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

                                 FORM 10-KSB

                                 Amendment 2

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 1999

[  ] 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: $35,334.00

Aggregate market value of voting stock held by non-affiliates of the issuer as
of:  12/31/99: $0

Number of shares of common stock, .001 par value, outstanding on
12/31/00 was 4,058,774

DOCUMENTS INCORPORATED BY REFERENCE

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


<PAGE>

                             Marina Capital, Inc.

                                 FORM 10-KSB
                              TABLE OF CONTENTS
                                                                     Page

ITEM 1.  DESCRIPTION OF BUSINESS                                       1

ITEM 2.  DESCRIPTION OF PROPERTY                                      10

ITEM 3.  LEGAL PROCEEDINGS                                            10

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
         SECURITY HOLDERS                                             10

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS                                          10

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS             11

ITEM 7.  FINANCIAL STATEMENTS                                         14

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE                       15

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
         AND CONTROL PERSONS; COMPLIANCE WITH SECTION
         16(a) OF THE EXCHANGE ACT                                    15

ITEM 10. EXECUTIVE COMPENSATION                                       17

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT                                        17

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS               18

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                             18


<PAGE>

                                    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.  The Subchaper-S Corporation
election was terminated by Marina as of January 1, 1997.   Marina elected a C-
Corporation status in place of the Subchapter-S Corporation on January 1, 1997.
Marina is considered as being in the development stage.

Marina is, and has been for the past three 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 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.


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<PAGE>

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, is 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 has begun construction of the Shupe-Williams building, but
has not completed the build out or sales of the property.

Divisions

Marina is composed of three divisions: (a) Marina Capital Development Services-
land planning/engineering and consulting; (b) Marina Capital-real estate sales
and marketing, at this time, has generated a total sales volume of $1,553,390
between twelve properties representing $94,306 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 2001.

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.

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 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.

Employment.

Utah's current employment boom is unprecedented in terms of the number of years
of continued growth and the rates of increase.  In 1996, Utah's job growth rate
was 5.3 percent, ranking second


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among all states.  Utah's job growth rate has now equaled or exceeded 3.0% for
nine consecutive years and exceeded 5.0% in four straight years.  Never before
in Utah's post World War II economic history has employment increased at rates
this high for such a sustained period.

The expansion of private sector jobs has fueled Utah's recent economic
prosperity.  Since 1986, Utah added 321,700 jobs, with 92% of the growth
occurring in the private sector.  Private sector employment increased from 78%
of total employment to 83%.  The fastest growing segments have been in the
construction (6.6%), and services (6.4%) industries.

Outlook.  Utah's current economic prosperity is expected to continue through
1999 and beyond.  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.

Perhaps the most important feature of the 1998 forecast has been the prognosis
for Utah's current construction boom, which is in its seventh year of double-
digit employment growth rates.  The State Economic Coordinating Committee
expects construction to remain at historically high levels in 1999.
Construction projects of $25 million or more will proceed through 1999 which
includes such large projects as the reconstruction of Interstate 15, completion
of the Bangerter Highway, Light Rail, Snowbasin Ski Resort, Kennecott Tailings
Project, the State Courts Complex, Huntsman Cancer Institute, Orem Medical
Center, the Central Utah Project, Micron's computer Chip Factory, State of Utah
Justice Center, American Towers and Gateway buildings in downtown Salt Lake
City, Thanksgiving Point, Orem Medical Center, Weber Center, West Valley Hockey
Arena, Salt Lake County Jail, Provo One Freedom Center, Murray Corporate Center,
Central Utah Project, Lake Park Corporate Center, Proswood-Pegasus Luxury
Apartments, Geneva's Air Separation plant, Danon's Yogurt Plant, and
continuation of the I-15 Interstate Expansions project.

The State Economic Coordinating Committee expects employment to grow at about
4.2% in 1999.  Population is forecast to increase at 2.1%, total wages 8.5%, and
personal income 7.8%.  Average wages are expected to grow faster than inflation
for the third consecutive year.

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 for the
1998 through 2020 period.  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 majority of the new Utahns will reside along the Wasatch Front Range.  The
most rapid rates of growth are expected in the counties in Southwestern Utah,
Grand County, Summit County and Wasatch County.

Construction and Housing.  In 1998, the combined value of both residential and
non-residential construction rose to 3.8 billion which represented an
approximate 2.1% increase over the previous year.  In 1997, the total
construction value was approximately 3.72 billion, which represented an 8.1%
increase over 1996.

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<PAGE>

In 1998, there were 21,743 new dwelling permits and in 1997, there were a total
of 20,687 new dwelling permits.  In 1996, the value of construction rose 13.5%
to $3.5 billion compared to $3.1 billion in 1995.  Both residential and
nonresidential construction reached record levels during1996 with $2.1 billion
in residential construction value and $1billion non-residential construction
value being permitted.  New dwelling share permits reached a record level of
23,500.  Population growth enhanced by net in-migration, strong economic and job
growth, low vacancy rates, and low mortgage interest rates, all have contributed
to this record year.  Several large projects contributed to the record year in
nonresidential construction.  These include projects such as the $34.8 million
library at Brigham Young University, the $27 million Prime Option office
building, and the $65 million Court Complex.

Housing prices in Utah over the past five years and in the most recent 12-month
period have increased faster than any other State.  From 1991 to 1997, Utah's
house price index, as published by the Office of Federal Housing Enterprise
Oversight, increased by 72.7%.  The house price index is derived from repeat
mortgage transactions on single-family homes whose mortgages have been purchased
by the Federal National Mortgage Association and the Federal Home Loan Mortgage
Corporation.  The median sales price of an existing single family home in the
third quarter of 1996 was $123,100 in Utah and $120,500 for the national
average.  Home ownership in Utah in 1995 ranked seventh highest in the nation
at 73.1%.

The economic statistics cited were derived from the following sources:

* National Geographic, January 1996 issue.
* Salt Lake City Chamber of Commerce annual issue of "Life in the Valley" from
  1996, 1997 and  1998.
* Ogden Chamber of Commerce 1997 magazine entitled "Ogden, Awaiting Your
  Discovery", 1996 and 1997, "The Ogden Area and Weber County Community and
  Business Profile" and 1996 "Ogden, This Is The Place."
* Financial World Magazine February 1997 issue.
* The State of Utah, Governor's Office of Planning and Budget, Demographic and
  Economic Analysis - August 1994 "Estimated Economic and Fiscal Impacts on Utah
  of the 2002 Winter Olympic Games."

In some instances Marina will seek to option land, obtain all the necessary
approvals to subdivide these properties, pre-sell lots, exercise purchase
options on land, construct the infrastructure (roads, water, sewer, etc.) and
pay all the development costs in the expectation of realizing a profit.  Marina
may elect to sell projects at any time during the approval and development stage
to another purchaser if profits warrant an early sale.  In other instances,
Marina may elect to finance other developers for an equity participation and
eventual profits.  Marina may also elect to participate in joint ventures with
existing landowners rather than an option or outright purchase of the
properties.  On selected projects, Marina may elect to offer financing and
participate in real estate and mortgage lending.  Marina proposes to be a fully
integrated Real Estate and Business Development Company with in-house experience
in development, construction, acquisition, marketing, legal, financing and
management.

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<PAGE>

PROJECTS

1.  OlymPeak Estates

* Location: Ogden Valley, Utah, is four miles from Snowbasin Ski Resort which
  will be the site of the 2002 Olympic downhill events and one hour (1) from the
  Salt Lake City International Airport.
* Use: Phase One -65 acres zoned for building lots subdivided into 22 view lots.
  The lots were priced from $155,000 to $358,000.  As of the date of this Annual
  Report, twelve (12) lots have been reserved at a sales price of $125,000 to
  $300,000.
* Phase Two - 365 acres that will have an 18-hole destination golf course and
  planned Residential Unit Development (PRUD) 135 single family lots, 35
  condominiums, commercial space.  Currently, Marina is in negotiations with
  another developer to construct the project.
* Financing Required: Phase One - $1.0 million; Phase Two, golf course
  construction - $4.0 to $6.0 million; Construct infrastructure - $5.0 to $8.0
  million.

Phase One:

The OlymPeak Estate project consists of 22 view lots located in Ogden Valley
approximately four miles from the Snowbasin 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 prepared the necessary documentation to form a not-for-profit Water
and Sewer District to service the area.  The documentation has been submitted to
the State of Utah Engineer for approval.

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 $75,000 and a balloon payment at
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.  According to the five
(5) year Agreement, the remaining balance of $634,147 will be due, in a balloon
payment, in the year 2001.

Marina proposes to spend approximately $1,000,000 in the construction of roads,
water and sewer system for Phase One.

Phase Two:

The OlymPeak Village project 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.

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<PAGE>

OlymPeak Village is a destination resort consisting of an 18-hole golf course
with clubhouse, commercial space, 145 single-family view lots and 35 condominium
units.

The project will include two ski lifts and facilities to teach beginning skiers.

This project will cost approximately $15,000,000 to complete.

OlymPeak Village is located approximately four (4) miles from the Snowbasin 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 OlymPeak Estates water system and
by an aerated lagoon sewer system located on the property.  The PRUD is a
cluster development that includes commercial development, single-family lots and
homes, golf and ski area plus open space.  The cost for infrastructure will be
greatly reduced by clustering and can be further reduced by allowing connections
to third party lot owners along Snowbasin Road.

Marina proposes to identify a joint venture partner or seek financing from
conventional sources in order to finance Phase One and Phase Two of the project.

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 erected in 1902 and was used as a warehouse and candy manufacturing
facility.  The building has been abandoned for 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 $100,000.  The City has also agreed to
rebate $250,000 in taxes over a five-year period.

The Company 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 additional six (6) months from
the date of the Letter Agreement.  The Company proposes to work diligently to
identify sources of capital in order to fulfill its commitment to meet all of
the terms and conditions of the REPC in a timely manner.  However, in the event
that the Company is not able to negotiate for the

                                       6
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funding of its obligations set forth in the REPC, the Company could loose its
present investment in the project as well as a major asset.

Estimated Revenue Phase One

Financing.   Marina is in the process of financing the construction phase and
has made application with several financial brokers and institutions.  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, 20 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.

Recent and Significant Developments (Shupe-Williams Plaza)

Marina entered into a Real Estate Purchase Contract on October 8, 1997, with the
City of Ogden, Utah, and Ogden City neighborhood Development Agency to purchase
the Shupe-Williams Building located at 2605 Wall Avenue, including the abandoned
portion of 26th Street.  The total purchase price was one hundred dollars
($100.00).  The City has also agreed to tax increment rebates totaling $250,000.
The rebate will be made to Marina over a five (5) year period.  The closing date
on the building was May 27, 1998, at which time fee simple title was conveyed to
Marina.

An Agreement was entered into with the Land Development Group of Provo, Utah to
act as developer/consultants for the conversion of the old Shupe-Williams candy
manufacturing building.  The building will be converted into a 45 Live/Work
loft-condominium complex plus commercial and retail space.  The building was
built in 1902, has four floors (approximately 62,500 sq. ft.) on a two-acre lot.
The proposed sale of the lofts is expected to generate approximately $6,000,000
to $7,500,000 in revenue.  The Land Development Group has, in the past,
successfully converted buildings in Houston, Texas; San Diego, California and
Salt Lake City, Utah.

In February of 1999, negotiations were initiated with WADMAN INVESTMENTS L.L.C.
to form a joint venture development to construct a four seasons golf and ski
resort on property owned by both parties.  In addition, an application has been
applied for with the Utah State Engineer to form a Water and Sewer District to
be jointly managed by WADMAN INVESTMENTS L.L.C. and Marina.

PROJECT FUNDING

OlymPeak Estates:

Marina intends to fund the OlymPeak Estates Project by initially funding the
sale of the lots to qualified purchaser in-house.  Marina will offer to
potential purchasers two financing options: 1) Requires a twenty-five percent
(25%) down payment, interest rate will be three (3) points over prime with a
three (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 $4,848,000.  The anticipated costs will be $975,000 for land cost,
$1,300,000 infrastructure and $485,000 marketing for a net profit of $2,090,000.

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Shupe-Williams Plaza:

Marina has made an application, and as of the date of this Annual Report, is in
negotiations for a $4 million construction loan for the Shupe- Williams Project,
through US Bank's Commercial Real Estate Division.  The terms are: prime + 1 1/2
points and the fees are 1 1/2 points for 24 months.  The advance rate is 75% of
the appraisal or 85% of the cost.

Marina has made a loan application through Kilpartrick & Hart, LTD., Inc. for an
equity financing credit line for $5,000,000 to $5,500,000 and has received
notification that the loan is being considered under the following terms and
conditions: 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 pre-payment 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.  The Investor is entitled to receive a thirty percent (30%)
interest in the sale or lease in the Shupe Williams units.  7)  Investor
Internal Rate of Return:  Subsequent to the repayment of all of the principle
and interest there is a minimum Internal Rate of Return of twenty-five percent
(25%) per annum, including a ten percent (10%) preferred return.

Business Opportunities

On May 15, 1996, Marina entered into a Letter of Understanding with VR Utah,
Inc., d.b.a. Business Resource Center.  The Letter of Understanding sets forth
the terms whereby the parties can assist and cooperate 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. expended 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 commended
operation, 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 that VR Utah, Inc. may refer to 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 date of this Annual Report, 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.

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<PAGE>

Real Estate Investment and Proposed Project

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 proposes to construct a Hotel/Condominium consisting of 48
units for sale or rent.

Marina exercised its option on December 31, 1996, and in an arms length
transaction, acquired the property from the Ski Inn at Powder Mountain Limited
Partnership.  The Ski Inn at Powder Mountain Limited Partnership purchased the
property in April of 1978 for $10,000.  Mr. Larry Walker, an Office and Director
of Marina, was the General Partner of the Limited Partnership.  The Limited
Partnership received 60,000 shares of Marina's $.001 par value Common Stock in
consideration for the properties valued at $120,000.  Marina proposes to
allocate approximately $50,000 for the necessary entitlement work which includes
the submittal to the local, county or state regulatory authority the geological
date, surveys, conceptual plans and drawing, in order to obtain a construction
building permit.

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.

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<PAGE>

Employees

Marina presently has four (4) full-time employees and one (1) sales associate.
Marina does not currently employ a mortgage loan originator, but additional
employees will be hired as necessary to provide Marina's services and carry on
its operations as Marina expands.

Item 2.  Description of Property

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, 1999.

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

No matters were submitted during the fourth quarter of the fiscal year ended
December 31, 1999 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

There is no public trading market for the Company's Common Stock.  The Company
intends to apply to have the Common Stock traded on the OTC Bulletin Board.  No
assurance can be given that such application will be approved and, if approved,
that an active trading market for the Common Stock will be established or
maintained.

As of the date hereof, there are 3,701,284 shares of Common Stock that could be
sold pursuant to Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act").

Holders of Record:

As of September 30, 2000, there were 108 holders of record of the Company'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, the Company is a development stage
company.  As of the date of this registration statement, the Company had the
following projects under various degrees development.

                                       10
<PAGE>

I.  OlymPeak Estates Subdivision Project (OlymPeak)

OlymPeak is currently in the final plan phase.  Construction drawings have been
finalized by engineers and final plans and plat work is complete.  Planning
commission final approval is expected in January, 2001.  Application survey for
final plan approval from the County has been submitted, and final approval is
also expected January, 2001.

The OlymPeak project requires a State approved public culinary water system,
involving well development and formation of a water Company.  Applications have
been submitted with the State and approval is expected in early 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 approvals are anticipated early 2001.  Construction of subdivision
roads and infrastructure are contingent on receiving all applicable approvals
from the County and State and should begin in approximately May, 2001

The Company incurred $79,176 in 1998 and $90,567 in 1999 on planning, land
design, permits and fees, and water and sewer development in connection with the
OlymPeak project.

Reservation deposits have been received on approximately 12 of a total of 22
planned OlymPeak lots, at a sales price of $125,000 to $300,000.   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 $1,000,000 will be incurred in the completion of the OlymPeak
project.

II.  Powder Mountain

The Company owns a two acre parcel of land adjoining the Power Mountain Ski
Resort.  Potential development includes construction of a hotel/condominium
project consisting of 48 units for rent or sale.  However, the Company has not,
as yet, begun development and the project is still in the review stage.  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.  The Company 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.  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.

The Company incurred $131,405 in 1998 and $136,569 in 1999 on planning,
architectural design, paint and asbestos removal, a fire system, and building a
model office unit at the Shupe-Williams Plaza.

Reservation deposits have been received on approximately 15 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,
management estimates an additional $4.5 million will be incurred in completing
project.

                                       11
<PAGE>

REVENUE

As described above, the Company is still in the development stage and is
primarily engaged in the development of two real estate projects, OlymPeak
Estates and the Shupe-Willams building. Although deposits have been received in
connection with the expected sale of Olympeak lots and Shupe-Williams Live/Work
loft units, sales will not commence until completion of the projects.  Sales of
Olympeak lots are expected to begin in the summer of 2001.  Sales of the Shupe-
Williams Live/Work loft are also expected to begin in the summer of 2001.
Revenues are not expected to be significant until the above projects are
completed.

Revenues for the years ended December 31, 1999, 1998 and 1997 of $35,334,
$45,742, and $56,320, respectively are comprised primarily of brokerage
commission fees.  One lot, unrelated to the Powder Mountain project was sold in
1998 for $40,000.  Revenues from brokerage fees are not expected to be
significant in the future.

OPERATING EXPENSES

Operating expenses totaled $488,819, $952,541, and $1,309,003 for the years
ended December 31, 1999, 1998, and 1997, respectively.  The decrease of $356,462
or 27.2% from 1997 to 1998 is primarily attributable to stock-based
compensation, although decreases in legal expenses and commissions also
contributed to the overall decrease in 1998.  The $463,722 or 48.7% decrease in
operating costs between 1999 and 1998 also resulted primarily from the stock-
based compensation, but was partially offset by an $61,000 increase in salaries
which resulted from the hiring of a full-time land planner.

Stock based compensation

Operating expenses for 1999, 1998 and 1997 included under the caption "other
compensation", $46,298, $550,595, and $793,571, respectively for the estimated
intrinsic value of stock options granted to two officers of the Company.
Although no options have been or will be exercised under that plan (the plan was
terminated as of the first quarter of 2000), generally accepted accounting
principles require the recognition of compensation cost for the estimated
intrinsic value of the options granted for the periods during which the plan was
in existence.

Legal expenses

Legal costs decreased from $166,553 in 1997 to $37,615 in 1998 and $19,659 in
1999.   The higher costs in 1997 resulted from services related to the initial
formation and organization of the Company.

OPERATING LOSS

The Company incurred operating losses of $453,485, $931,799, and $1,252,473 for
the years ended December 31, 1999, 1998, and 1997, respectively.  As described
above, the loss in 1997 was significantly impacted from higher operating
expenses associated with stock-based compensation for corporate officers.  The
operating loss for 1998 was also impacted from such compensation, but to a much
lessor extent.  Operating losses have resulted from costs attributable to
general operations and general corporate overhead not directly allocable to any
specific real estate project.  The Company will continue to incur operating
losses until such time as sales commence on the OlymPeak Estates and Shupe-
Williams projects.

                                       12
<PAGE>

In 1999, the Company abandoned the San Pete development project resulting in a
loss of $10,402.  In addition, a $15,000 receivable was written off related to
consulting work on a project in Costa Rica.

INCOME TAXES

Although the Company has incurred significant operating losses during the three
years ended December 31, 1999, no income tax benefit has been recognized.  The
Company continues to be in the development stage, and although it has certain
real estate projects under various degrees of development, the Company has a
limited operating history.  Currently, there is not adequate assurance the
Company will be able to generate sufficient future profits necessary to realize
income tax benefits from losses incurred during 1999, 1998, and 1997.

LIQUIDITY

The Company had cash totaling $166,342 at December 31, 1998 and $15,714 at
December 31, 1999.  The Company expended $411,531 in 1998 and $395,138 in 1999
to fund operations.  It incurred $214,856 in 1998 and $194,838 in 1999 for real
estate development.  In addition, $774,989 was raised from stock sales in 1998
while $405,573 was raised in 1999.

The Company is required to make the final debt payment in connection with the
purchase of OlymPeak project land of $655,307 in October 2001.  It is expected
that the obligation will be funded from the sale of OlymPeak lots.

The Company will be required to raise substantial additional financing in future
years to sustain operations and complete the Shupe-Williams project and has made
a loan application through a private investor group for an equity financing
credit line totaling $5,500,000 under the terms 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:  The Investor is entitled
to receive a thirty percent (30%) interest in the sale or lease in the Shupe-
Williams units.  7)  Investor Internal Rate of Return:  Subsequent to the
repayment of all of the principle and interest there is a minimum Internal Rate
of Return of twenty-five percent (25%) per annum, including a ten percent (10%)
preferred return.

There can be no assurance that such funds 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.

                                       13
<PAGE>

YEAR 2000

The Company has reviewed the primary operations of its core business and has not
experienced any problems with Year 2000 compliance.  The Company's operation is
not reliant upon the proper functionality of any computer system other than
those used by third party vendors.  The Company has not experienced any
disruptions in its banking relationships, transfer agent and title companies as
a result of Year 2000 related data processing problems.

Item 7.  Financial Statements

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                      CONSOLIDATED FINANCIAL STATEMENTS

                         DECEMBER 31, 1999, AND 1998

                                    INDEX

                                                                   Page

Independent Auditor's Report                                       F-1

Consolidated Balance Sheets                                        F-2 to F-3

Consolidated Statements of Operations                              F-4 to F-5

Consolidated Statements of Cash Flows                              F-6 to F-7

Consolidated Statements of Redeemable Preferred Stock
  and Stockholders' Equity                                         F-8

Notes to Consolidated Financial Statements                         F-9 to F-21

                                       14
<PAGE>

                         INDEPENDENT AUDITOR'S REPORT



To the Shareholders and Board of Directors
Marina Capital, Incorporated

We have audited the accompanying consolidated balance sheets of Marina Capital,
Incorporated, (a development stage enterprise), a Utah corporation, as of
December 31, 1999, and 1998 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, 1999. These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Marina Capital, Incorporated as
of December 31, 1999, and 1998 and the results of its operations and its cash
flows for the periods March 5, 1996 (inception) to December 31, 1999 in
conformity with generally accepted accounting principles.




						Davis, James, & Chase-Kraaima
						Certified Public Accountants
						Ogden, Utah


February 15, 2000

                                      F-1
<PAGE>


                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                         CONSOLIDATED BALANCE SHEETS

                                    ASSETS

                                                    December 31,   December 31,
                                                        1999           1998
                                                    ____________   ____________
CURRENT ASSETS
  Cash - unrestricted                               $    15,714     $   166,342
  Escrow deposits                                        45,100          51,100
  Accounts receivable                                         0          15,000
  Deposits                                                  220             220
                                                    ___________     ___________

    TOTAL CURRENT ASSETS                                 61,034         232,662
                                                    ___________     ___________

OTHER ASSETS
  Office equipment (net)                                  4,897           4,101
  OlymPeak Estates land                               1,354,445       1,263,878
  Powder Mountain land                                   96,000          96,000
  Sanpete development                                         0          10,402
  Shupe-Williams Plaza                                  287,986         151,417
                                                    ___________     ___________

    TOTAL OTHER ASSETS                                1,743,328       1,525,798

TOTAL ASSETS                                         $1,804,362      $1,758,460
                                                    ===========      ==========


                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accrued interest                                 $   63,620      $   40,019
    Accounts payable                                      8,926          16,576
    Payroll taxes payable                                 2,200           1,001
    Current maturities of notes payable                  74,546          17,951
    Trust deposits                                       45,100          51,100
                                                    ___________      __________

          TOTAL CURRENT LIABILITIES                     194,392         126,647
                                                    ===========      ==========


               See accompanying notes and accountants' report.
                                                                            F-2
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                   CONSOLIDATED BALANCE SHEETS (CONTINUED)



                                                    December 31,   December 31,
                                                        1999           1998
                                                    ____________   ____________

LONG-TERM LIABILITIES
  Notes payable                                      $  729,853      $  694,181
  Less current maturities                               (74,546)        (17,951)
                                                     __________      __________

    NOTES PAYABLE EXCLUDING
      CURRENT MATURITIES                                655,307         676,230
                                                     __________      __________

    TOTAL LIABILITIES                                   849,699         802,877
                                                     __________      __________

REDEEMABLE PREFERRED STOCK
    Redeemable Preferred stock - 5,000,000 shares
     no par value authorized
     84,259 shares issued and outstanding               240,778         240,778
                                                     __________      __________

    TOTAL REDEEMABLE
     PREFERRED STOCK                                    240,778         240,778
                                                     __________      __________


STOCKHOLDERS' EQUITY
    Common stock - 30,000,000 shares $.001 par
      value authorized
      4,058,774 shares issued
        issued and outstanding                        2,226,481
      3,883,464 shares issued
        issued and outstanding                                        1,799,012

Contributed capital                                   1,390,464       1,344,166

Deficit accumulated in the development stage         (2,903,060)     (2,428,373)
                                                     __________      __________

          TOTAL STOCKHOLDERS' EQUITY                    713,885         714,805
                                                     __________      __________

TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                           $1,804,362      $1,758,460
                                                     ==========      ==========


               See accompanying notes and accountants' report.
                                                                            F-3

<PAGE>

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

                    CONSOLIDATED STATEMENTS OF OPERATIONS

<S>                                              <C>            <C>            <C>
                                                 Year ended     Year ended      March 5, 1996
                                                 December 31,   December 31,    (inception) to
                                                    1999           1998        December 31, 1999
                                                 ___________    ___________    _________________
REVENUE
  Real estate sales commissions                  $    34,134    $     3,642    $    94,306
  Rent - land                                          1,200          2,100          3,300
  Sale of land                                             0         40,000         40,000
                                                 ___________    ___________    ___________
    TOTAL REVENUE                                     35,334         45,742        137,606
                                                 ___________    ___________    ___________

  Cost of sales                                            0         25,000         25,000
                                                 ___________    ___________    ___________
    GROSS MARGIN                                      35,334         20,742        112,606
                                                 ___________    ___________    ___________

OPERATING EXPENSES
  Abandoned projects                                  25,402          1,781         27,184
  Accounting                                          13,697          8,767         36,519
  Advertising and promotion                              946          9,679         13,712
  Commissions                                         19,772          9,307         77,435
  Consulting                                           9,714         41,540        184,321
  Dues and registrations                               2,599          1,082          8,250
  Legal                                               19,659         37,615        240,360
  Office expenses                                     16,360         18,298         50,583
  Miscellaneous                                       10,039          2,336         17,822
  Rent                                                   999         10,084         28,898
  Taxes                                               17,361         20,778         56,033
  Travel & entertainment                              16,554         26,763         75,455
  Telephone                                            9,116         15,460         38,287
  Salaries                                           232,906        171,919        602,634
  Insurance                                           18,477          5,645         32,537
  Auto                                                27,819         20,436         66,075
  Depreciation                                         1,101            456          1,557
  Other compensation                                  46,298        550,595      1,390,464
                                                 ___________    ___________    ___________

    TOTAL OPERATING EXPENSES                         488,819        952,541      2,948,126
                                                 ___________    ___________    ___________

    NET LOSS FROM OPERATIONS                        (453,485)      (931,779)    (2,835,520)
                                                 ___________    ___________    ___________

OTHER INCOME AND (EXPENSES)
  Interest income                                      7,291          2,874         11,743
  Interest expense                                   (28,493)       (30,883)       (79,284)
                                                 ___________    ___________    ___________

    TOTAL OTHER INCOME AND (EXPENSE)                 (21,202)       (28,009)       (67,541)
                                                 ___________    ___________    ___________

</TABLE>

               See accompanying notes and accountants' report.
                                                                           F-4

<PAGE>

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

              CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)


<S>                                              <C>            <C>            <C>
                                                 Year ended     Year ended      March 5, 1996
                                                 December 31,   December 31,    (inception) to
                                                    1999           1998        December 31, 1999
                                                 ___________    ___________    _________________

NET LOSS                                         $  (474,687)   $  (959,808)   $(2,903,061)
                                                 ===========    ===========    ===========

BASIC AND DILUTED LOSS
    PER SHARE                                          $(.12)         $(.26)
                                                       =====          =====

WEIGHTED-AVERAGE
    COMMON SHARES                                  3,971,119      3,717,746

</TABLE>


               See accompanying notes and accountants' report.
                                                                           F-5
<PAGE>

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

                    CONSOLIDATED STATEMENTS OF CASH FLOWS


<S>                                              <C>            <C>            <C>
                                                 Year ended     Year ended      March 5, 1996
                                                 December 31,   December 31,    (inception) to
                                                    1999           1998        December 31, 1999
                                                 ___________    ___________    _________________

OPERATING ACTIVITIES
____________________

Net loss                                         $  (474,687)   $  (959,808)   $(2,903,061)
Adjustments to reconcile net loss to net cash
  used in operating activities:
   Changes in operating assets and liabilities
    Accounts receivable                               15,000           (220)          (220)
    Accounts payable and accrued expenses             17,150        (47,329)        74,746
  Depreciation                                         1,101            456          1,557
  Gain on sale of asset                                    0        (16,000)       (16,000)
  Stock option compensation                           46,298        550,595      1,390,464
  Stock issued for services                                0         60,775        231,578
                                                 ___________    ___________    ___________

Net cash used in operating activities               (395,138)      (411,531)    (1,220,936)
                                                 ___________    ___________    ___________

INVESTING ACTIVITIES
____________________

Sale of land                                               0         40,000         40,000
Real estate development                             (194,838)      (214,856)    (1,015,535)
Purchase of equipment                                 (1,897)        (2,718)        (6,454)
                                                 ___________    ___________    ___________

Net cash used in investing activities               (196,735)      (177,574)      (981,989)
                                                 ___________    ___________    ___________

FINANCING ACTIVITIES
____________________

Proceeds from notes payable                           55,000              0        492,000
Principle payments on notes payable                  (19,328)       (64,819)      (487,147)
Proceeds from sale of common stock (net
  of stock issue costs of $3,750 in 1999,
  $125,291 in 1998, and $63,896 in 1997)             405,573        774,989      1,973,008
Proceeds from sale of redeemable preferred stock           0         30,000        240,778
                                                 ___________    ___________    ___________

Net cash provided in financing activities            441,245        740,170      2,218,639
                                                 ___________    ___________    ___________

Increase (decrease) in cash                         (150,628)       151,065         15,714

Cash at beginning of period                          166,342         15,277              0
                                                 ___________    ___________    ___________
Cash at end of period                            $    15,714    $   166,342    $    15,714
                                                 ===========    ===========    ===========

</TABLE>

               See accompanying notes and accountants' report.
                                                                            F-6

<PAGE>

<TABLE>
<CAPTION>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                             FOR THE YEARS ENDED

<S>                                              <C>            <C>            <C>
                                                 Year ended     Year ended      March 5, 1996
                                                 December 31,   December 31,    (inception) to
                                                    1999           1998        December 31, 1999
                                                 ___________    ___________    _________________

SUPPLEMENTAL DISCLOSURES
________________________

Non-cash investing activities - Acquisition
  of land with issuance of note payable                                        $   725,000
                                                                               ___________

Cash paid during the year for:
    Interest                                     $    60,765    $   108,085    $   243,470

</TABLE>

               See accompanying notes and accountants' report.
                                                                           F-7
<PAGE>

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

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

               FOR THE YEARS ENDED DECEMBER 31, 1999, AND 1998

                                                                                             DEFICIT
                                REDEEMABLE                                                 ACCUMULATED
                              PREFERRED STOCK         COMMON STOCK                           IN THE
<S>                           <C>      <C>           <C>        <C>          <C>          <C>
                              NO. OF                  NO. OF                 CONTRIBUTED   DEVELOPMENT
                              SHARES     AMOUNT       SHARES     AMOUNT        CAPITAL       STAGE
                              _________________       _________________       _________    ____________


Balance December 31, 1997     74,259   $ 210,778     3,552,027  $  963,248   $  793,571   $(1,468,565)

Stock issued                  10,000      30,000       331,437     835,764                          0

Issuance of stock options                                                       550,595

Net loss                                                                                     (959,808)
                              ______     _______     _________   ________     _________    __________
Balance December 31, 1998     84,259     240,778     3,883,464   1,799,012    1,344,166    (2,428,373)

Stock issued                       0           0       175,310     427,469                          0

Issuance of stock options                                                        46,298

Net loss                                                                                     (474,687)
                              ______  __________     _________  __________   __________   ___________

Balance December 31, 1999     84,259  $  240,778     4,058,774  $2,226,481   $1,390,464   $(2,903,060)
                              ======  ==========     =========  ==========   ==========   ===========

</TABLE>

               See accompanying notes and accountants' report.
                                                                           F-8

<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 on certain properties under
    development, only one sale totaling $40,000 has been consummated from the
    date of inception through December 31, 1999.

                                                                           F-9
<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

    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. 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, 1999, 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 with approximately
    three agents.  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-10
<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.  As of December
    31, 1999, the Company has not recognized any impairment losses in connection
    with real estate under development.


NOTE 2 - RELATED PARTY TRANSACTIONS

The Company was organized by Richard V. Murray and Larry R. Walker. Salaries and
expense allowance have been paid to these individuals. They are currently
working to develop the company with compensation of $6,875 each month.

                                                  Year ended     Year ended
                                                 December 31,    December 31,
                                                     1999            1998
                                                 ___________     ___________

  Salaries and expense allowance paid
     to related parties                           $175,450        $169,200
  Stock based compensation                          46,298         550,595
                                                  ________        ________

  Total                                           $221,748        $719,795
                                                  ========        ========

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 chairman of the Board of Marina Capital is
also a partner in the Maughan Family Partnership.  The Company feels it was an
arms-length transaction.

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 11) which was the fair market value of the land.

                                                                           F-11
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 3 - NOTES PAYABLE

The Company has the following notes outstanding:

                                                   December 31,    December 31,
                                                      1999            1998
                                                   ___________     ___________

Maughan Family Partnership - 8.25% secured by
 OlymPeak development land, annual payments
 of $75,221, balance due October 31, 2001            $674,853       $694,181

Priest-8%, due June 30, 2000, unsecured stockholder    25,000              0
 Coombs-8%, due Feb 1, 2000, unsecured stockholder     30,000              0
                                                     ________       ________

Total   729,853 694,181

Less current maturities of notes payable               74,546         17,951
                                                     ________       ________

Long-term portion                                    $655,307       $676,230
                                                     ========       ========

	5 year repayment schedule
        _________________________

	  2000	  $  74,546
          2001      655,307
                  _________
                   $729,853
                  =========

                                                      1999            1998
                                                      ____            ____

Interest capitalized                                $57,165          $58,541
Interest expensed                                    28,493           30,883
                                                    _______          _______

Total interest paid                                 $85,658          $89,424
                                                    =======          =======

Interest on the Maughan note has all been capitalized against the OlymPeak
development.  Interest expensed relates to notes payable and preferred stock.

                                                                           F-12
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 4 - REDEEMABLE PREFERRED STOCK

During the year ended December 31, 1997, the Company issued 74,259 shares of
redeemable preferred stock at a price of $2.50 to $3.00 per share.  An
additional 10,000 shares of redeemable preferred stock was issued for $3.00 per
share in 1998.  The redeemable preferred stock bears interest at 10 to 12
percent per annum which 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 $26,493, and $25,819, for
the years ended December 31, 1999, and 1998, respectively has been recognized as
interest expense in the accompanying consolidated statements of operations.
Unpaid interest due preferred shareholders totaling $53,341, and $30,447 as of
December 31, 1999, and 1998, respectively has been 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 $3.25 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 $3.50 per share plus
any unpaid interest.

Four of the preferred stockholders, representing 120,000 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, 1999, none of the preferred stock has been redeemed and no
stockholder has exercised their conversion rights.


NOTE 5 - 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 905,877, and 888,346 potential shares of common stock for the years
ended December 31, 1999, and 1998, respectively, are not included in the
computation of diluted loss per share as their effect would have been anti-
dilutive.

                                                                           F-13
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


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 of $2,706,361 for federal and $2,706,061 for state tax
purposes as of December 31, 1999. They begin to expire in the year 2017.

NOTE 7 - CONTINGENT LIABILITIES

Ogden City Corporation and the Ogden City Redevelopment Agency each hold a
$125,000 trust deed note on the Shupe-Williams Building and adjacent lot.  Said
notes will be deemed satisfied upon sufficient completion of the project as
specified in the Real Estate Purchase Agreement.  The Company is also subject to
restrictions on transfer of the building (See the agreement for complete
details).  Management has not reported this obligation in the financial
statements due to its contingent nature.  They feel it will never be paid as it
will be satisfied upon completion of the project or canceled if the building is
returned to the sellers.  Subsequent to the date of this audit, the Company,
through its wholly owned subsidiary, Shupe-Williams Plaza, LLC and Ogden City
Corporation (the "City") and the Ogden City Redevelopment Agency (the "Agency"),
did agree, by virtue of a Letter Agreement dated March 3, 2001, to extend the
terms and conditions of the Real Estate Purchase Contract ("REPC"), dated
October 20, 1997, for an additional six (6) month period from the date of the
Letter Agreement.  In the event that the Company is not able to meet the terms
and conditions set forth in the REPC, The Company will be in default and the
City and Agency could foreclose on their deeds of trust.  The Company could find
itself losing $287,986, which it has invested in the project to date.  Thus, the
Company could be impaired in its ability to be able to raise capital.

NOTE 8 - ESCROW DEPOSITS

The Company has established bank trust accounts to hold money restricted for
specified uses.

    REAL ESTATE TRUST - This is a trust account to hold real estate customer
    deposits.
    SHUPE-WILLIAMS TRUST - This is a trust account to hold deposits from
    individuals who are interested in purchasing Shupe-Williams Building condo
    units when completed.  The funds are refundable if not completed.

    OLYMPEAK TRUST - This is a trust account to hold deposits from individuals
    interested in purchasing lots in the OlymPeak subdivision when completed.
    The funds are refundable if not completed.

                                             December 31,    December 31,
                                                1999            1998
                                             ___________     ___________

        Real Estate Trust                     $    100       $  8,100
        Shupe Williams Trust                    19,000         17,000
        OlymPeak Trust                          26,000         26,000
                                              ________       ________
                                              $ 45,100       $ 51,100
                                              ========       ========

                                                                           F-14

<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 9 - ACCOUNTS RECEIVABLE

In 1997 Marina Capital contracted to do consulting and due diligence work for
Mr. Joseph Graves on development of the Rincon Golf and Country Club Community.
The project was abandoned in March 1999 and charged to abandoned project
expense.

NOTE 10 - SALE OF SKI INN LAND

In 1998 the Company sold an approximate .40 acre of the Ski Inn land at Powder
Mountain.  It was sold for $40,000 less $1,000 closing costs with a cost basis
of $24,000 showing a profit of $15,000.  The property was sold to an unrelated
party.

NOTE 11 - REAL ESTATE

I.  OLYMPEAK ESTATES (SNOWBASIN LAND)

The OlymPeak Estate project consists of 65 acres of raw land located in Ogden
Valley approximately four (4) 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.  Final approval is subject to the
State of Utah Engineer and Weber County approval of the water and sewer system.
The Company anticipates that final approval will be granted within the first
quarter of year 2001.  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.  Twelve (12) of the lots have been reserved
at a sale price between $155,000 to $358,000 per lot.  Four (4) 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.  The Company proposes to spend approximately $1,000,000 in the
construction of roads, water and sewer system.  No lots have been sold as of
December 31, 1999.

II. POWDER MOUNTAIN LAND:

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
1.6 acre parcel of mountainous unimproved land with access through the Powder
Mountain Ski Resort parking lot.  The ski lifts and trails can be skied directly
to and from the property.

                                                                           F-15

<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 11 - REAL ESTATE (CONTINUED)

II.  POWDER MOUNTAIN LAND (CONTINUED)

Current Use.  The property is currently zoned FR-40 - Forest land with 40 acres
per building (conditional use permit).

Proposed Use.  The Company proposes to construct a Hotel/Condominium consisting
of 48 units for sale or rent.

The Company exercised its option on December 31, 1996 and in an arms-length
transaction, 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
properties valued at $120,000.  The Company proposes to allocate approximately
$50,000 for the necessary entitlement work in order to obtain development
approval from the county.

III.  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 with an
additional 2 acre vacant lot adjacent.  The building was built in 1902 and was
used as a warehouse and candy manufacturing facility.  It has four floors
(approximately 62,500 sq. ft.) on a two (2) acre lot. The building has been
abandoned for 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.  The Company 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 the Company by the
Ogden City Corporation and the Ogden City Developmental Agency on May 27, 1998.
The total purchase price was $100.00.  The sellers have also retained a $250,000
Trust of Deed on the property which will be considered satisfied upon sufficient
development of the property.  The City has also agreed to rebate $250,000 in
taxes, over a five-year period.  The Company had not completed sufficient
development as of December 31, 1999 according to the performance schedule in the
purchase agreement.  However, neither the Ogden City Corporation nor Development
Agency has issued notice of default.  The Company has been negotiating an
extension of the deadline which was completed March 3, 2001 as explained in Note
7 of these financials.

                                                                           F-16

<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 11 - REAL ESTATE (CONTINUED)

III.  SHUPE-WILLIAMS PLAZA (CONTINUED)

Financing.  The Company is in the process of financing the construction phase
and has made application with several financial brokers and institutions.  The
first phase of construction was started in September of 1998.  The Company
expects construction to be completed within twelve (12) to eighteen (18) months
after financing has been approved.  The Company has started to pre-sell and
market the lofts.  Currently 20 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.

Recent and Significant Developments (Shupe-Williams Plaza).  An agreement was
entered into with the Land Development Group of Provo, Utah to act as developer/
consultants for the conversion of the old Shupe-Williams candy manufacturing
building.  They were paid $10,000 on completion of their work.  The building
will be converted into a 45 Live/Work loft-condominium complex plus commercial
and retail space.  The proposed sale of the lofts is expected to generate
approximately $6,000,000 to $7,500,000 in revenue.  The Land Development Group
has in the past, successfully converted buildings in Houston, Texas,  San Diego,
California and Salt Lake City, Utah.

IV.  SAN PETE DEVELOPMENT

The Company has invested $10,402 in attempting to develop a parcel of land in
San Pete County, Utah. The project has been abandoned and $10,402 charged to
operating expenses.

Total capitalized costs and related changes in the cost of developed property
for each of the years in the three year period ended December 31, 1999 are as
follows:

                                 OlymPeak      Shupe-      Powder
                                  Estates     Williams    Mountain
                                   Land        Plaza        Land      Total
                                 _________    _______     _______    _________

Balance at December 31, 1997     1,184,702     20,012     120,000    1,324,714

  Development costs capitalized     79,176    131,405         -        210,581

  Cost of real estate sold             -          -       (24,000)     (24,000)
                                 _________    _______     _______    _________

Balance at December 31, 1998     1,263,878    151,417      96,000    1,511,295

  Development costs capitalized     90,567    136,569         -        227,136
                                 _________    _______     _______    _________

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

                                                                           F-17
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12 - 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. 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.  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
grant 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 and  $177,643 for the years ended December 31, 1999, and 1998,
respectively 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.  Had compensation expense
for these options been recognized under the fair-value method, the Company's net
loss and loss per common share would have been increased as reflected in the
following pro forma amounts.

                                                        Year ended December 31,

                                                          1999         1998
                                                          ____         ____

Pro forma net loss applicable to common
  shareholders                                         $(474,687)   $(595,808)

Pro forma basic and diluted loss per
  common share                                             $(.12)       $(.26)

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 four, five, and six years as of December 31, 1999, and 1998,
respectively.  The risk-free interest rate was 6.3 percent, and 4.8 percent, as
of December 31, 1999, and 1998, respectively.  In addition, the calculation
assumed zero percent dividend yields.

                                                                           F-18
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12 - STOCK OPTION AGREEMENTS (CONTINUED)

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.

                                                Year ended December 31,

                                              1999                 1998
                                         __________________   _________________
                                                 Weighted-            Weighted-
                                                   average              average
                                        Number     exercise   Number    exercise
                                        of shares   price     of shares   price
                                         ________   _______    ________  _______

Outstanding at beginning of year          888,346    $ 1.47     355,200   $ 0.06

Granted                                   117,531    $ 0.13     533,146   $ 2.35
   Exercised                               82,500    $ 2.00         -        -
   Expired                                 17,500    $ 2.00         -        -

Outstanding at end of year                905,877    $ 1.44     888,346   $ 1.47

Options exercisable at end of year
  with fixed exercise price               500,000    $ 2.50     500,000   $ 2.50

Options exercisable at end of year with
  exercise price which vary based on the
  book value of the common stock          405,877    $ 0.13     333,146   $ 0.14


The weighted-average grant-date fair value of options granted in the years ended
December 31, 1999, and 1998 was $44,372, and $456,648, respectively.

Exercise prices for options outstanding as of December 31, 1999 were $0.13 for
options with a variable exercise price and $2.50 for options with a fixed
exercise price.  The weighted-average remaining contractual life of all
outstanding options as of December 31, 1999 is 4.5 years.

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.

                                                                           F-19
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13 - STOCK ISSUED

A summary of the Company's stock issued is as follows:

                                                             SHARES       $
                                                             _______   ________
REDEEMABLE PREFERRED STOCK:
Stock issued for cash in 1997 at $3.00 per share              74,259  $  210,778
Stock issued for cash in 1998 at $3.00 per share              10,000      30,000
Stock issued for cash in 1999                                    -           -
                                                              ______  __________
     Total redeemable preferred stock                         84,259  $  240,778
                                                              ======  ==========

COMMON STOCK:
Stock issued for cash in 1996 at $.01 to $3.00 per share   3,018,864  $  133,134
                                                           _________  __________

Stock issued for cash in 1997 at $2.00 to $5.00 per share    173,663     659,311
Stock issued for services in 1997-net of fundraising fees    359,500     170,803
                                                           _________   _________
     Total common issued 1997                                533,163     830,114
                                                           _________   _________
     Balance December 31, 1997                             3,552,027     963,248
                                                           _________   _________

Stock issued for cash in 1998 at $3.25 to $3.75 per share    240,556     774,989
Stock issued for services in 1998-net of fundraising fees     90,881      60,775
                                                           _________   _________
     Total common issued 1998                                331,437     835,764
                                                           _________   _________
     Balance December 31, 1998                             3,883,464   1,799,012

Stock issued for cash in 1999 at $2.00 to $3.75 per share    153,479     405,573
Stock issued for services in 1999-net of fundraising fees     21,831      21,896
                                                           _________   _________
     Total common issued 1999                                175,310     427,469
                                                           _________   _________
     Balance December 31, 1999                             4,058,774  $2,226,481
                                                           =========  ==========

In the years 1997 through 1999, the Company issued stock for services.  The
number of shares issued was negotiated based on the fair value of the services
to be rendered.  In some cases the shares were valued at the price shares wre
being sold for cash.  In other cases, the shares were discounted to a value
relative to the value of the services being provided.  A summary of shares
issued for services is as follows:

ISSUED TO               DATE       SHARES    VALUE         SERVICES RENDERED
______________________________________________________________________________

Real estate agent    01/16/1997    37,500  $  6,896   Real estate comm. earned
Promoter             01/16/1997    37,500     6,896   Fundraising fee
Attorney             01/16/1997   147,000   147,240   Legal Services
Promoter             02/04/1997    37,500     7,000   Fundraising fee
Promoter             09/01/1997    50,000    50,000   Fundraising fee
Real estate broker   09/01/1997    50,000    16,667   Real estate consulting
                                  _______  ________
     Total 1997                   359,500  $234,699

                                           $ 63,896   Fundraising fees
                                            170,803   Compensation

                                                                           F-20
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 13 - STOCK ISSUED (CONTINUED)

ISSUED TO               DATE       SHARES    VALUE         SERVICES RENDERED
______________________________________________________________________________

Consultant           01/07/1998     1,400  $  1,400   Consulting
Attorney             04/30/1998    37,500    25,000   Legal
Promoter             05/04/1998       462     1,501   Fundraising
Consultant           09/02/1998    10,000    32,500   Consulting
Secretary            09/02/1998       500     1,875   Secretarial
Promoter             10/21/1998       480     1,800   Fundraising
Promoter             11/21/1998     2,193     6,279   Fundraising
Promoter             12/01/1998    37,000   111,000   Fundraising
Promoter             12/17/1998     1,346     4,711   Fundraising
     Total 1998                    90,881  $186,066

                                           $125,291   Fundraising fees
                                             60,775   Compensation




Promoter             03/10/1999     1,000  $  3,750   Fundraising
Designer             08/02/1999    15,605     6,896   Design services
Architect            06/02/1999     3,559    10,000   Architectural services
Architect            06/02/1999     1,667     5,000   Architectural services
                                   ______  ________
     Total 1999                    21,831  $ 25,646

                                           $  3,750   Fundraising fees
                                                  0   Compensation
                                             21,896   Capital projects

Shares issued in exchange for compensation have been expensed in the period
issued.  Shares issued in exchange for fundraising fees were netted against
the proceeds from funds received for stock issued.

                                                                           F-21
<PAGE>

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

There has been no change in Marina's principal independent accountant or
reported disagreements on any matter of accounting principles or procedures
or financial statement disclosures during Marina's two most recent fiscal years.

                                   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

Russell C. Maughan*           46        Director, Chairman of the Board
William J. Tabar*             69        Director
Larry R. Walker*              64        Director, President, CEO
Richard V. Murray*            48        Director, COO/Vice-President
Sherren O'Toole*              60        Secretary/Treasurer
Jon R. Blanchard*             37        Vice-President of 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 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 resign or have been removed.

Officers and Directors:

Russell C. Maughan/Chairman of the Board.  Mr. Maughan has been a Director of
Marina since May of 1997 and is currently 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 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.

William J. Tabar/Director.  Mr. Tabar has been a Director of Marina since May of
1997.  Mr. Tabar was co-founder of Business Resource Center.  Business Resource
Center opened its first business brokerage office 20 years ago in Ogden, Utah.
Mr. Tabar currently owns and manages 4 business brokerage offices located
throughout the State of Utah.  Mr. Tabar is a member of the board of Directors
of The International Business Broker Association, a member of the M & A Source,
and a Certified Business Intermediary.  Before founding Business Resource
Center, Mr. Tabar was Chief Operating Officer and Executive Vice-President of
Scott USA, a privately owned company which manufactured ski and motorcycle
products domestically and internationally, and President of AMF

                                       15
<PAGE>

Head Ski and Tennis Division, manufacturer and distributor of sporting goods
sold throughout the world.  Mr. Tabar holds an MS Degree in Chemical Engineering
from West Virginia University.

Larry R. Walker/President, Director.  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 10 years.

Richard V. Murray/Vice-President, Director.  Mr. Murray has been a Vice
President and Director since the inception of Marina.  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.

Sherren O'Toole, Secretary-Treasurer.  Ms. O'Toole was selected by the Board of
Directors to fill the remaining term of office of Secretary upon the resignation
of the previous secretary in 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 15 years.  Prior to that time, Ms. O'Toole was a Tax Technician and
Supervisory Manager for the Internal Revenue Service for 15 years.  Ms. O'Toole
attended Weber State University in Ogden, Utah.

Jon R. Blanchard/Vice-President Development Services.  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 has done extensive work and consultation on Utah's
Winter Sports Park, which will be the site of all ski jumping, bobsled and luge
events during the 2002 Winter Olympics.

                                       16
<PAGE>

Item 10.  Executive Compensation.

<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

                                                            Long Term Compensation
                         Annual Compensation                Awards                             Payouts
<S>                  <C>    <C>       <C>    <C>            <C>              <C>               <C>       <C>
(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(#)     ($)         ($)

Larry R. Walker      1999   $78,125     0      $9,600          0                  0               0           0
Richard V. Murray    1999   $82,500     0      $9,600          0                  0               0           0

</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:

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

Larry R. & Jean P. Walker               1,240,000                32%
195 Alhambra #3
San Francisco, CA 94123

Richard V. & Carolyn C. Murray          1,207,500                31%
3748 Divisadero Street
San Francisco, CA 94123

Sheila Kelly                              281,333                 7%
4775 Summit Ridge Drive
Reno, NV 89503

Sherren O'Toole                               500              .013%
1120 Canyon Rd., #44
Ogden, UT 84404

William J. Tabar                           37,500                 1%
4185 Beus Dr.
Ogden, UT 84403

Russell C. Maughan                         37,500                 1%
1690 Shoshone Dr.
Ogden, UT 84403

Kevin Molinari                            196,667               5.1%
2375 Bay Street
San Francisco, CA 94123

                                       17
<PAGE>

Jon R. Blanchard                           37,500                 1%
PO Box 3763
Park City, Utah 84060

Officers, Directors and 5%              3,038,500              78.2%
shareholders as a group
(8 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.

(2) No officer, director or security holder listed above owns any warrants,
options or rights, with the exception of Kevin Molinari, who has options to
purchase an additional 600,000 shares of the Company's common stock.  (See
"Certain Relationships and Related Transactions.")

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, with the exception of Kevin Molinari.  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.

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.

Exhibits have been previously reported on Form 10-SB.

The following list describes the exhibits filed as part of this Form 10-KSB:

Exhibit No.		Description of Document

3.1		Articles of Incorporation of Marina Capital, Incorporated.

3.2		Bylaws of Marina Capital, Incorporated.

4.0		Specimen form of Registrant's common stock.

                                       18
<PAGE>

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

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

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

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

27.0		Financial Data Schedule


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:   December 29, 2000                            By:/s/ Larry R. Walker
                                                     _________________________
                                                     Larry R. Walker-President

                                       19