SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-KSB

        Annual Report Pursuant to Section 13 or 15(d) of
               the Securities Exchange Act of 1934
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
    Act of 1934
    For the fiscal year ended December 31, 2000

[ ] Transition report under section 13 or 15(d) of the Securities Exchange
    Act of 1934
    For the transition period from ______ to ________

               Commission File Number 33-33263-NY

                       GTM HOLDINGS, INC.
         (Name of small business issuer in its charter)

    Nevada                                             62-1407521
(State or other jurisdiction of                (I.R.S. Employer I.D. No.)
incorporation or organization)

5882 South 900 East, Suite 202, Salt Lake City, Utah        84121
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number, including area code: 801-269-9500

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

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001.

Check whether the Issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [ X ]   No [   ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is contained in this form, and no
disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB. [   ]

The issuer's revenue for its most recent fiscal year was: $ -0-

The aggregate market value of the issuer's voting stock held as
of February 27, 2001, by non-affiliates of the issuer was
$168,335.

As of February 27, 2001, the issuer had 2,299,886 shares of its
$.001 par value common stock outstanding.

Transitional Small Business Format:   Yes [   ]   No [ X ]

Documents incorporated by reference:  None

<PAGE>
                             PART I

Item 1.  Description of Business.

     The Company was incorporated in the state of Nevada on
September 21, 1989 under the name Fulton Ventures, Inc.  On July
18, 1990, the Company changed its name to Triad Warranty
Corporation, Inc., and on May 22, 2000, the Company changed its
name to GTM Holdings, Inc.  Since 1993, the Company has not
engaged in any business operations.  At the present time, the
Company intends to seek, investigate, and if warranted, acquire
an interest in a business opportunity.  The Company does not
propose to restrict its search for a business opportunity to any
particular industry or geographical area and may, therefore,
engage in essentially any business in any industry.  The Company
has unrestricted discretion in seeking and participating in a
business opportunity, subject to the availability of such
opportunities, economic conditions and other factors.

     The selection of a business opportunity in which to
participate is complex and extremely risky and will be made by
management in the exercise of its business judgment.  There is no
assurance that the Company will be able to identify and acquire
any business opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.

     The activities of the Company are subject to several
significant risks which arise primarily as a result of the fact
that the Company has no specific business and may acquire or
participate in a business opportunity based on the decision of
management which will, in all probability, act without the
consent, vote, or approval of the Company's shareholders.

Sources of Opportunities

     It is anticipated that business opportunities may be
available to the Company from various sources, including its
officers and directors, professional advisers, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals.

     The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal contacts
of its officers and directors as well as indirect associations
between them and other business and professional people.
Although the Company does not anticipate engaging professional
firms specializing in business acquisitions or reorganizations,
if management deems it in the best interests of the Company, such
firms may be retained.  In some instances, the Company may
publish notices or advertisements seeking a potential business
opportunity in financial or trade publications.

Criteria

     The Company will not restrict its search to any particular
business, industry or geographical location.  The Company may
acquire a business opportunity or enter into a business in any
industry and in any stage of development.  The Company may enter
into a business or opportunity involving a "start up" or new
company.  The Company may acquire a business opportunity in
various stages of its operation.

     In seeking a business venture, the decision of management of
the Company will not be controlled by an attempt to take
advantage of an anticipated or perceived appeal of a specific
industry, management group, or product or industry, but will be
based upon the business objective of seeking long-term capital
appreciation in the real value of the Company.

     In analyzing prospective business opportunities, management
will consider such matters as the available technical, financial
and managerial resources; working capital and other financial
requirements;

                                2
<PAGE>

the history of operations, if any; prospects for the future; the
nature of present and expected competition; the quality and
experience of management services which may be available and the
depth of the management; the potential for further research,
development or exploration; the potential for growth and
expansion; the potential for profit; the perceived public
recognition or acceptance of products, services, trade or service
marks, name identification; and other relevant factors.

     Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of available facts, without reliance upon any single factor as
controlling.

Methods of Participation of Acquisition

     Specific business opportunities will be reviewed and, on the
basis of that review, the legal structure or method of
participation deemed by management to be suitable will be
selected.  Such structures and methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint
ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction.  The Company
may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization.

Procedures

     As part of the Company's investigation of business
opportunities, officers and directors may meet personally with
management and key personnel of the firm sponsoring the business
opportunity, visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
conduct other reasonable measures.

     The Company will generally request that it be provided with
written materials regarding the business opportunity containing
such items as a description of product, service and company
history; management resumes; financial information; available
projections with related assumptions upon which they are based;
an explanation of proprietary products and services; evidence of
existing patents, trademarks or service marks or rights thereto;
present and proposed forms of compensation to management; a
description of transactions between the prospective entity and
its affiliates; relevant analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; and other information deemed relevant.

Competition

     The Company expects to encounter substantial competition in
its efforts to acquire a business opportunity.  The primary
competition is from other companies organized and funded for
similar purposes, small venture capital partnerships and
corporations, small business investment companies and wealthy
individuals.

Employees

     The Company does not currently have any employees but relies
upon the efforts of its officers and directors to conduct the
business of the Company.

Item 2.  Description of Property.

     The Company does not own any property.  The Company
currently utilizes office space, free of charge, from its
officers and directors.

                                3
<PAGE>

Item 3.  Legal Proceedings.

     None.

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

     No matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.

                             PART II

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

     The Company's common stock is listed on the Over the Counter
Bulletin Board ("OTCBB"), under the symbol "GTMH".  As of
February 27, 2001, the Company had 42 shareholders holding
2,299,886 shares of common stock.

     The following quotations, as provided by the National
Quotation Bureau, represent prices between dealers and do not
include retail markup, markdown or commission.  In addition,
these quotations do not represent actual transactions.

                              CLOSING BID              CLOSING ASK
                               HIGH      LOW       HIGH      LOW

1999
First Quarter                 None      None      1.00      1.00
Second Quarter                None      None      1.00      1.00
Third Quarter                 None      None      1.00      1.00
Fourth Quarter                None      None      1.00      1.00

2000
First Quarter                 None      None      1.00      1.00
Second Quarter              0.0300      0.0200    1.00      1.00
Third Quarter               0.1250      0.0300    1.00      1.00
Fourth Quarter              0.1250      0.0625    1.00      1.00

     The Company has never declared a dividend on its Common
Stock.  The Company has not paid, nor declared, any dividends
since its inception and does not intend to declare any such
dividends in the foreseeable future.  The Company's ability to
pay dividends is subject to limitations imposed by Nevada law.
Under Nevada law, dividends may be paid to the extent that the
corporation's assets exceed its liabilities and it is able to pay
its debts as they become due in the usual course of business.

Changes in Securities and Use of Proceeds:

     The Company reported on Forms 10-QSB for the quarters ended
June 30, 2000 and September 30, 2000 that it had issued 2,000,000
and 35,000 shares of common stock, respectively, to reimburse
related parties for Company expenses paid by the related parties
in the amount of $36,790 and $560, respectively.  However, the
most recent audit shows the actual and correct amount of expenses
paid by the related parties to be $44,890 and $786, respectively.
As stated in the quarterly reports, the shares issued were not in
connection with any public offering, no commissions were paid,
and the Company

                                4
<PAGE>

relied upon Section 4(2) of the Securities Act to effect the
transaction.

Item 6.  Management's Discussion and Analysis or Plan of
Operation.

     The Company generated no revenue for the years ended
December 31, 2000 and 1999.

     General and administrative expenses for the years ended
December 31, 2000 and 1999 were $43,894 and $0, respectively.
This increase is attributable to the administrative, legal,
professional, accounting and auditing costs associated with
reviving the Company from dormancy and bringing it current with
the reporting requirements pursuant to Section 13 of the
Securities Exchange Act of 1934.

     Due to the foregoing, the Company realized a net operating
loss of $43,894 for the year ended December 31, 2000, compared to
no loss or gain for the year ended December 31, 1999.  The
Company does not expect to generate any meaningful revenue or
incur operating expenses unless and until it acquires an interest
in an operating company.

Liquidity and Capital Resources

     At December 31, 2000, the Company had no cash with $2,149 in
accounts payable and $3,569 in accounts payable to a related
party giving the Company a working capital deficit of $5,718.

     The Company does not have sufficient cash to meet its
operational needs for the next twelve months.  Management, like
in the past, will attempt to raise capital for its current
operational needs through loans from related parties, debt
financing, equity financing or a combination of financing
options.  However, there are no existing understandings,
commitments or agreements for such an infusion; nor can there be
assurances to that effect.  Moreover, the Company's need for
capital may change dramatically if and during that period, it
acquires an interest in a business opportunity.  Unless the
Company can obtain additional financing, its ability to continue
as a going concern is doubtful.

     The Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company,
and (ii) search for potential businesses, products, technologies
and companies for acquisition.  At present, the Company has no
understandings, commitments or agreements with respect to the
acquisition of any business venture, and there can be no
assurance that the Company will identify a business venture
suitable for acquisition in the future.  Further, there can be no
assurance that the Company would be successful in consummating
any acquisition on favorable terms or that it will be able to
profitably manage any business venture it acquires.

Item 7.  Financial Statements.

     The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1.

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

     None.
                                5
<PAGE>


                            PART III

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

     The following table sets forth as of February 27, 2001, the
name, age, position and term of office for each executive officer
and director of the Company.

Name            Age       Position            Officer and
                                              Director Since
Kip Eardley        41     President and       March 2000
                          Director
John Chymboryk     47     Secretary and       May 2000
                          Director

     All Directors hold their positions for one year or until
their successors are duly elected and qualified.  Officers hold
their positions at the discretion of the Board of Directors.

     Set forth below is certain biographical information
regarding each of the Company's executive officers and directors:

     Kip Eardley, President and Director.  Since 1989, Mr.
Eardley has been self-employed as the president and owner of
Capital Consulting of Utah, Inc., which is a consulting firm to
various public and private companies.  Mr. Eardley is also a
director in the following reporting companies: Holmes
Microsystems, Inc.; GTC Holdings, Inc.; MTN Holdings, Inc; Golden
Quest, Inc.; Heavenly Hotdog, Inc.; and Reddi Brake Supply
Corporation.

     John Chymboryk, Secretary and Director.  Mr. Chymboryk
received his bachelor's degree with an emphasis in accounting and
economics in 1982.  Following graduation he worked for a large
international accounting firm until 1984.  He then taught courses
in finance, marketing and management in the business department
of a Community College from 1984 to 1992.  Concurrent with his
teaching experience, Mr. Chymboryk operated an accounting
business that specialized in preparing financial statements, tax
returns and business plans for small businesses.  Mr. Chymboryk
co-founded a company that specialized in marketing, customer
retention and management training.  Mr. Chymboryk served as Vice
President and was responsible for the financial operations plus
developing and delivering management training.  Mr. Chymboryk was
instrumental in designing and presenting the sales management
workshop that was contracted with Lexus, the Toyota Motor
Corporation luxury car line.  In 1997, Mr. Chymboryk was involved
in designing, developing and implementing a new application that
assists companies in following up and retaining their existing
customer base.  Mr. Chymboryk is a director in the following
reporting companies: GTG Holdings, Inc.; MTN Holdings, Inc.;
Golden Quest, Inc.; Heavenly Hotdog, Inc.; and Reddi Brake Supply
Corporation.

Section 16(a) Beneficial Owner Reporting Compliance.

     John Chymboryk, an officer and director, and Capital
Holdings, Inc., a 10% shareholder of the Company were delinquent
in filing their Forms 3 with the SEC.  In addition, Kip Eardley,
an officer, director and 10% shareholder of the Company was
delinquent in filing a Form 4 with the SEC for the month of July.

     The above parties have been informed of their filing
responsibilities under Section 16(a) of the Securities Exchange
Act of 1934 and to the Company's knowledge have filed the
required forms.

                                6
<PAGE>

Item 10.  Executive Compensation.

     During the year 2000, the Company paid $22,500 to a former
president of the Company, Darrell Scott, for consulting services
rendered on behalf of the Company.  In addition, the Company
issued a total of 35,000 shares of common stock valued at $786 to
John Chymboryk, an officer and director of the Company, for
services rendered on behalf of the Company.  The Company has no
employment agreements with any of its officers or directors.

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

     The following table sets forth as of February 27, 2001, the
number and percentage of the 2,299,886 outstanding shares of
common stock which, according to the information supplied to the
Company, were beneficially owned by (i) each person who is
currently a director of the Company, (ii) each executive officer,
(iii) all current directors and executive officers of the Company
as a group and (iv) each person who, to the knowledge of the
Company, is the beneficial owner of more than 5% of the
outstanding common stock.  Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power
with respect to all shares beneficially owned, subject to
community property laws where applicable.

               Name and Address of    Amount and Nature of
Title of Class   Beneficial Owner     Beneficial Ownership   Percentage of Class

Common    Kip Eardley (1) (2)             2,001,050             87.01
          5882 S. 900 E., Suite 202
          Salt Lake City, UT 84121

Common    John Chymboryk (1) (3)          2,029,500             88.24
          5882 S. 900 E., Suite 202
          Salt Lake City, UT  84121

Common    Capital Holdings, Inc. (4)      2,000,000             86.96
          5882 S. 900 E., Suite 202
          Salt Lake City, UT 84121

Common    Officers and Directors as a     2,030,550             88.29
          Group: 2 Persons

  (1)  Officer and/or director of the Company.

  (2)  Shares held of record as follows: Capital Holdings, Inc.
       (2,000,000 shares); Kip Eardley Cust Christopher Eardley UTMA/UT
       (200 shares); Kip Eardley Cust James Eardley UTMA/UT (200
       shares); Kip Eardley Cust Michelle Eardley UTMA/UT (200 shares);
       Kip Eardley Cust Stephani UTMA/UT (200 shares); and Rhonda
       Eardley, the spouse of Mr. Eardley (250 shares).  Mr. Eardley may
       be deemed to have or share voting and investment power with
       respect to the foregoing shares.

  (3)  Shares held of record as follows: Capital Holdings, Inc.
       (2,000,000 shares); John Chymboryk (28,450 shares); John
       Chymboryk Cust Evan Chymboryk UTMA/UT (200 shares); John
       Chymboryk Cust Jordan Smith UTMA/UT (200 shares); John Chymboryk
       Cust Jennifer Smith UTMA/UT (200 shares); John Chymboryk Cust
       Kathryn Chymboryk UTMA/UT (200 shares); Shauna Chymboryk, the
       spouse of Mr. Chymboryk (250 shares).  Mr. Chymboryk

                                7
<PAGE>

       may be deemed to have or share voting and investment
       power with respect to the foregoing shares.

  (4)  Capital Holdings, Inc. holds of record 2,000,000 shares of
       common stock.  Kip Eardley and John Chymboryk each own 50% of
       Capital Holdings, Inc. and may be deemed to share voting and
       investment power with respect to such shares.

Item 12.  Certain Relationships and Related Transactions.

     The Company utilizes office space provided by the officers
and directors of the Company at no charge to the Company.

     In May 2000 the Company issued 2,000,000 shares of common
stock to Capital Holdings, Inc. in exchange for debt relief in
the amount of $44,890, which represented monies paid and services
rendered on behalf of the Company.

     In May and July 2000, the Company authorized the issuance of
25,000 and 10,000 shares of common stock, respectively, to John
Chymboryk in exchange for $786 of services rendered on behalf of
the Company.

     At December 31, 2000, the Company had received advances to
cover operating expenses in the amount of $3,569 from Capital
Holdings, Inc.

Item 13.  Exhibits and Reports on Form 8-K.

Reports on Form 8-K

     On February 9, 2001, the Company filed with the SEC a Form 8-
K under Item 1. Change in Control of Registrant.

Exhibits

     None.
                                8
<PAGE>

SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                   GTM HOLDINGS, INC.


Date: February 27, 2001            By:/s/Kip Eardley
                                         President


Date: February 27, 2001            By:/s/John Chymboryk
                                         Secretary

     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.


Date: February 27, 2001             By:/s/Kip Eardley
                                          Director


Date: February 27, 2001             By:/s/John Chymboryk
                                          Director

                                9
<PAGE>


                            PART F/S


                       GTM HOLDINGS, INC.
              (formerly Triad Warranty Corporation)
                  [A Development Stage Company]


                              INDEX

                                                          PAGE

  -  Independent Auditors' Report                          F-1


  -  Balance Sheet, December 31, 2000                      F-2


  -  Statements of Operations, for the years ended
     December 31, 2000 and 1999 and from the               F-3
     re-entering of development stage on
     December 27, 1993 through December 31, 2000

  -  Statement of Stockholders' (Deficit), from
     the re-entering of development stage on
     December 27, 1993 through December 31, 2000           F-4


  -  Statements of Cash Flows, for the years ended
     December 31, 2000 and 1999 and from the re-entering
     of development stage on December 27, 1993 through
     December 31, 2000                                     F-6


  -  Notes to Financial Statements                         F-7

                               10
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors
GTM HOLDINGS, INC.
Salt Lake City, Utah

We have audited the accompanying balance sheet of GTM Holdings,
Inc. (formerly Triad Warranty Corporation) [a development stage
company] at December 31, 2000, and the related statements of
operations, stockholders' (deficit) and cash flows for the years
ended December 31, 2000 and 1999 and for the period from the re-
entering of development stage on December 27, 1993 through
December 31, 2000.  These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements audited by us present
fairly, in all material respects, the financial position of GTM
Holdings, Inc. [a development stage company] as of December 31,
2000 and the results of its operations and its cash flows for the
years ended December 31, 2000 and 1999 and for the period from
the re-entering of development stage on December 27, 1993 through
December 31, 2000, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in
Note 7 to the financial statements, the company has no on-going
operations, has incurred substantial losses since its inception,
has liabilities in excess of assets and has no working capital.
These factors raise substantial doubt about its ability to
continue as a going concern.  Management's plans in regards to
these matters are also described in Note 7.  The financial
statements do not include any adjustments that might result from
the outcome of these uncertainties.

/s/ Pritchett, Siler & Hardy, P.C.
January 19, 2001
Salt Lake City, Utah

                               F-1
<PAGE>

                       GTM HOLDINGS, INC.
              (formerly Triad Warranty Corporation)
                  [A Development Stage Company]

                          BALANCE SHEET

ASSETS

                                                     December 31,
                                                         2000
                                                      ___________
CURRENT ASSETS:
  Cash                                                 $        -
                                                      ___________
        Total Current Assets                                    -
                                                      ___________
                                                       $        -
                                                     ____________


LIABILITIES AND STOCKHOLDERS' (DEFICIT)


CURRENT LIABILITIES:
   Accounts payable                                    $    2,149
   Accounts payable - related party                         3,569
                                                      ___________
        Total Current Liabilities                           5,718
                                                      ___________

STOCKHOLDERS' (DEFICIT):
  Common stock, $.001 par value, 25,000,000
   shares authorized, 2,299,886 shares issued
   and outstanding                                          2,300
  Capital in excess of par value                          120,847
  Retained deficit                                        (76,353)
Deficit accumulated during the
    development stage                                     (52,512)
                                                      ___________

Total Stockholders' (Deficit)                              (5,718)
                                                      ___________
                                                       $        -
                                                     ____________


  The accompanying notes are an integral part of this financial
                           statement.

                               F-2
<PAGE>


                       GTM HOLDINGS, INC.
              (formerly Triad Warranty Corporation)
                  [A Development Stage Company]


                    STATEMENTS OF OPERATIONS


                                                    Cumulative from
                                                   the Re-entering of
                                                   Development Stage
                                For the Year Ended  on December 27,
                                   December 31,       1993 through
                             ______________________   December 31,
                                  2000      1999          2000
                              __________ __________   ___________
REVENUE:
  Sales                         $      -  $      -     $       -
                              __________ __________    __________
        Total Revenue                  -          -             -
                              __________ __________    __________
EXPENSES:
  General and administrative      43,894         -        45,012
                              __________ __________    __________

        Total Expenses            43,894         -        45,012
                              __________ __________    __________
LOSS FROM OPERATIONS             (43,894)        -       (45,012)

CURRENT INCOME TAXES                   -         -             -

DEFERRED INCOME TAX                    -         -             -
                              __________ __________    __________

LOSS FROM CONTINUING OPERATIONS  (43,894)        -       (45,012)
                              __________ __________    __________

DISCONTINUED OPERATIONS:
 Gain (loss) on settlement of
  liabilities from operations of
  warranty service business of
  former subsidiary               48,880         -        (7,500)
                              __________ __________   ___________
NET INCOME (LOSS)               $  4,986  $      -     $ (52,512)
                              __________ __________   ___________
LOSS PER SHARE:
Loss from continuing operations $   (.03) $      -     $    (.10)
Loss from discontinued operations
    of former subsidiary        $     .03 $      -     $    (.02)
                              __________ __________   ___________
           Total Loss Per Share $      -  $      -     $    (.12)
                              __________ __________   ___________

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

                               F-3
<PAGE>


                       GTM HOLDINGS, INC.
              (formerly Triad Warranty Corporation)
                  [A Development Stage Company]

              STATEMENT OF STOCKHOLDERS' (DEFICIT)

          FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

           DECEMBER 27, 1993 THROUGH DECEMBER 31, 2000
<TABLE>
<CAPTION>
                                                                                                     Deficit
                                                                                                   Accumulated
                                    Common Stock          Capital in                               During the
                                 _____________________    Excess of      Treasury     Retained     Development
                                  Shares       Amount     Par Value       Stock        Deficit         Stage
<S>                             <C>          <C>          <C>          <C>           <C>           <C>
BALANCE, December 27, 1993      2,679,715    $   2,680    $  83,338    $  (8,597)    $  (76,353)   $        -

Net loss for the period ended
  December 31, 1993                     -            -            -            -              -             -

Balance, December 31, 1993      2,679,715        2,680       83,338       (8,597)       (76,353)            -

50,000 shares common stock
  issued for services at $.001     50,000           50            -            -              -             -

Net loss for the year ended
  December 31, 1994                     -            -            -            -              -       (57,498)

BALANCE, December 31, 1994      2,729,715        2,730       83,338       (8,597)       (76,353)      (57,498)

Net loss for the year ended
  December 31, 1995                     -            -            -            -              -             -

BALANCE, December 31, 1995      2,729,715        2,730       83,338       (8,597)       (76,353)      (57,498)

Net loss for the year ended
   December 31, 1996                    -            -            -            -              -             -

BALANCE, December 31, 1996      2,729,715        2,730       83,338       (8,597)       (76,353)      (57,498)

Net loss for the year ended
  December 31, 1997                     -            -            -            -              -             -

BALANCE, December 31, 1997      2,729,715        2,730       83,338       (8,597)       (76,353)      (57,498)

Net loss for the year ended
  December 31, 1998                     -            -            -            -              -             -

BALANCE, December 31, 1998      2,729,715        2,730       83,338       (8,597)       (76,353)      (57,498)

Cancellation of treasury stock
  December 31, 1999            (2,464,829)      (2,465)      (6,132)       8,597              -             -

Net loss for the year ended
  December 31, 1999                     -            -            -            -              -             -

BALANCE, December 31, 1999        264,886          265       77,206            -        (76,353)      (57,498)
</TABLE>
 [Continued]
                               F-4
<PAGE>


                       GTM HOLDINGS, INC.
              (formerly Triad Warranty Corporation)
                  [A Development Stage Company]

              STATEMENT OF STOCKHOLDERS' (DEFICIT)

          FROM THE RE-ENTERING OF DEVELOPMENT STAGE ON

           DECEMBER 27, 1993 THROUGH DECEMBER 31, 2000

[Continued]
<TABLE>
<CAPTION>
                                                                                                          Deficit
                                                                                                        Accumulated
                                         Common Stock       Capital in                                  During the
                                    _____________________    Excess of     Treasury       Retained      Development
                                     Shares        Amount    Par Value      Stock          Deficit         Stage
<S>                               <C>           <C>        <C>          <C>            <C>           <C>
BALANCE, December 31, 1999           264,886         265       77,206              -      (76,353)       (57,498)

2,000,000 shares of common stock
  issued for debt relief at
  $.023 per share, May 2000        2,000,000       2,000       42,890              -            -              -

25,000 shares common stock
  issued  for services rendered at
  $.023 per share, June 2000          25,000          25          537              -            -              -

10,000 shares of common stock
  issued for services rendered at
  $023 per share, July 2000           10,000          10          214              -            -              -

Net loss for the year ended
  December 31, 2000                        -           -            -              -            -          4,986

BALANCE, December 31, 2000         2,299,886    $  2,300   $  120,847    $         -    $ (76,353)   $   (52,512)
</TABLE>


  The accompanying notes are an integral part of this financial
                           statement .

                               F-5
<PAGE>


                       GTM HOLDINGS, INC.
              (formerly Triad Warranty Corporation)
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS

                                                                 Cumulative from
                                                              the Re-entering of
                                                               Development Stage
                                            For the Year Ended   on December 27,
                                                December 31,        1993 through
                                                   _____________    December 31,
                                                   2000       1999       2000
                                                ________________________________
Cash Flows Provided by Operating Activities:
  Net income (loss)                               $   4,986  $      -  $(52,512)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
    Non-cash expenses                                44,890         -    45,958
    Stock issued for services                           786         -       836
    Changes in assets and liabilities:
      Increase (decrease) in accounts payable       (54,231)        -     2,149
      Increase in accounts payable - related party    3,569         -     3,569
                                                ________________________________
        Net Cash (Used) by
          Operating Activities                            -         -         -
                                                ________________________________
Cash Flows Provided by Investing Activities               -         -         -
                                                ________________________________
        Net Cash (Used) by
          Investing Activities                            -         -         -
                                                ________________________________
Cash Flows Provided by Financing Activities:
  Proceeds from common stock issuance                     -         -         -
                                                ________________________________
        Net Cash Provided by
          Financing Activities                            -         -         -
                                                ________________________________
Net Increase (Decrease) in Cash                           -         -         -
Cash at Beginning of the Year                             -         -         -
                                                ________________________________
Cash at End of the Year                          $        -  $      -  $      -
                                                ________________________________

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
    Interest                                     $        -  $      -  $      -
    Income taxes                                 $        -  $      -  $      -
Supplemental Schedule of Noncash Investing and Financing
Activities:
  For 2000:
  The Company issued a total of 35,000 shares of common stock for
services rendered valued at $786.

  The Company settled a $56,380 debt for $7,500 resulting in a gain
on debt extinguishment of $48,880.

  The Company issued 2,000,000 shares of common stock in settlement
of debt of $44,890.

  For 1999:
  None

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

                               F-6
<PAGE>


                       GTM HOLDINGS, INC.
              (formerly Triad Warranty Corporation)
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - GTM Holdings, Inc. (formerly Triad Warranty
  Corporation) (formerly "Fulton Ventures, Inc.") was organized
  under the laws of the State of Nevada on September 21, 1989.  On
  May 22, 2000 Triad Warranty Corporation changed their name to GTM
  Holdings, Inc.  GTM Holdings, Inc. (the Company) was formed to
  purchase, merge with or acquire any business or assets which
  management believed had potential for being profitable.  On June
  14, 1990, the Company exchanged 2,464,829 of its common shares
  for all the outstanding shares of Triad Warranty Corporation.

  Triad Warranty Corporation was organized under the laws of the
  state of Texas on November 21, 1988.  The purpose of this Company
  was to provide extended warranty service coverage for heating and
  air conditioning units and their component parts and various
  other consumer products.  This Company began operations in
  January 1989, in Dallas Texas.  The Board of Directors met on
  December 27, 1993, and determined it was in the best interest of
  Triad Warranty Corporation, Inc. (Nevada) and its sole operating
  subsidiary, Triad Warranty Corporation, to separate ownership.
  To effect this transaction, selected shareholders in the Company
  were issued their pro rata shares in Triad Warranty Corporation,
  and the original 2,464,829 shares of common stock were returned
  to the Company for cancellation.  This transaction was accounted
  for in the financial statement of the Company as a discontinued
  operation as of December 27, 1993.  The Company is considered to
  have re-entered into a new development stage on December 27,1993.

  Development Stage - The Company is considered a development stage
  company as defined in SFAS no. 7.  Consequently, cumulative
  numbers have been provided from December 27,1993 forward to
  reflect the change in control and the change in the Company's
  planned operations which was effective as of 1994.  During 2000,
  the Company under went a change in ownership control which has
  resulted in a change in the officers and Board of Director's of
  the Company.

  Loss Per Share - The computation of loss per share of common
  stock is based on the weighted average number of shares
  outstanding during the periods presented, in accordance with
  Statement of Financial Accounting Standards No. 128, "Earnings
  Per Share" [See Note 6].

  Cash and Cash Equivalents - For purposes of the statement of cash
  flows, the Company considers all highly liquid debt investments
  purchased with a maturity of three months or less to be cash
  equivalents.

  Accounting Estimates - The preparation of financial statement in
  conformity with generally accepted accounting principles required
  management to make estimates and assumptions that effect the
  reported amounts of assets and liabilities, the disclosures of
  contingent assets and liabilities at the date of the Financial
  Statement, and the reported amounts of revenues and expenses
  during the reporting period.  Actual results could differ from
  those estimated by management.

  Recently Enacted Accounting Standards - Statement of Financial
  Accounting Standards (SFAS) No. 136, "Transfers of Assets to a
  not for profit organization or charitable trust that raises or
  holds contributions for others", SFAS No. 137, "Accounting for
  Derivative Instruments and Hedging Activities - deferral of the
  effective date of FASB Statement No. 133 (an amendment of FASB
  Statement No. 133.)," SFAS No. 138 "Accounting for Certain
  Derivative Instruments and Certain Hedging Activities - and
  Amendment of SFAS No. 133", SFAS No. 139, "Rescission of SFAS No.
  53 and Amendment to SFAS No 63, 89 and 21", and SFAS No. 140,
  "Accounting to Transfer and Servicing of Financial Assets and
  Extinguishment of Liabilities", were recently issued SFAS No.
  136, 137, 138, 139 and 140 have no current applicability to the
  Company or their effect on the financial statements would not
  have been significant.
                               F-7
<PAGE>


                       GTM HOLDINGS, INC.
              (formerly Triad Warranty Corporation)
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 - CAPITAL STOCK

  Common Stock - During May 2000, the Company issued 2,000,000
  shares of its previously authorized, but unissued common stock to
  reimburse a related party for Company expenses paid by the
  related party in the amount of $44,890 (or $.023 per share).

  During June 2000, the Company issued 25,000 shares to an officer
  for services rendered, valued at $562 (or $.023 per share).

  During July 2000, the Company issued 10,000 shares of common
  stock to an officer for services rendered valued at $224 (or
  $.023 per share).

  During 1994, the Company issued 50,000 shares of its previously
  authorized, but unissued common stock for services rendered,
  valued at $50 (or $.001 per share).

NOTE 3 - INCOME TAXES

  The Company accounts for income taxes in accordance with
  Statement of Financial Accounting Standards No. 109 "Accounting
  for Income Taxes" which requires the liability approach for the
  effect of income taxes.

  The Company has available at December 31, 2000, unused operating
  loss carryforwards of approximately $52,500, which may be applied
  against future taxable income and which expire in various years
  through 2019.  As substantial changes in the Company's ownership
  has occurred, there is an annual limitation on the amount of net
  operating loss carryforwards which can be utilized.  The amount
  of and ultimate realization of the benefits from the operating
  loss carryforwards for income tax purposes is dependent, in part,
  upon the tax laws in effect, the future earnings of the Company
  and other future events, the effects of which cannot be
  determined.  Because of the uncertainty surrounding the
  realization of the loss carryforwards the Company has established
  a valuation allowance equal to the tax effect of the loss
  carryforwards (approximately $17,800) at December 31, 2000 and,
  therefore, no deferred tax asset has been recognized for the loss
  carryforwards.  The change in the valuation allowance is
  approximately $1,700 and $0 for 2000 and 1999, respectively.

NOTE 4 - DISCONTINUED OPERATIONS

  During May 2000, the Company settled a judgment in the amount of
  $56,380 which was related to previously discontinued operations.
  The judgment was settled for $7,500, resulting in a gain of
  $48,880.

NOTE 5 - RELATED PARTY TRANSACTIONS

  Management Compensation -  During June 2000, the Company issued
  25,000 shares of common stock to an officer for services
  rendered, valued at $562 or $.023 per share.

  During July 2000, the Company issued 10,000 shares of common
  stock to an officer for services rendered valued at $224 or $.023
  per share.

                               F-8
<PAGE>


                       GTM HOLDINGS, INC.
              (formerly Triad Warranty Corporation)
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS [Continued]

  Office Space - The Company has not had a need to rent office
  space.  An officer/shareholder of the Company is allowing the
  Company to use his home as a mailing address, as needed, at no
  expense to the Company.

  Expenses Paid By Related Party - An entity related to an officer
  of the Company paid expenses on behalf of the Company totaling
  $44,890, including $22,500 to a former officer of the Company for
  consulting services rendered to the Company.  During May 2000,
  the Company issued 2,000,000 shares of common stock valued at
  $44,890 to repay the debt ($.023 per share).

  At December 31, 2000 a related party had advanced $3,569 to the
  Company to cover operating expenses.

NOTE 6 - EARNINGS (LOSS) PER SHARE

  The following data show the amounts used in computing income
  (loss) per share and the effect on income and the weighted
  average number of shares of dilutive potential common stock for
  the years ended December 31, 2000 and 1999 and for the period
  from the re-entering of development stage on December 27, 1993
  through December 31, 2000:

                                                               Cumulative from
                                                             the Re-entering of
                                                              Development Stage
                                    For the Year Ended         on December 27,
                                       December 31,             1993 through
                                         _______________________ December 31,
                                             2000       1999       2000
                                         ________________________________
   Loss from continuing operations
     available to common
     stockholders (numerator)             $ (43,894) $        -   $   (45,012)
                                             ________________________________
   Gain on extinguishment of debt         $  48,880  $        -   $    48,880
                                             ________________________________

    Gain (loss) from discontinued
      operations available to common
      stockholders (numerator)            $       - $        -   $    (56,380)
                                             ________________________________
   Weighted average number of
     common shares outstanding
     used in earnings per share
     during the period (denominator)      1,561,812    264,886        446,622
                                            ________________________________

  Dilutive earnings per share was not presented, as the Company had
  no common equivalent shares for all periods presented that would
  effect the computation of diluted earnings (loss) per share.

  Treasury stock which was being held by the Company and was
  cancelled during 1999 has not been included in the calculations
  as it was considered cancelled for all periods presented.

                               F-9
<PAGE>


                       GTM HOLDINGS, INC.
              (formerly Triad Warranty Corporation)
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 7 - GOING CONCERN

  The accompanying financial statements have been prepared in
  conformity with generally accepted accounting principles, which
  contemplate continuation of the Company as a going concern.
  However, the Company has incurred losses since its inception and
  has not yet been successful in establishing profitable
  operations. Further, the Company has current liabilities in
  excess of current assets and has no working capital to pay its
  expenses.  These factors raise substantial doubt about the
  ability of the Company to continue as a going concern.  In this
  regard, management is proposing to raise any necessary additional
  funds not provided by operations through loans or through sales
  of its common stock or through a possible business combination
  with another company.  There is no assurance that the Company
  will be successful in raising this additional capital or
  achieving profitable operations.  The financial statements do not
  include any adjustments that might result from the outcome of
  these uncertainties.

                              F-10
<PAGE>