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


                                   FORM 10-KSB/A
                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended December 31, 2000        Commission File No. 0-26569


          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                 For the transition period from______to_________


                              GATLIN HOLDINGS, INC.
                    -----------------------------------------
                    (Exact name of registrant in its charter)

                     (Formerly known as SALEOUTLET.COM, INC.)



          Nevada                                         88-0399260
-----------------------------              ------------------------------------
State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


350 East Michigan Avenue, Suite 410
     Kalamazoo, Michigan                                   49007
-----------------------------------                   ---------------
(Address of principal executive                          (Zip Code)
offices)


Registrant's telephone number, including area code:  (616) 349-3971


Securities registered under Section 12(b) of the Exchange Act: None Securities
registered under Section 12(g) of the Exchange Act:

                    Common Stock, $ 0.001 par value per share
                    -----------------------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports, and (2) has been
subject to such filing requirements for the past 90 days.

YES [X]         NO


<PAGE>


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

Issuer's revenues for its most recent fiscal year. $ 451,524

The aggregate market value of the voting Common Stock held by non-affiliates
of the Registrant as of December 31, 2000: $1,311,762.

As of December 31, 2000 the Registrant had 11,925,126 shares of Common Stock
outstanding.



<PAGE>    2


                                     PART I

Item 1.  Description of Business (See Item 14. Subsequent Events - Item 14 is
an integral part of this Form 10-K/SB and should be read in conjunction with
all other items.)
-----------------------------------------------------------------------------

(a)   General Business Development
      ----------------------------

      History
      -------

      Gatlin Holdings, Inc., formerly know as Saleoutlet.Com, Inc.
("Saleoutlet" or "Gatlin" or the "Company"), was incorporated in Nevada on
September 1, 1995. The Company was formed specifically to seek viable
businesses or enterprises to acquire but had not located such a candidate.
From inception until March 1, 1999, the Company had no operations and
conducted no business.

      In March 1999, then current management of the Company successfully
negotiated with a small group of individuals who had many years of marketing
experience and were poised to introduce an Internet based consumer driven
business. As a result, former management resigned and a new Board of Directors
and management team was installed. The Company changed its name to
Saleoutlet.Com, Inc. and in May 1999 the Company launched its new Internet-
based business.

      On July 1, 1999, the Company filed a Form 10-SB registration statement
with Securities and Exchange Commission ("SEC") which became effective in
August 1999. Since such time, the Company has been subject to the reporting
requirements of the Securities Exchange Act of 1934.

      (b)  Business of the Company
           -----------------------

           Principal Products and Services and Their Markets
           -------------------------------------------------

      The Company offers its clients their own "sale site" where, for a flat
fee, each client can offer 20 items for sale at a time. The client maintains
the sale site for a limited period of time, based on renewals and/or terms.
The client is able to update prices, copy or products for a flat per-item
charge after the first 20 items, and for a yearly maintenance fee, can make
unlimited changes. The site allows the Company's clients to sell off
overstocks without having to sell these overstocks to a jobber at pennies on
the dollar. It allows the client to set its own price for an item provided it
is at a discounted price within the parameters established by the Company.
The low cost of posting merchandise on the Company web site provides a client
with the potential for a significant return on its investment in a relatively
short period of time. It also allows for a client to maintain its public
image by not selling its overstocks to a wholesaler.

      The items available for sale on the web site range from jewelry to
crystal to golf bags at discounts of 10% to 50% off regular retail prices and


<PAGE>   2


are available 24 hours a day, seven days a week. Currently, the Company offers
items from over 100 clients at a time on its saleoutlet.com web site. It is
anticipated that this number will increase two fold over the next 12 months. A
search for a particular product can be conducted by item, store, category or
price. The search engine searches the entire database of all clients' products
and then displays the matches for the viewer. This allows a customer to shop
all stores of all clients from one search engine. A description and picture of
the item listed for sale are also provided. A customer need only fill one
shopping basket for all items to be purchased regardless of how many stores he
purchases from in one shopping trip. As a result, only one checkout is
required. The Company's software calculates all taxes and shipping and
handling charges and posts all totals. For the quarter ended December 31,
1999, three clients, Lanac Sales, Inc., Zurich US Insurance, and Whatever
Works, accounted for approximately 28 %, 17%, and 12%, respectively, of the
Company's revenues.

    The Company derives its revenue from six sources:

            1) Commissions. The Company receives a 10% commission of the
               sale price on each item sold through its web site, net of any
               shipping, handling or other charges assessed by the client.
               The Company began invoicing clients for commissions on all
               merchandise sold commencing in August 1999 and on a monthly
               basis thereafter. Management expects that this will be a
               material source of the Company's revenue.

            2) Site and Change Fees. Commencing in the first quarter of
               2000, the Company began charging each new client an initial
               site fee for its participation in and selling its products
               through the Company's web site. The Company also currently
               charges its clients for each product change after the first 20
               products listed for sale and will continue to do so. A client
               may also choose to pay a flat fee, which will allow for
               unlimited product changes over a certain time period.

            3) E-Mail Database Rental. The Company intends to rent its
               e-mail name and address database to third parties commencing
               in the third quarter of 2000. This is information that it
               collects through its saleoutlet.com web site. The industry
               rate for this information can vary greatly, from $.05 per
               name and address to as much as $10.00 or more for a single
               name and address based upon specific demographics such as age,
               gender, income, interests, etc. Management expects that this
               will represent a material source of the Company's revenue in
               the future.

            4) Web Site Creation. The Company has generated revenue by
               charging fees for the creation, design and building of web
               sites for its clients which will effectively be an
               enhancement of the "mini" sites it designs and builds for
               clients for use in conjunction with the saleoutlet.com web
               site. The fees are based upon industry standard hourly labor
               rates.

<PAGE>   4


            5) Catalog Design and Marketing. Management's prior experience
               was in the design and production of mail order catalogs for
               their clients. The Company produces traditional retail design
               work but, only if the finished product is also a part of the
               Company's web site. Customarily, fees for these services are
               per page for creative design, per day for photography and per
               hour for film separations and retouching. These prices are
               based on industry standards.

            6) Web Site Advertising. The Company's web site will include
               what is referred to as "banner advertising" which is expected
               to be a significant source of revenue. This is expected to
               begin in the third quarter of 2000. Such advertising will be
               sold to clients and others for a fee, which fee will be based
               on several factors such as time and space. Banner advertising
               fees on web sites customarily average approximately $10 to $50
               for each click per user (CPU). Management does not anticipate
               that it will participate in a barter program for banner ads
               and the Company does not recognize barter revenues.

      The Company began to recognize revenue from operations in June 1999,
approximately one month after the initial launch of its web site. These
revenues were primarily attributable to fees charged to clients for web site
design in connection with their inclusion of products for sale through the
Company's web  site. The Company also immediately recognized revenue from the
initial site fees it began charging new clients commencing in 2000.

      Marketing and Distribution
      --------------------------

      The Company is taking advantage of the growing number of consumers who
purchase merchandise via the Internet by creating a one-stop shopping type of
experience while at the same time providing the benefits of an outlet mall
shopping experience because of the variety of goods available at discounted
prices. To increase client awareness of its web site, the Company purchases
space advertising in trade publications, including "Catalog Age" and "Direct
Magazine", and management attends trade shows throughout the United States. In
addition, the Company also utilizes direct mail and e-mail to reach potential
clients. The Company owns the domain name "saleoutlet.com".

      The Company also rents e-mail lists from third parties and is a member
of link share. Link share is a consortium of approximately 700 companies, each
of which provides free advertising on its web site for all other members. At
the present time, the Company is only using computer-based advertising to
reach potential customers although it does solicit potential clients over the
phone using targeted industry lists of companies. The Company has also
utilized a radio campaign on "WCBS" in New York.

     There are approximately 15,000 catalogs in the marketplace today. Many
of the companies that publish catalogs are seeking ways to take advantage of
the low overhead benefits of the Internet and sell their merchandise on-line.
Management believes that there are thousands of potential clients that will
avail themselves of the Company's services because the Company provides such
potential clients with a cost effective manner to sell their overstocked


<PAGE>    5


merchandise and realize profits other than selling to a liquidator which
typically results in a return of pennies on the dollar. In addition to
liquidating their overstocks, a client also acquires a new buyer and name.
Since the overall cost attributable to name acquisition in the mail order
industry averages approximately $10 to $12 per name, this is a significant
benefit to client. The Company also offers a hyperlink to the client's web
site thereby  directing consumer traffic to them. The Company has created a
web site where customers find items, which are already discounted rather
than going from site to site on a continual basis waiting for items to go on
sale. Management believes that the Company has thereby created a sale search
engine for the Internet.

     In addition to Internet sales on the Company's web site, the Company is
enhancing the customer's shopping experience and convenience by offering an
event reminder and bargain registry. The bargain registry allows a customer
to register search parameters for particular items. When the system locates a
match in its database the customer is automatically e-mailed an alert with a
hot link to take him directly to that item. The event reminder allows a
customer to enter specific dates for which he will receive an e-mail reminder
at a predetermined date prior to those dates. The customer can then use the
web site and the bargain registry to shop for gifts for these events.

     The Company does not maintain an inventory nor stock any merchandise.
It relies upon its clients to provide the listings of the merchandise for sale
and its consumer goods' contacts and its internal marketing expertise to
locate the requested merchandise. The vendor is responsible for delivering the
merchandise ordered directly to the customer.

     The Company is currently leveraging its established assets to launch a
business-to-business (B2B) turnkey e-tail solution for content sites and/or
commerce sites limited by their inventory and/or infrastructure. This
third-party exchange model allows the Company to sell products and marketing
services without an inventory risk and minimal branding to the consumer
market. The Company is currently offering this to solution for
"winfreestuff.com" and "mediamags.com."

      Web sites can use the Company's turnkey e-tail solution to:
merchandise products within their own site environment, in a private label
retail store deriving retail revenue from each transaction gathering, and
using all transaction, sales and customer data, allowing a closer long-term
customer relationship. The Company enables content sites to sell a wide range
of vendor backed products including consumer electronics, computers, crystal,
books, video, audio, games, and software without the need to establish the
fulfillment/distributor/manufacturer relationships to acquire them or
incurring the many burdens of commerce development and maintenance. A value
added for this e-tail solution is that the Company does permit the content
provider to sell its own vendors into the e-tailing solution or become a
vendor themselves, providing a flexible product that is able to satisfy a
variety of company/client business models.

      Competition
      -----------

      The sale of consumer goods over the Internet has exploded in the last
two years. It is anticipated that by the year 2003 consumers will purchase
over $108 billion in products online according to a Forrester Research
Report. In addition, 6.3 million online shoppers will be added to the current


<PAGE>    6


number for each of the next five years representing more than 60 million U.S.
households expected to be purchasing products online. As a result,
competition for the attention of these online consumers and their dollars is
expected to increase dramatically. There may be companies that are initially
better financed and may have greater name recognition.

      One of the Company's competitors is "Catalog City," a three year-old
company that sells all items, which appear in a vendor's catalog thereby
duplicating the catalog and the vendor's web site, if any. In contrast, the
Company only sells 20 of a client's items, none of which appear on its
clients' web site. Since a client's items for sale on the saleoutlet.com web
site are constantly changing, customers will always find new items. This
creates an incentive to return to the site again and again.

     Other competitors include "Skymall", which began its Internet based
business operations approximately four years ago and "Blue Fly", which
commenced operations in 1998. Unlike vendors who sell products through
"Skymall", the Company's clients only sell overstocks and sale items. "Blue
Fly" is an on-line purchaser of merchandise overstocks from a manufacturer at
a significantly reduced fixed cost, which is usually $0.11 on the dollar.
Management believes that their collective years of experience in the catalog
marketing business prior to joining the Company will provide the Company with
the creative and marketing edge necessary to compete effectively and
successfully in the market place. Management further believes that its unique
selling approach of using direct e-mail to the Company's database of
customers, the ability of its clients to potentially achieve a significant
return on its investment in a relatively short time period and the ease of
use for customers differentiates it from other competitors and will create a
positive environment for clients and customers.

      Dependence on Major Customers
      -----------------------------

      While the Company does not anticipate a dependence on any one
particular client in the future, during its early development stage, it
received a majority of revenue from three different clients: Lanac Sales,
Inc., ZurichUS Insurance, and Whatever Works, which in the aggregate
accounted for 53% of revenues in fiscal 1999. The Internet has changed the
way people shop providing convenience and the ability to comparison shop
without leaving their home or office. Customers will log on to several sites
searching for particular items and may periodically check other web sites to
determine if a particular item is now on sale but will look to the Company's
web site for sale items knowing that all merchandise is always priced at a
discount from retail price.  Management expects that once its web site becomes
more popular, it will be included in a "favorites" list of consumers who shop
on-line.

      Retailers have become very aware of the change in consumer shopping
habits and have come to the realization that they must keep pace with these
changes to stay competitive. Due to the ability of consumers to compare price,
product, manufacturer and other factors on-line by the click of a mouse,
retailers know that if they limit themselves to just one Internet address they
run the risk of losing sales. Accordingly, they must include their products
for sale on additional web sites to avail themselves of the greatest exposure
to consumers on the Internet and to continually sell their merchandise.
Further, retailers will also seek a competitive edge by selling merchandise at
or near the same physical location of a competitor. Management believes that


<PAGE>    7


these factors will attract new clients to its web site, including those who
compete in the traditional marketplace.

      Patents and Proprietary Rights
      ------------------------------

      The technology used to power the Company's web site is a designed, web
based e-commerce custom solution. Using the latest available technology, it is
specifically designed to offer a user- friendly shopping interface together
with an extremely powerful management system. The Company does not currently
own any patents or copyrights but does own a federally registered trademark
for its name, "Saleoutlet.com", and its logo. It does not have any software or
other license agreements at the present time.

The Company regards its trade secrets and similar intellectual property as
valuable to its business, and will rely on trademark law, trade secret
protection and confidentiality agreements now and copyright law, and/or
license agreements possibly in the future, with its employees, partners and
others to protect its proprietary rights. The Company currently requires that
each employee execute a confidentiality agreement. There can be no assurance
however that the steps taken by the Company will be adequate to
prevent misappropriation or infringement of its intellectual property.

      Governmental Approvals and Regulations
      --------------------------------------

      At this point in time, there is no need for government approval of the
Company's principal products or services. The Company will be subject, both
directly and indirectly, to various laws and regulations relating to its
business, although there are few laws or regulations directly applicable to
access to the Internet. However, due to the increasing popularity and use of
the Internet, it is possible that a number of laws and regulations may be
adopted with respect to the Internet. Such laws and regulations may cover
issues such as user privacy, pricing, content, copyrights, distribution, sales
and other use taxes and characteristics and quality of products and services.
Furthermore, the growth and development of the market for online commerce may
prompt calls for more stringent consumer protection laws that may impose
additional burdens on those companies conducting business online.

      The enactment of any additional laws or regulations may impede the
growth of the Internet, which could, in turn, decrease the demand for the
business, or otherwise have an adverse effect on the Company. The
applicability to the Internet of existing laws in various jurisdictions
governing issues such as property ownership, sales and other taxes, contests
and sweepstakes, libel, personal privacy, rights or publicity, language
requirements and content restrictions, is uncertain and could expose the
Company to substantial liability.

      In addition, several telecommunications carriers are seeking to have
telecommunications over the Internet regulated by the Federal Communications
Commission (the "FCC") in the same manner as other telecommunications
services. For example, America's Carriers Telecommunications Association has
filed a petition with the FCC for this purpose. In addition, because the
growing popularity and use of the Internet has burdened the existing
telecommunications infrastructure and many areas with high Internet use have
begun to experience interruptions in phone service, local telephone carriers,


<PAGE>    8


such as Pacific Bell, have petitioned the FCC to regulate Internet service
providers and online service providers in a manner similar to long distance
telephone carriers and to impose access fees on such providers. If either of
these petitions is granted, or the relief sought therein is otherwise granted,
the costs of communicating on the Internet could increase substantially,
potentially slowing the growth in use of the Internet.

      Any such new legislation or regulation or application or interpretation
of existing laws could have an adverse effect on the Company's business,
results of operations and financial condition. U.S. and foreign laws regulate
certain uses of customer information and development and sale of mailing
lists. The company believes that it is in material compliance with such
laws, but new restrictions may arise in this area that could have an adverse
affect on the Company.


      The Company anticipates that it will have no material costs associated
with compliance with either federal, state or local environmental law.

      Research and Development Costs
      ------------------------------

      The Company intends to establish a small research and development
team, composed of both core and rotating engineering and marketing personnel,
who will develop and adopt new products, services, equipment, software and
tools. The Company believes that the results of this work will allow the
Company to enhance its services as well as its ability to provide those
services effectively.  During the 2000 fiscal year, Saleoutlet did not incur
significant costs in connection with research and development. Such costs
approximated $65,000 in the period between mid-March and early May 1999. The
Company currently uses Bit x Bit, a New York City based interactive web
development company specializing in web based e-commerce management
solutions, to improve and update its web site technology.

      Employees
      ---------

      As of December 31, 2000, Saleoutlet had two(2) full-time employees and
one (1) part-time employee. The Company also employs independent contractors
and other temporary employees. None of the Company's employees are
represented by a labor union, and the Company considers its employee
relations to be good.  The Company expects the number of employees to grow
significantly over the next twelve months. The areas of growth are anticipated
to be in sales, vendor account services, technical support and customer
service. This will result from the anticipated increase in vendors on the web
site, which, in turn, will require additional customer and vendor support.
Competition for qualified personnel in certain areas of the Company's industry
is intense, particularly among software development and other technical staff.
The Company believes that its future success will depend in part on its
continued ability to attract, hire and retain qualified personnel.


<PAGE>   9


Item 2. Properties. (See Item 14. Subsequent Events - Item 14 is an integral
part of this Form 10-K/SB and should be read in conjunction with all other
items.)
----------------------------------------------------------------------------

    The Company's executive offices are located in, and substantially all
of its operating activities are conducted from, leased office space located at
132 West 21st Street, New York, New York. The Company sublets its office space
from Z. Michaels, Inc., a company owned by the president of the Company and
its chief operating officer, at a per square foot rental rate that management
believes is significantly lower than the price it would pay for comparable
space in the same geographic location. The subleased space is comprised of
approximately 5,000 square feet and the monthly rental fee is $4,500 per month
which is the same rate being paid by Z. Michaels, Inc. There are approximately
18 months remaining under the terms of the lease between Z. Michaels, Inc. and
the unaffiliated, third party landlord. The Company believes that it will be
able to obtain suitable space as needed and has the physical ability to
acquire additional office space at its current location. The Company is not in
the business of investing in real estate or real estate mortgages and does not
own any real estate.


Item 3.   Legal Proceedings (See Item 14. Subsequent Events - Item 14 is an
integral part of this Form 10-K/SB and should be read in conjunction with all
other items.)
-----------------------------------------------------------------------------


      The Company is not involved in any legal proceedings.



Item 4.   Submission of Matters to a Vote of Security Holders. (See Item 14.
Subsequent Events - Item 14 is an integral part of this Form 10-K/SB and
should be read in conjunction with all other items.)
-----------------------------------------------------------------------------


      No matter was submitted to the vote of security holders during the
year ended December 31, 2000.



                                Part II

Item 5.   Market for Common Equity and Related Stockholde Matters. (See Item
14. Subsequent Events - Item 14 is an integral part of this Form 10-K/SB and
should be read in conjunction with all other items.)
----------------------------------------------------------------------------

      The Company's Common Stock is quoted on the NASD Electronic Bulletin
Board (OTC: BB) under the trading symbol "SLET". The following table sets
forth the highest and lowest bid prices for the Common Stock for each calendar
quarter and subsequent interim period since the Common Stock commenced actual
trading in January 1999, as reported by the National Quotation Bureau, and
represent interdealer quotations, without retail markup, markdown or
commission and may not be reflective of actual transactions.

<TABLE>
<CAPTION>

                              High Bid         Low Bid          Close
                              --------         -------		-----
<S>                           <C>              <C>              <C>
Fiscal 2000
-------------
First Quarter                   4.3125          2.6875           2.875
Second Quarter                  1.5             1.315            1.315
Third Quarter                   0.75            0.625            0.625
Fourth Quarter                  0.11            0.11             0.11
January 2, 2001
Through March 30, 2001          1.34            1.19             1.25

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

</TABLE>


<PAGE>    10


      The Company presently is authorized to issue 50,000,000 shares of
Common Stock, of which 11,925,126 shares were outstanding as of December 31,
2000.

Holders
-------

      There were approximately 71 holders of record of the Company's Common
Stock as of December 31, 2000.


Dividends
---------

      The Company has not declared or paid cash dividends on its Common
Stock since its inception and does not anticipate paying such dividends in the
foreseeable future. The Company plans to retain any future earnings for use in
the Company's business.


Item 6.   Management's Discussion and Analysis of Financial Condition and
Results of Operations (See Item 14. Subsequent Events - Item 14 is an integral
part of this Form 10-K/SB and should be read in conjunction with all other
items.)
------------------------------------------------------------------------------

Results of Operations
---------------------

      Year Ended December 31, 2000 Compared to December 31, 1999.

      During the year ended December 31,2000, the Company had revenues from
sales generated from catalog design, photography, and commissions of
approximately $451,524 compared to $160,000  revenues during the same period
in 1999.

General and administrative expenses also increased in the same period of
2000 to approximately $1,292,503 from $880,000 in the comparable period in
1999. This increase is directly related to the expansion of the Company's
business operations in the last quarter of the 1999 and fiscal year 2000 and
is attributable to officer and employee salaries, rent and additional overhead
and operating expenses of the business.

     The Company currently has six (6) full time employees and one (1) part
time employee. Management does not expect to hire any additional employees.

     From time to time the Company may evaluate potential acquisitions
involving complementary businesses, content, products or technologies. The
Company has no present agreements or understanding with respect to any such
acquisition. The Company's future capital requirements will depend on many
factors, including the entrance into strategic alliances, increases in
advertising, marketing and promotions, growth of the Company's customer base,
economic conditions and other factors including the results of future
operations.


<PAGE>    11


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

      As of December 31, 2000 the Company's cash balance was $25,940, as
compared to $338,143 at December 31, 1999. The Company had a negative cash
flow for the year ended December 31, 2000.

      Financing activities through the sale of convertible debt and Common
Stock generated cash in the aggregate amount of $1,572,926.

      Impact of Inflation
      -------------------

      Although the Company has not attempted to calculate the effect of
inflation, management does not believe inflation has had or will have a
material effect on its results of operations.

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

      In connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995(the "Reform Act"), the Company is
providing cautionary statements identifying important factors that could cause
the Company's actual results to differ materially from those projected in
forward-looking statements made herein. Any statements that express, or
involve discussions as to, expectations, beliefs, plans, objectives,
assumptions of future events or performance are not statements of historical
facts and may be forward-looking. These forward-looking statements are based
largely on the Company's expectations and are subject to a number of risks and
uncertainties, including but not limited to, economic, competitive,
regulatory, growth strategies, available financing and other factors discussed
elsewhere in this report and in documents filed by the Company with the SEC.
Many of these factors are beyond the Company's control. Actual results could
differ materially from the forward-looking statements made. In light of these
risks and uncertainties, there can be no assurance that the results
anticipated in the forward-looking information contained in this report will,
in fact, occur.  Any forward-looking statement speaks only as of the date on
which such statement is made, and the Company undertakes no obligation to
update any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of unanticipated events. New factors emerge from time to time and
it is not possible for management to predict all of such factors, nor can it
assess the impact of each such factor on the business or the extent to which
any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.


Item 7.   Financial Statements (See Item 14. Subsequent Events - Item 14 is an
integral part of this Form 10-K/SB and should be read in conjunction with all
other items.)
------------------------------------------------------------------------------

      The financial statements of the Company required by Regulation S-B are
attached to this Report. Reference is made to Item 13 below for an index to
the financial statements and financial statements schedules.


<PAGE>    12


Item 8.   Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure. (See Item 14. Subsequent Events - Item 14 is an integral
part of this Form 10-K/SB and should be read in conjunction with all other
items.)
------------------------------------------------------------------------------

      Management is not aware, and has not been advised by any predecessor
accountants, of any disagreement on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope and procedure.

      As disclosed in the Company's Form 10-SB, effective August, 1999, the
Company changed auditors but not as a result of any disagreements with its
former auditors. The Company's current auditor is Tedder, James, Worden &
Associates, P.A.



                                    Part III

Item 9.   Directors, Executive Officers, Promoters and Control Persons (See
Item 14. Subsequent Events - Item 14 is an integral part of this Form 10-K/SB
and should be read in conjunction with all other items.)
-----------------------------------------------------------------------------


   (a) Identification of Directors and Executive Officers
       --------------------------------------------------

       As of December 31, 2000, the directors and executive officers of the
Company, their ages, positions in the Company, the dates of their initial
election or appointment as director or executive officer, and the expiration
of the terms as directors are as follows:

                                                               Period Served
Name                  Age      Position                        As Director*
----                  ---      --------                        -----------

Michael Aronowitz     36       President, CEO and Director     March 1999 to
                                                               01/17/2001

Jefferson Barr        37       Vice President, Secretary       March 1999 to
                               and Director                    01/17/2001

Lawrence Brown        54       Director                        April 1999 to
                                                               01/17/2001
----------------------------------

   *  The Company's directors are elected at the annual meeting of
stockholders and hold office until their successors are elected and qualified.
The Company's officers are appointed by the Board of Directors and serve at
the pleasure of the Board and subject to employment agreements, if any,
approved and ratified by the Board.

      Michael Aronowitz, age 36, has been president, chief executive officer
and a director of the Company since March 1999. From 1991 to March 1999, he
was President of Z. Michaels NY, Inc., a full service direct mail agency,
which he founded in 1991. Z. Michaels designed and produced catalogs for
specific target markets. Z Michaels has wound down its operations and will
cease all business operations by May 2000. From 1984 to 1991, Mr. Aronowitz
was employed as sales manager for Concepts in Color, a catalog design and
marketing company located in New York.


<PAGE>    13

      Jefferson Barr, age 37, has been vice-president, secretary and a
director of the Company since March 1999. From 1995 to March 1999, he was
vice-president of Z. Michaels NY, Inc. From 1992 until 1995, Mr. Barr was
president of Mod Graphics, Inc., a company which specialized in the creation,
production and marketing of direct mail advertising and mail order catalogs.
From 1989 to 1992, he was the creative director for Avirex USA and The Cockpit
Catalog, a wholesale manufacturer and retail catalog of sportswear apparel and
authentic aviation clothing and accessories. Mr. Barr received his Bachelor of
Fine Arts degree in illustration and communication from the Parsons School of
Design.

     Lawrence Brown, age 54, has been a director of the Company since April
1999. Since 1981, Mr. Brown has been a partner in Professional Product
Research, a closely held company, and has responsibility for new product sales
to over 100 domestic and foreign catalogs. For the past 25 years, Mr. Brown
has been involved in the direct mail industry with experience in catalogs,
lead generation, merchandising and creative development. He has assisted in
the development of catalogs in Canada and South America and managed the "Dr.
Leonard" catalog from concept to its position as the largest health care
catalog in the world.

     (b) Directorships
         -------------

     None of the Company's executive officers or directors is a director of
any company with a class of equity securities registered pursuant to section
12 of the Exchange Act or subject to the requirements of Section 15(d) of the
exchange Act or any company registered as an investment company under the
Investment Company Act of 1940.

     (c) Identification of Certain Significant Employees
         -----------------------------------------------

     In addition to Messrs. Aronowitz and Barr, the Company employs two key
individuals:

     Christopher Stys, age 37, was the Company's part-time creative
director from March 1999 to December 1999 and became the full-time Director of
Creative Design in January 2000. From 1995 to January 2000, Mr. Stys was
secretary and treasurer of Z. Michaels NY, Inc. From 1992 to 1995, he was
vice-president of Mod Graphics, Inc. and from 1990 to 1992, he was the art
director for Avirex USA. Mr. Stys received his Bachelor of Fine Arts degree
from Edinboro University.

     Amy Gottenberg, age 31, has been vice-president of marketing and
business development for the Company since June, 1999 From 1997 to June, 1999,
she was a consultant to Meisel, Inc., a software distribution company, and
Veritel Corporation, a voice recognition company, on matters relating to sales
and business development. From 1996 to 1997, she was manager of electronic
financial services for Donnelley Financial, a R.R. Donnelley & Sons company.
From 1995 to 1996, Ms. Gottenberg was director of media products and services
for Jupiter Communications. From 1994 to 1995, she was a new media and
emerging technologies analyst for Simon & Schuster. From 1991 to 1994, Ms.
Gottenberg was a consultant to AT&T, The Voyager Company and Futurevision
Entertainment.  She is a member of New York New Media and Venice Interactive
Community, two online trade associations. Ms. Gottenberg received her Bachelor
of Science degree in mass communications from Boston University and her Master


<PAGE>    14


of Professional Studies, Interactive Telecommunications Program, from New York
University.

      (d) Family Relationships
          --------------------

      There are no family relationships between the directors,
executive officers or any other person who may be selected as a director or
executive officer of the Company.


Item 10.   Executive Compensation (See Item 14. Subsequent Events - Item 14
is an integral part of this Form 10-K/SB and should be read in conjunction
with all other items.)
---------------------------------------------------------------------------

      The Company did not compensate prior management in the years ended
December 31, 1998, 1997 and 1996 since it was inactive during those years. The
Company commenced compensating Messrs. Aronowitz, Barr and Brown since they
were appointed to their respective positions in March 1999. None of the
Company's executive officers earned more than $100,000 during the years ended
December 31, 2000, 1999, 1998, 1997 and 1996.


<TABLE>
<CAPTION>


                                                      Summary Compensation Table

                                                                        Long Term Compensation
                                                                    ------------------------------
                              Annual Compensation                      Awards              Payouts
                        ---------------------------------------        ------              -------

Name and                                               Annual     Restricted    Under-                 Other
Principal                                              Compen-    Stock         lying          LTIP    Comp-
Position             Year      Salary       Bonus      sation     Awards        Options      Payouts   ensation
---------            ----      ------       -----      ------     ------        -------      -------   --------
                                                                                (1)(3)       (2)(3)
<S>                  <C>       <C>          <C>       <C>         <C>           <C>          <C>          <C>
Michael Aronowitz,    2000     $52,135       None      $52,135     1,560,000     None         None         None
President, and
Director
                      1999     $52,135       None      $52,135     1,560,000     550,000      None         None

Jefferson Barr, Vice  2000     $52,135       None      $52,135     1,470,000     None         None         None
President, Secretary
and Director
                      1999     $52,135       None      $52,135     1,470,000     550,000      None         None

Lawrence Brown,       2000      $2,000       None       $2,000     10,000        None         None         None
Director
                      1999      $2,000       None       $2,000     10,000        40,000       None         None

</TABLE>

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


<PAGE>    15


(1)	Messrs. Aronowitz and Barr received 1,560,000 and 1,470,000 shares,
respectively, of the Company's Common Stock upon being appointed to the
Company's Board of Directors and as executive officers of the Company.

(2) 	Messrs. Aronowitz's and Barr's August 1999 employment agreements each
provide for the issuance of options to purchase 200,000 shares of Common Stock
at an exercise price of $1.25 per share based upon the fair market value of a
share of Common Stock as of August 11, 1999, the effective date of the
employment agreements, which are exercisable for the term of their respective
employment with the Company but no longer than ten years from the date of
grant. In addition, on December 10, 1999, the Board of Directors granted each
of them options to purchase 350,000 shares of the Company's Common Stock at
an exercise price of $1.34 per share which was the fair market value per share
of the Company's Common Stock on the date of grant. Such options are
exercisable upon the earlier to occur of (i) exercise of the options in full
(ii) 90 days after termination of employment with the Company, or (iii) ten
years from the date of grant.

(3)     Mr. Brown received 10,000 shares of the Company's Common Stock in
connection with his appointment to the Board of Directors in June 1999 and
will receive 10,000 shares for each year he serves in such capacity. In
November 1999, he was granted an option, ratified by the Board of Directors
on December 10, 1999, to purchase 40,000 shares of the Company's Common Stock
at an exercise price of $1.25 per share which was the fair market value per
share of Common Stock on the date of grant. The option is exercisable upon the
earlier to occur of (i) exercise in full of the option, or (ii) ten years from
the date of grant.

Compliance With Section 16(a) of the Exchange Act
-------------------------------------------------

      All reports required by Section 16(a) of the Exchange Act were not
filed on a timely basis by all directors, officers and beneficial owners of
more than ten percent (10%) of any class of equity securities of the Company
registered pursuant to Section 12 of the Act. The Initial Statements of
Beneficial Ownership on Form 3 for Messrs. Aronowitz, Barr, Stys and Brown
were filed in December 1999.

      Option Grants in 2000
      ---------------------

      200,000 options were approved during the fiscal year 2000.


      Aggregated Option/SAR Exercises and Fiscal Year End Options/SAR Value
      Table
      ---------------------------------------------------------------------

None

      Long Term Incentive Plan ("LTIP") Awards Table
      ----------------------------------------------

None


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

      Non-employee directors receive 10,000 shares of the Company's Common
Stock for each year they serve on the Board of Directors. In addition, they
each receive $400 for each meeting of the Board of Directors that they attend.


<PAGE>    16


      Employment Contracts and Termination of Employment
      and Change in Control Arrangements
      --------------------------------------------------

      The Company entered into five (5) years employment agreements with
Michael Aronowitz, President of the Company and a director, and Jefferson
Barr, vice president and secretary of the Company and a director, effective
August 11, 1999.  Pursuant to these employments agreements, Mr. Aronowitz and
Mr. Barr are being compensated for their services at the rate of $75,000 per
year in the first year and shall receive a 10% salary increase on each
one-year anniversary of their employment agreements. The Company's Board of
Directors may increase the salary as it deems appropriate. Pursuant to the
terms of their respective employment agreements, they were each granted
options to purchase an aggregate of 200,000 shares of the Company's Common
Stock at an exercise price of $ 1.25 per share based upon the fair market
value per share of the Common Stock on August 11, 1999, the effective date of
the employment agreements.  On December 10, 1999, the Board of Directors
granted each of Mr. Aronowitz and Barr options to purchase an aggregate of
350,000 shares of the Company's Common Stock at an exercise price of $1.34
per share based upon the fair market value per share of the Common Stock on
the date of grant.

      The options are exercisable at any time, in whole or in part, during
the term of their respective employment with the Company but no longer than
ten years from the date of grant. The options are in addition to the
1,560,000 shares and 1,470,000 shares, respectively, Messrs. Aronowitz and
Barr received after being appointed as officers and directors of the Company
in March 1999.  These shares were issued as an incentive bonus to join the
Company and develop an operating business and were valued at $.01 per share
which was believed by then current management to be the fair value for the
services to be received.  The shares were issued at a time when there was no
market for the Company's stock and before the Company began selling any
shares of stock.

       The employment agreements provide that if Messrs. Aronowitz and Barr
are terminated by the Company without cause (as defined in the employment
agreements), each will be entitled to receive the lesser of (i) his base
salary for one year from the date of termination plus the cash value of any
accrued benefits, or (ii) the aggregate amount of his base salary plus the
cash value of any benefits during the balance of the term of the agreements.

      The employment agreements also provide that Messrs. Aronowitz and Barr
will not, during the term of the agreements or thereafter, disclose any
confidential information of the Company without the prior written approval of
the Company. Further, they will not during the term of the agreements and for
a period of one (1) year thereafter, participate in any business or other
enterprise that competes with the Company or solicit any of the Company's
employees or customers or otherwise interfere with the Company's relationships
and business.

      Report on Repricing of Options/SARS
      -----------------------------------

None


<PAGE>    17


Item 11.  Security Ownership of Certain Beneficial owners and Management  (See
Item 14. Subsequent Events - Item 14 is an integral part of this Form 10-K/SB
and should be read in conjunction with all other items.)
------------------------------------------------------------------------------

      (a)  Security Ownership of Certain Beneficial Owners
           -----------------------------------------------

      The following table sets forth as of December 31, 2000 the ownership of
Common Stock by persons known to the Company to own beneficially more than 5%
of the outstanding shares of the Company's Common Stock:

<TABLE>
<CAPTION>
                        Name and Address               Amount and Nature               Percent
Title of Class         of Beneficial Owner        of Beneficial Ownership (1)        of Class (2)
---------------        -------------------        ---------------------------        ------------
<S>                   <C>                          <C>                                <C>
Common                Michael Aronowitz                   1,560,000                       21.9%
Stock                 132 West 21st Street
                      New York, NY 10011

Common                Jefferson Barr                      1,470,000                       20.9%
Stock                 132 West 21st Street
                      New York, NY 10011

Common                Christopher Stys                    1,470,000                       19.3%
Stock                 132 West 21st Street
                      New York, NY 10011

Common                Roger Tichenor                        500,000                        5.5%
Stock                 605 Crescent Executive Ct.
                      Suite 300
                      Lake Mary, FL 32746
</TABLE>

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


(1)  All shares are owned directly by all listed persons. These amount do not
include presently exercisable options of 550,000 shares for each of Messrs.
Aronowitz and Barr and 350,000 shares for Mr. Stys.


(2)  Percentages are calculated to include all presently exercisable options
of 550,000 shares for each of Messrs. Aronowitz and Barr exercisable at $1.25
for 200,000 shares and $1.34 for 350,000 shares, and 350,000 shares for Mr.
Stys exercisable at $1.34 per share, all calculated in accordance with Rule
13(d)(1).



<TABLE>
<CAPTION>
                       Name and Address                Amount and Nature                Percent
Title of Class        of Beneficial Owner          of Beneficial Ownership(1)(2)      of Class (3)
---------------       -------------------          ---------------------------        ------------
<S>                   <C>                          <C>                                <C>

Common Stock          Michael Aronowitz                   1,560,000                       17.2%
                      132 West 21st Street
                      New York, NY 10011

Common Stock          Jefferson Barr                      1,470,000                       16.3%
                      132 West 21st Street
                      New York, NY 10011

Common Stock          Lawrence Brown                         10,000                          *
                      27 Wolver Hollow Road
                      Old Brookville, NY 11545
All officers and
  directors as a
  group (3 persons)                                       3,040,000                       33.5%

</TABLE>

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

* Less than 1%

<PAGE>    18


(1)   All shares are owned directly by the listed individuals.

(2)   Does not include presently exercisable options for 550,000, 550,000 and
40,000 shares of Common Stock, respectively, for Messrs. Aronowitz, Barr and
Brown.

(3)   Percentages are calculated to include all presently exercisable options
of 550,000 shares for each of Messrs. Aronowitz and Barr exercisable at $1.25
per share for 200,000 shares and $1.34 for 350,000 shares, and 40,000 shares
for Mr. Brown exercisable at $1.25 per share, all calculated in accordance
with Rule 13(d)(1).


      (c) Changes in Control (See Item 14. Subsequent Events - Item 14 is
an integral part of this Form 10-K/SB and should be read in conjunction with
all other items.)

      As of December 31, 2000 there was no arrangement which may result in
a change of control.



Item 12. Certain Relationships and Related Transactions (See Item 14.
Subsequent Events - Item 14 is an integral part of this Form 10-K/SB and
should be read in conjunction with all other items.)
------------------------------------------------------------------------

      During the past two (2) years, the Company has not entered into a
transaction with a value in excess of $60,000 with a director, officer or
beneficial owner of 5% or more of the Company's Common Stock, except as
disclosed in Item 2. Properties, Item 10. Executive Compensation and the
following paragraphs:

      During the year ended December 31, 1999, the Company hired Z.
Michaels, Inc., a company controlled by the officers of the Company for
various promotional material related expenses. Such expenses amounted to
approximately $76,000 for the year.

      In June 1999, Lawrence Brown received 10,000 shares of the Company's
Common Stock upon appointment to the Board of Directors and will receive
10,000 additional shares for each year he serves as a member of the Board of
Directors.  The Company valued these shares at $1.00 per share which
management believed was the fair value for the services to be received. Every
non- employee director shall also receive 10,000 shares for each year of
service on the Board and $400 for each meeting of the Board of Directors
attended.

      On March 10, 1999, the Company entered into a Consulting Agreement
with Roger Tichenor to provide services to the Company. Such services include
consultation with respect to business structure and corporate development,
new projects and growth strategies, identifying possible mergers,
acquisitions and joint ventures and strategic planning. As compensation for
these services, Mr. Tichenor received 500,000 shares of Common Stock. The
Company valued these shares at $1.00 per share which management believed to
be the fair value for the services to be received over the term of the
Consulting Agreement. The shares were issued before the Company began selling
stock at $1.50 per share. The shares issued to Mr. Tichenor were issued in


<PAGE>    19


reliance on an exemption from registration contained in Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act"), and the
certificate representing such shares bears a restrictive legend reflecting
the limitations on future transfer of the shares.

      The Company was organized in September 1995 by Andrew W. Berney,
Douglas Ansell and Bruce N. Barton who served as President, Secretary and
Treasurer, respectively, of the Company and as directors from September 1995
until March 1999. Each of Messrs. Berney, Ansell and Barton purchased
1,000,000 shares of the Company's common stock at $.001 per share in
September 1995 .


Item 13. Exhibits, Financial Statements and Reports on Form 8-K. (See Item
14. Subsequent Events - Item 14 is an integral part of this Form 10-K/SB and
should be read in conjunction with all other items.)
----------------------------------------------------------------------------


     (a) Documents filed as part of this Report:
         ---------------------------------------

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

     (b) Reports on Form 8-K
         -------------------

         b(1)  8-K, filed by the Company on February 5, 2001, and
               incorporated by reference into this 2000 filing of its
               10-K/SB.

         b(2)  8-K/A, filed by the Company on March 19, 2001, and
               incorporated by reference into this 2000 filing of its
               10-K/SB.


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

        (2)     Articles of Incorporation, as amended, filed as an exhibit
                and incorporated by reference to the Company's Form 10-SB
                filed on July 1, 1999.

        (3)     Bylaws filed as an exhibit and incorporated by reference to
                the Company's Form 10- SB filed on July 1, 1999.



<PAGE>    20


Item 14.  Subsequent Events.
----------------------------

     On January 17, 2001 the registrant, Saleoutlet.com, Inc. completed a
share exchange with Gatlin Holdings, Inc., an Indiana corporation.  As a
result of this share exchange, the registrant will acquire a significant
amount of new assets including real estate, liquor licenses and fixtures and
other improvements.  The essential terms of the Share Exchange are:

     a.  The registrant will be the surviving corporation with the target
         initially being a subsidiary of the registrant; and
     b.  The target shareholders (of Gatlin Holdings, Inc.) will exchange
         100% of the issued and outstanding shares of Gatlin Holdings, Inc.
         for 2,039,254 shares of the registrant, on a pro rata basis.
     c.  The target, Gatlin Holdings, Inc. an Indiana corporation, will be
         dissolved in Indiana after the share exchange; and
     d.  The registrant will assume all assets and liabilities of the
         target; and
     e.  The target shareholders will, after the completion of the
         transaction, control a majority of the voting rights of the
         registrant; and
     f.  The registrant is not subject to the control share requirements of
         NRS 78.378, as provided for in its Articles of Incorporation; and
     g.  A new board of directors of the issuer was elected.


     A copy of the Plan of Share Exchange was attached to the previously
filed Form 8-K/A as Exhibit 2.

     As of Monday, February 5, 2001, the company began trading on the NASD
OTC Bulletin Board under the new symbol of "GTHI".


Business of the Registrant:
---------------------------

      At the time of the Share Exchange, the registrant, for all practical
purposes, was not a "going concern."  The registrant had no remaining
customers for its services, had no revenues, and no account receivables. As a
result, the registrant was not actively engaged in business.  The only asset
of the company, the name "Sale Outlet.com" was offered for sale to the
previous officers and directors of the company, however, the offer was
declined.  Therefore, the registrant is the owner of the name "Sale
Outlet.com."

Resignation of Registrant's Directors
-------------------------------------

     The entire Board of Directors of the registrant resigned as of January
15, 2001.  The shareholders of the registrant, on January 15, 2001 elected
the following to the Board of Directors:  Wesley Van Dam, Jon Newby and Steve
Burhoe.  The newly elected directors will serve until the next regular annual
meeting of the shareholders, or until otherwise removed.



                                SIGNATURES
                                ----------

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

                                      Gatlin Holdings, INC.


Date:  May 24, 2001                   By:  /s/ Wes Van Dam
                                          ---------------------------------
                                          Wes Van Dam
                                          President/ CEO


<PAGE>    21


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

     Name                             Title                         Date
     ----                             -----                         ----
/s/ Wes Van Dam                  Chairman & Director             May 24, 2001
---------------------------
Wes Van Dam



/s/ John Newby                   Vice President, Secretary       May 24, 2001
---------------------------         and Director
John Newby




<PAGE>    22


                             SALEOUTLET.COM, INC.
                          (a development stage company)


                              FINANCIAL STATEMENTS


                                DECEMBER 31, 2000


Contents


                                                                       Page
                                                                       ----

Financial Statements

   Independent auditors' report                                         F-2


   Balance sheet as of December 31, 2000                                F-3


   Statement of operations for the year ended December 31, 2000
   and for the period September 1, 1995 (inception) through
   December 31, 2000                                                    F-4


   Statement of changes in stockholders' equity for the period
   September 1, 1995 (inception) through December 31, 2000              F-5


   Statement of cash flows for the year ended December 31, 2000
   and for September 1, 1995 (inception) through December 31, 2000      F-6


   Notes to financial statements                                        F-7



<PAGE>    F-1



INDEPENDENT AUDITORS' REPORT


To the Stockholders and Board of Directors of
	Saleoutlet.com, Inc.:

We have audited the accompanying balance sheet of Saleoutlet.com, Inc.
(a development stage company) (the "Company") as of December 31, 2000
and the related statements of operations, stockholders' equity, and
cash flows for the year then ended.  These financial statements are
the responsibility of Company's management.  The financial statements
of Saleoutlet.com, Inc. as of and for the year ended December 31, 1999
and for the period from September 1, 1995 (inception) to December 31,
1999,  were audited by other auditors whose report dated April 11,
2000 on those statements included an explanatory paragraph describing
conditions that raised substantial doubt about the Company's ability
to continue as a going concern.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Saleoutlet.com, Inc. as of December 31, 2000 and the results of their
operations and their cash flows for the year then ended in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note A to
the financial statements, the Company has suffered losses during the
development period and has negative working capital.  These factors
raise substantial doubt about the Company's ability to continue as a
going concern.  Management's plan regarding these matters are also
described in Note A to the financial statements.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.



/s/Tedder, James, Worden & Associates, P.A.


Orlando, Florida
May 24, 2001





<PAGE>    F-2


                             SALEOUTLET.COM, INC.

                                Balance Sheet

                              December 31, 2000


                   Assets                                   2000
                   ------                                ---------
Current assets:
  Cash and cash equivalents                              $  25,940
  Accounts receivable                                       24,722
                                                         ---------
    Total assets                                            50,662
                                                         =========


      Liabilities and Stockholders' Equity
      ------------------------------------

Current liabilities:
  Accounts payable and accrued expenses                  $ 213,192
  Note Payable                                              20,000
                                                         ---------
    Total liabilities                                      233,192

Stockholders' equity:
  Common stock - $.001 par value; 50,000,000 shares
    authorized; 11,925,126 shares issued
    and outstanding                                         11,925
  Additional paid-in capital                             3,432,371
  Defecit accumilated during the development stage      (3,626,826)
                                                         ---------
    Total stockholders' deficit                           (182,530)
                                                         ---------
    Total liabilities and stockholders' deficit          $  50,662
                                                         =========



See accompanying notes to financial statements.



<PAGE>    F-3

                              SALEOUTLET.COM, INC.

                          Statement of Operations
<TABLE>
<CAPTION>
                                                                                     September 1,
                                                Year ended        Year ended       1995(Inception)
                                                December 31,      December 31,        to December
                                                   2000              1999              31, 2000
                                               -------------     -------------     ---------------
<S>                                            <C>               <C>               <C>
Revenue
  Catalog design and photography                     409,110           158,738            567,848
  Commission                                          23,200             1,581             24,781
                                               -------------     -------------      -------------
    Total revenue                                    432,310           160,319            592,629
                                               -------------     -------------      -------------
Expenses
  Cost of Service                                    135,764            68,656            204,420
  Sales, marketing and public relations              919,246           563,488          1,482,734
  Research and development                               -              65,000             65,000
  General and administrative                       1,292,503           880,437          2,179,005
  Interest expense                                    96,951           157,335            254,286
                                               -------------     -------------      -------------
    Total Expenses                                 2,444,464         1,734,916          4,185,445

Loss from operations before other income
(expense)                                         (2,012,155)       (1,574,597)        (3,592,817)
                                               -------------     -------------      -------------

Other:
  Interest income                                      5,310            17,028             22,338
  Loss on disposal of assets                         (56,347)              -              (56,347)
                                               -------------     -------------      -------------
Net loss                                          (2,063,192)       (1,557,569)        (3,626,826)
                                               =============     =============      =============


Net Loss per common share - basic and diluted          (0.22)            (0.22)
                                               =============     =============

Weighted average common shares outstanding         9,364,033         7,103,830
                                               =============     =============
</TABLE>




See accompanying notes to financial statements.



<PAGE>    F-4


                             SALEOUTLET.COM, INC.

                  Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>

                                                                                                     Deficit
                                                                                                   Accumulated
                                                                                     Additional     During the      Total
                                                               Common Stock           Paid-in      Development   Stockholders'
                                                         Shares          Amount       Capital          Stage        Equity
                                                       ----------      ---------   -------------   ------------  -------------
<S>                                                    <C>             <C>         <C>             <C>           <C>

Balances at September 1, 1995 (inception)                     -        $     -              -              -               -
  Issuance of stock                                     6,000,000          6,000            -              -             6,000
  Net Income (Loss) period ended December 31, 1998                                                      (6,065)         (6,065)

Balance at December 31, 1998                            6,000,000          6,000            -           (6,065)            (65)

  Return and cancellation of outstanding common stock
    on recapitalization                                (3,000,000)        (3,000)         3,000            -               -
  Issuance of common stock at .01 per common share to
    new management                                      4,500,000          4,500         40,500            -            45,000
  Sale of convertible debt instruments with common
    stock issuable at $1.50 per share                     103,333            103        154,897            -           155,000
  Issuance of common stock at $1.00 per share on
    conversions of convertible debt instruments           155,000            155        154,845            -           155,000
  Issuance of common stock to consultants at $1.00
    per share                                             500,000            500        499,500            -           500,000
  Issuance of common stock to consultants at $1.50
    per share                                             186,000            186        278,814            -           279,000
  Issuance of common stock to a director at $1.50
    per share                                              10,000             10         14,990            -            15,000
  Sale of common stock issued and issuable at $1.50
    per share                                             587,954            588        881,338                        881,926
  Issuance of 15,500 stock options to consultants at
    $1.25 per option                                                                     19,375                         19,375
  Net loss year ended December 31, 1999                                                             (1,557,569)     (1,557,569)
                                                       ----------      ---------    -----------    -----------     -----------

Balance at December 31, 1999                            9,042,287          9,042      2,047,259     (1,563,634)        492,667

  Issuance of common stock at $1.00 per share              60,000             60         59,940                         60,000
  Issuance of common stock to consultants at $1.50
    per share                                             375,000            375        562,125                        562,500
  Issuance of common stock at $.40 per share on
    conversions of convertible debt instruments           452,475            453        225,784                        226,237
  Issuance of common stock at $.14 per share on
    conversions of convertible debt instruments         1,940,234          1,940        337,600                        339,540
  Issuance of common stock options at .10 for
    compensation to employee                                                            192,000                        192,000
  Issuance of common stock to consultant at
    .14 per share                                          55,130             55          7,663                          7,718
                                                       ----------      ---------    -----------     ----------     -----------
    Net loss year ended December 31, 2000                                                  -        (2,063,192)     (2,063,192)
                                                       ----------      ---------    -----------    -----------     -----------
Balance at December 31, 2000                           11,925,126         11,925      3,432,371     (3,626,826)       (182,530)
                                                       ==========      =========    ===========    ===========

</TABLE>





See accompanying notes to financial statements.



<PAGE>    F-5


                             SALEOUTLET.COM, INC.
                          Statement of Cash Flows
<TABLE>
<CAPTION>

                                                                                                          September 1,
                                                                  Year ended         Year ended        1995 (Inception)
                                                                 December 31,        December 31,         to December
                                                                     2000              1999                31, 2000
                                                                 ------------      ------------        --------------
<S>                                                              <C>               <C>                 <C>

Net loss                                                         $ (2,063,192)       (1,557,569)       $   (3,626,826)
Adjustments to reconcile net income to net cash
  used in operating activities:
    Depreciation                                                       54,624             4,951                59,640
    Loss on impairment of fixed assets                                 56,347                 -                56,347
    Amortization of discount on debt                                        -           155,000               155,000
    Stock-based compensation and fees                                 570,218           810,875             1,381,093
    Option - based compensation and fees                              192,000            19,375               211,375
    Debt conversion expense                                           115,777                 -               115,777
    Changes in:
      Receivables                                                      24,005           (48,727)              (24,722)
      Due from related parties                                         12,495           (12,495)                    -
      Prepaid expenses                                                222,917          (222,917)                    -
      Accounts payable and accrued expenses                            31,879           181,313               213,192
                                                                 ------------      ------------        --------------
        Net cash used in operating activities                        (782,930)         (670,194)           (1,459,124)
                                                                 ------------      ------------        --------------

Purchase of equipment                                                 (47,812)          (25,257)              (73,069)
                                                                 ------------      ------------        --------------
Net proceeds on the sale of convertible debt
  instrument with common stock                                        470,000           155,000               625,000
Payment of capital lease                                              (11,461)           (3,332)              (14,793)
Proceeds from sale of stock, net of related costs                      60,000           881,926               947,926
                                                                 ------------      ------------        --------------
        Net cash provided by financing activities                     518,539         1,033,594             1,558,133
                                                                 ------------      ------------        --------------

Net increase (decrease) in cash                                      (312,203)          338,143                25,940
Cash and cash equivalents - at beginning of year                      338,143                 -                     -
                                                                 ------------      ------------        --------------
Cash and cash equivalents - at end of year                             25,940           338,143                25,940
                                                                 ============      ============        ==============

Cash paid for interest                                                  1,223             2,335                 3,558

Financing activities:
  Common stock issuable on the sale of convertible
    debt instrument with common stock                                       -           155,000               155,000
  Conversion of convertible promissory notes to
    common stock                                                      450,000           155,000               605,000
  Purchase of equipment with capital lease obligations                      -            19,096                19,096
  Stock based compensation for employees and
    directors                                                               -           834,000               834,000
  Issuance of common stock for services                               570,218                 -               570,218
  Issuance of stock options for services                              192,000           116,005               308,005
  Common stock issued for website development                               -            28,125                28,125

</TABLE>




See accompanying notes to financial statements.



<PAGE>    F-6

                          SALEOUTLET.COM, INC.
                     (a development stage company)

                     Notes to Financial Statements



NOTE A - THE COMPANY

Saleoutlet.com, Inc. ("Saleoutlet" or the "Company") was incorporated
in September 1995 in the state of Nevada. The Company changed its name
from Austin Underground, Inc. to Saleoutlet in February 1999. The
company had no operations from inception through March 1999. The
Company has commenced its principal operations but there has been no
significant revenue for the year and therefore is still considered a
development stage company.

In March 1999, the Company was reorganized. New management was
established and opened its virtual doors on the Web in May 1999.
Saleoutlet offers its clients their own "sale site" for a fee.

The Company is subject to those general risks associated with
development stage companies, as well as special risks unique to
emerging E-commerce companies which, along with a new strategic focus
to create new markets for their products and services. As shown in the
accompanying financial statements, the Company has incurred a
substantial net losses and the Company has generated minimal revenues
related to the Company's planned operations. Further, the Company's
business concept and business model are unproven and, accordingly, the
Company's viability is uncertain.

These factors raise substantial doubt about the Company's ability to
continue as a going concern. The Company's continuation as a going
concern is dependent upon its ability to obtain additional financing
and ultimately to attain profitability. The financial statements do
not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and
classifications of liabilities that might be necessary should the
Company be unable to continue as a going concern for a reasonable
period of time.


NOTE B - SIGNIFICANT ACCOUNTING POLICIES

[1]    Cash and cash equivalents:

For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents. From time to time, the
Company's cash balances with any single financial institution exceed
Federal Deposit Insurance Corporation ("FDIC") and Securities Investor
Protection Corporation ("SIPC") limits. At December 31, 2000 cash
equivalents amounted to approximately $8,721 and consist of a money
market account.



<PAGE>   F-7


                          SALEOUTLET.COM, INC.
                     (a development stage company)

                     Notes to Financial Statements



[2]    Fixed assets, net:

Fixed assets are stated at cost less accumulated depreciation and
amortization. Fixed assets are depreciated on a straight-line basis
over the estimated useful lives of the assets.

[3]    Use of estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ
from these estimates.

[4]    Stock-based compensation:

The Company has elected to follow the intrinsic value method set forth
in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" in accounting for its stock option incentive plan
applicable to employees. As such, deferred compensation expense is
recorded on the date of grant of employee options if the current
market price of the underlying stock exceeds the exercise price of the
option, and such deferral is amortized and charged to operations over
the vesting period of the options. Options or stock awards issued to
non-employees are valued using the fair value method and expensed over
the period services are provided, in accordance with the applicable
provisions of Statement of Financial Accounting Standards ("SFAS") No.
123, "Accounting for Stock-Based Compensation."

[5]    Impairment of long-lived assets:

The Company evaluates the recoverability of its intangibles and other
long-lived assets in accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
of." SFAS No. 121 requires recognition of impairment of long-lived
assets in the event the net book value of these assets exceeds the
estimated future undiscounted cash flows attributable to these assets.
The Company assesses potential impairment to its long-lived assets
when there is evidence that events or changes in circumstances have
made recovery of the asset's carrying value unlikely. Should an
impairment exist, the impairment loss would be measured based on the
excess of the carrying value of the asset over the asset's fair value
or discounted estimates of future cash flows.

[6]    Revenue recognition:

The Company recognizes revenue (commission income) when a client sells
a product through the Company's website. Site and change fees are
recognized as the service is rendered. Rental of E-mail database
information will be recognized when such information is provided to
the client. Web site creation income will be recognized when they are
fully operational. Catalog design and marketing will be recognized



<PAGE>    F-8



                          SALEOUTLET.COM, INC.
                     (a development stage company)

                     Notes to Financial Statements



upon its completion. Advertising revenue, which consists of
advertising space on the Company web-site, is recorded during the
period in which the advertising services are provided

[7]    Advertising:

Advertising expense is comprised of print and internet related
marketing expenses. Advertising expenses are charged to operations
during the period incurred, except for expenses related to the
development of major commercial or media campaigns which are charged
to operations during the period in which the advertising campaign is
first presented by the media. Advertising and marketing expenses
charged to operations totaled $333,833 and $363,061 for the years
ended December 31, 2000 and 1999.

[8]    Net loss per share:

Basic and diluted net loss per share was computed by dividing the net
loss for the period by the weighted average number of common shares
outstanding during the period plus shares issuable.

[9]    Comprehensive income:

The Company adopted the provisions of SFAS No. 130, "Reporting
Comprehensive Income". SFAS No. 130 establishes standards for
reporting comprehensive income and its components in financial
statements. Comprehensive income, as defined, includes all changes in
equity (net assets) during a period from non-owner sources.
Comprehensive loss for the period consists of the net loss.

[10]   Segment information:

The Company adopted the provisions of SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS 131 requires
public companies to report financial and descriptive information about
their reportable operating segments. The Company identifies its
operating segments based on how management internally evaluates
separate financial information, business activities and management
responsibility. The Company believes that its operations, as they are
presently developing, constitute a single, reportable segment.

[11]   Financial instruments:

The carrying amounts of the Company's financial instruments
approximate fair value due to their short-term nature or their
underlying terms.



<PAGE>    F-9


                          SALEOUTLET.COM, INC.
                     (a development stage company)

                     Notes to Financial Statements



NOTE C - ASSET IMPAIRMENT LOSS

During fiscal 2000, the company recorded a non-cash asset impairment
of approximately $56,000.  The impairment adjustment was required to
reduce certain fixed assets to their net realizable value as of
December 31, 2000.


NOTE D - INCOME TAXES

As of December 31, 2000, the Company has an estimated net operating
loss carryforward of approximately $3,000,000, which expires in 2019.
As of December 31, 2000. The Company has a net deferred tax asset of
approximately $1,000,000 resulting from operating loss carry-forwards.
Such net amount is fully offset by a valuation allowance as the Company
has not determined that it is more likely than not that the available
net operating loss carryforwards will be utilized.

The reconciliation of income tax benefit computed at the federal
statutory tax rate to the income tax benefit in the consolidated
statement of operations is as follows:

       Federal                                            (34)%
       State and local, net of federal benefit             (6)%
       Increase in valuation allowance                     40 %
                                                         ------
          Income tax benefit                                0 %
                                                         ======


The Company has recorded state and local franchise taxes based on
capital in the amount of $1,900 and $1,500 for the year ended December
31, 2000 and 1999 respectively, which is included under the caption
general and administrative expenses on the statement of operations.

NOTE E - COMMITMENTS

[1]    Lease commitments:

The Company sub-leases its office space from an entity fully
controlled by its officers under an operating lease, on a month-to-
month basis. Such a lease provides for monthly payments as agreed by
both companies.

Rent expense for the period ended December 31, 2000 and 1999
approximated $30,000 and $48,000, respectively.





<PAGE>   F-10


                           SALEOUTLET.COM, INC.
                     (a development stage company)

                     Notes to Financial Statements



[2]    Significant customers:

The Company has three customers that account for approximately
$245,000 or 54% of net revenue during 2000 and $93,000 or 58% of net
revenue during 1999.

[3]    Employment contracts:

During August 1999, the Company entered into two separate but similar
five-year employment contracts with its president and its chief
operating officer for annual salaries of $75,000 each with annual
escalations of 10 percent. Upon expiration of the employment contract,
the term shall be automatically renewed for two years unless the
employer gives written notice prior to sixty days before the
expiration date. Each of the employees were granted options to
purchase 200,000 shares of common stock at an exercise price of $1.25
per share.  Effective January 15, 2001, these employment contracts
were terminated.

[4]    Capital lease obligations:

The Company entered into various computer capital leases with interest
rates ranging from 8% to 13%.  Subsequent to December 31, 2000 these
leases were cancelled.


NOTE F - STOCKHOLDERS' EQUITY

In June 1999, the Company sold in a private placement an aggregate of
587,954 shares of common stock at a price of $1.50 per share, for
proceeds of $881,926.


NOTE G - GRANTS AND AWARDS

[1]    Options:

In December 1999, the Company granted options to purchase 93,000
shares of common stock at $1.34 per share as compensation to
individuals other than employees for investment related services. The
options are exercisable at the rate of 15,500 per month for six months
and expire on December 20, 2009. The estimated fair value of the
options, which amounted to $19,375, was charged to operations during
the year 1999.

During the year 1999, the Company granted options to employees to
purchase 325,000 shares of common stock at exercise price ranging from
$1.34 to $2.25. The options are immediately exercisable with
expiration dates ranging from June 2009 to December 2009.

During the year ended 1999, the Company granted options to officers to
purchase 1,450,000 shares of common stock including 400,000 options
referred to in Note E[3] at exercise price ranging from $1.25 to
$1.34. These options are immediately exercisable with expiration dates
ranging from August 2009 to December 2009.



<PAGE>    F-11

                          SALEOUTLET.COM, INC.
                     (a development stage company)

                     Notes to Financial Statements



During November 1999, the Company granted options to purchase 40,000
shares of common stock to a director at exercise price of $1.25. The
options are immediately exercisable and expire in November 2009.

During the year 2000, the Company granted options to employees to
purchase 200,000 shares of common stock at exercise price ranging
from $.10.  The options are immediately exercisable and expire in
January 2001.  The estimated fair value of the options, which
amounted to $192,000, was charged to operations during the year 2000.


[2]    Other equity issuances:

During the year ended December 31, 1999, the Company issued common
stock as follows:

(a)      In April 1999, 4,500,000 shares were issued to three new
officers as an incentive to join the Company and develop an operating
business. These shares were valued at $.01 per share, which the
Company estimated to be fair value. The estimated fair value of
$45,000 was charged to operations in 1999.

(b)      In April 1999, 500,000 shares were issued to a consultant for
services to be rendered through April 2000. These shares were valued
at $1.00 per share totaling $500,000. At December 31, 2000, $375,000
was charged to operations and the balance amounting to $125,000 was
included in prepaid expenses.

(c)      In June 1999, 150,000 shares were issued for advertising
services to be rendered through May 2000. These shares were valued at
$1.50 per share totaling $225,000. At December 31, 2000, $131,250 was
charged to operations and the balance of $93,750 was included in
prepaid expenses.

(d)      In June 1999, 10,000 shares were issued to a director for
services rendered through June 2000. These shares were valued at $1.00
per share amounting to $10,000. At December 31, 2000, $5,833 was
charged to operations and the balance of $4,167 was included in
prepaid expenses.

(e)      The Company issued 155,000 shares of stock valued at $1.00
per share upon the sale of 155,000 units, consisting of one 12%
convertible cumulative promissory note and one share of the Company's
restricted common stock for each $1.00 of principal amount of the
note. Pursuant to the conversion feature, the convertible promissory
note was converted to 103,333 shares at $1.50 per share. The total
shares of 258,333 were valued at $310,000 and a $155,000 charge to
interest expense has been reflected.

(f)      During 1999, the Company issued 36,000 shares of stock valued
at $1.50 per share for services provided by two separate companies. At
December 31, 2000, $25,875 was charged to operations for such
services, and $28,125 was capitalized for website development costs to
be amortized over 12 months (the expected useful life).


<PAGE>    F-12


(g)      In February 2000, 50,000 shares were issued for services.
These shares were valued at $1.50 per share totaling $75,000 and  were
charged to operations.

(h)      In February 2000, 60,000 shares were issued at $1.00 per
share totaling $60,000.

(i)      In March 2000, 50,000 shares were issued for services to be
rendered through April 2001. These shares were valued at $1.50 per
share totaling $75,000. At December 31, 2000, $75,000 was charged to
operations as no further services were provided subsequent to December
31, 2000.

(j)      In May 2000, 100,000 shares were issued to a consultant for
services to be rendered through June 2001. These shares were valued at
$1.50 per share totaling $150,000. At December 31, 2000, $150,000 was
charged to operations as no further services were provided subsequent
to December 31, 2000.

(k)      In June 2000, 140,000 shares were issued for advertising
services and website design to be rendered through July 2001. These
shares were valued at $1.50 per share totaling $210,000. At December
31, 2000, $210,000 was charged to operations as no further services
were provided subsequent to December 31, 2000.

(l)      In July 2000, 35,000 shares were issued to consultants for
services to be rendered through August 2001. These shares were valued
at $1.50 per share totaling $52,500. At December 31, 2000, $52,500 was
charged to operations as no further services were provided subsequent
to December 31, 2000.

(m)      In October 2000, 55,130 shares were issued for services.
These shares were valued at $.14 per share totaling $7,718 which was
charged to operation.

(n)      In December 2000, the Company issued 1,940,234 shares of
stock at $.14 per share upon the conversion of 10% and 8% convertible
cumulative promissory notes.  Pursuant to the conversion feature, the
convertible promissory notes were converted to shares of stock based
on the fair market value of the stock at time of conversion. Debt
conversion expense in the amount of $70,530 was charged to operations
for the fair value of the stock in excess of the related debt.

(o)      In December 2000, the Company issued 452,475 shares of stock
at $.40 per share upon the conversion of  8% convertible cumulative
promissory notes.  Pursuant to the conversion feature, the convertible
promissory notes were converted to shares of stock based on the fair
market value of the stock at time of conversion.  Debt conversion
expense in the amount of $45,247 was charged to operations for the
fair value of the stock in excess of the related debt.


<PAGE>    F-13


                           SALEOUTLET.COM, INC.
                     (a development stage company)

                     Notes to Financial Statements



Options exercisable as of December 31, 1999 were 1,830,500.  There
were no options cancelled or exercised during 2000.  As provided for
in the merger agreement with Gatlin Holdings, Inc., all outstanding
options were cancelled on January 17, 2001.  Based on the
circumstances detailed above, management has not provided the proforma
effect consistent with the methodology prescribed under SFAS No. 123
for the year ended December 31, 2000 based on its immateriality.


NOTE H - RELATED PARTY TRANSACTIONS

[1]    During the year ended December 31, 1999, the Company hired an
entity controlled by the officers of the Company for various
promotional material related expenses. Such expenses amounted to
approximately $76,000 for the year.

[2]    The Company had revenues of approximately $20,000 from a
related company during 1999, a principal of which, is a director of
the Company.

During 1999, the Company hired a family member of an officer for
graphic design services. Such expenses amounted to $500 for the year.


NOTE I - SUBSEQUENT EVENTS  (UNAUDITED)

Merger

The entire Board of Directors of the registrant resigned as of January
15, 2001.  The shareholders of the registrant, on January 15, 2001
elected the following to the Board of Directors:  Wesley Van Dam, Jon
Newby, and Steve Burhoe.  The newly elected directors will serve until
the next regular annual meeting of the shareholders, or until
otherwise removed.

Effective January 15, 2001, a majority of the shareholders, pursuant
to the recommendation of the board of directors, voted for a reverse
split of the Company's common shares.  All shares held as of January
15, 2001 will be subject to the reversal.  As a result, each six
shares of the Company's common stock will be exchanged for one share
of the Company's common shares.

On January 17, 2001, the Company completed a tax-free merger with
Gatlin Holdings, Inc.  As part of the merger agreement, the Company
changed its name to Gatlin Holdings, Inc.

During 2001, the Company discontinued its web-based business.  Gatlin
Holdings, Inc. is in the business of acquiring and developing property.



<PAGE>    F-14


                          SALEOUTLET.COM, INC.
                     (a development stage company)

                     Notes to Financial Statements



Gatlin Holdings, Inc. is negotiating the acquisition of two new
properties in the growing Michigan Lakes region.  The properties are
expected to close early in the second quarter.  The first property,
located in Jackson, MI is a 19 acre tract valued at $360,000.  The
second property is 18 acres and is assessed at $1,000,000.  It is
located in Kalamazoo County between Kalamazoo and Battle Creek, MI
and serves the Gull Lake, Parchment and Comstock areas.  Both
properties are being acquired for cash and/or stock in the company.


<PAGE>     F-15