<PAGE>   1
                     U.S. 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, 2000

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from            to
                               ----------    -----------

                          Commission File No.: 0-22936
                                               -------

                              CROWN NORTHCORP, INC.
                             ----------------------
                 (Name of small business issuer in its charter)

             DELAWARE                                    22-3172740
             --------                                    ----------
  (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                     Identification No.)

                     1251 DUBLIN ROAD, COLUMBUS, OHIO     43215
                  ------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (614) 488-1169
                                 --------------
                           (Issuer's telephone number)

         SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:
         --------------------------------------------------------------

                                      NONE

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
         --------------------------------------------------------------

                     Common Stock, par value $.01 per share

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer 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]

         Issuer's revenues for the fiscal year ended December 31, 2000 were
$3,504,340.

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant cannot be determined at this time as
the company's common equity has not been quoted within the past sixty days on
the OTC Bulletin Board pursuant to Rule 6530 of the National Association of
Securities Dealers.

         As of September 20, 2001 the issuer had 11,431,788 shares of its common
stock outstanding.

         Transitional Small Business Disclosure Format.  Yes [ ]    No [X]


<PAGE>   2



                              CROWN NORTHCORP, INC.

                                   FORM 10-KSB
                      FOR THE YEAR ENDED DECEMBER 31, 2000

                                      INDEX

<TABLE>
<CAPTION>
                  PART I.                                                     PAGES
                  -------                                                     -----

<S>        <C>                                                              <C>
Item 1.    Description of Business.........................................     1

Item 2.    Description of Property.........................................     3

Item 3.    Legal Proceedings...............................................     4

Item 4.    Submission of Matters to a Vote of Security Holders.............     4

           PART II.

Item 5.    Market for Common Equity and Related Stockholder Matters........     4

Item 6.    Management's Discussion and Analysis............................     7

Item 7.    Financial Statements............................................ F-1 thru F-17

Item 8.    Changes in and Disagreements with Accountants on Accounting
           and Financial Disclosure........................................    15

           PART III.

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act...............    15

Item 10.   Executive Compensation..........................................    16

Item 11.   Security Ownership of Certain Beneficial Owners
                  and Management...........................................    17

Item 12.   Certain Relationships and Related Transactions..................    19

Item 13.   Exhibits and Reports on Form 8-K................................    20
</TABLE>

<PAGE>   3

PART I
------

ITEM 1. - DESCRIPTION OF BUSINESS
---------------------------------

BUSINESS OVERVIEW

Crown NorthCorp, Inc is a financial services firm providing comprehensive
services to the commercial real estate industry. Third-party asset management
and loan servicing are principal businesses of the company.

The company is incorporated under the laws of the state of Delaware and was
formed in 1994 through the combination of Crown Revenue Services, Inc. and
NorthCorp Realty Advisors. Crown operates through its corporate headquarters in
Columbus, Ohio and an office in Austin, Texas. At December 31, 2000, the company
had nine full-time employees.

Crown's primary revenues are from servicing contracts pursuant to which the
company manages commercial and multifamily real estate and loan assets; services
individual loans, loan portfolios and assets in securitized transactions;
performs risk management services; and administers various corporate,
partnership and trust interests. Under these agreements, Crown's revenues may
include recurring management or servicing fees, disposition fees associated with
transactions and incentive fees based on the overall performance of particular
assets under management.

THIRD-PARTY ASSET MANAGEMENT. Crown manages loan and real estate assets as well
as ownership interests in real estate for clients which include partnerships and
investment consortiums. Assets under management are frequently ones with unique
financing structures or other complex issues. In many cases, a client will ask
Crown to reposition or rehabilitate an asset to enhance its value or prepare it
for disposition. The company's asset management contracts are generally for
indefinite terms. For several years, the company's largest customer relationship
was one in which Crown managed numerous large commercial real estate assets for
an investment banking firm. In July 2000, that customer consolidated business it
had placed with Crown and other firms into a single manager. As a result of this
loss of business, the company has consolidated operations and lowered operating
expenses through the closing of offices and the reduction of personnel. Crown
has also redirected its asset management activities. Its ongoing business in
this area includes management of ownership interests related to multifamily
projects receiving government subsidies and of a tax-exempt bond securitization
sponsored by affiliates of the company.

LOAN SERVICING. The company services loans and other assets for both individual
clients and investors in securitized transactions. Crown is able to service a
wide range of loans and interests related to real estate; these servicing
capabilities are fundamental to its overall operations. Accordingly, while the
company has reduced or consolidated many operational areas in response to
declining business volumes, it has maintained and enhanced its highly developed
servicing systems and procedures and converted to a new, Internet-based loan
servicing system. These systems and procedures have received ratings from two
nationally recognized rating agencies.



                                        1

<PAGE>   4

OTHER DEVELOPMENTS. In 2000, the company sought to augment its asset management,
financial advisory and mortgage banking services by assuming the assets and
operations of DRS Realty Services, Inc., a commercial real estate services
company. The executive officers of DRS became executive officers of Crown.
Business did not expand as anticipated and in September 2000, these executives
left the company. Crown also assumed certain debt of DRS in conjunction with the
termination of these executives' employment. See generally Note 13 - Special
Charges - to the Consolidated Financial Statements." Following these events,
Crown has refocused its limited resources on developing its core loan servicing
and asset management businesses and returning them to profitability. The
company is no longer actively conducting other lines of business, such as
mortgage banking or financial advisory services, and will instead engage in
those activities only to the extent it feels necessary or appropriate to support
its management and servicing operations.

CAPITALIZATION

Over the past two years, Crown has taken several steps with respect to its
capitalization. In a series of transactions closed in December 1999 the company,
using a combination of cash on hand and borrowed funds, redeemed three series of
preferred stock and settled certain other obligations. These closings also
terminated all voting agreements affecting Crown's common stock as well as all
agreements pertaining to the composition of the company's Board of Directors.
The transactions resulted in significant expenses and reduced the size of the
company. See "Note 13 - Special Charges - to the Consolidated Financial
Statements." Repayment of the debt associated with these transactions
substantially reduced the company's liquidity. The transactions simplified the
capital structure and, in the company's opinion, better positioned it to grow
and develop its core businesses and to seek strategic alliances or capital
investments related to those businesses.

In 2000 and 2001, the company has issued six additional series of preferred
stock. See "Item 5 - Market for Common Equity and Related Stockholder Matters"
and "Note 4 - Notes and Bonds Payable - to the Consolidated Financial
Statements." These issuances served to increase operating capital and reduce
debt.

COMPETITIVE ENVIRONMENT

The marketplace for delivery of services to holders of interests in commercial
real estate has steadily consolidated in recent years; a substantial number of
Crown's competitors are much larger and better capitalized than the company.
Crown's relatively small size and modest financial resources limit the size and
type of opportunities the company can pursue unless and until it obtains
additional capital resources. The company does feel it can effectively market
its rated loan servicing systems and the quality of its asset management
capabilities to offer highly tailored services to certain niches in the
commercial and multifamily real estate sectors.

Crown's present volume of business is significantly lower than in previous
years. The company has undertaken restructuring transactions in the past two
years that, while materially affecting results from operations, have allowed the
company to reduce operating expenses to better align them with existing
revenues. Crown has consolidated its operations and







                                        2
<PAGE>   5

discontinued certain business lines and is now refocused on the loan servicing
and asset management activities the company has engaged in since its inception.
While Crown has not yet resumed profitable operations, the company believes that
the actions it has taken to reduce operating expenses and consolidate its
business lines make operating profitability more likely. The company also
believes it is now better positioned to align itself with capital partners to
more effectively compete for business in the financial services industry.

ITEM 2. - DESCRIPTION OF PROPERTY
---------------------------------

OFFICES

Crown leases space for its corporate headquarters in Columbus, Ohio and also
leases office space in Austin, Texas. The company has exercised options to
occupy these spaces through 2002. Crown has renewal options. See "Note 3 -
Property and Equipment - and Note 5 - Leases - to the Consolidated Financial
Statements."

INVESTMENT POLICIES

REAL ESTATE; INTERESTS IN REAL ESTATE; ENTITIES PRIMARILY ENGAGED IN REAL ESTATE
ACTIVITIES . The company, acting as a third-party asset manager, manages real
estate and interests in real estate for the account of others. Generally, the
company does not invest in real estate, real estate interests or
entities--including partnerships and joint ventures--engaged in real estate
activities for its own account. From time to time, Crown has made such
investments as management believes to be necessary and prudent to secure or
retain asset management business. In 2000, the company increased its general
partnership investments in two partnerships as part of a sale and securitization
of tax-exempt bonds held by those partnerships. See "Note 1 - Business
Description and Significant Accounting Policies - to the Consolidated Financial
Statements." The company must expand its capital base and liquidity before
making this type of investment in the future.

REAL ESTATE MORTGAGES. Crown does not generally originate or invest in
commercial mortgage loans for its own account. In the past, the company has
originated loans for delivery into a loan conduit program and has refinanced
certain loans for sale to Fannie Mae under that agency's DUS Program. Crown is
no longer involved in these loan programs. Going forward, Crown may engage in
commercial real estate mortgage brokerage or banking activities for the account
of others that complement and support the company's asset management and loan
servicing business.

The company occasionally acquires the rights to service mortgage loan assets
through the negotiated purchase of or successful bid for the servicing rights
themselves. Crown does not anticipate engaging in this activity until it
increases its capital resources and liquidity through strategic alliances or
other means.




                                        3
<PAGE>   6

ITEM 3. - LEGAL PROCEEDINGS
---------------------------

Crown is defending a suit brought by parties seeking a fee allegedly due under a
financial advisory contract. The company is also defending a suit brought by an
attorney seeking fees incurred under a third-party asset management contract.
The company believes it has meritorious defenses to these matters. The company
is also a party to routine litigation incidental to its business. Management
does not believe that the resolution of all litigation will materially affect
the financial position, results of operation or liquidity of the company.

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

None.
                                     PART II

ITEM  5. - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-------------------------------------------------------------------

COMMON STOCK

The company's common stock trades under the symbol "ASET" on the OTC Bulletin
Board administered by the National Association of Securities Dealers, Inc.

Records maintained by the National Quotation Bureau show the following high and
low bid prices for the common stock:

                  QUARTER ENDED             HIGH             LOW

                  March 31, 1999            $1.31            $.93
                  June 30, 1999             $1.18            $.31
                  September 30, 1999        $.375            $.18
                  December 31, 1999         $.31             $.03
                  March 31, 2000            $.34             $.05
                  June 30, 2000             $.25             $.07
                  September 30, 2000        $.09             $.05
                  December 31, 2000         $.05             $.005

These quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.

At September 20, 2001, there were approximately 2,600 holders of record of
shares of the common stock.

During its 2000 and 1999 fiscal years, the company made no payments of cash
dividends or returns of capital on common shares.





                                        4
<PAGE>   7

The company does not anticipate paying dividends on the common stock in the
foreseeable future. Instead, management anticipates that any earnings will be
used in the operations of the company.

At September 20, 2001, Crown had 30,000,000 authorized shares of common stock
and 1,000,000 authorized shares of preferred stock.

SERIES CC PREFERRED

Effective September 15, 2000, Crown entered into an agreement to sell to Crown
NorthCorp, Limited, a company organized under the laws of the United Kingdom,
for $500,000 cash, one share of Series CC Convertible Preferred stock, par value
$.01 per share. Limited is wholly owned by Royal Investments Corp.; Royal, in
turn, is wholly owned by Ronald E. Roark, Chairman and Chief Executive Officer
of the company. The Series CC Preferred was issued to Limited without
registration pursuant to the exemptions contained in Section 4(2) of the
Securities Act and Rule 506 thereunder based upon the accreditation of the
purchaser and the size of the offering, among other things. The issuance is
convertible at the holder's option into 5,000,000 shares of common stock. The
holder of the Series CC Preferred is entitled to a liquidation preference of
$500,000 plus interest thereon at the rate of 6% per annum from the date of
issuance. The holder of the Series CC Preferred is also entitled to quarterly
cash dividends of 6% per annum on the liquidation preference. Such dividends are
cumulative and are payable solely to the extent that corporate funds are legally
available for payment thereof and that Crown's board of directors declares such
dividends. See "Note 7 - Shareholders' Equity - to the Consolidated Financial
Statements."

SERIES DD PREFERRED

Effective May 9, 2001, Crown entered into an agreement to sell to Tucker Holding
Company, Ltd., an Ohio limited liability company, for $200,000 cash one share of
Series DD Convertible Preferred stock, par value $.01 per share. Mr. Roark is
the managing member of Tucker. The Series DD Preferred was issued to Tucker
without registration pursuant to the exemptions contained in Section 4(2) of the
Securities Act and Rule 506 thereunder based upon the accreditation of the
purchaser and the size of the offering, among other things. The issuance is
convertible at the holder's option into 2,000,000 shares of common stock. The
holder of the Series DD Preferred is entitled to a liquidation preference of
$200,000 plus interest thereon at the rate of 6% per annum from the date of
issuance. The holder of the Series DD Preferred is also entitled to quarterly
cash dividends of 6% per annum on the liquidation preference. Such dividends are
cumulative and are payable solely to the extent that corporate funds are legally
available for payment thereof and that Crown's board of directors declares such
dividends. See "Note 1 - Business Description and Significant Accounting
Policies - to the Consolidated Financial Statements."

SERIES EE PREFERRED

Effective May 9, 2001, Crown entered into an agreement to sell to Gordon V.
Smith, a director of the company, one share of Series EE Convertible Preferred
stock, par value $.01 per share. The consideration for the issuance was Mr.
Smith's payment, on behalf of the






                                        5
<PAGE>   8

company and pursuant to his guaranty, of a $200,000 promissory note. See "Note 4
- Notes and Bonds Payable - to the Consolidated Financial Statements." The
Series EE Preferred was issued to Mr. Smith without registration pursuant to the
exemptions contained in Section 4(2) of the Securities Act and Rule 506
thereunder based upon the accreditation of the purchaser and the size of the
offering, among other things. The issuance is convertible at the holders' option
into 2,098,960 shares of common stock. The holder of the Series EE Preferred is
entitled to a liquidation preference of $209,896 plus interest thereon at the
rate of 6% per annum from the date of issuance. The holder of the Series EE
Preferred is also entitled to quarterly cash dividends of 6% per annum on the
liquidation preference. Such dividends are cumulative and are payable solely to
the extent that corporate funds are legally available for payment thereof and
that Crown's board of directors declares such dividends. See "Note 4 - Notes and
Bonds Payable - to the Consolidated Financial Statements."

SERIES FF PREFERRED

Effective September 20, 2001, Crown entered into an agreement to sell to Royal
Investments Corp., a Delaware corporation, one share of Series FF Convertible
Preferred stock, par value $.01 per share. Mr. Roark is the president of Royal.
The consideration for the issuance was Royal's assumption of a certain
promissory note payable by the company in the amount of $320,152 (plus accrued
interest) and the release of the company from that obligation. The Series FF
Preferred was issued to Royal without registration pursuant to the exemptions
contained in Section 4(2) of the Securities Act and Rule 506 thereunder based
upon the accreditation of the purchaser and the size of the offering, among
other things. The issuance is convertible at the holder's option into 3,358,037
shares of common stock. The holder of the Series FF Preferred is entitled to a
liquidation preference of $335,803 plus interest thereon at the rate of 6% per
annum from the date of issuance. The holder of the Series FF Preferred is also
entitled to quarterly cash dividends of 6% per annum on the liquidation
preference. Such dividends are cumulative and are payable solely to the extent
that corporate funds are legally available for payment thereof and that Crown's
board of directors declares such dividends. See "Note 4 - Notes and Bonds
Payable - to the Consolidated Financial Statements."

SERIES GG PREFERRED

Effective September 20, 2001, Crown entered into an agreement to sell to Royal
one share of Series GG Convertible Preferred stock, par value $.01 per share in
satisfaction of any obligations the company had to Royal arising out of Royal's
advances of $140,000 cash to Crown. The Series GG Preferred was issued to Royal
without registration pursuant to the exemptions contained in Section 4(2) of the
Securities Act and Rule 506 thereunder based upon the accreditation of the
purchaser and the size of the offering, among other things. The issuance is
convertible at the holder's option into 1,400,000 shares of common stock. The
holder of the Series GG Preferred is entitled to a liquidation preference of
$140,000 plus interest thereon at the rate of 6% per annum from the date of
issuance. The holder of the Series GG Preferred is also entitled to quarterly
cash dividends of 6% per annum on the liquidation preference. Such dividends are
cumulative and are payable solely to the extent that corporate funds are legally
available for payment thereof and that Crown's board of directors






                                        6
<PAGE>   9

declares such dividends. See "Note 1 - Business Description and Significant
Accounting Policies - to the Consolidated Financial Statements."

SERIES HH PREFERRED

Effective September 20, 2001, Crown entered into a stock subscription agreement
with Mr. Roark to purchase up to 15 shares of Series HH Convertible Preferred
stock, par value $.01 per share, for $10,000 per share. Pursuant to the
subscription agreement, on September 20, the company issued four shares of
Series HH Preferred to Royal in exchange for $40,000 cash. The Series HH
Preferred is and will be issued to Mr. Roark or his affiliates without
registration pursuant to the exemptions contained in Section 4(2) of the
Securities Act and Rule 506 thereunder based upon the accreditation of the
purchaser and the size of the offering, among other things. The issuance is
convertible at the holders' option into 100,000 shares of common stock for each
share of Series HH Preferred. The holder of each share of the Series HH
Preferred is entitled to a liquidation preference of $10,000 plus interest
thereon at the rate of 6% per annum from the date of issuance. Each holder of
the Series HH Preferred is also entitled to quarterly cash dividends of 6% per
annum on the liquidation preference. Such dividends are cumulative and are
payable solely to the extent that corporate funds are legally available for
payment thereof and that Crown's board of directors declares such dividends. See
"Note 1 - Business Description and Significant Accounting Policies - to the
Consolidated Financial Statements."

ITEM 6. - MANAGEMENT'S DISCUSSION AND ANALYSIS
----------------------------------------------

THE COMPANY'S BUSINESSES

Crown derives its primary revenues from the financial services it offers to
holders of interests in commercial and multifamily real estate. The revenues
Crown receives include loan servicing fees, interest and investment income and
third-party asset management and disposition fees. The company has experienced
decreasing revenues as its level of business has declined. While Crown has
significantly lowered operating expenses through staff reductions, office
closings and other means to more closely align expenses with current revenues,
operating losses are continuing. The company is concentrating its resources on
restoring profitable operations in its core loan servicing and asset management
businesses. Management is also actively pursuing strategic alliances and other
transactions that would maximize the value of these core businesses, improve the
company's liquidity and expand its capital base.

FORWARD LOOKING STATEMENTS

The statements contained in this report that are not purely historical are
forward-looking statements within the meaning of Section 21E of the Exchange
Act, including statements regarding the company's expectations, hopes,
intentions or strategies regarding the future. Forward-looking statements
include terminology such as "anticipate," "believe," "has the opportunity,"
"seeking to," "attempting," "would," "contemplated," "believes," "in the future"
or comparable language. All forward-looking statements included in this document
are based on information available to the company on the date hereof, and the
company assumes no obligation to update any such forward-looking statements. It
is important to note that the






                                        7
<PAGE>   10

company's actual results could differ materially from those in such
forward-looking statements. The factors listed below are among those that could
cause actual result to differ materially from those in forward-looking
statements. Additional risk factors are listed from time to time in the
company's reports on Forms 10-QSB, 8-K and 10-KSB.

Among the risk factors that could materially and adversely affect the future
operating results of the company are:

-        Crown's very limited liquidity constrains its operations. To continue
         to operate, Crown must improve its liquidity through profitable
         operations, increased revenues, infusions of capital, reduced expenses
         or other means.

-        Crown continues to operate at a loss despite significant restructuring
         and downsizing of its operations. Additional revenues are necessary to
         eliminate these losses.

-        Crown has experienced a substantial decline in the volume of business.
         While the company believes that business volume has stabilized, if the
         level of business declines further, Crown's ability to operate will be
         impaired.

-        The company has limited capital resources as compared to those of many
         of its competitors. If the company is unable to develop additional
         capital resources through profitable operations, the raising of
         additional capital or other means, it may not be able to successfully
         compete for business.

-        Crown currently operates as a rated servicer, although one rating
         agency has classified the company "ratings watch negative." If Crown's
         ratings are withdrawn or downgraded, Crown's current business would be
         adversely affected and the company's ability to obtain new business in
         certain commercial real estate markets would be impaired. The company's
         financial condition may adversely affect its ratings.

OUTLOOK

The company offers loan servicing and third-party asset management services
tailored to the needs of holders of interests in commercial and multifamily real
estate. Crown has taken several steps to restructure itself in response to
declining business volumes: it has significantly lowered operating expenses
through staff reductions and office closings; it has simplified its capital
structure and corporate governance through the redemption of several series of
preferred stock; and it has sought to redeploy its core loan servicing and asset
management capabilities to address particular market needs. These efforts have
not yet returned the company to operating profitability. See "Note 1 - Business
Description and Significant Accounting Policies - to the Consolidated Financial
Statements."

Very limited liquidity and capital resources have significantly affected Crown's
ability to operate. Low liquidity levels are primarily attributable to the
repayment of debt and the settlement of other obligations resulting from the
company's restructuring efforts, the






                                        8
<PAGE>   11

company's reduced revenues and the lack of operating profitability. The trend of
operating losses has also impaired the company's ability to attract investment
capital other than those sums invested by certain directors or their affiliates.
See "Item 5 - Market for Common Equity and Related Shareholder Matters."
Management anticipates that liquidity and capital will remain limited until such
time as the company can increase revenues and sustain profitable operations.

Loan servicing has been and will continue to be a core business of the company.
Crown has sought to maintain and enhance its servicing capabilities even while
significantly reducing other operational areas. For example, the company has
converted to the Enterprise loan servicing system, a cost-effective,
Internet-based system that Crown helped to develop. In February 2001, the
company entered into a joint venture to enhance its ability to service loans for
small and medium-sized businesses. Crown continues to operate as a rated
servicer and is actively engaged in efforts to remain rated.

The company's asset management business has undergone considerable change since
July 2000, when Crown's largest customer consolidated multiple relationships
into another firm. This transfer of business removed substantially all large
commercial real estate assets such as hotels or shopping centers from the
company's management portfolio. The company is now concentrating its efforts in
two areas in which it has core competencies: the management of real estate
interests significantly affected by government regulations or programs and the
management of interests in tax-exempt bonds. The company now manages partnership
interests and assets associated with certain subsidized multifamily projects and
is actively seeking to further develop this business. In 2000, general
partnerships in which the company invested sold five tax-exempt bonds into a
securitization. The company retains an interest in the securitization as well as
the right to service the bonds. Crown is seeking additional ways to expand its
work on tax-exempt bond financings, where the company has been successful in
enhancing the value and liquidity of certain such instruments.

Both Crown's loan servicing and asset management businesses have experienced
significant declines in revenues and volumes in the past year. The company is
using its limited liquid assets and capital resources to sustain its current
business and to attempt generate new servicing and management business. Crown
has been able to achieve substantial reductions in operating expenses and has
benefited from recent capital infusions. While the company will continue its
efforts to reduce expenses and obtain working capital, Crown's ability to
continue to operate will be primarily affected by its ability to generate
increased revenues through new business or to align itself with a strategic
partner. There can be no assurance that Crown's actions will produce intended
results or lead to profitable operations.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2000 COMPARED TO THE YEAR
ENDED DECEMBER 31, 1999.

Total revenues from continuing operations decreased $1.9 million to $3.5 million
in 2000 from $5.5 million in 1999, with the largest decreases being attributable
to management and disposition fees.





                                        9
<PAGE>   12

Management fees are recorded as services required under a contract are performed
and, as defined in the applicable contracts, are derived either from percentages
of the aggregate value of assets under management or from original base monthly
amounts. Management fees decreased $1,309,387 to $1,326,007 in 2000 from
$2,635,394 in 1999. Management fees decreased primarily due to the termination
in July 2000 of the servicing contract with the company's largest customer.

Disposition fees are recorded as revenue when the disposition of an asset has
been consummated and the asset owner has received the gross proceeds from the
disposition. Disposition fees are generally based on a percentage of the
proceeds of an asset disposition, as defined by the contracts, or a fixed amount
per disposition. Disposition fee revenues decreased $927,128 to $43,261 in 2000
from $970,389 in 1999. This decrease is attributable to the reduction of managed
assets due to the winding up of contracts and to the cessation of operations of
one of Crown's clients. Both of these situations occurred in 1999.

Certain contracts provide for incentive fees if the company achieves net cash
collection in excess of thresholds established in the contracts. Incentive fees
increased $81,189 to $241,000 in 2000 from $159,811 in 1999. The increase was
attributable to the resolution in 2000 of an asset under an incentive-based
contract.

Loan servicing fees primarily reflect loan servicing fees generated from Fannie
Mae and Ginnie Mae loan portfolios. Loan servicing fees decreased $172,612 to
$120,730 in 2000 from $293,342 in 1999. This decrease was due primarily to the
sale of the company's Fannie DUS portfolio at the end of 1999 and to payoffs of
serviced loans.

Interest income increased $133,315 from $753,485 in 1999 to $886,800 in 2000.
This increase was attributable in part to a transfer of the company's banking
relationships to an institution where more favorable terms are provided for
funds left on deposit.

Income from partnerships and joint ventures declined $156,744 to $58,993 in 2000
versus $215,767 in 1999. The decline was due to the sale of the company's
European operations and the winding up of several joint ventures in 1999.

Gain on sale of property increased from $30,263 in 1999 to $229,146 in 2000. The
increase was due solely to the recognition of deferred gain on the sale of
Crown's Columbus, Ohio headquarters in 1999.

Gain on bond securitization was $372,499 in 2000 compared to $0 in 1999. The
amount in 2000 was attributable to the recognition of the value of a servicing
asset received as a part of the CRS I and II bond transaction in July 2000.

Other Income decreased $201,074 from $427,028 in 1999 to $225,954 in 2000. The
decrease was attributable to lower due diligence fees received as the result of
declining opportunities to provide such services in 2000 and to fees related to
the sold European operations which were received in 1999 with none received in
2000.





                                       10
<PAGE>   13

Operating and administrative expense changes were as follows:
<TABLE>
<CAPTION>

                                    2000             1999              $ Change      % Change
                                    ----             ----              --------      --------
<S>                                 <C>              <C>               <C>              <C>
Personnel                           $2,623,668       $4,423,627        ($1,799,959)     (41)
Insurance, Professional and         $716,479         $1,121,144        ($404,665)       (37)
         Other
Occupancy                           $555,799         $679,944          ($124,145)       (18)
Amortization and                    $327,539         $354,113          ($26,574)         (8)
         Depreciation
Special non-recurring
         charges                    $671,753         $1,642,684        ($970,931)       (59)
Total                               $4,895,238       $8,221,513        ($3,326,275)     (40)
</TABLE>

Operating and administrative expenses decreased approximately $3.33 million to
$4.9 million in 2000 from $8.22 million in 1999. Decreases in personnel expenses
were primarily due to the significant reduction in personnel.

Insurance, professional and other costs decreased by $404,665 to $716,479 in
2000 from $1,121,144 in 1999. This decrease was attributable to the general
decline in operating expenses as a result of management's efforts to reduce
costs in response to reduced revenues.

Occupancy cost decreased $124,145 to $555,799 in 2000 from $679,944 in 1999. The
decrease was primarily attributable to the moving to lower cost facilities and
to the closing of two offices in 2000.

Special, non-recurring expenses of $1,642,684 were incurred in 1999 in
conjunction with the redemption of three series of preferred stock and the
settlement of certain other obligations. This sum includes: loan, advisory,
legal and other professional fees associated with the restructuring; the
settlement of the employment contract of the former President and Chief
Operating Officer of the company; a payment in settlement of the company's
obligations to an investment banking firm; and various other expenses the
company incurred during its exploration of strategic and financial alternatives.
In 2000, special, non-recurring expenses were $671,753, down $970,931 form 1999.
These expenses in 2000 related exclusively to the settlement of employment
contracts and agreements with six former officers of the company.

Losses from continuing operations before interest expense decreased $1,345,135
to $1,390,898 in 2000 from $2,736,033 in 1999 primarily because of the reduced
overhead in response to the company's reduced revenues.

Interest expense decreased $133,349 to $80,636 in 2000 from $213,985 in 1999.
The overall decrease was primarily caused by reduced bank borrowings and
additional cash resources available from the issuances of preferred stock.

Discontinued operations losses totaling $125,315 represent the net loss from the
disposition of European operations during 1999. There were no discontinued
operations in 2000. The





                                       11
<PAGE>   14

company realized an extraordinary gain of $125,400 in 2000 when an entity to
which Crown owed a $250,000 breakup fee forgave the remaining balance of that
obligation.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents decreased by $2,082,524 to $127,927 in 2000 from
$2,210,451 in 1999. In January 2000, the company repaid the remaining $1,770,000
balance of a credit facility pursuant to the terms of that facility. This
repayment substantially reduced the company's liquidity. The company presently
has no bank credit facilities. Crown is actively pursuing such facilities to
enhance its liquidity and operating capacity. The company is also seeking to
improve its liquidity by generating new business revenues, raising additional
capital or entering into strategic alliances with capital partners.

Crown is incurring operating cash deficits and is funding those deficits using
cash resources on hand as well as cash available pursuant to the terms of the
stock subscription for the Series HH Preferred Stock. For the foreseeable
future, the company expects to fund current operations with cash provided by
operations, the issuance of additional preferred stock and the establishment of
bank credit facilities. In 1999, Crown improved its liquidity through the sale
of certain assets. The company does not anticipate being able to employ similar
strategies for the foreseeable future. Crown continues to attempt to develop new
sources of revenue, to expand revenues from its existing client base and to
reduce operating expenses. As noted above, the company is also seeking
additional capital resources as a means of funding or eliminating operating
deficits.

HISTORICAL CASH FLOWS

Cash decreased $2,082,524 in 2000 compared to a $278,308 increase in 1999. The
2000 amount decreased primarily as the result of ongoing operational losses and
the repayment of debt. This decrease was partially offset by the issuance of
Series CC Preferred in September 2000.

Cash flows from operating activities required the use of $841,491 in 2000.
Operating activities used $1,306,620 in 1999.

Investing activities provided cash of $93,582 in 2000. Similar activities
provided cash of $8,271,163 in 1999. The change was due primarily to the
availability in 1999 of $3,706,106 in previously restricted cash, $1,548,214
from the sale of the headquarters building, $488,687 from the sale of the Fannie
Mae DUS loan portfolio and $2,744,000 from the sale of the company's European
operations. See "Note 2 - Discontinued Operations and Dispositions - to the
Consolidated Financial Statements." There was no corresponding activity in 2000.

Financing activities used $6,686,235 in cash in 1999. In 2000, financing
activities used $1,334,615 of cash. The 1999 uses included $4,111,236 for
principal payments on notes payable and $4,099,999 for redemption of Series AA
Preferred and Series BB Preferred. Proceeds from notes receivable from affiliate
generated $2,225,000 in cash. In addition, in the fourth quarter of 1999, the
company redeemed the remaining $900,000 of its Series B







                                       12
<PAGE>   15

Preferred by utilizing the same amount of restricted cash on hand. The 2000 uses
include $1,770,000 in repayment on notes payable, which was partially offset by
$500,000 received from the issuance of the Series CC Preferred.


































                                       13
<PAGE>   16




ITEM  7.  -  FINANCIAL STATEMENTS
---------------------------------

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

                                                                            PAGE
                                                                           ----
Independent Auditors' Report............................................    F-1

Consolidated Balance Sheets, December 31, 2000 and 1999.................    F-3

Consolidated Statements of Operations for the years ended
  December 31, 2000 and 1999............................................    F-4

Consolidated Statements of Shareholders' Equity for the years
   ended December 31, 2000 and 1999.....................................    F-5

Consolidated Statements of Cash Flows for the years ended
   December 31, 2000 and 1999...........................................    F-6

Notes to Consolidated Financial Statements for the years
   ended December 31, 2000 and 1999.....................................    F-8














                                       14
<PAGE>   17

[DELOITTE & TOUCHE LETTERHEAD]





INDEPENDENT AUDITORS' REPORT


To the Shareholders of
  Crown NorthCorp, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Crown NorthCorp,
Inc. and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the years 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 audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Crown NorthCorp, Inc. and
subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

We have also examined the pro forma adjustments reflecting the sale of Series
DD, Series EE, Series FF and Series GG Preferred Stock as described in Note 1
and the application of those adjustments to the historical amounts in the
accompanying pro forma consolidated balance sheet of Crown NorthCorp, Inc. and
subsidiaries as of December 31, 2000. Such pro forma adjustments are based upon
management's assumptions described in Note 1. Crown NorthCorp, Inc.'s management
is responsible for the pro forma financial information. Our responsibility is to
express an opinion on the pro forma consolidated balance sheet based on our
examination.

Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included such procedures as we considered necessary in the
circumstances. We believe that our examination provides a reasonable basis for
our opinion.






                                       F-1
<PAGE>   18

The objective of this pro forma financial information is to show what the
significant effects on the historical consolidated balance sheet might have been
had the sale of Series DD, Series EE, Series FF and Series GG Preferred Stock
occurred at an earlier date. However, the pro forma consolidated balance sheet
is not necessarily indicative of the effects on financial position that would
have been attained had the above-mentioned transaction actually occurred
earlier.

In our opinion, management's assumptions provide a reasonable basis for
presenting the significant effects directly attributable to the above-mentioned
transactions described in Note 1, the related pro forma adjustments give
appropriate effect to those assumptions, and the pro forma column reflects the
proper application of those adjustments to the historical consolidated balance
sheet amounts.


/s/ Deloitte & Touche LLP

June 6, 2001
(September 21, 2001 as to Notes 1 and 4)









                                       F-2
<PAGE>   19
CROWN NORTHCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS, DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                2000
                                                                                         PRO FORMA            1999
                                                                     Historical         (see Note 4)       Historical
                                                                    -------------      -------------      -------------
ASSETS

<S>                                                                 <C>                <C>                <C>
CURRENT ASSETS:
  Cash and cash equivalents                                         $     127,927      $     467,927      $   2,210,451
  Receivables:
    Accounts receivable trade - net of allowance of
       $135,000 in 1999 (none in 2000)                                    105,496            105,496            454,036
    Affiliated entities                                                                                          32,130
  Prepaid expenses and other assets                                        56,396             56,396             93,859
                                                                    -------------      -------------      -------------

           Total current assets                                           289,819            629,819          2,790,476

PROPERTY AND EQUIPMENT - Net                                              121,442            121,442            268,794

RESTRICTED CASH                                                           500,000            500,000            500,000

GOODWILL - Net of accumulated amortization of $320,085
  in 2000 and $251,304 in 1999                                            121,193            121,193            189,974

OTHER ASSETS:
  Investments in partnerships and joint ventures                          108,402            108,402             81,212
  Other investments                                                       527,062            527,062
  Loan servicing rights - net of accumulated amortization
    of $137,452 in 2000 and $93,629 in 1999                               749,139            749,139            434,326
  Capitalized software cost - net of accumulated amortization
    of $252,156 in 2000 and $129,422 in 1999                              296,420            296,420            410,696
  Deposits                                                                 11,762             11,762             19,496
                                                                    -------------      -------------      -------------

           Total other assets                                           1,692,785          1,692,785            945,730
                                                                    -------------      -------------      -------------

TOTAL                                                               $   2,725,239      $   3,065,239      $   4,694,974
                                                                    =============      =============      =============

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Current portion of long-term obligations                          $     510,000                         $     200,000
  Accrued breakup fees                                                                                          250,000
  Accounts payable                                                        287,479      $     287,479             96,033
  Accrued expenses:
    Settlement                                                             71,690             71,690            146,810
    Interest                                                               49,333
    Other                                                                 177,911            177,911            202,074
                                                                    -------------      -------------      -------------

            Total current liabilities                                   1,096,413            537,080            894,917

LONG-TERM OBLIGATIONS:
  Notes and bonds payable - less current portion                                                              1,680,000
  Allowance for loan losses                                               500,000            500,000            500,000
  Deferred gain on sale leaseback                                                                               229,146
                                                                    -------------      -------------      -------------

            Total long-term obligations                                   500,000            500,000          2,409,146

REDEEMABLE PREFERRED STOCK                                                                                      500,000

SHAREHOLDERS' EQUITY:
  Common stock                                                            117,405            117,405            112,609
  Convertible preferred stock
  Additional paid-in capital                                            7,662,076          8,561,409          6,068,208
  Accumulated deficit                                                  (6,583,602)        (6,583,602)        (5,222,853)
  Treasury stock, at cost                                                 (67,053)           (67,053)           (67,053)
                                                                    -------------      -------------      -------------

            Total shareholders' equity                                  1,128,826          2,028,159            890,911
                                                                    -------------      -------------      -------------


TOTAL                                                               $   2,725,239      $   3,065,239      $   4,694,974
                                                                    =============      =============      =============

</TABLE>

See notes to consolidated financial statements.











                                       F-3
<PAGE>   20



CROWN NORTHCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                           2000                   1999

<S>                                                                                  <C>                     <C>
REVENUES:
  Management fees                                                                    $  1,326,007            $  2,635,394
  Disposition fees                                                                         43,261                 970,389
  Incentive fees                                                                          241,000                 159,811
  Loan servicing fees                                                                     120,730                 293,342
  Interest income                                                                         886,800                 753,485
  Income from partnerships and joint ventures                                              58,993                 215,767
  Gain on sale of property                                                                229,146                  30,263
  Gain on bond securitization                                                             372,449
  Other                                                                                   225,954                 427,028
                                                                                     ------------            ------------

            Total revenues                                                              3,504,340               5,485,479
                                                                                     ------------            ------------

OPERATING AND ADMINISTRATIVE EXPENSES:
  Personnel                                                                             2,623,668               4,423,628
  Insurance, professional and other                                                       716,479               1,121,144
  Occupancy                                                                               555,799                 679,944
  Amortization and depreciation                                                           327,539                 354,113
  Special non-recurring charges, net                                                      671,753               1,642,684
                                                                                     ------------            ------------

           Total operating and administrative expenses                                  4,895,238               8,221,513
                                                                                     ------------            ------------

LOSS FROM CONTINUING OPERATIONS
  BEFORE INTEREST EXPENSE                                                              (1,390,898)             (2,736,034)

INTEREST EXPENSE                                                                           80,636                 213,985
                                                                                     ------------            ------------

LOSS FROM CONTINUING OPERATIONS
  BEFORE EXTRAORDINARY GAIN                                                            (1,471,534)             (2,950,019)

DISCONTINUED OPERATIONS:
  Loss from operations                                                                                            (11,606)
  Loss on sale                                                                                                   (113,709)

EXTRAORDINARY GAIN ON FORGIVENESS
  OF ACCRUED BREAKUP FEES                                                                 125,400
                                                                                     ------------            ------------


NET LOSS                                                                             $ (1,346,134)           $ (3,075,334)
                                                                                     ============            ============


LOSS PER SHARE, BASIC AND DILUTED:
  Continuing operations before extraordinary gain                                    $      (0.13)           $      (0.26)
  Discontinued operations:
    Loss from operations                                                                                              --
    Loss on sale                                                                                                    (0.01)
  Extraordinary gain on forgiveness of accrued breakup fees                                  0.01
                                                                                     ------------            ------------

           Total loss per share                                                      $      (0.12)           $      (0.27)
                                                                                     ============            ============


WEIGHTED AVERAGE SHARES OUTSTANDING                                                    11,321,763              11,200,022
                                                                                     ============            ============
</TABLE>


See notes to consolidated financial statements.




                                      F-4
<PAGE>   21






CROWN NORTHCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                       CONVERTIBLE PREFERRED STOCK
                                                                       ------------------------------------------------------------
                                                                           SERIES AA            SERIES BB            SERIES CC
                                                 COMMON STOCK          ----------------     ------------------     ----------------
                                            SHARES                     SHARES                SHARES                SHARES
                                            ISSUED         AMOUNT      ISSUED    AMOUNT      ISSUED     AMOUNT     ISSUED    AMOUNT
                                            ------         ------      ------    ------      ------     ------     ------    ------


<S>                                       <C>            <C>         <C>        <C>        <C>        <C>             <C>
BALANCE, DECEMBER 31, 1998                11,065,120     $ 110,651        1                     1

Comprehensive loss:
  Net loss
  Foreign currency
    translation adjustment

          Total comprehensive loss
Issuance of common stock                     195,824         1,958
Shares reacquired                                                        (1)                   (1)
Issuance of treasury shares
                                          ----------     ---------   --------   ---------  -------    -------    -------  ---------

BALANCE, DECEMBER 31, 1999                11,260,944       112,609

  Net loss and total
    comprehensive loss
  Issuance of common stock                   191,907         4,796
  Issuance of preferred stock                                                                                          1
  Redeemable preferred
    stock reacquired
  Shareholder distributions
  Investment in equity transactions
                                          ----------     ---------   --------   ---------  -------    -------    -------  ---------


BALANCE, DECEMBER 31, 2000                11,452,851     $ 117,405                                                    1
                                          ==========     =========   ========   =========  =======    =======    =======  =========


<CAPTION>


                                                                       ACCUMULATED
                                                                          OTHER
                                         ADDITIONAL                   COMPREHENSIVE                                     TOTAL
                                          PAID-IN       ACCUMULATED      INCOME               TREASURY STOCK        SHAREHOLDERS'
                                          CAPITAL         DEFICIT        (LOSS)          SHARES          AMOUNT        EQUITY
                                          -------         -------        -------         ------          ------        ------


<S>                                     <C>            <C>               <C>           <C>             <C>            <C>
BALANCE, DECEMBER 31, 1998              $ 9,993,864    $ (2,147,520)     $(48,457)        (410)        $    (327)     $ 7,908,211

Comprehensive loss:
  Net loss                                               (3,075,333)                                                   (3,075,333)
  Foreign currency
    translation adjustment                                                 48,457                                          48,457
                                                       ------------      --------                                     -----------
          Total comprehensive loss                       (3,075,333)       48,457                                      (3,026,876)
Issuance of common stock                    107,617                                                                       109,575
Shares reacquired                        (4,132,997)                                (1,481,663)         (167,002)      (4,299,999)
Issuance of treasury shares                  99,724                                     800,000          100,276          200,000
                                        -----------    ------------      --------      --------        ---------      -----------

BALANCE, DECEMBER 31, 1999                6,068,208      (5,222,853)                   (682,073)         (67,053)         890,911

  Net loss and total
    comprehensive loss                                   (1,346,134)                                                   (1,346,134)
  Issuance of common stock                   33,204                                                                        38,000
  Issuance of preferred stock               500,000                                                                       500,000
  Redeemable preferred
    stock reacquired                        450,000                                                                       450,000
  Shareholder distributions                                 (14,615)                                                      (14,615)
  Investment in equity transactions         610,664                                                                       610,664
                                        -----------    ------------      --------      --------        ---------      -----------


BALANCE, DECEMBER 31, 2000              $ 7,662,076    $ (6,583,602)     $             (682,073)       $ (67,053)     $ 1,128,826
                                        ===========    ============      ========      ========        =========      ===========
</TABLE>


See notes to consolidated financial statements.



                                       F-5
<PAGE>   22


CROWN NORTHCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     2000           1999

<S>                                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                       $(1,346,134)   $(2,950,018)
  Foreign currency translation adjustment                                                            48,457
                                                                                 -----------    -----------
  Total comprehensive net loss                                                    (1,346,134)    (2,901,561)
  Adjustments to reconcile net loss to net cash used in operating activities:
    Amortization and depreciation                                                    383,330        571,402
    Decrease in reserve for loan losses                                                             (76,000)
    Equity in income from investment in partnerships and joint ventures              (58,993)       135,256
    Loss on disposal of equipment                                                     26,538
    Accretion of deferred gain                                                      (229,146)       (30,263)
    Forgiveness of accrued breakup fees                                             (125,400)
    Write off of capitalized acquisition costs                                       400,000
    Gain on bond securitization                                                     (372,449)
    Gain on sale of portfolio                                                                      (142,698)
    Payment of board of directors' fees by issuance of common stock                   38,000        109,575
    Change in operating assets and liabilities - net of effects from purchases
      and divestitures of subsidiaries:
      Accounts receivable                                                            380,670      1,083,609
      Prepaid expenses and other assets                                               45,197        234,994
      Accounts payable and accrued expenses                                           16,896       (301,095)
                                                                                 -----------    -----------

           Net cash used in continuing operating activities                         (841,491)    (1,316,781)

           Net cash provided by discontinued operating activities                                    10,161
                                                                                 -----------    -----------

           Net cash used in operating activities                                    (841,491)    (1,306,620)
                                                                                 -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Decrease in restricted cash                                                                     3,706,106
  Distributions from partnerships and joint ventures                                 115,405        (75,389)
  Purchase of property and equipment                                                 (21,823)      (140,455)
  Proceeds from sale of corporate office                                                          1,548,214
  Proceeds from sale of DUS portfolio                                                               488,687
  Proceeds from sale of discontinued operations                                                   2,744,000
                                                                                 -----------    -----------

            Net cash provided by investing activities                                 93,582      8,271,163
                                                                                 -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Shareholder distributions                                                          (14,615)
  Issuance of common stock                                                                          200,000
  Principal payments on notes payable                                             (1,770,000)    (4,111,236)
  Proceeds from notes payable                                                                     2,225,000
  Redemption of redeemable preferred stock                                                         (900,000)
  Redemption of Series AA preferred stock                                                        (3,299,999)
  Redemption of Series BB preferred stock                                                          (800,000)
  Redemption of redeemable preferred stock                                           (50,000)
  Issuance of Series CC preferred stock                                              500,000
                                                                                 -----------    -----------

            Net cash used in financing activities                                 (1,334,615)    (6,686,235)
                                                                                 -----------    -----------

NET INCREASE (DECREASE) IN CASH DURING THE YEAR                                   (2,082,524)       278,308

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                     2,210,451      1,932,143
                                                                                 -----------    -----------


CASH AND CASH EQUIVALENTS AT END OF YEAR                                         $   127,927    $ 2,210,451
                                                                                 ===========    ===========
</TABLE>


See notes to consolidated financial statements.



                                      F-6

<PAGE>   23

CROWN NORTHCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 (CONTINUED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                            2000           1999

<S>                                                       <C>            <C>
SUPPLEMENTAL INFORMATION:

  CASH PAID FOR INTEREST                                  $ 30,903       $ 149,379
                                                          =========      =========

  REDEMPTION OF PREFERRED STOCK
    THROUGH NOTE PAYABLE                                                 $ 200,000
                                                                         =========
</TABLE>



See notes to consolidated financial statements.



                                      F-7

<PAGE>   24



CROWN NORTHCORP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------


1.    BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING POLICIES

      PRINCIPLES OF CONSOLIDATION - The accompanying consolidated financial
      statements include the accounts of Crown NorthCorp and its majority owned
      subsidiaries (collectively, the Company). All significant intercompany
      balances and transactions have been eliminated.

      BUSINESS DESCRIPTION - The Company is a specialty financial services
      company providing comprehensive asset management and risk management
      services to owners and operators of commercial real estate interests.
      Assets managed are located throughout the United States and include
      commercial and residential real estate, performing and nonperforming real
      estate and commercial loans, partnership investments and other
      miscellaneous assets.

      DISCONTINUED OPERATIONS - The Company sold its European operations in 1999
      (see Note 2).

      LOSS FROM OPERATIONS - The Company incurred a net loss from continuing
      operations of approximately $1,346,000 and $2,950,000 in 2000 and 1999,
      respectively. In addition, at December 31, 2000, current liabilities
      exceed current assets by $806,594. Should losses continue to occur, the
      Company will continue to have difficulty satisfying liabilities as they
      come due. In May 2001, the Company issued Series DD Convertible Preferred
      Stock to the Chief Executive Officer of the Company ("CEO") in exchange
      for $200,000 cash. Also in September 2001 the Company issued Series GG
      Convertible Preferred Stock to the CEO in exchange for $140,000 cash. In
      addition to the $340,000 in cash generated by the issuance of Series DD
      and GG Convertible Preferred Stock, the Company has issued preferred
      stock, as discussed in Note 4, to reduce current liabilities by
      approximately $559,000. The pro forma consolidated balance sheet at
      December 31, 2000 reflects the effect of such transactions, assuming the
      transactions had occurred prior to December 31, 2000 and that all cash
      received was held by the Company. Also, in September 2001, the Company
      entered into a stock subscription agreement with the chief executive
      officer ("CEO") of the Company, whereby as the Company experiences
      liquidity needs through December 31, 2002 the CEO will purchase up to 15
      shares of Series HH Convertible Preferred Stock for $10,000 per share.
      Additionally, management has taken actions to reduce the size of the
      Company, simplify its capital structure and increase its core business
      units. Accordingly, management believes that the Company will be able to
      return to profitable operations, realize its assets and satisfy its
      liabilities in the normal course of business.

      CONCENTRATIONS - Private-sector contracts with one customer accounted for
      33% of revenues for 1999 and approximately 23% of total accounts
      receivable at December 31, 1999. As of December 31, 2000 that entity is no
      longer a customer of the Company. Certain private-sector contracts are
      generally cancelable with 30 days notice.

      CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
      instruments with an original maturity of three months or less to be cash
      equivalents.



                                      F-8
<PAGE>   25


      DEPRECIATION - Property and equipment are recorded at cost. Depreciation
      is computed using the straight-line method over estimated useful lives of
      five to forty years.

      GOODWILL - The excess purchase price over the fair value of identifiable
      assets acquired is recorded as goodwill in the accompanying financial
      statements. Goodwill is being amortized over its estimated life of 4 to 10
      years using the straight-line method. At each balance sheet date, a
      determination is made by management to ascertain whether the goodwill has
      been impaired based on several criteria, including, but not limited to,
      sales trends, undiscounted operating cash flows and other operating
      factors. At December 31, 2000 and 1999 no impairment is indicated.

      LOAN SERVICING RIGHTS - The Company records an asset upon the sale of a
      loan with servicing retained and allocates the cost of the loan to the
      servicing rights and to the loans based on their relative fair values.
      Fair values are estimated using discounted cash flows based on a current
      market interest rate. The resulting gain on sale of loans is included in
      mortgage origination. The Company also purchases mortgage servicing rights
      and records such rights at the cost to purchase.

      The cost of loan servicing rights is amortized in proportion to, and over
      the period of, estimated net servicing revenues. Impairment of loan
      servicing rights is assessed based on the fair value of those rights. The
      carrying amount of loan servicing rights approximates the fair value.

      CAPITALIZED SOFTWARE COST - Capitalized software costs are amortized using
      a straight-line basis over 4 to 5 years. During 1999 the Company
      capitalized costs of approximately $66,000 for computer software developed
      for internal use. There were no software costs capitalized in 2000.

      LOAN SERVICING FEES - Loan servicing fees are recognized as earned under
      the terms of the related servicing contract.

      INVESTMENTS IN PARTNERSHIPS AND JOINT VENTURES - Certain of the Company's
      general partner and joint venture investments (ranging from 1% to 50%) are
      carried at cost, adjusted for the Company's proportionate share of
      undistributed earnings and losses because the Company exercises
      significant influence over their operating and financial activities.

      During 2000 one of the Company's general partner investments, CRS Bond
      Portfolio LP ("CRS I"), sold its investments into a securitization and
      retained an interest in the certificate. The proceeds from the investment
      sale were used to buy out certain partners and, accordingly, the Company's
      investment in CRS I increased from 1% to 50% and the Company recorded
      additional paid in capital of approximately $96,000 for capital amounts
      allocated to it as a result of this transaction.

      Also, during 2000 one of the Company's general partner investments, CRS
      Bond Portfolio, II LP ("CRS II"), sold its investments into a
      securitization and retained an interest in the certificate. The Company
      retained servicing rights of the sold investments, and the Company
      recorded a gain of approximately $372,000 and recorded a servicing asset
      for this amount. The proceeds from the investment sale were used by CRS II
      to buy out certain partners. The Company's investment in CRS II increased
      from 1% to 100% and CRS II is now accounted for as a consolidated
      wholly-owned subsidiary. The Company recorded additional paid in capital
      of approximately $516,000 for capital accounts allocated to it as a result
      of this transaction. The retained certificate is carried at amortized cost
      of approximately $527,000.



                                      F-9
<PAGE>   26


      RESERVE FOR LOAN LOSSES - The Company established an allowance for loan
      losses to provide for estimated losses in the acquired mortgage portfolios
      serviced. The Company sold the mortgage portfolio in December 1999 (see
      Note 2). The reserve balance at December 31, 1999 was established to
      offset losses incurred or sustained by the purchaser by reason of or
      associated with the mortgage loans.

      FORGIVENESS OF ACCRUED BREAKUP FEES - During 1999 the Company agreed to
      pay $250,000 to an entity interested in purchasing the Company if the
      Company pursued a different alternative. The Company decided in 1999 not
      to sell to that entity and recognized the breakup fees as an expense.
      During 2000 the entity forgave the remaining balance which resulted in an
      extraordinary gain of $125,400 ($0.01 per share).

      MANAGEMENT FEES - Management fees are recorded as revenue when services
      required under the contracts are performed, and are based on a percentage
      applied to the aggregate value of the assets managed, as assigned in the
      contracts, or on original base monthly amounts, as defined in the
      contracts. Upon each disposition, withdrawal or addition of an asset or
      asset group, the management fee is adjusted to reflect the change in
      aggregate value of the assets. Management fees are calculated on a daily
      basis as set forth in the contracts.

      DISPOSITION FEES - Disposition fees are recorded as revenue when the
      disposition of an asset has been consummated and the gross proceeds from
      the disposition have been received by the asset owner. Disposition fees
      are generally based on a percentage of the proceeds of an asset
      disposition, as defined by the contracts, or a fixed amount per
      disposition.

      INCENTIVE FEES - Certain contracts provide for incentive fees if the
      Company achieves net cash collections in excess of thresholds established
      in the contracts. Upon substantial achievement of related thresholds,
      long-term contract revenues are recognized on the percentage-of-completion
      method based on assets realized relative to total contract assets, net of
      any anticipated losses. Billings for long-term contracts are rendered
      periodically, as permitted by contract terms.

      INCOME TAXES - Deferred tax assets and liabilities are reflected at
      currently enacted income tax rates applicable to the period in which the
      deferred tax assets or liabilities are expected to be realized or settled.
      As changes in the tax laws or rates are enacted, deferred tax assets and
      liabilities are adjusted through the provision for income taxes.

      LOSS PER COMMON SHARE - As the Company incurred net losses in 2000 and
      1999 there are no potential common shares to be included in the
      computation of diluted per-share amounts, in accordance with Statement of
      Financial Accounting Standards ("SFAS") No. 128 "Earnings per Share".

      MANAGEMENT ESTIMATES - The preparation of financial statements in
      conformity with accounting principles generally accepted in the United
      States of America 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
      reporting period. Actual results could differ from those estimates.

      RECENTLY ISSUED ACCOUNTING STANDARD - SFAS No. 133 "Accounting for
      Derivative Instruments and Hedging Activities" was issued in June 1998 and
      will require adoption beginning January 1, 2001. This new statement
      establishes accounting and reporting standards for derivative instruments



                                      F-10
<PAGE>   27


      and for hedging activities, and requires companies to recognize all
      derivatives as either assets or liabilities in the balance sheet and to
      measure such instruments at fair value. The Company does not anticipate
      the statement materially impacting its financial position, results of
      operations or cash flows.

      SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other
      Intangible Assets" are expected to be issued by the Financial Accounting
      Standards Board in July 2001. SFAS No. 141 will require that the purchase
      method of accounting be used for all business combinations entered into
      after June 30, 2001. SFAS No. 142 changes the accounting for goodwill from
      an amortization method to an impairment-only approach. Thus, amortization
      of goodwill, including goodwill recorded in past business combinations,
      will cease upon adoption of SFAS No. 142, which for the Company will be
      January 1, 2002. The Company is still evaluating the impact that adoption
      of these statements will have on its financial position, results of
      operations and cash flows.

      RECLASSIFICATIONS - Certain reclassifications of prior year amounts have
      been made to conform with current year presentation.

2.    DISCONTINUED OPERATIONS AND DISPOSITIONS

      In August 1999, the Company sold its European segment which had interests
      in HMR Sweden, L.L.C., Catella/Crown NorthCorp Joint Venture AB and a
      related asset management contract for total consideration of approximately
      $3,500,000. The selling price was receivable in cash and the cancellation
      of indebtedness to an affiliate of a shareholder-director of approximately
      $980,000, of which $726,000 was received from sale proceeds and the
      remaining amount due in the form of a note payable. The remaining funds
      were substantially used to pay down long-term debt (see Note 4). The sale
      resulted in a loss of $113,709 ($.01 per share). Revenues for the European
      segment were approximately $450,000 in 1999.

      In December 1999, the Company sold its portfolio of loans serviced under
      the Fannie Mae Delegated Underwriting and Servicing Program (DUS) for net
      proceeds of $488,687. Pursuant to the sale agreement, $500,000 must be
      retained as a cash reserve, to offset losses incurred or sustained by the
      purchaser by reason of or associated with the mortgage loans. These funds
      must be held in an escrow account until all of the mortgage loans have
      been paid off. The transaction resulted in a gain on the sale of $142,968.

3.    PROPERTY AND EQUIPMENT

      Property and equipment consists of the following at December 31, 2000 and
      1999:

<TABLE>
<CAPTION>
                                                      2000              1999

<S>                                                <C>              <C>
Furniture and equipment                            $ 904,346        $ 1,323,742
Less accumulated depreciation                       (782,904)        (1,054,948)
                                                   ----------       -----------

Property and equipment - net                       $ 121,442        $   268,794
                                                  ==========         =========
</TABLE>

      In May 1999, the Company sold its corporate headquarters for net proceeds
      of approximately $1,548,214. On that same date, the Company entered into a
      lease of a portion of the space in the building. Pursuant to the lease,
      the Company makes annual rental payments of approximately



                                      F-11
<PAGE>   28


      $160,000 for an initial term of five years provided, however, that the
      Company may terminate the lease upon six months' notice under certain
      terms and conditions. Accordingly, the Company recorded a deferred gain on
      sale of $259,410. During 2000 the Company terminated the lease and signed
      a new lease agreement for an insignificant portion of the same building,
      which expires December 31, 2001, resulting in full recognition of the
      remaining deferred gain. Rental payments payable under the new lease
      agreement for 2001 are approximately $26,000. The Company recognized
      accreted income of $229,146 and $30,263 in 2000 and 1999, respectively,
      related to the sale.

4.    NOTES AND BONDS PAYABLE

      Long-term debt consists of the following at December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                                             2000             1999

<S>                                                        <C>
Promissory Note, 14% at December 31, 1999,
  due November 24, 2004, paid in 2000                                       $ 1,680,000
Promissory Note, 10% annual interest, principal
  and accrued interest payable on September 27, 2001       $  310,000
Promissory Note for preferred redemption to
  former shareholders, prime (8.5% at
  December 31, 2000 and 1999) due
  December 22, 2000, see Note 7                               200,000           200,000
                                                           ----------       -----------
Total                                                         510,000         1,880,000
Less current portion                                          510,000           200,000
                                                           ----------       -----------

Long-term debt                                             $                $ 1,680,000
                                                           ==========       ===========
</TABLE>




      All principal payments on long-term debt are payable in 2001.

      At December 31, 2000 and 1999, the fair value of the Company's long-term
      debt approximates its recorded value, based on current market interest
      rates and remaining maturities. In addition, in May 2001 the Company
      issued Series EE Convertible Preferred Stock to a board member and
      shareholder in exchange for paying the $200,000 note due December 22, 2000
      and accrued interest of $9,896. In September 2001 the Company issued to
      the CEO Series FF Convertible Preferred Stock in the stated amount of
      $320,152 in consideration of the holder assuming the Company's obligation
      under the $310,000 promissory note plus unpaid accrued interest
      (approximately $40,000 at December 31, 2000).

5.    LEASES

      The Company, in its operations, leases office facilities and equipment.
      All leases in effect at December 31, 2000, which expire on various dates
      through 2001, have been classified as operating leases. Rent expense was
      approximately $384,000 and $425,000 in 2000 and 1999, respectively.



                                      F-12
<PAGE>   29


      The future minimum operating lease payments as of December 31, 2000 are as
      follows:

<TABLE>
<CAPTION>
                                                               EQUIPMENT      OFFICES
<S>                                                            <C>           <C>
      Year ending December 31:
        2001                                                   $ 9,676       $ 39,790
                                                               --------      --------

      Total                                                    $ 9,676       $ 39,790
                                                               ========      ========
</TABLE>


6.    RELATED PARTY TRANSACTIONS

      In August 1999, the Company sold its interests in HMR, an affiliate
      controlled by a director-shareholder of the Company (see Note 2). The
      Company purchased the equity investment in 1998 for approximately $2.5
      million in exchange for a 14.23% ownership interest in HMR. The Company
      funded its investment through a combination of cash on hand and a loan
      ($980,392) from another affiliate controlled by the director-shareholder.
      HMR has 13.09% ownership in Telereit Holding AB (Telereit), a Swedish real
      estate investment trust which holds approximately $614 million in a
      portfolio of assets in Sweden. In consideration of the
      director-shareholder's investment in Telereit and the loan from the
      affiliate controlled by the director-shareholder, the Company agreed to
      pay 25% of its management and disposition fees and 75% of its incentive
      fees received under the asset management agreement, net of the Company's
      expenses, to the director-shareholder. The Company had an interest in an
      asset management agreement with Telereit which the Company also sold in
      August 1999 (see Note 2). During 1999 the Company paid no amount to the
      director-shareholder under the agreement. During 1999, the Company
      recorded income from its investment in the partnership of $2,140,
      respectively.

      In 1999, in connection with the sale of the Company's European segment,
      the indebtedness of approximately $980,000, payable to an affiliate
      controlled by the director-shareholder was cancelled (see Note 2). The
      note accrued interest in an amount equal to the greater of 6.5% per annum
      on the outstanding principal amount or an amount based on cash
      distributions. During 1999, the Company paid interest of $37,350,
      respectively, for an effective rate of interest of 11.9%. Under the terms
      of a pledge agreement the note was secured by a portion of the Company's
      interest in the affiliate. A bank, on behalf of the Company, issued
      letters of credit aggregating approximately $625,000 to partially secure
      Telereit's obligations under a credit facility. During 1999, the letters
      of credit were returned to the bank.

      The Company conducts certain of its operations through various joint
      ventures and other partnership forms that are principally accounted for
      using the equity method. Included in the Company's revenues for 2000 and
      1999 are equity in income of related companies of approximately $59,000
      and $216,600, respectively. The Company also provides services for the
      ventures and included in revenues for 2000 and 1999 are management,
      incentive, retainer and disposition fees of approximately $241,000 and
      $160,000, respectively, related thereto.

      Payments to members of the Board of Directors were made in the form of
      common stock issuances totaling $38,000 and $109,575 in 2000 and 1999,
      respectively. In addition, one board member was paid $10,000 in cash.



                                      F-13
<PAGE>   30

7.    SHAREHOLDERS' EQUITY

      At December 31, 2000 and 1999, the Company has 30,000,000 authorized
      shares of its $.01 par value common stock ("Common Stock") and 1,000,000
      authorized shares of preferred stock.

      In December 1996, in connection with an acquisition, the Company issued
      2,000 shares of Series B Non-Voting, Non-Convertible Redeemable Preferred
      Stock (the "Series B Preferred"), with a par value of $.01 per share. No
      dividends of any type were to be paid on the shares. The liquidation value
      of each Series B Preferred share was $1,000. During 1998 the Company
      redeemed 600 shares for $600,000. The Company redeemed the remaining 900
      shares for $900,000 in December 1999.

      In December 1996, also in connection with an acquisition, the Company
      issued 500 shares of Series C Non-Voting, Convertible Redeemable Preferred
      Stock (the "Series C Preferred"), with a par value of $.01 per share. The
      shareholder is entitled to non-cumulative quarterly cash dividends at the
      rate of 8% per annum on the liquidation preference. The liquidation
      preference is $1,000 per Series C Preferred share. Each Series C Preferred
      share is convertible into 666.67 fully paid shares of Common Stock. The
      shares can be converted, at the option of the holder, during a 45-day
      conversion period after the 30-day period in which the average Common
      Stock closing share price equals or exceeds $1.50. The shares can be
      redeemed, at the option of the Company, following the expiration of the
      conversion period at a conversion price equal to the liquidation
      preference plus the full amount of any unpaid, declared dividends. During
      2000 the Company redeemed all 500 shares for $100 per share (total of
      $50,000 cash) and recorded $450,000 as additional paid-in capital.

      During 1996, primarily in connection with certain business acquisitions,
      the Company issued warrants entitling the holders to purchase 403,983
      shares of Common Stock at prices ranging from $0.63 to $1.00 per share
      over periods ranging from 18 months to 5 years after issuance. At January
      1, 1999, 349,300 warrants were exercisable. During 1999, 274,300 warrants
      expired or were forfeited and at December 31, 2000 and 1999, 75,000
      warrants are exercisable. No warrants were exercised in 2000 or 1999. The
      weighted average exercise price was $0.73 at December 31, 2000 and 1999,
      respectively.

      During 1998, the Company issued warrants to an employee entitling the
      holder to purchase up to 25,000 shares of common stock at $1.44 per share.
      As of December 31, 2000 and 1999 there are 25,000 exercisable warrants
      which expire November 30, 2003.

      During 1998, the Company issued warrants to an employee entitling the
      holder to purchase up to 50,000 shares of common stock at $2 per share.
      The warrants vest annually and expire December 1, 2003. Any unvested
      shares at the date of a change in control of the Company vest immediately.
      During 1999 the Company issued additional warrants entitling the holder to
      purchase up to 25,000 shares of common stock at $1.3125 per share. During
      2000 the Company issued additional warrants entitling the holder to
      purchase up to 265,000 shares of common stock at $.07 per share. These
      warrants were part of an agreement that required the individual to give up
      the rights to the warrants issued in 1998 and 1999. At December 31, 2000
      and 1999, the number of exercisable warrants was 265,000 and 45,000,
      respectively.

      During 2000 the Company entered into an employee termination agreement
      with various executive employees. As a result of that agreement the
      Company issued warrants entitling the holders to purchase up to 225,000
      shares of common stock at $.07 per share.



                                      F-14
<PAGE>   31


      In September 2000, the Company issued one share of Series CC Convertible
      Preferred Stock (the "Series CC Preferred"), with a par value of $.01 per
      share, to a company owned by the chief executive officer of the Company
      for $500,000 cash. The shareholder is entitled to cumulative quarterly
      cash dividends at the rate of 6% per annum on the liquidation preference.
      The liquidation preference is $500,000 per share of Series CC Preferred,
      plus unpaid cumulative dividends. The share of Series CC Preferred is
      convertible, at the option of the holder into 5,000,000 shares of common
      stock through September 15, 2005. Undeclared and unpaid cumulative
      dividends at December 31, 2000 are $7,500.

      See also Note 1 and Note 4 regarding subsequent issuance of Series DD, EE,
      FF, GG and HH Convertible Preferred Stock in 2001.

      A stock option plan for the outside directors of the Company was approved
      by the Company's shareholders in 1995. Under the plan, each outside
      director may be granted options for 100,000 shares of the Company's common
      stock at an option price equal to the common stock's market value on the
      date of the grant. The options vest over a four-year period if the Company
      achieves certain stock price thresholds. No options have been granted as
      of December 31, 2000 and 1999.

      The Company applies Accounting Principles Board ("APB") Opinion No. 25 and
      related interpretations in accounting for its stock options. Based on an
      estimated volatility of 220%, a weighted average life of 5.2 years and a
      discount rate of 6%, compensation cost, under the method of determination
      per SFAS 123, would have been approximately $47,000 and $2,700 higher than
      reported in the consolidated statements of operations, resulting in a net
      loss from continuing operations of $1,393,000 and $3,078,000 and a loss
      per share, basic and diluted, of $.13 and $0.27, for 2000 and 1999,
      respectively.

8.    BENEFIT PLANS

      The Company sponsors a defined contribution retirement plan for certain of
      its employees who had attained the age of 21 and had provided six months
      of service. The Company matches 25% of the first 4% of the employees'
      contributions and employer contributions were $19,932 and $24,391 in 2000
      and 1999, respectively.

      The Company has a profit sharing stock retirement plan (the "Plan")
      covering U.S. employees. The Plan is designed to provide employees with
      increased ownership of the Company's stock. The number of shares allocated
      to the Plan is discretionary. No amounts were awarded under the Plan in
      2000 or 1999.

9.    INCOME TAXES

      For the year ended December 31, 1999, the components of income tax expense
      consisted of the following:


<TABLE>
<S>                                                                         <C>
        Current                                                             $  (6,706)
        Deferred                                                                6,706
                                                                            ---------

        Total income tax (benefit) expense                                  $       0
                                                                            =========
</TABLE>




                                      F-15
<PAGE>   32


      There was no income tax expense in 2000.

      The income tax (benefit) expense differs from the amount computed by
      applying the statutory Federal income tax rate of 34% to pretax earnings
      (loss) from continuing operations as follows:

<TABLE>
<CAPTION>
                                                              2000               1999

<S>                                                        <C>              <C>
Income tax benefit at statutory rate                       $ (457,686)      $ (1,045,613)
Non-deductible foreign losses                                                     42,607
Non-deductible amortization                                    15,980             15,980
Non-deductible meals and entertainment                          2,173              7,516
Valuation allowance                                           477,200          1,296,300
Other - net                                                   (37,667)          (316,790)
                                                           ----------       ------------

Total income tax benefit                                   $        0       $          0
                                                           ==========       ============
</TABLE>



      The Company has approximately $5,664,000 of operating loss carryforwards
      available at December 31, 2000 which expire in varying amounts from 2002
      through 2019.

      At December 31, 2000 and 1999 the Company had recorded a net deferred tax
      asset as follows:

<TABLE>
<CAPTION>
                                                                 2000               1999

<S>                                                           <C>               <C>
Assets:
  Current:
    Collection allowance                                                        $    45,900
Long-term:
  Loss carryforward                                           $ 1,926,000         1,529,000
  Other                                                                              18,300
  Valuation allowance                                          (1,903,800)       (1,566,200)
                                                              -----------       -----------

            Total assets                                           22,200            27,000
                                                              -----------       -----------

Liabilities - long-term:
  Depreciation and amortization
  Deferred loan servicing                                         (22,200)          (27,000)
                                                              -----------       -----------

            Total liabilities                                     (22,200)          (27,000)
                                                              -----------       -----------


Net deferred tax asset                                        $         0       $         0
                                                              ===========       ===========
</TABLE>


10.   CONTINGENCIES

      The Company has certain contingent liabilities resulting from litigation
      and claims incident to the ordinary course of business. Management
      believes that the probable resolution of such contingencies will not
      materially affect the consolidated financial statements of the Company.



                                      F-16
<PAGE>   33


11.   MORTGAGE SERVICING FOR OTHERS

      Mortgage loans serviced for others are not included in the accompanying
      consolidated balance sheets. The unpaid principal balances of mortgage
      loans serviced for others was approximately $105 million and $1,406
      million at December 31, 2000 and 1999, respectively.

      Custodial escrow balances maintained in connection with the foregoing loan
      servicing, excluded from the accompanying consolidated balance sheets,
      were approximately $1.2 million and $44.6 million at December 31, 2000 and
      1999, respectively.

      Mortgage servicing rights of $372,449 were capitalized in 2000 (none in
      1999). Amortization of mortgage servicing rights was $137,452 and $191,713
      in 2000 and 1999, respectively.

12.   SEGMENT INFORMATION

      The Company presently operates in one segment as determined in accordance
      with SFAS No. 131 "Disclosures about Segment of an Enterprise and Related
      Information".

13.   SPECIAL CHARGES

      The following special charges were incurred by the Company during the
      years presented:

<TABLE>
<CAPTION>
                                                                     2000             1999

<S>                                                               <C>             <C>
Officer severance                                                 $ 225,000       $  450,000
Loan and breakup fees                                                                510,000
Professional fees                                                                    489,183
Write off of capitalized acquisition costs                          400,000
Other                                                                46,753          193,501
                                                                  ---------       ----------

Total special charges, net                                        $ 671,753       $1,642,684
                                                                  =========       ==========
</TABLE>


      On December 22, 1999 the Company entered into an agreement with its former
      President and Chief Operating Officer which called for his resignation
      from all positions with the Company, the extinguishment of related
      warrants to acquire stock of the Company and mutual releases for a
      settlement of $450,000.

      Additionally, the Company incurred expenses related to loan fees and
      professional fees associated with the 1999 restructuring of the Company.

      On September 1, 2000, the Company entered into an agreement with certain
      of its former executive employees to terminate their employment. The
      agreement called for payments of $225,000 in exchange for the termination
      of the employment contracts each of the executives had with the Company.

      During 2000, the Company entered into a business agreement with DRS Realty
      Services, Inc. In exchange for loan servicing revenues the Company agreed
      to guarantee $400,000 of debt that DRS had outstanding. The agreement
      failed and the Company wrote off the $400,000 of capitalized acquisition
      costs recorded at inception. During 2000 the Company made principal
      payments of $90,000 and the principal balance of the debt at December 31,
      2000 is $310,000, see Note 4.



                                      F-17
<PAGE>   34


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 company currently has four directors. All directors of the company hold
office until the next annual meeting of the stockholders and until their
successors have been duly elected and qualified. Crown's officers do not serve a
term of years but serve at the pleasure of the Board of Directors.

The directors and executive officers of the company as of September 20, 2001 are
as follows:

<TABLE>
<CAPTION>
NAME                       AGE              POSITION WITH COMPANY
----                       ---              ---------------------

<S>                        <C>              <C>
Ronald E. Roark            51               Chairman, Chief Executive Officer and Director
Gordon V. Smith            68               Director
David K. Conrad            45               Director
Grace Jenkins              49               Director
Rick Lewis                 47               Vice President, Treasurer and Chief Financial Officer
Stephen W. Brown           50               Secretary
</TABLE>

Set forth below are the principal occupations and affiliations during at least
the last five years of the directors and executive officers. All information is
as of September 20, 2001.

RONALD E. ROARK has served as Chairman of the Board of Directors of the company
since August 4, 1994 and as Chief Executive Officer of the company from
September 13, 1994 to March 28, 2000 and again since September 1, 2000. He
served as Acting President and Chief Operating Officer from August 31, 1996 to
April 21, 1997. Since 1995 he has served as President of Royal Investments Corp.
and, since 1979, has been President of Brookville Associates, Inc.

GORDON V. SMITH has served as a director of Crown since October 1, 1996. He has
been Chairman of the Board of Miller and Smith Holding, Inc. since 1964. From
1985 to 1994, he served as Chairman and Chief Executive Officer of Providence
Savings and Loan Association, F.A. Mr. Smith has served as a director of Bank
Plus since 1996 and as its Chairman since 1998.

DAVID K. CONRAD has served as a director of Crown since January 5, 2000. Mr.
Conrad is a partner in the law firm of Bricker & Eckler LLP and has been
affiliated with that firm since 1980. The firm provides legal services to the
company.


                                       15
<PAGE>   35


GRACE JENKINS has served as a director of Crown since October 30, 2000. From
March 6, 1997 until September 1, 2000, she served as Executive Vice President of
Crown. She served as a Vice President of the company from September 13, 1994 to
that date. Since February 2001, she has served as IT Program Process Group
Leader for American Electric Power.

RICK LEWIS has served as the company's Treasurer and Chief Financial Officer
since September 1, 2000 and as Vice President since February 22, 2000. Since
1994, he has administered the company's loan servicing operations.

STEPHEN W. BROWN has served as Secretary of Crown since September 13, 1994 and
as Corporate Counsel since August 1996. Since March 1992, he has served Crown in
various asset management capacities and as a legal counsel.

ITEM 10. - EXECUTIVE COMPENSATION
---------------------------------

The following table sets forth information for the year ended December 31, 2000
with respect to the two individuals who served as Crown's Chief Executive
Officer during, the executive officers other than the Chief Executive Officer
and certain other individuals.


<TABLE>
<CAPTION>
                               YEAR ENDED                                                   ALL OTHER
          NAME                DECEMBER 31           SALARY               BONUS            COMPENSATION
          ----                -----------           ------               -----            ------------
<S>                               <C>              <C>                  <C>                  <C>
Ronald E. Roark,                  2000             $100,000               $0                 $10,000
Chairman and                      1999             $300,000               $0                 $10,000
CEO (1)                           1998             $300,000               $0                 $10,000

James F. Russell II,              2000             $100,000               $0                 $17,243
President and CEO (2)


Stephen W. Brown,                 2000              $54,166               $0                 $56,775
Secretary and Corporate           1999              70,568                $0                 $2,933
Counsel (3)                       1998              67,368                $0                 $2,800


Rick Lewis, Vice                  2000              $85,500               $0                   $0
President, Treasurer and          1999              $85,500               $0                   $0
Chief Financial Officer           1998              $85,500               $0                   $0

Grace Jenkins, Executive          2000              $83,333               $0                 $48,397
Vice President; Director          1999             $113,716             $25,000              $10,000
(4)                               1998             $103,716               $0                 $10,000
</TABLE>

                                       16
<PAGE>   36


<TABLE>
<S>                               <C>              <C>                  <C>                  <C>
Richard A. Brock, Senior          2000              $83,333               $0                 $44,752
Vice President(5)                 1999             $111,573             $20,000              $10,000
                                  1998             $104,930               $0                 $10,000
</TABLE>


(1)      Mr. Roark has served as Chairman of the company since August 4, 1994
         served as its CEO from September 13, 1994 through March 28, 2000 and
         again since September 1, 2000. The company pays family medical coverage
         and disability insurance premiums on his behalf. Since January 1, 2000,
         any payments of salary to Mr. Roark have been funded by Royal; Crown
         does not anticipate funding Mr. Roark's salary itself for the
         foreseeable future. See generally "Item 12 - Certain Relationships and
         Related Transactions."

(2)      Mr. Russell served as the company's chief executive officer from March
         28, 2000 to September 1, 2000.

(3)      Mr. Brown's Other Compensation for 2000 includes a deferred payment
         received by him pursuant to the settlement effective September 1, 2000
         of his employment contract with the company as well as fees for
         services. As part of the employment contract settlement, the company
         issued Mr. Brown warrants to purchase 85,000 shares of common stock at
         $.07 per share.

(4)      Ms. Jenkins served as Executive Vice President of Crown from March 6,
         1997 to September 1, 2000. She has served as a Director since October
         30, 2000. Her Other Compensation in 2000 includes a deferred payment
         received by her pursuant to the settlement effective September 1, 2000
         of her employment contract and related agreements with the company. As
         part of that settlement, the company issued Ms. Jenkins warrants to
         purchase 265,000 shares of common stock at $.07 per share.

(5)      Mr. Brock's Other Compensation for 2000 includes a deferred payment
         received by him pursuant to the settlement effective September 1, 2000
         of his employment contract with the company. As part of that
         settlement, the company issued Mr. Brock warrants to purchase 140,000
         shares of common stock at $.07 per share.

Each director is paid an annual retainer of $12,000, payable quarterly, $500 for
each meeting of the Board of Directors and $500 for each committee meeting
attended, plus expenses. The company makes retainer and attendance payments to
directors quarterly. At the company's election, payments are either in cash or
in the form of common stock based generally on the closing price of the common
stock on the last day of a quarter.

ITEM 11. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------------------------------------------------------------------------

The following table sets forth security ownership information regarding the
common stock as of September 20, 2001 by: (i) each person known by the company
to own beneficially more than 5% of the shares of the common stock; (ii) each
director of the company; (iii) each of the


                                       17
<PAGE>   37


executive officers of the company named in Item 10 above and (iv) all directors
and executive officers of the company as a group. Except as otherwise noted
below, each of the shareholders identified in the table has sole voting and
investment power over the shares beneficially owned by each such shareholder.
Also, unless otherwise indicated, the address of each beneficial owner is in
care of the company, 1251 Dublin Road, Columbus, Ohio 43215.

<TABLE>
<CAPTION>
                                                                    NUMBER OF SHARES              APPROXIMATE
               NAME                                                 OF COMMON STOCK             PERCENT OF CLASS
               ----                                                 ---------------             ----------------
<S>                                                                     <C>                           <C>
Ronald E. Roark (1)                                                     17,256,497                    65.3%
Tucker Holding Company, Ltd. (1)                                        6,337,932                     24.0%
Royal Investments Corp. (1)                                             5,158,037                     19.5%
Crown NorthCorp, Limited (1)                                            5,000,000                     18.9%
The Gordon V. and Helen C. Smith Foundation (2)                         4,116,060                     15.6%
Gordon V. Smith (2)                                                     4,116,060                     15.6%
David K. Conrad (3)                                                       117,500                      (8)
Grace Jenkins (4)                                                        300,000                      1.2%
Richard A. Brock (5)                                                     140,000                       (8)
Stephen W. Brown (6)                                                      95,000                       (8)
James F. Russell II                                                       -----                       -----
Rick Lewis (7)                                                            3,000                        (8)
All directors and executive officers as a group                         21,883,457                    82.8%
(6 persons)
</TABLE>

(1)      The holdings attributable to Mr. Roark include: (a) 4,337,932 shares of
         common stock held by Tucker Holding Company, Ltd., of which Mr. Roark
         is the managing member; (b) one share of Series DD Preferred held by
         Tucker, which is convertible into 2,000,000 shares of common stock; (c)
         one share of Series CC Preferred, which is convertible into 5,000,000
         shares of common stock and is held by Crown NorthCorp, Limited, a
         company wholly by Royal Investments Corp. (Mr. Roark is the sole
         stockholder of Royal and serves as its president); (d) one share of
         Series FF Preferred held by Royal which is convertible into 3,358,037
         shares of common stock; (e) one share of GG Preferred stock held by
         Royal which is convertible into 1,400,000 shares of common stock; (f)
         four shares of Series HH Preferred held by Royal which is convertible
         into 400,000 shares of common stock; (g) 528,128 shares held by Royal,
         as trustee; (h) 210,600 shares held by Mr. Roark personally; (i) 4,600
         shares held by his wife and (j) 17,200 shares held by Trident Air
         Services, Inc., of which Mr. Roark is president. The mailing address
         for Tucker and Royal is 380 Tucker Drive, Worthington, Ohio 43085; the
         mailing address for Limited is Crown House, Crown Street, Ipswich IP1
         3HS, United Kingdom.

(2)      The mailing address for The Gordon V. and Helen C. Smith Foundation and
         Mr. Smith is c/o Miller and Smith Holding, Inc., 1568 Springhill Road,
         McLean, Virginia 22102. Mr. Smith holds 1,478,423 shares of common
         stock and one share of Series EE Preferred, which is convertible into
         2,098,960 shares of common stock. The Smith Foundation holds 538,677
         shares of common stock. Mr. Smith, as president of the


                                       18
<PAGE>   38


         Smith Foundation, may be deemed the beneficial owner of such shares.
         Mr. Smith disclaims such beneficial ownership.

(3)      The mailing address for Mr. Conrad is c/o Bricker & Eckler LLP, 100
         South Third Street, Columbus, Ohio 43215.

(4)      Represents ownership of 35,000 shares of common stock and warrants to
         acquire 265,000 shares of common stock at $.07 per share.

(5)      Represents warrants to acquire 140,000 shares of common stock at $.07
         per share.

(6)      Represents warrants to acquire 85,000 shares of common stock at $.07
         per share and to acquire 10,000 shares of common stock at $.63 per
         share.

(7)      Represents warrants to acquire 3,000 shares of common stock at $.63 per
         share.

(8)      Less than 1%.

ITEM 12. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
---------------------------------------------------------

When it entered into an asset management agreement with Telereit Holding AB
covering a portfolio of assets in Sweden, Crown in 1998 made an equity
investment in Telereit Holding through HMR Sweden, L.L.C., an affiliate of a
director-shareholder. HMR Sweden, in turn, invested in Telereit Holding. In
August 1999, HMR Sweden transferred to Crown, in complete redemption of Crown's
interests in HMR, those shares and owner's debt representing Crown's equity
investment in Telereit Holding. As part of its disposition of European
operations, Crown sold those shares and owner's debt to Catella Holding AB for
$3,470,000 cash. From the proceeds of sale, the company repaid MarRay
Investments, LLC, another affiliate of that director-shareholder, $979,754 in
satisfaction of indebtedness the company incurred in conjunction with its
investment in Telereit. The company also paid the director-shareholder from the
proceeds the sum of $726,000 in satisfaction of the company's obligations to it
under a certain payment of fees agreement entered into between the
director-shareholder and Crown in consideration of HMC's investment in Telereit
and the loan from MarRay.

Also in conjunction with the sale of European operations, Crown entered into an
agreement effective July 1, 1999 with Royal Investments Corp., a company wholly
owned by Mr. Roark. Pursuant to this agreement, Royal acquired the stock of
Crown's European subsidiaries that remained after the sale to Telereit, which
consisted primarily of non-operating companies. Royal funds Crown's salary and
benefit expenses for Mr. Roark. See "Item 10 - Executive Compensation."

In September 2000, the company issued one share of Series CC Convertible
Preferred Stock to Crown NorthCorp Limited, an affiliate of Mr. Roark, in
exchange for $500,000 cash. In May 2001, the company issued one share of Series
DD Convertible Preferred Stock to Tucker Holding Company, Ltd., another
affiliate of Mr. Roark, in exchange for $200,000 cash. In




                                       19
<PAGE>   39

September 2001, the company issued to Royal Investments Corp., another affiliate
of Mr. Roark, one share of Series FF Convertible Preferred Stock, one share of
Series GG Convertible Preferred Stock and four shares of Series HH Convertible
Preferred Stock. See "Item 5 - Market for Common Equity and Related Stockholder
Matters."

In December 1999, Crown redeemed its Series AA Convertible Preferred Stock with
a payment of $3.3 million cash and delivery of a $200,000 promissory note. Mr.
Smith guaranteed Crown's obligations under this note. Upon the maturity of this
note, Mr. Smith paid the $200,000 unpaid principal balance pursuant to his
guaranty. In consideration of this payment, in May 2001 the company issued one
share of Series EE Convertible Preferred Stock to Mr. Smith. See "Item 5 -
Market for Common Equity and Related Stockholder Matters."

In 2001, Crown has begun performing asset management activities for parties
holding ownership interests in several multifamily projects that receive
subsidies from the U.S. Department of Housing and Urban Development. Mr. Roark,
or an affiliate of his, has partnership interests in substantially all of the
projects for which Crown presently performs services. The rates and fees the
company charges for its services are in accordance with HUD's guidelines and
regulations where applicable. Unregulated rates and fees are at market levels.

The company conducts some of its operations through joint ventures and
partnerships and provides certain services to those entities. See "Note 6 -
Related Party Transactions - to Consolidated Financial Statements."

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

The following exhibits are filed as part of this report:

<TABLE>
<CAPTION>
Exhibit
Number   Exhibit                                              Method of Filing
------   -------                                              ----------------

<S>      <C>                                                  <C>
3.3      Restated Certificate of Incorporation                Incorporated by reference to
                                                              Crown NorthCorp,
                                                              Inc.'s Form 10-KSB
                                                              filed March 31,
                                                              2000.

3.4      Bylaws                                               Incorporated by reference to
                                                              Crown NorthCorp,
                                                              Inc.'s Form 10-KSB
                                                              filed March 31,
                                                              2000.

4.6      Certificate of Designation for Series CC             Incorporated by reference to Crown
         Preferred Stock, par value $.01 per share,           NorthCorp, Inc.'s Form 10-QSB filed
         of Crown NorthCorp, Inc.                             November 17, 2000.

4.7      Certificate of Designation for Series DD             Filed herewith
         Convertible Preferred Stock, par value
         $.01 per share, of Crown NorthCorp, Inc.
</TABLE>



                                       20
<PAGE>   40

<TABLE>
<S>      <C>                                                  <C>
4.8      Certificate of Designation for Series EE             Filed herewith
         Convertible Preferred Stock, par value
         $.01 per share, of Crown NorthCorp, Inc.

4.9      Certificate of Designation for Series FF             Filed herewith
         Convertible Preferred Stock, par value
         $.01 per share, of Crown NorthCorp, Inc.

4.10     Certificate of Designation for Series GG             Filed herewith
         Convertible Preferred Stock, par value
         $.01 per share, of Crown NorthCorp, Inc.

4.10     Certificate of Designation for Series GG             Filed herewith
         Convertible Preferred Stock, par value
         $.01 per share, of Crown NorthCorp, Inc.

4.11     Certificate of Designation for Series HH             Filed herewith
         Convertible Preferred Stock, par value
         $.01 per share, of Crown NorthCorp, Inc.

10.83    Purchase and sale agreement between                  Incorporated by reference to Crown
         Crown NorthCorp, Inc. and Crown                      NorthCorp, Inc.'s Form 10-QSB filed
         NorthCorp Limited                                    November 17, 2000.

10.84    Settlement Agreement among Deere                     Filed herewith.
         Park Capital, L.L.C., DRS Realty Services
         Inc., Crown NorthCorp, Inc., Kevin C.
         Donahue, James F. Russell II and Sam
         Stern

10.85    Promissory note dated March 27, 2001                 Filed herewith.
         executed by Crown NorthCorp, Inc.
         payable to the order of Deere Park
         Capital, L.L.C.

10.86    Purchase and sale agreement dated May                Filed herewith
         9, 2001 between Crown NorthCorp, Inc.
         and Tucker Holding Company, Ltd.

10.87    Purchase and sale agreement dated May                Filed herewith
         9, 2001 between Crown NorthCorp, Inc.
         and Gordon V. Smith

10.88    Purchase and sale agreement dated                    Filed herewith
</TABLE>



                                       21
<PAGE>   41

<TABLE>
<S>      <C>                                                  <C>
         September 20, 2001 between Crown
         NorthCorp, Inc. and Royal Investments
         Corp.

10.89    Restructuring Agreement dated                        Filed herewith
         September 20, 2001 among Deere Park
         Capital, L.L.C., Crown NorthCorp, Inc.,
         Royal Investments Corp. and Ronald E.
         Roark

10.90    Purchase and sale agreement dated                    Filed herewith
         September 20, 2001 between Crown
         NorthCorp, Inc. and Royal Investments
         Corp.

10.91    Stock subscription agreement dated                   Filed herewith
         September 20, 2001 between Crown
         NorthCorp, Inc. and Ronald E. Roark

21.4     Subsidiaries of Crown NorthCorp, Inc.                Filed herewith.

b)       REPORTS ON FORM 8-K
         -------------------

         None
</TABLE>


                                       22
<PAGE>   42



                                   SIGNATURES

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


                                    Crown NorthCorp, Inc.


Date:  October 3, 2001              By:  /s/ Ronald E. Roark
                                         --------------------------------------
                                           Ronald E. Roark
                                           Chief Executive Officer

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


Date:  October 3, 2001              By:  /s/ Ronald E. Roark
                                         --------------------------------------
                                           Ronald E. Roark
                                           Chairman and  Chief Executive Officer
                                           (Principal Executive Officer)


Date:  October 3, 2001              By:  /s/ Rick L. Lewis
                                         --------------------------------------
                                           Rick L. Lewis
                                           Vice President, Treasurer
                                           and Chief Financial Officer
                                           (Principal Accounting Officer)


Date:  October 3, 2001              By:  /s/ Stephen W. Brown
                                         --------------------------------------
                                           Stephen W. Brown
                                           Secretary


                                      S-1

<PAGE>   43





Date:  October 3, 2001              By:   /s/ David K. Conrad
                                         --------------------------------------
                                            David K. Conrad
                                            Director


Date:  October 9, 2001              By:   /s/ Gordon V. Smith
                                         --------------------------------------
                                            Gordon V. Smith
                                            Director


Date:  October 3, 2001              By:  /s/ Grace Jenkins
                                            Grace Jenkins
                                            Director


                                      S-2
<PAGE>   44




                                INDEX TO EXHIBITS

3.3      Restated Certificate of Incorporation. (1)
3.4      Bylaws. (1)
4.6      Certificate of Designation for Series CC Preferred Stock, par value
         $.01 per share, of Crown NorthCorp, Inc. (2)
4.7      Certificate of Designation for Series DD Convertible Preferred Stock,
         par value $.01 per share, of Crown NorthCorp, Inc. (3)
4.8      Certificate of Designation for Series EE Convertible Preferred Stock,
         par value $.01 per share, of Crown NorthCorp, Inc. (3)
4.9      Certificate of Designation for Series FF Convertible Preferred Stock,
         par value $.01 per share, of Crown NorthCorp, Inc. (3)
4.10     Certificate of Designation for Series GG Convertible Preferred Stock,
         par value $.01 per share, of Crown NorthCorp, Inc. (3)
4.11     Certificate of Designation for Series HH Convertible Preferred Stock,
         par value $.01 per share, of Crown NorthCorp, Inc. (3)
10.83    Purchase and sale agreement between Crown NorthCorp, Inc. and Crown
         NorthCorp, Limited (2)
10.84    Settlement Agreement among Deere Park Capital, L.L.C., DRS Realty
         Services, Inc., Crown NorthCorp, Inc., Devin C. Donahue, James F.
         Russell and Sam Stern (3)
10.85    Promissory note dated March 27, 2001 executed by Crown NorthCorp, Inc.
         payable to the order of Deere Park Capital, L.L.C. (3)
10.86    Purchase and sale agreement dated May 9, 2001 between Crown NorthCorp,
         Inc. and Tucker Holding Company, Ltd. (3)
10.87    Purchase and sale agreement dated May 9, 2001 between Crown NorthCorp,
         Inc. and Gordon V. Smith (3)
10.88    Purchase and sale agreement dated September 20, 2001 between Crown
         NorthCorp, Inc. and Royal Investments Corp. (3)
10.89    Restructuring Agreement dated September 20, 2001 among Deere Park
         Capital, L.L.C., Crown NorthCorp, Inc., Royal Investments Corp. and
         Ronald E Roark (3)
10.90    Purchase and sale agreement dated September 20, 2001 between Crown
         NorthCorp, Inc. and Royal Investments Corp. (3)
10.91    Stock subscription agreement dated September 20, 2001 between Crown
         NorthCorp, Inc. and Ronald E. Roark (3)
21.4     Subsidiaries of Crown NorthCorp, Inc. (3)


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

(1)      Incorporated by reference to Crown NorthCorp, Inc.'s Form 10-KSB filed
         March 31, 2000.
(2)      Incorporated by reference to Crown NorthCorp, Inc.'s Form 10-QSB filed
         November 17, 2000.
(3)      Filed herewith.