the
          years then ended.

          (d)  Inventories:

                  Inventories which consist entirely of supplies and cafeteria
          products are stated at the lower of cost or market on the first-in,
          first-out method.

          (e)  Property and Equipment:

                  Property and equipment is recorded at cost. The cost of the
          ferries obtained through the Fast Ferries Holding Corp. acquisition in
          December 1998 has been determined as an allocation of the purchase
          price of the business acquired based upon an appraisal. Depreciation
          is computed using the straight-line method. Depreciation on equipment,
          including the ferries, is calculated principally over their estimated
          useful lives of fifteen years.

                  Expenditures which substantially increase estimated useful
          lives are capitalized. Maintenance, repairs and minor renewals are
          expensed as incurred. When assets are sold or otherwise disposed of,
          their costs and accumulated depreciation are removed from the accounts
          and any resulting gain or loss is recorded in operations.

                                      F-8
<PAGE>

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.  (Continued)

          (f)  Goodwill:

                 Goodwill arising from acquisitions initially represents the
          excess of the purchase cost over the fair value of identifiable assets
          less identifiable liabilities. Goodwill is reviewed on an ongoing
          basis to determine that the value has not been impaired; in 1999 it
          was determined that the value of the goodwill arising from the
          purchase of The Cigar Box, Inc. has been impaired and accordingly the
          remaining unamortized goodwill of $198,654 has been written off to
          discontinued operations during 1999. The goodwill arising from the
          acquisition of Fast Ferry Holding Corp. and its wholly owned
          subsidiaries aggregating $1,214,174 is being amortized over 15 years.
          Amortization of goodwill charged to operations was $80,945 in 1999 and
          $20,294 in 1998.

          (g)  Revenue Recognition:

                 Revenue is recognized when earned. The Company's ferry business
          sells the majority of commuter tickets in advance of use. Accordingly,
          the Company determines the unused portion of ticket sales and defers
          that value to future periods. Deferred income aggregated $68,765 and
          $46,566 at December 31, 1999 and 1998, respectively.

          (h)  Income Taxes:

                 The Company complies with Statement of Financial Accounting
          Standards No. ("SFAS 109"), "Accounting for Income Taxes", which
          requires an asset and liability approach to financial accounting and
          reporting for income taxes. Deferred income tax assets are computed
          for differences between financial statement and tax basis of assets
          and liabilities that will result in future taxable or deductible
          amounts, based on the enacted tax laws and rates in the periods in
          which differences are expected to affect taxable income. The principal
          asset and liability differences are deferred revenues, valuation
          allowances for long-term assets, the estimated loss on the disposal of
          discontinued operations, and utilization of the Company's tax loss
          carryforwards. Management has fully reserved the net deferred tax
          assets as it is not more likely than not that the deferred tax asset
          will be utilized in the future.

                                      F-9
<PAGE>

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.  (Continued)

          (i)  Impairment of Long-lived Asset:

                 The Company accounts for impairment of long-lived assets
          accordance with Statement of Financial Accounting Standards (SFAS) No.
          121, "Accounting for the Impairments of Long-Lived Assets and for
          Long-Lived Assets to be Disposed of" SFAS No. 121 requires that long-
          lived assets be reviewed for impairment whenever events or changes in
          circumstances indicate that the book value of the asset may not be
          recoverable. Due to significant loss incurred during 1999, the Company
          evaluated its long-term assets of its continuing operations which as
          at December 31, 1999 were comprised of property and equipment
          (principally two (2) ferries) with an undepreciated cost of
          $12,288,880 and goodwill on the acquisition of the Fast Ferry Holding
          Corp. with a unamortized cost of $1,112,935. Based upon an estimate of
          the future undiscounted net cash flows of the related asset or asset
          grouping over the remaining life, it was determined that there was no
          impairment in either the net book value of the ferries or the
          goodwill.

          (j)  Use of Estimates:

                 The preparation of financial statements in conformity with
          generally accepted accounting principles requires management to make
          estimates and assumptions that affect certain reported amounts and
          disclosures. Accordingly, actual results could differ from those
          estimates.

          (k)  Concentrations of Credit Risk:

                 Financial instruments which potentially subject the Company to
          concentrations of credit risk consist primarily of cash. The Company
          places its cash with high credit quality financial institutions which
          at times may be in excess of the FDIC insurance limit.

          (l)  Loss Per Common Share:

                 Loss per common share is based on the weighted average number
          of common shares outstanding. In March 1997, the Financial Accounting
          Standards Broad issued Statement No. 128 ("SFAS 128"), "Earnings Per
          Share," which requires dual presentation of basic and diluted earnings
          per share on the face of the statements of operations which the
          Company has adopted. Basic loss per share excludes dilution and is
          computed by dividing income available to common stockholders by the
          weighted-average common shares outstanding for the period. Diluted
          loss per share reflects the potential dilution that could occur if
          convertible debentures, options and warrants were to be exercised or
          converted or otherwise resulted in the issuance of common stock that
          then shared in the earnings of the entity.

                 Since the effect of outstanding options, warrant and
          convertible debenture conversions are antidilutive in all periods
          presented, it has been excluded from the computation of loss per
          common share.

                                     F-10
<PAGE>

NOTE 3 -  DISCONTINUED OPERATIONS.

                 On October 28, 1999, the Company adopted a plan to sell its
          real estate and retail/wholesale segments. Accordingly both segments
          have been accounted for as discontinued operations in the accompanying
          consolidated financial statements for both 1999 and 1998. The net
          assets to be disposed of as of December 31, 1999 aggregating $32,582
          consists principally of real estate and are recorded as current assets
          in the accompanying consolidated balance sheet under the caption
          "Assets held for resale". Management expects the real estate to be
          sold in late 2000. The estimated loss on disposal of the discontinued
          operations in 1999 of $391,654 represents: a write-off of the goodwill
          on The Cigar Box, Inc. of $198,654; and a provision of $193,000 for
          expected losses during the phase out period. Net sales of the retail
          segment for 1999 and 1998 were $75,994 and $184,840, respectively.
          There were no revenues from the real estate segment during 1999 and
          1998.

                 The net assets of discontinued operations, which have been
          segregated in the accompanying balance sheets are summarized as
          follows:

<TABLE>
<CAPTION>
                                                              December 31,
                                                       --------------------------
                                                          1999            1998
                                                       ----------      ----------
       <S>                                             <C>             <C>
       Assets:
         Cash                                          $    3,129      $    1,189
         Inventory                                         27,401          42,187
         Prepaid expenses                                     100             100
         Property assets, net (See Note 4)                974,359         968,108
         Goodwill                                               -         194,913
                                                       ----------      ----------
                                                        1,004,989       1,206,497
                                                       ----------      ----------
       Liabilities:
         Accounts payable                                 186,334          48,943
         Secured mortgage payable                         443,485         157,288
         Accrued real estate taxes                        342,588         272,760
                                                       ----------      ----------
                                                          972,407         478,991
                                                       ----------      ----------
       Net assets of discontinued operations           $   32,582      $  727,506
                                                       ==========      ==========
</TABLE>

       (a)  The mortgage notes payable are summarized as follows:

<TABLE>
<CAPTION>
                                                                           December 31,
                                                                      ---------------------
                                                                        1999         1998
                                                                      --------     --------
    <S>                                                               <C>          <C>
     20% demand mortgage on real property
       subject to the tax lien referred to below                      $ 58,267     $157,288

     Second mortgage on real property payable in monthly
       installments (applied firstly to interest) of
       $15,000 from January 10, 2000 through
       May 10, 2000, and three equal monthly
       payments equal to one-third of the balance
       outstanding on June 10, 2000,  commencing
       June 10, 2000.  The loan carries interest at
       18% plus as added inducement to enter into the
       loan, the lender received 50,000 shares of
       common stock valued at $100,000.                                180,023            -

     6% second  demand mortgage on real property                       205,195            -
                                                                      --------     --------

                                                                      $443,485     $157,288
                                                                      ========     ========
</TABLE>

                                     F-11
<PAGE>

NOTE 3 -  DISCONTINUED OPERATIONS. (Continued)

     (b)   Real estate taxes liens have been recorded by local governmental
     authorities because of non-payment of said property taxes arising from a
     dispute over property tax valuations.  The Company is currently attempting
     to resolve the dispute.

NOTE 4 -  PROPERTY AND EQUIPMENT.

               Property and equipment is summarized as follows:

<TABLE>
<CAPTION>
                                                            December 31,
                                                    ---------------------------
                                                        1999            1998
                                                    -----------     -----------
          <S>                                       <C>             <C>
          Continuing operations:
            Ferries                                 $13,300,000     $13,300,000
            Computers and office equipment               38,887          29,502
            Furniture and fixtures                      106,244          25,437
                                                    -----------     -----------
                                                     13,445,131      13,354,939
            Less: Accumulated depreciation            1,156,251         251,414
                                                    ===========     ===========

                                                    $12,288,880     $13,103,525
                                                    ===========     ===========

          Discontinued operations:
            Land and buildings                      $   931,181     $   918,680
            Furniture and fixtures                       62,260          62,260
                                                    -----------     -----------
                                                        993,441         980,940
            Less: Accumulated depreciation               19,082          12,832
                                                    -----------     -----------
                                                    $   974,359     $   968,108
                                                    ===========     ===========
</TABLE>

NOTE 5 -  ACQUISITIONS.

               On October 6, 1998, the Company acquired 80% of the outstanding
          stock of Fast Ferry Holding Corp. and its wholly owned subsidiaries,
          New York Fast Ferry Services, Inc. Fast Ferry I, Inc. and Fast Ferry
          II, Inc. (the NYFF Group). The NYFF Group owns two vessels the M/V
          "Finest", and the M/V "Bravest" and is in the business of operating
          high speed commuter ferry services in the greater New York City harbor
          area. The NYFF Group was acquired by the issuance of 454,545 shares of
          the Company's stock at a value of $2.53 per share. Of the 454,545
          shares issued, 70,000 shares were subject to a put option. Such
          agreement allowed 2 of the 3 selling shareholders to sell back to the
          Company an aggregate of 70,000 shares at a price of $5.00 per share.

               As at December 31, 1998, the 70,000 shares subject to the put
          option were not treated as equity, but rather as a liability under the
          caption "Redeemable Common Stock" in the amount of $350,000 (70,000 @
          $5.00). During March 1999 the puts were exercised and the Company
          redeemed and retired the 70,000 shares. At December 31, 1999, the
          Company is still indebted to the selling stockholders in the amount of
          $125,000. Such amount is due in 2000 and bears interest at 12% per
          annum. The selling shareholders are holding the remaining 25,000
          unpaid shares as security for the obligation.

               The acquisition has been accounted for as a purchase.

                                     F-12
<PAGE>

NOTE 5 -  ACQUISITIONS. (Continued)

               The assets acquired and the liabilities assumed in connection
         with the aforementioned acquisition of the NY Fast Ferry group is as
         follows:

<TABLE>
        <S>                                               <C>              <C>
        Fair value of identifiable assets acquired                         $13,475,702
        Fair value of liabilities assumed                                   13,207,673
                                                                           -----------
                                                                               268,029
        Minority interest                                                       53,607
                                                                           -----------
        Net fair value of 80% interest in
          Fast Ferry Holding Corp.                                             214,422

        Purchase cost:
          Issuance 454,545 common shares
            at fair market of $2.53 per share             $1,150,000
          Legal and accounting fees                          105,696
          Excess price over fair market
            value of 70,000 shares subject to put            172,900
                                                          ----------

                                                                             1,428,596
                                                                           -----------

        Excess of cost over net identifiable
          assets purchased (goodwill)                                      $ 1,214,174
                                                                           ===========
</TABLE>

               The unaudited consolidated results of operations on a pro forma
          basis, as if the NYFF Group had been acquired at the beginning of the
          periods presented are as follows:

<TABLE>
<CAPTION>
                                                        For the Year Ended
                                                            December 31,
                                                    ---------------------------
                                                       1998            1997
                                                    -----------     -----------
            <S>                                     <C>             <C>
            Net sales                                $1,488,750      $1,474,616
            Costs and expenses - net                  3,361,228       4,740,927
                                                    -----------     -----------

            Loss from continuing operations         ( 1,872,478)    ( 3,266,311)
            Loss from discontinued operations       (   444,553)    (   592,748)
            Extraordinary item                          282,088               -
            Cumulative effect of a change in
             accounting principles                  (   178,678)              -
                                                    -----------     -----------

            Net loss                                ($2,213,621)    ($3,859,059)
                                                    ===========     ===========
</TABLE>

                                     F-13
<PAGE>

NOTE 6 -    INCOME TAXES.

               The components of the provision (benefit) for income taxes are as
         follows:

<TABLE>
<CAPTION>
                                                               For the Year Ended December 31,
                                                    ----------------------------------------------------------
                                                            1999               %          1998          %
                                                    ---------------------  ----------  -----------  ----------
<S>                                                 <C>                    <C>         <C>          <C>
Loss from continuing operations
  before income taxes                                    ($1,974,587)                  ($668,530)
                                                         -----------                   ---------

Computed tax benefit
  at statutory rate                                         (671,100)      (34.0)       (227,300)      (34.0)

State income tax                                               1,323           -           1,014           -

Non-deductible portion of
  Amortization of goodwill
    and finance costs                                         28,900         1.5           7,200         1.1
  Depreciation of property assets                             95,000         4.8          23,700         3.5

Compensatory element of
  stock issuance                                              68,000         3.4               -           -

  Other                                                       10,000         0.5          10,000         1.5

Reserve for operating loss
  carryforward tax asset                                     469,200        23.8         186,400        27.9
                                                         -----------      ------       ---------   ---------

Income tax                                               $     1,323           -       $   1,014           -
                                                         ===========      ======       =========   =========
</TABLE>

               The net operating loss carryforwards at December 31, 1999 expire
         as follows:


                         2009                  $   62,000
                         2010                     107,000
                         2011                      93,000
                         2012                   1,228,000
                         2013                   1,531,000
                         2014                     665,000
                                               ----------

                                               $3,686,000
                                               ==========

               The Tax Reform Act of 1986 enacted a complex set of rules
         limiting the utilization of net operating loss carryforwards to offset
         future taxable income following a corporate ownership change. Among
         other things, the Company's ability to utilize the net operating loss
         carryforward of Fast Ferry Holding Corp. is limited following the
         change in ownership in excess of fifty percentage points in any three-
         year period which accrued at acquisition. The effects, if any, of the
         change in ownership are not reflected in the foregoing tables.

                                     F-14
<PAGE>

NOTE 7 -   LONG-TERM DEBT.

               Long-term debt is as follows:
                                                             December 31,
                                                             ------------
                                                          1999          1998
                                                          ----          ----

Mortgage note payable, secured by the
  vessel "Finest" due in monthly install-
  ments of $61,875 through March 10, 1999,
  and $56,719 through September 10, 2005,
  including interest at 9.25% per annum, with a
  final payment of $3,626,691 due October 10,
  2005.                                            (a) $ 5,156,274  $ 5,308,158

Mortgage note payable, secured by the vessel
  "Bravest" due in monthly installments of
 $59,063 through March 10, 1999 and
  $56,719 through September 10, 2005, including
  interest at 9.25% per annum, with a final
  payment of $3,572,971 due October 10, 2005.      (a)   5,127,461    5,276,094

Note payable, secured by the vessel "Finest"
  and "Bravest", payable in fifteen monthly
  installments of $15,000 commencing in
  February 1999, payment of $343,333 on
  March 31, 2000 and a final payment of
  $934,319 on December 10, 2000
  including imputed interest of 9.25%.             (a)   1,254,913    1,994,670

10% interest bearing obligation payable in two
  installments of $100,000 each on March 15,
  2000 and July 15, 2000 and as final payment of
  $200,000 January 15, 2001.                               400,000            -
Other                                                        5,226       55,134
                                                       -----------  -----------

                                                        11,943,874   12,634,056
Portion due within one year                              1,879,764    1,332,601
                                                       -----------  -----------

Long-term debt - less current maturities               $10,064,110  $11,301,455
                                                       ===========  ===========

(a)  The two first mortgages on the ships and note payable are secured through
(i) cross collateralization agreements; (ii) assignments of charter agreements
and other personal property, (iii) a pledge of a potential receivable arising
from a lawsuit against the City of New York and (iv) cross corporate guarantees.

     Reference is made to Note 9(c)(i) regarding warrants issued to the
noteholder.  The secured debt obligations mature as follows:

                    2000                                 $ 1,879,764
                    2001                                     668,352
                    2002                                     513,559
                    2003                                     563,130
                    2004                                     617,485
                Thereafter                                 7,701,584
                                                         -----------
                                                         $11,943,874
                                                         ===========

                                     F-15
<PAGE>

NOTE 8 -  CAPITAL STOCK.

          (a)  Stock Issued for Consideration Other Than Cash:

               On October 5, 1998, the Company issued 454,545 common shares
          valued at $2.53 per share (the market value at time of sale) for 80%
          of the outstanding stock of Fast Ferry Holding Corp (see Note 5).

               Pursuant to the provisions of a note payable obligation entered
          into in June 1999, the Company issued 50,000 shares of its common
          stock as additional interest who fair value at the time of issuance
          was $100,000.

               During 1999, the Company issued 55,000 shares having a fair
          market value on the date of issuance was $55,000 to a director for
          services rendered.

               During 1999 a consulted to the Company purchased 50,000 shares of
          common stock for $5,000 in cash.  The variance between the fair value
          of the shares issued and the cash proceeds aggregating $45,000 was
          charged to operations as compensation.

          (b)  Stock Issued for Cash:

               During 1998, the Company sold 30,000 shares of its common stock
          for $97,500.  During 1999, the Company sold 1,480,000 shares of its
          common stock for $1,320,000.

          (c)  Stock Subscriptions Receivable:

               During 1998, 100,000 common shares were subscribed for at a price
          of $2.50 per share.  The aggregate amount of the subscription of
          $250,000 is treated as a reduction of stockholders' equity in the
          accompanying 1998 consolidated balance sheet.  The subscription was
          paid in full in October 1999.


NOTE 9 -  STOCK OPTIONS AND WARRANTS.

               A summary of activity related to non-qualifying stock options and
          warrants granted by the Company is as follows:

<TABLE>
<CAPTION>
                                                                                                Exercise Price
                                                        Options             Warrants              Per Share
                                                        -------             --------          ----------------
     <S>                                               <C>                 <C>                <C>
     Outstanding at December 31, 1997                    47,500                    -              $4.00
     Granted during 1998                                 10,000              200,000          $1.88 to $2.60
     Expired in 1998                                    (47,500)                   -              $4.00
                                                       --------            ---------

     Outstanding at December 31, 1998                    10,000              200,000          $1.88 to $2.60
     Granted during 1999                                410,000            1,380,000          $1.00 to $1.75
                                                       --------            ---------

     Outstanding at December 31, 1999                   420,000            1,580,000          $1.88 to $2.60
                                                       ========            =========
</TABLE>

                                     F-16
<PAGE>

NOTE 9 -  STOCK OPTIONS AND WARRANTS. (Continued)

     (a)  Stock Options Granted in 1998:

            Pursuant to a consulting agreement entered into on September 1,
     1997, the Company agreed to issue options to purchase up to an aggregate of
     56,250 shares of its common stock at $4.00 per share. In 1997, 8,750
     options were exercised at $4.00 and the remaining 47,500 expired in 1998.

            The Company granted an option to a employee/stockholder pursuant to
     an employment contract to purchase 10,000 shares at a price of $1.88 per
     share which was the fair value at date of grant. Such option is exercisable
     through October 6, 2000.


     (b)  Stock Options Granted in 1999:

            The Company granted an option to a employee/stockholder to purchase
     20,000 shares at a price of $1.50 per share which was the fair value at
     date of grant. Such option is exercisable through October 6, 2001.

            In June 1999, the Company's President was granted options to
     purchase 200,000 shares exercisable through October 6, 2002 at a $1.75 per
     share which was the fair value on the date of grant. Such options were
     granted for his guaranteeing and securitising an obligation of the Company.

            Also in October an officer and a director each received options to
     purchase 100,000 common shares exercisable at $1.50 per share which was the
     fair value at the date of grant. The officer's option expires on December
     20, 2001 and the other expires on December 20, 2004.

            Assuming the fair market value of the stock at the date of grant to
     be equal to option exercise price, the life of the options to be from 1.3
     years to 5 years the expected volatility at 200%, expected dividends are
     none, and the risk-free interest rate of 10%, the Company would have
     recorded compensation expense of $8,052 and $2,013 for the years ended
     December 31, 1999 and 1998, respectively, as calculated by the Black-
     Scholes option pricing model. As such, proforma net loss and loss per share
     would be as follows:

                                                  For the Years Ended
                                                      December 31,
                                             -------------------------------
                                                 1999                1998
                                             -----------         -----------

        Net loss as reported                 ($2,522,911)        ($1,114,187)

        Additional compensation                    8,052               2,013
                                             -----------         -----------

        Adjusted net loss                     (2,530,963)         (1,116,200)
                                             ===========         ===========

        Loss per share as reported                 ($.70)              ($.39)
                                             ===========         ===========

        Adjusted loss per share                    ($.70)              ($.39)
                                             ===========         ===========

                                     F-17

<PAGE>

NOTE 9 -  STOCK OPTIONS AND WARRANTS. (Continued)

          (b)  Warrants:

               (i)  Warrants Granted in 1998:

                      In connection with the Company's refinancing the debt of
               Fast Ferry Holding Corp., on October 5, 1998, the Company granted
               the noteholder warrants to purchase 200,000 shares of its common
               stock at $2.60 per share, the market value at time of grant. Such
               warrants were granted pursuant to the refinancing of the two
               ferries owned by the NYFF Group. The warrants are exercisable
               through March 16, 2004. Management has put a $.10 value on the
               warrants. Accordingly, deferred interest expense of $20,000 was
               recorded at the time of issuance and amortization of $4,000 and
               $909 has been charged to operations 1999 and 1998, respectively.

               (ii) Warrants Granted in 1999:

                      In July 1999, as part of a financing agreement, a lender
               was issued a warrant to acquire 200,000 common shares for three
               years at $1.00 per share.

                      As an inducement to purchase shares of the Company's
               common stock, warrants to purchase 900,000 shares were granted to
               individuals who purchased stock in 1999 and 75,000 warrants were
               issued to a financial consultant as a finder's fee relating to
               the sale. These warrants are exercisable at various times through
               December 31, 2002 at prices ranging from $1.00 to $1.25.

                      On October 27, 1999 warrants to purchase 100,000 common
               shares were granted to both of the Company's President and
               Secretary. The warrants are exercisable through October 27, 2001
               at $1.25 per share which was the fair market value of the
               Company's common stock at date of issuance. An employee received
               a warrant to acquire 5,000 common shares at $1.00 per share
               exercisable for one year.

NOTE 10 -  COMMITMENTS AND CONTINGENCIES.

           (a)   Leases:

           (i)     The Company and its subsidiaries have a number of operating
                   lease agreements involving office and retail store space, and
                   office equipment. These leases are non-cancelable and expire
                   on various dates through December 2, 2001. Annual payments
                   under these lease agreements amount to approximately $25,000.

           (ii)    The NYFF Group operates from leased property in Highlands, NJ
                   (the Aragon site). The lease is for five years, and commenced
                   May 1998. Lease payments are dependent on daily passenger
                   volume using the leased property, and averaged approximately
                   $24,250 per month during 1999. As the passenger volume using
                   the Aragon site increases, the lease payments will increase
                   proportionately. In addition, the NYFF Group rents other
                   facilities on short-term leases. Rents under the short-term
                   leases aggregate approximately $2,500 per month.

           (iii)   In November 1999, the Company completed negotiations to lease
                   a property in Stamford, CT as a base for ferry service to and
                   from Manhattan and LaGuardia Airport. Subject to the approval
                   process outlined in Note 1, the lease will have an initial
                   term of five years, with payments commencing in March 2000 at
                   $8,333 per month.

                                     F-18

<PAGE>

NOTE 10 -  COMMITMENTS AND CONTINGENCIES. (Continued)

           (b)  Employment Contracts:

                  The Company has entered into new employment agreements with
           its executive officer Anthony Cappaze and its Secretary, Anthony
           Colasanti in 2000. The agreements provide for a base salary of
           $150,000 and $120,000 per year, respectively, for three years. Under
           these agreements Mr. Cappaze received 100,000 warrants and Mr.
           Colasanti 50,000 warrants to purchase a like number of the Company's
           common shares exercisable through January 2003 at the fair market
           value of the common stock on the date of grant of $1.00 per share.
           Messers Cappaze and Colasanti also received as a condition of their
           contract options to purchase 200,000 and 100,000, respectively,
           shares of common stock at $1.00 per share through January 2007. Half
           of these options are exercisable in January 2002 and the officers are
           first able to exercise the other 50% in January 2003. Mr. Colasanti
           also received a warrant to acquire 100,000 common shares for two
           years at $1.00 per share.

                  The NYFF Group has entered into an employment contract with
           its President which provides for a salary of $90,000 each year
           through October 4, 2003. Pursuant to the contract, the President is
           to be granted an option to purchase 10,000 shares of the Company's
           common stock each year at the fair market value on the grant date.


           (c)  Litigation:

                  The NY Fast Ferry Group had initiated a suit alleging breach
           of contract against the City of New York. Fifty percent (50%) of the
           proceeds, if any, is pledged to the original stockholders of The NY
           Fast Ferry Group and the remaining (50%) to the first mortgage holder
           as a pledge of collateral against amounts owing to them pursuant to
           notes payable referred to in Note 7.


NOTE 11 -  SUBSEQUENT EVENTS.

           (a)  Sales and Issuances of Securities

                  During the period from January 17, 2000 through March 1, 2000,
           the Company sold, at a price of $1.00 each, 147,500 units comprised
           of 147,500 shares of its common stock and warrants to acquire an
           additional 147,500 shares of its common stock at a price of $1.00 per
           unit. The warrants are exercisable for one year at $1.25 per share.

                  During the period from March 10, 2000 through March 17, 2000,
           the Company sold, at a price of $0.50 each, 475,000 units comprised
           of 475,000 shares of its common stock and warrants to acquire an
           additional 475,000 common shares. The warrants are exercisable for
           two years from issuance at $1.25 per share. Additionally, the Company
           sold an aggregate of 12,000 common shares and warrants to acquire
           12,000 common shares at $1.00 per share to two individuals, for
           $12,000.

                  In December an officer and a former director each received
           options to purchase 100,000 common share exercisable at $1.50 per
           share which was the fair value at the date of grant. The officer's
           option expires on December 20, 2001 and the other expires on December
           20, 2004.

                  In January, 2000, two officer/directors and a third director
           were issued an aggregate of 252,500 shares of the Company's common
           stock in lieu of payment of $214,650 of the unpaid compensation and
           interest thereon owed to them which aggregated $460,166 at December
           31, 1999.


           (b)  Bridge Loan:

                  On March 11, 2000, the Company received proceeds of two bridge
           loans aggregating $1,000,000. The loans, which bear interest at 10%
           per annum payable quarterly, are payable nine months from issuance.
           To obtain the loans, the Company issued to each loan holder 125,000
           shares of unregistered common stock with on-demand registration and
           unlimited piggyback rights. The fair value of the shares at issuance
           aggregating $125,000 which will be charged to operations as
           additional interest over the life of the loans.

                  The loans may be repaid anytime within nine months of
           issuance, however, the loans must be repaid out of the proceeds of a
           financing greater than $2,000,000. Initially the loans are
           convertible into common stock at $1.50 per share. In the event the
           loans are not

                                     F-19
<PAGE>

NOTE 11 -  SUBSEQUENT EVENTS. (Continued)

           redeemed in full within nine months from issuance, the loans are in
           default, and become convertible at $1.00 per share for the first 90
           days of the default period and are further reduced to $.50
           thereafter. In addition, in the event of default, the Company must
           issue to each of the loan holders 50,000 warrants exercisable at $.25
           per share for each 30 days period until repaid.

                  The Company employed the services of a financial consultant to
           arrange for the above financing. The consultant received as payment
           for this service (i) a 10% interest bearing note payable on December
           10, 2000 in the amount of $100,000, (ii) 27,500 shares of the
           Company's common stock whose fair market value at date of issuance
           was $13,750.

                                     F-20
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                     PRO FORMA CONSOLIDATED BALANCE SHEET

                             AS AT OCTOBER 6, 1998
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                 Lighthouse         Fast Ferry
                                               Landings, Inc.      Holding Corp.
                                              and Subsidiaries   and Subsidiaries     Pro Forma Adjustments         Pro Forma
                                              ----------------   ----------------     ----------------------       -----------
                                                (Historical)       (Historical)       Debit           Credit       As Adjusted
                                                ------------       ------------       -----           ------       -----------
<S>                                           <C>                <C>                <C>             <C>            <C>
           A S S E T S
           -----------
Current assets:
  Cash                                            $      8,245     $    137,266     $        -      $        -      $   145,511
  Accounts receivable                                        -            9,826              -               -            9,826
  Assets held for resale of
    discontinued operations                            961,412                -              -               -          961,412
  Prepaid expenses                                      12,097                -              -               -           12,097
                                                  ------------     ------------     ----------      ----------      -----------
          Total current assets                         981,754          147,092              -               -        1,128,846

Property and equipment                                       -        9,137,960      4,190,648 (B)           -       13,328,608
Goodwill                                                     -                -      1,214,174 (C)           -        1,214,174
Investment in Fast Ferry Holding Corp.                       -                -      1,428,596 (A)   1,428,596 (C)            -
                                                  ------------     ------------     ----------      ----------      -----------

                                                  $    981,754     $  9,285,052     $6,833,418      $1,428,596      $15,671,628
                                                  ============     ============     ==========      ==========      ===========

   LIABILITIES AND STOCKHOLDERS' EQUITY
   ------------------------------------

Current liabilities:
  Current maturities of long-term obligations     $          -     $  1,091,389     $        -      $        -      $ 1,091,389
  Accounts payable                                           -          372,077              -               -          372,077
  Deferred revenues                                          -           96,312              -               -           96,312
  Accrued expense and other current liabilities              -                -              -         105,696 (A)      105,696
  Due to officers/stockholders                         282,271                -              -               -          282,271
                                                  ------------     ------------     ----------      ----------      -----------
          Total current liabilities                    282,271        1,559,778              -         105,696        1,947,745

Long-term obligations                                        -       11,647,895              -               -       11,647,895
Minority interest                                            -                -              -          53,605 (B)       53,605
Redeemable common stock                                      -                -              -         350,000 (A)      350,000
                                                  ------------     ------------     ----------      ----------      -----------
          Total liabilities                            282,271       13,207,673              -         509,301       13,999,245
                                                  ------------     ------------     ----------      ----------      -----------

Stockholders' equity:
  Common stock                                          28,663          205,000        205,000 (C)       3,845 (A)       32,508
  Additional paid-in capital                         2,647,284                -              -         969,055 (A)    3,616,339
                                                             -                -      4,137,043 (C)   4,137,043 (B)            -
  Accumulated deficit                              ( 1,726,464)    (  4,127,621)             -       4,127,621 (C)   (1,726,464)
  Stock subscription receivable                    (   250,000)               -              -               -       (  250,000)
                                                  ------------     ------------     ----------      ----------      -----------
          Total stockholders' equity                   699,483     (  3,922,621)     4,342,043       9,237,564        1,672,383
                                                  ------------     ------------     ----------      ----------      -----------

                                                  $    981,754     $  9,285,052     $4,342,043      $9,746,865      $15,671,628
                                                  ============     ============     ==========      ==========      ===========
</TABLE>

                                     F-21
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

               FOR THE PERIOD JANUARY 1, 1998 TO OCTOBER 6, 1998
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                    Lighthouse       Fast Ferry
                                                  Landings, Inc.    Holding Corp.
                                                 and Subsidiaries and Subsidiaries      Pro Forma Adjustments           Pro Forma
                                                 ---------------- ----------------   --------------------------        ------------
                                                   (Historical)     (Historical)        Debit          Credit           As Adjusted
                                                 ---------------- ----------------   -----------     ----------        ------------
<S>                                              <C>              <C>                <C>             <C>               <C>
Revenues                                              $        -      $    807,583    $        -     $        -         $   807,583
                                                      ----------        ----------    ----------     ----------         -----------

Cost and expenses:
  Cost of operations                                           -           120,769             -              -             120,769
  Depreciation and amortization                                -           525,046       209,532  (D)         -             795,236
                                                               -                 -        60,651  (E)         -                   -
  Selling, general and administrative                          -           258,542             -              -             258,542
  Interest                                                     -           906,290             -              -             906,290
                                                      ----------        ----------    ----------     ----------         -----------
          Total cost and expenses                              -         1,810,647       270,183              -           2,080,837
                                                      ----------        ----------    ----------     ----------         -----------

Loss from continuing operations before
  minority shares in loss of subsidiary                        -        (1,003,064)      270,183              -          (1,273,254)

Minority shares in loss of subsidiary                          -                 -             -         53,605  (F)         53,605
                                                      ----------        ----------    ----------     ----------         -----------

Loss from continuing operations                                -        (1,003,064)      270,183         53,605          (1,219,649)

Loss from discontinued operations                       (391,991)                -             -              -            (391,991)

Extraordinary gain on forgiveness of debt                      -           282,088             -              -             282,088

Cumulative effect of a change in accounting
  principle                                                    -          (178,678)            -              -            (178,678)
                                                      ----------        ----------    ----------     ----------         -----------

Net loss                                               ($391,991)       $ (899,654)     $270,183        $53,605         ($1,508,230)
                                                      ==========        ==========    ==========     ==========         ===========

Per share data:
  Pro forma net loss per share:
    Loss from continuing operations                                                                                          ($0.39)
    Loss from discontinued operations                                                                                         (0.12)
    Extraordinary gain                                                                                                         0.09
    Cumulative effect of a change in accounting
     principle                                                                                                                (0.06)
                                                                                                                        -----------

Net Loss                                                                                                                     ($0.48)
                                                                                                                        ===========

Weighted average number of shares outstanding                                                                             3,138,509
                                                                                                                        ===========
</TABLE>

                                     F-22
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                     FOR THE YEAR ENDED DECEMBER 31, 1997
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                      Lighthouse         Fast Ferry
                                                    Landings, Inc.      Holding Corp.
                                                   and Subsidiaries   and Subsidiaries     Pro Forma Adjustments        Pro Forma
                                                   ----------------   ----------------  ---------------------------    -----------
                                                     (Historical)       (Historical)        Debit         Credit       As Adjusted
                                                   ----------------   ----------------  ------------   ------------    -----------
<S>                                                <C>                <C>                <C>            <C>            <C>
Revenues                                                $         -       $  1,474,616  $          -   $          -    $  1,474,616
                                                        -----------       ------------  ------------   ------------    ------------

Cost and expenses:
  Cost of operations                                              -          1,932,262             -              -       1,932,262
  Depreciation and amortization                                   -            673,752       279,377 (G)          -       1,034,074
                                                                  -                  -        80,945 (H)          -               -
  Selling, general and administrative                             -          1,035,304             -              -       1,035,304
  Interest                                                        -          1,025,620             -              -       1,025,620
                                                        -----------       ------------  ------------   ------------    ------------
          Total cost and expenses                                 -          4,666,938       360,322              -       5,027,260
                                                        -----------       ------------  ------------   ------------    ------------

Loss from continuing operations before
  minority shares in loss of subsidiary                           -         (3,192,322)      360,322              -      (3,552,644)

Minority shares in loss of subsidiary                             -                  -             -        233,536 (I)     233,536
                                                        -----------       ------------  ------------   ------------    ------------

Loss from continuing operations                                   -         (3,192,322)      360,322        233,536      (3,319,108)

Loss from discontinued operations                          (592,748)                 -             -              -        (419,948)
                                                        -----------       ------------  ------------   ------------    ------------

Net loss                                                  ($592,748)       ($3,192,322)     $360,322       $233,536     ($3,739,056)
                                                        ===========       ============  ============   ============    ============

Per share data:
  Pro forma net loss per share:
    Loss from continuing operations                                                                                       ($1.10)
    Loss from discontinued operations                                                                                      (0.14)
                                                                                                                            ----

Net Loss                                                                                                                  ($1.24)
                                                                                                                            ====

Weighted average number of shares outstanding                                                                             2,977,302
                                                                                                                       ============
</TABLE>

                                     F-23
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES
                    NOTES TO PRO FORMA FINANCIAL STATEMENTS
                                  (Unaudited)

Introduction:

       The pro forma financial statements assume the purchase of 80% of the
capital stock of Fast Ferry Holding Corp. (FFHC) on October 6, 1998 had occurred
at the beginning of each of the periods presented.

       Per share data for the period January 1, 1998 to October 6, 1998 and for
the year ended December 31, 1997 is based upon the weighted average number of
shares outstanding during each period retroactively reflecting the issuance
of the common shares for FFHC as if they had been issued at the beginning of the
periods presented.

       The pro forma consolidated balance sheet as at October 6, 1998 and the
pro forma consolidated statements of operations for the period ended October 6,
1998 and for the year ended December 31, 1997 include all material adjustment
necessary to adjust the historical results to reflect the assumptions.  The pro
forma information does not purport to be indicative of the consolidated balance
sheet and consolidated statements of operations which would have actually been
obtained if the purchase of FFHC had been consummated on the dates indicated.
In addition, the pro forma financial information does not purport to be
indicative of the balance sheet or results of operations which may be obtained
in the future.

       The pro forma information has been prepared by the Company's management
and all calculations and estimates have been made by management based upon
adjustments deemed appropriate.  These adjustments are set forth under the
section "Pro Forma Adjustments".

Preparation of Pro Forma Financial Statements:

       In the opinion of management, the pro forma financial statements are
derived from the historical financial statements of (i) Lighthouse Landings,
Inc. and Subsidiaries and Fast Ferry Holding Corp. and Subsidiaries, which are
included elsewhere herein.  These financial statements should be read in
conjunction with the accompanying pro forma financial statements.  The pro forma
financial statements do not purport to be indicative of the balance sheet and
statements of operations if the purchase of Fast Ferry Holding Corp. had been
consummated on the dates indicated.

Purchase of Fast Ferry Holding Corp.:

       On October 6, 1998, the Company acquired 80% of the outstanding stock of
Fast Ferry Holding Corp. and its wholly owned subsidiaries, New York Fast Ferry
Services, Inc., Fast Ferry I, Inc. and Fast Ferry II, Inc. (the NYFF Group).
The NYFF Group owns two vessels the M\V "Finest", and the M\V "Bravest" and is
in the business of operating high speed commuter ferry services in the greater
New York City harbor area.  The NYFF Group was acquired by the issuance of
454,545 shares of the Company's stock at a value of $2.53 per share.  Of the
454,545 shares issued, 70,000 shares were subject to a put option.  Such
agreement allowed 2 of the 3 selling shareholders to sell back to the Company an
aggregate of 70,000 shares at a price of $5.00 per share.  As at October 6,
1998, the 70,000 shares subject to the put option were not treated as equity,
but rather as a liability under the caption "Redeemable Common Stock" in the
amount of $350,000 (70,000 @ $5.00).

                                     F-24
<PAGE>

                  LIGHTHOUSE LANDINGS, INC. AND SUBSIDIARIES

                             PRO FORMA ADJUSTMENTS
                                  (Unaudited)


<TABLE>
<CAPTION>
                       Consolidated Balance Sheet as at October 6, 1998
                       ------------------------------------------------
                                                                          Debit        Credit
                                                                          ------       ------
<S>     <C>                                                             <C>           <C>
(A)
     Investment in Fast Ferry Holding Corp.                             1,428,596
     Common stock                                                                         3,845
     Additional paid-in capital                                                         969,055
     Redeemable common stock                                                            350,000
     Accrued professional fees                                                          105,696
        To record investment in 80% of capital stock
          of Fast Ferry Holding Crop.
(B)
     Property assets                                                    4,190,648
     Additional paid-in capital                                                       4,137,043
     Minority interest                                                                   53,605
        To reflect net assets of Fast Ferry Holding Corp. at fair
          market value per appraisal.
(C)
     Additional paid-in capital                                         4,137,043
     Accumulated deficit                                                              4,127,621
     Common stock                                                         205,000
     Investment in Fast Ferry Holding Corp.                                           1,428,596
     Goodwill                                                           1,214,174
        To eliminate in consolidation

</TABLE>

     Consolidated Statement Operations for the Period January 1, 1998 to
     -------------------------------------------------------------------
                                October 6, 1998
                                ---------------

(D)  To reflect depreciation of $209,532 on the variant between the historical
        carrying value of property assets and the appraised value.

(E)  To record amortization of goodwill of $60,650 which has an estimated life
        of 15 years.

(F)  To reflect minority interest in loss of Fast Ferry Holding Corp. of $53,605
        for the period.


   Consolidated Statement of Operations For the Year Ended December 31, 1997
   -------------------------------------------------------------------------

(G)  To reflect depreciation of $279,376 on the variant between the historical
        carrying value of property assets and the appraisal value.

(H)  To reflect amortization of goodwill of $80,945 which has an estimated life
        of 15 years.

(I)  To reflect minority interest in loss of Fast Ferry Holding Corp. of
        $233,536 for the year.

                                     F-25
<PAGE>

                        INDEPENDENT ACCOUNTANTS' REPORT
                        -------------------------------



To the Board of Directors
Fast Ferry Holding Corp. and Subsidiaries



We have audited the accompanying consolidated balance sheets of Fast Ferry
Holding Corp. and Subsidiaries as at October 6, 1998, December 31, 1997 and
1996, and the related consolidated statements of operations and deficit, and
cash flows for the period January 1, 1998 to October 6, 1998 and for the years
ended December 31, 1997 and 1996.  These consolidated financial statements are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Fast Ferry Holding
Corp. and Subsidiaries as of October 6, 1998, December 31, 1997 and 1996, and
the results of their operations and their cash flows for the period January 1,
1998 to October 6, 1998 and for the years ended December 31, 1997 and 1998, in
conformity with generally accepted accounting principles.




New York, N. Y.
January 24, 1999

                                     F-26
<PAGE>

                   FAST FERRY HOLDING CORP. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS


                                  A S S E T S
                                  -----------

<TABLE>
<CAPTION>
                                                                      October 6,    December 31,   December 31,
                                                                         1998           1997           1996
                                                                     ------------   ------------   ------------
<S>                                                                  <C>             <C>            <C>
Current assets:
  Cash                                                               $    137,266    $     2,626    $    42,031
  Accounts receivable                                                       9,826          6,799              -
  Other current assets                                                          -         50,603          3,750
                                                                     ------------    -----------    -----------
          Total current assets                                            147,092         60,028         45,781

Property and equipment - at cost, less
  accumulated depreciation                                              9,137,960      9,668,283      9,757,120

Deferred start-up costs, net of
  accumulated amortization                                                      -        178,678        223,354
                                                                     ------------    -----------    -----------

                                                                     $  9,285,052    $ 9,906,989    $10,026,255
                                                                     ============    ===========    ===========

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

Current liabilities:
  Deferred revenues                                                  $     96,312    $         -    $         -
  Current maturities of long-term obligations                           1,091,389        141,036              -
  Accounts payable                                                        218,047        280,414              -
  Accrued liabilities                                                     154,030         41,103        115,538
                                                                     ------------    -----------    -----------
          Total current liabilities                                     1,559,778        462,553        115,538

Long-term obligations                                                  11,647,895     12,467,403      9,741,362
                                                                     ------------    -----------    -----------

          Total liabilities                                            13,207,673     12,929,956      9,856,900
                                                                     ------------    -----------    -----------

Stockholders' capital deficiency:
  Common stock, no par value
    Authorized - 500 shares
    Issued and outstanding - 140 shares                                   205,000        205,000        205,000
  Deficit                                                           (   4,127,621)  (  3,227,967)  (     35,645)
                                                                     ------------    -----------    -----------
          Total stockholders'
            capital deficiency                                      (   3,922,621)  (  3,022,967)       169,355
                                                                     ------------    -----------    -----------

                                                                     $  9,285,052    $ 9,906,989    $10,026,255
                                                                     ============    ===========    ===========
</TABLE>

         See accompanying notes to consolidated financial statements.

                                     F-27
<PAGE>

                   FAST FERRY HOLDING CORP. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

<TABLE>
<CAPTION>
                                                                                For the        For the
                                                         For the Period       Year Ended     Year Ended
                                                         January 1, 1998     December 31,   December 31,
                                                       To October 6, 1998        1997           1996
                                                       -------------------   -------------  -------------
<S>                                                    <C>                   <C>            <C>
Revenues                                                    $  807,583         $1,474,616     $        -

Cost of operations                                             634,776          2,589,050              -
                                                            ----------         ----------     ----------

Income (loss) from operations                                  172,807        ( 1,114,434)             -
                                                            ----------         ----------     ----------

Other deductions:
  General and administrative expenses                          269,581          1,052,268         34,844
  Interest expense                                             904,686          1,025,620          1,542
  Loss of sale of property assets                                1,604                  -              -
                                                            ----------         ----------     ----------
Total other deductions                                       1,175,871          2,077,888         36,386
                                                            ----------         ----------     ----------

Loss before extraordinary item                             ( 1,003,064)       ( 3,192,322)   (    36,386)

Extraordinary item                                             282,088                  -              -
                                                            ----------         ----------     ----------

Loss before the effect of a
  change in accounting principle                           (   720,976)       ( 3,192,322)   (    36,386)

Cumulative effect of a change in
  accounting principle                                     (   178,678)                 -              -
                                                            ----------         ----------     ----------

Net loss                                                   (   899,654)       ( 3,192,322)   (    36,386)

Retained earnings (deficit) at
  beginning of period                                      ( 3,227,967)       (    35,645)           741
                                                            ----------         ----------     ----------

Deficit at end of period                                   ($4,127,621)       ($3,227,967)   ($   35,645)
                                                            ==========         ==========     ==========

Per share data:
  Loss before extraordinary item
   and cumulative effect of a
   change in accounting principle                           ($7,164.74)       ($22,802.30)      ($259.90)
  Extraordinary item                                          2,014.91                  -              -
  Cumulative effect of a change
   in accounting principal                                  ( 1,276.27)                 -              -
                                                             ---------         ----------     ----------

Net loss                                                    ($6,426.10)       ($22,802.30)      ($259.90)
                                                             =========         ==========     ==========

Weighted average number of
  shares outstanding                                               140                140            140
                                                             =========         ==========     ==========
</TABLE>

         See accompanying notes to consolidated financial statements.

                                     F-28
<PAGE>

                   FAST FERRY HOLDING CORP. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                       For the           For the
                                                            For the Period           Year Ended         Year Ended
                                                            January 1, 1998         December 31,       December 31,
                                                          To October 6, 1998            1997               1996
                                                          ------------------        ------------       -------------
<S>                                                       <C>                       <C>                <C>
Cash flows from operating activities:
  Net loss                                                     ($  899,654)          ($3,192,322)       ($   36,386)
                                                               -----------           -----------        -----------
  Adjustments to reconcile net
      loss to net cash provided by (used in)
      operating activities:
    Cumulative effect of a change in
     accounting principle                                          178,678                     -                  -
    Loss on sale of property assets                                  1,604                     -                  -
    Deferred revenues                                               96,312                     -                  -
    Depreciation and amortization                                  525,046               718,428              1,225
    Increase in long-term obligations
      for interest                                                 124,939               334,725              1,542
    Increase (decrease) in cash flows
        as a result of changes in asset
        and liability account balances:
      Account receivable                                       (     3,027)          (     6,799)                 -
      Other current assets                                          50,603           (    41,153)       (     3,750)
      Accounts payable                                         (    62,367)              280,414        (     3,453)
      Accrued expenses                                             112,927                25,565            115,538
                                                                         -                     -        (   127,247)
                                                               -----------           -----------        -----------
  Total adjustments                                              1,024,715             1,311,180        (    16,145)
                                                               -----------           -----------        -----------

Net cash provided by (used in) operating activities                125,061           ( 1,881,142)       (    52,531)
                                                               -----------           -----------        -----------

Cash from investing activities:
  Purchase of property and equipment                           (     6,327)          (   590,615)       ( 8,961,411)
  Proceeds for sales of property
    and equipment                                                   10,000                     -                  -
                                                               -----------           -----------        -----------
Net cash provided by (used in)
  investing activities                                               3,673           (   590,615)       ( 8,961,411)
                                                               -----------           -----------        -----------

Cash provided by financing activities:
  Increase in long-term obligations                                  5,906             2,432,352          8,942,886
                                                               -----------           -----------        -----------

Net increase (decrease) in cash                                    134,640           (    39,405)       (    71,056)
Cash at beginning of period                                          2,626                42,031            113,087
                                                               -----------           -----------        -----------
Cash at end of period                                          $   137,266            $    2,626         $   42,031
                                                               ===========           ===========        ===========

Supplemental Disclosures of
  Cash Flow Information:

     Cash paid during the period:

       Interest                                                $   487,659            $  690,895         $     -
                                                               ===========           ===========        ===========
       Income taxes                                            $   -                  $    4,512         $    3,836
                                                               ===========           ===========        ===========
</TABLE>

         See accompanying notes to consolidated financial statements.

                                     F-29
<PAGE>

                   FAST FERRY HOLDING CORP. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                OCTOBER 6, 1998


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

          (a)  Business:

                 Fast Ferry Holding Corp. (FFHC) and its subsidiaries
         (collectively the Company) were incorporated in New York and are in the
         business of operating and chartering high speed ferries. On October 6,
         1998, FFHC's stockholders sold 80% of their capital stock in FFHC to
         Lighthouse Landings, Inc., a publicly-held New Jersey corporation
         having operations in the retail cigar and marine\ restaurant
         businesses.

          (b)  Use of Estimates:

                 The preparation of financial statements in conformity with
         generally accepted accounting principles requires management to make
         estimates and assumptions that affect certain reported amounts and
         disclosures. Accordingly, actual results could differ from those
         estimates.

          (c)  Principles of Consolidation:

                 The consolidated financial statements include the accounts of
         the Company and its wholly-owned subsidiaries, New York Fast Ferry
         Services, Inc., Fast Ferry I Corp. and Fast Ferry II Corp.  All
         significant intercompany accounts and transactions have been elimi-
         nated in consolidation.

          (d)  Accounts Receivable:

                 Accounts receivable have been adjusted for all known uncol-
         lectible accounts.  Additional allowance for doubtful accounts has not
         been provided as the amount is not considered material.

          (e)  Property and equipment.

                 Depreciation is computed by either the straight-line or
         accelerated methods over the estimated useful lives of the respective
         assts.

                 Expenditures which substantially increase estimated useful
         lives are capitalized. Maintenance, repairs and minor renewals are
         expensed as incurred. When assets are retired or otherwise disposed of,
         their costs and related accumulated depreciation or amortization are
         removed from the accounts and resulting gains or losses are included in
         operations.

                                     F-30
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. (Continued)

          (f)  Revenue Recognition:

                 The Company commenced its passenger services in 1998 and
         revenue is recognized when earned. The Company sells the majority of
         commuter tickets in advance of use. Accordingly, the Company determines
         the unused portion of ticket sales and defers that value of future
         periods. Deferred income aggregated $96,312 at October 6, 1998.

          (g)  Cumulative Effect of a Change in an Accounting Principle:

                 Previously, the Company had capitalized start-up costs until
         the ferries became operational and then amortized those costs over five
         years commencing January 1, 1997. Effective January 1, 1998, the
         Company adopted Statement of Position 98-5, "Reporting on the Cost of
         Start-Up Activities" and now expenses start-up costs as they are
         incurred. While the accounting policy for capitalizing start-up costs
         previously followed by the Company was in accordance with generally
         accepted accounting principles, the changed policy is preferable and is
         in conformity with Statement of Position 98-5. The effect of adoption
         of Statement of Position 98-5 was a charge to operations in 1998 of
         $178,678 ($1,276.27 per share).

                 The effect of expensing start-up costs as incurred would have
         resulted in a charge to operations of $96,107 ($686.48 per share) in
         1995 and $127,247 ($908.91 per share) in 1996 and a reduction of
         amortization expense of $44,676 ($319.11 per share) in 1997.

          (h)  Advertising Costs:

                 The Company expenses advertising costs as incurred.  Adver-
         tising costs amounted to $6,359, $335,076 and $2,886 for the period
         January 1, 1998 to October 6, 1998 and for the years ended December 31,
         1997 and 1996, respectively.


NOTE 2 -  PROPERTY AND EQUIPMENT.

                 Property and equipment, at cost consist of the following:

<TABLE>
<CAPTION>
                         October 6, 1998  December 31, 1997  December 31, 1996
                         ---------------  -----------------  -----------------
<S>                      <C>              <C>                <C>
Ferries                      $10,280,145      $10,280,145        $9,741,362

Office and other
  equipment                       54,938           63,115            16,983
                             -----------      -----------        ----------
                              10,335,083       10,343,260         9,758,345
Less: Accumulated
       depreciation            1,197,123          674,977             1,225
                             -----------      -----------        ----------

                             $ 9,137,960      $ 9,668,283        $9,757,120
                             ===========      ===========        ==========
</TABLE>

                 Depreciation expense for the period January 1, 1998 to October
         6, 1998 and for the years ended December 31, 1997 and 1996 was
         $525,046, $673,752 and $1,225, respectively.

                                     F-31
<PAGE>

     NOTE 3 - LONG-TERM OBLIGATIONS.

         Long-term obligations consist of the following:

<TABLE>
<CAPTION>
                                                     October 6, 1998        December 31, 1997     December 31, 1996
                                                     ---------------        -----------------     -----------------
<S>                                                  <C>                    <C>                   <C>
Note payable, secured by
  the Fast Ferry ("Finest"),
  payable in monthly install-
  ments ranging from $56,719
  to $61,875 including interest
  at 9.25% per annum with a
  final payment of $3,626,691
  due October 10, 2005.                                $ 5,410,526             $ 5,269,874           $ 5,102,842

Note payable, secured by the
  Fast Ferry ("Bravest"),
  payable in monthly install-
  ments ranging from $56,719
  to $59,063 including interest
  at 9.25% per annum with a final
  payment of $3,572,971 due
  October 10, 2005.                                      5,370,622               5,245,299             4,638,520

Note payable, secured by the
  Fast Ferry ("Finest and
  Bravest"), payable in 15
  monthly installments of
  $15,000 plus a $45,000
  payment in January 1999
  with $343,333 payments due
  May 1, 1999, October 1, 1999
  and March 1 ,2000 and a final
  payment of $793,267 due
  December 31, 2000.
  Interest is inputed as %9.25%
  per annum.                                             1,952,230               2,093,266                     -
Other                                                        5,906                       -                     -
                                                       -----------             -----------           -----------

                                                        12,739,284              12,608,439             9,741,362
Less: Portion payable in one year                        1,091,389                 141,036                     -
                                                       -----------             -----------           -----------

                                                       $11,647,895             $12,467,403           $ 9,741,362
                                                       ===========             ===========           ===========
</TABLE>


                 As of October 6, 1998, long-term obligations mature as follows:

                        Years Ending
                         October 6,
                         ----------

                            1999               $ 1,091,389
                            2000                   780,361
                            2001                 1,330,877
                            2002                   502,863
                            2003                   551,306
                         Thereafter              8,482,488
                                               -----------

                                               $12,739,284
                                               ===========

                                     F-32
<PAGE>

NOTE 4 -    ACCRUED LIABILITIES.

                 Accrued liabilities are comprised for the following:


                                                          December 31,
                                                  --------------------------
                             October 6, 1998        1997              1996
                             ---------------      ----------       ---------

     Payroll                     $  7,474           $     -        $      -

     Payroll taxes                  3,278                43               -

     Insurance                     41,061            41,061               -

     Professional fees            125,687                 -               -
                                 --------           -------        --------

                                 $177,500           $41,104        $115,538
                                 ========           =======        ========


NOTE 5 -  COMMITMENTS AND CONTINGENCIES.

          (a)  Leases:

                  The Company operates from leases property in Highlands, NJ
          (the Aragon site). The lease is for five years, and commenced May
          1998. Lease payments are dependent on daily passenger volume using the
          leased property, and averaged approximately $24,250 per month during
          1999. As the passenger volume using the Aragon site increase, the
          lease payments will increase proportionately. In addition, the Company
          rents other facilities on short-term leases. Rents under the short-
          term leases aggregate approximately $2,500 per month.

          (b)  Litigation:

                  In November 1997, the Company initiated a suit alleging breach
         of contract against the City of New York. Fifty percent (50%) of the
         proceeds, if any, is pledged to the original stockholders of The NY
         Fast Ferry Group and the remaining (50%) to the first mortgage holder
         as a pledge of collateral against amounts owing to them pursuant to
         notes payable referred to in Note 3. Management and the Company's
         counsel are unable to render an opinion covering the ultimate outcome
         of this action.

                                     F-33
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-KSB/A No. 2 to
be signed on its behalf by the undersigned, thereunto duly authorized.

                            LIGHTHOUSE LANDINGS, INC.


Date: June 22, 2000         By: /s/ Anthony Cappaze
                               --------------------------------------------
                                 Anthony Cappaze, President, Chief
                                 Executive Officer and Director


Date: June 22, 2000         By: /s/ Anthony Colasanti
                               --------------------------------------------
                                 Anthony Colasanti, Secretary and Director


Date: June 22, 2000         By: /s/ John Ferreira, Jr.
                               --------------------------------------------
                                 John Ferreira, Chief Financial Officer

<PAGE>

                                 EXHIBIT INDEX

3.1     Certificate of Incorporation, as amended.*

3.2     Bylaws.*

10.1    Stock Purchase Agreement dated 9/9/98 for acquisition of Fast Ferry
        Holding Corp.*

10.2    Lease Agreement dated 3/30/98 for Aragon Marina.*

10.3    Lease Agreement dated October 1999 for Stamford Property Marina.*

10.4    Letter of Intent for vessel construction.  **

10.5.1  Employment Agreement with John Ferreira.  ***

10.5.2  Employment Agreement with Anthony Cappaze.  ***

10.5.3  Employment Agreement with Anthony Colasanti.  ***

21.1    Subsidiaries of the Registrant.*

27.1    Financial Data Schedule.  Filed herewith.

___________
*  Incorporated by reference from the Company's Registration Statement on Form
10-SB, File No. 0-29205.

**  Incorporated by reference from the Company's Form 10-KSB/A No. 1 for the
fiscal year ended December 31, 1999, File No. 0-29205.

***  Incorporated by reference from the Company's Registration Statement on Form
10-SB/A No. 1, File No. 0-29205.