BALANCE SHEET (F-2)

DECEMBER 31, 1998
[S]                                                         [C]
ASSETS

Current Assets:
  Cash 							                      	$661

            Total current assets   	 $661

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities:
  Accounts payable	                  						$  27,294
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		     		          (230,656)
    Total accumulated deficit					            (292,656)

          Total stockholders' equity
           (deficiency)		     				            (153,656)

									           	$   661

[FN]
See Accompanying Notes to Financial Statements
</FN>
[/TABLE]
                                    - 25 -
<PAGE>
<TABLE>
<CAPTION>
                                  (F-3)


                              HARBOUR INTERMODAL, LTD.
                           (A Development Stage Company)

                            STATEMENTS OF OPERATIONS (F3)



									    Period from
									   March 1, 1993
                 					   For the Years Ended	       (inception of
					                       December 31,		          development stage)
					                            1998	       1997	 to December 31, 1998
<S>                              <C>          <C>              <C>

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


Operating expenses:
  General and administrative  25,473	      23,203			        	135,472
  Professional fees		          9,740        7,660   	     			 67,573
  Rent				                     7,611        4,000	        			 27,611

	Net loss during
	development stage		         $ 42,824     $34,863		     	  $  230,656

	Net loss per share          $  (.005)   $ (.004)

	Weighted average common
	shares outstanding	            8,504,513	    8,504,513


<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
                                    - 26 -
<PAGE>


                                    (F-4)

                              HARBOUR INTERMODAL, LTD.
                           (A Development Stage Company)
<TABLE>
<CAPTION>

                        STATEMENT OF STOCKHOLDERS' EQUITY (F4)


                             					  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, 1996		8,504,513		$85,045	   $53,955	  $ (214,969)		$ (75,969)

Net loss during development
  stage					                   -         -  	     	-    	   (34,863	    (34,863)

Balance at Dec 31, 1997		8,504,513		$85,045	  $53,955	  $(249,832)		  $(110,832)

Net loss during development
  stage					                 -   	     		 -  	     -   	   (42,824)	    (42,824)

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

<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>

                                    - 27 -
<PAGE>

                                    (F-5)
<TABLE>
<CAPTION>
                              HARBOUR INTERMODAL, LTD.
                           (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS (F5)

                     		               							       Period from
  									                                        March 1, 1993
		 			                  For the Years Ended	       (inception of
					                       December 31	       	  development stage)
					                         1998	       1997	  to December 31, 1998
Cash flows from operating
 activities:
<S>                           <C>         <C>               <C>
Net loss during development
stage					               $ (42,824)  	$ (34,863)    		$ (230,656)

Non-cash items included in
 net loss:
Increase (decrease) in
  accounts payable		        6,219	       1,600             27,294

Cash used in operating
  activities		           	(36,625)  	  (33,263)	     	  (203,362)

Cash flows from financing
 activities:
Advances from related party 32,750       35,188	         202,023
Repayments to related party  -0-	          -0-	         (75,000)
  Issuance of capital stock
   for indebtedness to related
   party				                 -0-	          -0-		         75,000

  Proceeds from issuance of
   common stock			           -0-	          -0-		          2,000

  Cash provided by financing
   activities         			   32,750    	   35,188   		    204,023

Increase (decrease) in cash(3,855)	        1,925		           661

Cash, beginning of period	  4,516	         2,591		            -0-

Cash, end of period     		$   661	      $  4,516		      $    661
</TABLE>
                                    - 28 -
<PAGE>

                                    (F-6)
<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW:
<S>                           <C>         <C>               <C>
  Cash paid for interest	$    -0-	$     -0-		         $      -0-
  Cash paid for income taxes	 -0-	$     -0-	 	        $      -0-
</TABLE>

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.

See Accompanying Notes to Financial Statements
                                    - 29 -
<PAGE>
                                    (F-7)

                              HARBOUR INTERMODAL, LTD.
                          (A Development Stage Company)

                        NOTES TO FINANCIAL STATEMENTS (F-7)

                            DECEMBER 31, 1998 AND 1997


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.