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US SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

(Mark one)
[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACTS OF 1934

         For the fiscal year ended December 31, 2000
[ ] Transition report under Section 13 or 15(d) of the Securities

    Exchange Act of 1934
         For the transition period from _____ to ____
    Commission File Number 0-25254

HARBOUR INTERMODAL, LTD.
(Name of Small Business Issuer in its charter)
Delaware                                              22-3388920
(State or other Jurisdiction                (IRS Employer Identification No.)
of incorporation or organization)

1177 McCarter Highway, Newark, New Jersey            07104-3791
(Address of principal executive offices)             (Zip code)

         (201) 481-6474
(Issuer's telephone number)

Securities registered under section 12(b) of the Exchange Act:

Title of each class                          Name of each exchange on which
to be so registered                          each class is to be registered

    None

Securities registered pursuant to Section 12(g) of the Act:

                                    Common Stock
                               (Title of Class)

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


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Check if there is no disclosure of delinquent fliers in response to Item 405 of
Regulation S-B 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]

State Issuer's Revenues for its most recent fiscal year. -0-

The aggregate market value of the voting common stock held by non-affiliates of
the registrant based on the average of the ask ($0.090) and bid ($0.0625) prices
of the Company's common stock, for the week ended December 31, 2000, is
approximately $73,168 based upon the 959,574 shares of the Registrant's common
stock held by non-affiliates. (1)

The number of shares outstanding is 8,504,513 shares, of the one class of common
stock, of par value $0.01, as of December 31, 2000.

(1) "Affiliates" solely for purpose of this item refers to those persons who,
during the three months preceding the filing of this Form 10-KSB were officers
or directors of the Company and/or beneficial owners of 5% or more of the
Company's outstanding stock.

Documents Incorporated By Reference  (None).


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                              TABLE OF CONTENTS

PART I

                                                                            Page

ITEM 1: DESCRIPTION OF BUSINESS:..............................................4
ITEM 2: PROPERTIES:..........................................................11
ITEM 3. LEGAL PROCEEDINGS:...................................................11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:.................11

PART II

ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS:.............................................................11

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:...........12
ITEM 7. FINANCIAL STATEMENTS:................................................14
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE:............................................14

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
        PERSONS:.............................................................14
ITEM 10. EXECUTIVE COMPENSATION:.............................................18
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGEMENT:......19
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:.....................20
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K:...................................20
SIGNATURES:..................................................................20
REPORT ON AUDITS OF FINANCIAL STATEMENTS.....................................21
      INDEX TO FINANCIAL STATEMENTS (F-1)....................................22
      INDEPENDENT AUDITORS' REPORT (F-2).....................................23
      BALANCE SHEET (F-3)....................................................24
      STATEMENTS OF OPERATIONS (F-4).........................................25
      STATEMENTS OF STOCKHOLDERS' EQUITY (F-5)...............................26
      STATEMENTS OF CASH FLOWS (F-6).........................................27
      NOTES TO FINANCIAL STATEMENTS (F-7 to F-9).......................28 to 30


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PART I

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS:

Some of the statements in this report, including, without limitation,
matters discussed under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operation," as well as oral statements made
by Harbour Intermodal, Ltd. (HILX) or the officers, directors or employees of
HILX may constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act").
Forward-looking statements include statements about the competitiveness of the
transportation industry, potential regulatory obligations, our strategies and
other statements that are not historical facts. When we use in this report words
like "anticipate," "believe," "expect," "estimate" and similar expressions you
should consider them as identifying forward-looking statements. These
forward-looking statements involve risks and uncertainties and are based on the
beliefs and assumptions of management of HILX and on the information available
to the management at the time these disclosures were prepared. Factors that may
cause actual results to differ materially from those expressed or implied by
such forward-looking statements include, among others, the following
possibilities: (1) competitive pressures among transportation providers may
increase significantly; (2) changes in the interest rate environment may reduce
margins; (3) general economic conditions may be less favorable than expected;
(4) legislative or regulatory changes may adversely effect the businesses; (5)
competitors may have greater financial resources and develop products that
enable such competitors to compete more successfully than HILX and (6) adverse
changes may occur in the markets. Many of such factors are beyond HILX's ability
to predict, and readers are cautioned not to put undue reliance on such
forward-looking statements. HILX disclaims any obligation to update or revise
any forward-looking statements contained in this report, whether as a result of
new information, future events or otherwise.

ITEM 1: DESCRIPTION OF BUSINESS:

Harbour Intermodal, Ltd. ("Harbour", "Harbour Intermodal", "HILX" or the
"Company"), was incorporated under the laws of the State of Delaware on October
29, 1973 as Controlled Energy Systems, Inc. to continue the business of Amega
Corporation, a California Corporation incorporated on March 13, 1964. The name
of the corporation was changed to Circadian Systems, Inc., on June 6, 1986. This
business was discontinued and the corporate name was changed on March 31, 1993
to Harbour Intermodal, Ltd. to explore two principal areas of planned business
operations. The company is presently in the development stage.

The first principal area is to provide local Intermodal transportation
services in the greater New York harbor area. These services are being designed
to meet present and future needs for movement of freight to and from shippers in
the area and to expedite the transfer of shipments among rail, truck and water
transportation companies serving the area. There can be no assurance that the
Company will be able to raise sufficient capital to be able to commence
principal operations providing local Intermodal transportation services in the
New York harbor area, or, if such operations are commenced, that they will be
successful.

The second area of interest grew out of the needs of the first and includes the
potential development and sales of equipment for Intermodal services including
waterborne vessels, and mobile and fixed heavy materials handling equipment for
transporting and sorting containers, trailers and general cargo. This activity
is anticipated to cover the North, Central and South American market. There can
be no assurance that the company will be able to commence planned principal
operations in this area of business or if such operations are commenced that
they will be successful.

The Company will also make available the results of this research and


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development, and the expertise of its officers in the field of transportation
management on a contractual consulting basis. There can be no assurance that
this consulting will be in demand by private or public entities.

Harbour Intermodal is thus devoting substantially all of its efforts to
establishing a new business and related services.

Services in the Greater New York Harbor area will be provided by Harbour
Intermodal through wholly owed subsidiaries, joint ventures or leases of
existing transportation operations. Harbour plans to acquire, and then to expand
and augment, existing terminal facilities and add new facilities for Intermodal
ferry operations to establish a waterborne rail freight network with Intermodal
terminals connecting with Norfolk Southern, CSX, New York Susquehanna and
Western, Canadian Pacific, Canadian National and the New York & Atlantic Rail
Roads. These and other facilities would be also be designed and used to carry
tractor-trailers and containers. However, there can be no assurance that Harbour
will be able to pursue such a plan to expand existing or add new terminal
facilities in the future. In addition, the Company presently conducts no
business in waterborne rail freight service, and it is presently unknown whether
such waterborne rail freight network can be established or if such operations
are commenced that they will be successful.

Harbour Intermodal plans to provide overall management and will also be
responsible for securing the necessary financing, facilities and equipment. A
minimum of a one to three-year period will be required to complete contractual
arrangements, construct facilities and secure equipment and develop projected
traffic volumes. Harbour Intermodal anticipates beginning limited operations
during the coming year.

Harbour Intermodal also plans to provide overall management and required support
services for the development and sales of equipment. Development and sales of
equipment will be handled through wholly- or partially owned subsidiaries, joint
ventures, licensing agreements or sales agreements as appropriate for the
product being handled. None of these presently exist.

On October 3, 1995, a subsidiary, HILX Transport, Inc., was incorporated in New
Jersey. In November 1995, HILX Transport, Inc. filed with the Interstate
Commerce Commission for Motor Carrier Certification and to date no further
action has been taken.

Market for Intermodal Transportation Services:

Intermodal transportation technology for handling both international and
domestic general cargo in containers and trailers on rail cars has developed
rapidly over the last twenty years. One of the major overall stimuli was the
need to move large numbers of containers already being used for ocean shipping
long distances across the United States. These containers were either delivered
to a domestic consignee or transferred to another oceangoing vessel. It was
found that the service using the rail "land bridge" (transcontinental movement
of containers across the United States by railroad) was superior to all-ship
routing through the Panama Canal and costs were competitive. Special space
saving "double stack" equipment (loading one container on top of the other) used
to transport these containers by rail was also useful for handling domestic
traffic. As a result there is a growing need for rail and terminal facilities to
handle the container traffic.

At the same time, the market for shipping truck trailers on rail cars (trailer
on flat car or TOFC service} was exploited for longer trips as driver costs
increased and congestion became a significant problem in major metropolitan
areas.

Initially, the volume of TOFC traffic was larger than the container volume
(container on flat car of COFC service). More recently, the container volume has
taken the lead. In addition, major trucking companies have shifted from
conventional trailers to the use of containers on bogies (skeleton trailers)
which further increases the demand for Intermodal handling facilities for
shipments. Because of these significant shifts


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in the handling of general cargo, new terminal transportation facilities in
areas like New York Harbor have to be designed to accept both rail and
rubber-tired vehicles. It is also necessary to provide facilities to transfer
the containers and trailers among the rail, highway and ocean going
transportation terminals.

In the future, conventional rail or truck equipment will be utilized primarily
for bulk or specialized commodities or for general cargo where special handling
facilities are required.

Terminology:

Since the passage of the Intermodal Surface Transportation Efficiency Act
("ISTEA") in 1991, the term "Intermodal transportation" has become an umbrella
phrase that includes all transportation services, passenger or freight where
more than one mode of transportation is used. Insofar as freight is concerned,
the Intermodal terminology carries with it the constraint that the cargo being
shipped is packed in a container or trailer and remains there for the entire
trip from shipper to consignee. The container or trailer is moved intact from
one mode of transportation to another. Bulk cargoes like grain, coal or
petroleum products which fill a ship's hold or an entire ship and are loaded
from or discharged into railcars, trailers or barges are not classified as
Intermodal shipments.

Terms used in describing the characteristics of the Intermodal transportation of
freight are listed below:

Backhaul:  Return transportation movement, usually at less revenue than the
original move.  To move a shipment back over part of a route already traveled.
Bogie:  A set of highway wheels built specifically to be used as rear wheels
under the container.  Also an overseas term for a railroad car "truck" or
wheel assembly.
Boxcar:  An enclosed railcar, typically 40 to 50 feet long, used for
packaged freight and some bulk commodities.
Breakbulk:  To reduce a large shipment of a single commodity to many small
shipments, which are then dispersed to various buyers.
Bulk Transfer Facility:  A facility for transferring liquid or solid bulk
commodities, such as petroleum or gravel, between transport
modes, typically between rail and truck.  (See also "Transloading").
Carfloat:  A barge with a railtrack fixed to the deck for carrying rail cars
across a body of water.  Typically, a tugboat tows the carfloat.
Chassis:  A special trailer or undercarriage on which containers are moved
over-the-road by truck.
Classification  Yard:  A railroad terminal area where train units are
assembled (as opposed to an intermodal yard).
C.O.F.C. (Container-on-Flatcar):  The transport of containers on railroad
flatcars, either single-stack or double-stack.
Container:  A box for transporting cargo, constructed with varying dimensions
to with stand shipment conditions in transportation.
(See TEU).
Drayage:  Transporting freight by truck, typically within short distances.
Float Bridge:  A transfer bridge for rolling rail cars on and off carfloats
to a railyard.
Freight Forwarder:  Individual/company that accepts shipments and
consolidates them into truckloads. An agent who helps expedite shipments by
preparing necessary documents and making other arrangements for moving freight.
Intelligent Transportation Systems (ITS): A generic term for advanced technology
applications that provide real-time monitoring and information to enable the
more efficient and safer use of transportation systems, such as highways.
Intermodal: As broadly defined within the commercial transportation industry,
the transfer of freight between and among all modes involved in general cargo
transportation (e.g., ship, rail, and truck). This term is also commonly used to
mean the movement of passengers between transportation modes (e.g, from train to
bus).
Intermodal Yard: A rail facility designed to accommodate intermodal
transfers with trucks and containers.


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Intermodal Surface Transportation Efficiency Act of 1991 (ISTEA):
The landmark federal transportation legislation that implemented broad changes
in the way transportation planning and funding decision are made. ISTEA and its
successor, TEA-21, emphasize use of a diversity and balanced of modes and the
preservation of existing systems over the construction of new facilities,
especially roadways.
Level of Service: A measure of the quality of operation of a transportation
facility, with Level of Service "A" being very good operation with little
traffic delays, and Level of Service "F" being severely congested operation with
large traffic delays.
MIS:  A Major Investment Study is a federal process for identifying, evaluating
and selecting transportation alternatives that address specific problems.
Modal Split:  The relative use of the modes of transportation;  the statistics
used include ton-miles, passenger-miles, and revenue.
Multimodal:  Using more than one transportation mode to move a load of goods.
Pallet:  A platform on which cargo is loaded, which can be stacked  and be
handled by forklift or sling, usually constructed of wood.
Piggyback:  The hauling of road vehicles and containers on wheels or
railroad flatcars.
Railhead:  End of the railroad line or point in the area of operations at
which cargo is loaded and unloaded.
Reefer (Refrigerated container):  A specialized container that holds
perishable goods at controlled temperatures.
Road Railer:  A specialized truck chassis that either has retractable rail
wheels or is lifted onto bogies which allows it to operate directly on rail.
Roll-on/Roll-off (ro/ro): A specially constructed ship that allows cargo to be
rolled in and out doors on wheeled loading devices or under the cargo's own
propulsion, such as motor vehicles. TEU: Twenty-foot equivalent unit. A standard
unit for counting containers of various lengths. One standard 40-foot container
equals two TEU's.
T.O.F.C. (Trailer-on-Flatcar):  A transportation arrangement in which a truck
trailer is moved by train to a destination.  Also called "Piggybacking".
Trailer:  The truck unit, which carries freight in a tractor-trailer
combination.  Trailers are commonly seen as the cargo unit of an
"18-wheeler" or five-axle "truck".
Transportation System Management (TSM):  A term for methods to improve the
operation of a transportation system without expanding capacity.
Transloading:  The practice of breaking (transferring) bulk shipments from the
vehicle/container of one mode to that of another at one or a series of terminal
interchange points.

Market for Intermodal Services in the Greater New York Harbor Area

The Greater New York Harbor area is a particularly attractive area for
developing local intermodal transportation services. The area, itself, is
divided into two halves by the Hudson River and Upper New York Bay. All of the
major rail and highway routes from the west and south approach the area from the
westerly side. The four principal railroads, Norfolk Southern, CSX, New York
Susquehanna & Western and Canadian Pacific/D&H also have their major terminals
on the westerly side. CSX does have a route from the Midwest and far west which
connects at Selkirk, just south of Albany, with a route into the New York area
via the east side of the Hudson River, but scheduling conflicts with AMTRAK and
Metro-North passenger services, limited clearances and inadequate terminal
facilities reduce its usefulness. The Surface Transportation Board (STB), as
part of the approval of the Norfolk Southern and CSX buyout of Conrail, has
required CSX to grant access to Canadian Pacific via the east side of the
Hudson. To date, no agreement has been reached between the railroads and the
matter is pending future STB directives.

Currently, container and trailer traffic arriving by rail and destined for New
York City and Long Island, and also for many points in New Jersey, is
transferred to truck for delivery, a time consuming and costly procedure. A
limited number of rail cars were interchanged between CONRAIL and the Long
Island Railroad (now the New York & Atlantic for freight services) on car floats
of the New York Cross Harbor


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Railroad Terminal Company. CSX could interchange cars directly with the New
York & Atlantic via the Hell Gate Bridge and the CSX route on the East Side of
the Hudson.

Lack of adequate river facilities for handling containers between port
facilities in Brooklyn and those in New Jersey has caused the Port Authority of
New York and New Jersey to provide some relief in the form of a pilot program
for a container barge shuttle between Red Hook, in Brooklyn, and Port Newark.

The configuration of the roadway network is similar to the rail system in that
all of the major routes from the west and south approach the area from the west.
All shipments destined for New York City or Long Island must use one of the
three bridges or two tunnels between the Tappan Zee and the Verrazano Narrows
Bridge. Trailers and containers transferred from rail cars use these same
crossings and compete for space with the usual heavy volume of private cars and
buses. In addition, many of the truck routes have clearance restrictions or
restrictions on the type of cargo carried. The Holland and Lincoln Tunnels,
which provide the most convenient connection into Manhattan and Brooklyn, will
not accommodate the large trailers which are currently legal on the Interstate
Highway System and the New Jersey Turnpike.

Waterborne transportation of freight has been all but ignored in recent years
despite the fact that all of the shipping lines and many other transportation
users have waterfront facilities. In the past, there was more flexibility in
moving shipments into and out of the harbor area. Eight major railroads, several
small terminal railroads and a number of lighterage companies, all of which
moved shipments to and from shipper's terminals or connected directly with ocean
going vessels, utilized all of the waterways. Most of these marine operations
were discontinued by the time CONRAIL was formed to take over and consolidate
six major railroads in 1976.

Today, only one common carrier operation remains, the New York Cross Harbor
Railroad Terminal Company, which uses obsolete rail carfloat equipment to handle
a very limited portion of the traffic crossing the harbor.

Harbour Intermodal has identified the waterborne mode of transportation as an
area where substantial growth can be supported now and in the near future,
provided modern intermodal facilities can be supplied which can accommodate
rail, highway and container equipment at an affordable cost. This position was
discussed by Norfolk Southern during meetings in Washington DC regarding freight
service to the East Side of the Hudson River.

The Port Authority, working with CONRAIL, which served the Port
Newark/Port Elizabeth area, has developed on-dock "ExpressRail" facilities to
provide improved transfer connections between the ocean-going ships and the
railroads. These facilities are complimentary and not competitive to the
operating plan for Harbour Intermodal since the improvements do not involve the
movements across the Hudson River or Upper New York Bay which Harbour views as
its primary source of traffic. In fact, the cooperative development of the
on-dock services sets a pattern for other intermodal improvements including
those proposed by Harbour Intermodal.

Harbour's work to date in analyzing existing traffic data, locations within the
harbor suitable for intermodal ferry facilities and intermodal ferry design
places it in a position to compete for the implementation of intermodal freight
ferry services. Although there are no assurances that any relationship will
develop, Harbour's proposed routes duplicate or are very close to those
developed by The Port Authority's concepts for waterborne transportation routes
as a part of the overall network of intermodal rail and truck services being
developed. Extensive computer modeling by Harbour has shown the viability of
high-speed cross-harbor freight movement incorporating the freight studies of
the NYEDC and the Port Authority of NY & NJ. The model demonstrates an excellent
potential business opportunity.

Market for Intermodal Equipment

The equipment and operating methodology for handling intermodal shipments is a
developing field, worldwide. The shift from handling individual units,
palletized packages and bulk shipments to


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containerized shipments has revolutionized the shipping industry. New ships
being built can accommodate over 6,000 twenty-foot equivalents (TEU'S) or 3,000
forty-foot equivalents (FEU'S). New vessels are being designed to accommodate
8,000 TEU's. Ports and land transportation facilities have had to adapt to the
change. Currently, there are still major areas in the larger ports where new
equipment and techniques are needed to handle the large number of containers
which must be ready for loading aboard the container ships and a similar number
to be unloaded and distributed with a minimum of delay.

Port distribution services and feeder services between ports, including those
ports on rivers where land and rail transportation is inadequate can utilize the
same self-propelled barge concept being proposed for New York. Moving and
stacking equipment for landside support and for improving intermodal handling of
containers and trailers is also needed.

Proposed role for Harbour Intermodal

The role planned for Harbour Intermodal in the Greater New York harbor area is
to offer services to meet current and future requirements for intermodal
transportation, particularly those intermodal movements which can use waterborne
connections. The landside facilities and vessels will also provide for
conventional rail cars, grounded containers and rubber-tired vehicles, which can
utilize the network.

Harbour Intermodal has already defined the requirements and developed a
schematic design for a new self-propelled Intermodal Ferry for rail cars,
rubber-tired trailers, grounded containers or a mix of these three types of
equipment. The vessel is identified as HILX 404 Class Intermodal Ferry and is
being designed to accommodate four to seven rows of railroad cars or rows of
highway equipment or forty-foot containers stacked two high or a combination of
the three types of equipment. The overall length of the HILX 404 Class
Intermodal Ferry will be 350-400 feet in length to accommodate five-well
articulated container cars that must be handled as a unit.

Development of the new self-propelled ferry is only the initial step in
establishing Harbour Intermodal as a developer and supplier of Intermodal
equipment of various types for its own operations in the New York area and for
other customers in North, Central and South America.

Loading and unloading and movement of containers in marshaling and storage areas
require specialized equipment. Containers that were initially twenty feet in
length have increased in size to fifty-three feet. This increase in container
size, coupled with the increased size of the latest container vessels, has
resulted in the need for more sophisticated heavy materials handling equipment
designed to handle containerized shipments. Harbour Intermodal intends to
develop a sales and service organization within Harbour Intermodal to cover the
North, Central and South American market.

This endeavor to develop the network of new waterborne intermodal services in
the New York Harbor and sales, service and manufacturing of heavy materials
handling equipment involves all of the risks associated with developing a new
business (technical, operational and financial) and is not expected to provide
earnings for distribution to investors in the early years.

Harbour Intermodal, Ltd., will act as a holding company to formulate and
implement plans to improve and expand railroad terminal and intermodal services
in the New York Harbor area. The company will utilize the results of over six
years of research performed by its senior officers covering the type and
capabilities of existing transportation services and the changing needs of the
marketplace as more intermodal services are developed. The company will also
make available this and other information and expertise in the field of
transportation planning, operations and management on a consulting basis.

Competitive Business Conditions

In general the Company's intermodal services will be sold in competitive


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markets to customers who are sophisticated and demanding concerning price,
performance and quality. These intermodal services are sold in competition with
other independent rail freight, barge and trucking operators. These operators
may have substantial financial resources and technological capabilities, greater
than the resources than the Company. Currently up to 98% of the freight traffic
into or crossing New York City is on trucks. There can be no assurance that the
Company will be able to compete successfully against such operators.

Similarly, the Company's vessels and materials handling equipment will be sold
in competitive markets to customers who are sophisticated concerning price,
performance and quality. This equipment will be sold in competition with
domestic and foreign suppliers who have greater resources and capabilities than
the Company and there can be no assurance that the Company will be able to
successfully compete.

Likewise there can be no assurance that the Company's consulting services
available to outside parties will be in demand or can be profitably marketed.

Patents Trademarks, Licenses and Franchises

The Company believes that there are no proprietary design features or techniques
required in the design and construction of the HILX Class 404 vessels.

The Company has no patents, trademarks, franchises, concessions, royalty
agreements or labor contracts. The Company has a license agreement with Fast
Spot, Inc. to use certain patented and proprietary equipment to load, unload &
handle railcars in the most efficient manner.

Need for Governmental Approval

The company will fall under a variety of regulatory agencies in the normal
course of business including: zoning, environmental, construction permits, Coast
Guard and Corps of Engineers oversight, shipping bureau review of vessel designs
and other similar regulations. The Company believes that there will be no
extraordinary regulatory problems related either to its proposed operations or
in the design, construction and sale of vessels and heavy materials handling
equipment.

Governmental Regulations

All of the Company's transportation operations within the port of New York area
and to and from locations beyond the port, formerly subject to regulation by the
Interstate Commerce Commission ("ICC"), are now regulated by the United States
Department of Transportation, Federal Highway Administration's Office of Motor
Carriers and the U.S. Coast Guard. These agencies retain the right to regulate
entry and also sales of existing transportation entities to new owners.

The Company, through its subsidiary, HILX Transport, Inc., has filed with the
ICC (now USDOT-FHA/OMC) for common carrier operating certification. This filing
currently is inactive.

Research and Development

Research is planned to quantify the impact of shifts to intermodal equipment for
handling grounded containers, rail and rubber-tired freight shipments and to
develop requirements for improved handling. Because the first vessels are
expected to operate in US Coastal waters and be financed using Maritime
Administration (MARAD) guarantees, Harbour will use a U.S. based naval
architect. Harbour has solicited several competent naval architect and
engineering firms to assist in securing a vessel which will meet Harbour's
needs, qualify under the design and safety requirements of the Coast Guard and
the Shipping Bureaus and be eligible for MARAD financing guarantees. Harbour is
reviewing proposals from several firms at this time and anticipates the
selection will be made and design and construction will begin this during this
fiscal year.


<PAGE>

Other potential research includes identification of existing and potential
locations for interchanges of intermodal traffic with railroads, over-the-road
truckers and local delivery draymen.

Development activities currently underway include discussions and negotiations
with other transportation companies, major shippers and public agencies directly
involved with intermodal transportation in the New York Harbor area.

Employees

Harbour Intermodal currently employs four persons part time, all of which are
officers and/or directors of the company. Harbour plans to hire an additional
seven persons, one as a Chief Financial Officer, one as a director of New York
Harbour operations, one as marketing/sales manager, and four clerical personnel
provided that additional financing is obtained by that time. In the absence of
such financing no additional personnel will be added.

Harbour does utilize consultants and has had detailed discussions with other
entities involved in Intermodal transportation, some of which have a cadre of
management, technical or operating employees. Harbour Intermodal plans to
utilize these resources.

Harbour Intermodal also has identified and maintains a roster of personnel
experienced in management, operations, sales and finance who would be available
on short notice for salaried positions or consulting assignments to assist in
expanding the intermodal ferry operations.

ITEM 2: PROPERTIES:

The company leases 2,000 sq. ft. of office space at 1177 McCarter Highway,
Newark, NJ 07104 from Ka-Bar Medical, Inc. (hereinafter referred to as Ka-Bar).
Ka-Bar is controlled by Michael T. Gasparik, who is the majority shareholder,
Chairman, Chief Executive Officer and a Director of Ka-Bar. The terms of the
lease ($2 per sq. ft. per year) are at the prevailing rates for similar property
in the area.

ITEM 3. LEGAL PROCEEDINGS:

The Company is not engaged in any pending or threatened legal proceedings.

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

No matters were submitted to a vote of security holders during the fourth
quarter of the last fiscal year.

PART II

ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS:

(a) Market Information - The principal US market in which the Company's Common
Shares (all of which are of one class, $.01 par value Common Stock) are traded
is the Over-The-Counter Bulletin Board (OTC-BB) market. During the 1999 and 2000
calendar year period, the aforesaid securities were traded or quoted on the
automated quotation system on the OTC Bulletin Board. The symbol for the
Company's Common Stock is "HICC". The following table sets forth the quarterly
range of high and low bid quotes of the Company's Common Stock per calendar
quarter as provided by the National Quotation Bureau, Inc. (which reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not necessarily represent actual transactions).


<PAGE>

Common Stock (1)

Period:

2000 ($.01 par value, stock symbol HICC)
                       High Bid       Low Bid
First Quarter          $0.2200        $0.0938
Second Quarter         $0.5625        $0.0900
Third Quarter          $0.1650        $0.1250
Forth Quarter          $0.1400        $0.0625

1999 ($.01 par value, stock symbol HICC)
                         High Bid        Low Bid
First Quarter             $0.5100        $0.2500
Second Quarter            $0.4375        $0.0500
Third Quarter             $0.3125        $0.0600
Fourth Quarter            $0.2100        $0.0400

(1) The Company reverse split its common stock on March 5, 1996 on a 1 ($.01 par
value common share) for 10 ($.001 par value common share) and increased the par
value of its common shares from $.001 par value to $.01 par value.

(b) Holders - Harbour Intermodal currently has 8,504,513 shares of stock
outstanding as of December 31, 2000. The above shares are held by approximately
100 owners of record, inclusive of those brokerage firms and/or clearing houses
holding the Company's common shares for their clientele (which each such
brokerage house and/or clearing house being considered as one holder).

(c) Dividends - The Company does not presently pay cash or any other dividends
on its Common Stock and anticipates that, for the foreseeable future, no cash
dividends will be paid on its Common Stock.

Payment of future cash dividends will be determined by the Company's Board of
Directors based upon conditions then existing, including the Company's financial
condition, capital requirements, cash flow, profitability, business outlook and
other factors. In addition, Delaware corporate law prohibits the payment of
dividends if after making the payment the Company would not be able to pay its
debts as they became due in the usual course of business or if the Company's
total assets would be less than its total liabilities.

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

General:

The following discussion and analysis of the consolidated financial condition
and results of operations of HILX should be read in conjunction with the
Consolidated Financial Statements and related notes, and is qualified in its
entirety by the foregoing and other more detailed financial information
appearing elsewhere.

HILX has made and may continue to make various forward-looking statements with
respect to financial and business matters. Comments regarding HILX's potential
businesses, which are not historical facts, are considered forward-looking
statements that involve inherent risks and uncertainties. Actual results may
differ materially from those contained in these forward-looking statements. For
additional information regarding forward-looking statements, see HILX's
cautionary disclosures at the beginning of this document.


<PAGE>

Discussion of how long the Company can satisfy cash requirements and whether it
will have to raise additional funds.

To date, the Company has recognized no revenues, and there can be no assurance
at this time that revenues from sales of Company services or products will be
established to determine a trend of product or service sales. The Company has
incurred losses and has negative cash flows but expects to show an operational
profit for the next fiscal year. The Company has minimal cash on hand to satisfy
its cash requirements and is in the process of raising additional funds for the
next fiscal period of 2001. At December 31, 2000 the company had an accumulated
deficit of $390,673. The Company plan of operation for the next twelve months is
to continue to finance its operations with a combination of cash loans from
Ka-Bar Medical, Inc. (Ka-Bar), potential equity placements, and in the long
term, revenues from service and product sales. The Company's ability to continue
as a going concern is dependent upon its successfully raising equity capital
and, ultimately, upon achieving profitable operations.

As of December 31, 2000, the Company had unrestricted cash on hand of $6.00. The
Company has no credit facility with any lending institution. The Company has,
from time to time, borrowed money from Ka-Bar but has no formal financial
arrangement, agreement or understanding with Ka-Bar or any related party to do
so in the future.

The Company's cash requirements are met through cash advances from Ka-Bar
Medical, Inc. ("Ka-Bar"). Ka-Bar is controlled by Michael T. Gasparik, who is
the majority shareholder, Chairman and a Director of the Company. Ka-Bar's
advances to the Company are sufficient to cover the Company's cash requirements
for its present limited level of operations. At present, there is less than one
month's cash requirements in the Company's accounts. At such time as
negotiations succeed, and only if such negotiations succeed, the Company will
need to raise additional funds by sales or exchanges of currently authorized
common stock, corporate borrowings and, as applicable, subsidies from public
agencies involved in developing Intermodal transportation facilities. There are
also several governmental programs which can provide loans, grants or guarantees
of Harbour Intermodal's borrowings for capital to help develop Intermodal
facilities and for financing the Intermodal Ferry and other capital equipment.
These sources will be explored and utilized if available. There can be no
assurance that such financing will be available, and if available, on terms
acceptable to the Company, and if the Company fails to obtain additional
financing, the Company will be materially and adversely affected.

Summary of product research and Development that the Company will perform for
the term of the plan.

Continuing research is planned to quantify the impact of shifts to intermodal
equipment for handling rail and rubber-tired freight shipments and to develop
requirements for improved handling. Because the first vessels are expected to
operate in US Coastal waters and be financed using Maritime Administration
(MARAD) guarantees, Harbour will use a U.S. based naval architect. Harbour has
solicited several competent naval architect and engineering firms to assist in
securing a vessel, which will meet Harbour's needs, qualify under the design and
safety requirements of the Coast Guard and the Shipping Bureaus and be eligible
for MARAD financing guarantees. Harbour is reviewing proposals from several
firms at this time and anticipates the selection will be made and design and
construction will begin this during this fiscal year.

In addition, Harbour Intermodal is discussing a licensing agreement for the
propulsion system for this class of vessel. It is planned that Harbour
Intermodal would be responsible for contracting for construction of the vessels,
as well.

Other research includes identification of existing and potential locations for
interchanges of intermodal traffic with railroads, over-the-road truckers and
local delivery draymen.


<PAGE>

Development activities currently underway include discussions and negotiations
with other transportation companies, shippers and public agencies directly
involved with intermodal transportation in the New York Harbor area.

Expected purchase or sale of plant and significant equipment.

If, and only if, the Company's negotiations described above succeed, then the
Company plans to acquire plant and equipment. In addition to the agreement for
completion of design and construction of the first self-propelled Intermodal
Ferry, specifications are being developed for the home port facility and
equipment. Discussions are proceeding to secure property rights by purchase or
lease at both existing and new locations for the Intermodal System in the
greater New York harbor area. This includes design and start of construction for
new ferry docking facilities and landside support yards for railroad and
rubber-tired equipment. The acquisition cost of the ship ranges from $10 million
to $20 million and the cost of the onshore improvements could exceed $15
million.

Expected significant changes in the number of employees

Harbour Intermodal currently has no employees. Officers and/or directors of the
company serve on a voluntary basis until sufficient capitalization is realized.
Additional personnel will be added as needed.

Harbour does utilize consultants and has had detailed discussions with other
entities involved in Intermodal transportation, some of which have a cadre of
management, technical or operating employees. Harbour Intermodal plans to
utilize these resources.

Harbour Intermodal also has identified and maintains a roster of personnel
experienced in management, operations, sales and finance who would be available
on short notice for salaried positions or consulting assignments to assist in
expanding the Intermodal Ferry operations or in selling the Intermodal Ferries
and materials handling equipment.

ITEM 7. FINANCIAL STATEMENTS

See pages F-1 through F-10.

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

During the Company's last five fiscal years and the subsequent interim period,
no independent accountant who was previously engaged as the principal accountant
to audit the Company's financial statements, resigned or was dismissed.

Philip Kinzel, Certified Public Accountant, has been the Company's auditor for
the last seven years.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

        Name             Age            Positions Held with the Company
Michael T. Gasparik      76      Director / Chief Executive Officer, Chairman
                                 of the Board and Chief Accounting Officer

Victor E. Holmkvist      59      Director /President


<PAGE>

Antonio Mellone          58      Director/Vice-President of Terminal operations

Martin C. Rewoldt        58      Director/Vice-President of Marketing and Sales

Marcial E. Robiou        49      Director /Chief Financial Officer

James E. Scharf, Sr      52      Director/Chief Information Officer

Richard G. Schoon        67      Director/Vice Chair of Board/Sr. VP and
                                 Corporate Secretary

David S. Steiner         50      Director / Sr. Vice-President Marine Operations

Michael T. Gasparik: Mr. Gasparik is CEO and Chairman of the Board of the
Company. His terms of office expire May 1997, or such later date that his
successor is elected. He has served as Chairman of the Board since the date of
its incorporation on March 11, 1974. He also served as Chief Executive Officer
from the date of incorporation to March 31, 1993 and from March 5, 1996 to date.

On June 14, 2000 the Chairman/CEO of the company was charged in conjunction with
the sweep of alleged stock fraud perpetrators on Wall Street. The Chairman/CEO
emphatically denied any wrongdoing and expressed confidence in the favorable
outcome of these proceedings. On February 26, 2001 this matter went to trial in
The U.S. Federal Court for the Southern District of New York City. On March 16,
2001 the Jury returned a verdict of Not Guilty on all charges in favor of The
Chairman/CEO.

Mr. Gasparik is an industrialist who currently, and for the last five years, is
Chairman, President, Director and major stockholder of Digital Diagnostic Corp.
and Northeast Surgical Corp. These companies are engaged in Research and
Development and / or distribution of electronic or surgical supplies for medical
or industrial use. None of these companies are reporting companies.

Mr. Gasparik was a member of the Board of Directors of the Metro Newark Chamber
of Commerce for ten years. During this tenure, Mr. Gasparik served as Chairman
of their Metro Newark Technology Council. Mr. Gasparik also served as founding
Vice Chairman / Director of the Essex County Development Corporation (a
nonprofit quasi-public corporation).

Mr. Gasparik holds an Engineering Degree from Columbia University and a Law
Degree from St. Johns University School of Law. Mr. Gasparik is a member of the
Bar of the State of New York.

Victor E. Holmkvist PE: Mr. Holmkvist is the President and has served as a
Director since 1997 and Senior Vice President of Strategic Planning in 1997.
Since 1998 Mr. Holmkvist has served as President.

Mr. Holmkvist is currently, and since 1993 President of Svenski Engineering
Service a consulting engineering firm providing services in Civil, Structural
and Environmental Engineering and Engineering & Construction Management. Mr.
Holmkvist is also the Chief Operating Officer for Innovative Track Fastener
Corp., a start-up company developing a new design for a rail fastening system
for concrete cross ties & Secretary / Treasurer of Fast Spot, Inc., a start-up
company providing new and patented railcar handling equipment.

Prior to 1993 Mr. Holmkvist served as an engineer, project engineer and
engineering manager for several corporations, including Foster Wheeler and GAF
Chemicals. During this time Mr. Holmkvist was responsible for the design and
construction of projects with multi million dollar budgets. In addition Mr.
Holmkvist served, on a consulting basis, as municipal engineer for several New
York communities.


<PAGE>

Mr. Holmkvist holds a BS in Civil Engineering from the New Jersey Institute of
Technology and additional graduate and continuing education credits in
engineering management and accounting procedures. Mr. Holmkvist is a Registered
Professional Engineer in New York & New Jersey and a member of the American
Society of Civil Engineers.

Antonio Mellone: Mr. Mellone is the Vice-President of Terminal Operations.

Since 1994, Mr. Mellone has been the Administrative Partner and Controller of A.
G. Container Repair. In this capacity, he was responsible for the accounting
function, insurance, sales and customer relations, and audits. His expertise
includes Waterfront Commissions, NY and NJ Harbour rules and regulations, audits
and legal matters, licensing, MNMCA and NY Ship Association's yearly review and
audit. Also, he is skilled in container and chassis repair and trucking
operations.

From 1967-1994, Mr. Mellone served Portwide Cargo Securing Company/A.G. Ship
Maintenance Corporation. As president (1978-1994), his responsibilities included
accounting functions, human resources, insurance, customer relations and sales,
and litigation. In the position of Secretary of the Corporation (1972-1978), he
was responsible for general administration. Also, Mr. Mellone was deeply
involved in litigation for revocation of A.G. license by the Waterfront
Commission and became a chief strategist with attorneys on defending A.G and
reaching a favorable settlement. Prior experience includes (1967-1972), that of
a laborer and foreman.

Accomplishments of Mr. Mellone include: international trade, instrumental in the
formation of a self-insurance program for compensation for the employees working
on ships in the Port of NY, represented a managing partner of Hug Holdings, a
company owning real estate in Newark Ironbound, co-founder Palmer Industry,
Newark, NJ, co-founded A.G. Ship Maintenance, a joint venture doing container
repair on the terminal for the Puerto Rican line PRIMI, and negotiator between
Metropolitan Marine and I.L.A. He has worked under the jurisdiction of NY Ship
Association and is licensed by the Waterfront Commission of New York and New
Jersey Harbor.

Martin C. Rewoldt: Mr. Rewoldt holds the position of Vice-President of
Marketing and Sales.

His career includes that of President (1987-present) of MVP Terminal
Corporation. The responsibilities of this position include third party
intermodal handling services. Prior positions include the presidency of LACNY,
Inc., a contract motor carrier (1982-1987), presidency of Marine Customer
Services, an international third party company (1977-1982). VP-Sales at East
Coast Shippers, sales and operations for third party intermodal companies
(1973-1977), sales manager at Soo Line (1970-1973), sales at Missouri, Kansas &
Texas RailRoad (1963-1970).

Marcial E. Robiou: Mr. Robiou is the Chief Financial Office and has served as a
Director since 1996 and was elected Treasurer in 1997.

Mr. Robiou is currently, and since 1996, has been President of the Business
Consortium Fund. A Manhattan based national finance company B.C.F. provides
contract financing for ethnic minorities and since its 1987 startup has lent out
over $150 million. Mr. Robiou is also President of Triad Capital, a start-up
company providing venture capital to ethnic minority businesses.

Prior to joining B.C.F. Mr. Robiou served an eight-year term as Senior Vice
President of the Metro Newark Chamber of Commerce. During his term Mr. Robiou
developed the Greater Newark Business Development Consortium, which became the
model for B.C.F. Additional achievements and responsibilities during this period
included the management of the James Street Commons Urban Renewal Corporation
and programs and activities in the Caribbean and Latin America under the Reagan
Administration's Caribbean Basin Initiative.


<PAGE>

Mr. Robiou holds a Masters Degree in Public Administration from Rutgers
University and additional continuing education credits in economic development
from the Universities of Houston and Oklahoma.

James E. Scharf, Sr.: Mr. Scharf is the Chief Information Officer.

Mr. Scharf has many years experience leading teams to set benchmarks in
application engineering and project management on large governmental software
R&D projects. In addition, Mr. Scharf was part of the management that developed
a client-server based legacy-code wrappering system with graphical interface
enabling the growth of a start-up service company. Mr. Scharf was also a key
leader for the re-engineering of major relational database schema for improved
efficiency and reliability administration of TCP/IP network with multiple UNIX
servers and over 50 clients, and the development of document auto-generating
programming software and system methodology that cut overall test program
generation and quality control time 50% and more than doubled overall quality
and customer satisfaction.

Mr. Scharf is a member of IEEE and has served with the International Test
Conference (1982-1987) on the Steering Committee, and Arrangements Chair. Her
served on the Technical Paper Reviewer for Design Automation Conference
(1988-1994). He worked with DATPG WAVES technical committee defining data
transport specification (1989-1990) and he was Racal-Redec's representative to
Design and Test Alliance, steering Committee (1992-1993). Mr. Scharf's article,
Boundary Scan and JTAG Testing: Challenges to ATPG Evaluation was published in
the "Engineering Magazine" of May 1992.

Mr. Scharf received a Bachelor of Electrical Engineering, Cum Laude, from the
University of Detroit. Additionally, he as formal training in Schlumberger
GACTOR ATE and VHDL simulation. He attended Management Effectiveness and Team
Building (AMA), and Confident Communicators-Speechcraft.

Richard G. Schoon: Mr. Schoon has served as a Director, Vice Chairman of the
Board, Senior Vice President and Secretary and is also the Chairman of the
Compensation Committee since February 1994.

Mr. Schoon is currently Senior Vice President and Practice Leader for the
Partnership Group, management consultants, a position he assumed on July 1,
1994. From 1981 to 1994 he was President and Chief Executive Officer of the
Newark Chamber of Commerce and was responsible for the total operation of the
Chamber.

Mr. Schoon is currently, and has been for the past ten years, a Commissioner and
Chairman of the Finance Committee of the New Jersey Water Supply Authority and a
member of the Executive Committee of the Newark Economic Redevelopment
Corporation. He is past Chairman of the World Trade Week Committee of the Port
Authority of New York and New Jersey and a Consultant to the Regional Business
Partnership of the Chamber of Commerce of the Metro Newark Region.

Mr. Schoon is a graduate of Buena Vista College and the Academy for Organization
Management at the University of Notre Dame.

Captain David S. Steiner: Captain Steiner holds the position of Senior
Vice-President of Marine Operations.

Captain Steiner is licensed as a Master and a First Class Pilot of steam and
motor vessels. In Hawaii, he is licensed as a Radar Observer (Unlimited).
Captain's experience includes: Director of Training at Sandy Hook Pilots'
Association (1994-1995); as an American Maritime Officer as foreign and
coastwise (as master since 1985, including: USNS Altair, M/V Buffalo Soldier;
OIC USNS Maury). (1973-1994); Military Sealift Command, Atlantic (MSCLANT) Force
Readiness Officer (1989-1990); Atlantic Jetstream, Director of Marine
Operations: Jetfoil Ferry (1984-1985); Insurance Company of North American
(INA), Marine Surveyor (1972-1973).


<PAGE>

Captain Steiner holds a BS in Marine Transportation from SUNY Maritime College.
He has served as an instructor in the US Navy: basic/advanced shipboard fire
fighting, air capable ship, small arms, shipboard/workcenter. He also was a
member of the Helo Fire Fighting Team-Foam Generation and he has experience in
the operation and care of helicopters. He was responsible for control of bulk
petroleum, hazardous material and shipboard hazardous waste.

Captain Steiner is a member of The Council of American Master Mariner, Fort
Schuyler Alumni Association, Society of Naval Architects and Marine Engineers,
Society of Marine Consultants, Nautical Institute, NY/NJ Dredging Forum,
Containment Workgroup, USS NJ Battleship Society, NAVSAC, MERPAC, American
Pilots Association, NY and NJ State Board of Pilot Commissioners, United NY/NJ
Sandy Hook Pilots Association.

ITEM 10. EXECUTIVE COMPENSATION

Compensation of Officers and Directors

No cash compensation has been paid by the Company to any of its officers and/or
directors. It is not anticipated that officers and/or directors will receive
direct cash compensation until such time as there is adequate funding to pay
such compensation. There are no bonus plans, stock option plans or any other
form of incentive compensation plans in effect at this time.

It is planned to establish a comprehensive plan for executive compensation that
will become effective with the execution of agreements for the start of
Intermodal operations and/or the sales of equipment.

Compensation of President and Chief Executive Officer

Victor E. Holmkvist, President and Michael T. Gasparik, Chief Executive Officer,
presently serve without either direct compensation or any form of incentive
compensation.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                       Long Term Compensation
                             Annual Compensation                           Awards              Payouts
   (a)                   (b)       (c)      (d)       (e)              (f)        (g)       (h)      (i)
Name and Principal                                Other Annual     Restricted Options       LTIP    Other
Position                Year     Salary    Bonus  Compensation    Stock Award   SARs(#)   Payouts   Comp
---------               ----     ------    -----  ------------    -----------   -------   -------   ----
<S>                     <C>      <C>       <C>    <C>             <C>           <C>       <C>       <C>
Michael T.              2000       $0       $0         $0              None       None     None     None
Gasparik
Chairman                1999       $0       $0         $0              None       None     None     None
of the
Board,                  1998       $0       $0         $0              None       None     None     None
CEO &
CFO                     1997       $0       $0         $0              None       None     None     None
</TABLE>

                       AGGREGATED 1998 OPTION GRANT TABLE

The Company does not have any option programs for executives at this time.

                       AGGREGATED OPTIONS EXERCISED TABLE

There are no outstanding options that could be exercised at this time.


<PAGE>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information with respect to the share ownership
as of the date of this filing of the Company's common stock by its officers and
directors., both individually and as a group, and by the present record and/or
beneficial owners of more than 5% of the outstanding amount of such stock:

         NAME                      Number of shares       Percentage of shares
                                        Owned                    Owned

Michael T. Gasparik                   7,405,609                 87.08%
37 Bryden Place
Ridgewood, NJ 07450
Director
Chairman of the Board,
Chief Executive Officer

Richard Schoon                         25,000                    0.29%
73 Hull Street
Wakefield, RI 02879
Director
Vice Chairman of the Board,
Senior Vice President and
Secretary

Marcial E. Robiou                      10,000                    0.12%
498 Fairview Ave.
Cedar Grove, NJ 07009
Director
Chief Financial Officer

Victor E. Holmkvist                    10,000                    0.12%
97 Svenski Road
Montgomery, NY 12549
Director
President

Antonio Mellone                          0
111 University Drive
Lincroft, NJ 07738

Martin C. Rewoldt                        0
12374 Marcel Lake Estates
Dingmans Ferry, PA 18328

James E. Scharf, SR.                     0
16 Carlton Road
Flanders, NJ 07836

Captain David S. Steiner                 0
305 Riveredge Road
Tinton Falls, NJ 07724
                                     7,440,609                  87.49%


<PAGE>

(1) 7,500,000 shares of Harbour Intermodal, Ltd. controlled by Michael T.
Gasparik, were registered in the name of Ka-bar Medical, Inc. on Oct. 22,1996 of
which Michael T. Gasparik is beneficial owner. Ka-bar Medical, Inc. is
controlled by Michael T. Gasparik, who is the majority shareholder, Chairman,
Chief Executive Officer and a Director of Ka-Bar Medical, Inc. On July 22, 1997
these 7,500,000 shares were transferred to Michael T. Gasparik.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

The Company is indebted to Ka-bar Medical, Inc. which is solely owned by Michael
T. Gasparik who is also the majority shareholder and Chairman of the Board of
Directors, Chief Executive Officer, President, Treasurer and Director of the
Company. At December 31, 1999 & 2000 the Company owed Ka-Bar $229,268 & $390,673
for advances for rent and operating expenses.

There are no other debts or contractual obligations of the Company. The
transactions are on terms as favorable as would be obtained with unrelated third
parties.

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

(a) Index to Exhibits                Description
         (3)               Articles of Incorporation and By-Laws:
         (3)(i)(a)         Articles of Incorporation*
         (3)(i)(b)         Amendment to Articles of Incorporation **
         (3)(ii)           By-Laws*
         (4)               Instruments defining the rights of security
                                    holders, including indentures:
         (4)(i)(a)         Specimen Form of $.001 par value common stock*
         (4)(i)(b)         Specimen Form of $.01 par value common stock**

         *Incorporated by reference from Form 10-SB, dated November 21, 1994,
          file no. 0-25254.
         ** Incorporated by reference from Form 10-KSB, dated December 31, 1995,
                  SEC File No. 0-25254

(b) Reports on Form 8K

No Form 8-K was filed during the last quarter of the fiscal year covered by this
report.

SIGNATURES:

         Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                           HARBOUR INTERMODAL, LTD.
                                           a Delaware Corporation

                                           /s/ Michael T. Gasparik

Date: May 31, 2001                         BY:   Michael T. Gasparik
                           Chief Executive Officer Director, Chief Accounting
                                 Officer and Chairman, Board of Directors

                                       20

<PAGE>

                            HARBOUR INTERMODAL, LTD.
                          (A Development Stage Company)

                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999


<PAGE>



                            HARBOUR INTERMODAL, LTD.
                            ------------------------
                          (A Development Stage Company)
                          -----------------------------

                           DECEMBER 31, 2000 AND 1999
                           --------------------------

                          INDEX TO FINANCIAL STATEMENTS
                          -----------------------------

                                                             Page
                                                             ----

    Independent Auditors' Report..............................F-2

    Balance Sheet.............................................F-3

    Statements of Operations..................................F-4

    Statements of Stockholder's Equity........................F-5

    Statements of Cash Flows..................................F-6

    Notes to Financial Statements.............................F-7 to F-9

                                       F-1

<PAGE>

                                                          [LOGO OF KINZEL & Co.]

                          [LETTERHEAD OF KINZEL & CO.]

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

The Board of Directors
Harbour Intermodal, Ltd.

We have audited the accompanying balance sheet of Harbour Intermodal, Ltd. (A
Development Stage Company) as of December 31, 2000. We have also audited the
statements of operations, stockholders' equity and cash flows for the two years
ended December 31, 2000 and the statement of operations and cash flows for the
period March 1, 1993 (inception of development stage) to December 31, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Harbour Intermodal, Ltd. (A
Development Stage Company) at December 31, 2000 and the results of its
operations, changes in stockholders' equity and its cash flows for the two years
ended December 31, 2000 and the statements of operations and cash flows for the
period March 1, 1993 (inception of development stage) to December 31, 2000 in
conformity with generally accepted accounting principles.

                                          /s/ Kinzel & Co.
                                          Certified Public Accountants

March 29, 2001




                                       F-2


     195 FAIRFIELD AVENUE, SUITE 1D . WEST CALDWELL, NEW JERSEY 07006-6414
                     Member of AICPA Division for CPA Firms
                    TEL. # 973-226-1430 . FAX # 973-226-1432


<PAGE>


                            HARBOUR INTERMODAL, LTD.
                            ------------------------
                          (A Development Stage Company)
                          -----------------------------

                                  BALANCE SHEET
                                  -------------

                                DECEMBER 31, 2000
                                -----------------

ASSETS
------

Current Assets:
  Cash                                                                 $      6
                                                                       --------

            Total current assets                                              6
                                                                       --------

                                                                       $      6
                                                                       ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------

Current Liabilities:

  Accounts payable                                                     $ 31,526
  Accrued interest (note 3)                                              18,047
  Due to affiliate-current (Note  3)                                     27,106
                                                                       --------

            Total current liabilities                                    76,679
                                                                       --------

Note payable-affiliate (Note 3)                                         175,000

Stockholders' Equity: (Deficiency in Assets)
  Common stock (Notes 2 and 4)
    $.01 par value, 20,000,000 shares
    authorized, 8,504,513 issued and
    outstanding                                                          85,045

  Capital in excess of par value                                         53,955

  Accumulated deficit to
   December 31, 1982 (Note 1)                                           (62,000)
  Deficit accumulated
   during development stage                                            (328,673)
                                                                       --------
    Total accumulated deficit                                          (390,673)
                                                                       --------

          Total stockholders' equity
           (deficiency)                                                (251,673)
                                                                       --------

                                                                       $      6
                                                                       ========

                 See Acompanying Notes to Financial Statements

                                      F-3


<PAGE>


                            HARBOUR INTERMODAL, LTD.
                            ------------------------
                          (A Development Stage Company)
                          -----------------------------

                            STATEMENTS OF OPERATIONS
                            ------------------------

<TABLE>
<CAPTION>

                                                                         Period from
                                     For  the Years Ended               March 1, 1993
                                         December 31,                  (inception of
                                         ------------                development stage)
                                    2000             1999           to December 31, 2000
                                    ----             ----           --------------------
<S>                             <C>               <C>               <C>

Income                         $      -0-        $     -0-             $     -0-


Operating expenses:
  General and administrative      16,106            27,050               178,628
  Professional fees                5,738            19,706                93,017
  Rent                             4,000             7,370                38,981
  Interest                        18,047               -0-                 8,047
                               ---------         ---------             ---------

   Net loss during

     development stage         $  43,891         $  54,126             $ 328,673
                                ========         =========             =========

     Net loss per share        $   (.005)        $   (.006)
                               =========         =========

     Weighted average common
       shares outstanding      8,504,513         8,504,513
                               =========         =========
</TABLE>


See Accompanying Notes to Financial Statements

                                      (F-4)

<PAGE>


                            HARBOUR INTERMODAL, LTD.
                            ------------------------
                          (A Development Stage Company)
                          -----------------------------

                        STATEMENT OF STOCKHOLDERS' EQUITY
                        ---------------------------------
<TABLE>
<CAPTION>

                                    Common Stock
                              --------------------       Capital
                              Number                     in excess
                                of                       of par          Accumulated
                              Shares       Amount        value             Deficit           Total
                              ------       ------        ---------         -------           -----
<S>                         <C>           <C>           <C>              <C>              <C>

Balance at Dec 31, 1998     8,504,513     $85,045       $53,955          $(292,656)       $(153,656)

Net loss during development
  stage                            -          -              -             (54,126)         (54,126)
                            ---------     -------       -------          ---------        ---------
Balance at Dec 31, 1999     8,504,513     $85,045       $53,955          $(346,782)       $(207,782)

Net loss during development
  stage                            -          -              -             (43,891)         (43,891)
                            ---------     -------       -------          ---------        ---------

Balance at Dec 31, 2000     8,504,513     $85,045       $53,955          $(390,673)       $(251,673)
                            =========     =======       =======          =========        =========
</TABLE>



                 See Accompanying Notes to Financial Statements

                                       F-5

<PAGE>


                            HARBOUR INTERMODAL, LTD.
                            ------------------------
                          (A Development Stage Company)
                          -----------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
<TABLE>
<CAPTION>



                                                                           Period from
                                        For the Years Ended               March 1, 1993
                                           December 31,                  (inception of
                                           ------------                 development stage)
                                       2000             1999           to December 31, 2000
                                       ----             ----           --------------------
<S>                                 <C>            <C>                 <C>
Cash flows from operating
 activities:

Net loss during development
 stage                               $ (43,891)     $ (54,126)             $ (328,673)

Non-cash items included in
 net loss:
 Increase (decrease) in
  accounts payable                       3,315            917                  31,526
                                     ---------      ---------              ----------
   Cash used in operating
    activities                         (40,576)       (53,209)               (297,147)
                                     ---------      ---------              ----------

Cash flows from financing
 activities:
  Advances from related party              -0-        102,245                 304,268
  Repayments to related party          (27,162)           -0-                (102,162)
  Issuance of capital stock
   for indebtedness to related
   party                                   -0-            -0-                  75,000
  Increase in accrued interest          18,047            -0-                  18,047
  Proceeds from issuance of
   common stock                            -0-            -0-                   2,000
                                     ---------      ---------              ----------
  Cash provided by financing
   activities                           (9,115)       102,245                 297,153
                                     ---------      ---------              ----------

  Decrease in cash                     (49,691)        49,036                       6

Cash, beginning of period               49,697            661                     -0-
                                     ---------      ---------              ----------

Cash, end of period                  $       6      $  49,697              $        6
                                     =========      =========              ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
  Cash paid for interest             $     -0-      $    -0-               $      -0-
  Cash paid for income taxes         $     -0-      $    -0-               $      -0-

SUPPLEMENTAL DISCLOSURE OF CASH FLOW:

  In 1995 the Company issued 7,500,000 shares of common stock in exchange for
  advances from a related party for rent and other services.
</TABLE>


                 See Accompanying Notes to Financial Statements

                                       F-6

<PAGE>

                            HARBOUR INTERMODAL, LTD.
                            ------------------------
                          (A Development Stage Company)
                          -----------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                           DECEMBER 31, 2000 AND 1999
                           --------------------------

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    ------------------------------------------

          Harbour Intermodal, Ltd. is a holding company whose goal is to
          establish a comprehensive regional railroad and railroad car float
          service throughout New York Harbor. The Company plans to be both an
          operator of intermodal services in harbor areas and a supplier of
          major equipment designed for this purpose. The Company proposes to
          expand and augment existing terminal facilities for New York harbor
          carfloat operations to establish a waterborne rail freight network
          with intermodal terminals connecting with CONRAIL, New York
          Susquehanna and Western, Canadian Pacific, Canadian National and the
          Long Island Rail Road.

          The financial statements have been prepared in accordance with the
          provision of Statement of Financial Accounting Standards No. 7 -
          "Accounting and Reporting by Development Stage Enterprise" - which
          requires development stage companies to employ the same accounting
          principles as operating companies.

          The Company will continue as a development stage company until its
          planned principal operations have commenced and there is significant
          revenue therefrom.

          Operations to date have primarily been meetings and negotiations with
          parties who currently own and operate portions of the system,
          potential users of present and expanded services and public agencies
          concerned with the improvement of rail transportation services and the
          development of a business plan.

          In 1993, the Company began its development stage activities. From 1982
          through 1992, the Company was dormant and no transactions were
          recorded on the books. Prior to 1982, the Company operated as
          Controlled Energy Systems, Inc. When operations were terminated, the
          net assets were written off resulting in a charge to the accumulated
          deficit. The accumulated deficit, prior to the new development stage
          activities, has been reported as a separate item in the Stockholders'
          Equity section of the Balance Sheet.

          On October 3, 1995, a subsidiary, HILX Transport, Inc. (HILX) was
          incorporated in New Jersey. There were no transactions for HILX during
          1999 or 2000.

          The preparation of financial statements requires management to make
          estimates and assumptions that affect certain reported amounts and
          disclosures. Accordingly, actual results could differ from those
          estimates.





                                       F-7

<PAGE>


                            HARBOUR INTERMODAL, LTD.
                            ------------------------
                          (A Development Stage Company)
                          -----------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2000 AND 1999
                           --------------------------
                                   (continued)

2.  HISTORY AND BACKGROUND INFORMATION
    ----------------------------------

          The Company was incorporated as Amega Corporation, a California
          Corporation on March 13, 1964.

          On March 30, 1973, the Stockholders amended the Articles of
          Incorporation to change the name of the Corporation from Amega
          Corporation to Controlled Energy Systems, Inc. - A California
          Corporation.

          On October 11, 1974, Controlled Energy Systems, Inc. - A California
          Corporation merged with and into Controlled Energy Systems, Inc. - A
          Delaware Corporation.

          On June 9, 1986, the Stockholders amended the Articles of
          Incorporation to change the name of the Corporation from Controlled
          Energy System, Inc., to Circadian Systems, Inc., and changed the
          authorized number of shares first, from 10,000,000 shares ($0.01 par
          value) to 1,000,000 shares ($0.10 par value) and second, from
          1,000,000 shares ($0.10 par value) to 300,000,000 shares ($0.0001 par
          value).

          On March 31, 1993, the Stockholders amended the Articles of
          Incorporation to change the name of the Corporation from Circadian
          Systems, Inc. to Harbour Intermodal, Ltd. and decreased the number of
          authorized shares from 300,000,000 ($0.0001 par value) to 30,000,000
          ($0.001 par value).

          Effective December 31, 1995, the Company's Board of Directors with the
          consent of the majority shareholder decreased the authorized number of
          shares of the Company's common stock from 30,000,000 share to
          20,000,000 shares and increased the par value from .001 per share to
          .01 per share.

3.  RELATED PARTY TRANSACTIONS AND RENT
    -----------------------------------

          The Company occupies premises owned by Ka-Bar Medical, Inc. (Ka-Bar)
          and incurred annual rent expense of $4,000 for those premises in 2000
          and 1999. Ka-Bar is controlled by Michael T. Gasparik, who is the
          majority shareholder, Chairman, Chief Executive Officer and a Director
          of the Company. At December 31, 2000, the Company owed Ka-Bar $220,153
          for advances for operating expenses, unpaid rent and accrued interest.

          On December 31,1999 the Company also executed a promissory note to
          Ka-Bar which requires the accrual of interest on a quarterly bases at
          the prime rate at the end of each quarter (9.5% at December 31, 2000).
          The note and accrued interest become due on December 31, 2004.

                                       F-8

<PAGE>


                            HARBOUR INTERMODAL, LTD.
                            ------------------------
                          (A Development Stage Company)
                          -----------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2000 AND 1999
                           --------------------------
                                   (continued)

3. RELATED PARTY TRANSACTIONS AND RENT (continued)
   -----------------------------------

          In 1999, the Company also rented office space on a month to month
          basis at the New Jersey Institute of Technology Business Incubator
          Facility for $3,371.

4.  EARNINGS PER SHARE INFORMATION
    ------------------------------

          Per share information is based on the weighted average number of
          shares outstanding for the period.

5. LITIGATION AND SUBSEQUENT EVENT
   -------------------------------

          On June 14, 2000 the Chairman/CEO of the company was charged in
          conjunction with the sweep of alleged stock fraud perpetrators on Wall
          Street. The Chairman/CEO emphatically denied any wrongdoing and
          expressed confidence in the favorable outcome of these proceedings. On
          February 26, 2001 this matter went to trial in The U.S. Federal Court
          for the Southern District of New York City. On March 16, 2001 the Jury
          returned a verdict of Not Guilty on all charges in favor of The
          Chairman/CEO.

                                       F-9