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

                                 FORM 10-KSB


[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 2000

[  ] 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: $14,740.00

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 4,091,465

DOCUMENTS INCORPORATED BY REFERENCE

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

<PAGE>

                             Marina Capital, Inc.

                                 FORM 10-KSB
                              TABLE OF CONTENTS

ITEM 1.  DESCRIPTION OF BUSINESS                                       1

ITEM 2.  DESCRIPTION OF PROPERTY                                      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             10

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                                       18

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS               20

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                             20

                                      ii
<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.  Marina terminated the
Subchapter-S Corporation election as of January 1, 1997.  Marina elected a
C-Corporation status in place of the Subchapter-S Corporation on January 1,
1997.   The Company on February 12, 2001, amended its Articles of Incorporation
to authorize the issuance of 100,000,000 shares of $.001 par value Common Stock
and 75,000,000 shares of no par value Preferred Stock.  Marina is considered as
being in the development stage.

Marina is, and has been for the past five (5) years, a development stage
company, that is in the business of real estate development, real estate sales,
mortgage brokering, land planning and business consulting.  Marina identifies
and develops specific parcels of real property in various locations within the
State of Utah and other geographical locations.  The real property may be
acquired through outright purchases, lease, options or through other acceptable
arrangements.  In addition, Marina in some instances may act as a lender,
broker, marketer or business consultant for other companies.

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

                                       1
<PAGE>

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

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

Marina is also the manager of Marina Holding, LLC, a Utah Limited Liability
Company and is the sole member.  Marina Holding, LLC is the manager of Shupe-
Williams Plaza, LLC, a Utah Limited Liability Company.  Shupe-Williams Plaza,
LLC, 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 comprised of three divisions: (a) Marina Capital Development Services-
land planning/engineering and consulting; (b) Marina Capital-real estate sales
and marketing, from March 5, 1996 (Inception) to December 31, 2000, has
generated $107,846 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.  Marina has three real estate sales associates and one mortgage loan
originator.

The Market
__________

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

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

In the past decade, a large number of new high-technology companies have
commenced and prospered in the Salt Lake City/Provo/Ogden, Utah areas.  With
these new endeavors has come a well-educated work force.  Numerous construction
and service businesses have converted the

                                       2
<PAGE>

area into a metro-plex of nearly 2 million people.  Utah's growth over the past
several years has been extensive.  There are many indications that the growth
will continue over the next five years.

Overview
________

In many respects, 1999 was a repeat of recent years.  The economy remains
strong, but has moderated steadily and significantly, just as it has in each of
the previous five years.  Despite the tempering of activity, growth remains a
dominant theme of the past year. Even though the economy is slowing, growth is
still occurring and the economy remains prosperous.  Utah's economy should
continue to do well into 2000 for many of the same reasons it did well in 1999.
Utah has a low cost of doing business (93.3% of the national average); a pro-
business regulatory environment; low business taxes (the 5th lowest worker's
compensation costs in the nation); and, a solid utility, communications,
education and transportation infrastructure.  Utah also has numerous
recreational opportunities; a youthful and educated work force; good
universities; healthy lifestyles; and, a strong work ethic that should continue
to favorably influence business location and expansion decisions.

Job Growth
__________

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

Construction
____________

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

Per Capita Income
_________________

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

                                       3
<PAGE>

Median-Household Income
_______________________

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

Hotels
______

Hotel occupancy rates continue to decline as new units continue to be built.
Hotel construction over the past five (5) years has increased the number of
available rooms by 47%.  And, the Salt Lake Convention and Visitors Bureau
estimates that an additional 1,100 rooms will be built in 2000 (adding 7% to the
current supply).  Occupancy rates for Salt Lake City declined the first 9 months
of 1999 to 78.4%, compared to 84.4% for the prior year, according to Rocky
Mountain Lodging Report.  Statewide occupancy rates also declined on average
from 66% last year to an estimated 64.6% for the first three quarters of 1999.
Statewide hotel/motel occupancy rates were around 74% as recently as 1995.
Finally, average statewide room rates were $67.61 in October 1999 compared to
$71.45 in October 1998.

Offices
_______

CB Richard Ellis Inc. reported that the Salt Lake Metropolitan area office,
market vacancy was almost 12% as of 3rd quarter 1999.  This represents a 75%
increase in the vacancy rate from a year ago.  The increase is due to an
additional two million square feet of available office space during 1999.  Over
the past four years the suburban market has added almost three million square
feet of new office space.  The suburban office market has nearly doubled over
the last five (5) years and now accounts for 55% of the entire Salt Lake City
office market.  Construction of new office space should slow in 2000 due to high
vacancy rates and land prices; and, to allow the market demand to catch-up with
supply.

Apartments
__________

According to EquiMark Properties, apartment vacancies in the Greater Salt Lake
Area reached 7.1% in the 2nd quarter of 1999 (compared to 6.4% for the same
period last year).  Apartment vacancy rates have steadily increased since 1993.
Property owners are currently offering move-in specials such as a months free
rent, free washer/dryer, and discontinued security deposits in response to the
rising vacancy rates.  Low net in-migration is the principal reason for the
higher vacancy rates.

Outlook
_______

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

                                       4
<PAGE>

Utah's Long-Term Projections
____________________________

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

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 (13) 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 - $1.5 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 Articles of Incorporation were
filed with the Utah State Department of Corporations on February 1, 2001.

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 $75,321 and a balloon payment at
the end of the five (5) year period for the balance.  Marina is current with its
$75,321 payments due to the Maughan Family Partnership.  Final payment is due
October 31, 2001, however the Maughan Family Partnership has agreed to extend
this final payment date to March 10, 2002, if necessary.

                                       5
<PAGE>

Marina proposes to spend approximately $1,500,000 to $2,000,000 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.

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

It is anticipated that 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 Pineview Heights Sewer and Water
System and by a mechanical sewage treatment facility 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 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 approximately 15 years.

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

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

Status.  The Shupe-Williams Plaza property was conveyed to Shupe-Williams Plaza,
LLC by the Ogden City Corporation and the Ogden City Developmental Agency on May
27, 1998.  The total purchase price was $100,000.  The City has also agreed to
rebate $250,000 in taxes over a five-year period.

                                       6
<PAGE>

Marina through its wholly owned subsidiary, Shupe-Williams Plaza, LLC and Ogden
City Corporation and the Ogden City Redevelopment Agency, after a series of
negotiations, agreed by virtue of a Letter Agreement, dated March 2, 2001, to
extend the terms and conditions that are set forth in the Real Estate Purchase
Contract ("REPC"), dated October 20, 1997, for an additional six (6) months from
the date of the Letter Agreement.  Marina 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 Marina is not able to negotiate for the funding of its obligations set
forth in the REPC, Marina 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, 10 of the units have been reserved.  A trust account has been
set up to hold reservation deposits until construction of the building is
complete.  In addition, several Letters of Intent to lease space have been
received.

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.  In February of 1999, negotiations were initiated with Wadman
Investments L.L.C. to form a joint venture development to construct a four
seasons resort.

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 $5,048,000.  The anticipated costs will be $975,000 for land cost,
$1,500,000 to $2,000,000 infrastructure costs and $485,000 marketing for a net
profit of $1,590,000 to $2,090,000.

                                       7
<PAGE>

Shupe-Williams Plaza:
____________________

Marina has made a loan application with Remington Financial Group and as of the
date of this Annual Report, RFG is in the process of due-diligence for an equity
line of credit up to  $5,500,000.  Marina 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 prepayment
penalty.  4)  Investor's Fee:  4% from proceeds at closing.  "Due-diligence
costs" to be credited against fee payable upon funding; expenditures to be pre-
approved by borrower.  5)  Collateral:  If applicable, pledging of to-be-
determined percent of available company stock.  6)  Equity Participation: 30%.
Subsequent to repayment of all principal and interest, minimum Internal Rate of
Return is 25% per annum, including 10% Preferred Return.

Business Opportunities
______________________

On May 15, 1996, Marina entered into a Letter of Understanding with VR Utah,
Inc., 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.

                                       8
<PAGE>

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, rent or Marina may elect to sell the property to another
developer.

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 Officer 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.

Employees
_________

Marina presently has five (5) full-time employees of which two (2) are licensed
real estate agents and one (1) independent licensed real estate agent.  Marina
currently has one (1) mortgage loan originator, but additional employees will be
hired as necessary to provide Marina's services and carry on its operations as
Marina expands.

                                       9
<PAGE>

Item 2.  Description of Property

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

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

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

Item 3.  Legal Proceedings

There are no lawsuits filed against Marina or pending as of December 31,2000.

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

There were no matters submitted during the fourth quarter of the fiscal year
ended December 31, 2000 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 Marina's Common Stock.  Marina 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 3,723,370 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 December 31, 2000, there were 92 holders of record of Marina's Common
Stock.

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

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

                                      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.  Final plan
approval from the county has been submitted and is expected in April, 2001.

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

Marina incurred $101,058 in 2000 and $90,567 in 1999 on planning, land design,
permits and fees, and water and sewer development in connection with the
OlymPeak project.

Approximately 13 of a total of 22 planned OlymPeak lots, have been reserved by
purchasers at a sales price of $200,000 to $350,000.  Seven of the lots have
been reserved in connection with the issuance of redeemable preferred stock,
which can be redeemed against the purchase price of OlymPeak Estate lots.  Three
of the lots are reserved in connection with the issuance of a note payable.  The
remaining lots are expected to sell for between $155,000 and $358,000.  While
total costs of completing Water, Sewer and road systems are unknown, management
estimates an additional $1,500,000 will be incurred in the completion of the
OlymPeak project.

II.  Powder Mountain

Marina owns a two acre parcel of land adjoining the Power Mountain Ski Resort.
Potential development includes construction of a hotel/condominium project
consisting of 48 units for rent or sale.  However, Marina 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.  Marina proposes to convert and lease the main floor and
basement (comprising approximately 13,000 square feet) into restaurant, office
and retail space.  The upper floors will be converted and sold as Live/Work loft
condominium units.  The project is currently in the early stages of
construction.  The first floor has been partially renovated with one model
office unit, comprising approximately 1,100 square feet, completed.  In
addition, two Live/Work units are under construction on the second floor.

Marina incurred $92,507 in 2000 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.

                                      11
<PAGE>

Reservation deposits have been received on approximately 10 of a total of 45
planned Work/Loft units.   Letters of intent have been received on space
representing approximately half of the 13,000 square feet of restaurant, office,
retail lease space.  While total costs of completing the project are unknown, it
is estimated an additional $4.5 million to $5.5 million will be incurred in
completing the project.  A 5.5 million dollar equity line of credit with the
Remington Financial Group, to fund the project, is currently in the process of
due diligence, and is expected to fund in the next 90 days.

REVENUE

As described above, Marina is still in the development stage and is primarily
engaged in the development of two real estate projects, OlymPeak Estates and the
Shupe-Willams Project.  Reservation deposits have been received in connection
with the expected sale of OlymPeak lots and Shupe-Williams Live/Work loft units
and closing of the sales  will not commence until final approval from the
appropriate city and county officials has been approved.  Closings of OlymPeak
lots are expected to begin in the summer of 2001.  Closings 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, 2000, and 1999 of $14,740, and
$35,334, respectively are comprised primarily of brokerage commission fees.
A 20 percent interest in the Powder Mountain land was sold in 1998 for
approximately $40,000 and then reacquired in 2000 in exchange for 10,538 shares
of the Company's Common Stock.  Revenues from brokerage fees are not expected to
be significant in the future.

OPERATING EXPENSES

Operating expenses totaled $431,425 and $488,819, for the years ended December
31, 2000, and December 31, 1999, respectively.  The $57,394 or 11.7 percent
decrease in operating costs between 2000 and 1999 resulted primarily from the
decrease in stock-based compensation of $46,298, and a decrease in abandoned
project costs of $25,402, partially offset by a $25,027 increase in salaries
which resulted from the hiring of a full-time land planner, and an increase in
legal and accounting of $14,152, resulting from the Company's efforts to
register with the SEC.

Operating expenses for 1999 included under the caption "other compensation",
$46,298, accounted for the estimated intrinsic value of stock options granted to
two officers of Marina.  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.

In 1999, Marina 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.

OPERATING LOSS

Marina incurred operating losses of $467,023 and $453,485, for the years ended
December 31, 2000 and December 31, 1999, respectively.  Operating losses have
resulted from costs

                                      12
<PAGE>

attributable to general operations and general corporate overhead not directly
allocable to any specific real estate project. Marina will continue to incur
operating losses until such time as sales commence on the OlymPeak Estates and
Shupe-Williams projects.

INCOME TAXES

Although Marina has incurred significant operating losses during the two (2)
years ended December 31, 2000, no income tax benefit has been recognized.
Marina continues to be in the development stage, and although it has certain
real estate projects under various degrees of development, it has a limited
operating history.  Currently, there is not adequate assurance Marina will be
able to generate sufficient future profits necessary to realize income tax
benefits from losses incurred during 2000 and 1999.

LIQUIDITY

The Company had cash totaling $223 at December 31, 2000 and $15,714 at December
31, 1999.  The Company expended $275,918 in 2000 and $410,138 in 1999 to fund
operations.  It incurred $193,567 in 2000 and $194,838 in 1999 for real estate
development.  In addition, $212,500 was raised from stock sales in 2000 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. Final payment is
due October 31, 2001, however the Maughan Family Partnership has agreed to
extend this final payment date to March 10, 2002, if necessary.  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:  Ten percent (10%) per annum
preferred return.  Fixed rate.  Interest only and may accrue.  3)  Term:  Five
years, no prepayment penalty.  4)  Investor's Fee: Four percent (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, inclusive of the 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.

                                      13
<PAGE>

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.

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, 2000, AND 1999


                                   INDEX

                                                                     Page
                                                                     ____

Independent Auditors' Report                                         F-1

Consolidated Balance Sheets                                          F-2

Consolidated Statements of Operations                                F-3

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

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

Notes to Consolidated Financial Statements                           F-7 to F-18

                                      14
<PAGE>

                         INDEPENDENT AUDITORS' REPORT
                         ____________________________


To the Shareholders and Board of Directors
Marina Capital, Incorporated

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

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

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

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


Carver Hovey & Co.

Layton, Utah
March 15, 2001

                                      F-1
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                          CONSOLIDATED BALANCE SHEETS

                                    ASSETS

                                                  December 31,     December 31,
                                                     2000             1999
                                                  ____________     ____________

  Real estate under development                     $ 1,971,512     $ 1,738,431
  Cash                                                      223          15,934
  Office equipment, less accumulated depreciation         3,796           4,897
  Other assets                                            8,500             -
                                                    ___________     ___________

    TOTAL ASSETS                                    $ 1,984,031     $ 1,759,262
                                                    ===========     ===========


                     LIABILITIES AND STOCKHOLDERS' EQUITY

  Accrued interest                                  $   110,002     $    63,620
  Accounts payable and accrued expenses                 153,449          11,126
  Notes payable                                         924,627         729,853
                                                    ___________     ___________

    TOTAL LIABILITIES                               $ 1,188,078     $   803,599
                                                    ___________     ___________

REDEEMABLE PREFERRED STOCK
  Redeemable Preferred stock - no par value;
   authorized 5,000,000 shares; issued and
   outstanding 124,259 shares in 2000 and
   84,259 shares in 1999                                428,278         240,778

STOCKHOLDERS' EQUITY
  Common stock $.001 par value; authorized
   30,000,000 shares; issued and outstanding
   4,091,465 shares in 2000 and 4,058,774
   shares in 1999                                         4,091           4,059

Additional paid-in capital                            3,733,668       3,612,886

Deficit accumulated in the development stage         (3,370,084)     (2,903,060)
                                                     ___________    ____________

    TOTAL STOCKHOLDERS' EQUITY                          367,675         713,885
                                                     ___________     ___________

    TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                           $ 1,984,031     $ 1,759,262
                                                    ===========     ===========


         See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                  March 5, 1996
                                     Year ended     Year ended   (inception) to
                                     December 31,   December 31,   December 31,
                                        2000           1999           2000
                                     ____________   ____________   ____________
REVENUE
  Real estate sales commissions       $   13,540     $   34,134     $   107,846
  Rent - land                              1,200          1,200           4,500
  Sale of land                                 0              0          40,000
                                      __________     __________     ___________
    TOTAL REVENUE                         14,740         35,334         152,346
                                      __________     __________     ___________

  Cost of sales                                0              0          25,000
                                      __________     __________     ___________
    GROSS MARGIN                          14,740         35,334         127,346
                                      __________     __________     ___________

OPERATING EXPENSES
  Abandoned projects                           0         25,402          27,184
  Advertising and promotion                1,814            946          15,526
  Commissions                              9,454         19,772          86,889
  Consulting                               2,320          9,714         186,641
  Legal and accounting                    47,508         33,356         324,387
  Office expenses                         22,677         26,475         140,445
  Miscellaneous                            5,142         12,638          31,214
  Taxes                                   20,816         17,361          76,849
  Travel & entertainment                  17,905         16,554          93,360
  Salaries and wages                     257,933        232,906         860,567
  Insurance                               15,894         18,477          48,431
  Auto                                    28,861         27,819          94,936
  Depreciation                             1,101          1,101           2,658
  Other compensation                           0         46,298       1,390,464
                                      __________     __________     ___________

    TOTAL OPERATING EXPENSES             431,425        488,819       3,379,551
                                      __________     __________     ___________

    NET LOSS FROM OPERATIONS            (416,685)      (453,485)     (3,252,205)
                                      __________     __________     ___________

OTHER INCOME AND (EXPENSES)
  Interest income                          1,118          7,291          12,861
  Interest expense                       (51,456)       (28,493)       (130,740)
                                      __________     __________     ___________

    TOTAL OTHER INCOME AND (EXPENSE)     (50,338)       (21,202)       (117,879)
                                      __________     __________     ___________

NET LOSS                              $ (467,023)    $ (474,687)    $(3,370,084)
                                      ==========     ==========     ===========

BASIC AND DILUTED LOSS
  PER SHARE                                $(.11)         $(.12)
                                           ======         ======
WEIGHTED-AVERAGE
  COMMON SHARES                        4,071,571      3,971,119


         See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>

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

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<S>                                                             <C>            <C>           <C>
                                                                                              March 5, 1996
                                                                Year ended     Year ended    (inception) to
                                                                December 31,   December 31,   December 31,
                                                                   2000           1999           2000
                                                                ____________   ____________   ____________

OPERATING ACTIVITIES
____________________

Net loss                                                        $ (467,023)     $ (474,687)    $(3,370,084)
Adjustments to reconcile net (loss) to net
  cash used in operating activities:
    Depreciation                                                     1,100           1,101           2,657
    Gain on sale of asset                                                0               0         (16,000)
    Stock option compensation                                            0          46,298       1,390,464
    Stock issued for services                                            0               0         231,578
    Interest on preferred stock                                     36,306          26,493          89,646
    Changes in accounts payable anD accrued expenses               153,699          (9,343)        175,105
                                                                __________      __________     ___________

Net cash used in operating activities                             (275,918)       (410,138)     (1,496,634)
                                                                __________      __________     ___________

INVESTING ACTIVITIES

Real estate purchase and development                              (193,567)       (194,838)     (1,209,102)
Sale of land                                                             0               0          40,000
Purchase of equipment                                                    0          (1,897)         (6,454)
                                                                __________      __________     ___________

Net cash used in investing activities                             (193,567)       (196,735)     (1,175,556)
                                                                __________      __________     ___________

FINANCING ACTIVITIES

Proceeds from notes payable                                        269,321          55,000         761,321
Principle payments on notes payable                                (19,547)        (19,328)       (506,694)
Proceeds from sale of common stock (net
  of stock issue costs of $1,875 in 2000 and
  $3,750 in 1999                                                    50,000         405,573       2,023,008
Proceeds from sale of redeemable preferred stock                   162,500               0         403,278
Debt issuance cost                                                   8,500               0           8,500
                                                                __________      __________     ___________

Net cash provided in financing activities                          453,774         441,245       2,672,413
                                                                __________      __________     ___________

Increase (decrease) in cash                                        (15,711)       (150,628)            223

Cash at beginning of period                                         15,934         166,562               0

Cash at end of period                                           $      223      $   15,934     $       223
                                                                ==========      ==========     ===========
</TABLE>


         See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

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

              CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                             FOR THE YEARS ENDED


<S>                                                             <C>            <C>           <C>
                                                                                              March 5, 1996
                                                                Year ended     Year ended    (inception) to
                                                                December 31,   December 31,   December 31,
                                                                   2000           1999           2000
                                                                ____________   ____________   ____________

SUPPLEMENTAL DISCLOSURES


Cash paid during the year for interest                          $   35,004      $   60,765     $   278,474


Non-cash investing and financing activities:

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

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

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

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

</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

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

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
______________________________________________________________________________

                March 5, 1996 (Inception) to December 31, 2000

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

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

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

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

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

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

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

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

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

Issuance of 50,000 shares of
  preferred stock for cash           50,000    187,500         -         -                -                -
Issuance of 13,333 shares of
  common stock for cash                 -          -        13,333        13           72,967              -
Issuance of 10,538 shares of
  common stock in exchange
  for land                              -          -        10,538        11           39,503              -
Issuance of 8,320 shares of
  common stock in satisfaction
  of a note payable                     -          -         8,320         8            8,312              -
Issuance of 500 shares of
  common stock for services             -          -           500       -                -                -
Net Loss                                -          -           -         -                -           (467,023)
                                    __________________   ___________________      ___________    ___________________

Balance at December 31, 2000        134,259  $ 428,278   4,091,465  $  4,091      $ 3,733,204      $(3,370,084)
                                    =======  =========   =========  ========      ===========      ============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>
                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

A.  Nature of Business

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

B.  Income Taxes

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

C.  Revenue recognition

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

    Although deposits have been received and are included in escrow accounts on
    certain properties under development, only one sale totaling $40,000 has
    been consummated from the date of inception through December 31, 1999.

D.  Real Estate Development Cost

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

                                      F-7
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


D.  Real Estate Development Cost (Continued)

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

    As of December 31, 2000, 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-8
<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, 2000, the Company has not recognized any impairment losses in connection
    with real estate under development.

J.  Loss Per Common Share

    Basic loss per common share is calculated by dividing the net loss by the
    weighted average number of common shares outstanding during the period.
    Diluted loss per share is the same as basic loss per share since options to
    purchase 900,000, and 905,877 potential shares of common stock for the years
    ended December 31, 2000, and 1999, respectively, are not included in the
    computation of diluted loss per share as their effect would have been anti-
    dilutive.

K.  Reclassifications

    Certain amounts in 1999 have been reclassified to conform with the 2000
    presentation.

L.  Recent Accounting Pronouncements

    In June 1997, the Financial Accounting Standards Board ("FASB") issued
    Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
    for Derivative Instruments and Hedging Activities".  SFAS No. 133
    establishes accounting and reporting standards for derivative instruments,
    including certain derivative instruments embedded in other contracts, and
    for hedging activities.   It requires that an entity recognize all
    derivatives as either assets or liabilities in the statement of financial
    position and measure those instruments at fair value.  This statement will
    be effective for the Company beginning January 1, 2001.  The Company did not
    hold any derivative instruments at December 31, 2000, and as such, the
    Company does not expect this pronouncement   to have a significant impact on
    the Company's financial statements.

                                      F-9
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

M.  Financial Instruments

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

NOTE 2 - GOING CONCERN

As described in Note 7, the Company is in the process of securing financing
necessary to complete the refurbishment of the Shupe-Williams building.  Failure
to obtain adequate funding by September 2, 2001, could result in the forfeiture
or return of the building and adjacent lot to the City.

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

In addition to the funding needs described above, the Company has also incurred
recurring losses from operations that require continued funding from outside
financing sources.  Due to the need to obtain immediate funding for both the
Shupe-Williams and OlymPeak projects, and to fund ongoing operating expenses,
there is concern about the ability of the Company to continue operating at the
current level.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company was organized by Richard V. Murray and Larry R. Walker and they were
joined by Jon Blanchard in 1999. Salaries and expense allowance have been paid
to these individuals.  They are currently working to develop the company with
compensation of $6,875 each month for Mr. Murray and Mr. Walker and $5,200 each
month for Mr. Blanchard.  Total compensation for the years ended December 31,
2000 and 1999 is as follows.

                                                  2000          1999
                                                  ____          ____

   Salaries and expense allowance paid to
     related parties                            $161,625      $175,450
   Stock based compensation                          -          46,298
                                                ________      ________

   Total                                        $161,625      $221,748


                                      F-10
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)

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 that the
terms of the purchase were not affected by the Company's relationship with Mr.
Maughan.

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

NOTE 4 - NOTES PAYABLE

The Company has the following notes outstanding
          as of December 31, 2000 and 1999.

                                                             2000       1999
                                                             ____       ____

  8.25% note payable to the Maughan Family Partnership
    secured by OlymPeak development land, annual
    payments of $75,221, balance due October 31, 2001     $ 655,306   $ 674,853

  8% note payable to an unsecured stockholder, balance
    due June 30, 2000                                           -        25,000

  8% note payable to an unsecured stockholder, balance
    due February 1, 2000                                        -        30,000

  10% note payable to an unsecured stockholder, balance
    due October 15, 2001, convertible into common
    stock at $3.75 per share                                  5,000         -

  8% note payable to an unsecured stockholder, balance
    due June 20, 2001                                         2,000         -

  8% note payable to an unsecured stockholder, balance
    due October 15, 2001                                     52,000         -

  8% note payable to an unsecured stockholder, balance
    due June 20, 2001, convertible into common stock
    at $3.75 per share                                       10,321         -

                                      F-11
<PAGE>


                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 - NOTES PAYABLE (CONTINUED)

  8% note payable to an unsecured stockholder, balance
    due May 5, 2001                                          75,000         -

  12% note payable to an unsecured stockholder, balance
    due February 1, 2001, convertible into common stock
    at $3.75 per share                                      112,500         -

  10% note payable to an unsecured stockholder, balance
    due April 14, 2001, convertible into common stock
    at $3.75 per share                                       12,500         -
                                                          _________   _________

  Total                                                   $ 924,627   $ 729,853
                                                          =========   =========

Interest on the Maughan note has all been capitalized against the OlymPeak
development.  Interest expensed relates to other notes payable and preferred
stock.  The following amounts were capitalized and expensed during the years
ended December 31, 2000 and 1999.

                                                             2000       1999
                                                             ____       ____

Interest capitalized                                      $  55,405   $ 57,165
Interest expensed                                            51,456     28,493
                                                          _________   ________

Total interest paid                                       $ 106,861   $ 85,658
                                                          =========   ========

NOTE 5 - REDEEMABLE PREFERRED STOCK

During the year ended December 31, 1998, the Company issued 10,000 shares of
redeemable preferred stock at a price of $3.00 per share.  An additional 10,000
shares of redeemable preferred stock were issued for $3.00 per share in 1999 and
30,000 shares of redeemable preferred stock were issued for $3.75 per share in
2000.  The redeemable preferred stock bears interest at 7 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 $56,306, and $26,493, for
the years ended December 31, 2000, and 1999, respectively has been recognized as
interest expense in the accompanying consolidated statements of operations.
Unpaid interest due preferred shareholders totaling $84,745, and $53,341 as of
December 31, 2000, and 1999, 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 $3.75 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 $3.75 per share plus
any unpaid interest.

                                      F-12
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5 - REDEEMABLE PREFERRED STOCK (CONTINUED)

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

As of December 31, 2000, none of the preferred stock has been redeemed and no
stockholder has exercised their conversion rights.

NOTE 6 - INCOME TAXES

The Company has adopted SFAS No. 109, Accounting for Income Taxes.   Generally,
deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.  However, no deferred tax
assets or liabilities have been reflected in the financial statements, as there
are no differences between the carrying values of assets and liabilities for
book verses tax purposes. The Company has operated at a loss since inception.
The Company feels that any tax benefit from these operating losses is uncertain
and would be reduced to zero under the valuation allowance rules.  The Company
has net operating losses totaling approximately $3.2 million for both federal
and state tax purposes as of December 31, 2000.  Such loss carryovers begin to
expire in the year 2017.

NOTE 7 - CONTINGENT LIABILITIES

Ogden City Corporation and the Ogden City Redevelopment Agency (the City) 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 purchase agreement.  The Company is also subject to
restrictions on transfer of the building.  Management has not reported this
obligation as either an asset or a liability in the financial statements due to
its contingent nature.  Management believes the obligation will never be paid as
it will be satisfied on completion of the project or canceled if the building is
returned to the City.

The Company is in the process of securing financing to complete the
refurbishment of the Shupe-Williams building.  Failure to obtain the necessary
funding by September 2, 2001, could result in the forfeiture or return of the
building and adjacent lot to the City.

NOTE 8 - ESCROW DEPOSITS

The Company's escrow agent has established escrow accounts for several deposits
received from individuals interested in purchasing Shupe-Williams Building condo
units and lots in the OlymPeak subdivision.  The funds are fully refundable if
the projects are not completed and such amounts are excluded from the
accompanying consolidated financial statements.  The following table summarizes
such deposits as of December 31, 2000 and 1999.


                                      F-13
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8 - ESCROW DEPOSITS (CONTINUED)

                                        2000       1999
                                        ____       ____

        Shupe Williams Trust          $ 9,000     $19,000
        OlymPeak Trust                  5,000      26,000
                                      _______     _______
                                      $14,000     $45,000
                                      =======     =======

NOTE 9 - REAL ESTATE

I.  OLYMPEAK ESTATES (SNOWBASIN LAND)

The OlymPeak Estate project consists of 65 acres of raw land located in Ogden
Valley approximately four miles from the Snow Basin Ski Resort.  It is being
developed into 22 residential lots.  Preliminary approval for the development
was obtained from Weber County on March 14, 1996.  The State of Utah has issued
a building permit for the water and sewer system to service the project.  A
request for final approval is currently before the County Commission.  The
Company anticipates that final approval will be granted in 2001.  Upon receiving
the final approval, construction on the roads, water and sewer system will
commence and will take approximately three to six months to complete.  Lots have
been reserved at a sale price of between $125,000 to $300,000 per lot.  Seven of
the lots have been reserved in connection with the issuance of redeemable
preferred stock which can be redeemed against the purchase price of OlymPeak
Estate lots.   A not-for-profit Water and Sewer District has been formed by
Weber County to service the area. Although lots have been reserved, no sales
have been consummated.

II. SHUPE-WILLIAMS PLAZA

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

The Shupe-Williams Plaza property was conveyed to the Company by the Ogden City
Corporation and the Ogden City Developmental Agency (The City) on May 27, 1998.
The total purchase price was $100.00.  The City also retained a $250,000 Trust
Deed on the building and adjacent lot which 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, beginning in May 1998.

With the assistance of the City of Ogden, the property and building have been
zoned to accommodate both residential and commercial use.  The Company is
currently in the process of obtaining the necessary financing to refurbish and
convert the building.  Management estimates the main floor will be converted
into a restaurant, office and retail use.  The upper floors will be converted to
Live/Work lofts. Six penthouse lofts will be constructed on top of the building.
The first phase of construction was started in September of 1998 and was
comprised of preliminary design work and the completion of a model unit.


                                      F-14
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


NOTE 9 - REAL ESTATE (CONTINUED)

III.  POWDER MOUNTAIN LAND:

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

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

<TABLE>
<CAPTION>

The following summarizes development costs incurred during the years ended
December 31, 2000 and 1999.

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

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

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

Balance at December 31, 2000        $1,455,503       $380,493        $ 135,516    $1,971,512
                                    ==========       ========        =========    ==========
</TABLE>

                                      F-15
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10 - STOCK OPTION AGREEMENTS

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

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

                                                        2000           1999
                                                        ____           ____
Pro forma net loss applicable to common
  shareholders                                        $(651,039)    $(519,059)

Pro forma basic and diluted loss per common share     $    (.16)    $    (.13)

The fair value of the options issued to employees was estimated using the
minimum-value method prescribed by SFAS No. 123.  The exercise period for the
options was the remaining employment period for the employees granted the
options of three and four years as of December 31, 2000, and 1999, respectively.
The risk-free interest rate was 6.2 and 6.3 percent as of December 31, 2000, and
1999, respectively.  In addition, the calculation assumed zero percent dividend
yields.

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


                                      F-16
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>

NOTE 10 - STOCK OPTION AGREEMENTS (CONTINUED)

                                                      Year ended December 31,
                                                  2000                             1999
                                        ___________________________      __________________________
<S>                                    <C>           <C>                 <C>          <C>
                                                       Weighted-                        Weighted-
                                        Number          average            Number        average
                                        of shares    exercise price      of shares    exercise price

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

Granted                                 400,000        $ 3.50             117,531        $ 0.13
Exercised                                   -              -              (82,500)       $ 2.00
Expired                                     -              -              (17,500)       $ 2.00
Cancelled                              (405,877)       $ 0.13                 -              -

Outstanding at end of year              900,000        $ 2.94             905,877        $ 1.44

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

</TABLE>

The weighted-average grant-date fair value of options granted in the years ended
December 31, 2000 and 1999 was estimated to be $184,016 and $44,372,
respectively.

Exercise prices for options outstanding as of December 31, 2000 were $2.50 and
$3.50 for options with a fixed exercise price.  The weighted-average remaining
contractual life of all outstanding options as of December 31, 2000 is 3.5
years.

NOTE 11 - SUBSEQUENT EVENTS

In January of 2001, the Company sold an additional 13,333 shares of common stock
for $3.75 per share.

In March of 2001, the Company's Board voted to proceed with a letter of intent
to enter into a financing arrangement with Remington Financial Group, Inc. (RFG)
whereby the Company may borrow up to $5,500,000 under a secured equity line of
credit (LOC).  The purpose of the LOC is to provide financing to complete the
Shupe-Williams project.  See notes 2, 7, and 9.  The agreement calls for a four
percent loan origination fee, 10 percent interest on all outstanding borrowings,
a 30 percent participation in the net profits of the Shupe-Williams project, for
a total minimum rate of return to RFG of 25 percent internal rate of return per
annum.  There are no prepayment penalties.

RFG has completed its due diligence except for the physical inspection of the
property which should be done by April 15, 2001.  The loan is then expected to
close within approximately 60 to 90 days of completion of the due diligence.

The loan from RFG will be secured with a senior lien on the Shupe-Williams
building.  RFG may subordinate to additional senior debt financing as it becomes
available to the Company.


                                      F-17
<PAGE>

                         MARINA CAPITAL, INCORPORATED
                       (A Development Stage Enterprise)

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11 - SUBSEQUENT EVENTS (CONTINUED)

On February 12, 2001, the Company amended its Articles of Incorporation to
authorize the issuance of 100,000,000 shares of $.001 par value Common Stock
and 75,000,000 shares of no par value Preferred Stock.

As described in Note 4, the Company has an obligation under a note payable to
the Maughan Family Partnership that includes a balloon payment originally due
October 31, 2001.  On March 30, 2001, the Company received notice from the
partnership of its intent to extend the due date on the note until March 10,
2002.  As a condition of the extension of the due date, the Company would be
required (as of the original due date of the note) to increase the rate of
interest on the note from 8.5 percent to 18 percent and pay related late fees.


                                      F-18
<PAGE>

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

At an Annual Meeting of Shareholders held on June 2, 2000, the Shareholders
voted to retain Davis, James & Chase-Kraaima as Marina's independent auditor;
however, Davis, James & Chase-Kraaima declined to stand for re-election in that
they had taken more of an internal role in the affairs of Marina.  The
Shareholders voted to ratify the retention of an independent auditor to be
decided by the Board of Directors at a later date.

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

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

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*	  45		Director Chairman of Board
Larry R. Walker* 	  65		Director, President, CEO
Richard V. Murray*	  49 		Director, COO/Vice President/Treasurer
Edward S. Sweeney         50            Director, CFO
William J. Tabar*         68            Director
Morton Miller		  77		Director
Glen J. Mecham            65            Director
Debra Badali Ledkins	  46		Director
Sherren O'Toole*	  61		Secretary
John R. Blanchard*        38            VP Development Services

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

All Directors of Marina 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.


                                      15
<PAGE>

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 twenty (20) years.  He is also
a trustee, stockholder and trust officer of Home Abstract & Title Co.  Mr.
Maughan is designated as a Utah Registered Abstractor and Licensed Title Agent.
Mr. Maughan is a General Partner of Wolf Creek Country Club Associates. He is a
member of the Ogden Chamber of Commerce, Utah Homebuilders Legislative Affairs
Committee and Ogden Board of Realtors. Mr. Maughan has also been a Utah State
Republican Party Delegate.

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 ten 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.

Edward S. Sweeney/Director.  Mr. Sweeney has been a Director of Marina since
June 2, 2000.  Mr. Sweeney is a partner and officer in Sweeney Land Company/MPE,
Inc.  He is the Founder of SA Group, a fund-raising consulting firm in Salt Lake
City whose primary emphasis is on start-up non-profits and/or organizations
launching their first capital campaign and/or introducing fund-raising into
their organization for the first time.  Mr. Sweeney has also served as Executive
Vice-President of John B. Cummings Company, Inc. and as Vice-President for
Institutional Advancement and General Counsel of Westminster College of Salt
Lake City.  Mr. Sweeney is a graduate of Westminster College of Salt Lake City
and the University of Santa Clara College of Law. He was a partner in the firm
of Biele, Haslam and Hatch, a Utah Professional Law Corporation as well as an
Adjunct Instructor at Westminster College. Mr. Sweeney is affiliated with State
and National Bar Associations, State and National Attorney organizations, the
National Society of Fund-Raising Executives, Dallas, Texas, the Utah Society of
Fund-Raisers and was a founding member of the Utah Planned Giving Roundtable. He
is a former Member of the Board of Trustees, Westminster College of Salt Lake
City, a Member and Director of Utah's Alta Club and a Member and President of
the Crossroads Kiwanis Club.  Mr. Sweeney is a former Director of Utah Issues,
Catholic Foundation in and for the Salt Lake Catholic Diocese, Cathedral of the
Madeleine Restoration Project, East High School Foundation, Catholic Community
Services and Yellowstone Ecosystem Studies, Inc.

                                      16
<PAGE>

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

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

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

Debra Badali Ledkins/Director.  Ms. Ledkins has been a Director of Marina since
June 2, 2000.  Ms. Ledkins is currently serving a third term on the Layton City,
Utah, Council and is also the Council Representative to the Planning and Zoning
Commission. She served as Mayor Pro Tem from 1995 to 1996. Ms. Ledkins is active
in economic development and zoning issues and has more than twenty-five years
experience in business management. She is a representative to the City/
Community/Rural Relations Committee and was the Founder and first President of
the Layton Chapter Business Network International. Ms. Ledkins is a member of
the Davis County Energy Recovery District Board, the North Davis Chamber of
Commerce, the National Association of Realtors and is the Committee Chair for
the Utah Home Builders' Association, Northern Wasatch Home Builders'
Association, Ogden Board of Realtors Business Planning Committee and Women's
Council of Realtors.


                                      17
<PAGE>

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 fifteen (15) years. Prior to that time, Ms. O'Toole was a Tax
Technician and Supervisory Manager for the Internal Revenue Service for fifteen
(15) years. Ms. O'Toole attended Weber State University in Ogden, Utah.

Jon 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 is the owner and president of 13 Design Studio in Park
City, Utah. Mr. Blanchard has done extensive work and consultation on Utah's
Winter Sports Park, which will be the site of all ski jumping, bobsled and luge
events during the 2002 Winter Olympics.

Item 10.  Executive Compensation.

<TABLE>

SUMMARY COMPENSATION TABLE

<CAPTION>
                                                            Long Term Compensation
                        Annual Compensation                 Awards                             Payouts
(a)                   (b)    (c)       (d)       (e)            (f)            (g)               (h)          (i)
Name and                                     Other Annual    Restricted      Securities         LTIP       All Other
Principal                   Salary    Bonus  Compensation   Stock Award(s)   Underlying        Payouts    Compensation
Position             Year    ($)       ($)       ($)            ($)         Options/SARs (#)     ($)          ($)
----------------     ----   -------   -----  ------------    ------------   ---------------    -------    -------------
<S>                  <C>    <C>         <C>    <C>               <C>            <C>               <C>          <C>
Larry R. Walker      2000   $82,500     0      $9,600            0              200,000           0            0
President

Richard V. Murray    2000   $82,500     0      $9,600            0              200,000           0            0
Treasurer

Edward S. Sweeney    2000   $ 2,500     0      $    0            0                    0           0            0
CFO

Jon R Blanchard      2000   $62,400     0      $9,600            0                    0           0            0
VP Development
  Services

Sherren O'Toole      2000  $27,984      0           0            0                    0           0            0
Corporate Secretary
</TABLE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management

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


                                      18
<PAGE>

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

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

Richard V. and 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

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 and Larry
Walker and Richard Murray who each hold options to acquire 200,000 shares of
Common Stock at the price of $3.50 per share.  (See "Certain Relationships and
Related Transactions.")


                                      19
<PAGE>

Item 12.  Certain Relationships and Related Transactions

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

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

As of December 31, 2000, Marina had notes payable outstanding, which can be
converted into Marina's common stock as follows:

1. A $5,000, 10% note payable to Julie Vaughan, an unsecured stockholder,
   balance due October 15, 2001, convertible into 1,333.33 shares of common
   stock at $3.75 per share.
2. A $10,321, 8% note payable to Rick Murray, an officer and director of Marina,
   balance due June 20, 2001, convertible into 2,752.26 shares of common stock
   at $3.75 per share.
3. A $112,500, 12% note payable to Kevin Molinari, an unsecured stockholder,
   balance due February 1, 2001, convertible into 30,000 shares of common stock
   at $3.75 per share.
4. $12,500, 10% note payable to Peter Neubauer, an unsecured stockholder,
   balance due April 14, 2001, convertible into 3333,33 shares of common stock
   at $3.75 per share.

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 filed as part of this Form 10-KSB.

Exhibit 3.1.1 	Amendment to Articles of Incorporation, filed February 12, 2001
Exhibit 10.13	Amendment to Employment Agreement between Larry R. Walker and
                Richard V. Murray, dated March 14, 2000.
Exhibit 10.14 	Maughan Family Partnership Notice of Extension of Note due
                October 31, 2001, dated March 30, 2001.

Reports filed on Form 8-K

                                      20
<PAGE>

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

Exhibit No.		Description of Document
___________             _______________________

3.1      Articles of Incorporation of Marina Capital, Incorporated.

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

3.2      Bylaws of Marina Capital, Incorporated.

4.0      Specimen form of Registrant's common stock.

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

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

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

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

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

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

10.7     Consent of Accountants.

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

10.9     Financing Terms OlymPeak Estates Subdivision

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

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

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

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

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


                                      21
<PAGE>

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:   April 12, 2001                       By: /s/ Larry R. Walker
                                                ----------------------
                                                Larry R. Walker-President

                                      22
<PAGE>

Exhibit 3.1.1

                    Amendment to Articles of Incorporation
                         MARINA CAPITAL INCORPORATED
                               January 30,2001
                                                          FILED
                                                       FEB 12 2001
Name of Corporation: Marina Capital, Incorporated

Text of Article to be Amended:
"FOURTH:  (a) The aggregate number of shares which the
corporation shall have authority to issue is: Thirty Million
(30,000,000) shares of common stock, $.001 par value and Five
Million (5,000,000) shares of preferred stock, no par value. These
preferred shares may be issued in one or more series at the discretion
of The Board of Directors."

By Special Meeting of the Board of Directors held on Tuesday,
January 30, 2001, the following amendment to the Articles of
Incorporation was approved by the Board of Directors. Approval by
Shareholders was not required.

"RESOLVED, by unanimous vote of the Board of Directors of
Marina Capital, Inc. that the number of Common Shares under the
Fourth paragraph of the Articles of Incorporation shall be
increased to One Hundred Million (100,000,000) and the number of
Preferred Shares under the Fourth paragraph of the Articles of
Incorporation shall be increased to Seventy-five Million (75,000,000)."

The amendment that is being effected is as follows:
"FOURTH: (a) The aggregate number of shares which the
Corporation shall have authority to issue is: One Hundred Million
100,000,000) shares of common stock, $.001 par value, and
Seventy-Five Million (75,000,000) shares of preferred stock, no par
value. These preferred shares may be issued in one or more series
at the discretion of the Board of Directors."


/s/Larry R. Walker                            01-30-01
------------------------------                ---------
LARRY R. WALKER, President/CEO 			Date:
Authorized Corporate Officer

<PAGE>

Exhibit 10.13

                             AMENDMENT AGREEMENT


    THIS AGREEMENT is entered into this 14th day of March, 2000 between Marina
Capital, Inc, (hereinafter referred to a "Employer") and Larry Walker R. Walker
and Richard Murray (hereinafter referred to as "Employees").

    WHEREAS, Employees are desirous of deleting and nullifying paragraph No. 6
"Right to Purchase Common Stock" of the Employment Agreement entered into by the
parties on November 6, 1996; and

    WHEREAS, Employer agrees and is desirous of deleting and nullifying
paragraph No. 6 of the parties' Employment Agreement entered into on November 1,
1996.  A copy of the Employment Agreement is attached hereto as Exhibit "A" and
is a part of this Agreement; and

    WHEREAS, the Employer and the Employees hereby agree to reform paragraph
No. 6 of the Employment Agreement between the Employer and the Employees; and

    WHEREAS, Employer and Employees have negotiated the terms of the Agreement
over the past several weeks.

    NOW, THEREFORE, in consideration of the Premises and Covenants and
Agreements contained herein, the parties agree as follows:

    6.  Stock Options.  Employees shall have the right for the term of the
        Employment Agreement for each to purchase up to 200,000 shares of the
        Company's $.001 par value common stock, at a price of $3.50 per share.

    The remaining of the Employment Agreement entered into on November 1, 1996,
will remain in full force and effect.

/s/Larry R. Walker
--------------------
Marina Capital, Inc.


/s/Larry R. Walker
------------------
Larry R. Walker


/s/Richard V. Murray
--------------------
Richard V. Murray

<PAGE>

Exhibit 10.14

                          Maughan Family Partnership
                          2380 Washington Blvd. #200
                              Ogden, Utah 84401
                                 801-621-7861


March 30, 2001

Larry Walker. President
Marina Capital, Inc.
2605 Wall Ave.
Ogden, Utah 84401

Re: 	Marina Capital/Maughan Family Partnership
        Trust Deed and Note Due October 31, 2001

Dear Mr. Walker,
    Thank you for the information regarding Marina Capital.  We are very excited
for your plans of development and feel that your development will be a great
success.  We are anxious to help you succeed with your development and in that
spirit of cooperation, we are offering an extension of our balloon due date for
the note payable.  We have examined our needs and believe that we can extend
your due date to March 10, 2002.  This should help you capture the excitement
generated by the 2002 Salt Lake City Olympics.  This extension is conditional
however.  As we discussed, the interest rate will raise to eighteen percent
together with the accrued late fee.  Never the less, we will not commence any
action to collect until after the March 10, 2002 date. I hope this helps with
your continued progress of the development.

Best wishes for continued success!

Sincerely,

/s/Russ Maughan
Russ Maughan
General Partner, Maughan Family Partnership