UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
                               AMENDMENT NUMBER 3
(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

For the fiscal year ended                December 31, 2004
                         -------------------------------------------------------

                                       OR

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

                        Commission File Number 000-08187

                       CABELTEL INTERNATIONAL CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                                             75-2399477
-------------------------------                  -------------------------------
(State or other jurisdiction of                    (IRS Employer Identification
 Incorporation or organization)                               Number)

1755 Wittington Place, Suite 340, Dallas, Texas                  75234
-----------------------------------------------        -------------------------
    (Address of principal executive offices)                    (Zip Code)

Registrant's Telephone Number, including area code         (972) 407-8400
                                                  ------------------------------

Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class               Name of each exchange on which registered
Common Stock, $0.01 par value                    American Stock Exchange

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

         Indicate  by check  mark if the  registrant  is a  well-known  seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

         Indicate  by  check  mark if the  registrant  is not  required  to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

       Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

         Indicate by check mark whether the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [X]

         The  aggregate  market  value of the  shares of voting  and  non-voting
common equity held by non-affiliates of the Registrant, computed by reference to
the closing sales price of the Common Stock on the American Stock Exchange as of
June 30, 2005 (the last business day of the Registrant's most recently completed
second fiscal quarter) was $1,870,891  based upon a total of 400,619 shares held
as of March 31, 2005 by persons believed to be non-affiliates of the Registrant.
The  basis  of the  calculation  does  not  constitute  a  determination  by the
Registrant  as defined in Rule 405 of the  Securities  Act of 1933,  as amended,
such calculation,  if made as of a date within sixty days of this filing,  would
yield a different  value.  As of June 30,  2005,  there were  977,004  shares of
common stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of Common Stock, as of the latest practicable date.

Common Stock, $.01 par value                            976,961 shares
          (Class)                             (Outstanding at November 11, 2005)

================================================================================

<PAGE>

                               AMENDMENT NO. 3 TO
                           FORM 10-K ANNUAL REPORT FOR
                       CABELTEL INTERNATIONAL CORPORATION
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004


         The undersigned Registrant hereby amends the following items, exhibits,
or other  portions  of its Annual  Report on Form 10-K for the fiscal year ended
December 31, 2004, as set forth below and as reflected in the substituted  pages
attached hereto which replace the same numbered pages in the original filing.

         As a preface to the  identification  below,  the entirety of the Report
has been amended to reflect an  acquisition  of two U.S.  entities which are not
consolidated  into the Company but are maintained in a separate basis;  see Item
I, Business - "Recent  Acquisition of CableTEL AD." This change was necessitated
by certain comments by the Staff of the Securities and Exchange  Commission (the
"SEC"), which resulted in an appeal to the Office of the Chief Accountant of the
SEC. On October 25, 2005, the Office of the Chief Accountant of the SEC provided
its  determination of the appeal with respect to certain  accounting  treatment.
The appeal was the result of an initial  determination  and comment by the Staff
of the SEC during May 2005, that, in this very unique set of  circumstances  and
in the opinion of the Staff,  reverse acquisition  accounting  treatment may not
have been the proper treatment. Management has determined based upon discussions
with the  Office of the Chief  Accountant  during  such  appeal  that  while the
overall acquisition and other contingent aspects of the transaction are a single
transaction, the appropriate accounting treatment at this time is recordation of
the issuance of the Preferred  Stock  together  with a recordation  of a "contra
asset"  in the  same  amount  for the  value of the two  U.S.  corporations  and
CableTEL  AD.  The result is that  Management  of the  Company  filed a Form 8-K
Current  Report for event noted  October  25,  2005,  under Item 4.02,  which of
necessity  requires  certain  changes in the Annual Report on Form 10-K to cover
such treatment.  This document includes additional items of Form 10-K which have
not been amended or changed, but the items which are changed are as follows:

         o        Page 4, Item 1 - Business.

         o        Page 13, Item 2 - Properties.

         o        Page 16, Item 6 - Selected Financial Data.

         o        Page 17,  Item 7 -  Management's  Discussion  and  Analysis of
                  Results of Operation.

         o        Page 22, Item 7(a) - Quantitative and Qualitative  Disclosures
                  About Market Risk.

         o        Page 22, Item 8 - Financial Statements (also F-1 following).

         The  balance  of the  items  have not been  changed  from the  original
filing, and have accordingly not been updated to a more current date.



                                       2
<PAGE>

                       CABELTEL INTERNATIONAL CORPORATION
                       Index to Annual Report on Form 10-K
                       Fiscal year ended December 31, 2004



PART I.........................................................................4

   Item 1.  Business...........................................................4

   Item 2.  Properties........................................................13

   Item 3.  Legal Proceedings.................................................13

   Item 4.  Submission of Matters to a Vote of Security Holders...............14

PART II.......................................................................15

   Item 5.  Market for Registrant's Common Equity, Related Stockholder
            Matters and Issuer Purchases of Equity Securities.................15

   Item 6.  Selected Financial Data...........................................16

   Item 7.  Management's Discussion and Analysis of Results of Operation......17

   Item 7a:  Quantitative And Qualitative Disclosures About Market Risk.......22

   Item 8.  Financial Statements..............................................22

   Item 9.  Changes in and Disagreements With Accountants on Accounting
            and Financial Disclosure..........................................22

   Item 9a. Controls and Procedures...........................................23

   Item 9b. Other Information.................................................23

PART III......................................................................24

   Item 10.  Directors and Executive Officers of the Registrant...............24

   Item 11.  Executive Compensation...........................................28

   Item 12.  Security Ownership of Certain Beneficial Owners and Management...31

   Item 13.  Certain Relationships and Related Transactions...................34

   Item 14.  Principal Accounting Fees and Services...........................35

PART IV.......................................................................38

   Item 15.  Exhibits and Financial Statement Schedules.......................38

SIGNATURES....................................................................41




                                       3
<PAGE>

                                     PART I

                           FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-K are  forward-looking  statements within the
meaning of the Private Securities  Litigation Reform Act of 1995, Section 27A of
the Securities  Act of 1933,  and Section 21E of the Securities  Exchange Act of
1934. The words "estimate", "plan", "intend", "expect", "anticipate",  "believe"
and similar  expressions  are intended to identify  forward-looking  statements.
These  forward-looking  statements are found at various places  throughout  this
Report  and  in  the  documents  incorporated  herein  by  reference.   CabelTel
International  Corporation  disclaims  any  intention or obligation to update or
revise any forward-looking  statements,  whether as a result of new information,
future events or otherwise.  Although we believe that our expectations are based
upon  reasonable  assumptions,  we can give no assurance  that our goals will be
achieved.  Important  factors that could cause our actual results to differ from
estimates or projects contained in any forward-looking  statements are described
under "Risks Related to the Company" beginning on page 10.

ITEM 1.  BUSINESS
-----------------

CabelTel International Corporation ("CabelTel" or the "Company" or "we" or "us")
was  incorporated in Nevada on May 31, 1991,  originally  under the name Medical
Resource Companies of America. The Company is the  successor-by-merger to Wespac
Investors Trust, a California  business trust,  that began operating in 1982. On
March 26, 1996, the name was changed to Greenbriar Corporation;  on February 28,
2005, the name of the Company was changed to CabelTel International Corporation.

We operate  retirement-focused  real estate,  own and operate an outlet shopping
mall in Gainesville,  Texas and own interests in producing oil and gas leases in
Gregg and Rusk Counties, Texas.

Business Operations

We operate two separate distinct businesses:

         o        ownership and operation of real estate through:
                  (i)      one retirement community in King City, Oregon, with a
                           capacity   of  114   residents,   and  leasing  of  a
                           residential  retirement  property to a third party in
                           Greenville, South Carolina, and
                  (ii)     ownership   and   operation  of  an  outlet  mall  in
                           Gainesville, Texas, with approximately 315,000 square
                           feet of retail space available for lease; and
         o        ownership  of oil and gas  leases in Gregg and Rusk  Counties,
                  Texas,  on which 48 producing wells were operating as of March
                  31, 2005



                                       4
<PAGE>

Financial  information  about  our  segments  can be  found  in Note M  "Segment
Reporting" in the Notes to  Consolidated  Financial  Statements  found at Item 8
"Financial Statements and Supplementary Data

Business Strategy
In  choosing  investment  properties,  the  Company's  strategy  is to  choose a
property that can achieve and sustain a strong  competitive  position within its
chosen market.  The Company also seeks to continue to enhance the performance of
the properties it operates directly. In its real estate properties,  the Company
seeks to enhance current  operations by (i) maintaining and improving  occupancy
rates,  (ii)  opportunistically  increasing  rents  and  fees,  (iii)  improving
operating efficiencies and (iv) improving market positioning.

In its oil  and gas  properties,  the  Company  seeks  to keep  producing  wells
properly maintained and to recondition and, where economically  feasible,  bring
into production non-operating leases it owns.

Real Estate

Retirement Property
The Company  operates Pacific Pointe  Retirement Inn ("Pacific  Pointe") in King
City,  Oregon.  Pacific  Pointe has a capacity  of 114  residents  and  provides
community living with basic services such as meals, housekeeping,  laundry, 24/7
staffing, transportation and social and recreational activities. These residents
do not yet need assistance or support with activities of daily living but prefer
the physical and psychological comfort of a residential community of like-minded
people which offers access to health care and other senior oriented services.

Pacific Pointe is not required to hold a license for its independent  retirement
operation.  In compliance  with underlying  state bond financing,  rents at this
community must be approved by an agency of the State of Oregon.

At Pacific Pointe,  the Company's  marketing and sales efforts are undertaken at
the local level.  These efforts are intended to create  awareness of a community
and  its  services  among  prospective  residents,  their  families,  other  key
decision-makers and professional referral sources.

Pacific Pointe has a stellar  reputation in its community and has operated at or
near capacity for a number of years.  However, the retirement housing market has
little barrier to entry and Pacific Pointe's  present and potential  competitors
have, or may have access to, greater  financial,  management and other resources
than those of the facility. There can be no assurance that competitive pressures
will not have a material adverse effect on the property.

Operating  Community - The following table sets forth certain  information  with
respect to Pacific Pointe, which was owned,  operated and managed by the Company
at March 31, 2005.  The Company  considers its community to be in good operating
condition and suitable for the purpose for which it is being used.



                                       5
<PAGE>
<TABLE>
<CAPTION>

                                                                            Community
                                              Care             Resident    Operations
         Community               Location     Level   Units   Capacity(3)   Commenced   Ownership
---------------------------------------------------------------------------------------------------
<S>                         <C>                <C>     <C>        <C>         <C>        <C>
Pacific Pointe Retirement   King City, OR       S      114        114         1993       Leased (4)
Inn
Windsor House Greenville    Greenville, SC     FE       31        50          1997        Owned(5)

</TABLE>

         Key:

         (1)      S        basic support and supplemental services are offered.

         (2)      FE       assisted   living   with   additional   support   and
                           supplemental services offered.

         (3)      Reflects actual number of units for Independent Living.

         (4)      Leased  from a  partnership.  Initial  lease term is 10 years,
                  expiring  in 2012.  The Company is  responsible  for all costs
                  including  repairs to the community,  property taxes and other
                  direct  operating  costs of the community.  The lease includes
                  clauses  that allow for rent to increase  over time based on a
                  specified schedule

         (5)      Leased to an independent third party..

Repair and Maintenance - The Company  conducts  routine repairs and maintenance,
as needed,  of its  properties  on a regular  basis.  The  Company  has no other
current plans for significant  expenditures  relating to its existing properties
and considers them to be in good repair and working order.

The Company has attracted and continues to seek highly dedicated and experienced
personnel.  All  employees  are  required to complete  training  programs  which
include a core  curriculum  comprised  of  personal  care  basics,  job  related
specific  training,  first aid, fire safety,  nutrition,  infection  control and
customer  service.  Executive  Directors receive training in all of these areas,
plus  marketing,   community   relations,   healthcare   management  and  fiscal
management.  In addition to some classroom training,  the Company's  communities
provide new employees with on the job training,  utilizing  experienced staff as
trainers and mentors.


Outlet Shopping Mall Property
The Company's outlet mall does business as Gainesville Factory Shops ("GFS") and
is located in Gainesville,  Texas. GFS has approximately  315,000 square feet of
retail space available for lease.  Purchased in December 2003, GFS presented the
Company with an opportunity  to make an investment at what the Company  believes
was a bargain  price.  Since  purchasing the mall in December 2003 occupancy has
risen from 60% to 76%.  Mall  traffic  has been  enhanced  by a more  aggressive
marketing effort as well as development in its immediate  Gainesville Texas area
including the opening of a casino four miles from the mall.

The  Company's  outlet  mall has the  advantage  of being  the only  mall in its
immediate  market area. In addition,  the Company  believes that the market does
not lend itself to  construction of another mall in the  foreseeable  future.  A
number of shopping  alternatives  are available to potential  customers within a
reasonable  driving  distance.  Further,  conditions  which the  Company  cannot
control  such as highway  construction,  economic  downturn or the high price of
gasoline can have a negative impact on traffic at GFS.

Marketing is general,  market wide  advertising  to build  overall mall traffic.
Where possible the mall coordinates this advertising with its tenant  merchants'
advertising to enhance the mall as a specific destination for shoppers.


                                       6
<PAGE>

Summary Oil Reserve Data
The following  table sets forth  summary  information  concerning  the Company's
proved oil  reserves on December 31,  2004,  based on a report  prepared by Haas
Petroleum Engineering Services,  Inc., an independent consulting and engineering
firm.  Reserves were determined using year-end product prices, held constant for
the life of the properties.  Estimates of economically  recoverable reserves and
future net  revenues are based on a number of  variables,  which may differ from
actual results.

                Proved and Developed Reserves                  December 31, 2004
                Oil (MBbl)                                                381.07

Productive Wells
The  following  table  summarizes  our gross  working  interests and net revenue
interests in productive  oil wells at March 31, 2005. All wells are in the State
of Texas.

                   Gross Wells                              Net Wells
                       48                                      36


The  Company's oil wells have all been  "abandoned"  by the larger oil companies
and their leases have devolved to other persons or entities.  The Company has 61
leases with a range of 65.7% to 80% of ownership.  Individual wells produce from
70 to 360 barrels per month.

Well Operations
The Company's oil  production is hauled by and its wells are maintained by third
party  contractors,  and the  entire  production  is sold  under  contract  to a
subsidiary  of  Black  Hills   Corporation.   This   contract  is   renegotiated
periodically  and is based on the  average  daily  closing  price of oil for the
previous month,  as published by Koch Supply & Trading,  plus a premium of $3.15
per barrel at March 31, 2005.

The operations of any facility  gathering,  transporting,  processing or storing
crude oil is subject to stringent and complex laws and regulations pertaining to
health,  safety and the  environment.  As an  operator of such  facilities,  the
Company  must comply with  federal,  state and local laws that relate to air and
water  quality,  hazardous  and solid waste  management  and  disposal and other
environmental  matters. Costs of operating oil wells must incorporate compliance
with  environmental  laws,  regulations and safety standards.  Failure to comply
with these laws and regulations may trigger a variety of  administrative,  civil
and potentially criminal enforcement measures.

The market for oil is highly volatile but not greatly  competitive.  Sweet Texas
Crude Oil is constantly in high demand world wide. However, there is a high cost
to operate the low-production wells in East Texas. The Company's wells would not
be profitable if oil is sold at less than $24 per barrel.



                                       7
<PAGE>

Insurance
The Company currently  maintains  property and liability  insurance  intended to
cover claims in its retirement  community,  outlet mall,  corporate and oil well
operations.  The number of  insurance  carriers  who offer  retirement  industry
liability  insurance has  diminished  since 1999, and the cost of such insurance
continues to escalate.  The Company also carries  property  insurance on each of
its owned and leased properties.

Environmental Matters
Under  various  federal,  state and local  environmental  laws,  ordinances  and
regulations,  a current or  previous  owner or  operator  of real  estate may be
required to investigate and clean up hazardous or toxic  substances or petroleum
product  releases  at the  property,  and may be held  liable to a  governmental
entity or to third parties for property damage and for  investigation  and clean
up costs  incurred by such parties in connection  with the  contamination.  Such
laws typically impose clean up  responsibility  and liability  without regard to
whether the owner or operator knew of or caused the presence of the contaminants
and the liability  under such laws has been  interpreted to be joint and several
unless the harm is divisible and there is a reasonable  basis for  allocation of
responsibility.  The costs of  investigation,  remediation  or  removal  of such
substances may be substantial and the presence of such substances or the failure
to remediate  properly such property may adversely affect the owner's ability to
sell or lease the  property or to borrow using the  property as  collateral.  In
addition,  some  environmental  laws create a lien on the  contaminated  site in
favor of the government  for damages and costs it incurs in connection  with the
contamination. Persons who arrange for the disposal or treatment of hazardous or
toxic  substances  also may be liable for the costs of removal or  redemption of
such  substances  at the  disposal or treatment  community,  whether or not such
community is owned or operated by that person or corporation. Finally, the owner
or operator of a site may be subject to common law claims by third parties based
on damages and costs resulting from environmental contamination emanating from a
site.

The Company has  conducted  environmental  assessments  on most of its  existing
owned  or  leased   properties.   These   assessments   have  not  revealed  any
environmental  liability that the Company believes would have a material adverse
effect on the Company's business,  assets or results of operations.  The Company
is not aware of any such environmental  liability. The Company believes that all
of its properties  are in compliance in all material  respects with all federal,
state and local laws,  ordinances and regulations  regarding  hazardous or toxic
substances  or  petroleum  products.  The Company  has not been  notified by any
governmental   authority   and  is  not   otherwise   aware   of  any   material
non-compliance,  liability or claim relating to hazardous or toxic substances or
petroleum products in connection with any of its communities.

Employees
At March  31,  2005,  the  Company  employed  56  people  (20  full-time  and 36
part-time).  The  Company  believes it  maintains  good  relationships  with its
employees.  None of the  Company's  employees  are  represented  by a collective
bargaining group.

The Company's  operations  are subject to the Fair Labor  Standards Act. Many of
the  Company's  employees  are paid at rates related to the minimum wage and any
increase in the minimum wage will result in an increase in labor costs.



                                       8
<PAGE>

Management  is  not  aware  of any  non-compliance  by the  Company  as  regards
applicable regulatory  requirements that would have a material adverse effect on
the Company's financial condition or results of operations.

Recent Acquisition of CableTEL AD
On October 12, 2004,  CIC  acquired,  for 31,500 shares of  newly-designated  2%
Series J  Preferred  Stock,  74.8% of  CableTEL  AD  ("CableTEL"),  a  Bulgarian
telecommunications  company. The terms of the acquisition  agreement require CIC
to present a proposal to its  stockholders to approve the mandatory  exchange of
all shares of Series J Preferred  Stock into  8,788,500  shares of common  stock
which, if approved by  stockholders,  would represent 90% of the resulting total
issued and  outstanding  shares of common  stock in CIC.  As of the date of this
report the exchange has not occurred.

The acquisition  agreement,  as amended,  provides that the  stockholders of CIC
have until June 30,  2006 to approve the  exchange  of Series J Preferred  Stock
into CIC common  stock.  If the exchange is not  approved by June 30, 2006,  the
holders of the Series J  Preferred  Stock have the option to rescind  the entire
transaction.  Until  the  acquisition  is  completed,  CableTEL  AD will  not be
included in CIC's consolidated financial statements and the financial statements
of  CIC  will  include  a  Series  J  Preferred   Stock  contra  equity  account
representing the Company's interest in CableTEL AD.

If the stockholders of CIC approve the transaction it would effectively give the
owners of CableTEL AD the  controlling  interest  in CIC.  Due to the  effective
change in control,  by virtue of the aforementioned  exchange into common stock,
this  transaction  will be  accounted  for,  upon the  exchange,  as a  "reverse
acquisition",  with  CableTEL  AD being  the  accounting  acquirer  and with CIC
accounted for as if it had been acquired on the exchange date.

CableTEL AD is the largest cable television  ("CATV") operator in the Country of
Bulgaria.  In  addition,   CableTEL  has  built  a  fiber  optic  backbone  (the
"backbone")  consisting  of  three  ducts  around  Bulgaria  at a total  cost of
$29,872,500.  CableTEL  intends  to keep  one  duct for its own use and sell the
remaining  two ducts to unrelated  third  parties to offset the cost of building
the ducts.

CableTEL's marketing is centralized in its Sofia, Bulgaria  headquarters.  Given
the acquisitions  strategy of CabelTEL,  the Sales and Marketing  department has
developed a re-branding  strategy to quickly bring new operations up to CableTEL
communication standards and preserve the overall strength of the CableTEL brand.

In  addition  to  CATV,  CableTEL  provides  internet  service,  VoIP  (internet
telephony) and mobile phone services. The company is well-positioned from both a
marketing and quality approach to being a strong competitor in its markets.

CableTEL has 384 employees  (372  full-time  and 12  part-time) in Bulgaria.  It
leases  its  headquarters  and owns no  property.  The  technical  nature of its
business requires a high capital cost.

For  further  information  on  CableTEL  AD,  please  refer  to  Note  A in  the
accompanying financial statements.



                                       9
<PAGE>

Available Information
The Company maintains an internet website at http://www.cabeltel.us. The Company
has available through the website,  free of charge, Annual Reports on Form 10-K,
Quarterly  Reports on Form 10-Q,  Current  Reports  on Form 8-K,  reports  filed
pursuant to Section 16 of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act") and amendments to those reports as soon as reasonably practicable after we
electronically  file or furnish such  materials to the  Securities  and Exchange
Commission.  In  addition,  the  Company has posted the  charters  for our Audit
Committee,  Compensation  Committee and Governance and Nominating Committee,  as
well as our Code of Business Conduct and Ethics, Corporate Governance Guidelines
on Director  Independence and other  information on the website.  These charters
and principles  are not  incorporated  in this Report by reference.  The Company
will also provide a copy of these documents free of charge to stockholders  upon
written request.  The Company issues Annual Reports containing audited financial
statements to its common stockholders.

Risks Related to the Company
The  retirement  industry  is highly  competitive.  Competition  for  residents,
employees and facilities is very keen in the retirement  industry.  Although the
Company's   Pacific  Pointe  property  in  Oregon  is  not  subject  to  federal
regulation, it must comply with State of Oregon Senior Housing Regulations which
are subject to change from time to time.

The shopping  mall business is dependent on  successful  tenants.  The Company's
shopping  mall in  Gainesville,  Texas is unique in its market but must maintain
good  relationships  with its  current  and future  tenants as well as  generate
adequate traffic for those tenants to be successful.

The price of crude oil is highly  volatile.  Although the Company has  benefited
from extremely high crude oil prices in the last two years there is no guarantee
that crude oil prices will remain at record  levels.  The type of oil production
the Company is involved in is very  expensive  and cannot be  profitable  if the
market for crude oil is less than $24 per barrel.

Our governing documents contain  anti-takeover  provisions that may make it more
difficult  for a  third  party  to  acquire  control  of  us.  Our  Articles  of
Incorporation  contain  provisions  designed to  discourage  attempts to acquire
control of the Company by a merger,  tender  offer,  proxy contest or removal of
incumbent  management  without  the  approval  of our Board of  Directors.  As a
result, a transaction  which otherwise might appear to be in your best interests
as a stockholder could be delayed, deferred or prevented altogether, and you may
be  deprived  of an  opportunity  to  receive a  premium  for your  shares  over
prevailing   market  rates.   The  provisions   contained  in  our  Articles  of
Incorporation include:

         o        the requirement of an 80% vote to make, adopt,  alter,  amend,
                  change or repeal our Bylaws or certain key  provisions  of the
                  Articles of Incorporation that embody, among other things, the
                  anti-takeover provisions,

         o        the so-called business  combination "control act" requirements
                  involving the Company and a person that  beneficially owns 10%
                  or more of the  outstanding  common stock except under certain
                  circumstances,



                                       10
<PAGE>

         o        the  requirement of holders of at least 80% of the outstanding
                  Common Stock to join together to request a special  meeting of
                  stockholders.

As of March 31, 2005,  officers,  directors and affiliated  entities owning more
than 5% of the Company's outstanding Common Stock owned approximately 59% of the
outstanding  shares of Common Stock.  In addition,  a small group of individuals
and entities own all of the outstanding Series J 2% Preferred Stock, which holds
the right to five votes per share of Series J 2% Preferred Stock voting with the
Common Stock. Under these circumstances, if the holders of Series J 2% Preferred
Stock  and  directors  and  affiliated  entities  owning  more  than  5% of  our
outstanding  Common  Stock voted  together,  the group would  control 64% of the
votes  in  any  stockholder  action.  In  light  of  this,  these  anti-takeover
provisions  could  help  entrench  the  existing  Board  of  Directors  and  may
effectively  give our  management  the  power to block any  attempted  change in
control.

Quality Assurance
In operating a retirement  community,  our  commitment  to quality  assurance is
designed  to achieve a high degree of resident  and family  member  satisfaction
with the care and  services  the Company  provides.  In addition to training and
performance  reviews of all employees,  the Company's  quality control  measures
include:

Philosophy  of  Management  -  The  Company's  philosophy  of  management  is to
demonstrate  by its actions and require  from its  employees  high  standards of
personal  integrity,  to develop a climate of openness and trust, to demonstrate
respect  for  human  dignity  in every  circumstance,  to be  supportive  in all
relationships,  to promote teamwork by involving  employees in the management of
their own work and to promote the free expression of ideas and opinions.

Regular Property  Inspections - Property  inspections are conducted by corporate
personnel on a regular  basis.  These  inspections  cover the  appearance of the
exterior and grounds,  the  appearance  and  cleanliness  of the  interior,  the
professionalism  and  friendliness  of  staff,  where  applicable,  and notes on
maintenance.

In oil  production,  quality is a matter of proper  separation of crude oil from
saltwater.  These  processes  are  automated at each well and the Company is not
aware of any complaints as to the quality of its crude oil.

Marketing
In real estate the Company's  marketing and sales efforts are  undertaken at the
local  level.  These are  intended  to create  awareness  of a property  and its
services  among  prospective  customers,  their  families and other key referral
sources. The property engages in traditional types of marketing activities, such
as special events,  radio spots, direct mailings,  print advertising,  signs and
yellow page advertising. These marketing activities and media advertisements are
directed to potential customers.

In its oil  business  the Company  sells its  production  of crude oil through a
contract  as  described  on page 7. The  Company  has no  marketing  efforts  or
responsibility in this facet of its business.

Government Regulation
Pacific  Pointe is not  required  to hold a state  license  for its  independent
retirement  operation.  Any future retirement  community acquired by the Company
must be  correctly  licensed as required by its state and local laws and must be
in compliance with the Americans with  Disabilities Act ("ADA").  That community
must also be in compliance with the Fair Housing Amendments Act.



                                       11
<PAGE>

In compliance with underlying state bond financing, rents at Pacific Pointe must
be approved by an agency of the state.

The operations of any facility  gathering,  transporting,  processing or storing
natural  gas and  crude  oil is  subject  to  stringent  and  complex  laws  and
regulations  pertaining to health,  safety and the  environment.  As an owner or
operator of these  facilities,  the Company must comply with federal,  state and
local  laws that  relate to air and water  quality,  hazardous  and solid  waste
management and disposal, and other environmental matters. Costs of operating oil
wells must  incorporate  compliance  with  environmental  laws,  regulations and
safety standards.  Failure to comply with these laws and regulations may trigger
a  variety  of  administrative,   civil  and  potentially  criminal  enforcement
measures.

The  Company is subject to the Fair Labor  Standards  Act,  which  governs  such
matters as minimum  wage,  overtime and other  working  conditions.  Many of the
Company's  employees are paid at rates  related to the federal  minimum wage and
accordingly,  increases  in the minimum wage will result in an increase in labor
costs.

Management  is  not  aware  of any  non-compliance  by the  Company  as  regards
applicable regulatory  requirements that would have a material adverse effect on
the Company's financial condition or results of operations.


Competition
The  retirement  industry  is highly  competitive  and will  continue  to become
increasingly  competitive  in  the  future.  The  Company  competes  with  other
retirement  companies and numerous other companies  providing  similar long-term
care alternatives,  such as home healthcare  agencies,  community-based  service
programs and convalescent centers (nursing homes).

The shopping mall  industry is also  competitive  but the Company's  property in
Gainesville, Texas is geographically isolated and CIC feels that the market will
not support another mall.

The crude oil business  has many  factors,  described  elsewhere in this report,
that could cause concern.  However,  it is not competitive.  The Company's Texas
Sweet Crude is highly sought after by the oil industry.


Insurance
The  provision  of  personal  services  entails an  inherent  risk of  liability
compared  to  more   institutional   long-term  care   communities.   Retirement
communities  of the type  operated  by the  Company,  offer  residents a greater
degree  of  independence   in  their  daily  lives.   This  increased  level  of
independence, however, may subject the resident and the Company to certain risks
that would be reduced in more institutionalized  settings. The Company currently
maintains liability insurance intended to cover such claims. However, the number
of insurance  carriers who offer such  insurance has  diminished in recent years
and the costs of such insurance continues to escalate.  The Company also carries
property insurance on each of its properties.



                                       12
<PAGE>

Environmental Matters
Under  various  federal,  state and local  environmental  laws,  ordinances  and
regulations,  a current or  previous  owner or  operator  of real  estate may be
required to investigate and clean up hazardous or toxic  substances or petroleum
product  releases  at the  property,  and may be held  liable to a  governmental
entity or to third parties for property damage and for  investigation  and clean
up costs  incurred by such parties in connection  with the  contamination.  Such
laws typically impose clean up  responsibility  and liability  without regard to
whether the owner or operator knew of or caused the presence of the contaminants
and the liability  under such laws has been  interpreted to be joint and several
unless the harm is divisible and there is a reasonable  basis for  allocation of
responsibility.  The costs of  investigation,  remediation  or  removal  of such
substances may be substantial and the presence of such substances or the failure
to remediate  properly such property may adversely affect the owner's ability to
sell or lease the  property or to borrow using the  property as  collateral.  In
addition,  some  environmental  laws create a lien on the  contaminated  site in
favor of the government  for damages and costs it incurs in connection  with the
contamination. Persons who arrange for the disposal or treatment of hazardous or
toxic  substances  also may be liable for the costs of removal or  redemption of
such  substances  at the  disposal or treatment  community,  whether or not such
community is owned or operated by that person or corporation. Finally, the owner
or operator of a site may be subject to common law claims by third parties based
on damages and costs resulting from environmental contamination emanating from a
site.

The Company has  conducted  environmental  assessments  on most of its  existing
owned  or  leased   properties.   These   assessments   have  not  revealed  any
environmental  liability that the Company believes would have a material adverse
effect on the Company's business,  assets or results of operations.  The Company
is not aware of any such environmental  liability. The Company believes that all
of its properties  are in compliance in all material  respects with all federal,
state and local laws,  ordinances and regulations  regarding  hazardous or toxic
substances  or  petroleum  products.  The Company  has not been  notified by any
governmental   authority,   and  is  not  otherwise   aware,   of  any  material
non-compliance,  liability or claim relating to hazardous or toxic substances or
petroleum products in connection with any of its communities.


ITEM 2.  PROPERTIES
-------------------

         The Company's  principal offices are approximately 5,000 square feet of
leased  space in Dallas,  Texas.  The Company  believes its leased space will be
adequate for the foreseeable future. The Company's retirement  property,  outlet
mall property and mineral  properties are described in detail  beginning on page
5.


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

         On January 24, 2005,  Cable Partners  Bulgaria LLC, a Colorado  limited
liability company,  instituted an action in the District Court of Dallas County,
Texas styled Cable Partners Bulgaria LLC v. Greenbriar Corporation and Ronald C.
Finley,  Cause No.  05-00746-L in the 193rd  Judicial  District  Court of Dallas
County,  Texas.  Plaintiff's  original  petition  alleges  that  Cable  Partners
Bulgaria   LLC   ("CPB")   was  formed  to   acquire   the  assets  of  a  cable
telecommunications system located in Plovdiv,  Bulgaria, known as "Eurocom", and
to that end  entered  into a letter  agreement  on October  12,  2004,  with two
individuals  on behalf of Eurocom  to  purchase  all of the  assets of  Eurocom.
Plaintiff's  complaint  alleges that the letter agreement with CPB obligates the
two  individuals  to sell  all of  Eurocom's  assets  to  CPB,  and  that  CPB's



                                       13
<PAGE>

obligation  to complete  the  purchase is  conditioned  upon  completion  of due
diligence  reviews  and  negotiation  with the two  individuals  of a  customary
purchase  and  sale  agreement  and  customary  employment  and  non-competition
agreements.  The  October 12, 2004  letter  agreement  provided  that CPB was to
"utilize  commercially-reasonable  efforts" for completing the due diligence and
agreements  by  January  7, 2005.  Plaintiff's  complaint  alleges it engaged an
international  accounting  firm to  conduct  the due  diligence,  but the delays
resulted in an extension  until  February 28,  2005,  at a minimum.  Plaintiff's
complaint  alleges that certain  meetings  occurred in December 2004 and January
2005, and alleges tortuous interference with a contract and prospective contract
by the Company and Ronald  Finley,  seeks a temporary  injunction  and permanent
injunction  enjoining the Company and its subsidiaries from further contact with
the two  individuals,  and a judgment  against  the  Company in the amount of at
least  (euro)4.5  million plus exemplary  damages and attorneys' fees and costs.
Management  of the Company  intends to  vigorously  defend the action,  which it
perceives to be without merit.  Representatives of CableTEL AD had conversations
and  arrangements  in place with the  individual  stockholders  of Eurocom  well
before  either  the  October  12,  2004  purported   letter   agreement  or  the
November/December  2004  conversations.  Management  also  believes  the  action
misstates or seeks to rearrange facts and events central to the controversy.

The ownership of property and provision of services to the public entails an
inherent risk of liability. Although the Company and its subsidiaries are
involved in various items of litigation incidental to and in the ordinary course
of its business, in the opinion of management, the outcome of such litigation
will not have a material adverse impact upon the Company's financial condition,
results of operations or liquidity.


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

An Annual Meeting of Stockholders was held on October 20, 2004, at which meeting
stockholders were asked to consider and vote upon the election of directors.  At
the meeting, stockholders elected the following individuals as directors:

                                                 Shares Voting
     Director                              FOR                  ABSTAINED
Roz Campisi Beadle                       720,202                  2,888
Gene S. Bertcher                         713,462                  2,888
James E. Huffstickler                    720,200                  2,888
Dan Locklear                             720,200                  2,888
Victor L. Lund                           712,562                  2,888

There were no votes or broker non-votes on the election of directors.











                                       14
<PAGE>

                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS AND
--------------------------------------------------------------------------------
                     ISSUER PURCHASES OF EQUITY SECURITIES
                     -------------------------------------


The Common Stock of the Company is traded on the American Stock Exchange
("AMEX") using the symbol "GBR". The following table sets forth the high and low
sales prices as reported in the reporting system of the AMEX and other published
financial sources. (All prices have been adjusted for a 2002 stock dividend and
October 2003 stock split.)

                                              2004                 2003
                                         High      Low      High        Low
                                       ----------------     ----------------

         First Quarter                 $5.39       3.62     $4.25       3.62
         Second Quarter                 3.98       2.80      4.50       3.65
         Third Quarter                  3.74       3.17      4.00       2.15
         Fourth Quarter                 4.73       3.00      6.50       2.38

According to the Transfer Agent's  records,  at March 31, 2005, our Common Stock
was held by approximately  463 holders of record. On March 31, 2005, the closing
price of the Company's Common Stock was $6.05.

The Company paid no  dividends on its Common Stock in 2003 or 2004.  The Company
has not paid cash  dividends  on its Common Stock during at least the ten fiscal
years,  and it has been the policy of the Board of  Directors  of the Company to
retain all earnings to pay down long-term debt and finance future  expansion and
development  of its  businesses.  The  payment  of  dividends,  if any,  will be
determined by the Board of Directors in the future in light of  conditions  then
existing,  including the Company's financial condition and requirements,  future
prospects,  restrictions in financing agreements,  business conditions and other
factors deemed relevant by the Board of Directors.

Securities  Authorized for Issuance Under Equity  Compensation Plans We have two
stock-based   equity   compensation   plans  that  have  been  approved  by  our
stockholders. See "Note J - Stockholders Equity" for a description of the plans,
the number of shares of Common Stock to be issued upon  exercise of  outstanding
stock options, the weighted average exercise price of outstanding stock options,
and the number of shares of Common Stock remaining for future issuance under the
plans. We have no stock-based  compensation plans which were adopted without the
approval of our stockholders.

Purchases of Equity Securities
The Board of Directors has not  authorized  the  repurchase of any shares of its
Common  Stock  under any share  repurchase  program.  However,  in the past when
stockholders owning less than one round lot (100 shares) so request, the Company
has purchased  shares at market closing on the last trading day prior to receipt
of the certificate(s).  The following table represents shares repurchased during
the three months ended December 31, 2004.



                                       15
<PAGE>
<TABLE>
<CAPTION>

                                                Total No. of      Maximum No. of
                                                   Shares        Shares that May
                                               Repurchased as        Yet Be
                Total No. of     Weighted     part of Publicly-    Repurchased
                   Shares      Average Price      Announced         Under the
       Period   Repurchased     Per Share          Program           Program
10/01-31/2004       -0-            -0-               -0-               -0-
11/01-30/2004       -0-            -0-               -0-               -0-
12/01-31/2004       -0-            -0-               -0-               -0-


ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

                                     2004         2003         2002         2001        2000
                                  ---------    ---------    ---------    ---------    --------
<S>                               <C>          <C>          <C>          <C>          <C>
Operating revenue                 $   6,223    $   3,047    $   3,300    $  23,568    $  33,482
Operating expenses                    7,130        3,636        5,373       27,543        6,378
Operating profit (loss)                (907)        (589)      (2,073)      (3,975)     (10,115)

Earnings (loss) from continuing
operations before
income taxes                      $    (632)   $     617    $  (2,724)   $   9,559    $ (10,115)
Income tax (income) expense            --           --            749        2,824         --

Earnings (loss) from
continuing operations                  (632)         617       (3,473)       6,735      (10,115)

    Loss from
    discontinued
    operations                         (184)        (395)      (4,900)        (317)        (508)

    NET EARNINGS
    (LOSS)                        $    (816)         222       (8,373)       6,418      (10,623)

Net earnings (loss) applicable
   to Common shares - Basic
   and diluted                    $   (0.84)   $    0.31    $  (11.67)   $   15.53    $  (39.17)


BALANCE SHEET DATA:                  2004         2003         2002         2001        2000
Total assets                      $  16,766    $  18,131    $  12,624    $  44,022    $ 102,588
Long-term debt                        8,338        2,053        8,479       16,693       50,887
Total liabilities                    15,028       15,557       11,273       34,753       68,944
Preferred stock redemption
obligation                             --           --           --           --         26,988
Total stockholders' equity            1,738        2,554        1,351        9,269        6,656
</TABLE>



                                       16
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATION
---------------------------------------------------------------------


Overview
As of March 31, 2005, the Company owns one assisted living  community and leases
one community in two separate states, with a total capacity of 204 residents. In
addition,  the Company  owns one  community  that is operated by an  independent
third  party with a capacity of 41  residents.  The Company  also  controls  the
leases for 200 oil wells in East Texas and a 315,000  square foot outlet mall in
Gainesville, Texas

Since 1996,  the  Company has owned,  leased and  operated  assisted  living and
retirement  communities throughout the United States. During that period of time
the Company has both acquired and sold over seventy  communities.  The acquiring
and  disposing  of its  real  estate  assets  has been an  integral  part of the
Company's business.

During the past several years, the Company's  business strategy has evolved into
one of  focusing  on the  real  estate  component  and  reducing  its  operating
activities.  The  Company's  objective  is to  become  an  investor  in  various
entities,  to  acquire  properties  and either  sell,  lease or enter into joint
venture agreements with third party operators with respect to these properties.



Critical Accounting Policies and Estimates
The Company's  discussion and analysis of its financial condition and results of
operations are based upon the Company's Consolidated Financial Statements, which
have been prepared in accordance with accounting  principles  generally accepted
in the United States.  Certain of the Company's  accounting policies require the
application of judgment in selecting the appropriate assumptions for calculating
financial estimates. By their nature, these judgments are subject to an inherent
degree  of  uncertainty.  These  judgments  and  estimates  are  based  upon the
Company's historical  experience,  current trends and information available from
other sources that are believed to be reasonable  under the  circumstances,  the
results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources.  Actual
results  may  differ  from  these  estimates  under  different   assumptions  or
conditions.

The  Company  believes  the  following  critical  accounting  policies  are more
significant  to the  judgments  and  estimates  used in the  preparation  of its
consolidated  financial statements.  Revisions in such estimates are recorded in
the period in which the facts that give rise to the revisions become known.

The Company's allowance for doubtful accounts receivable and notes receivable is
based on an  analysis  of the risk of loss on specific  accounts.  The  analysis
places  particular  emphasis on past due  accounts.  Management  considers  such
information as the nature and age of the receivable,  the payment history of the
tenant,  customer or other debtor and the  financial  condition of the tenant or
other debtor. Management's estimate of the required allowance, which is reviewed
on a quarterly basis, is subject to revision as these factors change.

Deferred Tax Assets
Significant  management  judgment is required in  determining  the provision for
income taxes,  deferred tax assets and liabilities  and any valuation  allowance
recorded  against net  deferred  tax assets.  The future  recoverability  of the
Company's  net deferred tax assets is dependent  upon the  generation  of future



                                       17
<PAGE>

taxable income prior to the expiration of the loss carry  forwards.  The company
believes that it will generate  future  taxable  income to fully utilize the net
deferred tax assets.

Liquidity and Capital Resources
At December 31, 2004,  the Company had current  assets of $3,703,000 and current
liabilities of $6,535,000.

Included  in current  liabilities  is an  obligation  of  principal  and accrued
interest  to Sylvia  Gilley,  wife of a former  President  of the  Company,  for
$2,717,000.  The terms of this obligation are similar to that of preferred stock
whereby  the  Company  can only  pay this  obligation  out of  available  earned
surplus.

On December 31 of each year cash and cash equivalents totaled $762,000, $688,000
and $661,000 in 2004, 2003 and 2002 respectively.

Net cash (used in) operating activities was ($2,166,000) in 2004,  ($486,000) in
2003 and ($3,885,000) in 2002.

Net cash  provided  by (used in)  investing  activities  was  $734,000  in 2004,
($765,000) in 2003 and  $8,273,000 in 2002. In 2004,  the cash provided was from
the collection of existing notes  receivable of $1,579,000  less the purchase of
$845,000 in property and equipment  principally at the Gainesville  outlet mall.
In 2003,  the cash used was  principally  from the  collection of existing notes
receivable of $334,000 less the purchase of $1,225,000 in property and equipment
principally  at the  Gainesville  Outlet Mall.  In 2002,  the cash  provided was
principally from the proceeds from the sale of investments of $1,098,000 and the
sale of properties of $7,460,000.


Net cash  provided by (used in)  financing  activities  was  $1,506,000 in 2004,
$1,278,000  in 2003 and  ($4,973,000)  in 2002.  In 2004,  the cash provided was
principally  from the  refinancing of the  Gainesville  Outlet Mall and the cash
provided in 2003 was from the issuance of additional common stock as well as net
proceeds from  borrowings.  In 2002, the net use of cash was  principally due to
the repayment of debt on properties that were sold.



Results of Operations

Fiscal 2004 as Compared to Fiscal 2003
Revenues and Operating Expenses from Assisted Living  Operations:  Revenues were
$2,736,000 in 2004, as compared to $2,597,000,000 in 2003.  Community  operating
expenses, which consist of assisted living operations expense, lease expense and
depreciation  and  amortization,   were  $2,182,000  in  2004,  as  compared  to
$1,890,000  in 2003.  The  increase in revenue is  principally  due to increased
occupancy  during  2004.  The  increase in expenses is chiefly the write down of
fixed assets at one of the facilities.

Revenues and  Operating  Expenses  from the  Gainesville  outlet  mall:  In 2004
revenues were  $2,077,000 and operating  expenses were  $1,836,000.  The Company
acquired the mall on December 10, 2003.  Revenue and expenses for 2003 were both
$121,000.

Revenues  and  Operating  Expense  from  Oil &  Gas  Operations:  Revenues  were
$1,410,000 in 2004 and $449,000 in 2003.  Operating  expenses were $1,088,000 in
2004 and  $400,000  in  2003.  The  Company  acquired  its oil & gas  operations
effective August 1, 2003. In addition,  the price of oil was higher in 2004 than
in the prior year.



                                       18
<PAGE>

Corporate General and Administrative  Expense: These expenses were $1,721,000 in
2004, as compared to $1,111,000 in 2003.  The increase in the corporate  general
and  administrative  expenses is primarily a result of increased expenses due to
the  addition of the  Gainesville  outlet mall and  Gaywood.  In  addition,  the
Company incurred  additional legal fees in conjunction with our dispute with the
Internal Revenue Service, which was settled in August 2004.

Interest and Dividend Income: Interest and dividend income was $213,000 in 2004,
as compared to $304,000 in 2003. The decrease in interest and dividend income is
a result of a reduction in notes receivable held by the Company

Interest Expense: Interest expense was $991,000 in 2004, as compared to $498,000
in 2003. The increase in interest expense is primarily due to the acquisition of
the Gainesville outlet mall When the Company acquired the mall, it was initially
financed with a short term note with interest rates  escalating from 3% to 15% .
These  notes  were  refinanced  in  August  2004  through  a five year note with
interest at 5.85%.

Gain on Sale of Assets:  In 2004, the gain on sale of assets was $1,456,000.  In
October  2001,  the Company  became a 56% limited  partner in  Corinthians  Real
Estate Investors, LP ("CREI"), a partnership formed to acquire two properties.

In September  2002, CREI sold its two properties for cash and notes and paid off
its  third  party  debt.  As part of the  proceeds,  CREI  received  a note  for
$1,600,000  due  September  30, 2004,  which was  transferred  to the Company in
satisfaction of its $1,600,000 note receivable from CREI.

The Company  deferred  recognition  of its $740,000 share of the gain because of
the  aforementioned  guaranty.  In  addition,  CREI  had  deferred  a gain to be
recognized both by the  partnership  and the Company on the  installment  method
when payment is received.

In September  2004, the notes were paid in full and the Company  recorded a gain
of $1,232,000.

The Company owned a property in  Ellensburg,  Washington.  The  property's  book
value was  $202,000  less than its debt.  In July  2004,  the  Company  sold the
property to an unrelated third party,  who assumed the debt, and recorded a gain
of $177,000 net of expenses.

Other Income (Expense):  Other expense was $403,000 in 2004 and other income was
$342,000 in 2003.  In 2002,  the Company sold a property in  California  and was
required to establish an escrow fund for certain  repairs to the  building.  The
escrowed amounts were written off when the building was sold.  Included in other
income for 2004 is $125,000,  which represents the return of a portion of escrow
funds in excess of the amount  required.  Due to a  reduction  in the  corporate
staff,  the  Company  needed  less space  than it was  occupying  and  reached a
settlement  with the owner of the building,  in the third  quarter,  whereby the
Company  made a one time  payment of $472,000 to settle all  obligations  and to
terminate  the lease  early.  Also  included  in 2004 is a  $216,000  expense to
provide for the settlement of the Company's dispute with the IRS.

Other income in 2003 includes reimbursement of a prior year insurance claim, the
settlement of a lawsuit and settlements for certain prior year accounts payable.



                                       19
<PAGE>

Discontinued  Operations:  In October 2001, the Financial  Accounting  Standards
Board (the "FASB") issued Statement of Financial  Accounting  Standards ("SFAS")
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets".  SFAS
No.  144  supersedes  FASB  SFAS No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets  and  for  Long-Lived  Assets  to be  Disposed  Of"  and  the
accounting and reporting  provisions for disposals of a segment of a business as
addressed in APB Opinion No. 30, "Reporting the Results of  Operations-Reporting
the Effects of Disposal of a Segment of a Business,  and Extraordinary,  Unusual
and Infrequently Occurring Events and Transactions".  SFAS No. 144 establishes a
single  accounting  model for  long-lived  assets to be  disposed of by sale and
addresses various  implementation issues of SFAS No. 121. In addition,  SFAS No.
144 extends the reporting  requirements  of  discontinued  operations to include
components of an entity that have either been  disposed of or are  classified as
held for sale. The Company adopted SFAS No. 144 as of January 1, 2002.

During 2004, the Company  disposed of an assisted  living  community and entered
into a contract  to sell a second  assisted  living  community.  These have been
reflected as assets held for sale.  Revenue for the two  properties was $841,000
and $1,986,000 in 2004 and 2003, respectively.  The net loss from operations for
the two properties was $184,000 and $395,000 in 2004 and 2003, respectively

Fiscal 2003 as Compared to Fiscal 2002
Revenues and Operating Expenses from Real Estate  Operations:  Revenues from our
retirement  facilities  were  $2,598,000  in 2003,  as compared to $2,378,000 in
2002.  Community  operating  expenses,  which consist of retirement  operations,
lease expense and  depreciation  and  amortization,  were $1,890,000 in 2003, as
compared to  $1,745,000  in 2002.  The increases in revenue and expenses in 2003
are primarily due to increased occupancy.

The Company also  received  revenue  from fees and  incurred  costs for managing
facilities  for other  third  party  entities.  These  fees and costs  have been
included in real estate revenue and operating expenses.

Revenues and Operating Expenses from Oil & Gas Operations:  The Company acquired
its oil & gas  operations  effective  August 1, 2003.  Revenues  were  $449,000,
operating expenses were $400,000 and depletion and depreciation was $41,000.

Corporate General and Administrative Expenses: These expenses were $1,111,000 in
2003, as compared to $2,329,000 in 2002.  The decrease in the corporate  general
and administrative  expenses is primarily a result of a decrease in salaries and
related  payroll  expenses.  Due to a  significant  reduction  in the  number of
retirement  communities  operated by the Company, the number of employees on the
corporate staff was reduced. The downsizing also resulted in an overall decrease
in almost all general and administrative cost categories.

Write-off of Impaired  Assets and Related  Expenses:  During  2002,  the Company
wrote down the recorded value of a property it was attempting to sell.

Interest and Dividend Income: Interest and dividend income was $304,000 in 2003,
as compared to $412,000 in 2002. The decrease in interest and dividend income is
a result of a reduction in the notes receivable held by the Company.

Interest Expenses:  These expenses decreased to $498,000 in 2003, as compared to
$840,000 in 2002.  The decrease is due  primarily to the reduction in the number
of retirement communities.


                                       20
<PAGE>

Gain on Sale of  Assets:  In 2001,  the  Company  sold a property  and  received
proceeds of both cash and a bond bearing  interest at 9.5%.  The payment of both
principal and interest on the bond was based  exclusively  on the cash flow from
the property sold. For financial statement purposes the bond was valued at zero.

In August 2003, the Company  exchanged the bond for 100% of Gaywood Oil and Gas,
LLC  ("Gaywood").  Gaywood was valued by independent  engineers as having a fair
market value of  $1,169,000,  which was  recorded as a gain by the  Company.  In
September  2003,  the Company  sold land it was holding  for  $125,000  cash and
recorded a loss of $111,000 on the sale.

In November  2002,  the Company  sold its 56%  interest in Muskogee  Real Estate
Investors, LP to Sylvia M. Gilley in exchange for a reduction of $1,120,000 owed
to Ms. Gilley and a one year extension on the remaining  portion of the note due
her of $2,255,000. The Company recorded income of $930,000.

Other  Income(  Expenses):  Other  income  was  $342,000  in 2003 and a negative
$1,153,000 in 2002. Other income in 2003 includes  reimbursement of a prior year
insurance  claim,  the settlement of a lawsuit and settlements for certain prior
year accounts payable.

In  September  2002,  the Company  entered  into a venture with a third party to
secure  partnership   interests  in  future   acquisitions  of  assisted  living
communities.  The  agreement  required the Company to pay $660,000 over the next
twelve  months to fund the cost of the due  diligence  for  these  acquisitions.
There could be no assurance that this venture would be successful so the Company
charged the entire cost to expense. The Company recorded its 56% investment CREI
by the equity method of accounting.  The Company's share of the operating losses
of this  partnership  was  $621,000.  On September  30, 2002,  CREI sold its two
properties to a third party for a gain of  $2,315,000.  The Company has deferred
recognition of its 56% participation in the gain.

Discontinued  Operations:  In October 2001,  the Financial  Accounting  Standard
Board issued Statement of Financial Accounting  Standards #144,  :Accounting for
the  Impairment or Disposal of Long Lived Assets".  ("SFAS  #144").  The Company
adopted SFAS #144 effective January 1, 2002, which resulted in a presentation of
the net operating results of qualifying properties sold in 2002 as a (loss) from
discontinued  operations  for all periods  presented.  During 2002,  the Company
disposed of six  properties.  Revenue for the six properties  was  approximately
$4,698,000 in 2002. Operating expenses for the six properties were approximately
$5,325,000 in 2002.  The loss on sale of these six  properties  was  $3,729,000,
which includes income tax expense of $440,000.

During 2004, the Company  disposed of an assisted  living  community and entered
into a  contract  to sell a second  assisted  living  community,  which has been
reflected  as an asset  held for  sale.  Revenue  for the two  properties  was $
$1,986,000,  and  $1,122,000 in 2003 and 2002,  respectively.  The net loss from
operations for the two  properties  were $395,000 and $272,000 in 2003 and 2002,
respectively


Effect of Inflation
The  Company's  principal  sources  of revenue  are from  rents in a  retirement
community, an outlet shopping mall and its oil and gas operations. The operation
of the real  estate  entities  is  affected  by  rental  rates  that are  highly
dependent upon market  conditions and the  competitive  environment in the areas
where  the  properties  are  located.  Worldwide  consumption  patterns  seem to
preclude competition in the oil business in the foreseeable future. Compensation



                                       21
<PAGE>

to employees and  maintenance  are the principal  cost elements  relative to the
operations  of  the  entities.   Although  the  Company  has  not   historically
experienced  any adverse  effects of  inflation  on salaries or other  operating
expenses,  there can be no  assurance  that such trends  will  continue or that,
should  inflationary  pressures  arise,  the Company will be able to offset such
costs by increasing rental rates in its real estate properties. The price of oil
is dictated by market conditions and the Company could not arbitrarily  increase
the price of its oil.

Forward Looking Statements
"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995:  A number of the matters and subject  areas  discussed in this filing that
are not  historical or current facts deal with potential  future  circumstances,
operations  and  prospects.  The discussion of such matters and subject areas is
qualified  by  the  inherent   risks  and   uncertainties   surrounding   future
expectations generally, and also may materially differ from the Company's actual
future  experience  involving  any one or more of such matters and subject areas
relating to interest  rate  fluctuations,  ability to obtain  adequate  debt and
equity  financing,  demand,  pricing,  competition,   construction,   licensing,
permitting,  construction delays on new developments  contractual and licensure,
and other delays on the disposition,  transition,  or restructuring of currently
or previously owned, leased or managed  communities in the Company's  portfolio,
and the  ability of the  Company to  continue  managing  its costs and cash flow
while  maintaining  high occupancy rates and market rate assisted living charges
in its assisted living  communities.  The Company has attempted to identify,  in
context,  certain of the factors  that it  currently  believes  may cause actual
future experience and results to differ from The Company's current  expectations
regarding  the  relevant  matter or  subject  area.  These  and other  risks and
uncertainties  are detailed in the Company's  reports filed with the  Securities
and Exchange Commission ("SEC"),  including The Company's Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q.


ITEM 7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------------------------------------------------------------------


Nearly  all of the  Company's  debt is  financed  at fixed  rates  of  interest.
Therefore,  the Company has  minimal  risk from  exposure to changes in interest
rates.


ITEM 8.  FINANCIAL STATEMENTS
-----------------------------

The financial statements required by this Item begin at page F-1 of this report.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
                              FINANCIAL DISCLOSURE
                              --------------------

Effective February 9, 2004, the Audit Committee of the Board of Directors of the
Company engaged the Plano,  Texas accounting firm of Farmer,  Fuqua & Huff, P.C.
as the independent  accountants to audit the Company's financial  statements for
the fiscal year ended  December 31, 2003.  During the  Company's two most recent
fiscal years and any subsequent  interim  period,  the Company had not consulted
with Farmer,  Fuqua & Huff,  P.C. or any of its members about the application of
accounting  principles to any  specified  transaction  or any other matter.  The
decision to change  accountants was approved by the Audit Committee of the Board
of Directors of the Company.  Audit  Committee  members are Dan Locklear,  James
Huffstickler and Victor Lund.



                                       22
<PAGE>

The engagement, effective February 9, 2004, of Farmer, Fuqua & Huff, P.C. as the
new  independent  accountants  for  the  Company  necessarily  resulted  in  the
termination or dismissal of the principal accountant which audited the Company's
financial  statements  for the two fiscal years ended  December 31, 2002,  Grant
Thornton LLP.  Grant  Thornton  LLP's reports dated March 28, 2002 and March 18,
2003 did not contain any adverse opinion or disclaimer of opinion,  nor were the
qualified or modified as to uncertainty,  audit scope or accounting  principles.
During the Company's two most recent fiscal years and subsequent  interim period
through February 9, 2004,  there were no  disagreements  between the Company and
Grant Thornton LLP concerning any matter of accounting  principles or practices,
financial   statement   disclosure   or  auditing   scope  or  procedure   which
disagreements, if not resolved to Grant Thornton LLP's satisfaction,  would have
caused them to make  reference  to the  subject  matter of the  disagreement  in
connection with their report;  there were no reportable events described in Item
304(a)(1)(v) of Regulation S-K.


ITEM 9A.  CONTROLS AND PROCEDURES
---------------------------------

As required by Rule 13a-15(b), the Company's management, including the principal
executive  officer,  chief financial officer and principal  accounting  officer,
conducted an  evaluation  as of the end of the period  covered by this report of
the effectiveness of the Company's disclosure controls and procedures as defined
in Exchange Act Rule 13a-15(e).  Based on that  evaluation,  the chief executive
officer and the chief financial officer concluded that the Company's  disclosure
controls and  procedures  were  effective as of the end of the period covered by
this  report.  As  required  by  Rule  13(a)-15(d),  the  Company's  management,
including the chief executive  officer,  chief  financial  officer and principal
accounting  officer,  also  conducted an evaluation  of the  Company's  internal
controls over financial  reporting to determine  whether any changes occurred in
the fourth fiscal quarter that  materially  affected,  or are reasonably like to
materially  effect,  the Company's  internal  control over financial  reporting.
Based on that evaluation, there has been no such change during the fourth fiscal
quarter.

It should be noted  that any  system of  controls,  however  well  designed  and
operated,  can only  provide  reasonable  and not  absolute  assurance  that the
objectives  of the system  will be met. In  addition,  the design of any control
system is based in part on certain  assumptions  about the  likelihood of future
events.


ITEM 9B. OTHER INFORMATION
--------------------------

Not applicable.







                                       23
<PAGE>

                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------


Directors
The affairs of the Company are managed by the Board of Directors.  The directors
are elected at the Annual Meeting of  Stockholders or appointed by the incumbent
Board and  serve  until  the next  Annual  Meeting  of  Stockholders  or until a
successor has been elected or approved.

After  December  31,  2003  changes  occurred  involving  the  creation of Board
Committees, the adoption of Committee charters, the adoption of a Code of Ethics
for Senior  Financial  Officers  and the  adoption of  Guidelines  for  Director
Independence.  Also,  following the acquisition of two U.S.  entities in October
2004, and following the Annual Meeting of Stockholders held on October 20, 2004,
Ronald C. Finley, Chief Executive Officer of CableTEL AD was elected a director,
Chairman of the Board and Chief Executive Officer of the Company.

It is the Board's objective that a majority of the Board consists of independent
directors.  For a  director  to be  considered  "independent",  the  Board  must
determine  that the  director  does not have any  direct  or  indirect  material
relationship with the Company. The Board has established guidelines to assist it
in  determining  director  independence,  which conform to, or are more exacting
than, the  independence  requirements  in the American  Stock  Exchange  listing
rules.  The  independence  guidelines are set forth in the Company's  "Corporate
Governance  Guidelines".  The  text of this  document  has  been  posted  on the
Company's internet website at http://www.cabeltel.us,  and is available in print
to any  stockholder  who requests it. In addition to applying these  guidelines,
the Board  will  consider  all  relevant  facts and  circumstances  in making an
independent determination.

The  Company  has  adopted a code of  conduct  that  applies  to all  directors,
officers and employees,  including our principal  executive  officer,  principal
financial officer and principal  accounting  officer.  Stockholders may find our
Code of Conduct on our internet  website address at  http://www.cabeltel.us.  We
will post any amendments to the Code of Conduct, as well as any waivers that are
required to be disclosed by the rules of the SEC or the AMEX on our website.

Our Board of  Directors  has adopted  charters for our Audit,  Compensation  and
Governance and Nominating Committees of the Board of Directors. Stockholders may
find  these   documents  on  our  website  by  going  to  the  website   address
http://www.cabeltel.us.  Stockholders  may  also  obtain a  printed  copy of the
materials referred to by contacting us at the following address:

                       CabelTel International Corporation
                        (formerly Greenbriar Corporation)
                            Attn: Investor Relations
                        1755 Wittington Place, Suite 340
                               Dallas, Texas 75234
                            972-407-8400 (Telephone)



                                       24
<PAGE>

The Audit  Committee of the Board of Directors is an "audit  committee"  for the
purposes of Section 3(a) (58) of the Exchange Act. The members of that Committee
are Dan Locklear (Chairman), James Huffstickler and Victor Lund. Mr. Locklear, a
member of the Audit  Committee,  is qualified as an "audit  committee  financial
expert" within the meaning of SEC regulations, and the Board has determined that
he has the  accounting and related  financial  management  expertise  within the
meaning of the listing  standards  of the AMEX.  All of the members of the Audit
Committee  meet the  independence  and  experience  requirements  of the listing
standards of the AMEX.

All members of the Audit  Committee,  Compensation  Committee and the Governance
and Nominating  Committee must be  independent  directors.  Members of the Audit
Committee must also satisfy additional  independence  requirements which provide
(i) that they may not accept, directly or indirectly,  any consulting,  advisory
or compensatory fee from the Company or any of its subsidiaries other than their
director's  compensation  (other than in their capacity as a member of the Audit
Committee, the Board of Directors or any other Committee of the Board), and (ii)
no member of the Audit Committee may be an "affiliated person" of the Company or
any of its subsidiaries, as defined by the Securities and Exchange Commission.

The current directors of the Company are listed below, together with their ages,
terms of service,  all positions and offices with the Company,  their  principal
occupations,  business  experience and directorships with other companies during
the last five years or more. The designation "affiliated",  when used below with
respect to a director,  means that the director is an officer or employee of the
Company or one of its  subsidiaries.  The designation  "independent",  when used
below with respect to a director,  means that the director is neither an officer
of the  Company  or a  director,  officer or  employee  of a  subsidiary  of the
Company,  although  the  Company  may  have  certain  business  or  professional
relationships with the director as discussed in Item 13, "Certain  Relationships
and Related Transactions".

Roz Campisi Beadle, age 48, (Independent) Director since December 2003
Ms.  Beadle is Executive  Vice  President of Unified  Housing  Foundation  and a
licensed  realtor.  She has a background in public relations and marketing.  Ms.
Beadle is also extremely  active in various civic and community  services and is
currently working with the Congressional Medal of Honor Society and on the Medal
of Honor Host City Committee in Gainesville, Texas.

Gene S. Bertcher,  age 56 (Affiliated)  Director November 1989 to September 1996
and since June 1999
Mr.  Bertcher  was  elected  President  and Chief  Financial  Officer  effective
November  1,  2004.  From  January  3, 2003  until  that date he was also  Chief
Executive  Officer.  Mr.  Bertcher  has been  Executive  Vice  President,  Chief
Financial  Officer and Treasurer of the Company since November 1989. He has been
a certified public accountant since 1973.

Ronald C. Finley, age 55, (Affiliated) Director since November 1, 2004
Mr.  Finley  became a Director and Chairman and Chief  Executive  Officer of the
Company on November 1, 2004. He is also President and Chief Executive Officer of
CableTEL AD, the Company's  largest  subsidiary.  Mr. Finley is also Chairman or
Managing Partner with the following entities: Global Communication Technologies,
Inc., a company specializing in switch system integration, sales and maintenance
of switching systems; Global Communication Group, Inc., a company that maintains
a fiber  optic  network  that  provides a private  international  long  distance



                                       25
<PAGE>

service for the  hotel/resort  industry in Bulgaria;  World Trade Company,  LTD,
specializing in investment  privatization  opportunities in Bulgaria and Eastern
Europe; and The Pinnacle  Property,  Inc. and Ellis Development  Company,  Inc.,
which are vertically integrated, full-service real estate companies specializing
in the ownership,  management  and leasing of retail  shopping  centers  located
throughout  the  southwestern  United  States.  Mr.  Finley is a graduate of the
University of Shippensburg with a degree in business administration.

James E. Huffstickler, age 62, (Independent) Director since December 2003
Mr.  Huffstickler has been Chief Financial Officer of Sunchase America,  Ltd., a
multi-state  property management company,  for more than the past five years. He
is a graduate of the University of South  Carolina and was formerly  employed by
Southmark  Management,  Inc., a nationwide real estate management  company.  Mr.
Huffstickler has been a certified public accountant since 1976.

Dan Locklear, age 52 (Independent) Director since December 2003
Mr. Locklear has been chief financial  officer of Sunridge  Management  Group, a
real estate management company,  for more than the past five years. Mr. Locklear
was formerly  employed by Johnstown  Management  Company,  Inc. and Trammel Crow
Company.  Mr. Locklear has been a certified  public  accountant since 1981 and a
licensed real estate broker in the State of Texas since 1978.

Victor L. Lund, age 76 (Independent) Director since March 1996
Mr. Lund founded  Wedgwood  Retirement Inns, Inc. in 1977, which became a wholly
owned subsidiary of the Company in 1996. For most of Wedgwood's  existence,  Mr.
Lund was Chairman of the Board, President and Chief Executive Officer, positions
he held until  Wedgwood was acquired by the Company.  Mr. Lund is President  and
Chief  Executive  Officer of Wedgwood  Services,  Inc., a construction  services
company not affiliated with the Company.

Board Committees

The Board of  Directors  held two  meetings  during 2004 and acted by  unanimous
consent one time. For such year, no incumbent  director  attended fewer than 75%
of the  aggregate of (i) the total  number of meetings  held by the Board during
the period for which he or she had been a director, and (ii) the total number of
meetings  held by all  Committees  of the Board on which he or she served during
the period that he or she served.

The Board of Directors  has standing  Audit,  Compensation  and  Governance  and
Nominating Committees.  The Audit Committee was formed on December 12, 2003, and
its function is to review the Company's operating and accounting  procedures.  A
Charter  of the Audit  Committee  has been  adopted by the  Board.  The  current
members  of the Audit  Committee,  all of whom are  independent  within  the SEC
regulations,  the  listing  standards  of the AMEX and the  Company's  Corporate
Governance  Guidelines are Messrs.  Locklear (Chairman),  Huffstickler and Lund.
Mr. Dan Locklear is qualified as an Audit Committee  financial expert within the
meaning  of SEC  regulations,  and  the  Board  has  determined  that he has the
accounting and related financial  management expertise within the meaning of the
listing standards of the AMEX.

The  Governance  and  Nominating  Committee is  responsible  for  developing and
implementing  policies  and  practices  relating  to the  corporate  governance,
including  reviewing and monitoring  implementation  of the Company's  Corporate
Governance   Guidelines.   In  addition,  the  Committee  develops  and  reviews



                                       26
<PAGE>

background  information on candidates for the Board and makes recommendations to
the Board regarding such candidates.  The Committee also prepares and supervises
the Board's annual review of director  independence and the Board's  performance
and self-evaluation.  The Charter of the Governance and Nominating Committee was
adopted  on  October  20,  2004.  The  members  of  the  Committee  are  Messrs.
Huffstickler (Chairman) and Lund and Ms. Beadle.

The Board has also formed a  Compensation  Committee of the Board of  Directors,
adopted a Charter  for the  Compensation  Committee  on October  20,  2004,  and
selected Ms. Beadle (Chairman) and Messrs.  Huffstickler and Locklear as members
of such Committee.

The  members  of the  Board  of  Directors  at the date of this  Report  and the
Committees of the Board on which they serve are identified below:

----------------------- ---------------- ----------------- ---------------------
                                          Governance and
                             Audit          Nominating        Compensation
Director                   Committee        Committee          Committee
Roz Campisi Beadle                             |X|              Chairman
Gene S. Bertcher
Ronald C. Finley
James E. Huffstickler        |X|            Chairman               |X|
Dan Locklear              Chairman                                 |X|
Victor L. Lund               |X|               |X|
----------------------- ---------------- ----------------- ---------------------

During October 2004, the Board adopted its Corporate Governance Guidelines.  The
Guidelines adopted by the Board meet or exceed the new listing standards adopted
during the year by the AMEX. Pursuant to the Guidelines, the Board undertook its
annual  review of  director  independence,  and during  this  review,  the Board
considered transactions and relationships between each director or any member of
his or her immediate family and the Company and its subsidiaries and affiliates,
including those reported under Certain  Relationships  and Related  Transactions
below. The Board also examined  transactions and relationships between directors
or their  affiliates  and members of the  Company's  senior  management or their
affiliates.  As  provided in the  Guidelines,  the purpose of such review was to
determine whether such  relationships or transactions were inconsistent with the
determination that the director is independent.

Executive Officers
The  following  persons  currently  serve as executive  officers of the Company:
Ronald C. Finley,  Chairman of the Board and Chief  Executive  Officer,  Gene S.
Bertcher, President and Chief Financial Officer, and Oscar Smith, Vice President
and  Secretary.  Their  positions  with the Company are not subject to a vote of
stockholders.  Their ages,  terms of service and all  positions and offices with
the Company, other principal occupations,  business experience and directorships
with other  companies  during the last five years or more are listed below.  For
information relating to Messrs. Finley and Bertcher,  see the descriptions under
the caption "Directors" above.

Oscar Smith,  age 62,  Secretary  (since December 2001),  Vice President  (since
1994)
Mr. Smith has been  Secretary of the Company  since  December  2001. He has been
Vice  President of the Company since June 1994.  Prior to joining the Company he
owned and operated a multi-unit  retail and  manufacturing  business in Norfolk,
Virginia.



                                       27
<PAGE>

In addition to the foregoing officers, the Company has other officers not listed
herein who are not considered executive officers.

Code of Ethics
The Board of Directors has adopted a code of ethics  entitled  "Code of Business
Conduct and Ethics" that applies to all directors, officers and employees of the
Company and its  subsidiaries.  In  addition,  the Company has adopted a code of
ethics entitled "Code of Ethics for Senior  Financial  Officers" that applies to
the principal executive officer,  president,  principal financial officer, chief
financial  officer,  principal  accounting  officer and controller.  The text of
these  documents has been posted on the Company's  internet  website  address at
http://www.cabeltel.us  and  are  available  in  print  to any  stockholder  who
requests them.

Section 16(a).  Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3, 4 and 5 furnished to the Company pursuant
to Rule  16a-3(e)  promulgated  under the  Securities  Exchange Act of 1934 (the
"Exchange Act"), or upon written  representations  received by the Company,  the
Company is not aware of any failure by any director, officer or beneficial owner
of more than 10% of the Company's  common stock to file with the  Securities and
Exchange Commission on a timely basis.


ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------


The following tables set forth the compensation paid by the Company for services
rendered  during the fiscal years ended December 31, 2004,  2003 and 2002 to the
Chief Executive  Officer of the Company and to the other  executive  officers of
the Company whose total annual salary in 2004 exceeded  $100,000,  the number of
options  granted  to any of  such  persons  during  2004  and the  value  of the
unexercised options held by any of such persons on December 31, 2004.










                                       28
<PAGE>
<TABLE>
<CAPTION>

                           Summary Compensation Table

--------------------------------- --------- ---------------- ----------------- -------------------
                                                                 Long Term
                                                               Compensation-
                                                                 Number of
                                                                 Shares of
                                                               Common Stock
            Name and                             Annual         Underlying             All
           Principal                         Compensation-        Options             Other
            Position                Year         Salary                          Compensation(1)
--------------------------------- --------- ---------------- ----------------- -------------------
<S>                                 <C>         <C>             <C>                  <C>
Gene S. Bertcher,                   2004        $137,000
President, Chief Financial          2003         134,000            --               $ --
Officer and until 11/1/04,          2002          14,000            --                6,500
Chairman and Chief Executive                                                          6,500
Officer
Ronald C. Finley,                   2004
Chairman and Chief Executive
Officer since 11/1/04
</TABLE>

(1) Constitutes directors' fees paid by the Company to the named individuals.



                               Option Grants Table
                       (Option Grants in Last Fiscal Year)


                Number of          Percent of
               Securities        Total Options
               Underlying          Granted to        Exercise or
                 Options          Employees in        Base Price     Expiration
  Name           Granted          Fiscal Year         Per Share         Date
---------     -------------   -------------------   -------------   ------------
                                      NONE









                                       29
<PAGE>

                   Aggregated Option Exercises in Last Fiscal
                          Year and FY-End Option Values

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

                                                            Value of Unexercised
                                    Number of Securities        In-the-Money
                                   Underlying Unexercised     Options at 2002
            Shares                 Options at 2002 FY-End         FY-End
           Acquired      Value           Exercisable            Exercisable
 Name    on Exercise    Realized        Unexercisable          Unexercisable
------- -------------- ---------- ------------------------ ---------------------

                                      NONE

Stock Option Plan.
The Board of Directors  administers  the  Company's  1997 Stock Option Plan (the
"1997  Plan") and the 2000 Stock  Option Plan (the "2000  Plan"),  each of which
provides  for  grants  of  incentive  and  non-qualified  stock  options  to the
Company's executive  officers,  as well as its directors and other key employees
and consultants.  Under the two Plans, options are granted to provide incentives
to   participants   to  promote   long-term   performance  of  the  Company  and
specifically,  to retain and motivate senior management in achieving a sustained
increase  in  stockholder  value.  Currently,  none of the  Plans  has a pre-set
formula or criteria for  determining  the number of options that may be granted.
The  exercise  price for an option  granted is  determined  by the  Compensation
Committee,  in an amount not less than 100 percent of the fair  market  value of
the  Company's  common stock on the date of grant.  The  Compensation  Committee
reviews and evaluates the overall compensation package of the executive officers
and  determines  the awards based on the overall  performance of the Company and
the individual  performance of the executive officers. The Company's stock plans
total  50,000  shares of common  stock under the 1997 Plan and 50,000  shares of
common  stock  under the 2000 Plan.  Options  have been  granted  for all shares
reserved under the 1997 Plan and 10,000 shares for the 2000 Plan.

Compensation of Directors
The Company  pays each  non-employee  director a fee of $2,500 per year,  plus a
meeting  fee of  $2,000  for  each  board  meeting  attended.  Company  employee
directors  serve with no fees  being  paid.  CableTEL  AD pays each of its three
directors $6,200 per month.










                                       30
<PAGE>

Performance Graph
The following graph compares the cumulative total return on a $100 investment in
the company's common stock on December 31, 2000 through December 31, 2004, based
on the company's closing stock price on December 31 for each of those years. The
same  information  is provided  using the  Standard & Poor 500 index and the Dow
Jones Total Market Index.


                               [GRAPHIC OMITTED]









ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------


The following table sets forth as of March 31, 2005,  certain  information  with
respect to all stockholders  known by the company to own beneficially  more than
5% of the  outstanding  common  stock,  which is the only  outstanding  class of
securities of the company,  except for Series J 2% Preferred  Stock and Series B
Preferred Stock (the ownership of which is  immaterial),  as well as information
with respect to the Company's Common Stock owned  beneficially by each director,
director  nominee and current  executive  officers whose  compensation  from the
company in 2004 exceeded  $100,000,  and by all directors and executive officers
as a group.  Unless  otherwise  indicated,  each of these  stockholders has sole
voting and investment power with respect to the shares beneficially owned.

                                                       Common Stock
                                            ------------------------------------
Name of Beneficial Owner                      No. of Shares    Percent of Class*
------------------------------------------- ---------------- -------------------
Victor L. Lund(1)                                  108,994          11.16%
Gene S. Bertcher(2)                                 71,811           7.35%
Roz Campisi Beadle                                     100            **




                                       31
<PAGE>

                                                       Common Stock
                                            ------------------------------------
Name of Beneficial Owner                      No. of Shares    Percent of Class*
------------------------------------------- ---------------- -------------------
Ronald C. Finley(8)                                      -             -
James E. Huffstickler                                    -             -
Dan Locklear                                             -             -
JRG Investments, Inc.(3)(5)                        156,884          16.06%
TacCo Financial, Inc.(3)(4)(6)                     228,726          23.41%
International Health Products, Inc.(3)(7)            9,770           1.02%
All  executive  officers  and  directors
as a group (six persons)                           180,905          18.52%
-----------------------
*        Based on 977,004 shares of common stock outstanding at March 31, 2005.

**       less than 1%

(1)      Consists of 108,994 shares of common stock owned by Mr. Lund.

(2)      Consists of 71,811 shares of common stock owned by Mr. Bertcher.

(3)      Based on a Schedule 13D,  amended  December 14, 2004,  filed by each of
         these  entities and by Gene E. Phillips,  an individual,  each of these
         entities  owns of record the number of shares set forth for such entity
         in the table. The Form 13D indicates that these entities,  Mr. Phillips
         and  Basic  Capital  Management,  Inc.,  collectively,  may be deemed a
         "Person"  within the meaning of Section 13D of the Securities  Exchange
         Act of 1934.

(4)      Consists  of 228,726  shares of common  stock  (which  does not include
         156,884  shares  held by JRG  Investments,  Inc. or an option to 40,000
         shares of common stock at an exercise price of $2.60 per share).  TacCo
         Financial,  Inc.  also holds a Warrant to  purchase  170,000  shares at
         $3.58 per share exercisable only after stockholder approval to exchange
         the  Company's  Series J 2%  Preferred  Stock for common  stock  before
         October 1, 2005, and not exercisable if such approval does not occur.

(5)      Officers and Directors of JRG  Investment  Co., Inc.  ("JRG") are J. T.
         Tackett,  Director,   President  and  Treasurer  and  E.  Wayne  Starr,
         Director,  Chairman and CEO. JRG is a wholly owned  subsidiary of Tacco
         Financial, Inc.

(6)      Officers  and  Directors  of Tacco  Financial,  Inc.  ("TFI")  are J.T.
         Tackett, Director, Chairman and CEO; J.T. Tackett, Director,  President
         and Treasurer and Mary K. Willett, Vice president and Secretary.  TFI;s
         stock is owned by Electrical Networks, Inc. (75%) and Starr Investments
         (25%).

(7)      Officers and Directors of International Health Products,  Inc. ("IHPI")
         are Ken L.  Joines,  Director,  President  and  Treasurer;  Bradford A.
         Phillips,  Vice  President  and Jamie Cobb,  Secretary.  IHPI is wholly
         owned by a trust for the  benefit of the wife and  children  of Gene E.
         Phillips.

(8)      It is anticipated that approval will occur for the owners of the Series
         J 2% Preferred stock to exchange their  preferred  shares for shares of
         common  stock.  Mr.  Finley owns 14,175 shares of Series J 2% Preferred
         Stock which if, as  anticipated  by the Company,  exchanged  for Common
         Stock would be 3,954,825  shares,  or  approximately  40.5% of the then
         outstanding common stock.



On October 12, 2004, the Company entered into an Acquisition Agreement with four
individuals,  Ronald C. Finley, Jeffrey A. Finley, Bradford A. Phillips and Gene
E.  Phillips,  pursuant  to which  the  Company  acquired  in a  stock-for-stock
exchange   all  of  the  issued  and   outstanding   equity   interests  of  two
privately-held  U.S.  corporations,  Finley Equities,  Inc., a Texas corporation
("FEINC"),  and American Realty Management,  Inc., a Nevada corporation ("ARM"),
in exchange for the issuance of 31,500 shares of the Company's  newly-designated
Series J 2% Preferred Stock,  liquidation value $1,000 per share.  FEINC and ARM
each owned an  undivided  one-half of the equity  interest in Tacaruna  B.V.,  a
Netherlands  company,  which in turn directly owned 30% of CableTEL AD. Tacaruna
B.V. also owned 64% of the equity of Narisma  Holdings,  Ltd., a Cyprus company,



                                       32
<PAGE>

which in turn owns the balance of 70% of CableTEL AD. Prior to this transaction,
the Company  had no material  relationship  with  Ronald C.  Finley,  Jeffrey A.
Finley or  Bradford  A.  Phillips.  Bradford  A.  Phillips is the son of Gene E.
Phillips. Gene E. Phillips is an individual who has significant contact with and
influence  upon  matters  handled by Basic  Capital  Management,  Inc., a Nevada
corporation ("BCM"),  International Health Products,  Inc., a Nevada corporation
("IHPI"),  TacCo  Financial,   Inc.,  a  Nevada  corporation  ("TFI"),  and  its
wholly-owned subsidiary, JRG Investment Co., Inc., a Nevada corporation ("JRG").
Reference is made to the preceding  table for the common stock ownership of such
entities.

The consideration  given by the Company for the assets received was an aggregate
of 31,500 shares of the Company's  newly-designated Series J 2% Preferred Stock,
liquidation  value $1,000 per share.  Such Series J 2%  Preferred  Stock has the
right to receive  cumulative cash dividends of $20 per share per annum,  payable
quarterly, payment of $1,000 per share in the event of dissolution,  liquidation
or winding-up of the Company before any  distribution  is made by the Company to
its common  stockholders,  optional  redemption at any time after  September 30,
2006 at a price of $1,000 per share plus cumulative dividends,  no initial right
of  conversion  into any other  securities  of the  Company,  and voting  rights
consisting  of five votes per share voting  together  with all other  classes of
stock.  Subsequently,  on February 16, 2005,  Gene E. Phillips  contributed  all
12,600  shares of Series J 2% Preferred  Stock to CIC  Investment  LLC, a Nevada
limited liability company, of which Gene E. Phillips is the sole member. Also on
February 15, 2005,  Bradford A.  Phillips sold and  transferred  1,575 shares of
Series J 2% Preferred Stock to PS II Management  LLC, a Texas limited  liability
company, which is indirectly owned by a trust for the benefit of the children of
Bradford A.  Phillips.  Bradford A. Phillips  retained the other 1,575 shares of
Series J 2% Preferred Stock.

The Acquisition  Agreement contained customary  representations,  warranties and
covenants  by the  parties,  but  also  required  that  as  soon  as  reasonably
practicable  and in no event later than  September  30,  2005,  that the Company
present the transaction represented by the Acquisition Agreement,  together with
a proposed mandatory exchange of Series J 2% Preferred Stock for Common Stock to
its current  stockholders in accordance with the applicable  requirements of the
Securities and Exchange  Commission and the AMEX for a vote (or written  consent
by the requisite number) of stockholders to approve the transaction, including a
mandatory  exchange of all shares of Series J 2%  Preferred  Stock for shares of
the  Company's  Common Stock on the basis of 279 shares of Common Stock for each
share of Series J 2%  Preferred  Stock,  which would  result in an  aggregate of
8,788,500  shares of Common Stock being issued to the four  individuals or their
transferees,  which would then  constitute  at least 89% of the total issued and
outstanding  shares of Common Stock of the  Company,  all subject to the listing
requirements  with the AMEX.  If the  proposal  is  ultimately  approved  by the
requisite  number of votes of  stockholders,  it would  result in the  following
individuals  or  entities  owning  the  number of shares of Common  Stock of the
Company  set  forth  opposite  their  respective  names  below by  virtue of the
exchange of the shares of Series J 2% Preferred  Stock for Common Stock,  which,
based upon a new total number of shares of Common  Stock then to be  outstanding
of 9,765,504  shares,  would result in such  individuals or entities  owning the
then  percentage  of the total  outstanding  shares  of  Common  Stock set forth
opposite the number of shares in the following table:



                                       33
<PAGE>
<TABLE>
<CAPTION>

                                                                   Anticipated
                        No. of Shares of                        Percentage of Then
                          Series J 2%       Assumed Exchange    Outstanding Shares
                        Preferred Stock     of Common Stock      of Common Stock
Name of Stockholder         Owned         No. of Shares Owned    After Exchange
<S>                     <C>               <C>                   <C>
Jeffrey A. Finley           1,575                439,425              4.50%
Ronald C. Finley           14,175              3,954,825             40.50%
Bradford A. Phillips        1,575                439,425              4.50%
CIC Investment LLC         12,600              3,515,400             36.00%
PS II Management LLC        1,575                439,425              4.50%
</TABLE>

Assuming the proposal is ultimately approved by the requisite number of votes, a
change in control of the Company would occur. As a result of such exchange, Gene
E. Phillips,  the sole member of CIC  Investment  LLC,  would  beneficially  own
3,515,400  shares of  Common  Stock,  constituting  36% of the then  issued  and
outstanding  shares of Common Stock, and three  corporations,  TFI, JRG and IHPI
would also own in the aggregate  395,380  shares of Common Stock of the Company,
or  approximately  4.05% of the then  issued  and  outstanding  shares of Common
Stock. Also, Ronald C. Finley, Chairman of the Board and Chief Executive Officer
of the Company,  would  beneficially own 3,954,825 shares of Common Stock of the
Company,  or  approximately  40.5% of the then issued and outstanding  shares of
Common Stock.

If the proposal does not ultimately receive the approval of the requisite number
of  votes  of  stockholders  prior  to  September  30,  2005,  then at any  time
thereafter  until  September 30, 2006,  the holders of the shares of Series J 2%
Preferred Stock have the option exercisable by all of them to either:

         o        rescind  in full and  revoke  the  transaction  covered by the
                  Acquisition Agreement by returning all 31,500 shares of Series
                  J 2% Preferred  Stock to the  Company,  upon which the Company
                  shall be  obligated to deliver back to such holders all equity
                  securities of any entity owning all of the ordinary shares and
                  other securities of Tacaruna BV or CableTEL AD, or

         o        deliver  to the  Company  all  31,500  shares  of  Series J 2%
                  Preferred  Stock and receive in exchange  therefor  all of the
                  ordinary   shares  and  other   securities   of   Tacaruna  BV
                  outstanding  and owned by the Company  such that such  holders
                  will  become the  owners and  holders of all of the issued and
                  outstanding securities of Tacaruna BV, which in turn continues
                  to own shares of CableTEL  AD and shares of Narisma  Holdings,
                  Ltd.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
---------------------------------------------------------

In October 2004 the Company issued Series J 2% Preferred  Stock to acquire 74.8%
of CableTEL AD.  Certain of the holders of the Series J 2%  Preferred  Stock are
deemed  to be  related  parties  with  the  Company.  See  Item 12  above  for a
description of the Acquisition  Agreement and continuing  requirements  upon the
Company to submit certain matters to the stockholders for approval.



                                       34
<PAGE>

The Company, through subsidiaries, owns 30% of CableTEL AD directly and owns 64%
of Narisma  Holdings,  Ltd.,  a Cyprus  company that owns the  remaining  70% of
CableTEL  AD.  Collectively,  the Company has  effective  ownership  of 74.8% of
CableTEL  AD.  In  January  2005,  Envicon  Development  Corporation,  a company
indirectly owned by Gene E. Phillips,  acquired the 36% of Narisma Holdings Ltd.
which represents 25.2% of CableTEL AD.

It is the policy of the company  that all  transactions  between the Company and
any  officer  or  director,  or any of their  affiliates,  must be  approved  by
non-management  members of the board of  directors  of the  company.  All of the
transactions described above were so approved.



ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
------------------------------------------------


The following  table sets forth the  aggregate  fees for  professional  services
rendered to the Company for the years 2004 and 2003 by the  Company's  principal
accounting  firms,  Grant  Thornton LLP (January 2003 through  January 2004) and
Farmer, Fuqua & Huff, P.C. (February 9, 2004 through December 31, 2004):

                Type of Fees             2004 (a)          2003 (b)
                Audit Fees               $166,110          $ 94,259
                Audit Related Fees          4,701
                Tax Fees                    3,000            42,524
                All Other Fees               --                --

                      Total Fees         $173,811          $136,783


         (a) The am ount of audit fees paid to Farmer,  Fuqua & Huff,  P.C.  for
January 2004 throug h December  2004 was $30,000;  the amount of audit fees paid
to Grant Thornton LLP in 2004 was $4,701. The amount of tax fees paid to Farmer,
Fuqua & Huff, P.C. for January 2004 through December 2004 was $8,625; the amount
of tax fees paid to Grant  Thornton for January 2004 through  December  2004 was
$3,000.

         (b) The amount of audit  fees paid to Grant  Thornton  LLP for  January
2003 through December 2003 was $50,620.

All services rendered by the principal auditors are permissible under applicable
laws and regulations  and were  pre-approved by either of the Board of Directors
or the Audit Committee,  as required by law. The fees paid to principal auditors
for  services  described  in the above  table fall under the  categories  listed
below:

         Audit Fees. These are fees for professional  services  performed by the
         principal  auditor  for the  audit of the  Company's  annual  financial
         statements and review of financial statements included in the Company's
         Form 10-Q filings and services that are normally provided in connection
         with statutory and regulatory filings or engagements.

         Audit-Related  Fees.  These are fees for assurance and related services
         performed by the principal  auditor that are reasonably  related to the
         performance  of  the  audit  or  review  of  the  Company's   financial
         statements. These services include attestation by the principal auditor
         that are not  required  by  statute or  regulation  and  consulting  on
         financial accounting/reporting standards.



                                       35
<PAGE>

         Tax Fees.  These are fees for  professional  services  performed by the
         principal  auditor with respect to tax  compliance,  tax planning,  tax
         consultation, returns preparation and reviews of returns. The review of
         tax returns includes the Company and its consolidated subsidiaries.

         All Other Fees. These are fees for other  permissible work performed by
         the   principal   auditor  that  does  not  meet  the  above   category
         descriptions.

These  services  are  actively  monitored  (as to both  spending  level and work
content) by the Audit  Committee to maintain  the  appropriate  objectivity  and
independence  in the principal  auditor's  core work,  which is the audit of the
Company's consolidated financial statements.

Financial Information Systems Design and Implementation Fees

Farmer, Fuqua & Huff did not render any professional  services to the Company in
2004 with respect to financial information systems design and implementation.

Under  the  Sarbanes-Oxley  Act of 2002  (the "SO  Act"),  and the  rules of the
Securities and Exchange Commission (the "SEC"), the Audit Committee of the Board
of Directors is responsible for the  appointment,  compensation and oversight of
the work of the independent auditor. The purpose of the provisions of the SO Act
and the SEC rules for the Audit  Committee  role in  retaining  the  independent
auditor  is  two-fold.   First,  the  authority  and   responsibility   for  the
appointment, compensation and oversight of the auditors should be with directors
who are independent of management.  Second,  any non-audit work performed by the
auditors should be reviewed and approved by these same independent  directors to
ensure that any  non-audit  services  performed by the auditor do not impair the
independence of the independent  auditor.  To implement the provisions of the SO
Act, the SEC issued rules  specifying  the types of services that an independent
may not  provide  to its audit  client,  and  governing  the  Audit  Committee's
administration  of the engagement of the  independent  auditor.  As part of this
responsibility,  the Audit  Committee is required to  pre-approve  the audit and
non-audit services performed by the independent  auditor in order to assure that
they do not impair the auditor's independence.  Accordingly, the Audit Committee
has  adopted  a  pre-approval  policy  of  audit  and  non-audit  services  (the
"Policy"),  which sets forth the  procedures  and  conditions  pursuant to which
services to be  performed  by the  independent  auditor are to be  pre-approved.
Consistent  with  the  SEC  rules  establishing  two  different   approaches  to
pre-approving  non-prohibited services, the Policy of the Audit Committee covers
pre-approval   of  audit   services,   audit-related   services,   international
administration tax services,  non-U.S.  income tax compliance services,  pension
and benefit plan consulting and compliance services, and U.S. tax compliance and
planning.  At the  beginning  of each  fiscal  year,  the Audit  Committee  will
evaluate other known potential engagements of the independent auditor, including
the scope of work  proposed  to be  performed  and the  proposed  fees,  and the



                                       36
<PAGE>

approve or reject  each  service,  taking  into  account  whether  services  are
permissible  under  applicable  law and the  possible  impact of each  non-audit
service on the independent auditor's independence from management. Typically, in
addition to the generally  pre-approved  services,  other services would include
due  diligence  for an  acquisition  that may or may not have been  known at the
beginning of the year.  The Audit  Committee has also delegated to any member of
the Audit  Committee  designated by the Board or the financial  expert member of
the Audit Committee  responsibilities to pre-approve services to be performed by
the independent auditor not exceeding $25,000 in value or cost per engagement of
audit and non-audit services,  and such authority may only be exercised when the
Audit Committee is not in session.





















                                       37
<PAGE>

                                     PART IV


ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
----------------------------------------------------


         (a)      The following documents are filed as a part of this report:

               (1)  FINANCIAL STATEMENTS:  The following financial statements of
                    the  Registrant   and  the  Report  of  Independent   Public
                    Accountants  therein  are  filled as part of this  Report on
                    Form 10-K:

                    Report of Farmer, Fuqua & Huff, P.C......................F-1

                    Report of Grant Thornton LLP.............................F-2

                    Consolidated Balance Sheets..............................F-3

                    Consolidated Statement of Operations.....................F-5

                    Consolidated Statements of Cash Flows....................F-6

                    Consolidated Statement of Changes in
                    Stockholders' Equity.....................................F-8

                    Notes to Consolidated Financial Statements...............F-9

               (2)  FINANCIAL  STATEMENT  SCHEDULES:  Other financial  statement
                    schedules have been omitted because the information required
                    to be set forth therein is not applicable,  is immaterial or
                    is shown in the consolidated  financial  statements or notes
                    thereto.

               (3)  EXHIBITS

The following  documents are filed as exhibits (or are incorporated by reference
as indicated) into this Report:

Exhibit
Designation                            Exhibit Description

3.1               Articles of  Incorporation  of Medical  Resource  Companies of
                  America   (incorporated   by   reference  to  Exhibit  3.1  to
                  Registrant's  Form S-4  Registration  Statement No.  333-55968
                  dated December 21, 1992)

3.2               Amendment to the Articles of Incorporation of Medical Resource
                  Companies of America (incorporated by reference to Exhibit 3.5
                  to Registrant's Form 8-K dated April 1, 1993)

3.3               Restated  Articles of Incorporation of Greenbriar  Corporation
                  (incorporated  by reference to Exhibit  3.1.1 to  Registrant's
                  Form 10-K dated December 31, 1995)



                                       38
<PAGE>

Exhibit
Designation                            Exhibit Description

3.4               Amendment to the Articles of Incorporation of Medical Resource
                  Companies of America  (incorporated by reference to Exhibit to
                  Registrant's PRES 14-C dated February 27, 1996)

3.5               Bylaws of Registrant (incorporated by reference to Exhibit 3.2
                  to Registrant's Form S-4 Registration  Statement No. 333-55968
                  dated December 21, 1992)

3.6               Amendment  to  Section  3.1 of  Bylaws of  Registrant  adopted
                  October 9, 2003 (incorporated by reference to Exhibit 3.2.1 to
                  Registrant's  Form S-4  Registration  Statement No.  333-55968
                  dated December 21, 1992)

3.7               Certificate  of  Decrease  in  Authorized  and  Issued  Shares
                  effective  November  30, 2001  (incorporated  by  reference to
                  Exhibit  2.1.7 to  Registrant's  Form 10-K dated  December 31,
                  2002)

3.8               Certificate  of   Designations,   Preferences  and  Rights  of
                  Preferred  Stock dated May 7, 1993  relating  to  Registrant's
                  Series B Preferred Stock (incorporated by reference to Exhibit
                  4.1.2 to  Registrant's  Form S-3  Registration  Statement  No.
                  333-64840 dated June 22, 1993)

3.9               Certificate of Voting Powers,  Designations,  Preferences  and
                  Rights of Registrant's  Series F Senior Convertible  Preferred
                  Stock dated  December 31, 1997  (incorporated  by reference to
                  Exhibit 2.2.2 of Registrant's  Form 10-KSB for the fiscal year
                  ended December 31, 1997)

3.10              Certificate of Voting Powers,  Designations,  Preferences  and
                  Rights of Registrant's Series G Senior Non-Voting  Convertible
                  Preferred  Stock  dated  December  31, 1997  (incorporated  by
                  reference to Exhibit 2.2.3 of Registrant's Form 10-KSB for the
                  fiscal year ended December 31, 1997)

3.11              Certificate  of  Designations  dated October 12, 2004 as filed
                  with the  Secretary  of State of Nevada on  October  13,  2004
                  (incorporated  by  reference  to Exhibit  3.4 of  Registrant's
                  Current  Report on Form 8-K for event  occurring  October  12,
                  2004)

3.12              Certificate   of  Amendment   to  Articles  of   Incorporation
                  effective  February  8, 2005  (incorporated  by  reference  to
                  Exhibit  3.5 of  Registrant's  Current  Report on Form 8-K for
                  event occurring February 8, 2005)

10.1              Registrant's  1997 Stock  Option Plan (filed as Exhibit 4.1 to
                  Registrant's Form S-8 Registration Statement, Registration No.
                  333-33985 and incorporated herein by this reference).

10.2              Registrant's  2000 Stock  Option Plan (filed as Exhibit 4.1 to
                  Registrant's Form S-8 Registration Statement, Registration No.
                  333-50868 and incorporated herein by this reference)



                                       39
<PAGE>

Exhibit
Designation                            Exhibit Description

10.3              Form of Umbrella  Agreement  between  Greenbriar  Corporation,
                  James R. Gilley and Jon Harder, Sunwest Management, Inc. et al

10.4              Form of Acquisition Agreement between Greenbriar  Corporation,
                  Ronald  Finley,  Jeffery A. Finley,  Bradford A.  Phillips and
                  Gene E.  Phillips  dated  October  12, 2004  (incorporated  by
                  reference to Exhibit 10.1 of  Registrant's  Current  Report on
                  Form 8-K for event occurring October 12, 2004)

10.5              Warrant  to  Purchase  20,000  shares of Common  Stock  issued
                  October 20, 2004

10.6              Warrant to  Purchase  170,000  shares of Common  Stock  issued
                  October 20, 2004

14.0              Code of Ethics for Senior Financial Officers  (incorporated by
                  reference to Exhibit  14.0 to  Registrant's  Annual  Report on
                  Form 10-K for the fiscal year ended December 31, 2003)

21.0*             Subsidiaries of the Registrant

23.0*             Consent of Farmer, Fuqua & Hunt, P.C.

23.2*             Consent of Grant Thornton LLP

31.1*             Rule 13a-14(a) Certification by Chief Executive Officer

31.2*             Rule 13a-14(a) Certification by Chief Financial Officer

32.1*             Certification  of Chief Executive  Officer and Chief Financial
                  Officer pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

99.1*             Audited financial statements of CableTEL AD




*Filed herewith.




                                       40
<PAGE>

                                   SIGNATURES


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

                                       CABELTEL INTERNATIONAL CORPORATION


November 18, 2005             by: /s/ Gene S. Bertcher
                                 -----------------------------------------------
                                 Gene S. Bertcher, President and Chief Financial
                                 Officer
























                                       41
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Cabeltel International Corporation, formerly Greenbriar Corporation

We have  audited  the  accompanying  consolidated  balance  sheets  of  Cabeltel
International Corporation,  formerly Greenbriar Corporation, and subsidiaries as
of December 31,  2004,  and 2003,  and the related  consolidated  statements  of
income,  shareholders'  equity and cash flows for the years  then  ended.  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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated financial statements are free of material misstatement. The company
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audits include  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion of the  effectiveness  of the company's  internal  control
over  financial  reporting.  Accordingly,  we express no such opinion.  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 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  financial   position  of  Cabeltel
International Corporation,  formerly Greenbriar Corporation, and subsidiaries as
of December 31, 2004, and 2003, and the consolidated 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.

/s/ FARMER FUQUA & HUFF, P.C.

Plano, Texas
April 15, 2005




                                      F-1
<PAGE>

Report of Independent Registered Public Accounting Firm




Board of Directors and Stockholders
Cabeltel International Corporation

We have audited the accompanying consolidated statements of operations,  changes
in  stockholders'  equity and cash flows of Cabeltel  International  Corporation
(formerly  Greenbriar  Corporation) and subsidiaries for the year ended December
31, 2002. 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 audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated financial statements are free of material misstatement. The company
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audit includes  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion of the  effectiveness  of the company's  internal  control
over  financial  reporting.  Accordingly,  we express no such opinion.  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 financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated results of operations and the
consolidated cash flows of Cabeltel  International  Corporation and subsidiaries
for the year ended December 31, 2002, in conformity with  accounting  principles
generally accepted in the United States of America.

As discussed in Note O to the consolidated  financial statements,  on January 1,
2002, the Company  adopted the  provisions of Statement of Financial  Accounting
Standards  No. 144  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets."



GRANT THORNTON LLP

Dallas, Texas
March 28, 2003



                                      F-2
<PAGE>
<TABLE>
<CAPTION>

               CabelTel International Corporation and Subsidiaries

                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)

                                  December 31,



                                     ASSETS
                                                                    2004          2003
                                                                 ----------    ----------
<S>                                                              <C>           <C>
CURRENT ASSETS
    Cash and cash equivalents                                    $      762    $      688
    Accounts receivable - trade                                         222           100
    Notes receivable                                                    856         2,435
    Property held for sale                                            1,760         1,859
    Other current assets, net                                           103           198
                                                                 ----------    ----------

                        Total Current Assets                          3,703         5,280

NOTES RECEIVABLE, net of deferred income                                309           387

PROPERTY AND EQUIPTMENT, AT COST
    Land and improvements                                             2,232         2,446
    Buildings and improvements                                        6,987         7,276
    Equipment and furnishings                                           273           951
    Proven oil and gas properties (full cost method)                  1,479         1,361
                                                                 ----------    ----------
                                                                     10,971        12,034

    Less accumulated depreciation, depletion, and amortization       (1,090)       (1,280)
                                                                 ----------    ----------
                                                                      9,881        10,754

DEFERRED INCOME TAX BENEFIT                                           1,161         1,161

DUE FROM CABLETEL AD                                                    951

DEPOSITS                                                                 36           232

OTHER ASSETS, NET                                                       725           317
                                                                 ----------    ----------

Total Assets                                                     $   16,766    $   18,131
                                                                 ==========    ==========
</TABLE>






         The accompanying notes are an integral part of this statement.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

               CabelTel International Corporation and Subsidiaries

                     CONSOLIDATED BALANCE SHEETS - CONTINUED
                  (Amounts in thousands, except share amounts)

                                  December 31,



                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                 2004          2003
                                                              ----------    ----------
<S>                                                           <C>           <C>
CURRENT LIABILITIES
    Current maturities of long-term debt, including amounts
       to related parties of $901                             $    4,780    $    4,690
    Current notes payable                                            240         5,571
    Accounts payable - trade                                         687           503
    Accrued expenses                                                 828           633
    Other current liabilities                                       --             931
                                                              ----------    ----------

                     Total Current Liabilities                     6,535        12,328


LONG-TERM DEBT                                                     8,338         2,053

OTHER NON-CURRENT LIABILITIES                                        155          --

DEFERRED GAIN                                                       --             740

OTHER LONG-TERM LIABILITIES                                         --             456
                                                              ----------    ----------

                         Total Liabilities                        15,028        15,577

STOCKHOLDERS' EQUITY
    Preferred stock, Series B                                          1             1
    Preferred stock, Series J 2%                                   3,150          --
    Preferred stock, Series J contra equity                       (3,150)         --
    Common stock, $.01 par value; authorized, 4,000,000
       shares; issued and outstanding, 977,000 shares                 10            10
    Additional paid-in capital                                    55,966        55,966
    Accumulated deficit                                          (54,239)      (53,423)
                                                              ----------    ----------

                                                                   1,738         2,554
                                                              ----------    ----------

Total liabilities & equity                                        16,766        18,131
                                                              ==========    ==========
</TABLE>








         The accompanying notes are an integral part of this statement.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

               CabelTel International Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (Amounts in thousands, except per share amounts)

                                                                  Year ended December 31,
                                                             2004          2003          2002
                                                          ----------    ----------    ----------
<S>                                                       <C>           <C>           <C>
Revenue
    Real estate operations                                $    4,813    $    2,598    $    3,300
    Oil and gas operations                                     1,410           449          --
                                                          ----------    ----------    ----------
                                                               6,223         3,047         3,300
                                                          ----------    ----------    ----------
Operating expenses
    Real estate operations                                     2,925           996         1,366
    Oil and gas operations                                     1,003           400          --
    Lease expense                                                917           969         1,112
    Depreciation, depletion, and amortization                    570           160           300
    General and administrative                                 1,715         1,111         2,329
    Write-down of assets                                        --            --             266
                                                          ----------    ----------    ----------
                                                               7,130         3,636         5,373
                                                          ----------    ----------    ----------

                           Operating loss                       (907)         (589)       (2,073)

Other income (expense)
    Interest income                                              213           304           412
    Interest expense                                            (991)         (498)         (840)
    Gain on sale of assets, net                                1,456         1,058           930
    Other income (expense), net                                 (403)          342        (1,153)
                                                          ----------    ----------    ----------
                                                                 275         1,206          (651)
                                                          ----------    ----------    ----------

Earnings (loss) from continuing operations
    before income taxes                                         (632)          617        (2,724)

Income tax expense                                              --            --             749

             Earnings (loss) from continuing operations         (632)          617        (3,473)
                                                          ----------    ----------    ----------

Discontinued operations
    Loss from operations                                        (184)         (395)         (899)
    Loss on disposal, (including taxes of $440 in 2002)         --            --          (4,001)
                                                          ----------    ----------    ----------
       Loss from discontinued operations                        (184)         (395)       (4,900)
                                                          ----------    ----------    ----------

Net earnings (loss)                                             (816)          222        (8,373)
Preferred dividend requirement                                  --            --              (4)
                                                          ----------    ----------    ----------

Net earnings (loss) applicable to common shares           $     (816)   $      222    $   (8,377)
                                                          ==========    ==========    ==========

Earnings (loss) per share - basic
    Continuing operations                                 $    (0.65)   $     0.87    $    (4.84)
    Discontinued operations                                    (0.19)        (0.56)        (6.83)
                                                          ----------    ----------    ----------
                   Net earnings (loss) per share          $    (0.84)   $     0.31    $   (11.67)

Basic weighted average common shares                             977           706           718
</TABLE>


         The accompanying notes are an integral part of this statement.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

               CabelTel International Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)

                                                                Year ended December 31,
                                                            2004          2003          2002
                                                         ----------    ----------    ----------
<S>                                                      <C>           <C>           <C>
Cash flows from operating activities
   Net earnings (loss)                                   $     (816)   $      222    $   (8,373)
   Adjustments to reconcile net earnings (loss) to net
      Cash provided by (used in) operating activities
         Depreciation and amortization                          570           160           300
             Depreciation from assets classified as
               discontinued operations                         --             170            21
         (Gain) loss from affiliates                         (1,247)         (131)          612
         (Gain) loss on sale of properties                     (209)       (1,058)        3,561
         Write-down of impaired assets                          147          --             266
         Deferred income taxes                                 --            --           1,189
         Changes in operating assets and liabilities
             Accounts receivable - trade                       (122)          (45)          395
             Other current and non-current assets              (132)          174          (927)
             Accounts payable and other liabilities            (357)           22          (929)
                                                         ----------    ----------    ----------

                Net cash provided by (used in)
                     operating activities                    (2,166)         (486)       (3,885)

Cash flows from investing activities
   Purchase of property and equipment                          (845)       (1,225)         (285)
   Net repayment of notes receivable                          1,579           334          --
   Proceeds from sale of investments                           --            --           1,098
   Proceeds from sale of properties                            --             126         7,460
                                                         ----------    ----------    ----------

                Net cash provided by (used in)
                     investing activities                       734          (765)        8,273
                                                         ----------    ----------    ----------

Cash flows from financing activities
   Proceeds from common stock issuance                         --             792          --
   Proceeds from borrowings                                   6,500           500         1,730
   Payments on debt                                          (5,591)          (90)       (6,699)
   Distributions from equity partnerships'
      financing cash flow                                       507            85          --
   Dividends on preferred stock                                --            --              (4)
   Repurchase of common stock                                  --              (9)         --
   Net advances from affiliates                                  90          --            --
                                                         ----------    ----------    ----------

                Net cash provided by (used in)
                     financing activities                     1,506         1,278        (4,973)
                                                         ----------    ----------    ----------

               Net increase (decrease) in cash
                     and cash equivalents                        74            27          (585)
Cash and cash equivalents at beginning of year                  688           661         1,246
                                                         ----------    ----------    ----------

Cash and cash equivalents at end of year                 $      762    $      688    $      661


         The accompanying notes are an integral part of this statement.

                                      F-6
<PAGE>

               CabelTel International Corporation and Subsidiaries

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                             (Amounts in thousands)


Supplemental information on cash flows is as follows:

Interest paid                                               $      705   $      515   $    2,215
Income taxes paid                                                 --           --            129

Non-cash investing and financing activities:
   Notes received from sale of assets                             --           --          1,050
   Notes given in connection with purchase of property            --          5,905         --
   Common stock issued in connection with satisfaction
      of note to executive officer                                --            198         --
   Disposal of property to satisfy debt                            935         --           --
   Notes payable agreed by buyer upon sale of real estate          906         --           --
</TABLE>






























         The accompanying notes are an integral part of this statement.

                                      F-7
<PAGE>
<TABLE>
<CAPTION>

               CabelTel International Corporation and Subsidiaries

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                             (Amounts in thousands)
                                                                                Series J
                                          Series B            Series J        Preferred stock             Common
                                      Preferred stock     Preferred stock      Contra Equity              Stock
                                     -----------------   -----------------   ------------------    ------------------
                                     Shares     Amount    Shares    Amount    Shares     Amount     Shares     Amount
                                     -------   -------   -------   -------   -------    -------    -------    -------
<S>                                  <C>       <C>       <C>       <C>       <C>        <C>        <C>        <C>
Balance at January 1, 2002                 1         1      --        --        --         --          718          7

  Write--off of stock purchase
      notes receivable                  --        --        --        --        --         --          (30)      --
  Dividend on preferred stock           --        --        --        --        --         --         --         --
  Other                                 --        --        --        --        --         --         --         --
  Stock purchase notes receivable
    reclassified as a reduction of
    related party debt                  --        --        --        --        --         --         --         --
  Netloss                               --        --        --        --        --         --         --         --
                                     -------   -------   -------   -------   -------    -------    -------    -------
Balance at December 31, 2002               1         1      --        --        --         --          688          7

  Dividend on preferred stock           --        --        --        --        --         --         --         --
  Conversion of obligation to           --        --        --        --        --         --           23       --
    common stock
  Common stock acquired                 --        --        --        --        --         --           (5)      --
  Common stock issued                   --        --        --        --        --         --          271          3
  Net earnings                          --        --        --        --        --         --         --         --
                                     -------   -------   -------   -------   -------    -------    -------   -------
Balance at December 31, 2003               1         1      --        --        --         --          977         10
  Net loss
  Issuance of Series J
    preferred stock                     --        --          32     3,150       (32)    (3,150)      --         --
  Net loss                              --        --        --        --        --         --         --         --
                                     -------   -------   -------   -------   -------    -------    -------    -------
Balance at December 31, 2004               1         1        32     3,150       (32)    (3,150)       977         10
                                     =======   =======   =======   =======   =======    =======    =======    =======
                                                                Stock
                                     Additional    Accum-     Purchase
                                       paid in     ulated       Notes
                                       capital     deficit    Receivable     Total
                                     ----------    -------    ----------    -------
Balance at January 1, 2002               56,896    (45,268)       (2,367)     9,269

  Write--off of stock purchase
      notes receivable                   (1,908)      --           1,905         (3)
  Dividend on preferred stock              --           (4)         --           (4)
  Other                                    --         --              12         12
  Stock purchase notes receivable
    reclassified as a reduction of
    related party debt                     --         --             450        450
  Netloss                                  --       (8,373)         --       (8,373)
                                     ----------    -------    ----------    -------
Balance at December 31, 2002             54,988    (53,645)         --        1,351

  Dividend on preferred stock              --         --            --         --
  Conversion of obligation to              --         --            --         --
    common stock
  Common stock acquired                      (9)      --            --           (9)
  Common stock issued                       987       --            --          990
  Net earnings                             --          222          --          222
                                     ----------    -------    ----------    -------
Balance at December 31, 2003             55,966    (53,423)         --        2,554
  Net loss
  Issuance of Series J
    preferred stock                        --         --            --         --
  Net loss                                 --         (816)         --         (816)
                                     ----------    -------    ----------    -------
Balance at December 31, 2004             55,966    (54,239)         --        1,738
                                     ==========    =======    ==========    =======
</TABLE>

         The accompanying notes are an integral part of this statement.

                                      F-8
<PAGE>

               CabelTel International Corporation and Subsidiaries

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2004


NOTE A - BUSINESS DESCRIPTION AND PRESENTATION

    Name Change
    -----------

    On February 10, 2005,  Greenbriar  Corporation  changed its name to CabelTel
    International  Corporation  (which is  referred  throughout  this  report as
    "CIC").


    Acquisition of CableTEL AD
    --------------------------

    On October 12, 2004, CIC acquired,  for 31,500 shares of newly-designated 2%
    Series  J   Preferred   Stock,   74.8%   of   CableTEL   AD,   a   Bulgarian
    telecommunications  company. The terms of the acquisition  agreement require
    CIC to present a proposal  to its  stockholders  to  approve  the  mandatory
    exchange of all shares of Series J Preferred Stock into 8,788,500  shares of
    common stock which, if approved by stockholders,  would represent 90% of the
    resulting total issued and outstanding  shares of common stock in CIC. As of
    the date of this report the exchange has not occurred.

    The acquisition agreement, as amended, provides that the stockholders of CIC
    have until June 30, 2006 to approve the exchange of Series J Preferred Stock
    into CIC common stock.  If the exchange is not approved by June 30, 2006 the
    holders of the  Series J  Preferred  Stock  have the  option to rescind  the
    entire transaction. Until the acquisition is completed, CableTEL AD will not
    be included in CIC's  consolidated  financial  statements  and the financial
    statements  of CIC will  include a Series J Preferred  Stock  contra  equity
    account representing the Company's interest in CableTEL AD.

    If the stockholders of CIC approve the transaction it would effectively give
    the owners of the  CableTEL AD the  controlling  interest in CIC. Due to the
    effective change in control,  by virtue of the aforementioned  exchange into
    common stock, this transaction will be accounted for, upon the exchange,  as
    a "reverse  acquisition," with CableTEL AD being the accounting acquirer and
    with CIC accounted for as if it had been acquired on the exchange date.


    Nature of Operations

    As of December 31, 2004, the Company controls three  retirement  communities
    in three states. The Company operates two of the retirement communities with
    a capacity of 162 residents  and leases one community to a third party.  The
    Company  owns  an  outlet   shopping   mall  in   Gainesville,   Texas  with
    approximately  315,000 square feet of retail space  available for lease.  In
    addition the Company owns the leases for approximately 200 oil wells in East
    Texas.  These are low production wells with maximum  production limits of 20
    barrels  of oil per  day.  As of  March  31,  2005,  there  are 48  wells in
    operation.



                                      F-9
<PAGE>



NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

    Principles of Consolidation
    ---------------------------

    The  consolidated  financial  statements  include  the  accounts of CabelTel
    International Corporation and its majority-owned subsidiaries (collectively,
    the  "Company"  or  "CIC")  and are  prepared  on the  basis  of  accounting
    principles   generally  accepted  in  the  United  States  of  America.  All
    significant intercompany transactions and accounts have been eliminated.

    Depreciation
    ------------

    Depreciation  is provided  for in amounts  sufficient  to relate the cost of
    property and equipment to operations  over their  estimated  service  lives,
    ranging from 3 to 40 years.  Depreciation  is computed by the  straight-line
    method.

    Accounting for Leases
    ---------------------

    Leases  of  property,   plant  and  equipment   where  the  Company  assumes
    substantially  all the  benefits and risks of ownership  are  classified  as
    finance  leases.  Finance leases are  capitalized  at the estimated  present
    value of the  underlying  lease  payments.  Each lease  payment is allocated
    between the liability  and finance  charges so as to achieve a constant rate
    on the finance balance  outstanding.  The corresponding  rental obligations,
    net of finance  charges,  are  included  in other  long-term  payables.  The
    interest  element of the finance  charge is charged to the income  statement
    over the lease period.  The property,  plant and  equipment  acquired  under
    finance leasing contracts is depreciated over the useful life of the asset.

    Leases of assets  under which all the risks and  benefits of  ownership  are
    effectively  retained  by the lessor are  classified  as  operating  leases.
    Payments made under operating  leases are charged to the income statement on
    a straight-line  basis over the period of the lease. When an operating lease
    is terminated  before the lease period has expired,  any payment required to
    be made to the lessor by way of penalty is  recognized  as an expense in the
    period in which termination takes place.

    Revenue Recognition
    -------------------

    Crude oil and natural gas  revenues  are recorded at the time of delivery of
    such  products to pipelines  for the account of the purchaser or at the time
    of physical  transfer of such products to the  purchaser.  Revenues from the
    sale of crude oil and natural gas are recorded using the sales method. Under
    such method,  the Company  recognizes revenue from the sale of crude oil and
    natural  gas  production  from its leases,  based on the actual  volumes the
    Company sold during the period.

    Rental   income  for   commercial   property   leases  is  recognized  on  a
    straight-line  basis over the  respective  lease  terms.  Rental  income for
    residential  property  leases is  recorded  when due from  residents  and is
    recognized monthly as it is earned,  which is not materially  different than
    on a  straight-line  basis as lease terms are  generally  for periods of one
    year or less.




                                      F-10
<PAGE>

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    Use of Estimates
    ----------------

    In preparing financial  statements in conformity with accounting  principles
    generally  accepted in the United States of America,  management is required
    to make estimates and assumptions that affect the reported amounts of assets
    and liabilities  and the disclosure of contingent  assets and liabilities at
    the date of the financial  statements  and revenues and expenses  during the
    reporting period. Actual results could differ from those estimates.

    Cash Equivalents
    ----------------

    The Company considers all short-term  deposits and money market  investments
    with a maturity of less than three months to be cash equivalents.

    Other Intangible Assets
    -----------------------

    The cost of acquired  patents,  trademarks and licenses is  capitalized  and
    amortized  using the  straight-line  method  over their  useful  lives.  The
    carrying amount of each intangible  asset is reviewed  annually and adjusted
    for permanent  impairment  where it is considered  necessary.  Impairment of
    Notes Receivable

    Notes  receivable  are  identified  as  impaired  when it is  probable  that
    interest and principal  will not be collected  according to the  contractual
    terms of the note  agreements.  The accrual of interest is  discontinued  on
    such  notes,  and no income is  recognized  until  all past due  amounts  of
    principal  and  interest are  recovered in full.  No notes were deemed to be
    impaired at December 31, 2004 and 2003.

    Impairment of Long-Lived Assets
    -------------------------------

    The  Company  reviews  its  long-lived   assets  and  certain   identifiable
    intangibles for impairment when events or changes in circumstances  indicate
    that the carrying amount of the assets may not be recoverable.  In reviewing
    recoverability,  the Company  estimates  the future  cash flows  expected to
    result from use of the assets and  eventually  disposing of them. If the sum
    of the  expected  future  cash  flows  (undiscounted  and  without  interest
    charges) is less than the carrying  amount of the asset,  an impairment loss
    is recognized based on the asset's fair value.

    The  Company  determines  the fair  value of  assets to be  disposed  of and
    records the asset at the lower of fair value less disposal costs or carrying
    value. Assets are not depreciated while held for disposal.

    Stock Options
    -------------

    The Company has elected to follow  Accounting  Principles  Board Opinion No.
    25,  "Accounting  for Stock  Issued to  Employees"  (APB 25) in its  primary
    financial statements and has provided  supplemental  disclosures required by
    Statement of Financial Accounting Standards No. 123 (SFAS 123),  "Accounting
    for  Stock-Based  Compensation"  and by Statement  of  Financial  Accounting
    Standards No. 148, "Accounting for Stock-Based Compensation - Transition and
    Disclosure an Amendment of SFAS No. 123."

    Options were granted at market by Cabeltel International  Corporation during
    2003, are exercisable immediately, and expire 5 years from date of grant.



                                      F-11
<PAGE>
<TABLE>
<CAPTION>

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    Warrants were issued at market by Cabeltel International  Corporation during
    2004.  The  ability  to  exercise  such  warrants  is  contingent  upon  the
    conversion of the Series J Preferred  stock to common stock.  Because of the
    contingent  nature  as to the  timing  and the  ability  to  exercise  these
    warrants, no value has been ascribed to such warrants at December 31, 2004.

    SFAS 123 requires disclosure of pro forma net earnings (loss) and pro forma
    net earnings (loss) per share as if the fair value method had been applied
    in measuring compensation cost for stock-based awards.

    Reported and pro forma net earnings (loss) and net earnings (loss) per share
    amounts are set forth below (in thousands, except per share data):


                                                              2004        2003         2002
                                                           ---------    ---------    ---------
<S>                                                        <C>          <C>          <C>
    Net earnings (loss) allocable to common stockholders
         As reported                                       $    (816)   $     222    $  (8,377)
         Deduct:  total stock-based compensation under
             fair value based method for all awards              --           (43)        (464)

         Pro forma                                         $    (816)   $     179    $  (8,841)

    Net earnings (loss) per share
         As reported                                       $   (0.84)   $     0.31   $  (23.33)
         Pro forma                                         $   (0.84)   $     0.25   $  (24.63)
</TABLE>


    The fair value of these  options was  estimated  at the date of grant during
    2003  using  the  Black-Scholes  option  pricing  model  with the  following
    weighted-average  assumptions:  no  dividends;  expected  volatility  of  20
    percent;  risk-free  interest  rates of 4.24 percent;  and weighted  average
    expected lives of 5 years.

    Earnings (Loss) Per Common Share
    --------------------------------

    Basic  earnings  (loss) per common  share is based on the  weighted  average
    number of common shares  outstanding.  Diluted  earnings (loss) per share is
    computed based on the weighted  average number of common shares  outstanding
    plus the number of additional common shares that would have been outstanding
    if dilutive  potential common shares had been issued. In 2004, stock options
    for   approximately   140,000  shares  were  excluded  from  diluted  shares
    outstanding  because their effect was anti-dilutive.  In 2004,  warrants for
    approximately  190,000 shares were excluded from diluted shares  outstanding
    because their effect was anti-dilutive.

    Sales of Real Estate
    --------------------

    Gains on sales of real estate are recognized to the extent permitted by SFAS
    No. 66,  "Accounting  for Sales of Real Estate." Until the  requirements  of
    SFAS No. 66 have been met for full profit  recognition,  sales are accounted
    for by the installment or cost recovery method, whichever is appropriate.



                                      F-12
<PAGE>

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    Real Estate Held for Sale
    -------------------------

    SFAS No. 144 requires that properties held for sale be reported at the lower
    of carrying  amount or fair value less costs of sale.  If a  reduction  in a
    held for sale property's carrying amount to fair value less costs of sale is
    required,  a provision for loss is recognized by a charge against  earnings.
    Subsequent  revisions,  either  upward  or  downward,  to a  held  for  sale
    property's  estimated  fair  value  less  costs of sale are  recorded  as an
    adjustment  to the  property's  carrying  amount,  but not in  excess of the
    property's  carrying amount when  originally  classified as held for sale. A
    corresponding charge against or credit to earnings is recognized. Properties
    held for sale are not depreciated.

    New Accounting Pronouncements
    -----------------------------

    SFAS No. 151--In  November 2004, the Financial  Accounting  Standards  Board
    issued  Statement  of Financial  Accounting  Standards  No. 151,  "Inventory
    Costs, an Amendment of ARB No. 43, Chapter 4" ("SFAS No.151").  SFAS No. 151
    amends ARB 43, Chapter 4, to clarify that abnormal  amounts of idle facility
    expense,   freight,  handling  costs  and  wasted  materials  (spoilage)  be
    recognized as current period  charges.  It also requires that  allocation of
    fixed production overheads to the costs of conversion be based on the normal
    capacity  of the  production  facilities.  SFAS  No.  151 is  effective  for
    inventory  costs incurred during fiscal years beginning after June 15, 2005.
    The  adoption of SFAS No. 151 is not  expected to have a material  impact on
    the consolidated financial position or results of operations of CIC.

    SFAS No. 152--In  December 2004, the Financial  Accounting  Standards  Board
    issued Statement of Financial  Accounting Standards No. 152, "Accounting for
    Real Estate Time-Sharing Transactions" ("SFAS No. 152"). SFAS No. 152 amends
    FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the
    financial  accounting  and reporting  guidance for real estate  time-sharing
    transactions   that  is  provided  in  AICPA  Statement  of  Position  04-2,
    Accounting  for Real  Estate  Time-SharingTransactions  ("SOP  04-2").  This
    Statement  also  amends  FASB  Statement  No. 67,  Accounting  for Costs and
    Initial  Rental  Operations  of Real  Estate  Projects,  to  state  that the
    guidance for (a)  incidental  operations and (b) costs incurred to sell real
    estate projects does not apply to real estate time-sharing transactions. The
    accounting for those  operations and costs is subject to the guidance in SOP
    04-2.

    SFAS  No.  152 is  effective  for  financial  statements  for  fiscal  years
    beginning after June 15, 2005, and is to be reported as a cumulative  effect
    of a change in  accounting  principle.  The  adoption of SFAS No. 152 is not
    expected to have a material impact on the consolidated financial position or
    results of operations of CIC.

    SFAS No. 123--In  December 2004, the Financial  Accounting  Standards  Board
    issued  Statement of Financial  Accounting  Standards  No. 123,  Share-Based
    Payment,  revised ("SFAS No. 123R").  SFAS No. 123R addresses the accounting
    for share-based  payments to employees,  including  grants of employee stock
    options. Under the new standard, companies will no longer be able to account
    for  share-based  compensation  transactions  using the intrinsic  method in
    accordance  with  APB  Opinion  No.  25,  Accounting  for  Stock  Issued  to
    Employees.   Instead,  companies  will  be  required  to  account  for  such
    transactions  using a  fair-value  method and  recognize  the expense in the
    consolidated  statement  of  income.  SFAS No.  123R will be  effective  for
    periods  beginning  after June 15, 2005,  and allows,  but does not require,
    companies  to restate  the full fiscal year of 2005 to reflect the impact of
    expensing  share-based payments under SFAS No. 123R. The Company has not yet
    determined  which  fair-value  method  and  transitional  provision  it will
    follow.  The  adoption of SFAS No.  123R is not  expected to have a material
    impact on the  Company's  consolidated  financial  position  or  results  of
    operations.  See Stock-Based Employee  Compensation for the pro forma impact
    on net  income  and  net  income  per  share  from  calculating  stock-based
    compensation costs under the fair value alternative of SFAS No. 123.



                                      F-13
<PAGE>

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    SFAS No. 153--In  December 2004, the Financial  Accounting  Standards  Board
    issued Statement of Financial  Accounting  Standards No. 153,  "Exchanges of
    Non-monetary  Assets,  an Amendment of APB Opinion No. 29" ("SFAS No. 153").
    The   guidance  in  APB  Opinion  No.  29,   Accounting   for   Non-monetary
    Transactions,  is based on the  principle  that  exchanges  of  non-monetary
    assets should be measured  based on the fair value of the assets  exchanged.
    The guidance in APB Opinion No. 29, however,  included certain exceptions to
    that  principle.  SFAS No. 153 amends APB  Opinion No. 29 to  eliminate  the
    exception  for  non-monetary  exchanges  of  similar  productive  assets and
    replaces it with a general  exception for exchanges of  non-monetary  assets
    that  do  not  have  commercial  substance.   A  non-monetary  exchange  has
    commercial  substance if the future cash flows of the entity are expected to
    change significantly as a result of the exchange.  SFAS No. 153 is effective
    for non-monetary  asset exchanges in fiscal periods beginning after June 15,
    2005. The adoption of SFAS No. 153 is not expected to have a material impact
    on the consolidated financial position or results of operations of CIC.


NOTE C - NOTES RECEIVABLE

    As a result of the sale of two  assisted  living  communities  in 2001,  the
    Company  holds  two  tax-exempt  notes  for a total of  $4,030,000,  bearing
    interest at 9.5%. The notes mature on April 1, 2032 and August 1, 2031.

    The repayment of the notes and interest  thereon is limited to the cash flow
    of the respective  properties  either from operations,  refinancing or sale.
    The Company has deferred gains in the amount of $3,721,000 as well as unpaid
    interest, which will be recognized as cash is received.


NOTE  D - FAIR VALUE OF FINANCIAL INSTRUMENTS

    The following  methods and assumptions  were used to estimate the fair value
    of each  class of  financial  instruments  for  which it is  practicable  to
    estimate values at December 31, 2004 and 2003:

    Cash and cash  equivalents  - The carrying  amount  approximates  fair value
    because of the short maturity of these instruments.

    Long-term debt - The fair value of the Company's long-term debt is estimated
    based on market rates for the same or similar issues.  The carrying value of
    long-term debt approximates its fair value.

    Notes  receivable--  The fair value of the note receivable from an affiliate
    partnership  is  estimated  to  approximate  fair  value  based on its short
    maturity. It is not practical to estimate the fair value of notes receivable
    from sale of  properties  because no quoted  market  exists and there are no
    comparable debt instruments to provide a basis for valuation.



                                      F-14
<PAGE>

NOTE E - NOTES PAYABLE

    LONG TERM DEBT

    Long-term debt is comprised of the following (in thousands):

                                                                December 31,
                                                              2004        2003
    Notes payable to financial institutions maturing
    through 2018; fixed and variable interest rates
    ranging from 5.75% to 11% collateralized by real
    property, fixtures, equipment and the assignment
    of rents                                                   7,627       2,109

    Notes payable to individuals and companies
    maturing through 2023; variable and fixed
    interest rates ranging from 10% to 18%;
    collateralized by real property, personal property,
    fixtures, equipment and the assignment of rents
                                                               4,590       4,106

    Notes payable to related parties bearing interest
    at rates ranging From 15% to 18%                             901         528
                                                              13,118       6,743
                                                           ---------------------
             Less current maturities                           4,780       4,690
                                                           =====================
                                                               8,338       2,053
                                                           =====================

    Aggregate annual principal maturities of long-term debt at December 31, 2004
    are as follows (in thousands):

    2005                                                                   4,780
    2006                                                                   1,118
    2007                                                                     250
    2008                                                                     273
    2009                                                                   6,085
    Thereafter                                                               612
                                                                      ----------

                                                                      $   13,118
                                                                      ==========





                                      F-15
<PAGE>

NOTE F - OPERATING LEASES

    The Company leases an assisted living  community under an operating lease in
    which the basic term expires December 31, 2011, and has operating leases for
    equipment and office space.  The leases  generally  provide that the Company
    pay property taxes, insurance and maintenance.

    Future  minimum  payments  following  December 31, 2004,  are as follows (in
    thousands):

    2005                                                              $      898
    2006                                                                     898
    2007                                                                     914
    2008                                                                     853
    2008                                                                     870
    Thereafter                                                             2,717
                                                                      ----------

                                                                      $    7,150
                                                                      ==========

    Lease  expense  in  2004,  2003  and  2002  was  $917,   $969,  and  $1,112,
    respectively.



NOTE G - AFFILIATED PARTNERSHIP

    In October 2001,  the Company  became a 56% limited  partner in  Corinthians
    Real Estate  Investors,  LP ("CREI"),  a  partnership  formed to acquire two
    properties.  In October  2001,  CREI  acquired a  retirement  community  for
    approximately $9,100,000 and in January 2002, it acquired an assisted living
    community for approximately $2,800,000.

    The  Company  issued a  $1,600,000  note to the  seller  in 2001 as  partial
    payment for the purchase of the retirement community.  CREI gave the Company
    a  $1,600,000  note in  consideration  for  payment  of that  amount  of the
    purchase  price.  The notes bear interest at 8.75% and were due December 30,
    2003.  The balance of the purchase  price was funded by  borrowings  of CREI
    from a third party in the amount of $7,840,000,  which was guaranteed by the
    Company.

    The Company  accounted for its investment in CREI by the equity method.  The
    Company  recorded income of $131,733 in 2003 and a loss of $692,338 in 2002.
    These  amounts  are  included  in  other  income   (expense),   net  in  the
    accompanying financial statements.

    In January 2002 the Company  became a 56% limited  partner in a partnership,
    Muskogee Real Estate  Investors  (MREI),  which acquired two assisted living
    communities  in Muskogee,  OK,  including  one  community  acquired from the
    Company.  In September 2002 MREI leased the two communities to a third party
    for three years.  The lessee has  committed  to purchase the two  properties
    during  the  three-year  period  for  $6,000,000.  The  current  debt on the
    property is approximately $4,000,000.

    The  Company had a note to Sylvia M.  Gilley,  wife of the former CEO of the
    Company,  for $3,375,000.  In November 2002, the Company transferred its 56%
    interest in MREI to Mrs. Gilley in exchange for a reduction of $1,120,000 on
    the debt and a one-year  extension on the due date of the Company's  note to
    Mrs. Gilley. The Company recognized a gain of $929,956 on the transaction.

    The Company  accounted for its  investment in MREI using the equity  method.
    The Company recorded income of $80,215 during 2002.



                                      F-16
<PAGE>
<TABLE>
<CAPTION>

NOTE G - AFFILIATED PARTNERSHIP - Continued

    In September  2002, CREI sold its two properties for cash and notes and paid
    off its third party debt. As part of the proceeds,  CREI received a note for
    $1,600,000,  which was  transferred  to the Company in  satisfaction  of its
    $1,600,000 note receivable from CREI.

    The  Company  transferred  the  $1,600,000  note it  received in 2002 to the
    original  owner of the  retirement  community  in payment  of the  Company's
    $1,600,000 debt. The Company guaranteed payment of the $1,600,000 note.

    CREI recognized a gain on sale in the amount of $1,322,000.  The Company has
    deferred  recognition  of its  $740,000  share  of the gain  because  of the
    aforementioned  guaranty.  CREI has  deferred  a gain on sale in the  amount
    $994,000 that will be recognized on the installment method.

    The Company  also entered into an agreement in October 2002 wherein it would
    be allowed to  participate  in the  acquisition  of twelve  communities  and
    receive a 50% partnership interest. The Company agreed to pay

    $660,000,  payable at $55,000 per month, from October 2002 through September
    2003 to pay for due diligence required by these acquisitions.  The Company's
    $660,000 obligation was accrued and charged to expense in 2002.

    In 2004, the purchaser of the CREI paid off the remaining  notes,  including
    the  $1,600,000  note  guaranteed by the Company.  The Company  realized its
    deferred gain of $740,000 as well as $492,000, representing its 56% share of
    the proceeds  received by CREI on its  outstanding  note net of  partnership
    expenses.

NOTE H -  EARNINGS PER SHARE

    The  following  table sets  forth the  computations  of pro forma  basic and
    diluted earnings per share from continuing operations (in thousands,  except
    per share data):

                                                             Year ended December 31,
                                                         -------------------------------
                                                           2004        2003       2002
                                                         --------    --------   --------
<S>                                                      <C>         <C>        <C>
Numerator:
   Net income (loss) from continuing operations          $   (632)   $    617   $ (3,473)

Denominator:
   Shares used in basic earnings per share calculation        977         706        718

Effect of diluted securities:
   Employee stock options                                    --            80       --
   Warrants                                                  --          --         --

   Shares used in diluted earnings per share
     calculations                                             977       1,057        718

Pro forma basic earnings per share                       $  (0.65)   $   0.87   $   4.84

Pro forma diluted earnings per share                     $  (0.65)   $   0.54   $   4.84

</TABLE>



                                      F-17
<PAGE>

NOTE I  - INCOME TAXES

    At December 31, 2004,  the Company had net operating  loss carry forwards of
    approximately  $23,000,000,  which expire  between  2004 and 2022.  However,
    approximately  $7,900,000 of these net  operating  loss  carryforwards  have
    limitations that restrict  utilization to  approximately  $1,530,000 for any
    one year.

    The  following  is a summary  of the  components  of income  tax  expense of
    continuing operations (in thousands):

                                                            Year ended
                                                           December 31,
                                                    2004       2003       2002
                                                  ------------------------------
    Current - state                               $   --     $    --    $    --
    Deferred - federal                                --          --         749
                                                  ------------------------------

                                                      --          --         749
                                                  ------------------------------

    Deferred tax assets and  liabilities  were  comprised of the  following  (in
    thousands):

                                                                Year ended
                                                               December 31,
                                                            2004         2003
                                                         ----------------------
     Deferred tax assets:
          Net operating loss carryforwards               $   7,869    $   7,163
          Notes receivable                                    --            680
          Alternative minimum tax carryforwards                324          235
          Accounts receivable                                 --           --
          Accrued expenses                                    --          2,241
          Financing obligations                               --           --
          Other                                                386          583

          Total deferred tax assets                          8,579       10,902

     Deferred tax liabilities - property and equipment        --         (3,198)
     Valuation allowance                                    (7,418)      (6,543)

          Net deferred tax asset                         $   1,161    $   1,161

    Following  is  a  reconciliation  of  income  tax  expense  attributable  to
    continuing  operations  with  the  amount  of tax  computed  at the  federal
    statutory rate of 34% (in thousands):

                                                            Year ended
                                                           December 31,
                                                    2004       2003       2002
                                                  -----------------------------
Tax expense (benefit) at the statutory rate       $  (216)   $    75    $(1,019)
State taxes net of federal benefit                   --         --         --
Change in deferred tax asset valuation allowance,
     attributable to continuing operations            216        (75)     1,768
Other                                                --         --         --

                                                  -----------------------------
Tax expense                                       $  --      $  --          749
                                                  -----------------------------



                                      F-18
<PAGE>

NOTE I - INCOME TAXES - Continued

    Changes in the deferred tax valuation allowance result from assessments made
    by the Company each year of its expected future taxable income  available to
    absorb its  carryforwards.  The Company believes that it is more likely than
    not that the net deferred tax asset at December 31, 2004, of $1,161,000 will
    be  realized.  However,  this  evaluation  is  inherently  subjective  as it
    requires  estimates that are  susceptible  to  significant  revision as more
    information becomes available.  Accordingly, the ultimate realization of the
    net deferred tax asset could be less than the carrying amount.

NOTE J - STOCKHOLDERS' EQUITY

    Outstanding Preferred Stock

    Preferred stock consists of the following (amounts in thousands):

                                                                    Year ended
                                                                   December 31,
                                                                  2004     2003
                                                                 ---------------

   Series B cumulative convertible preferred stock,
     $.10 par value; liquidation value of $100; authorized,
     100 shares; issued and outstanding, 1 share                 $    1   $    1
                                                                 ===============

   Series J cumulative non-convertible preferred stock,
     $.10 par value; liquidation value of $1,000; authorized,
     31,500 shares; issued and outstanding 31,500 shares         $3,150   $ --
                                                                 ===============

    The Series B preferred  stock has a liquidation  value of $100 per share and
    is convertible into common stock over a ten-year period at prices escalating
    from  $500 per  share in 1993 to  $1,111  per  share by 2002.  The  right to
    convert  expired  April 30,  2003.  Dividends at a rate of 6% are payable in
    cash or preferred shares at the option of the Company.

    The Series J stock is  non-convertible,  however,  the Company has agreed to
    hold a shareholder  vote to allow the Series J shareholders  to covert their
    31,500 shares of preferred  into  8,788,000  shares of the Company's  common
    stock

    Stock Options

    In 1997,  the  Company  established  a long-term  incentive  plan (the "1997
    Plan")  for the  benefit  of  certain  key  employees.  Options  granted  to
    employees under the 1997 Plan become exercisable over a period as determined
    by the Company and may be  exercised up to a maximum of 5 years from date of
    grant.  The 1997 Plan allowed up to 50,000  shares of the  Company's  common
    stock to be reserved for  issuance.  In 2000,  the Company  adopted the 2000
    Stock Option Plan,  under which up to 50,000 shares of the Company's  common
    stock are reserved for issuance.

    The  Company  granted  options to two  officers  during 1996  through  2001,
    aggregating  80,000  shares not covered by either plan.  These  options were
    granted at market,  were  exercisable  immediately  and expire 10 years from
    date of grant.




                                      F-19
<PAGE>

NOTE J - STOCKHOLDERS' EQUITY - Continued

    Information with respect to stock option activity is as follows:

                                                                        Weighted
                                                                         Average
                                                                        exercise
                                                             Shares       price
                                                            --------    --------

    Outstanding at January 1, 2002                           160,850    $  81.28

       Expired                                                (5,050)     182.58
                                                            --------    --------

    Outstanding at December 31, 2002                         155,800       78.00

       Granted                                                60,000        2.60
       Cancelled, rescinded or annulled                      (70,800)     109.27
       Expired                                                (3,000)     112.50

    Outstanding at December 31, 2003 and 2004                142,000    $  30.27
                                                            ========    ========

    Options exercisable at December 31, 2002                 155,800    $  78.00
                                                            ========    ========

    Options exercisable at December 31, 2003 and 2004        142,000    $  30.27
                                                            ========    ========

    Weighted  average  fair value per share of options  granted  during 2003 and
    2001 was $0.71 and $7.60, respectively.

    Additional information about stock options outstanding at December 31, 2004,
    is summarized as follows:


                                             Options outstanding and exercisable
                                            ------------------------------------
                                             Weighted average
                                   Number       remaining       Weighted average
    Range of exercise prices   outstanding   contractual life    exercise price
    ------------------------   -----------  ------------------  ----------------

    $2.60                           60,000         4.0              $   2.60
    $3.75 to $6.90                  60,000         6.0                  5.68
    $100.00 to $150.39               2,000         1.0                150.39
    $175.00                         20,000         3.0                175.00



                                      F-20
<PAGE>
<TABLE>
<CAPTION>

NOTE K - OTHER INCOME (EXPENSE)

    Other income (expenses) consists of the following: (amounts in thousands)

                                                              Year ended December 31,
                                                           2004        2003        2002
                                                         --------    --------    --------
<S>                                                      <C>         <C>         <C>
    Equity in earnings of CREI                               --           131        (692)
    Property acquisition due diligence expense               --          --          (660)
    Write off start up costs in projects not completed       (167)       --          --
      Accrued tenant revenue                                 --           121
    Other                                                    (236)         90         199
                                                         --------    --------    --------

                                                         $   (403)   $    342    $ (1,153)
                                                         ========    ========    ========
</TABLE>


NOTE L - DISCONTINUED OPERATIONS AND SALES OF REAL ESTATE

    In October  2001,  the  Financial  Accounting  Standards  Board (the "FASB")
    issued  Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  144,
    "Accounting  for the Impairment or Disposal of Long-Lived  Assets." SFAS No.
    144  supersedes  FASB  SFAS  No.  121,  "Accounting  for the  Impairment  of
    Long-Lived  Assets  and for  Long-Lived  Assets to be  Disposed  Of" and the
    accounting and reporting provisions for disposals of a segment of a business
    as   addressed   in  APB   Opinion  No.  30,   "Reporting   the  Results  of
    Operations-Reporting the Effects of Disposal of a Segment of a Business, and
    Extraordinary,  Unusual and Infrequently Occurring Events and Transactions".
    SFAS No. 144 establishes a single  accounting model for long-lived assets to
    be disposed of by sale and addresses various  implementation  issues of SFAS
    No. 121. In addition,  SFAS No. 144 extends the  reporting  requirements  of
    discontinued  operations to include  components of an entity that has either
    been disposed of or is classified as held for sale. The Company adopted SFAS
    No. 144 as of January 1, 2002.

    During  2004,  the  Company  disposed of an assisted  living  community  and
    entered into a contract to sell a second  assisted living  community,  which
    has been reflected as an asset held for sale. Revenue for the two properties
    was  $841,000,   $1,986,000   and   $1,122,000  in  2004,   2003  and  2002,
    respectively.  The net loss for the two properties was $, $184,000, $395,000
    and $272,000 in 2004, 2003 and 2002, respectively.

    During 2002, the Company  disposed of six properties.  The net loss from the
    operations of these  properties  was $627,000 and the loss incurred from the
    sale of these properties was $4,001,000 (including income tax of $440,000).



NOTE M - SEGMENT REPORTING

    The Company and its subsidiaries are principally  engaged in the business of
    acquiring,  enhancing  and selling real estate  properties.  From 1996 until
    2003  those  activities   almost   exclusively   involved   assisted  living
    facilities. Effective August 1, 2003, the Company acquired 100% of the stock
    in Gaywood Oil & Gas, LLC ("Gaywood"), a limited liability company that owns
    working interests in certain  oil-producing  wells. The acquisition was done
    for investment  purposes and substantially all costs associated with the oil
    and gas operations are operating expenses incurred directly by Gaywood.  The
    Company continues to allocate all of its corporate  overhead expenses to its
    core real estate operation.



                                      F-21
<PAGE>
<TABLE>
<CAPTION>

NOTE M - SEGMENT REPORTING - Continued

    Segment  information and reconciliation to income (loss) from operations are
    as follows:

    Twelve months ended December 31, 2004 (amounts in thousands)

                                               Real Estate     Oil & Gas
                                               Operations     Operations   Consolidated
                                               ----------------------------------------
<S>                                            <C>            <C>          <C>
    Revenue                                    $     4,813    $    1,410   $      6,223
    Depletion, depreciation and amortization           462           108            570
    Net income (loss)                               (1,115)          299           (816)
    Total assets                                    15,150         1,616         16,766
</TABLE>

NOTE N - CONTINGENCIES

    Cable Partners Bulgaria LLC vs. Greenbriar Corporation and Ronald C. Finley
    ---------------------------------------------------------------------------

    On January 24,  2005,  a lawsuit was filed in the  District  Court of Dallas
    County,  Texas by Cable  Partners  Bulgaria  LLC ("CPB") a Colorado  limited
    liability company,  against the Company.  The lawsuit states that on October
    12, 2004, CPB entered into a letter  agreement with the owners of Eurocom to
    acquire  the assets of  Eurocom,  a cable  operator  in the city of Plovdiv,
    Bulgaria.  The lawsuit further  indicates that the October 12, 2004,  letter
    outlines a time line for the completion of due diligence by CPB. The lawsuit
    states  that  in  November   2004,  a   conversation   occurred   between  a
    representative  of CPB and  Ronald  Finley,  CEO of both  CIC and  CableTEL,
    during  which  time  such  representative  told Mr.  Finley  that CPB had an
    agreement to purchase Eurocom.

    The lawsuit alleges that CIC intentionally and improperly caused the sellers
    of Eurocom to enter into  discussions  with CableTEL which ultimately led to
    CableTEL  entering  into a  separate  and  competing  contract  to  purchase
    Eurocom.  CPB alleges that the Company's  interference was improper and that
    CPB has been  damaged  in the  amount of at least  $5,387,400.  The  lawsuit
    further  alleges  that CPB's  letter  agreement  provided  for a  three-year
    management  agreement  with the  sellers of Eurocom and that CPB was further
    damaged by the loss of the experience, expertise and contacts of the sellers
    of  Eurocom  in an  amount to be  determined  at trial.  CPE  further  seeks
    exemplary damages of an unspecified amount.

    The Company believes the lawsuit is totally without merit. CableTEL had been
    holding  discussions,  conducting  due diligence and had agreements in place
    with  the  owners  of  Eurocom  well  before  either  the  alleged  November
    conversation  or the October 12,  2004,  letter.  In  addition,  the Company
    believes the lawsuit  misstates  certain key facts,  which could prove to be
    critical in CPB's ability to prevail in this matter.

    Other
    -----

    The Company has been named as a defendant in other  lawsuits in the ordinary
    course of business.  Management  is of the opinion that these  lawsuits will
    not have a material effect on the financial condition, results of operations
    or cash flows of the Company.



                                      F-22
<PAGE>
<TABLE>
<CAPTION>

NOTE O - QUARTERLY DATA (UNAUDITED)

    The table below reflects the Company's  selected  quarterly  information for
    the years ended  December  31, 2003 and 2002.  Certain 2003 and 2002 amounts
    have  been   reclassified   to  conform  to  the  current   presentation  of
    discontinued operations. All amounts shown are in thousands.


                 Year ended December 31, 2004
                                                          First      Second     Third    Fourth
                                                         Quarter    Quarter    Quarter   Quarter

    <S>                                                   <C>        <C>        <C>       <C>
    Revenue                                              $ 1,806    $ 1,720    $ 1,947   $   750
    Operating expenses                                     1,709      1,799      1,677     1,945
    Net income (loss)                                       (175)      (205)       623    (1,059)
    Income (loss) allocable to common shareholders          (175)      (205)       623    (1,059)
    Income (loss) per common share - basic and diluted      (.18)      (.21)       .64     (1.09)



                 Year ended December 31, 2003
                                                          First     Second      Third     Fourth
                                                         Quarter    Quarter    Quarter   Quarter

    Revenue                                              $ 1,070    $ 1,118    $ 1,342   $ 1,774
    Operating expenses                                     1,266      1,235      1,491     1,819
    Net income (loss)                                       (262)      (177)       855      (194)
    Income (loss) allocable to common shareholders          (262)      (177)       855      (194)
    Income (loss) per common share - basic and diluted      (.38)      (.26)      1.21      (.27)
    </TABLE>


NOTE P - SUPPLEMENTAL RESERVE INFORMATION (UNAUDITED)

    The  Company's  net proved oil and natural gas  reserves as of December  31,
    2004 and 2003 (when Gaywood was  purchased),  have been estimated by Company
    personnel in accordance  with  guidelines  established by the Securities and
    Exchange Commission. Accordingly, the following reserve estimates were based
    on existing economic and operating conditions.  Oil and gas prices in effect
    at December 31 of each year were used.  Operating  costs,  production and ad
    valorem taxes and future  development costs were based on current costs with
    no escalation.

    There are numerous uncertainties inherent in estimating quantities of proved
    reserves  and in  projecting  the future rates of  production  and timing of
    development  expenditures.  The following reserve data represents  estimates
    only and should not be  construed  as being  exact.  Moreover,  the  present
    values should not be construed as the current  market value of the Company's
    oil and  gas  reserves  or the  costs  that  would  be  incurred  to  obtain
    equivalent reserves.


                                      F-23
<PAGE>

NOTE P - SUPPLEMENTAL RESERVE INFORMATION (UNAUDITED) - Continued

Changes in Estimated Quantities of Proved Oil and Gas Reserves (Unaudited):

                                                             Crude       Natural
                                                              Oil          Gas
    Quantities of Proved Reserves:                            Bbls         Mcf
    -----------------------------                           --------    --------

       Balance August 2003                                   500,090        --
           Sales of reserves in place                           --
           Acquired properties                                  --
           Revisions of previous estimates                    29,017
           Production                                        (18,217)
                                                            --------    --------

       Balance December 31, 2003                             510,890        --
           Sales of reserves in place                           --
           Acquired properties                                  --
           Revisions of previous estimates                   (82,971)     38,870
           Production                                        (46,849)
                                                            --------    --------

       Balance December 31, 2004                             381,070      38,870
                                                            ========    ========


    Proved Developed Reserves:
    -------------------------

       Balance December 31, 2003                             510,890        --
       Balance December 31, 2004                             381,070      38,870


    Standardized Measure of Discounted Future Net Cash Flows and Changes Therein
    Relating to Proved Oil and Gas Reserves (Unaudited)

    The  Standardized  Measure of  Discounted  Future Net Cash Flows and Changes
    Therein  Relating to Proved Oil and Gas Reserves  ("Standardized  Measures")
    does not purport to present the fair market value of a company's oil and gas
    properties.  An estimate of such value should consider, among other factors,
    anticipated  future prices of oil and gas, the  probability of recoveries in
    excess of existing proved reserves, the value of probable reserves and



                                      F-24
<PAGE>

NOTE P - SUPPLEMENTAL RESERVE INFORMATION (UNAUDITED) - Continued

    acreage prospects,  and perhaps different discount rates. It should be noted
    that estimates of reserve quantities,  especially from new discoveries,  are
    inherently imprecise and subject to substantial revision.

    Reserve  estimates  were prepared in accordance  with standard  Security and
    Exchange Commission guidelines.  The future net cash flow was computed using
    year-end  2004,  oil and gas prices.  Lease  operating  costs,  compression,
    dehydration,  transportation,  ad valorem taxes, severance taxes and federal
    income taxes were deducted. Costs and prices were held constant and were not
    escalated  over the life of the  properties.  No deduction has been made for
    interest or general  corporate  overhead.  The annual  discount of estimated
    future  cash  flows  is  defined,  for use  herein,  as  future  cash  flows
    discounted at 10% per year, over the expected period of realization.

    Proved Developed Reserves were calculated based on Decline Curve Analysis on
    22 operating wells and 15 non-operated wells.

    During  2004,  the  Company  continued  to operate  the  producing  wells it
    acquired  in 2003.  The Company  controls  nearly 200 leases but only had 48
    wells in production on December 31, 2004.

    The Company  controls 68 leases  which were  abandoned by larger oil and gas
    companies in the past due to low production.  The Company's  operating wells
    average  from  70 to 360  barrels  per  month.  Due to  low  production  and
    relatively high overhead the Company  estimates that its production would be
    unprofitable if the price of oil fell below $24 per barrel.

    Standardized  measure of discounted  future net cash flows related to proved
    reserves:

                                                        Year Ended December 31,
                                                           2004          2003
                                                       -----------   -----------

    Future production revenue                          $19,371,000   $16,370,000
    Future development costs                                83,000       285,000
    Future production costs                             11,394,000    11,980,000
                                                       -----------   -----------

    Future net cash flow before federal
             income tax                                  7,894,000     4,105,000
        Federal income tax                               2,684,000     1,396,000
                                                       -----------   -----------

    Future net cash flows                                5,210,000     2,709,000
    Effect of 10% annual discounting                     3,963,000     2,060,000
                                                       -----------   -----------

    Standardized measure of
        Discounted net cash flows                      $ 1,247,000   $   649,000
                                                       ===========   ===========





                                      F-25
<PAGE>

NOTE P - SUPPLEMENTAL RESERVE INFORMATION (UNAUDITED) - Continued

Changes in the standardized measure of discounted future net cash flows:

                                                       Year Ended December 31,
                                                         2004           2003
                                                     -----------    -----------

    Beginning of the year                            $   649,000    $      --
    Oil and gas sales, net of
        production costs                                (407,000)       (49,000)
    Purchases of reserves in place                          --          655,000
    Sales reserves in place                                 --             --
    Net change in prices, net of
        production costs                                 839,000        291,000
    Changes in production rates,
        timing and other
    Revisions of quantity estimate                       469,000
    Effect of income tax                                (417,000)      (337,000)
    Accretion of discount                                114,000         89,000
                                                     -----------    -----------

    Standardized measure of
             Discounted net cash flows               $ 1,247,000    $   649,000
                                                     ===========    ===========













                                      F-26