SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB


                            ANNUAL REPORT PURSUANT TO
           SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


                   For the fiscal year ended December 31, 1999
                         Commission File Number 0-26461


                              SNELLING TRAVEL, INC.
           -----------------------------------------------------------
           (Name of small business issuer as specified in its charter)


                 Colorado                          58-2368425
        ---------------------------             ----------------
        (State of other jurisdiction            (I.R.S. Employer
             of incorporation)                  Identification No.)



                55 Pharr Road, No. A-207, Atlanta, Georgia      30305
                -------------------------------------------------------
               (Address of Principal Executive Offices)      (Zip Code)


        Registrant's telephone number including area code: (404) 841-0111
                                                            --------------


       Securities registered under Section 12(b) of the Exchange Act: None
                                                                      ----

                  Securities registered under Section 12(g) of
                               the Exchange Act:

                          Common Stock, $.001 par value
                          -----------------------------

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

                                  YES  X        NO
                                     -----         -----


 Check if disclosure of delinquent filers in response to Item 405 of Regulation
 S-B is not contained in this form, and no disclosure will be contained, to the
  best of registrant's knowledge, in definitive proxy or information statements
  incorporated by reference in Part III of this Form 10-KSB or any amendment to
                             this Form 10-KSB [X].


         State Issuer's revenues for its most recent fiscal year: $0.00
                                                                  ------

   As of April 10, 2000: (a) 44,225,000 Common Shares, $.001 par value, of the
     registrant were outstanding; (b) approximately 15,225,000 Common Shares
     were held by non-affiliates; and (c) the aggregate market value of the
   Common Shares held by non-affiliates was $1,522,500 based on the last sale
                      of $0.10 per share on April 10, 2000.


<PAGE>


                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                              SNELLING TRAVEL, INC.

                                                                            PAGE

Facing Page
Index

PART I                                                                         1
Item 1.    Description of Business                                             1
Item 2.    Description of Property                                             6
Item 3.    Legal Proceedings                                                   6
Item 4.    Submission of Matters to a Vote of Security Holders                 6

PART II                                                                        6
Item 5.    Market for the Registrant's Common equity and Related
               Stockholder Matters                                             6
Item 6.    Management's Discussion and Analysis of Financial Condition
               and Results of Operations                                       7
Item 7.    Financial Statements                                          F1 - F9
Item 8.    Changes in and Disagreements With Accountants on Accounting
               and Financial Disclosure                                       10

PART III                                                                      10
Item 9.    Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section
               16(a) of the Exchange Act                                      10
Item 10.   Executive Compensation                                             11
Item 11.   Security Ownership of Certain Beneficial Owners and Management     12
Item 12.   Certain Relationships and Related Transactions                     12

PART IV                                                                       13
Item 13.   Exhibits and Reports on Form 8-K                                   13

SIGNATURES                                                                    14

EXHIBIT INDEX                                                                 15


                                       ii



<PAGE>


                                     PART I

This Annual Report on Form 10-KSB contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,  or Section 21
E of the Securities Exchange Act of 1934, as amended,  or subsequent  expansions
or  replacements  of such sections,  including  information  with respect to the
Company's plans and strategy for its business.  For this purpose, any statements
contained  herein that are not statements of historical fact may be deemed to be
forward-looking   statements.   Without   limiting  the  foregoing,   the  words
"believes,"  "anticipates," "plans," "estimates," "feels," "expects" and similar
expressions  are intended to identify  forward-looking  statements.  There are a
number of  important  factors that could cause  actual  events or the  Company's
actual results to differ materially from those indicated by such forward-looking
statements.  These factors include,  without  limitation,  those set forth below
under the  caption  "Factors  That May Affect  Future  Results"  included  under
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" in Part II of this Annual Report on Form 10-KSB.


ITEM 1: Description of Business

         History and Organization.
         -------------------------

Snelling  Travel,  Inc. (the "Company") is a Colorado  corporation  organized on
December 15, 1997. The Company was organized to develop and operate an adventure
travel business through the efforts of one of its founders, Rollins C. Snelling,
Jr.  The  Company  is in the  development  stage  and has no  revenue  to  date.
Activities  since  inception  have  been  limited  to  organizational   efforts,
obtaining  financing,  developing the Company's  business plan and designing its
Web site. The Company's executive offices are located at the home of its founder
at 55 Pharr Road, Suite A-207,  Atlanta,  Georgia 30305. Its telephone number is
(404) 841-0111.

The Company completed its initial capitalization in December,  1998. The Company
raised $52,500 in a private placement exempt from the registration  requirements
of applicable  Federal and state  securities  laws.  Proceeds from that offering
have  been  used for  organizational  and  administrative  expenses,  as well as
working capital for future  operations.  The Company currently has approximately
24 shareholders.

         Narrative Description of Business.
         ----------------------------------

The Company had its genesis in the personal  experience of its founder,  Rollins
Snelling,  Jr.  Mr.  Snelling,  a  former  professional  ski  racer  and  travel
consultant,  conceived  the business  plan based on a love of  adventure  travel
developed prior to organization of the Company.  The business plan, discussed in
more  detail  below,  is to offer  adventure  travel,  including  ski and diving
excursions, to groups of upper-income individuals. The business plan is premised
in part on the  World  Wide Web  ("Web")  as a means of  marketing  to  affluent
individuals perceived to be the Company's market. As of the date of this filing,
the Company remains in the development  stage, with no revenue and one employee.
Revenue of the Company in the future will depend substantially on the success of
its  marketing  plan.  There is no  assurance  that the Company will develop its
business plan to the point that it can operate  profitably or be  competitive in
the travel industry.


                                       1

<PAGE>


The  Company  currently  operates  a site on the Web at  www.snellingtravel.com.
Since completion of a private placement in December,  1998,  efforts to complete
the Web site and implement the Company's marketing plan have accelerated.  These
efforts have  continued  throughout  1999.  Visitors to the Web site are given a
brief  description  of the  Company and teasers  describing  prospective  travel
excursions for skiing and diving activities.  Prospective clients are encouraged
to contact the Company's office for additional details on available services.

Currently in process are efforts to link the Company  from  various  directories
maintained  by  third-parties  on the Web.  These  directories  would  encourage
interested  individuals  to visit the  Company's  Web site for skiing and diving
travel  information.  Toward  that  end,  representatives  of  the  Company  are
currently developing banner  advertisements on additional Web sites in an effort
to  increase  traffic  to the  Company's  Web site.  Management  perceives  such
marketing on the Web to be an  economical  source of promotion for the Company's
service,  although  there is no assurance such efforts will result in revenue or
profit to the Company.

The Company's sole employee is Mr. Snelling. Hiring of additional employees will
be  dependent  on response to the  Company's  marketing  and  promotion  and the
availability  of  working  capital.  As  the  sole  employee,  Mr.  Snelling  is
responsible  for overseeing the  development of the Company's Web site and links
through Web directories, as well as all operations. Mr. Snelling's experience in
the travel industry as an agent and sales associate are the basis for developing
and  implementing  future tours.  As of the date of this filing,  the Company is
awaiting its first booking.

         Recent Events.
         --------------

In  December,  1999,  the  Company  executed  an  Agreement  and Plan of  Merger
("Agreement") with Plus Solutions,  Inc. ("Plus"),  a private Texas corporation.
The  Agreement  contemplated  a merger of Plus with the  Company,  such that the
Company  would be the  surviving  entity.  Plus was  engaged  in  developing  an
e-commerce solution for business applications.  Management of the Company viewed
the proposed  merger as a means of  participating  in the burgeoning  e-commerce
industry.

In January,  2000,  representatives  of the Company were  notified that Plus had
terminated the Agreement. Subsequently, the Company communicated with Plus in an
effort to resolve the issues raised in the notice of termination.  However, such
efforts  were  unsuccessful.  In February,  2000,  the Company  received  notice
repeating  the  decision  of Plus  to  terminate  the  Agreement.  As a  result,
management of the Company does not believe this transaction will be completed.

In  conjunction  with the  proposed  merger,  the  Company  declared  a 29 for 1
dividend of its common stock to all shareholders of record December 15, 1999. As
a result,  and following  distribution  of the dividend  stock,  the Company had
outstanding 44,225,000 shares of common stock. All references to common stock in
this Report have been retroactively restated to reflect the dividend.

With regard to the dividend,  notice was promptly provided to representatives of
the National Association of Securities Dealers, Inc. ("NASD"),  the agency which
reports  trading in securities,  and the Company's  transfer  agent.  It was the
Company's  intention  that the  dividend be  effective  immediately  for trading
purposes,  as the notice to NASD stated.  Despite the fact that a 10-day advance
written notice was not given, representatives of the NASD raised no objection to
the dividend in communication with the Company.

Following  the  announcement  of the merger and dividend,  the Company's  common
stock realized an increase in trading volume.  According to certain shareholders
and  brokers,  they  traded  common  stock  as if  the  dividend  was  effective
immediately.  The NASD noticed the  ex-dividend  date as December 22, 1999. As a
result of the notice by the NASD,  stock  trading on or after  December 16, 1999
and before  December  22, 1999 was treated as  pre-split  stock.  This  required
shareholders  selling  during  that  time to  deliver  post-dividend  stock  and
afforded purchasers what appeared to be a windfall.

In an effort to address this situation, representatives of the Company contacted
the NASD and requested  reconsideration  of its decision to set the  ex-dividend
date as December 22. Through a ruling of a standing committee of the Division of
Market  Regulation  of NASD,  the Company's  request was denied.  Notice of that
decision was provided to the market via press release dated January 10, 2000.


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


                                       2
<PAGE>


The  Company's  business  plan is  premised  on  management's  perception  of an
increased  interest in sports and adventure travel as a means of recreation.  In
the opinion of management,  traditional  vacations centered around  sight-seeing
activities  are being  replaced by a desire to experience a trip through  active
participation.  This trend  appears  related  to the aging of the "baby  boomer"
generation,  their  active  life style and an  increase  in  disposable  income.
Management  hopes to take  advantage  of this trend,  coupled  with the Web as a
means of marketing  and  promotion,  to attract  clients for its travel  related
services.

The Company has  commissioned no formal market or feasibility  study with regard
to its plan of  operation.  Rather,  its strategy is  predicated on the personal
experience  of one of its  founders,  Mr.  Snelling.  Mr.  Snelling has traveled
extensively throughout the United States and portions of the Western hemisphere,
both  personally  and  professionally,  and brings a wealth of experience to the
Company.  Mr.  Snelling  hopes  to  bring  that  experience  to the  benefit  of
prospective clients of the Company.

Although the sports and  adventure  travel  business is  extremely  competitive,
management  of the  Company  hopes  to  differentiate  its  service  in  several
different ways. First, Mr. Snelling brings personal experience to the skiing and
diving recreation industry.  Based on that experience,  he possesses familiarity
with numerous geographic locations suited to those forms of recreation and local
amenities which can be passed to prospective clients of the Company. Second, the
Company intends to provide experienced guides on most of its trips. Mr. Snelling
himself  may act as guide for early  bookings.  If  activities  increase  as the
Company's  business plan envisions,  additional  guides will be retained through
the contact of Mr.  Snelling.  These guides will be experienced in the sport for
which  the trip is  designed,  although  it is not  anticipated  they  will have
special first aid or other public safety  training.  Such guides will be charged
with the duty of assuring the  comfort,  safety and  enjoyment of the  Company's
clients, including providing up-to-date local conditions and required equipment.
This guided  service  may also  encourage  individuals  otherwise  unwilling  to
participate in such activities to experiment on the trip.

The Company  proposes to organize,  market and operate  excursions and vacations
involving  sports and  adventure as its sole  objective.  Initially,  management
intends  to limit its  excursions  to two areas of  specialty,  including  scuba
diving/snorkeling  and snow skiing.  This will allow the Company to avail itself
of the  experience  and expertise of Mr.  Snelling in those  sports.  If initial
travel  offerings  prove  successful,  the  Company  may  broaden its service to
include other forms of adventure,  such as rafting or cycling. While no specific
tours have not yet been designed,  management  anticipates initial  destinations
will  include  areas in the United  States,  Canada,  Mexico and the  Caribbean.
Diving destinations will likely include Florida, Mexico and the Caribbean, while
skiing will be focused in Colorado,  Utah,  California and Vermont. Mr. Snelling
has personal  contacts  within the resorts in those areas on which he intends to
rely in organizing  trips on behalf of  prospective  clients.  In addition,  Mr.
Snelling  has been  invited  to  various  locales  by the  respective  Boards of
Tourism,  including  the Cayman  Islands,  the Bahamas and  Jamaica,  to preview
locations, accommodations, guides and outfitters. It is this direct knowledge of
the locales,  the options and services  offered,  the personal  contacts  within
those areas and the  relationships  with the Boards of Tourism  that the Company
hopes will allow it to successfully plan appropriately  tailored  excursions and
vacations.

Due to the Company's perceived primary market of upper-income individuals, trips
designed  for this market group may be  finalized  immediately  prior to desired
departure  in an effort  to  afford


                                       3
<PAGE>



participants  optimal conditions at their destination.  For example, the Company
will monitor snow conditions in the Western and Northeastern  part of the United
States to avail  potential  clients of optimum  conditions for snow and weather.
Ocean  conditions  will be  monitored  along the  Atlantic and Gulf of Mexico to
determine  optimal sites for diving  adventure.  Such attention will prove labor
intensive,  especially in view of the  Company's  limited  personnel  resources,
although management hopes such service will differentiate the Company from those
of its  competitors.  Management  does not perceive  the extra cost  potentially
associated  with such last  minute  scheduling  to be an obstacle in view of the
target market for its service.

In addition to locating and  monitoring of potential  destinations,  the Company
will  assist  potential  clients in  reserving  travel and  lodging,  as well as
specific  recreational  activities.   Mr.  Snelling's  experience  as  a  travel
consultant will assist in locating  suitable flight and lodging  information for
individual  participants.  Relationships  with local guides will be developed if
the Company's business grows. The Company will also assist in traditional travel
agent  responsibilities,  including ground transportation,  meals and amenities.
Due to the recent  efforts to  organize  the  Company and the lack of a specific
operating  model,  management  is unable to predict with any degree of certainty
when or what magnitude of revenue to expect in the future.  However,  management
believes  that revenue and profit will  ultimately  depend on the success of the
Company's marketing plan and specifically, its advertising on the Internet.

         Marketing and Advertising.
         --------------------------

The Company's initial marketing plan is premised  primarily on the Internet as a
means of attracting  potential clients.  The Company's sole means of advertising
at present is the  maintenance of a site on the Web.  Further,  the  information
available at that site is limited to general  information  about the Company and
teasers  for  skiing  and  diving  adventures.  With the  proceeds  of a private
placement,  management  hopes to expand the scope and content of its Web site to
include  specific  description of available  trips.  However,  those efforts are
purely developmental as of the date of this filing.

Another means of potential  marketing  envisioned by the Company is  advertising
through  directories  on other  Internet  sites.  The Company may develop banner
advertisement  bearing  its  name and a brief  description  of its  service  for
placement  on  Web  sites  maintained  by  independent   third  parties.   These
directories may provide listing of specific travel  adventure  companies,  their
products and services to  individuals  with access to the Web. In recent  years,
the use of the  Internet  as a  marketing  medium  by  companies  in the  travel
industry has increased dramatically.  Consumers can now obtain site information,
as well as  airline,  lodging  and other  travel  related  services  from a wide
variety  of sites on the Web.  To  increase  potential  traffic to its Web site,
management has placed banners on related Web sites to direct  individuals to the
Company's Web site.

The Company also hopes to market its service through  personal  presentations to
travel  related  groups.  Initially  Mr.  Snelling,  and  later,   circumstances
permitting, other representatives of the Company, will make weekly presentations
to groups consisting of sporting clubs, ski clubs,  tennis clubs,  country clubs
and other potential sources of clients.  Such  presentations will be designed to
acquaint  participants  with information  about various  sporting  activities in
general, as well as the Company's services specifically.


                                       4

<PAGE>


Depending  on  the  success  of  these  limited  efforts,  and  working  capital
permitting,  the Company may engage in more  traditional  means of marketing and
advertising.  Such means may include newspaper and magazine advertising,  direct
mail and telemarketing. Management also hopes, based on the perceived quality of
the services offered by the Company,  that a major source of its clients will be
personal referrals from earlier clients.

The travel  industry  is  intensely  competitive  and margins  generally  small.
Accordingly, the Company's future success depends in large part upon its ability
to identify and adequately  penetrate the market for its service.  Virtually all
of the Company's competitors have larger budgets for marketing,  advertising and
promotion. The Company is at a competitive disadvantage with regard to personnel
and financial  resources vis a vis other  participants  in the travel  industry.
(See - "Competition" below.)

         Competition.
         ------------

Competition  in the travel  industry is intense.  Potential  competitors  of the
Company include traditional travel agencies,  airlines, travel clubs, hotels and
resorts.  In 1992,  the United States Bureau of the Census  estimated that there
were over 70,000  entities which operated in the travel  industry for the entire
year, of which  approximately  28,000 were travel  agencies.  In excess of 4,000
entities claimed to be tour operators.  Management  believes that the Company is
at a competitive  disadvantage with regard to most of these entities with regard
to personnel  and financial  resources.  This  disadvantage  may increase in the
future as a result of consolidations occurring within the industry, resulting in
larger and larger  entities  with greater  economies of scale and  personnel and
financial  resources.  The  Company  was only  recently  organized,  has limited
capitalization and no revenues to date.

The Company will also be at a competitive  disadvantage,  as it does not control
any  travel  or  lodging  services.   Management  believes  airlines  can  offer
discounted fares to large groups through advance booking  discounts.  Hotels and
motels can offer packages in  conjunction  with airlines and other local service
providers.  As the Company will offer strictly consulting and guide services, it
may be at a  competitive  disadvantage  with  regard  to these  other  entities.
Because  of its  primary  aim of  providing  optimal  conditions  for  adventure
excursions,  the Company generally will not be able to take advantage of advance
booking discounts.

The Company's  business plan  contemplates  competing  with these other entities
through personal service and the experience of its founder. The Company hopes to
provide   individual  guides  to  most  or  all  of  its  excursions  to  assist
participants in fully  appreciating  the service  offered by the Company.  It is
anticipated  that  the  guides  will be  versed  in  local  weather  and  travel
conditions.  Although such personal  service will be more costly to provide than
the service of the Company's competitors,  management believes this service will
serve to  distinguish  the  Company.  However,  the Company has yet to prove the
success of its concept.

         Employees.
         ----------

The Company  currently  has one  employee,  its  President  and Chief  Executive
Officer.  Mr. Snelling currently devotes  approximately 10 hours per week to the
affairs of the Company.  One other individual serves in an executive capacity as
vice  president and  secretary,  although he devotes only a minor portion of his
time to the Company and is not an  employee.  The Company


                                       5

<PAGE>


may retain additional employees, either full-time or part-time, in the future as
the needs of its business dictate and working capital permits.

The Company also retains the services of  independent  consultants  for specific
projects  related to its business.  The Company  currently  contracts with a Web
designer to assist in  perfecting  its Web site.  The Company  also  retains the
services of legal and accounting  firms to assist in the  preparation and filing
its quarterly  and annual filing  requirements.  Additional  consultants  may be
retained in the future.

         Facilities.
         -----------

The Company's executive offices are currently located at the home of its founder
in Atlanta, Georgia. Such space consists of approximately 300 square feet and is
utilized  primarily  for  administration  and  receiving  calls  related  to the
Company's  business.  The Company  occupies this space on a rent-free basis, but
expenses of $100 per month have been expensed on its financial  statements based
upon  the  estimated  fair  market  value  of  the  facilities  provided  by the
shareholder.


ITEM 2: Description of Property

The Company  owns no real  property as of the date of this  filing.  The Company
leases its executive and  administrative  offices  pursuant to a  month-to-month
arrangement with the landlord. However, management deems such arrangements to be
adequate for the Company's needs for the foreseeable future.


ITEM 3: Legal Proceedings

The  Company  is not aware of any other  material  pending or  threatened  legal
proceedings against the Company or its officers and directors.


ITEM 4: Submission of Matters to a Vote of Security Holders

There were no matters  submitted to a vote of the security holders in the fourth
quarter of 1999.


                                     PART II


ITEM 5:  Market  for the  Registrant's  Common  Equity and  Related  Stockholder
         Matters

The  following  table shows the range of high and low bids for our common  stock
during the past fiscal year as reported by the National  Quotation Bureau,  LLC.
The common stock has traded  over-the-counter  since  approximately  October 25,
1999 and is currently quoted in the OTC Bulletin Board. The quotations represent
prices between dealers, do not include retail mark-up,  mark-down or commission,
and may not necessarily represent actual transactions.





                                       6

<PAGE>

         Fiscal Quarter Ended        High               Low
      --------------------------   ---------          --------
                1999
         December 31               $ 5.875(1)         $ .10

                2000
         January 1 - March 31        4.25               .0775

     (1)  The Company's stock dividend was deemed effective for trading purposes
          December 22, 1999 by the NASD.

There are 24 holders of the Company's  common stock, not including those persons
who hold their  securities  in "street  name." The Company has not paid any cash
dividends on its Common Stock since its inception.  The Company does not foresee
that the Company  will have the ability to pay a dividend on its common stock in
the year ended December 31, 2000.  Payment of future dividends,  if any, will be
at the  discretion  of the Board of  Directors  after  taking into  account such
factors  as  our  financial  condition,   results  of  operation,   current  and
anticipated cash needs and plans for expansion.


ITEM 6: Management's  Discussion and Analysis of Financial Condition and Results
        of Operations


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

The  Company's  plan  of  operation  contemplates  the  design,   marketing  and
implementation of sport and adventure travel programs.  Revenues are anticipated
to be generated  through fees paid by clients to the Company,  which may include
commissions,  fees or mark-ups  payable to the  Company.  Commissions  and other
charges  payable to the  Company  will be  determined  on a  case-by-case  basis
depending upon such things as cost of service,  travel  destination and relative
demand for travel during requested time.

Capital required by the Company for commencement of operation  includes expenses
anticipated in connection with further  development of its Web site,  additional
marketing  expenses,  general  and  administrative  expenses  and direct  travel
program costs.  Management has designed the Company's business plan in an effort
to preserve its limited capital. Accordingly,  marketing costs will be kept to a
minimum through  advertising  primarily on the Web.  Administrative  overhead is
also low, as the Company's sole employee  presently serves without  compensation
and the Company occupies office space on a rent-free basis.  Expenses  therefore
include general office expenses such as courier charges, telephone and supplies,
together with Internet  access fees.  Start-up  expenses will also include legal
and accounting  fees payable in connection  with the  preparation  and filing of
reports with the Securities and Exchange Commission.

A substantial  portion of the Company's cash  requirements will involve deposits
for travel  bookings made on behalf of its clients.  In an effort to defray such
expenses,  management  anticipates requesting deposits from its clients prior to
booking.  Management believes such practice is common in the travel business and
will allow the Company to operate with reduced cash  requirements.  A portion of
the fees due in connection  with booking an excursion will be payable in advance
with the balance due and payable a short period prior to departure.

Management has little or no basis to predict  revenue or  profitability  for the
current  fiscal year.  Results of operation will depend in part upon the success
of the Company's marketing and


                                       7

<PAGE>

promotion, as well as general economic conditions in the United States, currency
exchange values and continued demand for travel services in general.  Due to the
absence of an operating history, management is unable to predict with any degree
of certainty the market for its service.

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

         December 31, 1999

At December 31, 1999, the Company had working capital of $25,682,  consisting of
$27,817  of  current  assets  and  $2,135  of  current   liabilities.   A  stock
subscription  receivable  existing at December 31, 1998 was paid during the year
ended  December 31,  1999.  The  Company's  financial  condition  did not change
significantly from December 31, 1998 to December 31, 1999.

During the year ended December 31, 1999, the Company used approximately  $24,500
of cash.  The Company spent a minor portion of its cash on  operations.  Most of
the cash that was  expended  was in  connection  with  filing  of the  Company's
Registration Statement with the SEC. Since the only existing commitment for cash
includes fees and expenses  payable in  connection  with filing of the Company's
annual and quarterly reports, management estimates a substantial portion of such
working capital will be available for operations. Based on the Company's current
business plan,  management  estimates that such capital and liquidity  should be
sufficient for the Company's needs until June 30, 2000. Thereafter,  the Company
will be dependent  on obtaining  additional  financing  from outside  sources or
generating revenue and profit from operations to continue as a going concern.

Additional  needs for liquidity  include  payment of general and  administrative
expenses,  as well as  prepayment  of  travel  excursions  by the  Company.  Any
additional  financing required will likely be sought from equity or private debt
financing.  However,  management  has no current  plans or  commitment  for such
funding. Management does not believe the Company is a candidate for conventional
debt financing, as the Company's operations are extremely limited and few assets
exist to collateralize any indebtedness.

         Results of Operation
         --------------------

During the year ended  December  31,  1999,  the Company  realized a net loss of
$33,926 on no  revenues.  During the prior year ended  December  31,  1998,  the
Company had not  undertaken  any activity and  accordingly,  experienced  little
expense.  During 1999,  significant  expenses include  professional  services in
connection with the preparation and filing of a Registration  Statement with the
SEC and $6,000 of accrued  expense  for officer  compensation.  Both the officer
compensation and rent are non-cash expenses, as the Company's president provides
service and office space without charge. It is anticipated that the Company will
continue to incur losses until such time, if ever, the Company can  successfully
implement its business plan and achieve profitability.


         December 31, 1998

At December 31, 1998, the Company had working capital of $52,408,  consisting of
$52,508 of  current  assets and $100 of  current  liabilities.  Working  capital
acquired by the Company  through  December 31, 1998  consisted  primarily of the
proceeds of a private stock offering and a stock



                                       8

<PAGE>


subscription  receivable.  The Company sold an aggregate of 15,225,000 shares of
Common Stock for cash of $51,000 and a stock  subscription for $1,500 to a small
group of investors pursuant to exemptions from the registration  requirements of
the Securities Act and applicable  state  securities  laws. The proceeds of that
offering  represent  substantially  all of the  Company's  capitalization  as of
December 31, 1998. Prior to that date, the Company had issued  29,000,000 shares
of Common Stock to its two founders for services  rendered to the Company valued
at $1,000.


ITEM 7:  Financial Statements

The  Company's  financial  statements  for the fiscal years ending  December 31,
1999, and 1998 are included herein and consist of:

    Index to financial statements                          F-1
    Independent Auditors' Report                           F-2
    Balance Sheets                                         F-3
    Statements of Operations and Deficit                   F-4
    Statements of Stockholders' Equity (Deficit)           F-5
    Statements of Cash Flows                               F-6
    Notes to Financial Statements                    F-7 - F-9



                                       9

<PAGE>








                              SNELLING TRAVEL, INC.

                          (a development stage company)

                        I. INDEX TO FINANCIAL STATEMENTS

A.                                                                          Page

Independent Auditors' Report                                                F-2

Balance sheet as of December 31, 1999                                       F-3

Statements of operations for the years ended December 31, 1999 and
   1998 and for the period December 15, 1997 (inception) through
   December 31, 1999                                                        F-4

Statement of stockholders' equity for the years ended December 31,
   1999 and 1998 and for the period December 15, 1997 (inception)
   through December 31, 1997                                                 F-5

Statements of cash flows for the years ended December 31, 1999 and
   1998 and for the period December 15, 1997 (inception) through
   December 31, 1999                                                         F-6

Notes to financial statements                                          F-7 - F-9




                                       F-1

<PAGE>




                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Snelling Travel, Inc.
Atlanta, Georgia

We have audited the  accompanying  balance  sheet of Snelling  Travel,  Inc., (a
development stage company),  as of December 31, 1999, and the related statements
of  operations,  stockholders'  equity,  and cash flows for the year then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.  The financial  statements of Snelling  Travel,  Inc. for the year
ended  December 31, 1998 and the period  December 15, 1997  (inception)  through
December 31, 1997,  were audited by other  auditors whose report dated March 29,
1999, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting  principles  used and the overall  financial  statement
presentation.  We believe  that our audit  provides 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 Snelling  Travel,  Inc. (a
development  stage  company)  at  December  31,  1999,  and the  results  of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
generally accepted accounting principles.

                                                       HORTON & COMPANY, L.L.C.



Wayne, New Jersey
March 24, 2000

                                       F-2


<PAGE>


                              SNELLING TRAVEL, INC.
                          (a development stage company)

                                  BALANCE SHEET

                                December 31, 1999


                                     ASSETS

Current assets:
   Cash                                                         $   27,817
                                                                -----------

               Total current assets                             $   27,817
                                                                ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                             $    2,135
                                                                -----------

               Total current liabilities                             2,135
                                                                -----------

Stockholders' equity:
   Common stock, $.001 par value
      100,000,000 shares authorized,
      44,225,000 shares issued and outstanding                      44,225
   Additional paid-in capital                                       16,475
   Deficit accumulated during the development stage                (35,018)
                                                                -----------

               Total stockholders' equity                           25,682
                                                                -----------

               Total liabilities and stockholders' equity       $   27,817
                                                                ===========



                        See notes to financial statements

                                       F-3


<PAGE>


<TABLE>
<CAPTION>
                              SNELLING TRAVEL, INC.
                          (a development stage company)

                            STATEMENTS OF OPERATIONS

                                                                                    December 15, 1997
                                                                                       (inception)
                                                  Year ended December 31,                through
                                            ----------------------------------      December 31, 1999
                                                   1999              1998
                                            ----------------    --------------     -------------------

<S>                                         <C>                 <C>                <C>
Revenue                                     $          -        $     -            $       -
                                            ----------------    --------------     -------------------
Operational expenses:
    Professional services                            19,909           -                        20,909
    Stock transfer                                    2,843           -                         2,843
    Filing fees                                       1,770           -                         1,770
    Officer compensation                              6,000           -                         6,000
    Rent                                              1,200           -                         1,200
    Website design                                    1,933           -                         1,933
    Travel                                              249           -                           249
    Office                                               22                92                     114
                                            ----------------    --------------     -------------------

                                                     33,926                92                  35,018
                                            ----------------    --------------     -------------------

Net loss                                    $       (33,926)    $         (92)     $          (35,018)
                                            ================    ==============     ===================


Basic loss per share                        $        (0.001)    $      (0.000)     $           (0.001)
                                            ================    ==============     ===================

Weighted average shares outstanding              44,225,000        29,667,397              36,796,673
                                            ================    ==============     ===================

</TABLE>


                        See notes to financial statements

                                       F-4


<PAGE>

<TABLE>
<CAPTION>

                              SNELLING TRAVEL, INC.
                          (a development stage company)

                        STATEMENT OF STOCKHOLDERS' EQUITY

                        Years ended December 31, 1999 and
                    1998 and for the period December 15, 1997
                      (inception) through December 31, 1997

                                                                                                     Deficit
                                                                                                   accumulated
                                                                                 Additional         during the
                                                   Common stock                   paid-in          development
                                            ----------------------------          capital             stage
                                              Shares            Amount
                                            ------------    ------------     ---------------      -------------

<S>                                         <C>             <C>              <C>                  <C>
Stock issued at inception
   (December 15, 1997)                       29,000,000     $    29,000      $    (28,000)        $      -

Net loss                                           -               -                 -                 (1,000)
                                            ------------    ------------     ---------------      -------------

Balance at December 31, 1997                 29,000,000          29,000           (28,000)             (1,000)

Stock issued in connection with private
   placement                                 15,225,000          15,225            37,275                -

Net loss                                           -               -                 -                    (92)
                                            ------------    ------------     ---------------      -------------

Balance at December 31, 1998                 44,225,000          44,225             9,275              (1,092)

Rent and salary contributed by officer             -               -                7,200                -

Net loss                                           -               -                 -                (33,926)
                                            ------------    ------------     ---------------      -------------

Balance at December 31, 1999                 44,225,000     $    44,225      $     16,475         $   (35,018)
                                            ============    ============     ===============      =============

</TABLE>


                        See notes to financial statements

                                       F-5


<PAGE>


<TABLE>
<CAPTION>


                              SNELLING TRAVEL, INC.
                          (a development stage company)

                            STATEMENTS OF CASH FLOWS

                                                                                                  December 15, 1997
                                                                 Year ended December 31,             (inception)
                                                            --------------------------------           through
                                                                1999               1998           December 31, 1999
                                                            -------------    ---------------      -----------------

<S>                                                         <C>              <C>                  <C>
Net loss                                                    $   (33,926)         $    (92)        $  (35,018)
Adjustments to reconcile net loss to net cash
   used in operating activities:
      Stock issued for services                                    -                 -                 1,000
      Rent and salary contributed by officer                      7,200              -                 7,200
      Increase in accounts payable                                2,135              -                 2,135
                                                            -------------    ---------------      -----------------

            Net cash used in operating activities               (24,591)              (92)           (24,683)
                                                            -------------    ---------------      -----------------

Cash flows from financing activities:

   Advances received from (repaid to) shareholders                 (100)              100               -
   Proceeds from issuance of common stock                         1,500            51,000             52,500
                                                            -------------    ---------------      -----------------

            Net cash provided by financing activities             1,400            51,100             52,500
                                                            -------------    ---------------      -----------------

Net increase (decrease) in cash                                 (23,191)           51,008             27,817

Cash, beginning of period                                        51,008              -                  -
                                                            -------------    ---------------      -----------------

Cash, end of period                                         $    27,817      $     51,008         $   27,817
                                                            =============    ===============      =================


</TABLE>








                        See notes to financial statements

                                       F-6


<PAGE>



                              SNELLING TRAVEL, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 1999 and 1998


1.   Summary of significant accounting policies

     This summary of significant accounting policies of Snelling Travel, Inc. (a
     development  stage  company)  (hereinafter  the  "Company") is presented to
     assist in understanding the financial statements.  The financial statements
     and notes are  representations  of the management of the Company,  which is
     responsible for their integrity and objectivity.  These accounting policies
     conform  to  generally  accepted   accounting   principles  and  have  been
     consistently applied in the preparation of the financial statements.

          Use of estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during the period. Actual results could differ from those estimates.

          History and business activity

     On  December  15,  1997,  the Company  was  incorporated  under the laws of
     Colorado.  The  Company's  primary  purpose  is to  engage  in  the  travel
     business,  specializing  in  adventure  travel  within the  United  States,
     Canada, Mexico, and the Caribbean.

     During August 1999,  the Company filed a  registration  statement  with the
     U.S. Securities and Exchange Commission on Form 10-SB,  thereby registering
     its common stock under the  Securities and Exchange Act of 1934, as amended
     ("34 Act").

          Development stage

     The Company is currently in the developmental  stage and has no significant
     operations to date.

                                       F-7


<PAGE>




1.   Summary of significant accounting policies (continued)

          Basic loss per common share

     Basic loss per common share is computed by dividing the net loss applicable
     to common shareholders by the weighted average number of shares outstanding
     during the period. Diluted loss per share amounts are not presented because
     they are anti-dilutive.

          Reclassifications

     Certain  accounts  in  the  prior  year  financial   statements  have  been
     reclassified  for comparative  purposes to conform with the presentation in
     the current year  financial  statements.  These  reclassifications  have no
     effect on previously reported income.

2.   Stockholders' deficit

          Stock dividend

     During    December   1999,   the   Board   of   Directors    authorized   a
     twenty-nine-for-one  dividend of the Company's  common stock. The Company's
     capital  structure,  including all  references to common stock,  additional
     paid-in capital, common shares outstanding,  average number of common stock
     shares outstanding, stock options and per share amounts, have been restated
     for all periods  presented to reflect the stock  dividend on a  retroactive
     basis.

          Common stock

     The  Company  initially  authorized  10,000,000  shares  of $.001 par value
     common stock.  During June 1999, the authorized  common stock was increased
     to 100,000,000 shares.

     In December  1997,  the Company  issued  29,000,000  shares of common stock
     valued at $.001  per  share for  services  rendered  to the  Company.  Such
     services were valued at $1,000.

     In December 1998, the Company  conducted a private placement to sell shares
     of its common  stock on a best  efforts  basis.  The shares of common stock
     contained  in the  offering  were  issued  pursuant  to an  exemption  from
     registration  under  Section  3(b)  and  Regulation  D,  Rule  504,  of the
     Securities Act of 1933, as amended.  In December 1998, the Company had sold
     15,225,000  shares for $52,500.  The Company declared no dividends  through
     December 31, 1999.

                                       F-8


<PAGE>




2.   Stockholders' deficit (continued)

          Preferred stock

     The Company has authorized  10,000,000  shares of $.01 par value  preferred
     stock. The voting powers, rights and preferences of the preferred stock are
     to be  determined  by the Board of Directors  at the time of  issuance.  No
     preferred shares have been issued to date.


3.   Related party events

     An officer of the  Company  loaned  money to the  Company at various  times
     during the year. All such loans were repaid as of December 31, 1999.

     The  Company's  executive  offices are located in Atlanta,  Georgia,  where
     space is provided by an officer of the Company.  During  1999,  the Company
     recorded  rent  expense  of $100 per month for the use of this  space.  The
     amount expensed was contributed by the officer back to the Company.

     During 1999,  compensation  expense for services  provided by an officer of
     the  Company  was  recorded  in the  amount of $500 per  month.  The amount
     expensed was contributed by the officer back to the Company.

4.   Income taxes

     The  Company  accounts  for  income  taxes  using the  liability  method in
     accordance  with  Statement  of  Financial  Accounting  Standards  No. 109,
     "Accounting  for Income Taxes." Under this method,  deferred tax assets and
     liabilities are determined based on differences between financial reporting
     and tax bases of assets and  liabilities and are measured using enacted tax
     rates and laws that will be in effect when the  differences are expected to
     reverse.

     As of December  31,  1999,  the Company has a deferred  tax asset of $7,000
     which  arises  from a net  operating  loss  carryforward  of  approximately
     $35,000. The Company's net operating loss carryforward expires in the years
     2013 and 2014.  Because  of the  uncertainty  of the  Company's  ability to
     generate  taxable  income in the future to utilize the net  operating  loss
     carryforward,  such  deferred tax asset has been fully  reserved  through a
     valuation  allowance.  The net increase in the valuation  allowance for the
     year ended December 31, 1999 was $6,982.

                                       F-9


<PAGE>


ITEM 8:  Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure

On March 22, 2000,  Snelling Travel,  Inc. (the  "Company"),  as approved by the
Board of Directors,  engaged Horton & Company,  LLC as its principal  accountant
and   independent   auditors  for  the  year  ending   December  31,  1999,  and
simultaneously accepted the resignation of Kish Leake & Associates,  P.C. as its
principal  accountant and auditors.  Kish Leak & Associates,  P.C. stated as its
reason for its  resignation  that it would no longer  engage in providing  audit
services to public companies.

The reports of Kish Leake &  Associates,  P.C. for the past two fiscal years did
not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.

In connection  with the audits of the  Company's  financial  statements  for the
fiscal year ended December 31, 1998, and the period from inception (December 15,
1997) to  December  31,  1997,  there  were no  disagreements  with  Kish Leak &
Associates, P.C. on any matters of accounting principles or practices, financial
statement disclosure,  or auditing scope and procedure which, if not resolved to
the satisfaction of Kish Leake & Associates,  P.C., would have caused Kish Leake
& Associates,  P.C. to make  reference to the matter in their  report.  Further,
there were no reportable  events as that term is described in Item  304(a)(1)(v)
of Regulation S-K.

During the two most recent fiscal years and any subsequent  interim period,  the
Company has not consulted Horton & Company,  LLC, regarding any matter requiring
disclosure.


                                    PART III

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

The  following  individuals  presently  serve as officers  and  directors of the
Company:

Name                       Age     Position
----                       ---     --------
Rollins C. Snelling, Jr.   51      President, Treasurer, Chief Executive
                                   Officer, Chief Financial Officer and Director

Brian T. Mallon            46      Vice President, Secretary and Director

Messrs. Snelling and Mallon should be considered "founders" and "parents" of the
Company (as such terms are defined by rule under the Securities  Exchange Act of
1934,  as  amended),  inasmuch  as each has taken  initiative  in  founding  and
organizing the business of the Company.

Messrs.  Snelling and Mallon  serve as  directors of the Company  until the next
annual  meeting of  shareholders  and until  their  successors  are  elected and
qualify.  Each  individual  serves  as an



                                       10

<PAGE>


officer at the will of the Board of Directors. Each individual has served in his
current capacity since the Company's inception in December 1997.

The  following  represents  a summary  of the  business  history  of each of the
foregoing individuals for the last five years:


ROLLINS C. SNELLING,  JR.  From January,  1991 to the present,  Mr. Snelling has
     been the president, a director and sole shareholder of Rollins C. Snelling,
     Jr., Inc.  ("RSI"),  a privately  held Florida  corporation  engaged in the
     marketing and distribution of a wide variety of products including seafood,
     exercise  equipment  and  technology  for the medical waste  industry.  RSI
     presently  has no  employees  other  than  Mr.  Snelling.  For  most of its
     history,  Mr.  Snelling has been the only employee of RSI. He has had a few
     employees  sporadically  over the years,  depending  on the  product  being
     marketed  and  distributed  at that time.  Numbers of  customers  have also
     varied  with the  product.  RSI has often  relied on single or a few select
     major customers. Since March, 1996, Mr. Snelling has also served as a sales
     consultant to Lynk Systems,  Inc., a national credit card marketing company
     ranking as the tenth largest credit card processor in the United States and
     headquartered  in  Atlanta.  From  February,  1995 to  January,  1998,  Mr.
     Snelling  was also  employed as a travel  agent by 21st  Century  Travel in
     Atlanta.  At the time Mr.  Snelling  worked  for 21st  Century  Travel,  it
     operated  nationwide with more than 500 employees.  Mr. Snelling was also a
     professional ski racer based in Colorado from 1973 through 1980.

BRIAN T. MALLON. Since January, 1993, Mr. Mallon has served as the president and
     principal  shareholder  of  Infovision,  Inc.,  a  privately  held  Georgia
     corporation  based in Atlanta.  Mr.  Mallon is the founder of this company,
     which  provides  advertising  space and display time on visual  displays at
     sports  complexes  and other indoor and outdoor  events.  As of the date of
     this  Filing,  Infovision  employed  two  individuals.  From  May,  1992 to
     January, 1993, Mr. Mallon served as the president and principal shareholder
     of American Mobile Communications,  Inc., also a privately held corporation
     which provided advertising time and display information at various sporting
     events and other venues.

No family  relationships  exist between  either of the officers and directors of
the Company.


ITEM 10: Executive Compensation

Neither of the Company's  executive  officers received any compensation or other
remuneration  in his  capacity as such during the year ended  December 31, 1999,
and it is not expected that such  individuals  will be paid  compensation in the
foreseeable future. Mr. Snelling, the Company's sole employee,  presently serves
without  compensation.  During 1999, the Company  expensed $500 per month on its
financial  statements based upon the estimated fair market value of the services
provided  by  the  President.  However,  he may be  compensated  in the  future,
depending upon such things as the Company's revenues, profitability and services
rendered to the Company.

The Company's directors presently serve without  compensation,  but are entitled
to be reimbursed for reasonable and necessary expenses incurred on behalf of the
Company.


ITEM 11: Security Ownership of Certain Beneficial Owners and Management


                                       11

<PAGE>


As of the date of this filing, there were a total of 44,225,000 shares of Common
Stock of the Company  outstanding,  the only class of voting  securities  of the
Company currently outstanding.

The following  tabulates  holdings of Common Stock of the Company by each person
who  holds  of  record,  or is  known  by  management  of  the  Company  to  own
beneficially,  more  than  5% of  the  voting  securities  outstanding  and,  in
addition,  by all  directors and officers of the Company  individually  and as a
group. The shareholders  listed below have sole voting and investment power. All
ownership of securities is direct ownership unless otherwise indicated.

Name and Address             Number of Shares       Percent of Voting Securities
----------------             ----------------       ----------------------------

Rollins C. Snelling, Jr.      14,500,000                       32.79%
55 Pharr Road #A-207
Atlanta, GA 30305

Brian T. Mallon               14,500,000                       32.79%
425 Lindberg Dr. #A-3
Atlanta, GA 30305

All Officers and Directors

as a Group (2 persons)        29,000,000                       65.57%

Each of the individuals listed in the foregoing table are officers and directors
of the Company.

         Changes In Control.
         -------------------

The  Company  knows of no  arrangements,  including  the pledge by any person of
securities  of the  Company,  which may  result in a change  of  control  of the
Company in the future.


ITEM 12: Certain Relationships and Related Transactions

         Initial Capitalization.
         -----------------------

On December  17,  1997,  the Company  issued  14,500,000  shares each to Messrs.
Snelling and Mallon,  the  founders of the Company.  Such shares were issued for
services  rendered by each individual in connection with the organization of the
Company valued at $500 each for purposes of that transaction.  Messrs.  Snelling
and  Mallon  were the only  members  of the Board of  Directors  approving  that
transaction. The Company is of the opinion that the foregoing transaction was no
less favorable than could have been obtained from an unaffiliated third party.


                                     PART IV


ITEM 13:  Exhibits and Reports on Form 8-K

(a)  Exhibits


                                       12

<PAGE>



     Financial Data Schedule


(b)  Reports on Form 8-K

     None


<PAGE>



                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereunto duly authorized, on April 13, 2000.

                                      SNELLING TRAVEL, INC.
                                      (Registrant).


                                      By:/s/ Rollins C. Snelling, Jr.
                                      -------------------------------
                                             Rollins C. Snelling, Jr., President



In  accordance  with the Exchange  Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on
April 13, 2000.


/s/ Rollins C. Snelling, Jr.
---------------------------
Rollins C. Snelling, Jr., President, Treasurer and Director


/s/ Brian T. Mallon
-------------------
Brian T. Mallon, Vice President, Secretary and Director


                                       14

<PAGE>


                             SNELLING TRAVEL, INC.

                 Exhibit Index to Annual Report on Form 10-KSB
                      For the Year ended December 31, 1999



EXHIBITS

EX-27 Financial Data Schedule

FINANCIAL DATA SCHEDULE FOR YEAR ENDED 12/31/99

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITIED
FINANCIAL  STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR THE YEAR THEN
ENDED  AND  IS  QUALIFIED  IN  ITS  ENTIRETY  BY  REFERENCE  TO  SUCH  FINANCIAL
STATEMENTS.

                                       15