UNITED STATES
                       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 Act of
     1934.

     For the fiscal year ended December 31, 2001

( )  Transition  report  pursuant  to  section  13 or  15(d)  of the  Securities
     Exchange Act of 1934.


                         Commission File Number 0-26461


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


           Colorado                                            58-2368425
--------------------------------                          ----------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)


4636 Village Drive, Fernandina, FL                                      32034
----------------------------------                                    ----------
(Address of principal executive offices)                              (Zip Code)


Issuer's telephone number, including area code:  (904) 261-7711
                                                 --------------


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
                          -----------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 no disclosure of delinquent  filers  pursuant to Item 405 of Regulation
S-B  is not  contained  herein,  and  will  not 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].


<PAGE>


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

The  aggregate  market  value of the  15,225,000  shares of voting stock held by
non-affiliates of the Company as of April 10, 2002 was $1,370,250 based upon the
last reported sale price of the common stock of $.09 on that date.

The number of shares  outstanding of the issuer's  common equity as of April 10,
2002 was 44,225,000.

                                       ii
<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

Facing Page                                                                    i
Index                                                                        iii

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

PART II                                                                        4
Item 5.      Market for the Registrant's Common Equity and Related
                 Stockholder Matters                                           4
Item 6.      Management's Discussion and Analysis or Plan of Operation         5
Item 7.      Financial Statements                                              7
Item 8.      Changes in and Disagreements With Accountants on Accounting
                 and Financial Disclosure                                      7

PART III                                                                       7
Item 9.      Directors, Executive Officers, Promoters and Control Persons;
                 Compliance with Section 16(a) of the Exchange Act             7
Item 10.     Executive Compensation                                            9
Item 11.     Security Ownership of Certain Beneficial Owners and Management    9
Item 12.     Certain Relationships and Related Transactions                   10

PART IV                                                                       10
Item 13.     Exhibits and Reports on Form 8-K                                 10

SIGNATURES                                                                    11

                                       iii
<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 4636 Village  Drive,  Fernandina,  FL 32034.  Its  telephone  number is (904)
261-7711.

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
efforts to implement  the Company's  business  plan.  The Company  currently has
approximately 9 shareholders of record.

        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 and the public's reception of the Company's service. 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.geocities.com/snellingtravel.  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.  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.

The Company  hopes 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 would allow the Company to avail itself
of the  experience  and  expertise  of Mr.  Snelling in those  sports.  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.
It is this direct knowledge of the locales, the options and services offered and
the personal contacts within those areas 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  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.

                                        2
<PAGE>

        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.  While these numbers may have decreased
recently as a result of the events of September 11th and other adverse events in
the  travel  industry,  management  still  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 a maximum of 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 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
of its quarterly and annual filing requirements.  Additional  consultants may be
retained in the future.

                                        3
<PAGE>

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

The Company's executive offices are currently located at the home of its founder
in Fernandina, Florida. 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  in  their
capacities as such.

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 2001.


                                     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 two fiscal  years as reported  by the OTC  Bulletin  Board.  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.

         Fiscal Quarter Ended                 High                Low
         --------------------                 ----                ---

                  2000
                  ----

         March 31                             4.25                0.08
         June 30                              0.14                0.04
         September 30                         0.05                0.03
         December 31                          0.03                0.01

                                        4
<PAGE>

         Fiscal Quarter Ended                 High                Low
         --------------------                 ----                ---

                  2001
                  ----

         March 31                             0.24                0.01
         June 30                              0.02                0.01
         September 30                         0.03                0.01
         December 31                          0.02                0.01


There are 9 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 future.  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 or Plan of Operation

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

The Company's plan of operation  originally  contemplated the design,  marketing
and  implementation  of sport  and  adventure  travel  programs.  Revenues  were
anticipated  to be  generated  through  fees  paid by  clients  to the  Company,
including commissions,  fees or mark-ups.  Commissions and other charges payable
to the Company would have been 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.

The  Company  raised  approximately  $50,000  for  commencement  of  operations,
including  expenses  anticipated  for  development  of its Web  site,  marketing
expenses,  general and administrative  expenses and direct travel program costs.
Management had designed the Company's business plan in an effort to preserve its
capital. Accordingly, marketing costs were kept to a minimum through advertising
primarily on the Web.  Administrative  overhead  was also low, as the  Company's
sole employee served without  compensation and the Company occupied office space
on a rent-free basis. Expenses were therefore limited to general office expenses
such as courier  charges,  telephone  and  supplies,  Internet  access  fees and
professional fees.

Notwithstanding  its  efforts to  conserve  working  capital,  the  Company  has
exhausted  the cash that was raised in its initial  offering.  In addition,  the
Company has been  unsuccessful  in  generating  any revenue  from its  marketing
efforts  and  little  interest  in its  service.  As a  result,  management  has
determined  to expand its plan and  investigate  other  business  opportunities.
These  opportunities  may  include  mergers  with,  or  acquisitions  of,  other
businesses with operations within or without the travel industry.  The objective
of management is to identify one or more opportunities  which will provide value
to its  shareholders.  This may  include  acquisition  of a business  that would
benefit from the Company's status as a publicly-traded entity. However, there is
no assurance  that these efforts will be successful or that any business will be
identified.  In that event,  the Company may be forced to cease  operations  and
liquidate any remaining assets.

                                        5
<PAGE>

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

December 31, 2001
-----------------

At December  31,  2001,  the Company had a working  capital  deficit of $25,581,
consisting  of $461 of current  assets and $26,042 of current  liabilities.  The
Company's  financial  condition did not change  significantly  from December 31,
2000 to December 31, 2001.

During the year ended December 31, 2001, the Company used  approximately  $5,350
of cash. That  represents an improvement  from the year ended December 31, 2000,
when the Company used $22,006 of cash.  During 2001,  the Company  spent a minor
portion of its cash on  operations.  Most of the cash was spent on  professional
fees in connection with the preparation and filing of the Company's SEC reports.

The only existing  commitment  for cash  includes  fees and expenses  payable in
connection  with filing of the Company's  annual and quarterly  reports.  In the
course of its  development  activities,  the  Company has  sustained  continuing
losses and expects  such  losses to continue  for the  foreseeable  future.  The
Company's  management  plans on  advancing  funds on an as needed basis over the
short term.  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 any 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.

December 31, 2000
-----------------

At December  31,  2000,  the Company  had a working  capital  deficit of $8,436,
consisting of $5,811 of current assets and $14,247 of current  liabilities.  The
Company's  financial  condition did not change  significantly  from December 31,
1999 to December 31, 2000.

During the year ended December 31, 2000, the Company used approximately  $22,000
of cash. That represents a slight  improvement  from the year ended December 31,
1999,  when the Company used $24,591 of cash.  During 2000,  the Company spent a
minor  portion  of its  cash  on  operations.  Most of the  cash  was  spent  on
professional fees in connection with the proposed merger that never materialized
and fees in  connection  with the  preparation  and filing of the  Company's SEC
reports.

                                        6
<PAGE>

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

Year ended December 31, 2001
----------------------------

During the year ended  December  31,  2001,  the Company  realized a net loss of
$24,345 on no revenue.  The Company remained in the development stage, as it had
not yet received revenue from operations.

During 2001,  significant expenses included  professional services in connection
with  filings  with the SEC.  The  Company  also  accrued  $6,000 of 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.


Year ended December 31, 2000
----------------------------

During the year ended  December  31,  2000,  the Company  realized a net loss of
$41,318 on no revenue.  The Company remained in the development stage, as it had
not yet received revenue from operations.

During 2000,  significant expenses included  professional services in connection
with the  proposed  merger,  filings  with the SEC and legal  fees  incurred  in
connection with SEC inquires into trading activities in the Company's stock. The
Company  also  accrued  $6,000 of 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.

ITEM 7: Financial Statements

Reference is made to the Index of Financial Statements following Part IV of this
Report for a listing of the Company's financial statements and notes thereto.

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

         NONE

                                    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:

                                        7
<PAGE>


Name                         Age                     Position
------------------------     ---        ----------------------------------------
Rollins C. Snelling, Jr.     55         President, Treasurer, Chief Executive
                                        Officer, Chief Financial Officer and
                                        Director

Gregory J. Simonds           51         Vice President, Secretary and Director

Messrs.  Snelling and Simonds  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 Simonds  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  officer  at the will of the  Board of
Directors.  Mr. Snelling has served in his current  capacity since the Company's
inception in December 1997, and Mr. Simonds was appointed to the Board in 2001.

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.  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.

     GREGORY J. SIMONDS.
     -------------------
     From  November  2000 to the  present,  Mr.  Simonds  has been a manager  of
Catfish  Drilling,  LLC, a Colorado  limited  liability  company  engaged in the
drilling of oil and natural gas wells in the Rocky Mountain region of the United
States.  In that  capacity,  he is  responsible  for  overseeing  all  phases of
operations,  including  contracting  and  administration.  He  has  also  been a
self-employed  investor  since 1991,  active in trading  securities  for his own
account.  Mr.  Simonds  received a Bachelor  of Science in finance  from the New
England  College  in  1973.

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

                                        8
<PAGE>


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, 2001,
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 2001, 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

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.(1)      14,500,000                    32.8%
4636 Village Drive
Fernandina, FL 32034

Brian T. Mallon                  14,500,000                    32.8%
425 Lindberg Dr. #A-3
Atlanta, GA 30305

Gregory J. Simonds(1)                  -0-                      -0-
5650 Greenwood Plaza Blvd.
Suite 216
Englewood, CO 80111

All Officers and Directors
as a Group (2 persons)           14,500,000                    32.8%

---------------
(1) Officer or director

                                        9
<PAGE>


        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

During 2001 and 2000,  Mr.  Snelling  donated  office  space and services to the
Company to aid in efforts to conserve working capital. The Company expensed $100
per  month  for the rent and $500 per  month  for the  service,  based  upon the
estimated  fair  market  value of the  arrangements.  During the two years ended
December  31,  2001,  the Company  expensed a total of $14,400  pursuant to this
arrangement.


                                     PART IV

ITEM 13: Exhibits and Reports on Form 8-K

         (a)  Exhibits

3.1(1)   Amended and Restated Articles of Incorporation, as filed with the
         Colorado Secretary of State on June 17, 1999.

3.2(1)   Bylaws

4(1)     Instruments defining rights of security holders.

16(2)    Letter, dated April 25, 2000, from former  certifying  accountant, Kish
         Leake & Associates, P.C.

         (b) Reports on Form 8-K

     The Company has not filed any Reports on Form 8-K during the fourth quarter
of the fiscal year covered by this Report.


----------------------

(1)  Filed as an Exhibit to  Registration  Statement on Form SB-2,  SEC File No.
     0-26461 and incorporated herein by reference.

(2)  Filed as an Exhibit to Form 8-K/A dated March 22, 2000.

----------------------

                                       10
<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 12, 2002.

                                           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 12, 2002.


/s/ Rollins C. Snelling, Jr.                                April 12, 2002
------------------------------------------              ------------------------
Rollins C. Snelling, Jr., President                             Date
(Chief Executive Officer, Principal
Financial Officer), Treasurer and Director


Gregory J. Simonds                                          April 9, 2002
------------------------------------------              ------------------------
Gregory J. Simonds, Vice President,                             Date
Secretary and Director

                                       11
<PAGE>



<PAGE>

                              SNELLING TRAVEL, INC.
                          (a development stage company)


                          INDEX TO FINANCIAL STATEMENTS


                                                                     Page
                                                                     ----

Independent Auditors' Report                                         F-2

Balance sheet as of December 31, 2001                                F-3

Statements of operations for the years ended
   December 31, 2001 and 2000 and for the period
   December 15, 1997 (inception) through December 31, 2001           F-4

Statement of stockholders' equity for the years ended
   December 31, 2001 and 2000 and for the period
   December 15, 1997 (inception) through December 31, 2001           F-5

Statements of cash flows for the years ended
   December 31, 2001 and 2000 and for the period
   December 15, 1997 (inception) through December 31, 2001           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, 2001, and the related statements
of operations, stockholders' equity, and cash flows for the years ended December
31, 2001 and 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. 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  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 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 Snelling  Travel,  Inc. (a
development  stage  company)  at  December  31,  2001,  and the  results  of its
operations and its cash flows for the years ended December 31, 2001 and 2000, in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial statements,  the Company has suffered losses from operations and has a
lack of net capital that raise  substantial  doubt about its ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 5. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


                                                  /s/ HORTON & COMPANY, L.L.C.
                                                  ----------------------------
                                                  HORTON & COMPANY, L.L.C.

Springfield, New Jersey
March 27, 2002

                                       F-2
<PAGE>



                              SNELLING TRAVEL, INC.
                          (a development stage company)

                                  BALANCE SHEET

                                December 31, 2001


                                     ASSETS

Current assets:
   Cash                                                               $     461
                                                                      ---------

               Total current assets                                   $     461
                                                                      =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                                   $  21,692
   Stockholder loans                                                      4,350
                                                                      ---------

         Total current liabilities                                       26,042
                                                                      ---------

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                                            30,875
   Deficit accumulated during the development stage                    (100,681)
                                                                      ---------

               Total stockholders' equity                               (25,581)
                                                                      ---------

               Total liabilities and stockholders' equity             $     461
                                                                      =========


                        See notes to financial statements

                                       F-3
<PAGE>

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

                            STATEMENTS OF OPERATIONS
<CAPTION>


                                                                       December 15, 1997
                                        Year ended December 31,          (inception)
                                      ----------------------------         through
                                         2001            2000          December 31, 2001
                                      ------------    ------------       ------------
<S>                                   <C>             <C>                <C>
Revenue                               $       --      $       --         $       --
                                      ------------    ------------       ------------

Operational expenses:
    Professional services                   13,983          29,089             63,981
    Stock transfer                           1,100           1,213              5,156
    Filing fees                              1,850           2,026              5,646
    Officer compensation                     6,000           6,000             18,000
    Rent                                     1,200           1,200              3,600
    Website design                            --              --                1,933
    Travel                                    --              --                  249
    Office                                   1,790           2,116
                                      ------------    ------------       ------------
                                                                                  212

                                            24,345          41,318            100,681
                                      ------------    ------------       ------------

Net loss                              $    (24,345)   $    (41,318)      $   (100,681)
                                      ============    ============       ============


Basic loss per share                  $     (0.001)   $     (0.001)      $     (0.002)
                                      ============    ============       ============

Weighted average shares outstanding     44,225,000      44,225,000         40,478,102
                                      ============    ============       ============
</TABLE>

                        See notes to financial statements

                                       F-4
<PAGE>

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

                        STATEMENT OF STOCKHOLDERS' EQUITY

                   Years ended December 31, 2001 and 2000 and
     for the period December 15, 1997 (inception) through December 31, 2001

<CAPTION>
                                                                                   Deficit
                                                                                 accumulated
                                              Common stock          Additional    during the
                                          -----------------------    paid-in      development
                                            Shares       Amount      capital        stage
                                          ----------   ----------   ----------    ----------
<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)

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

Net loss                                        --           --           --         (41,318)
                                          ----------   ----------   ----------    ----------

Balance at December 31, 2000              44,225,000       44,225       23,675       (76,336)

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

Net loss                                        --           --           --         (24,345)
                                          ----------   ----------   ----------    ----------

Balance at December 31, 2001              44,225,000   $   44,225   $   30,875    $ (100,681)
                                          ==========   ==========   ==========    ==========
</TABLE>

                        See notes to financial statements

                                       F-5
<PAGE>

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

                            STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                                  December 15, 1997
                                                       Year ended December 31,       (inception)
                                                        ----------------------         through
                                                          2001         2000       December 31, 2001
                                                        ---------    ---------        ---------
<S>                                                     <C>          <C>              <C>

Net loss                                                $ (24,345)   $ (41,318)       $(100,681)
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           21,600
      Increase in accounts payable                          7,445       12,112           21,692
                                                        ---------    ---------        ---------

            Net cash used in operating activities          (9,700)     (22,006)         (56,389)
                                                        ---------    ---------        ---------

Cash flows from financing activities:
   Advances received from (repaid to) shareholders           --
                                                                         4,350            4,350
   Proceeds from issuance of common stock                    --           --             52,500
                                                        ---------    ---------        ---------

            Net cash provided by financing activities        --           --             56,850
                                                        ---------    ---------        ---------

Net increase (decrease) in cash                            (5,350)     (22,006)             461

Cash, beginning of period                                   5,811       27,817             --
                                                        ---------    ---------        ---------

Cash, end of period                                     $     461    $   5,811        $     461
                                                        =========    =========        =========
</TABLE>


                        See notes to financial statements

                                       F-6



<PAGE>


                              SNELLING TRAVEL, INC.
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2001 and 2000



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.

          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.


                                       F-7
<PAGE>


1.   Summary of significant accounting policies (continued)

          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 split

     During  December  1999,  the Board of Directors  authorized a  twenty-nine-
     for-one  split  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  shares
     outstanding,  stock options and per share  amounts,  have been restated for
     all periods presented to reflect the stock split 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.  The company sold 15,225,000 shares for
     $52,500 in this filing.

          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.

                                       F-8
<PAGE>



3.   Related party events

     Officers of the Company have loaned  money to the Company at various  times
     during the year. Such loans are unsecured,  non-interest  bearing  advances
     payable on demand.

     The Company's executive offices are located in Fernandina,  Florida,  where
     space is provided by an officer of the Company.  During 2001 and 2000,  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  2001 and 2000,  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, 2001 and 2000,  the Company has  deferred tax assets of
     $20,000 and $15,200,  which arise from net operating loss  carryforwards of
     approximately  $100,000  and  $76,000,   respectively.  The  Company's  net
     operating loss carryforwards  expire 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 years ended  December 31, 2001
     and 2000 was $4,800 and $8,200, respectively.

5.   Basis of presentation

     In the course of its development  activities,  the  Company  has  sustained
     continuing  losses and expects such losses to continue for the  foreseeable
     future.  The Company's  management plans on advancing funds on an as needed
     basis and in the longer term,  revenues from the operations of the business
     or a merger  candidate,  if found.  The Company's  ability to continue as a
     going concern is dependant on these additional  management  advances,  and,
     ultimately,  upon achieving profitable  operations though the business or a
     merger candidate.

                                       F-9