U.S. SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C.  20549
                        FORM 10-KSB

[X]  Annual report under section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended 12/31/03.

[ ] Transition report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ________ to ________.

Commission File Number 000-31143


                            GAVELLA CORP.
               (Name of Small Business Issuer in Its Charter)


           Delaware                                       22-3742159
 (State or Other Jurisdiction of                       (I.R.S. Employer
 Incorporation or Organization)                        Identification No.)

215 West Main Street, Maple Shade, New Jersey                   08052
(Address of Principal Executive Offices)                      (Zip Code)

                              (856) 667-0600
                        (Issuer's Telephone Number)


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

Securities registered under Section 12(g) of the Act: common stock, $.001 par
value

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)
[X] Yes    [  ] No


Check if there is no 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 10-KSB. [X] Yes   [  ] No

State issuer's revenues for its most recent fiscal year: $997,275

The Company's common stock is quoted on the NASD OTC Bulletin Board under the
symbol "GVLA".   The estimated aggregate market value of the voting and non-
voting stock held by  non-affiliates of the registrant as of December 31,
2003 was $297,835. The market value is based upon the bid price of the Common
Stock on the NASD OTC Bulletin Board of $.08 per share on March 11, 2004.

The Company had 6,000,000 shares of common stock, par value $.001 per share,
outstanding as of March 11, 2004.

Documents incorporated by reference: none

Transitional Small Business Disclosure:     Yes       No  XX
                                                ----     -----

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General
--------

Gavella Corp. ("we", "our", "Gavella" or the "Company") is a holding company.
We are currently engaged in two lines of business; owning and operating
income producing real estate, and making investments in and providing
consulting services to other businesses.  We have one wholly owned
subsidiary, Bartram Holdings, Inc. ("Bartram").  Bartram owns Spring Village
Holdings, Inc.  Spring Village Holdings, Inc. owns a 31% controlling interest
in SVG Properties, L.P., a New Jersey limited partnership (the
"Partnership").  The Partnership owns a 124 unit apartment complex.  The
chart below depicts our corporate structure:

                         ------------------
                        |   Gavella Corp.  |
                         ------------------
                            owns 100% of
                                 |
                        ----------------------
                       |Bartram Holdings, Inc.|
                        ----------------------
                            owns 100% of
                                 |
                    -----------------------------
                   | Spring Village Holdings, Inc.|
                    -----------------------------
                            owns 31% of
                                 |
                       ----------------------
      20%-Unrelated---| SVG Properties, L.P. |---49%-Harry J. Santoro
    limited partners   ----------------------

The following discussion of our business includes the business of Bartram
Holdings, Inc., Spring Village Holdings, Inc. and SVG Properties, L.P.
Unless the context otherwise requires, all references in this report to "we",
"us", "our", the "Company" or "Gavella" refer collectively to Gavella,
Bartram, Spring Village Holdings, Inc. and SVG Properties, L.P.

We have had a history of losses and as of December 31, 2003 reported an
accumulated deficit of $1,360,413.  We did not generate a positive cash flow
from operations in the last two fiscal years, due to unanticipated rising
costs and one time charges.  In 2003 and 2002, we had a negative cash flow
from operations of $221,198 and $35,166, respectively.  However, due to the
refinancing of our real estate business on November 7, 2003, we anticipate
breakeven cash flow from operations in the fiscal year 2004. We expect to
cover most, if not all of our cash requirements in 2004 from internally
generated funds.  However, there can be no assurance that we will be
successful in our efforts to generate sufficient cash flow or to raise
capital to meet our scheduled debt service or other cash requirements.



                                      -2-
<PAGE>
Business Objectives and Operating Strategy
------------------------------------------

Our principal business objective is to maximize the economic returns on our
real estate and other investments to provide our shareholders with the
greatest possible return and value.  To achieve this objective, we intend to
continue to pursue the following goals and strategies:

     -    own and operate our apartment complex so as to provide a stable and
predictable cash flow to sustain our operations,

     -    take an opportunistic approach to buying, selling or investing in
real estate or other business ventures,

     -    manage our capital structure to provide for growth in earnings and
cash flow with sufficient liquidity to take advantage of business
opportunities as they arise.

To further these goals, we shall:

     (1)  raise additional capital through debt and/or equity offerings to
strengthen our capital structure,

     (2)  reinvest some of our cash flow and capital in our real estate
business in order to increase our cash flow from operations and enhance our
properties' long term value,

     (3)  make new investments and/or sell off some or all of our existing
investments with a goal of developing new sources of profits and cash flow.


Real Estate Operations
-----------------------

We are in the business of owning and renting income producing real estate,
primarily residential dwelling units, to individuals.

In 1987, SVG acquired the Mill Spring Apartments (subsequently renamed Spring
Village Apartments).  At the time of the acquisition, the property was
severely in need of rehabilitation.  We have renovated the property, and we
believe it is now in good condition.  We currently own 31% of the Partnership
which owns the real estate.

On September 28, 2003, we incorporated Bartram Holdings, Inc. in the State of
Delaware as a wholly owned subsidiary.  On September 30, 2003, to separate
our real estate business from our other business activities, we transferred
our 100% owned subsidiary, Spring Village Holdings, Inc., plus a $350,000
promissory note from S.V.G. Properties, L.P., to Bartram in exchange for
6,500,000 shares of $.001 par value Bartram common stock.  Spring Village
Holdings, Inc. owns a 4.5% general partnership interest and a 26.5% limited
partnership interest (31% total) in S.V.G. Properties, L.P., a New Jersey
Limited Partnership ("SVG").  Spring Village Holdings, Inc. is the sole
general partner and completely controls SVG. SVG owns a 124 unit apartment
complex.

On November 7, 2003, we successfully refinanced our real estate business.  We
borrowed $4,000,000 from New York Community Bank ("NYCB").  The new first
mortgage from NYCB bears a fixed rate of interest of 4.875% for the term of
seven years.  Payments are based on a 30 year amortization.  The mortgage

                                 -3-
<PAGE>
note contains a provision that will allow us to borrow additional amounts in
the future from NYCB up to 75% of the appraised value of the underlying real
estate.  This refinancing has significantly improved our financial position
and puts us in a much better position to carry out our business plan going
forward.

The consolidated financial statements include the accounts of Gavella Corp.,
Bartram Holdings, Inc., Spring Village Holdings, Inc. and SVG Properties,
L.P.  All significant intercompany transactions and accounts have been
eliminated. The outside investors' limited partnership interests have been
reflected as minority interests.



Investment Policies
--------------------

We have no plans to acquire additional single family or multi-family
residential properties in the foreseeable future.  We do not currently have
any specific plans for acquisitions, and no potential acquisitions are
currently under review. We are currently focused on using our cash flow from
operations, if any, to reduce debt, with the remainder, if any, being
reinvested in our existing property.

We manage our properties utilizing our own personnel who are employed either
directly or as subcontractors.

We intend to finance our future acquisitions, if any, through the use of our
own equity and initial acquisition debt up to 100% of the cost of the
property, including anticipated improvements.  There is no limit as to the
number or amount of mortgages which may be placed on each property.  It is
our stated long term goal to reduce overall debt to no greater than 80% of
the market value of our real estate holdings.

Our policy is to acquire assets for income, with capital  appreciation being
anticipated, but secondary to current income.

We have no limit as to the percentage of our assets which may be invested in
any particular property.

We may invest in mortgages or other debt securities, including real estate
tax liens, and there are no restrictions on such investments except that such
debt securities or liens shall be secured by residential real estate or
unimproved acreage.  We do not intend to originate or warehouse mortgages,
for purposes of sale or servicing.

We may invest in direct or indirect interests in residential real estate and
unimproved land, including fee simple ownership, general or limited
partnership interests, listed or not listed common or preferred stock in real
estate companies or REITS which invest in residential real estate.  There are
no restrictions on such investments, except that we will not invest in a
transaction or a series of transactions which will require registration  as
an Investment Company under the Investment Company Act of 1940.

At the discretion of our Board of Directors, we may change the above outlined
investment objectives and criteria or the policies listed below as we deem
appropriate and in our best interests.



                                      -4-
<PAGE>
In order to carry out our investment policies outlined above, our officers,
with the approval of our directors, and without a vote of security holders
except when required by state or federal statutes, may:

     1.   Issue senior securities
     2.   Borrow money
     3.   Make loans to other persons
     4.   Invest in securities of other issuers for the purpose of
           exercising control
     5.   Underwrite securities of other issuers
     6.   Engage in the purchase and sale of real estate investments
     7.   Offer its securities in exchange for property
     8.   Repurchase or reacquire its shares or other securities


During the past three years, we have not engaged in any of the above listed
activities other than the borrowing of approximately $150,000 for equipment,
building improvements and repayment of other debt.  We also refinanced our
mortgage debt, as previously discussed.  Though our officers are authorized
to do so, it is unlikely that we will engage in any of the above activities
in the foreseeable future other than borrowing money in the ordinary course
of business.

We will provide directly to our security holders an annual report and proxy
statement substantially in the form of a Form 10-KSB filed with the
Securities and Exchange Commission.  The financial statements in the annual
report will be certified by independent public accountants.  We shall also
keep the security holders informed about major developments, either by
directly mailing a report to the security holder or through a public press
release supported by a Form 8-K, a quarterly report or other filing with the
Securities and Exchange Commission.


Industry Overview
------------------

Our primary focus is to own and operate apartment complexes.  The industry is
dominated by numerous small operators.  There are several large apartment
operators in the area, including the Korman Organization, which operates a
1,500+ unit apartment complex, International City, which competes with our
existing complex.  We believe the industry is highly competitive.

Apartment complexes in the area similar to the one we own have the following
profiles:
                                                Company         Company
  Rents per month                Typical        12/31/03        12/31/02
  -------------------------      -------        --------        --------

  Studio                        $425 - $600        $500          $475
  One bedroom                   $595 - $750        $620          $595
  Two bedroom                   $650 - $900        $725          $695

  Annual rent increase 2003      2% - 5%          4% - 5%       3% - 5%

  Average occupancy 2003            96%             96%           95%




                                      -5-
<PAGE>

The information contained in the above table was derived from the following
sources:

       1)   The Philadelphia Apartment Research Report
            By:  Marcus & Millichap, January 2002 and July 2003

       2)   The Philadelphia Inquirer, December 2002 and December 2003

We believe that in general, the market for apartments is relatively stable
and that our units at current rental rates are in line with competitive
complexes in the area.


Competition in Our Market
-------------------------

We focus on the broad middle-market segment of the apartment market that
generally consists of renters-by-necessity.  This group consists of young and
old singles, blue-collar families, single parent households, immigrants, non-
related parties sharing an apartment, and families saving to buy a home.  We
believe this segment provides a considerable amount of stability,
consistency, and offers some opportunity for rent growth.  We believe this
segment of the market is growing and offers excellent profit potential.

We believe that our market is highly competitive and that we are well
positioned to compete.  Some competing communities offer features and
amenities that we do not offer, but generally their rents are considerably
higher than ours.  Some competing communities use concessions or discounts to
obtain competitive advantages.  We have not had to use concessions or
discounts to attract or retain tenants.  Some competing communities are
larger and/or newer than ours, but again, generally charge higher rents than
we do.  We believe our competitive advantages include:

..     We offer safe, clean, reasonably well maintained units

..     We offer studio apartments as well as one and two bedroom units

..     Though our complex is older, it is a relatively modern garden style
      apartment complex.  Many competing communities in this segment are
      three story flat roof complexes and are not as physically attractive

..     We are convenient to public transportation to the City of Philadelphia

..     Our rents are very competitive

Because it costs more to build a new apartment unit than to acquire an
existing unit and due to lack of suitable construction sites in the area,
competition is limited to existing apartment complexes and should be
manageable.



                                   -6-
<PAGE>
Inflation
---------

Substantially all of our leases are for a term of one year or less, which may
enable us to realize increased rents upon renewal of existing leases or the
beginning of new leases.  Such short term leases generally minimize the risk
to us of the adverse effects of inflation.  Historically, we have been able
to increase our rents at or above the rate of inflation.  During 2003, our
average rental rate was increased by 5%.  Now that we have completed a
renovation and refinancing of our apartment complex, we expect our rental
revenues and cash flow from our real estate operations will increase annually
for at least the next few years.

Investment and Consulting Business
----------------------------------

We also utilize our contacts, business expertise and knowledge of the
securities markets to identify and invest in small, established private
companies with well defined growth plans. We may also assist such companies
by utilizing various strategies to maximize their long term value.  These
strategies may include preparing the company to become a public company,
assisting with mergers and acquisitions, and facilitating additional capital
raising activities.  In order to enhance our shareholder value, we intend to
liquidate our interest in such companies over time. There is no assurance
that such companies can be identified or once identified, that any
investments made in such companies will prove to be profitable.  We intend to
limit our investment activities so that we shall not become a regulated
investment company.

On September 30, 2001, we invested $25,000 in DATANET Office Solutions, Inc.
in exchange for 500,000 shares of common stock.   On July 31, 2002, we sold
our investment in DATANET for $50,000.

DATANET Office Solutions, Inc. is in the business of providing office
supplies, printing, print management, ad specialties and a number of related
services.  The investment in DATANET was accounted for using the equity
method of accounting.  Accordingly, our proportionate share of DATANET's net
profit or loss subsequent to September 30, 2001 is reflected in our financial
statements.

On October 31, 2001, we invested $3,750 in Eastern Envelopes & Graphics, Inc.
("Eastern").  We invested an additional $5,250 in 2002.  Eastern is in the
business of commercial printing, primarily envelopes.  The investment in
Eastern has been written off.

On March 25, 2003, we invested $50,000 into InteliSys Aviation Systems, Inc.
(formerly Apta Holdings, Inc.) in the form of a secured promissory note.  We
received 100,000 shares of InteliSys' restricted common stock, valued at
$5,000, as a fee for making the loan.  InteliSys' stock is quoted on the NASD
OTC Bulletin Board under the symbol "IYSA".  We also entered into an
agreement with InteliSys whereby we shall provide certain consulting services
to InteliSys over a two-year period to help InteliSys make the transition to
becoming a public company.  We received 500,000 shares of InteliSys'
restricted common stock, valued at $25,000, pursuant to this agreement.

                                   -7-
<PAGE>
During the second quarter, we invested an additional $88,719 in the form of
secured promissory notes.  Of the proceeds, $72,500 was used by InteliSys to
settle certain bank debt.  For our efforts in assisting InteliSys in settling
the bank debt, we received a loan facilitation fee in the form of a $50,000
convertible promissory note.  We subsequently converted the note into
1,000,000 shares of restricted common stock.  During the quarter ended
December 31, 2003, we invested an additional $62,500 in the form of secured
promissory notes.  We sold 935,000 restricted InteliSys shares in private
transactions, recognizing a gain of $23,750.  Prior to December 31, 2003,
InteliSys repaid $100,000.  On December 31, 2003, we owned 665,000 shares of
restricted common stock in InteliSys, and hold options to acquire an
additional 155,000 shares of restricted common stock for $15,500 ($.10 per
share.) InteliSys, through its wholly owned subsidiary, InteliSys Aviation
Systems, is a provider of integrated software and hosting services to
regional, mid-size airlines and fleet operators.  InteliSys is not yet
profitable, and the investment in InteliSys is highly speculative.  The
investment in InteliSys will be carried at cost.


Employees
---------

In addition to Harry J. Santoro, the President and Treasurer, and Stephen M.
Robinson, the  Vice President and Secretary, the Company employs five other
people on a regular basis who manage and maintain the apartment complex and
perform administrative functions.


Facilities
----------

The Company currently maintains its principal executive offices in
approximately 500 square feet of leased office space at 215   West Main
Street, Maple Shade, New Jersey, 08052.  Monthly rent under a month to month
lease is $800.  The building is owned by Harry J. Santoro, President of  the
Company; however, the Company believes the terms of the lease are at  least
as  favorable as terms available from non-affiliated third parties.

                                  -8-
<PAGE>
Item 2.  Description of Property
---------------------------------

The Complex
------------

The Spring Village Apartment complex is a garden-type apartment complex
consisting of seven buildings containing 60 one-bedroom units, 49 two-bedroom
units and 15 studio units and two garages, located in Sharon Hill, Delaware
County,  Pennsylvania. Construction features include brick veneer over
concrete block  exterior walls, wood frame, asphalt shingle gable roofs,
aluminum frame  windows and sliding patio doors.

Each unit is heated by gas fired hot water  baseboard heat. All units have
wall mounted air conditioners. The buildings were built in 1966. We believe
the quality of construction and current physical condition of the units is
average.

The assessed value for real estate taxes is $3,378,870 and the real estate
taxes paid for 2003 were $107,499. The tax basis as of December 31, 2002 of
our buildings and equipment was $3,539,864 and $307,104 respectively, with
$2,051,336 in accumulated depreciation.  The land has a tax basis of
$263,727. Buildings and improvements are depreciated using the straight line
method over a 40 year life. Equipment is depreciated using the straight line
method over a 10 year life.  We own a 31% partnership interest in the
Partnership which owns the property. The Property has been substantially
renovated and we do not anticipate the need for substantial future
renovations other than routine replacements.  We believe we have adequate
insurance coverage.

We plan to make the following capital expenditures during the next twelve
months:

Replace appliances and equipment                $ 30,000
Replace roofs, soffits and fascia, painting       10,000
Grounds, landscaping, lighting, etc.               5,000
Replace windows                                   30,000
                                                --------
Total                                           $ 75,000


No tenant occupies more than 10% of the leased space.  Substantially all
leases are for one year or less, and are for residential dwelling units.  A
thirty day notice is required for termination.  Substantially all of the
leases  expire within one year as is typical for apartment leases.


                                   -9-
<PAGE>
The prior five year rental history is summarized as follows:

                                                Average Annual Rent
          Gross Potential Rents    Occupancy    per square foot
Year  (Exclusive of other income)  Percentage   (approximately 78,400)
-----  -------------------------   ----------   ---------------------
1999       $813,946                 95          $10.39
2000       $840,088                 95.5        $10.72
2001       $861,582                 95          $11.00
2002       $884,438                 95          $11.27
2003       $914,468                 95.7        $11.66

We maintain comprehensive replacement cost and general liability insurance
coverage.  We believe we are adequately covered by insurance.

Environmental Matters
---------------------

We are unaware of any environmental hazards at our property which
individually or collectively may have a material adverse impact on our
operations or financial position.  We have not been notified by any
governmental authority, and we are not otherwise aware, of any material non-
compliance, liability or claim relating to environmental liabilities at our
property.  Other than the cost to remove seven underground oil storage tanks
in 1997 as discussed below, compliance with federal, state and local
environmental rules and regulations has not had a material effect on our
capital expenditures, earnings or competitive position.

Federal regulations require owners and landlords of residential housing
constructed prior to 1978 to disclose to potential residents or purchasers
any known lead paint hazards, and imposes treble damages for failure to
provide such disclosures.  Our complex was built before 1978. We did have
limited tests done for lead paint and no lead paint was discovered.  Lead
paint, if ingested, may cause injury and we could be held liable for such
injuries if lead paint hazards exist at our property.

There were seven inactive underground storage tanks formerly used to store
heating oil for the complex.  The tanks were not regulated by the State of
Pennsylvania, and were removed during 1997 by a qualified environmental
engineering firm.

We believe future costs to comply with environmental laws will be minimal,
and will have little effect on the ongoing operations of the Company.
However, over the past twenty years, issues have been raised regarding the
presence of asbestos and other hazardous materials or conditions in existing
real estate properties.  Though we are not aware of any environmental hazards
at the site which could have a material adverse effect on us or our financial
condition or results of operations, we cannot give absolute assurance that no
such environmental hazards exist, nor can we assure you that future
environmental laws, regulations, ordinances or events will not require
remediation of existing conditions.  If more stringent requirements are
imposed on us or are required for other reasons, the costs of compliance
could have an adverse effect on us and our financial condition.  We will,
however, do our best to maintain and operate our property in a manner to
minimize such risks.

Item 3. Legal Proceedings.
---------------------------

There are no pending material legal proceedings to which we or any of our
properties are subject.

                                   -10-
<PAGE>
Item 4.  Submission of Matters to a Vote of Security Holders.
--------------------------------------------------------------

None.



PART II.

Item 5.  Market for Common Equity and Related Stockholder Matters.
-------------------------------------------------------------------

       Market Information.  Our common stock is approved for quotation on the
NASD OTC Bulletin Board under the symbol "GVLA".  As of the date of this Form
10-KSB, quotations were submitted by six market makers and there was minimal
public trading of our stock at prices ranging from $.06 to $.25.  As of March
11, 2004, there were 6,000,000 shares of common stock outstanding.

       Holders.  There are approximately 400 holders of record of our common
stock.  We estimate that there are at least another 75 shareholders whose
stock is held in street name.

       Dividends.  We have not declared or paid any cash dividends on our
common stock.  We presently, and for the foreseeable future, intend to retain
all our earnings, if any, for the development of our business.  The
declaration and payment of cash dividends in the future will be at the
discretion of our Board of Directors, and will depend upon a number of
factors, including among others, future earnings, operations, funding
requirements, our general financial condition, and such other factors as our
Board of Directors may deem relevant.

Transfer Agent
--------------

Our transfer agent is American Stock Transfer and Trust Company, 59 Maiden
Lane, New York, New York, 10038; 718-921-8200.

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

      The  following  information  sets  forth  certain  information  for all
securities of the Company sold during the quarter ending December 31, 2003
without registration under the Securities Act of 1933 (the "Securities
Act").  The following pertains to each of the transactions:

     .   There were no underwriters involved in any of the transactions.

     .   All of the securities issued were restricted common stock of the
Company, and each of the certificates issued was stamped with the following
restrictive legend:

"The shares represented by this certificate have not been registered under
the Securities Act of 1933.  The shares have been acquired for investment and
may not be sold, transferred or assigned in the absence of an effective
registration statement for these shares under the Securities Act of 1933 or
an opinion of the Company's counsel that registration is not required under
such Act."

     .   No form of advertising or general solicitation was utilized in
connection with any of the offers or sales of such securities.


                                      -11-
<PAGE>
     .   Redistribution of the common stock was subject to the provisions of
Rule 144 of the Securities Act.

     .   Each of the offerees were furnished with the Registrant's latest
Form 10-KSB, Form 10-QSB's for the fiscal periods subsequent to the end of
the fiscal period, and all forms 8-K filed by the Registrant since the end of
the fiscal period.

     .   Each of the purchasers represented that the purchaser was acquiring
the securities for the purchaser's own account, for investment only, and not
with a view toward the resale, fractionalization, division or distribution
thereof, and further, the investors each represented that they had no present
plans to enter into any contract, undertaking, agreement, or arrangement for
any such resale, distribution, division or fractionalization thereof.

     We issued 375,000 shares of our common stock to Harry J. Santoro,
President, Treasurer and a director, who exercised options to purchase
375,000 shares of common stock, for consideration of $37,500 in cash, in
reliance upon Rule 4(2) of the Securities Act.

     We issued 375,000 shares of our common stock to Stephen M. Robinson,
Vice President, Secretary and a director, who exercised options to purchase
375,000 shares of common stock, for consideration of $37,500 in cash, in
reliance upon Rule 4(2) of the Securities Act.

     We issued 410,000 shares of our common stock to seven individuals for
consideration of $41,000 in cash, in reliance upon Rule 506 of Regulation D
of the Securities Act.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation
-----------------

We intend to target our marketing and business activity to renting apartment
units to moderate income people who are not in a position to acquire a home.
Based on our own experience over the past five years and a review of market
analysis reports published by others, we believe there will continue to be a
need in the marketplace for moderately priced, well-maintained apartment
rental units. This should provide a stable rental income base and allow for
future revenue growth through modest rental increases near the rate of
inflation. However, over the past two years, we have been operating in a very
difficult climate.  Creditworthy tenants and prospective tenants have been
purchasing homes, increasing our turnover and reducing the pool of
creditworthy tenants.  We attribute this to very low interest rates and a
very favorable mortgage market.   A weak economy, along with the related
layoffs, have further exacerbated the problem.  We experienced lower than
normal occupancy for the first six months of 2003.  As a result, we replaced
our onsite manager, and increased our advertising and marketing budget. Our
occupancy returned to more normal levels in the second half of the year.  We
hope that these changes along with an improving economy will result in
improved operating results going forward.  We are, however, very much
affected by the overall health of the economy and job market, and accordingly
cannot give any assurance that our operating performance will not be
adversely affected.

We advertise our apartment units in local newspapers, by direct mail and
through promotional programs designed to maintain occupancy at or above 95%.

                                      -12-
<PAGE>
Our long range plan has been to reduce our long term debt to around eighty
percent of the value of our real estate.  With the refinancing which occurred
on November 7, 2003, we accomplished that goal.  We now plan to use our real
estate business as a base of operations from which we can expand.  It covers
most of our operating overhead.  As a result, we can now focus on developing
additional business opportunities.  To accomplish this, we plan to raise
additional capital through the sale of our securities in the future.

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

The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and Notes thereto appearing elsewhere in
this Form 10-KSB.


2003 Compared To 2002

We reported total revenues of $997,275 in 2003, compared to $876,609 in 2002,
an increase of $120,666, or 13.8%.  Several factors accounted for this
increase.  Occupancy increased slightly in 2003.  We also realized increases
in unit rents and tenant fees. We believe this was the result of inflation
and competitively priced units in a market that has a limited supply of
affordable units.  We also received $79,455 for consulting services provided
to other companies.  Below is an analysis of our revenues.

                            2003         2002      change    %change
                           -------     -------     ------     ----
Gross rent potential      $914,468    $884,438    $30,030      3.4
Less:  vacancy              39,399      44,100     (4,701)   (10.7)
                           -------     -------     ------     ----
Net rental income          875,069     840,338     34,731      4.1
Tenant charges & misc.      42,751      36,271      6,480     17.9
Other revenues              79,455           0     79,455
                           -------     -------     ------     ----
Total revenues            $997,275    $876,609    120,666     13.8

Total operating expenses increased by $169,612, to $882,667.  Administrative
expenses increased by $72,335 to $300,857.  In 2003, there was an increase in
administrative expenses related to the operations of the apartment complex,
primarily advertising.  We also incurred a significant increase in public
company corporate overhead in 2003.  Utilities expenses increased from
$118,307 in 2002 to $129,571 in 2003 due primarily to an increase in 2003 in
the price of natural gas used to heat our buildings.  Operating and
maintenance expenses increased from $92,853 in 2002 to $147,359 in 2003.
Extraordinary unit turnover in 2003 and additional maintenance costs incurred
to catch up on deferred maintenance to prepare for refinancing accounted for
most of the increase in operating expenses.  Taxes and insurance increased by
$23,718.  Depreciation and amortization increased by $7,789 to $141,982 as a
result of recent capital improvements being depreciated.

Operating income decreased by $48,946, from $163,554 in 2002 to $114,608 in
2003.

Interest income increased by $15,812 from $1,015 in 2002 to $16,827 in 2003,
due to loans made to other companies. Interest expense increased from
$302,278 in 2002 to $323,887 in 2003.
                                      -13-
<PAGE>
In 2003, we borrowed $4,000,000 and paid off our first and second mortgages.
We paid a prepayment penalty (debt extinguishment costs) of $360,713, net of
discounts, to settle the existing first and second mortgage debt.  However,
the new first mortgage bears interest at 4.875%, substantially lower than the
interest rates on the loads paid off.  The new loan will result in
substantial interest savings going forward, and those interest savings will
more than offset the debt extinguishment cost.

In 2003, we sold a portion of our investment in InteliSys Aviation Systems
for a gain of $23,750.  In 2002, we sold our investment in DATANET Office
Solutions and realized a $10,274 gain.

In 2003, we reorganized our real estate business by creating a new
subsidiary, Bartram Holdings, Inc.  We incurred $54,886 in costs related to
this reorganization.

Equity earnings on investments, net, is summarized below:

                                   Gavella's proportionate share of
                                   net income or (loss) under the
                                   equity method of accounting
       Entity                          2003             2002
       ------                      --------------------------------

DATANET Office Solutions, Inc.             0          7,726
Eastern Envelopes & Graphics LLC           0         (5,250)
                                     -------          -------
Net earnings from
  equity investments                       0          2,476

Net loss increased from $124,959 in 2002 to $584,301 in 2003.  We reported a
basic net loss of ($.15) per share in 2002, compared to a  basic net loss of
($.05) per share in 2002.

Though we incurred a loss of $584,301 in 2003, most of that loss was caused
by non-recurring charges related to the reorganization and refinancing of our
real estate business.  We expect our operating results will improve
considerably in 2004.

2002 Compared To 2001

We reported total revenues of $876,609 in 2002, compared to $856,157 in 2001,
an increase of $20,452, or 2.4%.  Several factors accounted for this
increase.  Occupancy decreased slightly in 2002.  The small decrease in
occupancy was more than offset by increases in unit rents and tenant fees. We
believe this was the result of inflation and competitively priced units in a
market that has a limited supply of affordable units.

Total operating expenses decreased by $44,862, to $713,055.  Administrative
expenses decreased by $43,924 to $228,522.  In 2001, there was an increase in
administrative expenses related to the operations of the apartment complex.
We also incurred a significant increase in public company corporate overhead
in 2001.  We were able to reduce these costs in 2002.  Utilities expenses
decreased from $121,407 in 2001 to $118,307 in 2002 due primarily to a
decrease in the price of gas in 2002, which was partially offset by a sewer
tax increase.  Operating and maintenance expenses declined from $105,176 in
2001 to $92,853 in 2002.  Decreases in the use of subcontracts caused the
decline.  Taxes and insurance increased by $3,613.  Depreciation and
amortization increased by $10,872 to $134,193 as a result of recent capital
improvements being depreciated.

                                      -14-
<PAGE>
Operating income increased by $65,314, from $98,240 in 2001 to $163,554 in
2002.  The increase in revenues, along with a large decrease in operating
expenses, as discussed above, accounted for the improvement.

Interest income decreased by $640 from $1,655 in 2001 to $1,015 in 2002, due
to lower interest rates. Interest expense decreased from $305,033 in 2001 to
$302,278 in 2002.

During the second quarter ended June 30, 2001, we were notified by the township
that the township had under billed for sewer taxes in prior years, and assessed
a sewer tax of $64,984.  This is a one time assessment, and is reflected as an
other expense for the year ended December 31, 2001.

Equity earnings on investments, net, is summarized below:

                                   Gavella's proportionate share of
                                   net income or (loss) under the
                                   equity method of accounting
       Entity                          2002             2001
       ------                      --------------------------------

DATANET Office Solutions, Inc.         7,726          7,000
Eastern Envelopes & Graphics LLC      (5,250)         3,750
                                     -------          -------
Net earnings from
  equity investments                   2,476          3,250

We sold our investment in DATANET on July 31, 2002, resulting in a gain on
sale of investment of $10,274.

Net loss decreased from $266,872 in 2001 to $124,959 in 2002.  We reported a
basic net loss of ($.05) per share in 2002, compared to a  basic net loss of
($.12) per share in 2001.

The Company is taxed as a C-corporation for federal and state income tax
purposes.  As such, the Company will pay taxes on its net income as defined
by the Internal Revenue Code.  No tax attributes of the Company flow through
to the shareholders except for the regular taxation of dividends paid, if
any.


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

2003 was a transitional year.  We experienced unusually high vacancy and
extreme weather conditions in the first quarter.  We completely changed the
management structure of our real estate operation in the second quarter, and
began a thorough renovation of our property.  As a result of the difficulties
experienced in the first quarter and the additional costs incurred to turn
over vacant units and catch up on deferred maintenance expense, our operating
costs increased substantially in 2003.  However, by July 1, our occupancy
improved substantially.  As a result, we were able to refinance our real
estate business.  The refinancing substantially improved our financial
position and liquidity.



                                      -15-
<PAGE>
On December 31, 2001, we had $87,997 in cash. During the year ending December
31, 2002, the Company realized $55,500 in net proceeds from notes payable,
and $31,500 in contributed capital.  We received $44,750 in net proceeds from
investments.  Operations used $35,166.  We used $44,669 to repay mortgage
notes payable.  We used $51,063 to purchase property and equipment.  The net
increase in cash for the year was $852.  We had $88,849 in cash on December
31, 2002, exclusive of $44,493 cash held in escrow accounts.

On December 31, 2002, we had $88,849 in cash.  During the year ending
December 31, 2003, we received $27,000 in net proceeds from notes payable,
$336,776 from mortgage refinancing and $277,700 from the net issuance of
stock.  Operations used $221,188.  We used $201,368 to purchase property and
equipment, invested $147,500 in loans to other companies, of which $100,000
was repaid, and reduced mortgage indebtedness by $44,419.  We received
$50,000 from the sale of a portion of our limited partnership interest.  The
net increase in cash for the year was $177,001.  We had $265,850 in cash on
December 31, 2003, exclusive of $85,047 cash held in escrow accounts.

We expect to cover most, if not all, of our cash requirements going forward
from internally generated funds.  However, we anticipate that we may require
some outside financing to meet our short term and long term liquidity needs
and to carry out our business plan.

Our balance sheet is highly leveraged.  As discussed previously in this Form
10-KSB, we plan to reduce this leverage through the current and future equity
offerings as well as by funds generated from operations.  We are considering
a private offering of our common stock.

On November 7, 2003, we successfully refinanced our real estate business.  We
borrowed $4,000,000 from New York Community Bank ("NYCB").  The new first
mortgage from NYCB bears a fixed rate of interest of 4.875% for the term of
seven years.  Payments are based on a 30 year amortization.  The proceeds
were used to pay off our first and second mortgages.  We realized net
proceeds of $336,776, which were used to reduce other liabilities including
accounts payable, accrued expenses, short term loans, and to increase our
cash reserves.  The mortgage note contains a provision that will allow us to
borrow additional sums in the future from NYCB up to 75% of the appraised
value of the underlying real estate.  This refinancing has significantly
improved our financial position and puts us in a much better position to
carry out our business plan going forward.

We believe we can support operations and planned capital expenditures for at
least twelve months.  Thereafter, our continued success will be dependant
upon our ability to maintain occupancy at 95% or above and to keep costs
under control.

In the event that our plans change or our assumptions change or prove to be
inaccurate, we may be required to seek additional financing sooner than
currently anticipated.  We have not identified any potential sources of debt
or equity financing other than as provided in our agreements with New York
Community Bank, and there can be no assurance that we will be able to obtain
additional financing if and when needed or that, if available, financing will
be on terms acceptable to us.  We anticipate breakeven net cash flow from
operations in 2004.  There can be no assurance that we will be successful in
our efforts to generate breakeven cash flow from operations.


                                      -16-
<PAGE>Critical Accounting Policies and Estimates

A summary of the Company's  significant  accounting  policies is included in
"Note 2 - Summary of Significant Accounting Policies" which is included in
the  financial  statements  in "Item 7.  Financial  Statements".  The Company
believes that the  consistent  application  of these  policies enables the
Company to provide  readers of the financial  statements  with useful and
reliable  information about the Company's operating results and financial
condition.  The financial  statements are prepared in conformity with
accounting principles generally accepted in the United States which requires
the Company to make estimates and  assumptions.  These estimates and
assumptions affect  the  reported  amounts  of  assets  and  liabilities  at
the date of the financial statements as well as reported amounts of revenues
and expenses during the  reporting  period.  Actual  results  could  differ
from  these  estimates. Judgments  and  assessments  of  uncertainties  are
required  in  applying  the Company's  accounting  policies in many areas.
The  following may involve a higher degree of judgment and complexity.

Rental property is recorded at cost,  less  accumulated  depreciation, unless
considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Company  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future
cash flows,  excluding  interest  charges,  of the property.  If the carrying
amount exceeds the aggregate  future cash flows,  the  Company  would
recognize an impairment  loss to the extent the carrying amount exceeds the
fair value of the property.

Real  property  investments  are  subject  to varying  degrees of risk.
Several factors  may  adversely  affect  the  economic  performance  and
value  of  the Company's rental property.  These factors include, but are not
limited to,  changes  in the  national,  regional  and  local  economic
climate;  local conditions,  such as an oversupply of multifamily
properties;  competition from other available  multifamily property owners
and changes in market rental rates. Any adverse changes in these factors
could cause impairment of the Company's assets.

The Company generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned.
The Company  evaluates all accounts receivable from residents and establishes
an allowance, after the application of security deposits, for accounts
greater than 90 days past due on current tenants and all receivables due from
former tenants.


                                  -17-
<PAGE>
Forward Looking Statements
---------------------------

We are making this statement in order to satisfy the "safe harbor"
provisions contained in the Private Securities Litigation Reform Act of 1995.

The foregoing discussion includes forward-looking statements relating to our
business.  Forward-looking statements contained herein or in other statements
made by us are made based on management's expectations and beliefs concerning
future events impacting us and are subject to uncertainties and factors
relating to our operations and business environment, all of which are
difficult to predict and many of which are beyond our control, that could
cause our actual results to differ materially from those matters expressed in
or implied by forward-looking statements.  We believe that the  following
factors, among others, could affect our future performance and cause our
actual results to differ materially from those expressed in or implied by
forward-looking statements made by us or on our behalf:  (a) the effect of
changes in interest rates; (b) the rental rate and demand for apartment
rental units; (c) fluctuations in the costs to operate the properties owned
by the Company; (d) uninsurable risks; (e) general economic conditions; and
(f) acts of terror.  Before investing in our securities, investors should
consider the following risks:

1.     Recent Organization.  Gavella Corp. was incorporated on June 21, 2000,
and has had limited operating history.  We will be subject to all of the
risks inherent in a new business and there can be no assumptions or
assurances that our operations will be successful.  Prospective investors may
sustain a loss of part or all of their investment.

2.     Significant Capital Requirements and a Need for Additional Financing.
We have an immediate need for cash in order to finance operations.  Although
we believe that we have sufficient cash on hand to conduct our operations for
at least one year, our continued operations thereafter will depend upon the
availability of cash flow, if any, from our operations, or our ability to
raise additional funds through equity or debt financing.  There is no
assurance that we will be able to obtain additional funding if it is needed,
or that such funding, if available, will be obtainable on terms acceptable to
us.  If our operations do not produce the necessary cash flow, or if we
cannot obtain funds when we need them, we may be forced to reduce or cease
our activities with consequent loss to investors.  In addition, should we
incur significant unforeseen expenses or delays, we may not be able to
accomplish our goals.  We have no current arrangements with respect to, or
sources of, additional financing, other than as provided in our agreements
with New York Community Bank. There can be no assurance that additional
financing will be available to us on commercially reasonable terms, if at
all.  Any inability to obtain additional financing if and when needed could
have a material adverse effect on us, including possibly requiring us to
significantly curtail or cease our operations.

3.   Risks of Real Estate Investments.  Investments in real estate are
subject to certain risks which may cause fluctuations in occupancy rates,
rent schedules and operating expenses or which may render the sale or
financing of properties difficult or unattractive.  Numerous factors may
affect the operation of the property, including, ,but not limited to, the
following:  changes in the overall economic condition of the area or of the
country; adverse changes in interest rates and availability of mortgage
funds; unforeseen increases in expenses; changes in governmental rules and
regulations; obsolescence of the building; lack of attractiveness of the


                                  -18-
<PAGE>property to tenants or prospective purchasers; changes in zoning laws;
changes in real property tax rates; shortages or increased costs of fuel,
gas, oil or other utilities, and other similar risks.  The cost of operating
a property may exceed its gross rental income, particularly since certain
expenses such as property taxes, utility costs, maintenance costs and
insurance tend to increase.  In addition, in order to continue to operate a
property, it may be necessary to remove or mitigate certain environmental
risks.  We are not aware of any such environmental risks, but they may exist.
As a result, there can be no assurance of profitable operations.

4.   Increased Competition Could Limit Our Ability to Lease Apartments or
Increase or Maintain Rents.  Our apartments compete with numerous housing
alternatives in attracting residents, including other apartment communities
and single-family rental homes, as well as owner occupied single and multi-
family homes.  Competitive housing could adversely affect our ability to
lease apartment homes and increase or maintain rents.

5.   Uninsured Losses.  We have obtained comprehensive insurance on the
property, including fire and extended coverage, personal injury liability,
and the like.  Our policies exclude coverage for acts of war and
environmental pollutants or risks.   There can be no assurance that we will
not sustain a loss which is not covered by insurance or a loss in excess of
the amounts of insurance we maintain.

6.   Dependence Upon Key People.  Our success will be largely dependent upon
the personal efforts of Harry J. Santoro, our President and Stephen M.
Robinson, our Vice President and Secretary.  The loss or inability of either
of them to perform his duties may have a serious adverse effect upon our
activities.

7.   Control by Officers.  Our officers currently own, directly or
indirectly, approximately 38% of the shares outstanding.  It is probable that
such persons will be able to continue to control the Company, elect all of
our directors, increase the authorized capital, dissolve, merge, sell our
assets and generally direct our affairs.  See "Management," "Principal
Shareholders" and "Certain Transactions."

8.   Methods of Financing.  We may seek to use financing techniques known as
"leveraging" whereby purchases of property or construction expenses are
financed with relatively low down payments with the remainder of the purchase
price or construction expenses financed and secured by mortgages on the
purchased property.  Although such a technique maximizes the use of available
funds, there is also the risk that a down turn in sales or a rise in interest
rates could result in a lack of cash flow, inability to pay mortgage payments
and a subsequent foreclosure on the property with an ensuing loss to us.
Since our properties are highly leveraged, the risk would be increased by
such a lack of cash flow.


                                  -19-
<PAGE>9.   No Assurance of Public Market.  There has been only limited public
trading in our securities.  There can be no assurance that a regular trading
market for our securities will develop or that, if developed, it will be
sustained.   The trading price of the securities could be subject to wide
fluctuations, in response to quarterly variations in our operating results,
announcements by us or others, developments affecting us, and other events or
factors.  In addition, the stock market has experienced extreme price and
volume fluctuations in recent years.  These fluctuations have had a
substantial effect on the market prices for  many companies, often unrelated
to the operating performance of such companies, and may adversely affect  the
market prices of our securities.

10.  No Dividends.  We have not paid any cash or other dividends on our
Common Stock and do not expect to declare or pay any cash dividends in the
foreseeable future.

11.  Penny Stock Regulation.  If a trading market does develop for our stock,
it is likely we will be subject to the regulations applicable to "Penny
Stocks".  The regulations of the Securities and Exchange Commission
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act")
require additional disclosure relating to the market for penny stocks in
connection with trades in any stock defined as a penny stock.  Commission
regulations define a penny stocks to be an equity security that has a market
price of less than $5.00 per share, subject to certain exceptions.  Unless an
exception is available, those regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the risks associated therewith, and impose various
sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors (generally
institutions).  In addition, the broker-dealer must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the
customer's account.  Moreover, broker-dealers who recommend such securities
to persons other than established customers and accredited investors must
make a special written suitability determination for the purchaser and
receive the purchaser's written agreement to a transaction prior to a sale.
If our securities become subject to the regulations applicable to penny
stocks, the market liquidity for our securities could be severely affected.
In such an event, the regulations on penny stocks could limit the ability of
broker-dealers to sell our securities and thus the ability of purchasers of
our securities to sell their securities in the secondary market.


                                  -20-
<PAGE>
Item 7.  Financial Statements.
-------------------------------


                 GAVELLA CORP. AND SUBSIDIARY
              CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002

                      TABLE OF CONTENTS

                                                            PAGE
                                                            ----
  INDEPENDENT AUDITORS' REPORT..............................F-1

  CONSOLIDATED FINANCIAL STATEMENTS

     CONSOLIDATED BALANCE SHEETS............................F-2

     CONSOLIDATED STATEMENTS OF OPERATIONS..................F-3

     CONSOLIDATED STATEMENT OF CHANGES IN
     STOCKHOLDERS' DEFICIT..................................F-4

     CONSOLIDATED STATEMENTS OF CASH FLOWS .................F-5 - F-7

     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.............F-8 - F-20



                                   -16-

<PAGE>




                        INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
of Gavella Corp. and Subsidiary


     We have audited the accompanying consolidated balance sheets of GAVELLA
CORP. AND SUBSIDIARY as of December 31, 2003 and 2002, and the related
consolidated statements of operations, changes in stockholders' deficit, and
cash flows for the years then ended.  These consolidated financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of GAVELLA
CORP. AND SUBSIDIARY as of December 31, 2003 and 2002, and the results of
their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of
America.


                                   HAEFELE, FLANAGAN & CO., P.C.

Maple Shade, New Jersey
March 19, 2004








                                                             F1
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
                 CONSOLIDATED BALANCE SHEETS
                 DECEMBER 31, 2003 AND 2002


                           ASSETS
                                               2003             2002

Rental property, net                         $3,152,995       $3,084,321
Cash                                            265,850           88,849
Cash held in escrow                              85,047           44,493
Accounts receivable, net of allowance
 for doubtful accounts of $5,400 and $4,000      12,827           30,791
Notes receivable                                101,219              -0-
Interest receivable                               6,783              -0-
Prepaid expenses                                 70,124           63,405
Deferred financing costs, net                    85,576           40,970
Investments, at cost                             33,250              -0-
                                             ----------       ----------
     Total Assets                            $3,813,671       $3,352,829
                                             ==========       ==========

                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities
  Mortgage notes payable                     $3,995,082       $3,231,844
  Notes payable                                 292,500          335,500
  Accrued interest                                  -0-           22,035
  Accounts payable                                  731           18,951
  Accrued expenses                               18,656           68,637
  Security deposits payable                      86,189           74,597
  Deferred revenue                               12,500              -0-
  Other liabilities                              15,476           10,127
                                             ----------       ----------
         Total Liabilities                    4,421,134        3,761,691

Minority Interest                                  -0-              -0-

Stockholders' Deficit
    Common  stock,  $.001  par  value,
     8,000,000 shares authorized,
      6,000,000 and 2,575,000
      issued and outstanding
      in 2003 and 2002                           6,000             2,575
   Additional paid-in capital                  746,950           364,675
   Accumulated deficit                      (1,360,413)         (776,112)
                                             ----------       ----------
     Total stockholders' deficit              (607,463)         (408,862)
                                             ----------       ----------
     Total Liabilities and Deficit           $3,813,671       $3,352,829
                                            ===========       ==========


The  accompanying  notes  are  an  integral  part  of  these
consolidated  financial statements.



                                                       F-2
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
             CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                              2003           2002

Revenues
  Rental real estate                       $917,820        $876,609
  Other revenue                              79,455             -0-
                                           --------        --------
     Total revenues                         997,275         876,609

Operating expenses
  Administrative expenses                   300,857         228,522
  Utilities expense                         129,571         118,307
  Operating and maintenance                 147,359          92,853
  Taxes and insurance                       162,898         139,180
  Depreciation and amortization             141,982         134,193
                                           --------        --------
     Total operating expenses               882,667         713,055
                                           --------        --------
Operating income                            114,608         163,554

Other income (expense)
  Interest income                            16,827           1,015
  Interest expense                         (323,887)       (302,278)
  Debt extinguishment costs                (360,713)            -0-
  Capital gain                               23,750          10,274
  Corporate reorganization costs           ( 54,886)            -0-
  Equity in earnings of
   investments, net                             -0-           2,476
                                           --------        --------
      Total other income (expense)         (698,909)       (288,513)
                                           --------        --------
Net loss                                  $(584,301)      $(124,959)
                                           ========        ========

Basic and diluted net loss per share      $    (.15)       $   (.05)
                                           ========        ========
Average   number  of  common   shares
outstanding - basic and diluted           3,952,188       2,530,000
                                          =========       =========








The  accompanying  notes  are  an  integral  part  of  these
consolidated  financial statements.


                                                       F-3
<PAGE>                          GAVELLA CORP AND SUBSIDIARY
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
              FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<S>                                       <C>       <C>        <C>          <C>          <C>
                                                                Additional                    Total
                                             Common Stock        Paid-in    Accumulated  Stockholders'
                                            Shares    Amount     Capital      Deficit       Deficit
                                           ---------  --------- -----------  ------------  -----------
Balance, January 1, 2002                   2,485,000   $2,485     $333,265     $(651,153)  $(315,403)

Issuance of common stock, net
of stock issuance costs of $9,500             90,000       90       31,410          0         31,500

Net Loss                                       0            0         0         (124,959)   (124,959)
                                           ---------  --------- -----------  ------------  -----------
Balance, January 1, 2003                   2,575,000  $ 2,575    $ 364,675    $ (776,112)  $(408,862)

Additional increase in paid-
  in capital                                   0           0        50,000            0       50,000

Issuance of 3,425,000 shares common
 stock, net of stock issuance costs
 of $800                                   3,425,000    3,425      332,275          0        335,700

Net Loss                                       0         0            0         (584,301)   (584,301)
                                           ---------  --------- -----------  ------------  -----------
Balance, December 31, 2003                 6,000,000  $ 6,000    $ 746,950   $(1,360,413)  $(607,463)
                                           =========  ========= ===========  ============  ===========


</TABLE>
The  accompanying  notes  are  an  integral  part  of  these
consolidated  financial statements.
                                                                 F-4
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                               2003         2002
                                               ----         ----
Cash flows from operating activities:
  Net loss                                 $(584,301)   $(124,959)
   Adjustments to reconcile net loss
    to net cash used in
      operating activities:
     Depreciation                            141,982      134,193
     Gain on sale of investment               23,750     ( 10,274)
     Non cash interest expense                23,000          -0-
     Bad debt provision                        1,400     (  4,068)
     Interest income on note receivable      ( 5,000)         -0-
     Loan facilitation fee                   (50,000)         -0-
     Stock based compensation expense          7,500          -0-
     Equity in earnings of
      investments, net                           -0-      ( 2,476)
     Refinancing costs                       360,713          -0-
    (Increase) decrease in:
      Accounts receivable                     16,574      ( 2,569)
      Prepaid expenses                       ( 6,719)     ( 4,572)
      Interest receivable                    ( 6,783)         -0-
      Cash held in escrow                    (40,554)      14,748
     Increase (decrease) in:
      Accounts payable                       (18,220)      10,744
      Accrued interest                       (22,035)     (   307)
      Accrued expenses                       (49,981)     (16,999)
      Other liabilities                        5,349      (23,125)
      Deferred revenue                       (29,455)         -0-
      Security deposits payable               11,592      ( 5,502)
                                             -------      -------
Net cash used in operating activities       (221,188)    ( 35,166)
                                             -------      -------
Cash flows from investing activities:
 Purchases of property and equipment        (201,368)     (51,063)
 Loans made                                 (147,500)         -0-
 Collection of loans                         100,000          -0-
 Proceeds from sale of investments               -0-       50,000
 Purchase of investments                         -0-      ( 5,250)
                                             -------      -------
Net cash used in investing activities       (248,868)     ( 6,313)
                                             -------      -------
Cash flows from financing activities:
  Repayment of mortgage notes payable        (44,419)     (44,669)
  Proceeds from refinancing mortgage         336,776          -0-
  Proceeds from notes payable                390,000       85,000
  Payments on notes payable                 (363,000)    ( 29,500)
  Issuance of common stock, net              287,700       31,500
  Repurchase of common stock                ( 10,000)         -0-
  Increase in additional paid-in capital      50,000          -0-
                                             -------      -------
Net cash provided by financing activities    647,057       42,331
                                             -------      -------
Increase in cash                             177,001          852

Cash, beginning                               88,849       87,997
                                            --------      -------
Cash, ending                                $265,850      $88,849
                                            ========      =======

The  accompanying  notes  are  an  integral  part  of  these
consolidated  financial statements.

                                   F-5
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
       FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:

                                                2003        2002

Cash paid for interest                       $345,922  $ 302,585
                                             ========    =======


Proceeds from issuance of common stock during the year ended December 31,
2003 and 2002 follows:
                                                2003        2002

    Issuance of common stock                 $343,500   $ 41,000
    Conversion of notes payable
     into stock                              ( 47,500)       -0-
    Stock compensation expense
     issued for services                     (  7,500)       -0-
    Stock issuance costs                     (    800)   ( 9,500)
                                             --------    -------
    Net proceeds from issuance of
       common stock                          $287,700   $ 31,500
                                             ========    =======

Non-cash  investing and financing
 activities:
                                                2003        2002

    Purchase of property and equipment      $201,368    $ 81,063
    Debt incurred                                -0-     (30,000)
                                             --------    -------
      Cash paid for purchase of
       property and equipment               $201,368    $ 51,063
                                             ========    =======

During the year ended December 31, 2003, the Company refinanced its mortgage
as follows:

Proceeds from long-term debt                         $ 4,000,000
Repayment of long-term debt                           (3,191,702)
Refinancing costs (including prepayment penalty)      (  360,713)
Deferred financing and other costs incurred           (  110,809)
                                                     -----------
Cash proceeds from long term debt                    $   336,776
                                                     ===========

During the year ended December 31, 2003, the Company refinanced its first and
second mortgages with another financial institution.  The mortgage debt
outstanding at the date of the refinance was $3,191,702.


During the year December 31, 2002, a $200,000 note payable to an affiliated
company was distributed by the affiliate to related individuals.


                              F-6

<PAGE>
                GAVELLA CORP. AND SUBSIDIARY
      CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
       FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION (CONTINUED):


During the year ended December 31, 2003, the Company entered into the
following agreements with Intelisys Aviation Systems, Inc.  ("Intelisys"),
formerly known as Apta Holdings, Inc., an unrelated entity:


The Company will provide consulting services to InteliSys over a two year
period.  In exchange for its services, the Company received 500,000 shares of
InteliSys' common stock valued at $.05 per share, or $25,000.  As of December
31, 2003, the Company recognized $12,500 of consulting fee revenue which is
included in other revenue.

The Company loaned InteliSys $50,000 in the form of $25,000 cash and via
assumption of $25,000 of InteliSys' accounts payable to a related party.  As
consideration for making the loan, the Company received 100,000 shares of
InteliSys' common stock valued at $.05 per share, or $5,000.  The $5,000 fee
is recorded as interest income.

The Company assumed an additional $16,219 of InteliSys' accounts payable to a
related party in exchange for a promissory note receivable from InteliSys.


The Company also loaned InteliSys $37,500 in the form of $16,955 consulting
fee for services to be provided over six months and via assumption of $20,545
of accrued expenses of InteliSys.  As of December 31, 2003, $16,955 is
included in other revenue.

The Company also loaned InteliSys $72,500 in order to settle certain bank
debt of InteliSys at a discount.  For its efforts in favorably settling
InteliSys' debt, the Company received a $50,000 loan facilitation fee in the
form of a promissory note receivable from InteliSys.  The promissory note was
subsequently converted into 1,000,000 shares of InteliSys' common stock.  The
$50,000 loan facilitation fee is recorded as other revenue.


During the year ended December 31, 2003, certain note holders converted notes
payable in the amount of $47,500 to 475,000 shares of Gavella common stock.
The note holders also received 460,000 shares of InteliSys common stock for
$.05 per share, or $23,000 as additional interest.  In addition, the same
note holders converted notes payable in the amount of $47,500 to 475,000
shares of InteliSys common stock for $.10 a share.  Gavella recognized a gain
of $23,750 on the transfer of a portion of its investments in InteliSys to
the note holders.


                              F-7
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002



Note 1   Nature of Operations

Gavella Corp. ("Gavella" ) was incorporated on June 21, 2000 in the State of
Delaware.  Gavella is currently engaged in two lines of business, owning and
operating income producing real estate and investing in and providing
consulting services to small, established companies with defined growth
plans.

On September 30, 2003, Gavella transferred all of the assets and liabilities
of its 100% wholly owned subsidiary, Spring Village Holdings, Inc. plus a
$350,000 promissory note from SVG Properties, L.P., to Bartram Holdings, Inc.
("Bartram"), a newly formed Delaware corporation, also a wholly owned
subsidiary of Gavella, in exchange for 6,500,000 shares of  $.001 par value
Bartram common stock.  As of December 31, 2003, Spring Village Holdings, Inc.
owns a 4.5% general partnership interest and a 26.5% limited partnership
interest (a 31% controlling interest in total) in SVG Properties, L.P., a New
Jersey limited partnership. The Partnership in total owns a 124 unit
apartment complex. The transfer of Spring Village Holdings, Inc. to Bartram
was the result of a decision by Gavella's Board of Directors to separate
their investment and consulting business from their real estate business.

Note 2   Summary of Significant Accounting Policies


Principles of Consolidation

     The consolidated financial statements include the accounts of Gavella
Corp., its wholly owned subsidiary, Bartram Holdings, Inc. and Bartram's
wholly owned subsidiary, Spring Village Holdings, Inc., which is the sole
general partner of SVG Properties, L.P.  and completely controls the
partnership.  Accordingly, the accounts of Spring Village Holdings, Inc.
include its 31% partnership interest in SVG Properties, L.P. (T/A Spring
Village Apartments). All significant intercompany transactions and accounts
have been eliminated.

     For financial reporting purposes, the assets, liabilities, results of
operations and cash flows of the partnership are included in the Company's
consolidated financial statements.  The outside investors' limited
partnership interests have been reflected as minority interests.

Use of Estimates

     The preparation of financial statements in conformity with principles
generally accepted in the United States of America requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes.  Actual results could differ
from those estimates.

                                                       F-8

<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 2   Summary of Significant Accounting Policies (continued)

Revenue Recognition

     Rental real estate revenues include rental income and fees earned from
tenants for late charges, laundry income and other housing related services.
Tenant fees for the years ended December 31, 2003 and 2002 were $42,751 and
$36,271.  The Company earns rental income under operating lease agreements
with tenants.  Rental income is recognized on a straight-line basis over the
applicable lease term. The associated fees and other income are recognized as
earned.

     Other revenues include consulting fees recognized as services are
performed or are over the term of the related agreement.  Deferred revenue as
of December 31, 2003 was $12,500.

Accounts Receivable

     The Company provides an allowance for doubtful accounts equal to the
estimated uncollectible amounts.  The Company's estimate is based on
historical collection experience and a review of the current status of its
receivables.

Notes Receivable

     The allowance for loan losses on notes receivable is determined
primarily on the basis of management's best estimate of probable losses,
including specific allowance for troubled accounts.  All accounts or portions
thereof deemed to be uncollectible or to require an excessive collection cost
are written off to the allowance for loan losses.  The allowance for loan
losses at December 31, 2003 was $-0-.

Rental Property

     Rental property is recorded at cost.  Depreciation is provided using
the straight-line method over its estimated useful life.  The estimated
useful lives of the major classes of rental property, as determined by the
Company's management, are as follows: buildings and improvements   40 years,
building equipment   10 years, office equipment   5 years, transportation
equipment   5 years, furniture and fixtures   3 years.  Maintenance and
repairs are charged to expense as incurred; major renewals and betterments
are capitalized.  When items of property are sold or retired, the related
cost and accumulated depreciation are removed from the accounts and any gain
or loss is reflected in operations.


                                                           F-9
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 2   Summary of Significant Accounting Policies (continued)

Rental Property (continued)

     The Company reviews the carrying value of the rental property for
impairment whenever events and circumstances indicate that the carrying value
of an asset may not be recoverable from the estimated future cash flows
expected to result from its use and eventual disposition.  In cases where
undiscounted expected cash flows are less than the carrying value, an
impairment loss is recognized equal to an amount by which the carrying value
exceeds the fair value of assets.  Based on these reviews, there were no
adjustments to the carrying value of long-lived assets for the years ended
December 31, 2003 and 2002.

Cash Held in Escrow

     Cash held in escrow includes amounts held by the lender to provide
funds necessary for the payment of real estate taxes of  the Spring Village
Apartments.

Investments

     The Company's cost based investment at December 31, 2003 consists of a
common stock investment representing an equity interest of less than 20% in
InteliSys Aviation Systems, Inc.  This method is used when the Company owns
less than a 20% equity interest and does not exercise significant influence
over the operating and financial policies of the investee.

Deferred Financing Costs

     Deferred financing costs, consisting primarily of debt issue costs, are
amortized using the straight-line method over ten years, the term of the
related debt. Amortization expense for the years ended December 31, 2003 and
2002 was $9,288 and $8,641.  Accumulated amortization as of December 31, 2003
and 2002 was $ 2,088 and $45,361.

Security Deposits Payable

     Security deposits payable represent amounts received from tenants and
are included in cash on the accompanying balance sheets.  As of December 31,
2003 and 2002, the tenant security deposits are fully funded.  Tenant
security deposits are guaranteed by a stockholder.

Advertising

     The Company expenses all advertising as incurred.  Direct response
advertising for which future economic benefits are probable and specifically
attributable to the advertising is not material.  Advertising expense for the
periods ended December 31, 2003 and 2002 was $19,366 and $12,517.




                                                       F-10
<PAGE>
                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002

Note 2   Summary of Significant Accounting Policies (continued)

Stock-Based Compensation

     In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation   Transition and Disclosure, an Amendment of FASB
Statement No. 123". SFAS No. 148 amends SFAS No. 123 to provide alternative
methods of transition for an entity that voluntarily changes to the fair
value based method of accounting for stock-based employee compensation.  In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results.

     At December 31, 2003, the Company has one stock-based employee
compensation plan, which is described more fully in Note 10.  Prior to 2003,
the Company accounted for the plan under the recognition and measurement
principles of APB No. 25, "Accounting for Stock Issued to Employees," and
related Interpretations.  No stock-based  employee compensation cost was
reflected in 2002 net income, as all options granted under those plans had an
exercise price equal to or above the quoted market price of the underlying
common stock on the date of grant.  Stock options granted to consultants and
other non-employees are recorded at fair value in accordance with SFAS No.
123.  Effective January 1, 2003, the Company adopted the fair value
recognition provisions of FASB Statement No. 123, "Accounting for Stock-Based
Compensation".  Under the modified prospective method of adoption, selected
by the Company under the provisions of FASB Statement No. 148, "Accounting
for Stock-Based Compensation-Transition and Disclosure", compensation cost
recognized in 2003 is the same as that which would have been recognized had
the recognition provisions of Statement 123 been applied from its original
effective date.  Results for prior years have not been restated. The
following table illustrates the effect on net income and earnings per share
if the fair value based method had been applied to all outstanding and
unvested awards in each period.


                                            2003            2002

Net loss, as reported                          ($ 584,301)      ($ 124,959)
Add: Stock-based employee compensation
 expense included in reported net income,
 net of related tax effects                        7,500              -0-
Less total stock-based employee compensation
 expense determined under the fair value
 based method for all awards,
 net of related tax effects                       (7,500)      (    5,700)
                                              ----------        ---------
Pro forma net loss                            ($ 584,301)      ($ 130,659)
                                              ==========        =========

Basic and diluted net loss per common share,
as reported                                    ($   .15)          ($  .05)
                                              ==========        =========

Basic and diluted net loss per common share,
proforma                                       ($   .15)          ($  .05)
                                              ==========        =========

                                                          F-11
<PAGE>
                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 2   Summary of Significant Accounting Policies (continued)

Stock-Based Compensation (continued)

       Under SFAS No. 123, the fair value of each option was estimated on the
date of grant using the Black Scholes option-pricing model.  Based on the
assumptions presented below, the weighted average fair value of options granted
was $.00 per option in 2003 and $.02 per option in 2002.

                                        2003       2002
                                             ------     ------
Expected life of options in years               5          5
Risk-free interest rate                         5.34%      4.83%
Expected volatility                             5.73%     18.30%
Dividend yield                                  0.00%      0.00%

Income Taxes

     The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes."
Under the liability method prescribed by SFAS No. 109, a deferred tax asset or
liability is determined based on differences between the financial statement and
tax basis of assets and liabilities as measured by the enacted tax rates that
will be in effect when these differences reverse.  Tax credits are recorded as a
reduction in income taxes.  Valuation allowances are provided if, it is more
likely than not, that some or all of the deferred tax assets will not be
realized.

Net loss per Share

     Basic net loss per share is computed on the basis of the weighted average
number of shares outstanding each period and excludes any dilutive effects of
options, warrants, and convertible securities.  Dilutive earnings per share is
computed giving effects to dilutive stock equivalents. Stock options to
purchase750,000 shares and 500,000 shares for 2003 and 2002 were not
dilutive and therefore were not included in the computations of dilutive
earnings per share.

Fair Value

     The Company's financial instruments consist primarily of cash, accounts
and notes receivable, investments, accounts payable, accrued expenses and debt.
The carrying amounts of the Company's financial instruments, excluding debt,
approximate fair value due to the short maturity of these instruments.  The
Company's debt approximates fair value based on borrowing rates currently
available to the Company.



                                                       F-12
<PAGE>


                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 2   Summary of Significant Accounting Policies (continued)


Recently Issued Accounting Pronouncements

     In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity".
This statement establishes standards for how to classify and measure certain
financial instruments with characteristics of both liabilities and equity.
It requires that a financial instrument within its scope be classified as a
liability (or an asset in some circumstances).  This statement is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective July 1, 2003.  The Company's adoption of SFAS No. 150
did not have a material impact on the Company.

     Effective January 1, 2003, the Company adopted FASB Interpretation
("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness to Others," which
expands previously issued accounting guidance and disclosure requirements for
certain guarantees.  Under the provisions of FIN No. 45, companies are
required to recognize an initial liability for the fair value of an
obligation assumed by issuing a guarantee.  The provision for initial
recognition and measurement of the liability has been applied on a
prospective basis to all guarantees issued or modified after December 31,
2002.  The adoption of FIN 45 did not have a significant impact on the
Company's consolidated financial statements.

     In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable
Interest Entities," which amended Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," and established standards for
determining the circumstances under which a variable interest entity ("VIE")
should be consolidated with its primary beneficiary.  FIN No. 46 also
requires disclosure about VIEs that the Company is not required to
consolidate but in which it has a significant variable interest.  The
consolidation requirements of FIN No. 46 apply immediately to VIEs created
after January 31, 2003.  The consolidation requirements apply to older
entities in the first fiscal year or interim period beginning after December
31, 2003.  The Company has reviewed FIN No. 46 to determine its impact on
future periods, and does not expect any material accounting or disclosure
requirements under this interpretation.


Statement of Cash Flows

     For purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with a term to maturity of three (3)
months or less at the time of acquisition to be cash equivalents.


                                                       F-13
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002

Note 3   Rental Property

     Rental property at December 31, 2003 and 2002 consisted of the
following:

                                        2003          2002
                                      -------        ------
Land                               $  292,792       $  292,792
Building and improvements           3,372,029        3,244,676
Building equipment                    221,209          169,234
Office equipment                       19,439           39,677
Transportation equipment               65,217           48,868
Furniture and fixtures                  1,663            5,180
                                    ---------        ---------
                                    3,972,349        3,800,427
Less accumulated depreciation      (  819,354)      (  716,106)
                                    ---------        ---------
Rental property, net              $ 3,152,995      $ 3,084,321
                                    =========        =========

     Depreciation expense for the periods ended December 31, 2003 and 2002
was $132,694 and $125,552.

Note 4 - Notes Receivable

     In connection with the Company's investment in InteliSys Aviation
Systems, Inc. ("InteliSys") (See Note 6), the Company also made loans to
InteliSys in the form of cash and assumption of liabilities.  The notes
receivable bear interest at  12%,  are secured by substantially all of the
assets of InteliSys and affiliated companies, and the personal guarantee of
InteliSys' president including his residence.  The notes mature December 31,
2003.  The Company has received payments of approximately $10,000 as of the
date of this report and is the process of entering into an agreement to
extend the due date.


Note 5   Cash Held in Escrow

     Cash held in escrow at December 31, 2003 and 2002 consisted of the
following:

                                        2003          2002
                                        ----          ----
Mortgage escrow deposits            $  85,047      $ 36,467
Reserve fund for replacements             -0-         8,026
                                     --------       -------
                                    $  85,047      $ 44,493
                                     ========       =======



                                                            F-14
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 6   Investments

     On March 25, 2003, the Company invested $50,000 into InteliSys Aviation
Systems, Inc. (formerly Apta Holdings, Inc.) ("InteliSys") in the form of a
secured promissory note.  The Company received 100,000 shares of InteliSys'
restricted common stock, valued at $.05 per share, or $5,000, as a fee for
making the loan.  The fee is reflected as interest income in the statement of
operations. The Company also entered into an agreement with InteliSys whereby
the Company will provide consulting services to InteliSys over a two-year
period to assist InteliSys to make the transition to becoming a public
company.  The Company received 500,000 shares of InteliSys' restricted common
stock, valued at $.05 per share, or $25,000, pursuant to the agreement.
During the second quarter, the Company invested an additional $88,719 in the
form of secured promissory notes.  Of the proceeds, $72,500 was used by
InteliSys in settling certain bank debt.  For their efforts  in assisting
InteliSys in settling the bank debt, the Company received a loan facilitation
fee in the form of a $50,000 convertible promissory note, which the Company
converted  into 1,000,000 shares of InteliSys' restricted common stock.  The
loan facilitation fee is reflected as other revenue in the statement of
operations. During the third quarter, the Company invested $62,500 in the
form of secured promissory notes.  (See Note 4)

The Company also exchanged 935,000 shares of its InteliSys' restricted common
stock, valued at $.05 per share, or $46,750 in satisfaction of the Company's
principal and interest obligation to its note holders, which resulted in a
gain on sale of investment of $23,750.  (See Note 8) As of  December 31,
2003, the Company's investment in InteliSys consists of 665,000 shares of
restricted common stock, valued at $.05 per share, or $33,250, and is carried
at cost. The Company also holds options to acquire an additional 155,000
shares of InteliSys restricted common stock for $.10 per share, or $15,500.

During the year ended December 31, 2002, the Company realized earnings from
its investment in DataNet Office Solutions, Inc. of $7,726.  The Company sold
its investment in DataNet on July 31, 2002 for $50,000, resulting in a gain
on sale of investment of $10,274.  Also in 2002, the Company made an
additional investment of $5,250 to Eastern Envelopes & Graphics, LLC, and
realized a loss from its investment of $5,250 during the year.  As of
December 31, 2002,  the Company's investment in Eastern was written off.


Note 7 - Mortgage Notes Payable

     Mortgage notes payable at December 31, 2003 and 2002 consisted of the
following:
                                                2003        2002
Mortgage  note  payable  to   First
Union National Bank in monthly installments
of $17,962 including interest  at 7.78%,
due  October 2007, secured by first
mortgage on rental property, assignment
of leases, rents and  security
deposits, substantially
all assets of a subsidiary, and a
limited payment and performance
guaranty of a stockholder,
refinanced in 2003                         $      -0-     $2,366,685


                                                                 F-15
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002

                                                2003            2002
                                                ----            ----
Mortgage  note payable to  Resource
Properties, Inc. ("RPI") in  monthly
installments of $7,964 including
interest at 9.28%, (or 100% of the
subsidiary's net cash  flow,  as
defined in the Agreement, if less),
due October 2022, secured by  second
mortgage  on  rental property and
the common stock of a subsidiary,
refinanced in 2003                            $      -0-      $865,159

Mortgage note payable to New York
Community Bank in monthly installments
of $21,168 including interest at 4.875%
for the first 7 years, amortized based
on a 30 year term, due November 2015,
secured by first mortgage on Rental
property, assignment of leases, rents
and security deposits, substantially all
assets of a subsidiary, and a limited
payment and performance guarantee of a
stockholder                                   $3,995,082           -0-
                                              ----------    ----------
                                              $3,995,082    $3,231,844
                                              ==========    ==========

     On November 7, 2003 the Company consummated a $4,000,000 refinance
transaction in which the former first and second mortgage loans were paid
off. The new mortgage bears a fixed interest rate of 4.875% for the first 7
years and then will be adjusted annually. The interest rate shall increase or
decrease based upon the "Prime Rate" as published in the New York Times as of
ninety days prior to the first change date, plus 2.50%. The loan shall have a
minimum interest rate of 4.875% and a maximum interest rate of 16.00%. The
unpaid principal balance will become due and payable on November 6, 2015. The
new mortgage note also contains a provision that will allow the Company to
borrow additional sums in the future, up to 75% of the appraised value of the
underlying real estate.  In connection with the refinancing, the Company was
required to pay prepayment penalties of $411,843 on its former first mortgage
and received a discount of $85,351 on its former second mortgage.  In
addition, the remaining unamortized deferred financing costs of $34,221 were
written off resulting in total costs incurred of $360,713 which  are
reflected as debt extinguishment costs in the statement of operations.

Maturities of mortgage notes payable as of December 31, 2003 are as follows:

2004          $      60,357
2005                 63,366
2006                 66,525
2007                 69,842
2008                 73,324
Thereafter        3,661,668
                  ---------
              $   3,995,082
                  =========

                                                                 F-16
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 8 - Notes Payable

     Notes payable at December 31, 2003 and 2002 consists of the following:

                                                 2003              2002
Notes payable to minority interest
shareholders, bear interest at 12%,
unsecured, due December 31, 2004            $   92,500         $     -0-

Note payable to stockholder/director in
monthly payments of $1,875 (or net
cash flow after all debt service
of  a subsidiary, if less), bears
interest at 12%, due January 2006,
unsecured, repaid in 2003                          -0-            85,000

Note payable to stockholder/director in
monthly payments of $500 plus
interest, bears interest at 10.75%,
secured by automobile, due April 2007
repaid in 2003                                     -0-            25,500

Note payable to stockholder/director,
due on demand, bears interest at 12%,
unsecured, repaid in 2003                          -0-            25,000

Note payable to stockholder/director
in monthly interest payments of $500
(or net cash flow after all debt service,
if less), bears interest at 12%, due
January 1, 2008                                100,000           100,000

Note payable to stockholder/director
in monthly interest payments of $500
(or net cash flow after all debt
service, if less), bears interest at
12%, due January 1, 2008, unsecured            100,000           100,000
                                               -------           -------
                                              $292,500          $335,500
                                               =======           =======

Interest expense paid to stockholders and related parties in 2003 and 2002
was $69,757 and $35,894.

Note 9   Income Taxes

     The Company's provision for income taxes for the years ended December
31, 2003 and 2002 consists of the following:

                              2003      2002
          Current
            Federal           -0-         -0-
            State             -0-         -0-
          Deferred            -0-         -0-
                            -----       -----
                            $ -0-       $ -0-
                            =====       =====
                                                      F-17
<PAGE>                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 9 - Income Taxes (continued)

     The  income  tax  provision for continuing  operations varied  from  the
federal statutory tax rate as follows  for each year:

                                     2003          2002

          U.S. Statutory Rate      (   15%)       ( 15%)
          State income taxes       (    9%)       (  9%)
          Valuation allowance          24%          24%
                                   -------        ------
                                        0%           0%
                                   =======        ======

Deferred income taxes (benefit) reflect the 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,
and the tax effects of net operating losses that are available to offset
future taxable income.  Significant components of the Company's deferred tax
assets at December 31, 2003 and 2002 are as follows:

                                     2003        2002
          Net operating loss
            carryforwards         $295,000   $  235,350
          Valuation allowance     (295,000)    (235,350)
                                 ---------    ---------
                                  $  -0-     $     -0-
                                 =========    =========

Based on the Company's history of recurring losses, there is uncertainty as
to the realization of the net operating loss carryforwards.  Accordingly, a
valuation allowance has been provided for those deferred tax assets which
management believes it is more likely than not that the tax benefit will not
be realized.  At December 31, 2003, the Company has approximately $1,230,000
of net operating loss carryforwards to offset future taxable income for both
federal and state income tax purposes, expiring in various years through 2022
for federal purposes and 2009 for state purposes.

Note 10   Stockholders' Equity

During the year ended December 31, 2003, Spring Villages Holdings, Inc. sold
a 49% limited partnership interest in SVG Properties, LP to an
officer/stockholder/director of the Company for $50,000.  The Company
recorded the $50,000 gain on sale of investment as additional paid in
capital.  The officer/stockholder/director also loaned the Company $15,000
and recast the terms of an $85,000 loan previously advanced by him, which was
repaid in 2003.

On August 26, 2003, the authorized shares of common stock of the Company were
increased from 5,000,000 shares to 8,000,000 shares.

On November 19, 2003, two officers/stockholders/directors exercised their
options to acquire 750,000 shares of common stock at $.10 per share for
$75,000.


                                                                 F-18
<PAGE>
                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002



Note 10   Stockholders' Equity (continued)

Stock-Based Compensation

     The Company has a Stock Option and Stock Issuance Plan, which provides
for, among other incentives, the granting to officers, directors, employees
and consultants options to purchase shares of the Company's common stock.
Options are generally exercisable at the fair market value on the date of
grant over a five year period expiring through 2008.  The maximum shares of
common stock which may be issued under the plan is initially 500,000 shares,
with annual increases equal to ten percent of the common shares outstanding
on January 1 of each year, commencing January 1, 2002.  In addition to the
options granted in 2003, the Company issued 75,000 shares under the plan for
services rendered and accordingly, recognized compensation expense of $7,500.
As of December 31, 2003, 181,000 shares of common stock are available for
future issuances under the plan.

During the years ended December 31, 2003 and 2002, 250,000 shares were
granted in each year to two officers of the Company with an exercise price of
$.10 and $.35 per share, respectively, representing at least 110% of the fair
market values on the date of grant.  In January 2003, all previously issued
options were revised to reflect a $.10 option price.

     A summary of stock option activity for the year ended December 31, 2003
and 2002 is presented below:


                                                    Exercise Price
                                        Shares          Per Share

     Options outstanding at January 1, 2002  250,000    $  .10
     Options granted in 2002                 250,000    $  .10
                                             -------
     Options outstanding and exercisable at
       December 31, 2002                     500,000    $  .10
     Options granted in 2003                 250,000    $  .10
      Options exercised in 2003             (750,000)   $  .10
                                             -------
     Options outstanding and exercisable at
       December 31, 2003                       -0-
                                             =======


Note 11   Related Party Transactions

Management and Other Fees

     A company, which is owned by a stockholder/officer/director, provides
certain management and administrative services to the Company.  Management
and other fees for the years ended December 31, 2003 and 2002 were $117,000
and $76,750, of which $4,750 represent stock issuance costs in 2002, incurred
in connection with the preparation and filing of the Company's private
offering memorandums.


                                                                 F-19
<PAGE>
                GAVELLA CORP. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 DECEMBER 31, 2003 AND 2002


Note 11   Related Party Transactions

Legal Fees

A law firm, which is owned by a stockholder/officer/director provides legal
and administrative services to the Company.  Legal fees for the years ended
December 31, 2003 and 2002 were $15,000 and $ 4,750, of which $4,750
represent stock issuance costs in 2002 incurred in connection with the
preparation and filing of  the Company's private offering memorandums.

Leases

     The Company leases its office space from a company that is owned by a
stockholder/officer/director.  Monthly rental payments are $800 per month.
Rent expense for the years ended December 31, 2003 and 2002 was $9,600.

Corporate Reorganization Costs

     During the year ended December 31, 2003, the Company had intended to
spin off, and subsequently revised its plans to not spin off, the Company's
real estate operations.  In connection with the proposed spin-off, the
Company incurred $54,886, of which $30,000 was paid to two
stockholder/officer/directors for services provided.

Note 12 - Subsequent Event

     Effective January 1, 2004, the Company acquired the stock of H. James
Santoro, Inc., a Company owned by the President, for a nominal amount.  The
assets and liabilities will be recorded at their carrying amounts.





                                                                 F-20
<PAGE>
Item 8.  Changes In and Disagreements With Accountants on
         Accounting and Financial Disclosure
-----------------------------------------------------------

None.


ITEM 8A    CONTROLS AND PROCEDURES

(a)     Disclosure Controls and Procedures.  The Company has evaluated the
effectiveness of the Company's disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the
period covered by this report.  Based on such evaluation, the Company's
principal executive officer and principal financial officer, respectively,
have concluded that, as of the end of such period, the Company's disclosure
controls and procedures are effective.

(b)     Internal Controls Over Financial Reporting. There have not been any
changes in the Company's internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the fourth quarter of 2003 that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.


PART III

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

The following table sets forth information with respect to our executive
officers, key personnel, directors and nominees to become directors:

                              Age               Title
                              ----              ------
Harry J. Santoro, CPA          51               President, Treasurer and
                                                Director

Stephen M. Robinson, Esq.      61               Vice President, Secretary
                                                and Director

Harry J. Santoro.   Mr. Santoro is 51 years old and holds a Bachelor of
Science Degree in Accounting from Drexel University, Philadelphia, PA, where
he graduated Summa Cum Laude.  He began work in 1975 with Haefele, Van Sciver
& Co., a local certified Public Accounting firm.  Three years later he became
a Certified Public Accountant and was made a partner in the firm.  The firm's
name was changed to Haefele, Van Sciver, Santoro & Co.  While at the firm he
provided tax and financial planning services to individuals and businesses in
a wide range of industries, including real estate.  He left the  firm in 1982
to form a consulting company and to invest in real estate.  He is experienced
in tax and financial planning, particularly to businesses, related to complex
transactions including mergers, acquisitions and securities offerings.  He is
currently  engaged in real estate investments and apartment management as
principal and  President of H. James Santoro, Inc. as well as the Company.
He also offers consulting services related to mergers and acquisitions.

Stephen M. Robinson. Mr. Robinson, who is 61 years old, is admitted to
practice law in the State of New Jersey, and until July 2003, maintained a
full time legal  practice concentrating on corporations, securities and

                                      -21-
<PAGE>associated general  practice matters.  He received a B.A. from Rutgers
University in 1964 and a  J.D. from Rutgers Law School in 1967.  From 1970 to
1973, Mr. Robinson was an  assistant county prosecutor for Camden County, New
Jersey, and from 1973 to  1978, he was an attorney with the United States
Securities and Exchange  Commission.  He returned to private practice in
1978, and had been  continuously involved in the legal aspects of public and
private offerings of  securities, other '33 Act filings,'34 Act filings for
public companies and  securities-oriented litigation.  In July 2003, he
closed his law office and has been concentrating his time on the Company and
as a consultant to other companies.

All directors hold office until the next annual meeting of stockholders or
the election and qualification of their successors.  Directors of the Company
do not receive any compensation for their services as members of the Board of
Directors, but are entitled to reimbursement for expenses incurred in
connection with their attendance at Board of Directors' meetings.  Officers
are appointed by the Board of Directors and serve at the discretion of the
Board.



ITEM 10.  EXECUTIVE COMPENSATION.


     The following table sets forth the compensation of the named executive
officers for each of the Registrant's last three completed fiscal years.

                           Summary Compensation Table

<TABLE>
<CAPTION>

                                                                      Long Term Compensation
                                                                      ----------------------
                                  Annual Compensation                          Awards             Payouts
                                  -------------------                          ------             -------
                                                       Other                                       Long-
Name and                                               Annual       Restricted        Shares       Term      All other
Principle                                              Compen-        Stock           Underlying  Incentive   compen-
Position       Year     Salary ($)     Bonus ($)      sation ($)     Awards ($)        Options    Plans ($)  sation ($)
---------      ----     ----------     ---------      ----------    -----------       ---------   ---------  ----------
<S>            <C>       <C>           <C>            <C>           <C>               <C>         <C>        <C>
Harry J.       2003       0             0             $117,000(1)    1,000             125,000     0           0
Santoro,       2002       0             0             $ 76,750(1)        0             125,000     0           0
President,     2001       0             0             $ 74,500(1)        0             125,000     0           0
Treasurer


Stephen M.     2003       0             0             $15,000(2)     1,000             125,000     0           0
Robinson,      2002       0             0             $ 4,750(2)         0             125,000     0           0
Vice Pres.,    2001       0             0             $22,700(2)         0             125,000     0           0
Secretary

</TABLE>
-----------------
(1)  Includes fees payable to H. James Santoro, Inc. for management and for
administrative services rendered.

(2)  Includes fees payable to Stephen M. Robinson, P.A. as corporate counsel.



                                   -22-
<PAGE>Option Grants in Last Fiscal Year
---------------------------------

     The   following  table  sets  forth  information  concerning options
granted  to  the  executives  named  in   the   Summary Compensation  Table
above during the year  ended  December  31, 2003.
<TABLE>
<CAPTION>
                                  Individual Grants
                                  ------------------
               Number of      % of Total
               Securities     Options        Exercise                    Grant Date
               Underlying     Granted to     or Base                   Fair Value ($)(2)
               Options        Employees in   Price     Expiration   -------------------
Name           Granted (1)    Fiscal Year    ($/sh)    Date         Per Share   Total $
-----          ------------   -------------  --------- -----------  ---------   --------
<S>            <C>            <C>           <C>        <C>          <C>         <C>
Stephen M.
Robinson       125,000         50%           $.10      07/31/2008    $.0000     $0

Harry J.
Santoro        125,000         50%           $.10      07/31/2008    $.0000     $0
               -------       -----                                              ----
Total          250,000       100%                                               $0

</TABLE>

(1) The options are fully exercisable without restriction
(2) The Company uses the Black-Scholes option pricing method to calculate the
fair value of stock options as of the date of the grant.


Aggregated Option Exercises in Last Fiscal Year and Year End Option Values
--------------------------------------------------------------------------

     The following table sets forth information concerning option exercises
during  the last fiscal year and  outstanding  options held  as  of  December
30, 2003 by the executive  named  in  the Summary Compensation Table above.

<TABLE>
<CAPTION>
                                   Number of Securities     Value of Unexercised
                                       Underlying           In-the-Money
                                   Unexercised Options at      Options at
                                     Fiscal Year End (#)    Fiscal Year end (2)
               Shares              ----------------------   --------------------
               Acquired on       Value         Exercisable/    Exercisable/
Name           Exercise (#)    Realized (1)   Unexercisable   Unexercisable
-----          ------------    ------------   --------------  -------------
<S>            <C>            <C>             <C>             <C>
Stephen M.
Robinson       375,000           0                   0/  0         $0  / $0

Harry J.
Santoro        375,000           0                   0/  0         $0  / $0
</TABLE>

(1) Value realized is determined by subtracting the exercise price from the
fair market value on the date of exercise.

(2) Value of unexercised options is determined by subtracting the exercise
price from the fair market value at December 31, 2003.

                                      -23-
<PAGE>
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of December 31, 2003
with respect to the beneficial ownership of the common stock by each
beneficial owner of more than 5% of the outstanding shares thereof, by each
director, each nominee to become a director and each executive officer named
in the Summary Compensation Table and by all our executive officers,
directors and nominees to become directors as a group.

                            #  Shares of
Name and Address of         Common Stock          % Outstanding
Beneficial Owner            Beneficially            Common Stock
                              Owned <F1>        Beneficially Owned
------------------          ---------------     -----------------------
Harry J. Santoro
215 West Main Street
Maple Shade, NJ 08052
Officer, Director              1,256,164<F2>               20.94%

Stephen M. Robinson
215 West Main Street
Maple Shade, NJ 08052
Officer, Director              1,020,893<F3>               17.01%

Robert Supplee
232 E. 9th Avenue
Conshohocken, PA 19428           415,000                    6.91%

James Wherty
2402 Sylon Blvd.
Hainesport, NJ   08036           365,500                    6.09%

John Caporaso
215 West Main Street
Maple Shade, NJ   08052          355,000                    5.92%

All Directors and
Officers as a
group (2 persons)              2,277,057                   37.95%

-----------------
<FN>
<F1>
  Under the rules of the Commission, a person is deemed to be the beneficial
owner of a security if such person has or shares the power to vote or direct
the voting of such security or the power to dispose or direct the disposition
of such security.  A person is also deemed to be a beneficial owner of any
securities of that person has the right to acquire beneficial ownership
within  60 days.  Accordingly, more than one person may be deemed to be a
beneficial  owner of the same securities.  Unless otherwise indicated by
footnote, the  named entities or individuals have sole voting and investment
power with  respect to the shares of common stock beneficially owned.

<F2>
  Includes 75,000 shares held by Donna M. Santoro, spouse of Harry J.
Santoro.

<F3>
  Includes 341,500 shares held by Theodora T. Robinson, spouse of Stephen M.
Robinson.


                                   -24-
<PAGE>

Employment and Consulting Agreements
-------------------------------------

There are no employment agreements with the officers of the Company.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SVG Properties, L.P. entered into a management agreement with H. James
Santoro, Inc., effective August 1, 1992, whereby H. James Santoro, Inc.
agreed  to manage the Spring Village Apartment complex for a fee equal to 5%
of the gross rent of the complex, plus reimbursement of certain expenses.
Such agreement, as modified, is currently in effect, and may be terminated
when Mr. Santoro and H. James  Santoro, Inc. have no  remaining obligation or
liability related to the  agreement with New York Community Bank ("NYCB").
Pursuant to the agreements with NYCB including the First Mortgage and
Security Agreement, such mortgage shall become immediately due and payable at
the option of NYCB if (i) the control, management, or operation of the
Property, or any part thereof, is transferred to any individual or entity
other than Spring Village Holdings, Inc., the Corporate General Partner, or
(ii) the control of Spring Village Holdings, Inc. is transferred to any
individual or other entity other than Bartram Holdings, Inc., or (iii) the
control of Bartram is transferred to any individual or entity other than
Harry J. Santoro.  H. James Santoro, Inc. also provides management and
administrative services to us. H. James Santoro, Inc. received in 2003 and
2002, respectively, $117,000 and $76,250 for such services.  Mr. Santoro
owned 100% of H. James Santoro, Inc. up to December 31, 2003.  Gavella Corp.
acquired H. James Santoro, Inc. for nominal consideration on January 1, 2004.

Stephen M. Robinson, P.A. rendered legal services to us.  Stephen M.
Robinson, P.A. is owned by Stephen M. Robinson.  Stephen M. Robinson, P.A.
received in 2003 and 2002, respectively, $15,000 and $4,750 for such
services.

We currently maintain our principal executive offices in approximately 500
square feet of leased office space at 215 West Main Street, Maple Shade, New
Jersey, 08052.  Monthly rent under a month to month lease is $800.  The
building is owned by Harry J. Santoro, our President; however, we believe the
terms of the lease are at least as favorable as terms available from
non-affiliated third parties.

During 2003, Harry J. Santoro purchased 630,000 shares of restricted common
stock of the Company at a purchase price of $63,000 in cash, $.10 per share.

During 2003, Stephen M. Robinson purchased 375,000 shares of restricted
common stock of the Company at a purchase price of $37,500 in cash, $.10 per
share.

On March 24, 2003, Harry J. Santoro purchased from Spring Village Holdings,
Inc., a wholly owned subsidiary of ours, a 49% interest in SVG Properties,
L.P., for $50,000.  Mr. Santoro also loaned us $15,000 and recast the terms
of an $85,000 loan he previously made to us.  The proceeds of the sale and
the loan were reinvested into our apartment complex.  As of December 31,
2003, Mr. Santoro owned a 49% limited partnership interest in SVG Properties,
L.P.


                                   -25-

<PAGE>
Item 13.  Exhibits and Reports on Form 8-K
------------------------------------------

(a) Exhibits
    --------

Exhibit No.    Description of Document
-----------    -----------------------

3.01 *       Articles of Incorporation of Gavella Corp. dated June 21, 2000

3.02 *       By-laws of Gavella Corp.

10.01*       Agreement and Plan for Corporate Separation between Apta
             Holdings, Inc., Spring Village Holdings, Inc. and Registrant

10.02*       Provisional Workout Agreement

10.03*       Agreement with Resource Properties XXIII, Inc.

10.04*       Apartment Management Agreement

10.05*       Fourth Amended and Restated Partnership Agreement of
             S.V.G. Properties, L.P.

10.06*       First Amendment to the Fourth Amended and Restated Partnership
             Agreement of S.V.G. Properties, L.P.

10.07*       Second Amendment to the Fourth Amended and Restated Partnership
             Agreement of S.V.G. Properties, L.P.

10.08*       Third Amendment to the Fourth Amended and Restated Partnership
             Agreement of S.V.G. Properties, L.P.

10.09*        First Mortgage Note - S.V.G. Properties, L.P., a New Jersey
              Limited Partnership to New York Community Bank

10.10*        First Mortgage and Security Agreement - S.V.G. Properties, L.P.,
              a New Jersey Limited Partnership, to New York Community Bank

10.11*        Assignment of Rents and Leases - S.V.G. Properties, L.P.,
              a New Jersey Limited Partnership, to New York Community Bank

10.12+       Fourth Amendment to the Fourth Amended and Restated Partnership
             Agreement of S.V.G. Properties, L.P.

10.13+       Fifth Amendment to the Fourth Amended and Restated Partnership
             Agreement of S.V.G. Properties, L.P.

10.14+       Apartment Management Agreement dated November 2003 (replaces
             exhibit 10.04 above)

21.1 +       List of Subsidiaries of Registrant

23.01*       Consent of Haefele, Flanagan & Co., P.C.

31.1+        Certification of Chief Executive Officer pursuant to Section 302
             of the Sarbanes-Oxley Act of 2002.

31.2+        Certification of Chief Financial Officer pursuant to Section 302
             of the Sarbanes-Oxley Act of 2002.

32.1+        Certification of Chief Executive Officer pursuant to Section 906
             of the Sarbanes-Oxley Act of 2002

32.2+        Certification of Chief Financial Officer pursuant to Section 906
             of the Sarbanes-Oxley Act of 2002.


+filed herewith

---------

The exhibits designed above with an asterisk (*) have previously been filed
with the Commission and, pursuant to 17 C.F.R. Secs. 201.24 and 240.12b-32,
are incorporated by reference to the Registrant's Registration Statement on
Form 10-SB number 000-31143, effective September 24, 2000.


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

o    Report on Form 8-K filed November 12, 2003 with respect to the transfer
of all the assets and liabilities of our 100% wholly owned subsidiary, Spring
Village Holdings, Inc., plus a $350,000 promissory note from SVG Properties,
L.P., to Bartram Holdings, Inc.

o     Report on Form 8-K filed November 19, 2003 with respect to the
refinancing of our first and second mortgage as discussed herein.

o     Report on Form 8-K filed February 6, 2004 regarding the decision by our
Board of Directors not to spin-off Bartram Holdings, Inc., our real estate
subsidiary, at least for the foreseeable future, but rather to focus on
improving our operating results and reducing debt.


Item 14.  Principal Accounting Fees and Services

Audit Fees.  The Company paid to Haefele, Flanagan & Co., p.c., audit fees of
approximately $32,250 and $12,000 for 2003 and 2002, respectively.

Tax Fees.  The Company paid to Haefele Flanagan & Co., fees for tax services
$3,000 and $1,000 for 2003 and 2002, respectively.


                                   -26-
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  the  registrant  has duly  caused  this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                            GAVELLA CORP.
                                            (Registrant)

Date: March 30, 2004

                                            /S/  Harry J. Santoro
                                        -----------------------------------
                                          Harry J. Santoro, President,
                                          Chief Executive Officer

Pursuant to the  Securities  Exchange  Act of 1934,  this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

                                            GAVELLA CORP.
                                            (Registrant)

Date: March 30, 2004

                                            /S/  Harry J. Santoro
                                       -------------------------------------
                                            Harry J. Santoro, Director

                                            /S/  Stephen M. Robinson
                                       -------------------------------------
                                            Stephen M. Robinson,  Director


                                   -27-