UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-K/A\
                                 Amendment No. 4
(Mark One)

   [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 5(d) OF
                       THE SECURITIES EXCHANGEACT 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  price at which the common  equity was last sold which was the sales
price of the Common  Stock on the  American  Stock  Exchange as of June 30, 2004
(the last business day of the Registrant's most recently completed second fiscal
quarter) was $2,424,000 based upon a total of 977,004 shares held as of June 30,
2004 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 January  12,  2006,  there were  977,004  shares of common  stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>

                               AMENDMENT NO. 4 TO
                         ANNUAL REPORT ON FORM 10-K FOR
                       CABELTEL INTERNATIONAL CORPORATION


         The undersigned  Registrant  hereby further 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 Amendment No. 3
to Form 10-K dated November 18, 2005:

         o        Page 2 - Amendment No. 3 explanation page; and

         o        Page 9 - Recent Acquisition of CableTEL AD; and

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

         The balance of the items have not been changed from  Amendment No. 3 or
the original filing and have accordingly not been updated to any current date.


















                                       2
<PAGE>

                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant  has duly  caused this  Amendment  to be signed on its
behalf by the undersigned, thereunto duly-authorized.

         Date:  January 16, 2006.

                                        CABELTEL INTERNATIONAL CORPORATION



                                        By: /s/ Gene S. Bertcher
                                           -------------------------------------
                                           Gene S. Bertcher, President and Chief
                                           Financial Officer
















                                       3
<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).

         Separate  audited  financial  statements of CableTEL AD are included as
Exhibit 99.1 because the  Registrant  intends to seek approval of an exchange of
2% Series J Preferred  Stock for Common  Stock of the  Registrant  (see  "Recent
Acquisition of CableTEL AD" at page 9), and upon  consummation  of that exchange
transaction,  a reverse  acquisition  would be  recorded  with the  CableTEL  AD
financial statements as the accounting  acquirer,  and therefore are relevant to
investors.




                                       4
<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.  Separate
audited  financial  statements of CableTEL AD are included as an exhibit to this
report because, upon completion the exchange,  such financial statements will be
that of the accounting acquirer and are therefore relevant to investors.

         CableTEL AD is the largest cable  television  ("CATV")  operator in the
Country of Bulgaria.  In addition,  CableTEL AD has built a fiber optic backbone
(the  "backbone")  consisting of three ducts around  Bulgaria at a total cost of
$29,872,500.  CableTEL  AD 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  AD's  marketing  is   centralized  in  its  Sofia,   Bulgaria
headquarters.  Given the  acquisitions  strategy of  CableTEL  AD, the Sales and
Marketing  Department has developed a re-branding  strategy to quickly bring new
operations  up to CableTEL AD  communication  standards and preserve the overall
strength of the CableTEL AD brand.

         In  addition  to CATV,  CableTEL AD  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 AD 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 and the separate audited financial statements
of CableTEL AD included as Exhibit 99.1.



                                       5
<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."


/s/ 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



         The accompanying notes are an integral part of this statement.

                                      F-5
<PAGE>

               CabelTel International Corporation and Subsidiaries

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)

                                                                      Year ended December 31,
                                                               2004            2003            2002
                                                           ------------    ------------    ------------
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                              --        --        --        --        --         --         --         --
                                     -------   -------   -------   -------   -------    -------    -------    -------
                                           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>

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.

    Following  is the  unaudited  condensed  financial  statements  of  CREI  at
    December 31, 2002 (in thousands):

                                  Balance Sheet
                                                                        2002
                                                                     ----------
    Current assets                                                   $       67
    Notes receivable                                                        994
    Other assets                                                            171
                                                                     ----------
                                                                     $    1,232

    Current liabilities                                              $      248
    Deferred gain                                                           994
                                                                     ----------
                                                                          1,242
    Partners' equity (deficit)                                              (10)
    Distributions                                                          --
                                                                     ----------
                                                                     $    1,232
                             Statement of Operations
    Revenue                                                          $    2,233
    Expenses
       Operating                                                          1,284
       Depreciation                                                         747
       General and administrative                                           111
       Interest                                                           1,328
                                                                     ----------
                                                                          3,470
    Gain on sale of properties                                            1,322
                                                                     ----------

       Net income                                                    $       85
                                                                     ==========


                                      F-17
<PAGE>
<TABLE>
<CAPTION>

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-18
<PAGE>
<TABLE>
<CAPTION>

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
                                                        --------------------------------
    <S>                                                 <C>         <C>         <C>
    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
                                                        --------------------------------
    </TABLE>



                                      F-19
<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-20
<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-21
<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-22
<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-23
<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-24
<PAGE>


NOTE P - SUPPLEMENTAL RESERVE INFORMATION (UNAUDITED) - Continued

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

                                                       Crude Oil     Natural 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-25
<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-26
<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-27