<PAGE>
                                 FORM 10-KSB/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

          For the fiscal year ended - November 30, 2000 - AMENDED

          OR

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

          For the transition period from

                         Commission file number 0-26909

                              budgethotels.com Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                      Nevada                             91-0179013
          ------------------------------            ------------------
          State or other jurisdiction of               (IRS Employer
          incorporation or organization             Identification No.)


                              1449 St. Paul Street
                    Kelowna, British Columbia Canada V1Y 2E5
          -------------------------------------------------------------
          (Address of principal executive offices, including zip code.)


                                 (250) 868-1171
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
     None

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

Name of Exchange on which registered:
     OTC

<PAGE>

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

                     YES [   ]   NO [ X ]

Check if no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is contained herein, 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. [   ]

Issuer's revenues for its most recent fiscal year.
      November 30, 2000 - $801,518.

The aggregate market value of the Common Stock held by non-affiliates is as
follows: 5,484,000 shares at $0.125 for a total of $685,500.

Issuers involved in Bankruptcy Proceedings during the past Five Years.
      Not Applicable.

State the number of shares outstanding of each of the Issuer's classes of Common
equity, as of the latest practicable date:

     November 30, 2000 - 13,214,000 shares of Common Stock

Documents Incorporated by Reference:

1.        Form 10-SB Registration Statement and all amendments thereto, which
          was filed with the Securities and Exchange Commission and all exhibits
          thereto.

2.        All reports filed with the Securities and Exchange Commission after
          August 2, 1999.

<PAGE>

ITEM 1.   BUSINESS.

History

     budgethotels.com, Inc. (the "Company") was incorporated under the laws of
the State of Nevada on November 5, 1997, as Info Center International Inc. On
November 30, 1997, the Company acquired all of the issued and outstanding shares
of common stock of Info Center,Inc., ("ICI") a corporation incorporated under
the laws of the state of Washington on November 6, 1984. ICI thereafter became a
wholly owned subsidiary corporation of the Company. On February 11, 1999, the
Company changed its name to budgethotels.com, Inc. Info Center, Inc. ("ICI") is
a wholly owned subsidiary corporation of the Company.

W.J. Marshall Management Inc. owned all of the shares of ICI and exchanged those
shares for 8,000,000 shares of the Company's common stock in 1997. W.J. Marshall
Management Inc. is a corporation owned and controlled by William J. Marshall,
the Company's President. W.J. Marshall Management Inc. is a corporation formed
to hold title to certain investments of Mr. Marshall. W.J. Marshall Management
Inc. is not a subsidiary corporation of the Company.

Operations

     The Company's business operations consist of (1) display board
advertising,(2) an Internet online travel reservation system through its
website, www.budgethotels.com., and (3) Internet interactive informational
Kiosks.

Display Board Advertising

     The Company's primary business is to install and maintain illuminated
information boards in transportation terminals, primarily bus and rail stations.
Each board is approximately 4 feet x 5 feet and is made up of approximately 16
to 25 individual windows are illuminated. The windows are available for
advertisements.

Advertisements generally promote travel related services located near the
particular transportation terminal, such as hotels, rental cars and restaurants.
Some advertisers, however, promote such services in destination cities. Each
board is equipped with a free of charge direct telephone line to the particular
advertiser.

Advertising

     Advertising rates for the spaces vary, depending upon the location of the
advertisement on the board. Assuming that each board is fully occupied by an
advertiser for a twelve month period, the board will generate revenues of up to
approximately $60,000. There is no assurance, however, that a board will be
fully occupied during any twelve month period. Currently the Company's boards
are, on an average, forty percent(40%) filled.

<PAGE>

Internet Kiosks

     Internet Kiosks are free standing computer stations connected to the
internet. The user pays a nominal fee on a per minute basis to source and book
reservations, as well as read personal emails, internet access and other
financial information. The Company has installed 2 Kiosks on a test basis, and
will install another 4 Kiosks during the next fiscal year.

Costs of Display Board Advertising

     The cost of constructing and installing each board is approximately $8,500.
Operating costs per board are approximately $4,000 and consist of telephone line
charges and rental of the terminal space. Direct sales costs, primarily
commissions paid to advertising personnel, are approximately $2,000.

Marketing

     The Company currently operates 73 boards throughout the United States and
Canada, and is committed to install an additional 5 during the next fiscal year.
The boards range geographically from Vancouver, British Columbia, Canada to
Miami, Florida. Due to the Company's financial condition and limited personnel,
the Company has primarily marketed advertising space on its various boards by
telephone contact with potential advertisers. The Company recognizes however,
that the most effective method of selling its products is through direct and
personal contact with its potential customers. Accordingly, the Company intends
to establish a network of area representatives who will sell the Company's
product on a commission basis.

     The Company intends to concentrate its marketing efforts on filling the
vacant spaces on the existing and new boards.

Lease Agreement with Greyhound Lines, Inc.

     On October 2, 1997, a License Agreement (the "License Agreement") was
executed between the Company and Greyhound Lines, Inc., a Delaware corporation
("Greyhound"). The License Agreement grants to the Company the sole right to
install, operate and maintain wall-unit advertising displays with direct dial
phones in Greyhound's leased bus terminal facilities. The License Agreement is
effective beginning on February 15, 1998, and will continue in full force until
February 15, 2003 (the "Initial Term"). After the Initial Term, the License
Agreement may be renewable for two additional five-year terms.

     The License Agreement authorizes the Company to install at its sole cost
"approximately 20 square feet in area by 1 foot depth wall-unit with an
illuminated advertising display board with map and direct dial phone" in each of
the Greyhound facilities designated in the License Agreement. The Company must
also service, repair or replace any part of the display boards within 48 hours
after receipt of notice.

     Pursuant to the terms of the License Agreement, the Company must pay
Greyhound a commission of $367.50 per month for display boards located in the
following areas: (1) Chicago, Illinois; (2) Los Angeles, California; (3) Miami,
Florida; (4) Orlando, Florida; and (5) Washington, D.C. For display boards
located in: (1) Las Vegas, Nevada; (2) Nashville, Tennessee; (3) San Diego,
California; or (4) Seattle, Washington, the Company is obligated to pay
Greyhound a commission of $157.50 per month. The Company will pay Greyhound a
commission of $50.00 per month for display boards located in thirty-six
additional cities.


<PAGE>

The commission payments will increase 4% for each renewal term of the License
Agreement.

     Pursuant to the terms of the License Agreement, the Company is required to
obtain and maintain the following insurance policies:

1.   Commercial General Liability Insurance with combined single limits of not
     less than $1,000,000 (naming Greyhound as an additional insured);

2.   Contractual Liability Insurance underwriting the indemnification, hold
     harmless, and insurance provisions of the License Agreement with combined
     single limits of not less than $1,000,000 (naming Greyhound as an
     additional insured);

3.   Comprehensive Automobile Liability Insurance providing coverage for owned,
     non-owned, hired, contracted, and leased vehicles of Info Center with
     combined single limits for injury or damage in any one accident of $500,000
     (naming Greyhound as an additional insured); and

4.   Worker's Compensation Insurance in the amounts required by applicable state
     laws governing the Company's operations or evidence that such insurance is
     not required.

     As of the date hereof, the Company has installed 69 boards pursuant to the
     aforementioned agreement.

Installation of Additional Display Boards

     The Company has also installed display boards for advertising by agreement
with the New York Port Authority (2), New Jersey Transit Commission in Atlantic
City, the Toronto Transit Commission ,and Via Rail Canada (Ottawa and
Vancouver), and in the Amtrak rail station in Penn Station in New York, New
York.

     Thus far, the Company has installed 71 boards throughout the United States
and 2 in Canada.

Internet Website "www.budgethotels.com"

     The Company owns and has the copyright to the website www.budgethotels.com
("budgethotels").

     The Company takes hotel reservations on-line and obtains a commission from
the respective hotel for each reservation. The Company receives a commission of
10% on each on-line reservation. As financial transaction security on the
Internet improves, the Company anticipates that on-line hotel reservations will
increase. There is no assurance that the foregoing assumption will prove
accurate.

<PAGE>

On November 20, 2000 the Company entered into an Agreement with Pegasus Systems
Inc. of Dallas, Texas under which approximately 37,000 hotels on the Pegasus
system became accessible to visitors to the Company's website. The Agreement is
effective to November, 2003. The Company paid to Pegasus Systems an initial sum
of $10,000.00 and pays an additional sum of $2,500.00 per month unless 2,500
reservations for the month are booked through the Company's website.

Competition

     The Company competes with many other board providers and Internet travel
services, most of whom have more financial resources than the Company and there
can be no assurance that in the future, the Company will be able to compete
successfully with other display board advertisers or Internet website
advertisers. The Company is a small participant within the display board
advertising arena and the Internet website arena. The Company competes with
professional advertising agencies, television, radio, publications such as
magazines and newspapers, all of whom have more resources than the Company. The
Company competes with other display board providers on the basis of price,
availability of advertising space, size of space and the location of space. The
Company competes with other Internet providers on the basis of price and the
amount of space allocated to a particular client. The Company intends to market
its services as discussed in "Item 1. Description of Business - Marketing" and
does not believe that its methods of marketing will adversely effect its
competitive position.


Government Regulation

     The Company anticipates that its display board advertising will be subject
to regulation by the respective local and state authorities, as well as federal
authorities, with regard to the content of each display board. Further, the
content of the display boards will also be regulated by the respective
transportation (airport, bus, port or train) authorities. Advertisements subject
to regulation may include socially objectionable advertisements relating to such
matters as alcoholic beverages, tobacco products, drug or sex paraphernalia,
"striptease" or topless establishments, "adult bookstores," nude modeling
studios, escort services and massage parlors.

     The Company believes that the lack of financial security on the Internet is
hindering economic activity thereon. To ensure the security of transactions
occurring over the Internet, U.S. federal regulations require that any computer
software used within the United States contain a 128-bit encoding encryption,
while any computer software exported to a foreign country contain a 40-bit
encoding encryption. There is uncertainty as to whether the 128-bit encoding
encryption required by the U.S. is sufficient security for transactions
occurring over the Internet. Accordingly, there is a danger that any financial
(credit card) transaction via the Internet will not be a secure transaction.
Accordingly, risks such as the loss of data or loss of service on the Internet
from technical failure or criminal acts are now being considered in the system
specifications and in the security precautions in the development of the website
"www.budgethotels.com". There is no assurance that such security precautions
will be successful.

Company's Offices

     The Company's headquarters are located 1449 St. Paul Street, Suite 202,
Kelowna, British Columbia, Canada V1Y 2E5 and its

<PAGE>

telephone numbers are (250) 868-1171 and (800) 548-4432. The Company plans to
also open a sales office is at 1260 Hornby Street, Vancouver, British Columbia,
Canada during the first quarter of fiscal year November 2001.

Employees

     The Company currently has 8 employees and consultants other than its
Officer and Director. The employees paid on a both a commission and salary basis
depending upon their duties. The Company intends to hire additional employees as
working capital permits, and as required.

RISK FACTORS

     1. Going Concern. The Company has experienced operating losses and its
ability to continue as a going concern in the future is dependant upon achieving
profitability, and/or securing sufficient additional capital at terms
economically acceptable to the Company.

     2. Company with Limited History of Earnings. The Company has a limited
operating history and is subject to all of the risks inherent in a developing
business enterprise including lack of cash flow and service acceptance.

     3. Development and Market Acceptance of Services. The Company's success and
growth will depend upon the Company's ability to market its services. The
Company's success will depend in part upon the market's acceptance of, and the
Company's ability to deliver and support its services.

     4. Dependence on Technology suppliers. While the Company currently relies
upon certain outside technology suppliers, the Company believes that there are
numerous outside technology suppliers that perform the same services.
Accordingly, the Company believes that if current technology suppliers could not
or would not furnish future services to the Company, the Company could obtain
such services from other sources without interruption of its operations.

     5. Liquidity; Need for Additional Financing. The Company believes that it
does not have the cash it needs for at least the next twelve months based upon
its internally prepared budget and expansion plans. Further, the Company's cash
requirements are not easily predictable and there is a possibility that its
budget estimates will prove to be inaccurate. If the Company is unable to
generate a positive cash flow, it will be required to curtail operations
substantially and seek additional capital. There is no assurance that the
Company will be able to obtain additional capital if required, or if capital is
available, to obtain it on terms favorable to the Company. The Company may
suffer from a lack of liquidity in the future which could impair its short-term
marketing and sales efforts and adversely affect its results of operations.

     6. Competition. Most of the Company's competitors have substantially
greater financial, technical and marketing resources than the Company. In
addition, the Company's services compete indirectly with numerous other
suppliers of web pages and search engines. As the market for the Company's
services expand, the Company expects that additional competition will emerge and
that existing competitors may commit more resources to those markets.

     7. Reliance Upon Directors and Officer. The Company is primarily dependent,
at the present, upon the personal efforts and abilities of its sole Officer and
co Director, William Marshall, who exercises complete control over the daily
management of the Company. The Company's only independent Director is Mr.
Kenneth Cloak.


<PAGE>
     8. Issuance of Additional Shares. 36,786,000 shares of Common Stock or
73.57% of the 50,000,000 authorized shares of Common Stock of the Company are
not issued. The Board of Directors has the power to issue such shares, subject
to shareholder approval, in some instances. Although the Company presently has
no commitments, contracts or intentions to issue any additional shares to other
persons, other than as described in this registration statement, the Company may
in the future attempt to issue shares to acquire products, equipment or
properties, or for other corporate purposes. Any additional issuance by the
Company, from its authorized but not issued shares, would have the effect of
diluting the interest of existing shareholders.

     9. Indemnification of Officers and Directors for Securities Liabilities.
The laws of the State of Nevada provide that the Company could indemnify any
Director, Officer, agent and/or employee as to those liabilities and on those
terms and conditions as are specified in the Corporation Act of the State of
Nevada. Further, the Company may purchase and maintain insurance on behalf of
any such persons whether or not the corporation would have the power to
indemnify such person against the liability insured against. The foregoing could
result in substantial expenditures by the Company and prevent any recovery from
such Officers, Directors, agents and employees for losses incurred by the
Company as a result of their actions. Further, the Company has been advised that
in the opinion of the Securities and Exchange Commission, indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable.

     10. Cumulative Voting, Preemptive Rights and Control. There are no
preemptive rights in connection with the Company's Common Stock. Shareholders
may be further diluted in their percentage ownership of the Company in the event
additional shares are issued by the Company in the future. Cumulative voting in
the election of Directors is not provided for. Accordingly, the holders of a
majority of the shares of Common Stock, present in person or by proxy, will be
able to elect all of the Company's Board of Directors.

     11. No Dividends Anticipated. At the present time the Company does not
anticipate paying dividends, cash or otherwise, on its Common Stock in the
foreseeable future. Future dividends will depend on earnings, if any, of the
Company, its financial requirements and other factors.

ITEM 2.   DESCRIPTION OF PROPERTIES.

     The Company does not own any real or personal property.

     The Company's headquarters are located 1449 St. Paul Street, Suite 202,
Kelowna, British Columbia, Canada V1Y 2E5 and its telephone number is (250)
868-1171. The Company leases these premises from Cedar Grove Reality on a month
to month basis at a cost of approximately $750.


ITEM 3.   LEGAL PROCEEDINGS.

     The Company is not a party to any pending or threatened litigation and to
its knowledge, no action, suit or proceedings has been threatened against its
officers and its directors.

<PAGE>

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

     The Company has not held a shareholders meeting during the past year,
therefore, no matters were submitted for a vote of shareholders.


                              PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
          MATTERS.

     The Company's Common Stock is quoted on the Bulletin Board operated by the
National Association of Securities Dealers, Inc. under the symbol "BUDH". The
Company's shares began trading in August 1998. The following table sets forth
the high and low bid prices for the Common Stock for the quarters indicated, as
reported by the Bloomberg Reporting Service. Such market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions:

<TABLE>
<CAPTION>

          Fiscal Quarter              High Bid[1]     Low Bid[1]
          <S>                         <C>             <C>
          2000
               Fourth Quarter         $0.34           $0.13
               Third Quarter          $0.30 est.      $0.10 estimated
               Second Quarter         $0.21 est.      $0.06 estimated
               First Quarter          $0.25           $0.03
          1999
               Fourth Quarter         $0.53125        $0.03125
               Third Quarter          $1.125          $0.3125
               Second Quarter         $2.40625        $0.4375
               First Quarter          $0.65625        $0.28125
</TABLE>

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

     As of November 30, 2000, the Company has identified approximately 400
holders of record of its Common Stock.

     The Company has not paid any dividends since its inception and does not
anticipate paying any dividends on its Common Stock in the foreseeable future.

<PAGE>

ITEM 6.   MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

          The following discussion should be read in conjunction with the
          consolidated statements and the notes thereto:

OPERATIONS DURING THE FISCAL YEAR ENDED NOVEMBER 30th, 2000.

     The Company reports a net loss of $.01 per share, a material improvement
from the $.05 per share loss for the year ended November 30, 1999. In dollar
terms the loss decreased by $518,552. Sales increased by $159,413 or 19.9%, due
primarily to increases installation base, and internet sales. Commissions
relating to these revenues actually decreased by $17,776 or 9.9% due to a change
in remuneration on renewal sales to be included in base compensation, instead of
on a commission basis. The material reduction in net loss from 1999 to 2000 was
primarily due to the reduction of general and administrative expenses of
$381,132. These expenses were abnormally high in 1999 due to non cash charges
relating to the issuance of common stock for services, and the issuance of
common stock options below market value.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash overdraft of $12,025 at November 30, 2000 represents a
deterioration from the prior year of $83,168. The reasons for this are primarily
represented by the acquisition of additional property and equipment of $44,568,
and an increase of trade and related party accounts receivable.

The Company is seeking to raise additional working capital and funds required
for expansion at reasonable economic terms. The Company also intends to finance
certain services, asset acquisitions through the issuance of stock.
<PAGE>
ITEM 7.   FINANCIAL STATEMENTS.


                             BUDGETHOTELS.COM, INC.
                                 AND SUBSIDIARY

                        CONSOLIDATED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2000




<PAGE>

                                 C O N T E N T S

<TABLE>

<S>                                                                          <C>
Independent Auditors' Report................................................ 3

Consolidated Balance Sheet.................................................. 4

Consolidated Statements of Operations....................................... 5

Consolidated Statements of Stockholders' Equity (Deficit)................... 6

Consolidated Statements of Cash Flows....................................... 7

Notes to the Consolidated Financial Statements.............................. 8
</TABLE>

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
budgethotels.com, inc. and Subsidiary
Kelowna, British Columbia


We have audited the accompanying consolidated balance sheet of budgethotels.com,
inc. and Subsidiary as of November 30, 2000 and the related consolidated
statements of operations, stockholders' equity (deficit) and cash flows for the
years ended November 30, 2000 and 1999. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
budgethotels.com, inc. and Subsidiary as of November 30, 2000, and the
consolidated results of their operations and their cash flows for the years
ended November 30, 2000 and 1999, in conformity with generally accepted
accounting principles.


HJ & Associates, LLC
Salt Lake City, Utah
February 9, 2001

<PAGE>


                      BUDGETHOTELS.COM, INC. AND SUBSIDIARY
                           Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                                    November 30,
                                                                       2000
                                                                    ------------

<S>                                                                   <C>
                                     ASSETS

CURRENT ASSETS

   Cash                                                               $    --
   Accounts receivable (Note 2)                                         205,283
   Prepaid management fees                                               36,255
   Prepaid commissions (Note 2)                                          30,948
                                                                      ---------
     Total Current Assets                                               272,486
                                                                      ---------

PROPERTY AND EQUIPMENT (Net) (Notes 2 and 3)                             98,582
                                                                      ---------

     TOTAL ASSETS                                                     $ 371,068
                                                                      =========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Cash overdraft                                                     $  12,025
   Accounts payable                                                       5,382
   Unearned revenue (Note 2)                                            357,352
                                                                      ---------

     Total Current Liabilities                                          374,759
                                                                      ---------

COMMITMENTS AND CONTINGENCIES (Note 4)

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock; 1,000,000 shares authorized of
   $0.01 par value, no shares issued and outstanding                       --
   Common stock; 50,000,000 shares authorized of
   $0.001 par value, 13,214,000 shares issued and
   outstanding                                                           13,214
   Additional paid-in capital                                           834,171
   Accumulated deficit                                                 (851,076)
                                                                      ---------

     Total Stockholders' Equity (Deficit)                                (3,691)
                                                                      ---------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             $ 371,068
                                                                      =========

</TABLE>


       The accompanying notes are an integral part of these consolidated
                             financial statements.

                                       4
<PAGE>

                      BUDGETHOTELS.COM, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                          For the Years Ended
                                                               November 30,
                                                        ------------------------
                                                          2000           1999
                                                        --------     ----------
<S>                                                     <C>          <C>
REVENUE

   Net sales                                            $801,518     $  642,105
   Commission expense                                    162,182        179,958
                                                        --------     ----------

     Gross Margin                                        639,336        462,147
                                                        --------     ----------
EXPENSES

   General and administrative                            638,569      1,019,701
   Bad debt expense                                       53,747         23,225
   Depreciation                                           29,544         20,297
                                                        --------     ----------
     Total Expenses                                      721,860      1,063,223
                                                        --------     ----------
     Loss From Operations                                (82,524)      (601,076)
                                                        --------     ----------
NET LOSS                                                $(82,524)    $ (601,076)
                                                        ========     ==========
BASIC LOSS PER SHARE                                    $  (0.01)    $    (0.05)
                                                        ========     ==========
</TABLE>


       The accompanying notes are an integral part of these consolidated
                             financial statements.

                                       5
<PAGE>

                      BUDGETHOTELS.COM, INC. AND SUBSIDIARY
            Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>


                                                  Common Stock        Additional
                                             ----------------------     Paid-in     Accumulated
                                               Shares        Amount     Capital       Deficit
                                             ----------     -------   ----------    -----------

<S>                                          <C>            <C>        <C>           <C>
Balance, November 30, 1998                   11,487,000     $11,487    $  61,894     $(167,476)

Cancellation of common stock
 previously issued at $0.05 per
 share                                         (600,000)       (600)     (27,480)       --

Common stock issued for cash
 at $0.25 per share                           1,585,000       1,585      394,665        --

Common stock issued for cash
 at $0.30 to $0.50 per share                     42,000          42       16,958        --

Common stock issued for
services at $0.25 per share                     400,000         400       99,600        --

Options on common stock
 issued below market value at
 $0.25 per share                                 --             --       240,000        --

Common stock issued for
 services at $0.50 per share                    300,000         300      149,700        --

Stock offering costs                             --             --      (101,166)       --

Net loss for the year ended
 November 30, 1999                               --             --          --        (601,076)
                                             ----------     -------    ---------     ---------
Balance, November 30, 1999                   13,214,000      13,214      834,171      (768,552)

Net loss for the year ended
 November 30, 2000                               --             --          --         (82,524)
                                             ----------     -------    ---------     ---------
Balance, November 30, 2000                   13,214,000     $13,214    $ 834,171     $(851,076)
                                             ==========     =======    =========     =========

</TABLE>


       The accompanying notes are an integral part of these consolidated
                             financial statements.

                                       6
<PAGE>

                      BUDGETHOTELS.COM, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                             For the Years Ended
                                                                                 November 30,
                                                                           ----------------------
                                                                              2000         1999
                                                                           ---------    ---------
<S>                                                                        <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                                                                  $ (82,524)   $(601,076)
 Adjustments to reconcile net loss to net cash
  used by operating activities:
   Depreciation                                                               29,544       20,297
   Bad debt expense                                                           53,747       22,379
   Common stock issued for services                                             --        221,920
   Options on common stock issued below market value                            --        240,000
 Changes in assets and liabilities
   (Increase) decrease in accounts receivable                               (129,282)     (63,609)
   (Increase) decrease in accounts receivable - related party                  8,217       (8,217)
   (Increase) decrease in deposits and prepaids                              (27,591)     (38,135)
   Increase (decrease) in accounts payable                                   (21,462)       8,921
   Increase (decrease) in accounts payable - related party                      --         (3,477)
   Increase (decrease) in bank overdraft                                      12,025         --
   Increase (decrease) in unearned revenue                                   130,751       30,570
                                                                           ---------    ---------
     Net Cash (Used) by Operating Activities                                 (26,575)    (170,427)
                                                                           ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of fixed assets                                                    (44,568)     (39,251)
                                                                           ---------    ---------
     Net Cash (Used) by Investing Activities                                 (44,568)     (39,251)
                                                                           ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from note payable - related party                                     --           --
 Payments on note payable - related party                                       --        (44,407)
 Proceeds from sales of common stock                                            --        413,250
 Stock offering costs                                                           --       (101,166)
                                                                           ---------    ---------
     Net Cash Provided by Financing activities                                  --        267,677
                                                                           ---------    ---------
NET INCREASE (DECREASE) IN CASH                                              (71,143)      57,999

CASH AT BEGINNING OF YEAR                                                     71,143       13,144
                                                                           ---------    ---------
CASH AT END OF YEAR                                                        $    --      $  71,143
                                                                           =========    =========
SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR

 Interest                                                                  $    --      $   --
 Income taxes                                                              $    --      $   --

NON-CASH FINANCING ACTIVITIES

 Common stock issued for services rendered                                 $    --      $ 221,920
 Options on common stock issued below market value                         $    --      $ 240,000
</TABLE>

       The accompanying notes are an integral part of these consolidated
                             financial statements.

                                       7
<PAGE>


                      BUDGETHOTELS.COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                                November 30, 2000


NOTE 1 -      COMPANY BACKGROUND

              The consolidated financial statements include those of
              budgethotels.com, inc. (BHI) (formerly known as Info Center
              International, Inc.) and its wholly-owned subsidiary, Info Center,
              Inc. (Info). Collectively, they are referred to herein as "the
              Company".

              BHI was incorporated under the laws of the State of Nevada on
              November 5, 1997 as Info Center International, Inc. BHI was
              incorporated for the purpose of acquiring Info. In February 1999,
              the Company changed its name from Info Center International, Inc.
              to budgethotels.com, inc.

              Info, a wholly-owned subsidiary, was formed under the laws of the
              State of Washington on November 6, 1984. Info has been in the
              business of operating billboards, signboards and illuminated signs
              for the purpose of placing advertisements. Info also maintains and
              operates an internet website for the purpose of making hotel
              reservations.

              On November 30, 1997, the Company completed an Agreement and Plan
              of Share Exchange whereby BHI issued 8,000,000 shares of its
              common stock in exchange for all of the outstanding common stock
              of Info. The share exchange was accounted for as a transfer under
              common control as WJ Marshall Management Inc. was the controlling
              shareholder of Info and BHI prior to the share exchange.
              Accordingly, there was no adjustment to the carrying value of the
              assets or liabilities of Info. BHI has been in the business of
              operating billboards for the purpose of placing advertisements.

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              A summary of the significant accounting policies consistently
              applied in the preparation of the accompanying consolidated
              financial statements follows:

              a.  Accounting Method

              The Company's consolidated financial statements are prepared using
              the accrual method of accounting. The Company has elected a
              November 30 year end.

              b.  Property and Equipment

              Property and equipment are recorded at cost. Major additions and
              improvements are capitalized. The cost and related accumulated
              depreciation of equipment retired or sold are removed from the
              accounts and any differences between the undepreciated amount and
              the proceeds from the sale are recorded as a gain or loss on sale
              of equipment. Depreciation is computed using the straight-line
              method over the estimated useful lives as follows:

<Table>
<Caption>
                                                         Useful
                           Description                   Lives
                    -----------------------------     -------------
                    <S>                               <C>
                    Advertising boards                7 years
                    Office furniture and equipment    7 years
                    Computer Software                 3 years
                    Website                           3 years
                    Leasehold improvements            Life of Lease

</Table>

                                       8
<PAGE>

                      BUDGETHOTELS.COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                                November 30, 2000


NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              c.  Accounts Receivable

              Accounts receivable are shown net of the allowance for doubtful
              accounts of $42,451 at November 30, 2000.

              d.  Provision For Taxes

              The income tax benefit differs from the amount computed at the
              federal statutory rates as follows:

<TABLE>
<CAPTION>

                                                                                For the
                                                                               Year Ended
                                                                              November 30,
                                                                                  2000
                                                                              ------------
              <S>                                                              <C>
              Income tax benefit at statutory rate                             $  28,058
              Change in valuation allowance                                      (28,058)
                                                                               ---------
                                                                               $    --
                                                                               =========

              Deferred tax assets at November 30, 2000 are comprised
              of the following:

              Net operating loss carryforward                                  $ 851,076
              Depreciation                                                          --

              Valuation allowance                                               (851,076)
                                                                               ---------
                                                                               $    --
                                                                               =========
</TABLE>

              At November 30, 2000, the Company had net operating loss
              carryforwards of approximately $850,000 that may be offset against
              future taxable income through 2020. If substantial changes in the
              Company's ownership should occur, there would also be an annual
              limitation of the amount of the NOL carryforwards which could be
              utilized. No tax benefit had been reported in the financial
              statements, because the Company believes there is a 50% or greater
              change the carryforwards will expire unused. The tax benefits of
              the loss carryforwards are offset by a valuation allowance of the
              same amount.

              e.  Principles of Consolidation

              The consolidated financial statements include those of
              budgethotels.com, inc. and its wholly-owned subsidiary, Info
              Center, Inc.

              All material intercompany accounts and transactions have been
              eliminated.



                                       9
<PAGE>

                      BUDGETHOTELS.COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                                November 30, 2000


NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              f.  Cash Equivalents

              For the purposes of the statement of cash flows, the Company
              considers all highly liquid investments with an original maturity
              of three months or less to be cash equivalents.

              g.  Basic Loss Per Share
<TABLE>
<CAPTION>


                                                                   For the Year Ended
                                                                    November 30, 2000
                                                  ---------------------------------------------
                                                                    (Denominator)
                                                                       Weighted
                                                  (Numerator)          Average          Basic
                                                     (Loss)           Number of      (Loss) Per
                                                    Amounts             Shares          Share
                                                  -----------       -------------    ----------
<S>                                                <C>                <C>              <C>
                                                   $(82,524)          13,214,000       $(0.01)
                                                   --------           ----------       ------

                                                   $(82,524)          13,214,000       $(0.01)
                                                   ========           ==========       ======

</TABLE>


<TABLE>
<CAPTION>

                                                                   For the Year Ended
                                                                    November 30, 1999
                                                  ---------------------------------------------
                                                                    (Denominator)
                                                                       Weighted
                                                  (Numerator)          Average          Basic
                                                     (Loss)           Number of      (Loss) Per
                                                    Amounts             Shares          Share
                                                  -----------       -------------    ----------
<S>                                                <C>                <C>              <C>
                                                   $(601,076)         12,481,479       $(0.05)
                                                   ---------          ----------       ------

                                                   $(601,076)         12,481,479       $(0.05)
                                                   =========          ==========       ======
</TABLE>

              The basic (loss) per share of common stock is based on the
              weighted average number of shares issued and outstanding at the
              date of the consolidated financial statements. Common stock
              equivalents are not presented as they are antidilutive in nature.

              h.  Estimates

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


                                       10
<PAGE>

                      BUDGETHOTELS.COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                                November 30, 2000


NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              i.  Revenue Recognition

              Revenue is recognized as service is provided to the customer. The
              Company amortizes revenues over the life of the contract with the
              customer which range from three months to one year. Unearned
              revenues reflect the percentage of the Company's receivables and
              collected fees for which services have not yet been provided.

              The Company pays its salesmen in full from the initial sales
              proceeds. The commissions are capitalized and amortized over the
              estimated life of the contracts. Prepaid commissions at November
              30, 2000 were $30,948.

              j.  Recent Accounting Pronouncements

              The Company has adopted the provisions of FASB Statement No. 138
              "Accounting for Certain Derivative Instruments and Hedging
              Activities, (an amendment of FASB Statement No. 133.)" Because the
              Company had adopted the provisions of FASB Statement No. 133,
              prior to June 15, 2000, this statement is effective for all fiscal
              quarters beginning after June 15, 2000. The adoption of this
              principle had no material effect on the Company's consolidated
              financial statements.

              The Company has adopted the provisions of FASB Statement No. 140
              "Accounting for Transfers and Servicing of Financial Assets and
              Extinguishments of Liabilities (a replacement of FASB Statement
              No. 125.)" This statement provides accounting and reporting
              standard for transfers and servicing of financial assets and
              extinguishments of liabilities. Those standards are based on
              consistent application of a financial-components approach that
              focuses on control. Under that approach, the transfer of financial
              assets, the Company recognized the financial and servicing assets
              it controls and the liabilities it has incurred, derecognizes
              financial assets when control has been surrendered, and
              derecognizes liabilities when extinguished. This statement
              provides consistent standards for distinguishing transfers of
              financial assets that are sales from transfers that are secured
              borrowings. This statement is effective for transfers and
              servicing of financial assets and extinguishments of liabilities
              occurring after March 31, 2001. This statement is effective for
              recognition and reclassification of collateral and for disclosures
              relating to securitization transactions and collateral for fiscal
              years ending after December 15, 2000. The adoption of this
              principle had no material effect on the Company's consolidated
              financial statements.


                                       11
<PAGE>

                      BUDGETHOTELS.COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                                November 30, 2000


NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              j.  Recent Accounting Pronouncements (Continued)

              The Company has adopted the provisions of FIN 44 "Accounting for
              Certain Transactions Involving Stock Compensation (an
              interpretation of APB Opinion No. 25.)" This interpretation is
              effective July 1, 2000. FIN 44 clarifies the application of
              Opinion No. 25 for only certain issues. It does not address any
              issues related to the application of the fair value method in
              Statement No. 123. Among other issues, FIN 44 clarifies the
              definition of employee for purposes of applying Opinion 25, the
              criteria for determining whether a plan qualifies as a
              noncompensatory plan, the accounting consequence of various
              modifications to the terms of a previously fixed stock option or
              award, and accounting for an exchange of stock compensation awards
              in a business combination. The adoption of this principle had no
              material effect on the Company's consolidated financial
              statements.

NOTE 3 -      PROPERTY AND EQUIPMENT

              Property and equipment consists of the following:


<TABLE>
<CAPTION>
                                                                November 30,
                                                                    2000
                                                                ------------
                   <S>                                           <C>
                   Advertising boards                            $ 111,783
                   Office furniture and equipment                   48,319
                   Computer software                                 3,727
                   Website                                          32,579
                   Leasehold improvements                           12,714
                                                                 ---------
                                                                   209,122
                   Accumulated depreciation                       (110,540)
                                                                 ---------
                   Net property and equipment                    $  98,582
                                                                 =========
</TABLE>

              Depreciation expense for the years ended November 30, 2000 and
              1999 was $29,544 and $20,297, respectively.

NOTE 4 -      COMMITMENTS AND CONTINGENCIES

              In October 1997, the Company entered into an agreement for
              consulting services. The agreement runs from October 1997 through
              January 2001. The monthly payment for the consulting agreement is
              $1,360.

              In March 1999, the Company entered into an agreement with its
              president for consulting services. The agreement runs from March
              1999 through March 2014. The monthly payment for the consulting
              agreement is $10,000. The Company has since canceled the previous
              agreement and entered into a new agreement with the Company's
              president. The terms of the new agreement are as follows:

                   November 1, 2000 - October 31, 2001         $7,000 per month
                   November 1, 2001 - October 31, 2002         $10,000 per month
                   November 1, 2002 - October 31, 2003         $13,000 per month


                                       12
<PAGE>

                      BUDGETHOTELS.COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                                November 30, 2000

NOTE 4 -      COMMITMENTS AND CONTINGENCIES (Continued)

              In July 2000, the Company entered into an agreement with G.R.
              Reagh Ltd. for consulting services. The agreement runs from July
              1, 2000 through October 31, 2003. The monthly payment for the
              consulting agreement is $1,000.

              The Company leases certain office equipment used in their
              operations under non-cancelable operating leases. The lease terms
              expire beginning in April 2001 and ending in September 2003. The
              monthly rental payment for the leases is $1,137.

              The Company leases office space located in Kelowna, British
              Columbia on a month-to-month basis. The monthly lease payment on
              the office is $732.

              During April 1997, the Company entered into an operating lease
              agreement for an automobile. The lease term expires in March 2001.
              The monthly rental payment is $579.

              Minimum future lease payments on the leases and contracts as of
              November 30, 2000 are as follows:

<TABLE>
<CAPTION>

                   Year Ended
                   November  30,                         Amount
                   -------------                        --------
                   <S>                                  <C>
                   2001                                 $121,107
                   2002                                  144,755
                   2003 and thereafter                   159,321
                                                        --------
                         Total                          $425,183
                                                        ========
</TABLE>

NOTE 5 -      LICENSING AGREEMENT

              In October 1997, the Company entered into a licensing agreement
              with Greyhound Lines, Inc. (Greyhound), whereby the Company is
              granted the right to install, operate and maintain its advertising
              boards in all of Greyhound's owned and leased bus terminal
              facilities. The agreement is for a period of 15 years (three 5
              year terms) beginning in February 1998. The cost to the Company
              ranges from $50 to $367 per month for each location where an
              advertising board is placed.

NOTE 6 -      COMMON STOCK

              In November 1998, the Company issued 600,000 shares of its common
              stock for services rendered valued at $28,080, or $0.05 per share.
              These shares were subsequently canceled by the Company in December
              1998.


                                       13
<PAGE>

                      BUDGETHOTELS.COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                                November 30, 2000


NOTE 6 -      COMMON STOCK (Continued)

              In March 1999, the Company sold 1,585,000 shares of its common
              stock in an offering for $396,250 at a price of $0.25 per share.
              In March 1999, the Company sold an additional 42,000 shares of its
              common stock in another offering for $17,000 at prices ranging
              from $0.30 to $0.50 per share. The stock offering costs related to
              these two offerings amounted to $101,166 and were charged to
              paid-in capital.

              In May 1999, the Company issued 400,000 shares of its common stock
              for services rendered valued at $100,000, or $0.25 per share.

              In 1999, the Company issued options to a member of management to
              purchase 1,000,000 shares of its common stock at $0.01 per share.
              At the time the options were issued, the Company's common stock
              was trading at $0.25 per share. Accordingly, the Company
              recognized compensation expense of $240,000, which was charged to
              paid-in capital (Note 9).

              In July 1999, the Company issued 300,000 shares of its common
              stock for services rendered valued at $150,000, or $0.50 per
              share.

NOTE 7 -      DILUTIVE INSTRUMENTS

              a.  Stock Options

              The Company applied Accounting Principles board ("APB") Option 25,
              "Accounting for Stock Issued to Employees," and related
              interpretations in accounting for all stock option plans. Under
              APB Option 25, compensation cost is recognized for stock options
              granted to employees when the option price is less than the market
              price of the underlying common stock on the date of grant.

              FASB Statement 123, "Accounting for Stock-Based Compensation"
              (SFAS No. 123"), requires the Company to provide proforma
              information regarding net income and net income per share as if
              compensation costs for the Company's stock option plans and other
              stock awards had been determined in accordance with the fair value
              based method prescribed in SFAS No. 123. The company estimates the
              fair value of each stock award at the grant date by using the
              Black-Scholes option pricing model with the following weighted
              average assumptions used for grants, respectively; dividend yield
              of zero percent for all years; expected volatility of 4.38 percent
              for all years; risk-free interest rates of 6.2 percent and
              expected lives of 1 year.

                                       14
<PAGE>


                      BUDGETHOTELS.COM, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                                November 30, 2000


NOTE 7 -      DILUTIVE INSTRUMENTS (Continued)

<TABLE>
<CAPTION>

                                                                             For the Year Ended
                                                                              November 30, 2000
                                                                          ------------------------
                                                                            2000            1999

                                                                          --------       ---------
              <S>                                                         <C>            <C>
              Net loss:
                  As reported                                             $(82,524)      $(601,076)
                  Pro Forma                                                (94,050)       (601,076)

              Net loss per share:
                  As reported                                             $  (0.01)      $   (0.05)
                  Pro Forma                                                  (0.01)          (0.05)
</TABLE>

              The Company has granted the following options as of November 30,
              2000.


<TABLE>
<CAPTION>

                               Date of          Exercise      Exercise      Amount       Expiration
        Description             Grant            Number         Price     Exercised          Date
------------------------       --------         --------      --------    ---------      ----------

<S>                            <C>               <C>            <C>           <C>         <C>
Employee                        4-01-00           93,750        $0.25         --           4-01-01
Employee                        6-01-00          232,500        $0.25         --           6-01-01
Officer                        11-01-11          200,000        $0.25         --          10-31-01
Consultant                     11-01-11          200,000        $0.25         --          10-31-01
                                                 -------
                                                 726,250
                                                 =======
</TABLE>


              On March 15, 1999, the Company issued options to Marc Zurba to
              purchase 100,000 shares of common stock at $0.50 per share, which
              exceeded the fair value of the shares at the date of issuance.

              On March 31, 1999, the Company issued options to Bill Marshall to
              purchase 1,000,000 shares of common stock at $0.01 per share. At
              the time, the Company's common stock was trading at $0.25 per
              share. Accordingly, a compensation expense $240,000 was
              recognized. On June 18, 2000, the options were canceled.

              On April 1, 2000, the Company issued options to employees to
              purchase 93,750 shares of common stock at $0.25 per share, which
              equaled the trading price of the shares at the date of issuance.

              On June 1, 2000, the Company issued options to employees to
              purchase 232,500 shares of common stock at $0.25 per share, which
              exceeded the trading price of the shares at the date of issuance.

              On November 1, 2000, the Company issued options to employees to
              purchase 400,000 shares of common stock at $0.25 per share, which
              exceeded the trading price of the shares at the date of issuance.

              There are no warrants outstanding to acquire any additional shares
              of common stock of the Company.


                                       15
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

None

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Forms 5 for Directors to be filed

ITEM 10.  EXECUTIVE COMPENSATION.

William J. Marshall
Director, Chief Executive Officer, President, Chief Financial Officer, and
Treasurer.

Annual Compensation:

<TABLE>
<S>                           <C>
Salary                        $105,000
Bonus                         nil
Other Annual Compensation     nil
</TABLE>
<PAGE>

Long Term Compensation Awards:

Restricted Stock Awards

200,000 share options vesting June 30, 2001, exercisable to December 31, 2001 at
$0.25

200,000 share options vesting June 30, 2002, exercisable to December 31, 2002 at
the average closing price between July 1, 2001 and June 30, 2002

200,000 share options vesting June 30, 2003, exercisable to December 31, 2003 at
the average closing price of the stock between July 1, 2002 and June 30, 2003

Securities Underlying Options/SARs:

Nil

LTIP Payouts:

Nil

All other Compensation:

Nil

The Company has an agreement with W.J. Marshall Management Inc. on behalf of Mr.
William Marshall dated July 1,2000. The agreement is in consideration for Mr.
Marshall's executive duties as Chief Executive Officer, President, Chief
Financial Officer, and Treasurer.

The Company has agreed to pay the following compensation:

$84,000 for the period from July 1, 2000 to June 30, 2001
$120,000 for the period from July 1, 2001 to June 30, 2002
$168,000 for the period from July 1, 2002 to June 30, 2003

Additionally the Company awarded share options as described above. (see
Restricted Stock Awards)


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

Title of Class:                         Common
Name & address of Beneficial Owner:     William Marshall
Amount:                                 7,730,000
Percent of Class:                       58.5

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None

ITEM 13.  EXHIBITS.

None

<PAGE>

                                   SIGNATURES


Pursuant to the requirements 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.


                             Budgethotels.com Inc.



                             - (registrant)

Date: March 6, 2002          By: /s/ William J. Marshall
                                 -------------------------------------
                                 William J. Marshall, President, Chief
                                 Executive Officer, Treasurer, Chief
                                 Financial Officer and a member of the
                                 Board of Directors.