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

                                 FORM 10-KSB


[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 2001

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from _____________ to _____________

Commission file number: 0-26457

                             Marina Capital, Inc.
                             ____________________
                (Name of small business issuer in its charter)

            Utah                                                87-0554016
_______________________________                              _________________
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

2605 Wall Ave., Odgen, Utah                                       84401
_______________________________________                       _______________
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number: 	(801) 394-2400

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

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

                         Common Stock, $.001 par value
                         ____________________________
                               (Title of class)

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

                Yes    [X]                        No

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

Issuer's revenues for its most recent fiscal year: $8,445.00

Aggregate market value of voting stock held by non-affiliates of the issuer as
of:  12/31/01: $0

Number of shares of common stock, $.001 par value, outstanding on
12/31/01 was 4,130,965

DOCUMENTS INCORPORATED BY REFERENCE

Transitional Small Business Disclosure Format:  Yes   [   ]     No   [ X ]

<PAGE>

                             Marina Capital, Inc.

                                 FORM 10-KSB
                              TABLE OF CONTENTS

ITEM 1.  DESCRIPTION OF BUSINESS                                       1

ITEM 2.  DESCRIPTION OF PROPERTY                                       9

ITEM 3.  LEGAL PROCEEDINGS                                             9

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
         SECURITY HOLDERS                                              9

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS                                           9

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS              9

ITEM 7.  FINANCIAL STATEMENTS                                         12

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE                       14

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
         AND CONTROL PERSONS; COMPLIANCE WITH SECTION
         16(a) OF THE EXCHANGE ACT                                    14

ITEM 10. EXECUTIVE COMPENSATION                                       18

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT                                        18

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS               20

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                             21

                                      ii
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                                    PART I

Item 1.  Description of business

This report on Form 10-KSB contains forward-looking statements that involve
risks and uncertainties.  Marina Capital, Inc.'s actual results may differ
significantly from the results discussed in the forward-looking statements.

Forward-Looking Information-General

This report contains a number of forward-looking statements, which reflect
Marina's current views with respect to future events and financial performance
including statements regarding Marina's projections, real estate projects and
real estate investments.  These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from historical results or those anticipated.  In this report, the
words "anticipates", "believes", "expects", "intends", "future", "plans",
"targets" and similar expressions identify forward-looking statements.  Readers
are cautioned to not place undue reliance on the forward-looking statements
contained herein, which speak only as of the date hereof Marina undertakes no
obligation to publicly revise these forward-looking statements, to reflect
events or circumstances that may arise after the date hereof.

Additionally, these statements are based on certain assumptions that my prove to
be erroneous and are subject to certain risks including, but not limited to,
Marina's dependence on limited cash resources, and its dependence on certain key
personnel within Marina.  Accordingly, actual results may differ, possibly
materially, from the predictions contained herein.

Background of the Company
_________________________

Marina Capital, Inc. ("Marina") was incorporated in the State of Utah on the 5th
day of March 1996, as a Subchapter-S Corporation.  Marina terminated the
Subchapter-S Corporation election as of January 1, 1997.  Marina elected a
C-Corporation status in place of the Subchapter-S Corporation on January 1,
1997.   The Company on February 12, 2001, amended its Articles of Incorporation
to authorize the issuance of 100,000,000 shares of $.001 par value Common Stock
and 75,000,000 shares of no par value Preferred Stock.  Marina is considered as
being in the development stage.

Marina is, and has been for the past six (6) years, a development stage
company, that is in the business of real estate development, real estate sales,
mortgage brokering, land planning and business consulting.  Marina identifies
and develops specific parcels of real property in various locations within the
State of Utah and other geographical locations.  The real property may be
acquired through outright purchases, lease, options or through other acceptable
arrangements.  In addition, Marina in some instances may act as a lender,
broker, marketer or business consultant for other companies.

Marina is a development stage Company which is comprised of a group of highly
experienced professionals, specializing in real estate planning, development,
sales, mortgage banking, marketing, consulting, acquisitions and business
development.  The management group has accumulated over 100 years of combined
experience in providing services in the areas of management, accounting,
advertising, marketing, land planning, legal, mortgage banking, real

                                       1
<PAGE>

estate sales, real estate development, and the raising of capital through equity
and debt financing.  Thus, Marina is uniquely structured to operate as a real
estate developer, broker, mortgage lender, principal, facilitator, marketer,
consulting and joint venture partner.

Marina specializes primarily in the development of real estate projects and real
estate sales in the State of Utah but will consider other geographical areas as
opportunities arise.  Marina develops its own residential, recreational and
commercial projects as well as provides consulting and professional services for
other developers.

Marina is also the manager of Marina Holding, LLC, a Utah Limited Liability
Company and is the sole member.  Marina Holding, LLC is the manager of Shupe-
Williams Plaza, LLC, a Utah Limited Liability Company.  Shupe-Williams Plaza,
LLC, was the owner (by Warranty Deed) of the Shupe-Williams property located at
2605 Wall Avenue, Ogden, Utah.

Marina has two projects in various stages of development; however, most of these
projects are still in the planning stages and major development has not
commenced.  Marina had begun construction of the Shupe-Williams building, but
has not completed the build out or sales of the property.  On March 15, 2002,
Ogden City reclaimed the property for Marina's inability to complete the project
within the time frame specified by the City.  Marina, at the City's request, is
in negotiations with the City to continue developing the property.

Divisions
_________

Marina is comprised of three divisions: (a) Marina Capital Development Services-
land planning/engineering and consulting; (b) Marina Capital-real estate sales
and marketing, from March 5, 1996 (Inception) to December 31, 2001, has
generated $112,766 in commissions; and (c) Marina Capital Mortgage-originating,
processing and funding construction and mortgage loans division, has not, as
yet, been developed by Marina.  However, Marina proposes to develop this
division in the year 2002.

Marina began its real estate sales business in January of 1997, opening the
Ogden, Utah office in March of 1997, and the San Francisco office in April,
1998.  Marina has three real estate sales associates and one mortgage loan
originator.

The Market
__________

Utah's business growth over the past several years has been extensive.  With the
selection of Salt Lake City as the site of the 2002 WINTER OLYMPIC GAMES, the
State's robust economy, job creation and excellent quality of life, Utah
continues to generate national attention.  Such rapid economic growth gives rise
to continued real estate development and growth.  Demand for commercial,
residential, and recreation property continues to outpace supply, despite record
breaking new construction and development.

The real estate market presents numerous opportunities.  Marina has positioned
itself in such a way as to be able to take advantage of the expected continued
growth throughout the next decade, keeping in mind environmental issues and
concerns, as well as community needs and desires.

In the past decade, a large number of new high-technology companies have
commenced and prospered in the Salt Lake City - Provo - Ogden, Utah areas.  With
these new endeavors has come a

                                       2
<PAGE>

well-educated work force.  Numerous construction and service businesses have
converted the area into a metro-plex of nearly 2 million people.  Utah's growth
over the past several years has been extensive.  There are many indications that
the growth will continue over the next five years.

OVERVIEW.  In many respects, 2001 was a repeat of recent years and 2002 looks
much the same.  The economy remains strong, but has moderated steadily and
significantly, just as it has in each of the previous five years.  Despite the
tempering of activity, growth remains a dominant theme of the past year.  Even
though the economy is slowing, growth is still occurring and the economy remains
prosperous.  Utah's economy should continue to do well into 2002 for many of the
same reasons it did well in 2001.  Utah has a low cost of doing business (93.3%
of the national average); a pro-business regulatory environment; low business
taxes (the 5th lowest worker's compensation costs in the nation); and, a solid
utility, communications, education and transportation infrastructure.  Utah also
has numerous recreational opportunities; a youthful and educated work force;
good universities; healthy lifestyles; and, a strong work ethic that should
continue to favorably influence business location and expansion decisions.

JOB GROWTH.  The rate of job growth has fallen gradually since 1994 in each
year, dropping from a peak of 6.2% to 2.6% in 1999.  This slower growth is
largely due to no growth in exports, rapid escalation in housing prices (less
affordable housing), and economic improvements in other state economies
(especially California).  This orderly deceleration appears now to have
stabilized and analysts expect job growth to remain similar in the next couple
of years.

CONSTRUCTION.  Construction activity remains the major catalyst for growth.
Construction continues to be the fastest growing industry in the Utah economy
(at 7.0% job growth in 1999).  Construction employment growth averaged a
phenomenal 10.9% per year over the past ten years (1989 to 1999).  Construction
employment in 1999 was nearly 3 times as extensive as it was in 1989 (73,000
versus 25,900 jobs).  Construction values and job growth slowed in 2000 due to
higher office and apartment vacancy rates, lower hotel occupancy rates, fewer
new business and government projects, higher interest rates, and continued low
net in-migration.  Four large projects just completed or about to be completed
are the $108 million Jordan Commons project, the $135 million Salt Lake County
Adult Detention Center Complex, the $240 million LDS Conference Center, and the
$312 million North-South TRAX (Light Rail) project.

PER CAPITA INCOME.  Utah's 1998 per capita income of $21,096 was 77.8% of (or
$6,099 less than) the national average of $27,195.  Utah's per capita income is
lower than the nation's per capita income because average-annual pay in Utah is
only 85% of the national average, and because Utahns have larger families
compared to other states.  Utah ranked 1st in the nation in 1998 for the
percentage of the population under 18 at 33.4%.  This compares to the U. S.
average of only 25.8%, according to the U. S. Bureau of the Census.  Utah's
1998 average household size also lead the nation with 3.06 persons per household
compared to the U. S. average of 2.61.  And, data from the 1990 Census shows
that Utah ranks 1st in the percent of the population in family households at
88.5% compared to a national average of 83.7%.

MEDIAN-HOUSEHOLD INCOME.  Utah's median household income data was recently
released by the U. S. Department of Commerce and shows that Utah continues to
have household incomes that are significantly above the national average.
Median household income in Utah ranked 10th highest in the nation at $42,073 for
the 3-year period 1996 to 1998.  This was 11.4%, or $4,294, higher than the
national 3-year average of $37,779.  The Bureau of Census recommends using 3-
year averages when ranking states due to the small sample size in certain states
like Utah.
                                       3
<PAGE>

OUTLOOK.  Utah's current economic prosperity is expected to continue.  Utah's
young and educated work force, strong work ethic, and low business costs help
businesses succeed in Utah.  The State government has also successfully kept
business taxes low and fostered a reasonable regulatory environment.  The
substantial infrastructure investments slated to occur during the next year,
and subsequent years, will continue to benefit the State's economy.

UTAH'S LONG-TERM PROJECTIONS.  The demographic attributes that have
characterized Utah in the past (the youthful and rapidly growing population) are
projected to continue well into the next century.  The relative strength of the
economy is expected to continue as well, although there will be some convergence
with national demographic and economic trends.  Utah's population and employment
growth rates are projected to continue to out-pace those of the nation through
2020.  Utah's population is projected to reach 3.3 million by the year 2020.
This rate of population growth will be sustained by a rapid rate of natural
increase and a strong and diversified economy.

The economic statistics cited in this section were derived from The Economic
Development Corporation of Utah.

PROJECTS

I.  OlymPeak Estates
    ________________

*   Location: Ogden Valley, Utah, is four miles from the Snow Basin Ski Resort
    which is the site of the 2002 Olympic down hill events and one (1) hour from
    the Salt Lake City International Airport.

*   Use:  Sixty-five acres zoned for building lots subdivided into 22 view lots.
    The lots were originally priced from $155,000 to $358,000.  As of December
    31, 2001, twelve (12) lots have been reserved at a sales price of $125,000
    to $300,000.

*   Financing Required: $1.5 million

The OlymPeak Estate project consists of twenty-two (22) view lots located in
Ogden Valley approximately four (4) miles from the Snow Basin Ski Resort.
Preliminary approval was obtained from Weber County on March 14, 1996.  The
final approval will be subject to the State of Utah Engineer and Weber County
approval of the water and sewer system by the County. Upon receiving the final
approval, construction on the roads, water and sewer system will commence and
will take approximately three (3) to six (6) months to complete.

Marina has formed a not for profit Water and Sewer District to service the area.
The Articles of Incorporation were filed with the Utah State Department of
Corporations on February 1, 2001, and has been approved by the State of Utah.

Marina exercised its option to purchase the OlymPeak Estate property on October
31, 1996 and entered into a five (5) year purchase agreement with the Maughan
Family Partnership.  Marina executed a Trust Deed and Note for the balance of
the purchase price of $725,000.  The original purchase price was $975,000.  The
terms of the note are as follows: A five (5) year note, twenty (20) year
amortization schedule, with annual payments of $75,221 and a balloon payment at

                                       4
<PAGE>

the end of the five (5) year period for the balance.  Marina is current with its
$75,221 payments due to the Maughan Family Partnership.  Final payment
originally due October 31, 2001, has been extended to April 1, 2002.  Management
is in negotiations to further extend or amend the terms.

Management estimates that development of the infrastructure will cost
approximately $1,500,000.

Proposed Future Development

In February of 1999, negotiations were initiated with Wadman Investments L.L.C.,
the owner of the properties, to form a joint venture development of the OlymPeak
Village project, which is a Planned Residential Unit Development (PRUD) located
on approximately 365 acres in Weber County, Utah.  The current zoning for the
property is FR-3.

OlymPeak Village is located approximately four (4) miles from the Snow Basin Ski
Resort and three (3) miles from Pineview Reservoir.  The site has views of Mt.
Ogden to the west, and Pineview Reservoir to the east.

The project will be serviced by water from the Pineview Heights Sewer and Water
System and by a mechanical sewage treatment facility located on the property.
The PRUD will be a cluster development that includes single-family lots and
homes.  The costs for infrastructure will be greatly reduced by clustering and
can be further reduced by allowing connections to third party lot owners along
Snow Basin Road.

II.  Shupe-Williams Plaza
     ____________________

LOCATION.  Shupe-Williams Plaza at 26th Street and Wall Avenue near Historic
25th Street in downtown Ogden, Utah.

DESCRIPTION.  The Shupe-Williams Plaza Building is a four-story building of
approximately 62,500 feet located on an 85,000 square foot building lot.  The
building was built in 1902 and was used as a warehouse and candy manufacturing
facility.  The building has been abandoned for approximately 15 years.

CURRENT ZONING.  With the assistance of the City of Ogden, the property and
building have been zoned to accommodate both residential and commercial use.

PROPOSED USE.  Marina is currently rehabbing the building and vacant lot.  The
main floor will be converted into a restaurant, office and retail use.  The
upper floors will be converted to Live/Work lofts.  Six (6) penthouse lofts will
be constructed on top of the building.

STATUS.  The Shupe-Williams Plaza property was conveyed to Shupe-Williams Plaza,
LLC by the Ogden City Corporation and the Ogden City Developmental Agency on May
27, 1998.  The total purchase price was $100.00.  The City had agreed to rebate
$250,000 in taxes, over a five-year period.

Marina through its wholly owned subsidiary, Shupe-Williams Plaza, LLC and Ogden
City Corporation and the Ogden City Redevelopment Agency, after a series of
negotiations, agreed by virtue of a Letter Agreement, dated March 2, 2001, to
extend the terms and conditions that are set forth in the Real Estate Purchase
Contract ("REPC"), dated October 20, 1997, for an

                                       5
<PAGE>

additional six (6) months from the date of the Letter Agreement.  In the event
that Marina is not able to negotiate the funding of its obligations set forth in
the REPC, Marina could loose its present investment in the project as well as
the opportunity to develop the asset and capitalize on its profit potential.
On March 15, 2002, the City of Ogden reclaimed its ownership interest in the
Shupe-Williams Plaza project.

FINANCING.  Marina has obtained financing from several financial institutions
for the construction phase.  The financing is predicated on the City of Ogden
agreeing to subordinate to the first position to the loan.  However, as of
Marina's year-end, the City had not agreed to the subordination.  The first
phase of construction was started in September of 1998.  Marina expects
construction to be completed within twelve (12) to eighteen (18) months after
financing has been approved.  Marina has started to pre-sell and market the
lofts.  Currently, ten (10) of the units have been reserved.  A trust account
has been set up to hold reservation deposits until construction of the building
is complete.  In addition, several Letters of Intent to lease space have been
received.

III.  Ski Inn at Powder Mountain
      __________________________

LOCATION.  The Ski Inn at Powder Mountain property is located in Northern Utah,
Cache County, and is adjacent to the main parking lot at Powder Mountain Ski
Resort, eight miles from Eden, Utah.  The property is located one hour from the
Salt Lake City International Airport, and thirty minutes from Ogden, Utah.

DESCRIPTION.  The proposed Ski Inn at Powder Mountain project is located on a
two (2) acre parcel of mountainous unimproved land with access through the
Powder Mountain Resort parking lot.  The ski lifts and trails can be skied
directly to and from the property.

CURRENT USE.  The property is currently zoned FR-40 (conditional use permit).

PROPOSED USE.  Marina has no immediate plans to develop the property, however,
the property may be sold to third parties for future development.

                               PROJECT FUNDING

OlymPeak Estates:

Marina intends to fund the OlymPeak Estates Project through the sale of the
lots, to qualified purchasers or through conventional lending sources.  Marina
will also offer to potential purchasers two financing options:  1) Requires a
twenty-five percent (25%) down payment, interest rate will be 3 points over
prime with a 3 year balloon payment, a 20 year amortization schedule with a loan
origination fee of two (2) points.  2) Requires a fifty percent (50%) down
payment, an interest rate of two (2) points over prime, five (5) year balloon
payment, 30 year amortization schedule with a loan origination fee of 1 1/2
points.  Neither option will carry a pre-payment penalty and they will be
transferable upon credit approval and a $300.00 fee.  Total sales are estimated
to be $5,048,000.  The anticipated costs will be $975,000 for land cost,
$1,500,000 infrastructure and $485,000 marketing for an approximate net profit
of $2,090,000.

                                       6
<PAGE>

Shupe-Williams Plaza:

Marina's loan application with Remington Financial Group ("RFG") has been
approved and RFG has completed its due-diligence process for an equity line of
credit up to $5,500,000.  The terms and conditions are as follows:  1)  Purpose
of Loan:  Renovations of property and building, construction, advertising,
marketing, and working/operating capital.  2)  Interest Rate:  10% per annum.
Fixed rate.  Interest only and may accrue.  3)  Term:  Five years, no prepayment
penalty.  4)  Investor's Fee:  4% from proceeds at closing.  "Due-diligence
costs" to be credited against fee payable upon funding; expenditures to be pre-
approved by borrower.  5)  Collateral:  If applicable, pledging of to-be-
determined percent of available company stock.  6)  Equity Participation: 30%.
Subsequent to repayment of all principal and interest, minimum Internal Rate of
Return is 25% per annum, including 10% Preferred Return.

Business Opportunities
______________________

On May 15, 1996, Marina entered into a Letter of Understanding with VR Utah,
Inc., dba Business Resource Center.  The Letter of Understanding sets forth the
terms whereby the parties can assist and co-operate with each other from time to
time in identifying business opportunities that may be of beneficial and
financial interest to each party.  VR Utah Inc. was founded in Ogden, Utah in
September, 1981, by William J. Tabar, who is currently a director of Marina.
VR Utah, Inc.'s purpose, as a business broker, is to assist business owners in
the sale and/or valuation of its clients' businesses.  It provides expertise in
the valuation and marketing of businesses.  VR Utah, Inc. also provides guidance
in the selection and purchase for those clients desiring ownership of a
business.

VR Utah, Inc. expanded in 1983 to include offices in downtown Salt Lake City and
Murray, Utah.  In 1990, an additional location was opened in St. George, Utah.
Business Resource Center is a member of International Business Brokers
Association, which has over 800 members.  Since its founding, VR Utah, Inc. has
brokered the sale of approximately one thousand businesses.

In many instances, VR Utah's clients and customers require consulting services.
The consultation may include financing options for equity, debt or a combination
of both.  Marina may seek to assist businesses which have recently commenced
operations, development stage companies in need of additional capital for
expansion into new markets, businesses seeking to develop a new product or
service, and established businesses which may be experiencing financial or
operating difficulties and are in need of additional capital.  In addition to
those businesses VR Utah, Inc. may refer to Marina, Marina believes that there
are numerous other business entities which will benefit from the infusion of
capital.  Thus, Marina believes ample business opportunities exist outside the
real estate area; however, as of the year ended December 31, 2001, Marina has
not generated any revenues from the VR Utah business opportunity.

Marina proposes to charge a fee for business consulting services.  The
compensation may be in the form of a consultation fee, an equity position in the
business or a combination of both.

New Venture
___________

Marina proposes to develop a direct lending program that would originate and
manage high yielding, short term, commercial real estate bridge and mortgage
loans.  As a direct lender Marina proposes to develop a niche within the real
estate community that bridges the gap between venture/equity financing and
institutional lenders.

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<PAGE>

In addition, Marina intends to originate short-term bridge and mortgage loans
secured by real estate.  Bridge loans will have a maturity date of eighteen (18)
months or less, and will typically carry an optional six (6) month extension
period.

Lending Opportunities
_____________________

Many real estate owners/investors often require capital that institutions, due
to regulatory and/or time imposed constraints, cannot provide.  Many times,
these investors turn to private real estate investors for joint venture
financing.  While this type of financing is available, it is generally very cost
prohibitive.

As an alternative, the borrower can turn to a private lending firm.  The private
lender underwrites the loan based upon the quality, marketability, and value of
the collateral, and protects the loan by securing the collateral property with
a First Deed of Trust.  While the upfront cost of this financing may seem high
(annual rates range from 15% to 25%), the pricing is very reasonable when
compared to the cost of joint venture capital.

A team of professionals has been organized to provide a unique and thorough
analysis of each loan request.  These professionals include attorneys,
appraisers, environmental consultants and insurance professionals, each of who
will serve an important function in the due diligence process.  The results of
these professionals' work will be reported to the Loan Committee to aid in the
lending decision process.  Their fees will be paid out of the loan proceeds as
loan origination expenses.

Competition
___________

Marina may face direct competition from other business and real estate
development projects in the area, and it is possible that additional competitors
will enter Marina's market.  The real estate industry is highly competitive and
consists of several medium and large companies who are better financed than
Marina.  These competitive properties may be priced lower than the price at
which the property will be sold; and, in some instances, may have amenities
superior to those of Marina's property.  In addition, there may be other real
estate sales offices that may have more real estate sales people and have a
better marketing plan.  There can be no assurance that Marina will be able to
compete successfully with present or future competitors.

Regulation
__________

Marina is not subject to any governmental regulations other than those generally
applicable to all businesses.  However, Marina is regulated to the extent it
deals with Federal, State and local governments regarding entitlements such as
water, sewer, zoning and other utilities.

Employees
_________

Marina presently has three (3) full-time employees of which two (2) are licensed
real estate agents and one (1) independent licensed real estate agent.  Marina
currently has one (1) mortgage loan originator, but additional employees will be
hired as necessary to provide Marina's services and carry on its operations as
Marina expands.

                                       8
<PAGE>

Item 2.  Description of Property

Marina's real estate projects are generally described in Item I above, which
descriptions are incorporated in this Item by reference.

Marina's corporate office is located in Ogden, Utah along with associates
located in San Francisco, California; Denver, Colorado; Boston, Massachusetts;
Lake Tahoe, Nevada; England and Scotland.

Currently, Marina maintains its corporate office at 2605 Wall Avenue, Ogden,
Utah.  The office space is approximately 1,500 sq. ft. in the Shupe-Williams
Plaza Building.  Marina owns the Shupe-Williams Plaza property and pays no rent
for the office space it utilizes.

Item 3.  Legal Proceedings

There are no lawsuits filed against Marina or pending as of December 31, 2001.

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

There were no matters submitted during the fourth quarter of the fiscal year
ended December 31, 2001 covered by this report to a vote of security holders,
through the solicitation of proxies or otherwise.

                                   PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

As of December 31, 2001, there was no public trading market for Marina's Common
Stock.  However, on March 25, 2002, Marina was approved for trading on the OTC
Bulletin Board.  As of April 12, 2002, the market for Marina's common stock was
$1.25 bid and $1.75 offer, and no shares of Marina's common stock had been
traded since it had been approved for trading.

Holders of Record:

As of the date hereof, there are 828,372 free trading shares of Common Stock
owned by approximately 40 beneficial shareholders that are currently issued and
outstanding in Marina.  Marina has a total of 4,130,965 issued and outstanding
of which 3,302,593 could be sold pursuant to Rule 144 under the Securities Act
of 1933, as amended (the "Securities Act").

As of December 31, 2001, there were a total of 120 holders of record of Marina's
Common Stock.

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

The following discussion and analysis of the financial condition and results of
operations should be read in conjunction with the Consolidated Financial
Statements and Notes thereto appearing elsewhere in this Form 10-KSB.  As
described elsewhere in this Form 10-KSB, Marina is a development stage company.
As of the date of this Annual Report, Marina had the following projects under
various degrees development.

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<PAGE>

I.  OlymPeak Estates Subdivision Project (OlymPeak)

OlymPeak is currently in the final plan phase.  Construction drawings are in the
process of being completed by engineers and will be submitted to the County for
approval at a later date.

The OlymPeak project requires a State approved public culinary water system,
involving well development and formation of a water Company.  Applications were
submitted to the State and Marina received conditional approval on March 8,
2001.  The Company is also working with State and County officials on a sewage
treatment facility.  Conceptual design has been completed and final construction
design and State approval was received for a construction permit for a waste
water treatment system and effluent storage lagoons on February 15, 2001.
Construction of subdivision roads and infrastructure are contingent on receiving
all applicable approvals from the County and State.

Marina incurred $88,946 in 2001 and $101,058 in 2000 on planning, land design,
permits and fees, and water and sewer development in connection with the
OlymPeak project.

Approximately 12 of a total of 22 planned OlymPeak lots, have been reserved by
purchasers at a sales price of $200,000 to $350,000.  Seven of the lots have
been reserved in connection with the issuance of redeemable preferred stock,
which can be redeemed against the purchase price of OlymPeak Estate lots.  Three
of the lots are reserved in connection with the issuance of a note payable.  The
remaining lots are expected to sell for between $155,000 and $358,000.  While
total costs of completing Water, Sewer and road systems are unknown, management
estimates an additional $1,500,000 will be incurred in the completion of the
OlymPeak project.

II.  Powder Mountain

Marina owns a two acre parcel of land adjoining the Power Mountain Ski Resort.
The lot may either be sold or developed in the future but will likely be sold.

III.  Shupe-Williams Plaza

The Shupe-Williams Plaza is a four-story building previously used as
manufacturing facility.  Marina proposes to convert and lease the main floor and
basement (comprising approximately 13,000 square feet) into restaurant, office
and retail space.  The upper floors will be converted and sold as Live/Work loft
condominium units.  The project is currently in the early stages of
construction.  However, Ogden City reclaimed the property due to Marina's
inability to complete the project within the time frame specified by the City.
Marina is negotiating with the City to continue developing the property.  The
first floor has been partially renovated with one model office unit, comprising
approximately 1,100 square feet, completed.  In addition, two Live/Work units
are under construction on the second floor.

Marina incurred $10,260 in 2001 and $92,507 in 2000 on planning, architectural
design, paint and asbestos removal, a fire system, and building a model office
unit at the Shupe-Williams Plaza.

                                      10
<PAGE>

Reservation deposits have been received on approximately 10 of a total of 45
planned Work/Loft units.  Letters of intent have been received on space
representing approximately half of the 13,000 square feet of restaurant, office,
retail lease space.  While total costs of completing the project are unknown, it
is estimated an additional $4.5 million to $5.5 million will be incurred in
completing the project.

REVENUE

As described above, Marina is still in the development stage and is primarily
engaged in the development of two real estate projects, OlymPeak Estates and the
Shupe-Willams Project.  Reservation deposits have been received in connection
with the expected sale of  OlymPeak lots and Shupe-Williams Live/Work loft units
and closing of the sales  will not commence until final approval from the
appropriate city and county officials has been approved.  Closings of OlymPeak
lots are expected to begin in the fourth quarter of 2002.  Revenues are not
expected to be significant until the above projects are completed.

Revenues for the years ended December 31, 2001, and 2000 of $8,445, and $14,740,
respectively are comprised primarily of brokerage commission fees.   Revenues
from brokerage fees are not expected to be significant in the future.

OPERATING EXPENSES

Operating expenses totaled $535,340 and $431,425, for the years ended December
31, 2001, and December 31, 2000, respectively.  The $103,915 or 24.09 percent
increase in operating costs between 2001 and 2000 resulted primarily from the
increase in stock-based compensation of $90,561, for various consulting services
including secretarial, project design, and capital formation. An increase in
office expenses of $38,655, and an increase in legal and accounting fees of
$14,910, and partially offset by a $20,488 decrease in salaries.  In addition
the Company incurred a charge of $390,753 in 2001, for decreasing the value of
the Shupe-Williams project in anticipation of the City reclaiming the building
in March of 2002.

OPERATING LOSS

Marina incurred operating losses of $988,465 and $467,023, for the years ended
December 31, 2001 and December 31, 2000, respectively.  Operating losses have
resulted from costs attributable to general operations and general corporate
overhead not directly allocable to any specific real estate project.  Marina
will continue to incur operating losses until such time as sales commence on the
OlymPeak Estates and Shupe-Williams projects.

INCOME TAXES

Although Marina has incurred significant operating losses during the two (2)
years ended December 31, 2001, no income tax benefit has been recognized.
Marina continues to be in the development stage, and although it has certain
real estate projects under various degrees of development, it has a limited
operating history.  Currently, there is not adequate assurance Marina will be
able to generate sufficient future profits necessary to realize income tax
benefits from losses incurred up to this date.

                                      11
<PAGE>

LIQUIDITY

The Company had cash totaling $2,247 at December 31, 2001 and $223 at December
31, 2000.  The Company expended $218,883 in 2001 and $275,918 in 2000 to fund
operations.  It incurred cash expenditures of $33,271 in 2001 and $193,567 in
2000 for real estate development.  In addition, $192,250 was raised from stock
sales in 2001 while $212,500 was raised in 2000.

The Company was required to make the final debt payment in connection with the
purchase of OlymPeak project land of $655,307 in October 2001.  Final payment
was due October 31, 2001, however, the Maughan Family Partnership further agreed
to extend this final payment date to April 1, 2002, and management is in further
negotiations to extend or modify the terms.  It is expected that the obligation
will be funded from the sale of OlymPeak lots or a restructure of the financing.
There can be no assurance that such financing will be sufficient in the near
term or that conditions and circumstances described herein may not result in
subsequent cash requirements by the Company in the immediate future just to
sustain operations.  In the event of such developments, attaining financing
under such conditions may not be possible, or even if additional capital may be
otherwise available, the terms on which such capital may be available may not be
commercially feasible or advantageous.

During the next twelve months, the Company does not expect to make any
significant purchases of plant or equipment.  Investments in development
projects will continue as cash availability permits.  The Company does not
anticipate any significant changes in its number of employees during the next
twelve months.

Item 7.  Financial Statements

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                      CONSOLIDATED FINANCIAL STATEMENTS

                         DECEMBER 31, 2001, AND 2000


                                      12
<PAGE>

                                   INDEX

                                                                     Page
                                                                     ____

Independent Auditors' Report                                         F-1

Consolidated Balance Sheets                                          F-2

Consolidated Statements of Operations                                F-3

Consolidated Statements of Cash Flows                                F-4 to F-5

Consolidated Statements of Redeemable Preferred Stock
  and Stockholders' Equity                                           F-6 to F-7

Notes to Consolidated Financial Statements                           F-8 to F-20

                                      13
<PAGE>

                         INDEPENDENT AUDITORS' REPORT
                         ____________________________


To the Shareholders and Board of Directors
Marina Capital, Incorporated

We have audited the accompanying consolidated balance sheet of Marina Capital,
Incorporated (a development stage enterprise) and subsidiaries, as of December
31, 2001 and 2000 and the related consolidated statements of operations,
redeemable preferred stock and stockholders' equity, and cash flows for the
years then ended and for the period from March 5, 1996 (inception) to December
31, 2001. These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.  The consolidated balance sheet as of December
31, 1999, the consolidated statements of operations, redeemable preferred stock
and stockholders' equity, and cash flows for the year ended December 31, 1999,
and the cumulative consolidated statements of operations, redeemable preferred
stock and stockholders' equity, and cash flows for the period from March 5, 1996
(inception) to December 31, 1999 were audited by other auditors whose report
dated February 15, 2000, expressed an unqualified opinion on those statements,
and whose report has been furnished to us.  Our opinion, insofar as it relates
to the amounts included for the period March 5, 1996 through December 31, 1999
is based solely on the report of the other auditors.

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

In our opinion, based on the audits and report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Marina Capital, Incorporated and subsidiaries as of
December 31, 2001 and 2000, and the results of their operations and their cash
flows for the years then ended, and for the period March 5, 1996 (inception) to
December 31, 2001, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and delays in completing real estate projects under development that raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.



April 10, 2002

                                      F-1
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                          CONSOLIDATED BALANCE SHEETS

                                    ASSETS

                                                  December 31,     December 31,
                                                     2001             2000
                                                 ____________     ____________

Real estate under development                     $ 1,679,965       $ 1,971,512
  Cash                                                    2,247             223
  Office equipment, less accumulated depreciation         2,505           3,796
  Other assets                                                -           8,500
                                                    ___________     ___________

    TOTAL ASSETS                                    $ 1,684,717     $ 1,984,031
                                                    ===========     ===========

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

  Accrued interest                                  $   221,564     $   110,002
  Accounts payable and accrued expenses                 392,484         153,449
  Notes payable                                         986,555         924,627
                                                    ___________     ___________

    TOTAL LIABILITIES                               $ 1,600,603     $ 1,188,078
                                                    ___________     ___________

REDEEMABLE PREFERRED STOCK
  Redeemable Preferred stock - no par value;
   authorized 75,000,000 shares; issued and
   outstanding 166,141 shares in 2001 and
   134,259 shares in 2000                               556,778         428,278

STOCKHOLDERS' EQUITY (DEFICIT)
  Common stock $.001 par value; authorized
   100,000,000 shares; issued and outstanding
   4,130,965 shares in 2001 and 4,091,465
   shares in 2000                                         4,131           4,091

Additional paid-in capital                            3,881,754       3,733,668

Deficit accumulated in the development stage         (4,358,549)     (3,370,084)
                                                     ___________    ____________

    TOTAL STOCKHOLDERS' EQUITY (DEFICIT)               (472,664)        367,675
                                                    ___________     ___________

TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY (DEFICIT)                 $ 1,684,717     $ 1,984,031
                                                    ===========     ===========

         See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                  March 5, 1996
                                     Year ended     Year ended   (inception) to
                                     December 31,   December 31,   December 31,
                                         2001           2000           2001
                                     ____________   ____________   ____________
REVENUE
  Real estate sales commissions       $    4,920     $   13,540      $  112,766
  Rent - land                              1,200          1,200           5,700
  Sale of land                             2,325              -          42,325
                                      __________     __________     ___________
    TOTAL REVENUE                          8,445         14,740         160,791
                                      __________     __________     ___________

  Cost of sales                                -              -          25,000
                                      __________     __________     ___________
    GROSS MARGIN                           8,445         14,740         135,791
                                      __________     __________     ___________

OPERATING EXPENSES
  Abandoned projects or lost projects    390,753              -         417,937
  Advertising and promotion                  687          1,814          16,213
  Commissions                              2,952          9,454          89,841
  Consulting                              92,881          2,320         279,522
  Legal and accounting                    62,418         47,508         386,805
  Office expenses                         61,332         22,677         201,777
  Miscellaneous                            8,431          5,142          39,645
  Taxes                                    4,420         20,816          81,269
  Travel & entertainment                  23,296         17,905         116,656
  Salaries and wages                     237,445        257,933       1,098,012
  Insurance                               18,587         15,894          67,018
  Auto                                    21,600         28,861         116,536
  Depreciation                             1,291          1,101           3,949
  Other compensation                           -              -       1,390,464
                                      __________     __________     ___________

    TOTAL OPERATING EXPENSES             926,093        431,425       4,305,644
                                      __________     __________     ___________

    NET LOSS FROM OPERATIONS            (917,648)      (416,685)     (4,169,853)
                                      __________     __________     ___________

OTHER INCOME AND (EXPENSE)
  Interest income                            452         12,861          13,313
  Interest expense                       (71,269)       (51,456)       (202,009)
                                      __________     __________     ___________

    TOTAL OTHER INCOME AND (EXPENSE)     (70,817)       (50,338)       (188,696)
                                      __________     __________     ___________

NET LOSS                              $ (988,465)      (467,023)    $(4,358,549)
                                      ==========     ==========     ===========

BASIC AND DILUTED LOSS
  PER SHARE                                $(.24)         $(.11)
                                           ======         ======
WEIGHTED-AVERAGE
  COMMON SHARES                        4,122,284      4,071,571


         See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<S>                                                             <C>            <C>           <C>
                                                                                              March 5, 1996
                                                                Year ended     Year ended    (inception) to
                                                                December 31,   December 31,   December 31,
                                                                   2001           2000           2001
                                                                ____________   ____________   ____________

OPERATING ACTIVITIES
____________________

Net loss                                                        $ (988,465)     $ (467,023)    $(4,358,549)
Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation                                                     1,291           1,100           3,948
    Write down of Shupe-Williams project                           380,493               -         380,493
    Gain on sale of asset                                                -               -         (16,000)
    Stock option compensation                                            -               -       1,390,464
    Stock issued for services                                       84,376               -         315,954
    Interest on preferred stock                                     55,887          36,306         145,533
    Changes in accounts payable and accrued expenses               239,035         153,699         414,140
    Change in other assets                                           8,500               -           8,500
                                                                __________      __________     ___________

Net cash used in operating activities                             (218,883)       (275,918)     (1,715,517)
                                                                __________      __________     ___________

INVESTING ACTIVITIES

Real estate purchase and development                               (33,271)       (193,567)     (1,242,373)
Sale of land                                                             -               -          40,000
Purchase of equipment                                                    -               -          (6,454)
                                                                __________      __________     ___________

Net cash used in investing activities                              (33,271)       (193,567)     (1,208,827)
                                                                __________      __________     ___________

FINANCING ACTIVITIES

Proceeds from notes payable                                         63,928         269,321         825,249
Principle payments on notes payable                                 (2,000)        (19,547)       (508,694)
Proceeds from sale of common stock (net
  of stock issue costs of $1,875 in 2000 and
  $3,750 in 1999                                                    63,750          50,000       2,086,758
Proceeds from sale of redeemable preferred stock                   128,500         162,500         531,778
Debt issuance cost                                                       -          (8,500)         (8,500)
                                                                __________      __________     ___________

Net cash provided in financing activities                          254,178         453,774       2,926,591
                                                                __________      __________     ___________

Increase (decrease) in cash                                          2,024         (15,711)          2,247

Cash at beginning of period                                            223          15,934               -

Cash at end of period                                           $    2,247      $      223      $    2,247
                                                                ==========      ==========     ===========
</TABLE>


         See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                             FOR THE YEARS ENDED


<S>                                                             <C>            <C>           <C>
                                                                                              March 5, 1996
                                                                Year ended     Year ended    (inception) to
                                                                December 31,   December 31,   December 31,
                                                                   2001           2000           2001
                                                                ____________   ____________   ____________

SUPPLEMENTAL DISCLOSURES
________________________

Cash paid during the year for interest                          $       -       $   35,004      $  278,474


Non-cash investing and financing activities:

  Acquisition of land with issuance of note payable                     -                -         725,000

  Reacquisition of land with issuance of 10,538
    shares of common stock valued at $3.75 per
    share                                                               -           39,514          39,514

  Conversion of $31,200 of obligation under
    a note payable for 8,320 shares of common
    stock at $3.75 per share                                            -           31,200          31,200

  Conversion of $25,000 of obligation under a
    note payable for 6,667 shares of preferred stock
    valued at $3.75 per share                                           -           25,000          25,000

</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

<TABLE>
<CAPTION>
                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS'

                               EQUITY (DEFICIT)

                March 5, 1996 (Inception) to December 31, 2001

                                        Redeemable
                                      Preferred Stock       Common Stock           Additional    Deficit Accumulated
                                      _______________     _________________         Paid in            in the
                                     Shares     Amount    Shares     Amount         Capital       Development stage
                                     _________________    _________________       ___________    ___________________
<S>                                  <C>     <C>         <C>        <C>           <C>            <C>
December 31, 1995                       -          -           -         -                -                -

Issuance of 3,018,864 shares of
  common stock for cash at
  incorporation, March 5, 1996          -    $     -     3,018,864  $  3,019      $   130,115      $       -
Net Loss                                -          -           -         -                -           (196,700)
                                     _________________   ___________________      ___________    ___________________

Balances at December 31, 1996           -          -     3,018,864     3,019          130,115         (196,700)

Issuance of 74,259 shares of
  preferred stock for cash           74,259    210,778         -         -                -                -
Compensation expense related to
  the grant of stock options for
  services rendered                     -          -           -         -            793,571              -
Issuance of 173,663 shares of
  common stock for cash                 -          -       173,663       174          659,137              -
Issuance of 359,500 shares of
  common stock for services             -          -       359,500       360          170,443              -
Net Loss                                -          -           -         -                -         (1,271,866)
                                     _________________   ___________________      ___________    ___________________

Balances at December 31, 1997        74,259    210,778   3,552,027     3,553        1,753,266       (1,468,566)

Issuance of 10,000 shares of
  preferred stock for cash           10,000     30,000         -         -                -                -
Compensation expense related
  to the grant of stock options
  for services rendered                 -          -           -         -            550,595              -
Issuance of 240,556 shares of
  common stock for cash                 -          -       240,556       240          774,749              -
Issuance of 90,881 shares of
  common stock for services             -          -        90,881        91           60,684              -
Net Loss                                -          -           -         -                -           (959,808)
                                     _________________   ___________________      ___________    ___________________

Balances at December 31, 1998        84,259    240,778   3,883,464     3,884        3,139,294              -

Compensation expense related to
  the grant of stock options for
  services rendered                     -          -           -         -             46,298              -
Issuance of 153,479 shares of
  common stock for cash                 -          -       153,479       153          405,420              -
Issuance of 21,831 shares of
  common stock for services             -          -        21,831        22           21,874              -
Net Loss                                -          -           -         -                -           (474,687)
                                     _________________   ___________________      ___________    ___________________

Balances at December 31, 1999        84,259    240,778   4,058,774     4,059        3,612,886       (2,903,061)

</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>

<TABLE>
<CAPTION>
                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
                                (DEFICIT)  (CONTINUED)

                March 5, 1996 (Inception) to December 31, 2001

                                        Redeemable
                                      Preferred Stock       Common Stock           Additional    Deficit Accumulated
                                      _______________     _________________         Paid in            in the
                                     Shares     Amount    Shares     Amount         Capital       Development stage
                                     _________________    _________________       ___________    ___________________
<S>                                  <C>     <C>         <C>        <C>           <C>            <C>
Issuance of 50,000 shares of
  preferred stock for cash           50,000    187,500         -         -                -                -
Issuance of 13,333 shares of
  common stock for cash                 -          -        13,333        13           72,967              -
Issuance of 10,538 shares of
  common stock in exchange
  for land                              -          -        10,538        11           39,503              -
Issuance of 8,320 shares of
  common stock in satisfaction
  of a note payable                     -          -         8,320         8            8,312              -
Issuance of 500 shares of
  common stock for services             -          -           500       -                -                -
Net Loss                                -          -           -         -                -           (467,023)
                                    __________________   ___________________      ___________    ___________________

Balance at December 31, 2000        134,259    428,278   4,091,465     4,091        3,733,204       (3,370,084)

Issuance of 31,882 shares of
  preferred stock for cash           31,882    128,500         -         -                -                -
Issuance of 17,000 shares of
  common stock for cash                 -          -        17,000        17           63,733              -
Issuance of 22,500 shares of
  common stock for services             -          -        22,500        23           84,353              -
Net loss                                -          -           -          -               -           (988,465)
                                    _______  _________   _________  ________      ___________      ____________

Balance at December 31, 2001        166,141  $ 556,788   4,130,965  $  4,131      $ 3,881,754      $(4,358,549)
                                    =======  =========   =========  ========      ===========      ============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>
                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

A.  Nature of Business

    Marina Capital, Incorporated (the Company) was incorporated in Utah on March
    5, 1996.  The purpose of the Company is to invest in and develop various
    real estate and other business opportunities.  The Company has two projects
    in various stages of development in the Northern Utah area, the OlymPeak
    Estates project and the Shupe-Williams Building project.  The Company has
    formed two wholly owned Limited Liability Companies to own and manage the
    Shupe-Williams building project.  The Shupe-Williams building was purchased
    by Shupe-Williams Plaza, LLC for $100 and is it's only asset.  Shupe-
    Williams Plaza, LLC is 100% owned by Marina Holding, LLC which has no other
    assets.  Marina Holding, LLC is 100% owned by Marina Capital, Incorporated.
    All three companies have been consolidated into these financials and any
    intercompany transactions have been eliminated.

B.  Income Taxes

    The Company elected subchapter-S status at inception.  This election has
    been terminated as of January 1, 1997.  There are no tax liabilities at this
    time, as the Company has operated at a loss since inception.  The Company
    has adopted Statement of Financial Accounting Standards No. 109 "Accounting
    for Income Taxes" (See Note 6).

C.  Revenue recognition

    The company recognizes revenue from the sales of real estate using the
    accrual method.  Income from land sales is recorded when title to the
    property is transferred to the buyer, the buyers' minimum initial investment
    is sufficient to ensure collection of the remaining proceeds, and when the
    Company's costs of development are known and estimable.  Estimated future
    costs to be incurred by the Company after the sale is included in the cost
    of sale.

    Although deposits have been received and are included in escrow accounts on
    certain properties under development, only one sale totaling $40,000 has
    been consummated from the date of inception through December 31, 2001.

D.  Real Estate Development Cost

    Cost directly related to the acquisition and development of real estate
    assets, including overhead costs directly attributable to real estate
    development are capitalized and expended when the related projects are sold
    or abandoned.  Costs directly associated with the development of real estate
    projects include the cost of land, materials, labor, subcontractors,
    licensing fees, building permits, surveys, insurance, taxes, and any other
    costs directly associated with the development.

                                      F-8
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


D.  Real Estate Development Cost (Continued)

    Interest on loans to purchase or develop real estate projects is capitalized
    against the specific project to which it applies.  In addition, the
    estimated value of 20,831 shares of the Company's common stock (valued at
    approximately $21,896) issued in exchange for architectural and drafting
    services has been capitalized as development cost.

    As of December 31, 2001, no overhead cost has been considered directly
    attributable to development of real estate, and therefore, no such overhead
    costs have been capitalized.

E.  Commission Revenue

    The Company operates a small real estate sales division.  The Company
    generally receives a 6 percent commission on brokered real estate sales
    which is recognized as such sales are closed and the buyers' down payment
    and credit worthiness are sufficient to demonstrate their ability to pay the
    remaining balances.

F.  Stock-based Compensation

    The Company has adopted the footnote disclosure provisions of Statement of
    Financial Accounting Standards (SFAS) No. 123, Accounting for Stock Based
    Compensation while measuring compensation costs for stock-based compensation
    using the intrinsic-value method prescribed by Accounting Principles Board
    Opinion No. 25, Accounting for Stock Issued to Employees.

G.  Use of Estimates

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

H.  Cash and Cash Equivalents

    For purposes of the statements of cash flows, the Company considers all
    short term instruments purchased with a maturity of three months or less to
    be cash equivalents.

                                      F-9
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

I.  Real Estate Valuation

    Real Estate is recorded at the lower of cost or estimated fair value.  All
    real estate projects are currently in the development stage.  Any write-down
    to estimated fair value is recorded when it becomes evident to the Company
    that the carrying cost of the project will exceed the future nondiscounted
    cash flow from sale of the property, less related selling costs.  In making
    this determination, the Company considers factors such as recent sales of
    developed property, changes in the use for property, and projected demand
    for developed properties.  This evaluation is made by management on a
    property-by-property basis.  The evaluation of fair value and future cash
    flows from individual properties requires significant judgment, and it is
    reasonably possible that a change in estimate could occur.

J.  Shupe-Williams Impairment Loss

    On March 15, 2002, the City of Ogden reclaimed its ownership interest in the
    Shupe-Williams Plaza project.  The City reclaimed the property due to the
    Company's inability to obtain financing necessary to complete refurbishment
    of the building within the time frame specified by the City.

    As of December 31, 2001, the Company was cognizant of the City's rights and
    intentions with regard to the Shupe-Williams project, and accordingly,
    recognized an impairment loss on the project for the 2001 year in the amount
    of $390,753.  This loss represented all direct cost invested in the project
    through December 31, 2001.  The impairment loss is included in "abandoned or
    lost projects" in the accompanying consolidated statement of operations for
    the year ended December 31, 2001.

K.  Financial Instruments

    The carrying value for certain short-term financial instruments that mature
    or reprice frequently at market rate, approximates their fair market value.
    Such instruments include cash and cash equivalents, accounts payable and
    accrued liabilities.  The carrying value of notes payable also approximates
    fair market value.

L.  Loss Per Common Share

    Basic loss per common share is calculated by dividing the net loss by the
    weighted average number of common shares outstanding during the period.
    Diluted loss per share is the same as basic loss per share since options to
    purchase 900,000 potential shares of common stock for the years ended
    December 31, 2001, and 2000, are not included in the computation of diluted
    loss per share as their effect would have been anti-dilutive.

                                      F-10
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

M.  Reclassifications

    Certain amounts in 2000 have been reclassified to conform with the 2001
    presentation.

N.  Recent Accounting Pronouncements

    In June 2001, the Financial Accounting Standards Board (FASB) issued
    Statement No. 141 (FAS 141), Business Combinations, and Statement No.
    142(FAS 142), Goodwill and Other Intangible Assets.

    FAS 141, effective June 30, 2001, requires that all business combinations
    initiated after June 30, 2001 be accounted for under the purchase method of
    accounting; the use of the pooling-of-interests method of accounting is
    eliminated. FAS 141 also establishes how the purchase method is to be
    applied for business combinations completed after June 30, 2001. This
    guidance is similar to previous generally accepted accounting principles
    (GAAP); however, FAS 141 establishes additional disclosure requirements for
    transactions occurring after the effective date.

    FAS 142 eliminates amortization of goodwill associated with business
    combinations completed after June 30, 2001. During the transition period
    from July 1, 2001 through December 31, 2001, goodwill associated with
    business combinations completed prior to July 1, 2001 continued to be
    amortized through the income statement. Effective January 1, 2002, goodwill
    amortization expense ceased and goodwill will be assessed for impairment at
    least annually at the reporting unit level by applying a fair-value-based
    test. FAS 142 also provides additional guidance on acquired intangibles that
    should be separately recognized and amortized, which could result in the
    recognition of additional intangible assets, as compared with previous GAAP.

    The Company had no business combinations prior to the issuance of FAS 141 or
    FAS 142, accordingly, neither of these statements will have an effect on the
    financial statements of the Company.

    In June 2001, the FASB issued Statement No. 143 (FAS 143), Accounting For
    Asset Retirement Obligations, which addresses the recognition and
    measurement of obligations associated with the retirement of tangible long-
    lived assets.  FAS 143 applies to legal obligations associated with the
    retirement of long-lived assets resulting from the acquisition,
    construction, development or the normal operation of a long-lived asset.
    FAS 143 requires that the fair value of an asset retirement obligation be
    recognized as a liability in the period in which it is incurred.  The asset
    retirement obligation is to be capitalized as part of the carrying amount of
    the long-lived asset and the expense is to be recognized over the useful
    life of the long-lived asset.  FAS 143 is effective January 1, 2003, with
    early adoption permitted.  The Company does not expect the adoption of the
    statement to have a material effect on the financial statements.

                                      F-11
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

N.  Recent Accounting Pronouncements (Continued)

    In August 2001, the FASB issued Statement No. 144 (FAS 144), Accounting for
    the Impairment or Disposal of Long-Lived Assets, which supersedes Statement
    No. 121 (FAS 121), Accounting for the Impairment of Long-Lived Assets and
    for Long-Lived Assets to Be Disposed Of. FAS 144 carries forward from FAS
    121 the fundamental guidance related to the recognition and measurement of
    an impairment loss related to assets to be held and used and provides
    guidance related to the disposal of long-lived assets to be abandoned or
    disposed of by sale.  FAS 144 became effective January 1, 2002 and was
    required to be applied prospectively.  Adoption of FAS 144 did not have a
    material effect on the financial statements.

NOTE 2 - GOING CONCERN

As described in Note 1, the Company has, at the present time, lost its rights to
continue development of the Shupe-Williams building.  Accordingly, the building
and adjacent lot was forfeited to the City.

The Company is in the process of obtaining County approval for the OlymPeak
project located near Snow Basin.  Management feels that upon obtaining County
approval and upon obtaining sufficient construction bonding, the Company may
begin to consummate sales on the unimproved lots.  As described in Notes 3 and
4, the Company financed the acquisition of the OlymPeak land with a note
payable, on which $655,306 was required to be repaid on or before October 31,
2001.  The note-holder has agreed to extend the due date until April 1, 2002,
and the Company is in negotiations to further extend the note.  Although the
Company anticipates final approval from the County in time to begin selling lots
to obtain funds to repay the loan, such approval is not assured.  Management is
also pursuing private stock offerings to raise additional funds.  Failure to
obtain funds could force the Company to seek further extension of the loan,
obtain alternate financing, or sell the land to avoid foreclosure.

In addition to the funding needs described above, the Company has also incurred
recurring losses from operations that require continued funding from outside
financing sources.  Due to the need to obtain immediate funding for the OlymPeak
project to fund ongoing operating expenses, including the repayment of other
indebtedness, there is substantial concern about the ability of the Company to
continue operating at the current level.

                                      F-12
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company was organized by Richard V. Murray and Larry R. Walker and they were
joined by Jon Blanchard in 1999.  Salaries and expense allowance have been paid
to these individuals.  They are currently working to develop the company with
compensation of $7,675 each month for Mr. Murray and Mr. Walker and $6,000 each
month for Mr. Blanchard.  Total compensation for the years ended December 31,
2001 and 2000 is as follows.  However, due to cash flow constraints, the
majority of the compensation for fiscal year 2001 remains unpaid and is included
in accrued expenses in the accompanying consolidated balance sheet at December
31, 2001.

                                                  2001          2000
                                                  ____          ____

   Salaries and expense allowance accrued to
     related parties                            $247,445      $161,625
                                                ________      ________

   Total                                        $ 54,700      $161,625
                                                ========      ========

The Company purchased 65 acres of land called the Snowbasin land from the
Maughan Family Partnership for $975,000 on October 31, 1996.  The Maughan Family
Partnership issued a note for $725,000 as part of the purchase price.  Russell
Maughan, who is a 1% shareholder and former chairman of the Board of Marina
Capital is also a partner in the Maughan Family Partnership.  The Company feels
that the terms of the purchase were not affected by the Company's relationship
with Mr. Maughan.

On December 30, 1996, the Company purchased a two-acre lot at Powder Mountain
from Ski Inn, a company in which Larry Walker was an owner.  The purchase price
was $120,000 in stock (See Note 9) which was estimated to be the fair market
value of the land.  A portion of the lot was sold, then reacquired in the year
2000.

                                     F-13
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - NOTES PAYABLE

The Company has the following notes outstanding
          as of December 31, 2001 and 2000.

                                                             2001       2000
                                                             ____       ____

  8.25% note payable (increased to 18% on November 1,
    2001) to the Maughan Family Partnership
    secured by OlymPeak development land, annual
    payments of $75,221, balance due April 1, 2002        $ 655,306   $ 674,853

  10% note payable to an unsecured stockholder, balance
    due March 7, 2002                                        25,000         -

  10% note payable to an unsecured stockholder, balance
    due on demand, convertible into common stock at
    $4.25 per share                                           4,250         -

  10% note payable to an unsecured stockholder, balance
    due on demand, convertible into common
    stock at $3.75 per share                                  5,000       5,000

  8% notes payable to an unsecured stockholder, balances
    due on demand                                           140,000     129,000

  9% note payable to an unsecured stockholder, balance
    due on demand                                            10,000         -

  8% note payable to an unsecured stockholder, balance
    due on demand, convertible into common stock
    at $3.75 per share                                       10,000      10,321

  10% note payable to an unsecured stockholder, balance
    due March 31, 2002                                       10,000         -

  10% note payable to an unsecured stockholder, balance
    due March 8, 2002, convertible into common stock at
    $4.25 per share                                           2,000         -

  12% note payable to an unsecured stockholder, balance
    past due at December 31, 2001, satisfied in March
    of 2002                                                 112,500     112,500

  10% note payable to an unsecured stockholder, balance
    due on demand, convertible into common stock
    at $3.75 per share                                       12,500      12,500
                                                          _________   _________
  Total                                                   $ 986,556   $ 924,627
                                                          =========   =========

                                     F-14
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - NOTES PAYABLE (CONTINUED)

Interest on the Maughan note has all been capitalized against the OlymPeak
development.  Interest on other notes payable and preferred stock has been
expensed.  The following amounts were capitalized and expensed during the
years ended December 31, 2001 and 2000.
                                                           2001       2000
                                                           ____       ____

Interest capitalized                                    $  55,675   $  55,405
Interest expensed                                          71,269      51,456
                                                        _________   _________

Total interest accrued                                  $ 126,944   $ 106,861
                                                        =========   =========

NOTE 5 - REDEEMABLE PREFERRED STOCK

The Company has issued 166,141 shares of redeemable preferred stock at prices
ranging from $3.00 to $4.25 per share.  The redeemable preferred stock bears
interest at 7 to 12 percent per annum and is payable in cash or additional
preferred stock of the Company, at the option of the holder.

Interest related to preferred stock in the amounts of $46,443 and $56,306, for
the years ended December 31, 2001, and 2000, respectively, has been recognized
as interest expense in the accompanying consolidated statements of operations.
Unpaid interest due preferred shareholders totaling $125,688, and $84,745 as of
December 31, 2001, and 2000, respectively, is included in accrued interest in
the accompanying consolidated balance sheets.

After one year from date of issuance, the preferred shares, along with any
related unpaid accrued interest, are redeemable, at the option of the holder for
cash or convertible into common stock of the Company at a stipulated price of
$3.00 to $4.25 per share of common stock, the approximate market value of the
common stock as of the date of issuance of the preferred stock.  Furthermore,
after two years from the date of issuance, the Company has the option, and may
elect to redeem, the preferred stock at a price of $3.00 to $4.25 per share plus
any unpaid interest.

Certain of the preferred stockholders, representing 150,000 shares of preferred
stock also have the option of redeeming their stock towards the purchase of a
lot in the OlymPeak Estates project at the prevailing sales price for such lots.

As of December 31, 2001, none of the preferred stock has been redeemed.

                                     F-15
<PAGE>

NOTE 6 - INCOME TAXES

The Company has adopted SFAS No. 109, Accounting for Income Taxes.   Generally,
deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  However, no deferred tax
assets or liabilities have been reflected in the financial statements, as there
are no differences between the carrying values of assets and liabilities for
book verses tax purposes.  The Company has operated at a loss since inception.
The Company feels that any tax benefit from these operating losses is uncertain
and would be reduced to zero under the valuation allowance rules.  The Company
has net operating losses totaling approximately $4.2 million for both federal
and state tax purposes as of December 31, 2001.  Such loss carryovers begin to
expire in the year 2017.

NOTE 7 - ESCROW DEPOSITS

The Company's escrow agent has established escrow accounts for several deposits
received from individuals interested in purchasing Shupe-Williams Building condo
units and lots in the OlymPeak subdivision.  The funds are fully refundable if
the projects are not completed and such amounts are excluded from the
accompanying consolidated financial statements.  The following table summarizes
such deposits as of December 31, 2001 and 2000.

                                        2001       2000
                                        ____       ____

        Shupe Williams Trust          $10,000     $ 9,000
        OlymPeak Trust                  5,000       5,000
                                      _______     _______
                                      $15,000     $14,000
                                      =======     =======

NOTE 8 - REAL ESTATE

I.  OLYMPEAK ESTATES (SNOWBASIN LAND)

The OlymPeak Estate project consists of 65 acres of raw land located in Ogden
Valley approximately four miles from the Snow Basin Ski Resort.  It is being
developed into 22 residential lots.  Preliminary approval for the development
was obtained from Weber County on March 14, 1996.  The State of Utah has issued
a building permit for the water and sewer system to service the project.  The
project plat is currently being revised as requested by the County and will be
resubmmitted for approval at a later date.  Upon receiving the final approval,
construction on the roads, water and sewer system will commence and will take
approximately three to six months to complete.  Lots have been reserved at a
sale price of between $125,000 to $300,000 per lot.  Seven of the lots have been
reserved in connection with the issuance of redeemable preferred stock which can
be redeemed against the purchase price of OlymPeak Estate lots.   A not-for-
profit Water and Sewer District has been formed by Weber County to service the
area.  Although lots have been reserved, no sales have been consummated.

II. SHUPE-WILLIAMS PLAZA

The Shupe-Williams Plaza Building is a four-story building of approximately
62,500 feet situated on an 85,000 square foot building lot located on Wall
Avenue near Historic 25th Street in downtown Ogden, Utah.  The building was
built in 1902 and was used as a warehouse and candy manufacturing facility.
The building has been abandoned for 15 years.

The Shupe-Williams Plaza property was conveyed to the Company by the Ogden City
Corporation and the Ogden City Developmental Agency (The City) on May 27, 1998.
The total purchase price was $100.00.  The City also retained a $250,000 Trust
Deed on the building and adjacent lot which would have been considered satisfied
upon satisfactory development of the property.  The City has also agreed to
rebate $250,000 in taxes, over a five-year period.

The Company has attempted to secure the financing necessary to refurbish and
convert the building.  However, on March 15, 2002 the City reclaimed the land
and building for failure to complete the project within the time frame specified
by the City.  At the request of the City, the Company has submitted a new
proposal to develop the project, which among other thigs, includes an offer by
the Company to outright acquire the land and building for $250,000.  Management
believes the City will make a final decision on the Company's proposal by May 1,
2002.

                                      F-17
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - REAL ESTATE (CONTINUED)

III.  POWDER MOUNTAIN LAND

The Powder Mountain property is a two acre parcel of mountainous unimproved land
located in Northern Utah, Cache County, and is adjacent to the main parking lot
at Powder Mountain Ski Resort.  The ski lifts and trails can be skied directly
to and from the property.  The property is located eight miles from Eden, Utah,
one hour from the Salt Lake City International Airport, and thirty minutes from
Ogden, Utah.  The property is currently zoned FR-40 - Forest land with 40 acres
per building under a conditional use permit.

The Company acquired the property from Ski Inn at Powder Mountain, a Limited
Partnership in which Mr. Larry R. Walker, a director and president of the
Company was the General Partner.  The Limited Partnership received 60,000 shares
of the Company's $.001 par value Common Stock in consideration for the land.

<TABLE>
<CAPTION>

The following summarizes development costs incurred during the years ended
December 31, 2001 and 2000.

<S>                                 <C>              <C>             <C>         <C>
                                     OlymPeak         Shupe-          Powder
                                     Estates         Williams        Mountain
                                      Land            Plaza            Land         Total
                                    __________       ________        _________    __________

Balance at December 31, 1999        $1,354,445      $ 287,986        $  96,000    $1,738,431

  Development costs capitalized        101,058         92,507           39,516       233,081
                                    __________      _________        _________    __________

Balance at December 31, 2000         1,455,503        380,493          135,516     1,971,512

  Development costs capitalized         88,946         10,260              -          99,206

Forfieiture of land and building
  to the City                              -         (390,753)             -        (390,753)
                                    __________       ________        _________    __________

Balance at December 31, 2001        $1,544,449       $    -          $ 135,516    $1,679,965
                                    ==========       ========        =========    ==========
</TABLE>

                                      F-18
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - STOCK OPTION AGREEMENTS

In October and December, 1998, in exchange for services from an existing stock
holder, the Company issued to such stock holder options to acquire an additional
500,000 shares of common stock at the exercise price of $2.50 per share.  The
value of these options, using the "minimum-value" approach under Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
(SFAS No. 123) was estimated at $.75 per share.

Two of the Company's employees have entered into employment agreements which
granted them the right to purchase shares of common stock (each year within 60
days of their anniversary date, beginning November 1, 1997 and ending November
1, 2003) equal to an aggregate total of five percent of the then issued and
outstanding common stock of the Company at an exercise price equal to 75 percent
of the book value of the common shares as of the date of exercise.  The Company
has applied variable-plan accounting with respect to these options, and
accordingly, compensation expense has been recognized in the accompanying
consolidated statements of operations under the caption "other compensation"
based on the estimated total intrinsic value of shares available under option,
as measured on each of the anniversary dates.  Compensation expense amounted to
$46,298 for the year ended December 31, 1999 and reflects changing amounts for
each relative period for shares available under option, exercise price (based on
the book value of outstanding shares), and the estimated value of the common
stock.  Effective March 14, 2000, the Company, and the employees described
above, nullified the provision included in the employment agreements which
granted such employees the right to acquire up to five percent of the Company's
outstanding common stock.  In connection with the cancellation of the previous
stock option agreement, the Company granted each of the employees an option to
acquire 200,000 shares of the Company's common stock at the price of $3.50 per
share.  The option to acquire common stock terminates in conjunction with the
termination of the employment agreements on October 31, 2003.  Had compensation
expense for these options been recognized under the fair-value method, the
Company's net loss and loss per common share for the year ended December 31,
2000 would have been incresed as reflected in the following proforma amounts.

    Pro forma net loss applicable to common
       shareholders                                        $(651,039)

    Pro forma basic and diluted loss per common share      $    (.16)

The fair value of the options issued to employees was estimated using the
minimum-value method prescribed by SFAS No. 123.  The exercise period for the
options was the remaining employment period for the employees granted the
options of three years as of December 31, 2000.  The risk-free interest rate was
6.2 percent as of December 31, 2000.  In addition, the calculation assumed zero
percent dividend yields.

A summary of the Company's stock option activity and related information is as
follows.  All options outstanding as of the end of each year are exercisable.


                                      F-19
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

NOTE 9 - STOCK OPTION AGREEMENTS (CONTINUED)

                                                      Year ended December 31,
                                                  2001                             2000
                                        ___________________________      __________________________
<S>                                    <C>           <C>                 <C>          <C>
                                                       Weighted-                        Weighted-
                                        Number          average            Number        average
                                        of shares    exercise price      of shares    exercise price

Outstanding at beginning of year        900,000        $ 1.44             905,877        $ 1.44

Granted                                     -          $ 3.50             400,000        $ 3.50
Cancelled                                   -          $ 0.13             405,877        $ 0.13
                                        _______        ______             _______        ______

Outstanding at end of year              900,000        $ 2.94             900,000        $ 2.94
                                        =======        ======             =======
Options exercisable at end of year
  with fixed exercise price             900,000        $ 2.94             900,000        $ 2.94


</TABLE>

The weighted-average grant-date fair value of options granted in the year ended
December 31, 2000 was estimated to be $184,016.

Exercise prices for options outstanding as of December 31, 2001 were $2.50 and
$3.50 for options with a fixed exercise price.  The weighted-average remaining
contractual life of all outstanding options as of December 31, 2000 is 2.5
years.

NOTE 10 - SUBSEQUENT EVENTS

In January of 2002, the Company borrowed $185,000 under a financing agreement
with a local private lending company.  The loan bears interest at 18 percent per
annum, and requires minimum monthly interest payments of $2,775.  Should the
Company fail to make the scheduled monthly interest payments, the loan will be
in default and the interest rate can be increased to a total of 36 percent.
The Company failed to make its first scheduled interest payment, and, as of
April 10, 2002 was in negotiations to extend or modify the terms of the loan.
The net proceeds of the loan, after origination fees and closing costs of
$160,800, were primarily used to repay an outstanding note obligation to a
stockholder in the amount of $112,500, plus accrued interest and other fees for
a total of $139,599.

In March of 2002, the City of Ogden reclaimed its ownership interest in the
Shupe-Williams Plaza.  See Note 9.

                                      F-20
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10 - SUBSEQUENT EVENTS (CONTINUED)

In April of 2002, the Company's Board of directors authorized a special
conversion incentive to holders of convertible preferred stock and notes,
allowing for the conversion of such stock and notes to shares of common stock
at the discounted conversion price of $2.50 per share.  Currently, convertible
preferred shares have conversion prices for common stock ranging from $3.00 to
$4.25 per share.  The convertible notes have conversion prices ranging from
$3.75 to $4.25 per share.

As of April 10, 2002, the Company was notified by holders of 22,000 shares of
preferred stock, valued at approximately $89,500 of the holders' intent to
convert such preferred shares into common shares at the conversion price of
$2.50 per share.

As of April 10, 2002, the Company was notified by two holders of convertible
notes of their intent to convert the notes, valued at approximately $16,750 into
shares of common stock, at the conversion price of $2.50 per share.

In April of 2002, the Board passed a resolution to provide compensation in the
form of cash or stock to directors of the Company commensurate with services
rendered, and that such compensation should be retroactive.  A compensation
committee is being formed to address the issued of compensation for such
directors.  Accordingly, the Company may be liable to various directors for
services rendered prior to December 31, 2001.  However, as of April 10, 2002,
no such determination has been as to amounts earned, if any, for services prior
to December 31, 2001 and no compensation expense has been recognized in the
accompanying consolidated financial statements for the years ended December 31,
2001 or 2000.  Management does not believe that additional compensation, if any,
for directors for fiscal years 2001 or 2000 will have a material adverse effect
on the financial position of the Company.

                                      F-21
<PAGE>

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

On January 8, 2001, the Board of Directors of Marina engaged the services of
Carver Hovey & Co. as its independent auditor.

Marina's former independent accountant of Davis, James & Chase-Kraaima's reports
for the last two years have not contained an adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.  Nor has there been any disagreement with Davis, James &
Chase-Kraaima on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.

PART III

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

The Directors and Officers of Marina are as follows:

Name                     Age             Position
____                     ___             ________

Glenn J. Mecham          66         Director Chairman of Board
Larry R. Walker*         66         Director, President, CEO
Richard V. Murray*       50         Director, CIO/VP/Treasurer
Edward S. Sweeney        51         Director, COO
Charles A. Priest        66         Director/Executive Director Human Resources
William J. Tabar         71         Director
Morton Miller            79         Director
Russell C. Maughan       48         Director
Thomas J. Lyons          54         Director
Gordon H. James          45         CFO
George Tyler Hufford     32         VP Financial Services
Sherren O'Toole          62         Secretary
John R. Blanchard        39         VP Development Services

*These persons may be deemed "promoters" of Marina as that term is defined under
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

All Directors of Marina will hold office for one (1) year or until the next
annual meeting of shareholders of Marina and their successors are duly elected
and qualified.

The Officers of Marina are elected by the Board of Directors at the first
meeting after each annual meeting of Marina's shareholders, and hold office
until their death, or until they shall resign or have been removed.

                                      14
<PAGE>

Biographies of Officers and Directors

GLENN J. MECHAM  - DIRECTOR/CHAIRMAN OF THE BOARD.  Mr. Mecham has been a
Director of Marina since June 2, 2000 and became Chairman of the Board on June
23, 2001.  Mr. Mecham was elected Mayor of Ogden City, Utah in 1992 and served
in that office until 2000.  An attorney by profession, he has served as
Assistant United States Attorney for the District of Utah, State Court Judge,
City Attorney and County Attorney.  He was a partner with the firm of Mecham and
Richards and served as Vice President and General Counsel for the St. Benedict's
Regional Health System.  He is a former member of the U.S. Department of Justice
Advisory Board, the Utah Judicial Council Advisory Committee, and past President
of the Weber County Bar Association. Mr. Mecham holds a Juris Doctor degree from
the University of Utah and a Bachelor of Science degree from Utah State
University.  He is a retired Colonel in the Air Force Reserve and was Director
of Judge Advocate Reserve Programs for the Air Force Logistics Command and
graduated from the Air War College and the Air Command and Staff College. He was
awarded the Legion of Merit and the Meritorious Service Medals.  Mr. Mecham has
held many positions on the boards of civic, governmental and educational
organizations and has received Distinguished Service Awards from both Weber
State University and Utah State University.

LARRY R. WALKER - DIRECTOR/PRESIDENT/CEO.  Mr. Walker has been President/CEO and
Director since the inception of Marina.  He is the Principal Broker for Marina
Capital and Managing Member for the Shupe-Williams Plaza LLC.  Mr. Walker has
been a developer and manager of a major ski resort in the State of Utah.  He
established and managed a regional office for a national brokerage firm.  Mr.
Walker has owned and managed a business and financial services consulting
company for small to medium sized businesses.  Mr. Walker has been an executive
with an investment banking firm and president of Equitable Business & Financial
Services, Inc., a business consulting firm, and SCOR Financial Associates, Inc.,
a securities consulting company.  Mr. Walker also has had extensive business
management, real estate development, securities and financial planning
experience.  He is a licensed Real Estate Broker and obtained his Real Estate
Brokers License from the State of Utah in 1982.  He obtained a California Real
Estate Sales License in 1986.  He also was an airline pilot for ten years.

RICHARD V. MURRAY - DIRECTOR/VP/CIO/TREASURER.  Mr. Murray has been a Vice
President and Director since the inception of Marina and its CIO on June 23,
2001.  Mr. Murray has been engaged in real estate as an investor, broker and
developer since 1978.  Mr. Murray has been a featured speaker for several real
estate investment and brokerage firms specializing in commercial investment and
development.  Mr. Murray has also been a consultant for corporate CEO's and
other corporate executives engaged in acquisition negotiations.  Mr. Murray
graduated Cum Laude from Holy Cross in 1973 with a Bachelor of Arts Degree in
History.  Mr. Murray obtained his California Real Estate Broker License in 1980.
He is currently the Chief Operating Officer and Principal Broker for the San
Francisco Real Estate & Investment office.

EDWARD S. SWEENEY - COO/DIRECTOR.  Mr. Sweeney has been a Director of Marina
since June 2, 2000 and its COO on June 23, 2001.  Mr. Sweeney is a partner and
officer in Sweeney Land Company/MPE, Inc.  He is the Founder of SA Group, a
fund-raising consulting firm in Salt Lake City whose primary emphasis is on
start-up non-profits and/or organizations launching their first capital campaign
and/or introducing fund-raising into their organization for the first time.  Mr.
Sweeney has also served as Executive Vice-President of John B. Cummings Company,
Inc. and as Vice-President for Institutional Advancement and General Counsel of

                                      15
<PAGE>

Westminster College of Salt Lake City.  Mr. Sweeney is a graduate of Westminster
College of Salt Lake City and the University of Santa Clara College of Law.  He
was a partner in the firm of Biele, Haslam and Hatch, a Utah Professional Law
Corporation as well as an Adjunct Instructor at Westminster College.  Mr.
Sweeney is affiliated with State and National Bar Associations, State and
National Attorney organizations, the National Society of Fund-Raising
Executives, Dallas, Texas, the Utah Society of Fund-Raisers and was a founding
member of the Utah Planned Giving Roundtable.  He is a former Member of the
Board of Trustees, Westminster College of Salt Lake City, a Member and Director
of Utah's Alta Club and a Member and President of the Crossroads Kiwanis Club.
Mr. Sweeney is a former Director of Utah Issues, Catholic Foundation in and for
the Salt Lake Catholic Diocese, Cathedral of the Madeleine Restoration Project,
East High School Foundation, Catholic Community Services and Yellowstone
Ecosystem Studies, Inc.

CHARLES A. PRIEST, Ph.D. - DIRECTOR/EXECUTIVE DIRECTOR HUMAN RESOURCES.  Dr.
Priest became a Director and the Executive Director of Human Resources for
Marina on June 23, 2001.  Dr. Priest has spent twenty-four years in management
positions including two years as a consultant in conference planning and meeting
planning, twenty years as director of countywide job training programs, two
years as California State Department of Education vocational supervisor, and
seven years as instructor in secondary, post-secondary and collegiate
institutions.  He has been on various boards of directors for organizations for
nineteen years.  Dr. Priest is the author of "Planning Your Finances" (1969),
"Economic Development of Hearne Technical Center" (1987) and "Campaign
Solutions" (1996).

WILLIAM J. TABAR - DIRECTOR.  Mr. Tabar has been a Director of Marina Capital,
Inc. since May of 1997.  He was co-founder of Business Resource Center which
opened its first business brokerage office twenty years ago in Ogden, Utah.  Mr.
Tabar currently owns and manages four business brokerage offices located
throughout the State of Utah.  He is a member of the Board of Directors of
International Business Broker Association, a member of the M & A Source, and a
Certified business Intermediary.  Before founding business Resource Center, Mr.
Tabar was CEO and Executive Vice President of Scott USA, a privately owned
company which manufactured ski and motorcycle products domestically and
internationally, and President of AMF Head Ski and Tennis Division, manufacturer
and distributor of sporting goods sold throughout the world. He holds an MS
Degree in chemical Engineering from West Virginia University.

MORTON MILLER - DIRECTOR.  Mr. Miller has been a Director of Marina since June
2, 2000.  Mr. Miller is currently a member of the San Francisco Mayor's Fiscal
Advisory Committee, the San Francisco State University College of Business
Advisory Board, the University of San Francisco Center for the Pacific Rim, the
World Presidents Organization and director of the WPO/YEO Young Entrepreneurs
mentoring program, a director of the International Diplomacy Council and a
director of the United Religions Initiative.  From 1994 to 1995 he was President
of the San Francisco Public Utilities Commission and a Commission member from
1993 to 1996.  He was also assistant to the Mayor of San Francisco from 1992 to
1996.  During a lengthy business career, he was the CEO of several turn-around
companies including Castle & Cooke Merchandising Corporation, and a general
partner of a venture capital firm.  Mr. Miller has a BS degree from the
University of Pennsylvania and a MBA from Harvard.

                                      16
<PAGE>

RUSSELL C. MAUGHAN - DIRECTOR.  Mr. Maughan has been a Director of Marina since
May of 1997 and was formerly its Chairman of the Board.  Mr. Maughan presently
serves as Vice-President of Home Abstract & Title Co. in Ogden, Utah, and has
been an officer and director for the past twenty (20) years.  He is also a
trustee, stockholder and trust officer of Home Abstract & Title Co.  Mr. Maughan
is designated as a Utah Registered Abstractor and Licensed Title Agent.  Mr.
Maughan is a General Partner of Wolf Creek Country Club Associates.  He is a
member of the Ogden Chamber of Commerce, Utah Homebuilders Legislative Affairs
Committee and Ogden Board of Realtors.  Mr. Maughan has also been a Utah State
Republican Party Delegate.

THOMAS J. LYONS.  DIRECTOR.  Mr. Lyons became a Director of Marina on June 23,
2001.  Mr. Lyons has extensive management and administrative experience.  From
June of 1995 to the present, Mr. Lyons has been the Executive Director of the
New England shelter for Homeless Veterans.  From April of 1985 to April of 1995,
Mr. Lyons was the Deputy Commissioner of Veterans' Services.  For eighteen
years, Mr. Lyons held a variety of positions with Boston Edison Company and was
selected as one of three Loaned Executives from the Boston Edison Company to the
United Way.  Mr. Lyons was enrolled in the Senior Executive Fellows Program at
the John F. Kennedy School of Government in 1988 and studied Urban Planning at
Boston State College.  Mr. Lyons has completed numerous courses in communication
skills, human resources and general management issues and a variety of seminars
providing instruction in the legislative process.  Mr. Lyons has held many
professional and community positions and is the Principal Organizer and Founder
of the Semper Fidelis Society, a fund-raising organization that offer
scholarships to children of Marine Veterans.  Mr. Lyons is a U.S. Marine Corps
Combat Veteran of Vietnam.

GORDON JAMES.  CFO.  Mr. Gordon H. James became the CFO and Treasurer for Marina
on June 23, 2001 and has been its Chief CPA since Marina's inception in March of
1996.  Mr. James has been a practicing public accountant since 1979.  He is a
partner in the firm of Davis, James, & Chase-Kraaima in Ogden, Utah.  He is the
president of the Northern Chapter of the Utah Association of Certified Public
Accounts and a member of the American Institute of Certified Public Accountants.
Mr. James is licensed to practice in the State of Utah and Alaska, and before
the Internal Revenue Service.

GEORGE TYLER HUFORD.  VP FINANCIAL SERVICES.  Mr. George Tyler Huford, became
Marina's VP of Financial Services on June 23, 2001.  Mr. Huford was formerly the
founder and principal owner of Keystone Lending Group of Colorado.  Mr. Huford
has developed an extensive history in real estate bridge lending, both as a
direct lender and as a loan broker.  In addition, Mr. Huford was the Vice
President of Operations of Cornerstone Private Capital where he originated,
managed and syndicated short-term real estate bridge loans.  As the VP of
Operations, Mr. Hufford was involved in every phase of lending including
originating, underwriting, and servicing.  Mr. Hufford reported directly to the
Board of Directors and President of the Firm.  Mr. Hufford graduated from the
University of Colorado in 1991 with a Bachelor's degree in accounting.  After
graduation, Mr. Huford worked for a private real estate developer and
entrepreneur in Aspen, Colorado.  In 1996, Mr. Hufford helped his employer form
Cornerstone Private Capital, a direct real estate lending firm.  In 1997, Mr.
Hufford worked exclusively for Cornerstone Private Capital starting as the
Controller for the firm before being promoted to Vice President of Operations.
Cornerstone Private Capital originated nearly $20,000,000 of loans annually, and
opened offices in Aspen, Denver, and San Diego.  In 1999, after leaving
Cornerstone Private Capital, Mr. Hufford founded Secured Capital Resource LLC

                                      17
<PAGE>

to broker real estate loans and to offer consulting services to real estate
lenders and developers.  In this capacity, Secured Capital Resources LLC has
been involved in loan closings, totaling over $100,000,000.

SHERREN O'TOOLE - CORPORATE SECRETARY.  Ms. O'Toole has been Marina's Corporate
Secretary since April of 1999.  Ms. O'Toole has been involved in real estate as
an investor, sales agent, property manager and real estate office manager for
fifteen (15) years.  Prior to that time, Ms. O'Toole was a Tax Technician and
Supervisory Manager for the Internal Revenue Service for fifteen (15) years.
Ms. O'Toole attended Weber State University in Ogden, Utah.

JON BLANCHARD - VICE PRESIDENT DEVELOPMENT SERVICES.  Mr. Blanchard has been a
VP of Development Services for Marina since the inception of Marina.  Mr.
Blanchard has been involved in land planning and landscape architectural design
since graduating from Kansas State University's College of Architecture and
Design in 1988.  He has extensive experience in land planning, landscape
architectural design and consultation for various resort, hotel, skiing, golf
course, light industrial, retail commercial and residential projects. Mr.
Blanchard has prepared design construction documents, cost estimates,
specifications and bid documents of several parks throughout New York City and
has worked on high-end projects in 14 states.  Mr. Blanchard is the owner and
president of 13 Design Studio in Park City, Utah.  Mr. Blanchard has done
extensive work and consultation on Utah's Winter Sports Park, which was the site
of all ski jumping, bobsled and luge events during the 2002 Winter Olympics.

Item 10.  Executive Compensation.

<TABLE>

SUMMARY COMPENSATION TABLE

<CAPTION>
                                                            Long Term Compensation
                        Annual Compensation                 Awards                             Payouts
(a)                   (b)    (c)       (d)       (e)            (f)            (g)               (h)          (i)
Name and                                     Other Annual    Restricted      Securities         LTIP       All Other
Principal                   Salary    Bonus  Compensation   Stock Award(s)   Underlying        Payouts    Compensation
Position             Year    ($)       ($)       ($)            ($)         Options/SARs (#)     ($)          ($)
----------------     ----   -------   -----  ------------    ------------   ---------------    -------    -------------
<S>                  <C>    <C>         <C>    <C>               <C>            <C>               <C>          <C>
Larry R. Walker      2001   $92,100     0      $9,600            0                    0           0            0
President

Richard V. Murray    2001   $92,100     0      $9,600            0                    0           0            0
Treasurer

Jon R Blanchard      2001   $20,800     0      $2,400            0                    0           0            0
VP Development
  Services

</TABLE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of the date hereof, based on
information obtained from the persons named below, with respect to the
beneficial ownership of the Common Stock by (i) each person known by the Company
to own beneficially 5% or more of the Common Stock, (ii) each director and
officer of the Company and (iii) all directors and officers as a group:


                                      18
<PAGE>

Name and Address                      Shares owned
of Beneficial Owner                   Beneficially (1)(2)        % Owned
___________________                   ___________________        _______

Larry R. and Jean P. Walker             1,440,000(3)             31.87%
4748 Fairway Oaks
Eden, UT 84310

Richard V. and Carolyn C. Murray        1,407,500                31.15%
Box 566
4819 Fairway Oaks
Eden, UT 84310

Glenn J. Mecham                             4,000                  .09%
1715 Darling St.
Ogden, UT 84403

Edward S. Sweeney                           4,500                  .10%
2005 E. 2700 S., Suite 180
Salt Lake City, UT 84109

Morton Miller                               4,000                  .09%
2235 N. Point St.
San Francisco, CA 94123

Thomas J. Lyons & Jean Lyons               52,333                 1.16%
7 Pine Hill Circle
Wakefield, MA 01880

Charles A. Priest                          76,833                 1.70%
P.O. Box 11891
Zephyr Cove, NV 89448

Sheila Kelly                              281,333                 6.23%
4775 Summit Ridge Drive
Reno, NV 89503

Sherren O'Toole                             2,000                  .04%
1120 Canyon Rd., #44
Ogden, UT 84404

William J. Tabar                           37,500                  .83%
4185 Beus Dr.
Ogden, UT 84403

Russell C. Maughan                         37,500                  .83%
1690 Shoshone Dr.
Ogden, UT 84403

Jon R. Blanchard                           54,105                 1.20%
2605 Wall Ave.
Ogden, Utah 84401

Officers, Directors and 5%              3,401,604                75.28%
shareholders as a group
(12 in number)

  (1)   The number of shares of Common Stock owned are those "beneficially
        owned" as determined under the rules of the Securities and Exchange
        Commission, including any shares of Common Stock as to which a person
        has sole or shared voting or investment power and any shares of Common
        Stock which the person has the right to acquire within 60 days through
        the exercise of any option, warrant or right.

                                      19
<PAGE>

  (2)   No officer, director or security holder listed above owns any warrants,
        options, or rights, with the exception of Larry R. Walker and Richard V.
        Murray.  Larry R. Walker and Richard V. Murray each have the right for
        the term of their Employment Agreements to purchase up to 200,000 shares
        of Marina's $.001 par value common stock, at a price of $3.50 per share.
  (3)   Includes 200,000 shares for which Mr. Larry R. Walker and Mr. Richard V.
        Murray have an option to purchase, pursuant to the terms of their
        Employment Agreements.  As of this time, neither Mr. Walker nor Mr.
        Murray has exercised their option to purchase the 200,000 shares of
        common stock.

Item 12.  Certain Relationships and Related Transactions

Marina has not entered into any transactions during the last two fiscal years
with any director, executive officer, director nominee, or shareholder of 5% or
more, except as follows:  The Company on October 20, 1998, issued to Kevin
Molinari 300,000 options to be exercised on or before October 20, 2004, at an
exercise price of $2.50 per share.  Additionally, the Company issued to Kevin
Molinari 200,000 options to be exercised on or before December 14, 2004, at an
exercise price of $2.50 per share.  The options were issued in exchange for
services related to promoting the Company.  Marina, on March 15, 1999, issued
to Kevin Molinari, 100,000 options as an inducement to make an investment in the
Company, which were to be exercised on or before May 15, 1999, at an exercise
price of $2.00 per share.  On May 15, 1999, Mr. Molinari exercised options for
82,500 shares of restricted common stock at an exercise price of $2.00 per share
and the remaining 17,500 options expired.

On March 14, 2000, Marina ("Employer") and Larry R. Walker and Richard V. Murray
("Employees") entered into an Amendment Agreement to their Employment Agreements
to cancel the Employees' right to purchase common stock of the Employer based on
a formula whereby each year within the first sixty (60) days of the anniversary
date, starting in 1997, Employees may purchase up to an amount of stock equal to
5% of the then issued and outstanding common shares at a price equal to 75% of
the book value of the common stock.  Under the Amendment, Marina grants the
Employees the right, through the term of the Employment Agreement, to each
purchase up to 200,000 shares of Marina's $.001 par value common stock, at a
price of $3.50 per share.

Marina had the following notes outstanding, as of December 31, 2001 and 2000.

                                                               2001      2000
                                                               ____      ____
1.   8.25% note payable to the Maughan Family Partnership
       secured by OlymPeak development land, annual
       payments of $75,221, balance due April 1, 2002       $ 655,306  $ 655,306

2.   10% note payable to an unsecured stockholder,
       balance due March 7, 2002                               25,000          -

3.   10% note payable to an unsecured stockholder, balance
       due on demand, convertible into common stock at
       $4.25 per share                                          4,250          -

4.   10% note payable to an unsecured stockholder, balance
       due on demand, convertible into common stock at
       $3.75 per share                                          5,000      5,000

                                      20
<PAGE>

5.   8% notes payable to unsecured stockholders, balances
       due on demand                                          140,000    129,000

6.   9% note payable to an unsecured stockholder, balance
       due on demand                                           10,000          -

7.   8% note payable to an unsecured stockholder, balance
       due on demand, convertible into common stock
       at $3.75 per share                                      10,000     10,321

8.   10% note payable to an unsecured stockholder, balance
       due March 31, 2002                                      10,000          -

9.   10% note payable to an unsecured stockholder, balance
       due March 8, 2002, convertible into common stock at
       $4.25 per share                                          2,000          -

10.  12% note payable to an unsecured stockholder, balance
       past due at December 31, 2001, satisfied in March
       of 2002                                                112,500    112,500

11.  10% note payable to an unsecured stockholder, balance
       due on demand, convertible into common stock at
       $3.75 per share                                         12,500     12,500
                                                            _________  _________
                           Total                            $ 986,556  $ 924,627
                                                            =========  =========

Marina has not entered into transactions with any member of the immediate
families of the foregoing persons (includes spouse, children, siblings and in-
laws), nor is any such transaction proposed.

Item 13.  Exhibits and Reports on Form 8-K.

No Exhibits filed as part of this Form 10-KSB.

The following list describes the Exhibits previously reported on Form 10-KSB:

Exhibit No.		Description of Document
___________             _______________________

3.1      Articles of Incorporation of Marina Capital, Incorporated.

3.1.1    Amendment to Articles of Incorporation, filed February 12, 2001

3.2      Bylaws of Marina Capital, Incorporated.

4.0      Specimen form of Registrant's common stock.

10.1     Employment Agreement dated November 1, 1996 between Marina
         Capital, Inc., and Larry R. Walker.

                                      21
<PAGE>

10.2     Employment Agreement dated November 1, 1996 between Marina
         Capital, Inc., and Richard V. Murray.

10.3     Employment Agreement dated April 1, 1999, between Marina
         Capital Inc., and John R. Blanchard.

10.4     Option Agreements dated, October 20, 1998, between Kevin
         Molinari and Marina Capital, Inc. for 300,000 options.

10.5     Option Agreement dated, December 14, 1998, between Kevin
         Molinari and Marina Capital, Inc. for 200,000 options.

10.6     Subscription/Option Agreement dated March 15, 1999, between
         Kevin Molinari and Marina Capital, Inc. for 100,000 options.

10.7     Consent of Accountants.

10.8     Letter of Intent and Understanding between VR Utah and Marina
         Capital, Inc.

10.9     Financing Terms OlymPeak Estates Subdivision

10.10    Real Estate Purchase Contract Shupe Williams Plaza (the Company)
         and Ogden City Corporation and Ogden City Neighborhood Development
         Agency.

10.11    Trust Deed between Marina Capital, Inc. (Trustors), Home
         Abstract & Title Company, Inc. (Trustee) and Richard U. Hovey
         (Beneficiary).

10.12    Extension of Agreement Letter between Marina Capital, Inc. and
         City of Ogden Community & Economic Development Department dated
         March 2, 2001.

10.13    Amendment to Employment Agreement between Larry R. Walker and
         Richard V. Murray, dated March 14, 2000.

10.14    Maughan Family Partnership Notice of Extension of Note due
         October 31, 2001, dated March 30, 2001.

23.0     Loan Agreement dated, October 31, 1996, between the Maughn
         Family Trust and Marina Capital, Inc.

27.0     Financial Data Schedule

Reports filed on Form 8-K

Form 8-K previously filed April 16, 2001
Form 8-K/A previously filed August 15, 2001


                                      22
<PAGE>

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.

Marina Capital, Inc.

Date:   April 15, 2002                       By: /s/ Larry R. Walker
                                                ----------------------
                                                Larry R. Walker-President

                                      23