Composite Holdings Inc – ‘10QSB/A’ for 9/30/00

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Amendment to Quarterly Report — Small Business   —   Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB/A     Amendment to Quarterly Report -- Small Business       22±   104K 
 2: EX-27       Financial Data Schedule                                1      7K 

10QSB/A   —   Amendment to Quarterly Report — Small Business
Document Table of Contents

UNITED STATES       
SECURITIES AND EXCHANGE COMMISSION      
Washington D.C., 20549      

Form 10-QSB/A       

CURRENT REPORT      

Pursuant to Section 13 or 15(d) of the      
Securities Exchange Act of 1934       

for quarterly period ended December 31, 2000      

Commission file number 33-55254-18      

World Homes, Inc.     
(Exact name of registrant as specified in charter)        

Nevada                               87-0434297 
(State of other jurisdiction of                (I.R.S. Employer           
incorporation or organization)              Identification Number)        

4505 W. Hacienda Ave Unit I-1                                         
Las Vegas, Nevada                             89118         
(Address of Principal Executive Office)               (Zip Code)                

(702) 579-4888        
(Registrant's Telephone Number, Including Area Code)        

Copies To:                                                                      

Susan Donohue                                                                   
4505 W. Hacienda Ave. # I-1                                                     
Las Vegas, NV 89118                                                             
(702) 579-4888                                                                  

(X)        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE              
SECURITIES EXCHANGE ACT OF 1934                                                 

( )        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE            
SECURITIES EXCHANGE OF 1934                               

for the transition period from _____________ to _________________           

Commission File No. 33-55254-18           

WORLD HOMES, INC.         
(exact name of Registrant as Specified in its charter)            

NEVADA                                87-0434297        
(State or other jurisdiction of                (I.R.S. Employer                 
incorporation or organization)              Identification Number)              

4505 W. Hacienda Ave. Unit I-1                                          
Las Vegas, Nevada                          89118            
(Address of principal executive office)           (Zip Code)                    

Registrant's telephone number, including area code (702) 579-4888               
Securities registered pursuant to Section 12(b) of the Act:  NONE               
Securities registered pursuant to Section 12(g) of the Act:  NONE               

Indicate by check mark whether the registrant (1) has filed all report          
s reuired to 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.                  
[x] yes  []no                                                                   
[x] yes  []no                                                                   

Indicate by check mark if disclosure of delinquent filers pursuant to           
Item 405 of Regulation S-K (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 the Form 10-QSB or any amendment to this            
Form 10-QSB.    [x]                                                             

Indicate the number of shares outstanding of each of the registrant's           
classes of common stock, as of the latest                                       
practicable date.                                                               

                                                        [Enlarge/Download Table]

                                                                                        
Class                                                Outstanding as of December 31, 2000

$.001 PAR VALUE CLASS A COMMON STOCK                             21,942,379             
          VALUE Class A Convertible Preferred Stock                 428,572             
          VALUE Class B Convertible Preferred Stock                       0             


DOCUMENTS INCORPORATED BY REFERENCE                                             

ITEM 1    BUSINESS                                                              

On March 17, 1999, Kowtow, Inc. received 100% of the common stock of            
Afforable Homes of America, Inc. in a merger.  Additionally, Kowtow,            
Inc. issued 4,000,000 shares of common stock to SCS Enterprises, Inc.           
Trust, the sole shareholder of Affordable Homes of America, Inc.  On            
the same date the company accepted the resignation of Krista Nielson            
and Sasha Belliston as Officers and Directors of the Company and elected        
Merle Ferguson as President, CEO and Chairman of the Board of Directors         
. The Company also elected Susan Donohue as Secretary/Treasurer and as        
a member of the Board of Directors.                                             

The Company changed its name to Affordable Homes of America, Inc. on            
March 19, 1999 and obtained a new trading symbol -AHOA.  The Company            
restructured its common stock with a two for one forward split effective        
March 31, 1999.  Affordable Homes of America maintains its principle            
offices at 4505 W. Hacienda Ave., Unit I-1, Las Vegas, Nevada 89118.            

The Company changed its name to World Homes, Inc. on October 12, 2000           
and obtained a new trading symbol - WHME.  The name change did not              
affect the September 30, 2000 10QSB, but will affect any filings after          
October 12, 2000.  World Homes maintains its principle offices at               
4505 W. Hacienda Ave., Unit I-1, Las Vegas, Nevada 89118.                       

World Homes, Inc. is in the business of building homes for low income           
and first time homebuyers.  Founded in 1997, the focus of World Homes           
is to develop and build homes for sale international locations and in           
the United States with little or no timber products.  The Company's             
methods are patented and are being implemented this year.  There are            
three methods for new home construction.  These include:                        

*        Z MIX - A cementitious product that combines diatomaceous              
earth and used tires to create a lightweight building material that             
reduces the time and the cost for constructing a house.  The Company            
currently holds the patent on Z MIX.                                            

*        In-line Framing - A new method of construction that reduces            
the amount of wood used by one third.  This reduces the cost of lumber          
used in construction, and thereby reduces the overall cost of the home.         

*        Foam-Panelized Construction - This method of construction uses         
foam slabs covered with panels and strengthened with internal trusses.          
This allows for increased insulation and quick construction.                    

All three methods (i) reduce the time and cost needed to construct the          
average home, and (ii) reduce the amount of wood used in building the           
average home.  Company research has shown that more Americans ages 25           
to 45 would prefer to purchase homes rather than rent. To make this             
option viable, the Company's homes are financed 100% by lending                 
institutions and the monthly payments are comparable to the expense of          
renting.  Additionally, older Americans are more inclined to move into          
homes that are less expensive, due to their retirement status and reduced       
monthly income. The Company is finishing the certification procedures           
necessary to sell its Z MIX products in the US.  Once complete, the             
Company will begin sales and distribution of its products in US.                
The Company has been approached by several international entities to            
establish factories to supply Z MIX for construction.                           

The Company is finishing the certification procedures necessary to sell         
its Z MIX products in the US.  Once complete, the Company will begin            
sales and distribution of its products in US.  The Company has been             
approached by several international entities to establish factories             
to supply Z MIX for construction.                                               

To date, World Homes (Affordable Homes of America) has made two (2)             
acquisitions:                                                                   

(a)        On April 28, 1999, Affordable Homes acquired Composite               
Industries of America, Inc. the owner of a patent covering a                    
construction  material known as "Z MIX".  Z MIX is a cementitious               
building material and can be used in a two step construction method             
instead of concrete, dry wall or lumber.  The Company believes Z MIX            
will enable it to build better quality homes at a lower price than if           
other products were used.                                                       

(b)      On June 28, 1999 Affordable Homes also acquired Big  Mountain          
Construction Company which holds the exclusive right to build  all the          
houses for the Heartland Homes development.  The development is planned         
for the construction of 136 homes, each on an individual site.                  

Composite Industries of America, Inc.  The acquisition of Composite             
Industries of America, Inc. was accomplished by exchanging one share            
of Affordable's common stock for two shares of Composite's common stock.        
All stock issued by Affordable pursuant to this acquisition is restricted.      
Affordable the surviving entity, owns the patents formerly owned by             
Composite. The patents cover a construction material call "Z MIX".              
Z MIX is a building material lighter than concrete that can be used in          
home construction instead of concrete, lumber or dry wall.  The patented        
construction material is a lightweight cementitious insulating mixture          
with a high compression strength and thermal resistance values up to 30         
to 40 times that of standard concrete.  It is fire proof, insect proof,         
has excellent acoustical properties and is easy to clean up.  Z MIX can         
be used for wall and roof panels and can easily be pumped for walls and         
floors.  Z MIX makes a well-insulated cost effective floor that has a           
slight give to it. Z MIX is excellent for gymnasium floors.  This               
material is used for residential, light commercial and agricultural             
building.  The composition has the unique property of being able to             
absorb contaminated or hazardous materials, especially petroleum based          
contaminants and is especially useful in cleaning up and controlling            
contaminants in underground storage tanks, especially in abandoned or           
closed service stations.                                                        

Affordable also acquired the plans for a "World Home" and a "US Home"           
made from this material.  These plans have been certified by Larson             
Enginering, Inc. as earthquake resistant in all four seismic regions            
in the world.  Larson Engineering, Inc. also certified that houses              
built from these materials are able to withstand hurricane winds up             
to 150 mph.  The Company believes that use of Z MIX will permit it to           
construct lower cost housing at substantial less that the present cost          
for such hosing.  Z MIX can also be used in the manufacturing of                
utility poles, railroad ties and pallets with substantial savings in            
the manufacturing cost of these items.   The Company believes that              
the use of Z MIX will broaden its market and increase its                       
profitability.                                                                  

Big Mountain Construction Company, Inc. The Company acquired Big Mount          
ain onstruction Company, Inc. for $500,000 paid in restrictive common           
stock in the amount of 215,983 shares.  Big Mountain maintains a                
general contractor license and has the exclusive right to build out             
136 homes for Heartland Homes Estates, an affordable housing project            
near Tacoma, Washington.  Big Mountain's master appraisals are                  
generally $10,000 - $12,000 higher than the selling price.  This                
allows Big Mountain to feature 100% financing for their buyers,                 
including VA and FHA programs.  This feature will give Affordable               
Homes the ability to qualify more omebuyers and close more loans than           
their competition.  Big Mountain Construction has had a presence in             
the entry-level and one step-up housing market for over 20 years in             
the State of Washington.                                                        

Big Mountain's business is not seasonal although during some snow               
storms on-site construction generally does not take place unless                
indoors. The Company uses no special raw materials and the materials            
it does use are available from numerous suppliers throughout the                
United States.                                                                  

World Homes, Inc. (Affordable Homes of America, Inc.) has signed Joint          
Venture Agreements or strategic alliance agreements with the following          
companies:                                                                      

(a)        Tristar USA of LA, Inc. and Affordable Homes signed a five-          
year Joint Venture Agreement on June 22, 2000.  Tristar will act as the         
construction company and Affordable Homes will supply its proprietary           
Z MIX material for building affordable housing in Developing Nations,           
particularly in Nigeria.                                                        

(b)        AL NASR Trading & Industrial Corporation L.L.C. and                  
Affordable omes signed a three-year Joint Venture Agreement with a              
25-year optional extension, on August 17, 2000.  AL NASR is to provide          
a proposal for the establishment of a manufacturing plant for Z MIX             
in a Middle Eastern country and a working plan for at least four other          
countriesin the Middle Eastern / Northern Africa area.  Affordable              
Homes will provide its patented Z MIX material and its technical                
expertise in building affordable housing.                                       

(c)        Quadrant Resources Corporation and Affordable Homes signed           
a stategic alliance agreement for the purpose of expanding the sale             
of Affordable Homes' patented Z MIX material for home building and              
manufactured products.  Quadrant will bring to the Company funded               
transactions, saving time and money in the International Sales market.          

ITEM 2  PROPERTIES                                                              

The Company owns no properties.  The Company leases its offices located         
at 4505 W. Hacienda Ave.  Unit I-1, Las Vegas, Nevada 89118 at an annual        
rent of $7,680.00.  The property is leased on a month-to-month agreement.       

ITEM 3  LEGAL PROCEEDINGS                                                       
World Homes has begun legal proceedings against several defendants in           
regads to their alleged fraudulent representations concerning funding           
for the Company and contracts with World Homes, both of which it now            
believes were non-existent.  In separate actions, the Company has sued          
Euro Federal Bank NV, Gunter Helmut, The American Home Assurance                
Company, Michael Yang, Phoenix International Financial Services, North          
Atlantic Financial Services, Christian Zamora and William Fielding &            
Associates for their misconduct as regards to the Company's efforts to          
obtain $15,000,000 of debt financing in 1999 and 2000; and for their            
actions cncerning contracts to purchase $27,000,000 of the Company's            
product in 2000, the Company has sued Construction Associates LLC,              
Devon Crenshaw, The American Home Assurance Company, Liberty                    
Re-Insurance Corp., Michael Yang and Hans Klemmer.  The Company has             
alleged, among otherthings, the following causes of action against              
each named group of defendants:  Fraud, Civil Conspiracy, Unjust                
Enrichment, and Racketeering.                                                   

The Company also learned that it had been named in a legal action file          
d byan individual against an officer of the Company.  In that the law           
suit was initiated and the actions alleged occurred before the Company          
was formed, and in that the Company was not provided the opportunity            
to respond to any of the allegations, it feels the actions have no              
merit and that there will be no adverse effect on the Company.  In              
addition, the Company has taken steps to protect its interests by               
opposing said action, and by filing a lawsuit against the individual            
and herattorneys alleging, among other things, Fraud, Civil Conspiracy          
and Abuse of Process.                                                           

The Company has also begun proceedings against Capital General                  
Corporation, Krista Nielson and Sasha Belliston, alleging improper              
issuance of the Company's common stock at the time the Company merged           
with Kowtow, Inc.                                                               

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                     

No matter was submitted to the Company security holders for a vote              
during the period ending December 31, 2000.                                     

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

The Company's common stock traded on the NASD Over-the-Counter Bulletin         
Board under the symbol "AHOA" until October 12, 2000, after which it            
is trading under the symbol "WHME".  The stock has traded between               
$3.125 per share and $0.25 per share.  There are approximately 1268             
record holders of the Company's common stock.  The Company has not              
previously declared or paid any dividends on its common stock and               
does not anticipate declaring any dividends in the foreseeable future.          

ITEM 6  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND         
RESULTS OF OPERATION                                            

The following discussion and analysis of financial condition and                
results of operations of the Company should be read in conjunction with         
the Consolidated Financial Statements, including the corresponding              
footnotes, which is included within this report.  The following discus-         
sion contains certain forward-looking statements within the meaning of          
Securities Act of 1933 as amended, and Section 21E of the Securities            
and Exchange Act of 1934, as amended, which are not historical facts            
and involve risks and uncertainties that could cause actual results to          
differ materially from the results anticipated in those forward-looking         
statements.  These risks and uncertainties include, but are not limited         
to those set forth below and the risk factors described in the Company's        
other filings with the Securities and Exchange Commission.                      

World Homes, Inc, is a homebuilding and development company in the              
development stage focusing on building for low-income and first-time            
homebuyers.  The Company has and will continue to develop new building          
techniques and patented products that significantly reduce the overall          
cost and time, while maintaining or increasing the quality and                  
integrity of new home construction.  The Company's plan is to develop           
and build its World Home for sale outside the United States in develop-         
ing nations where there is an immediate need for permanent affordable           
shelter.The patented Z MIX material used in the World Home provides             
protection from natural elements ( hurricanes and earthquakes) and is           
fireproof.                                                                      

World Homes' immediate focus is to enter into licensing and/or joint            
venture affiliations in which it will supply its proprietary, patent-           
protected Z MIX material to established companies for use outside the           
United States in home construction and other applications such as               
railroad ties, utility poles and environmental remediation.  The                
Company believes this approach to be the fastest route for the pene-            
tration into the global marketplace.                                            

The Company projects that the revenues received from licensing Z MIX            
technology will be recognized by the Company without incurring the              
usual development and labor expenses associated construction projects.          

Results of Operations                                                           

Year ended December 31, 2000 vs. December 31, 1999                              

Revenues.  World Homes, Inc. is presently a development stage company.          
Accordingly, the Company has no revenues for the Quarter ended                  
December 31, 2000.  The Company has signed several joint ventures and           
agreements and projects significant revenues for the beginning of next          
fiscal year.Operation Expenses.  Operating expenses are comprised of            
General and Administrative Expenses which consists primarily of amor-           
tization of patent expense, professional fees, product development              
expense and office expense.Amortization expense amounted to $260,625            
during the periods ended December 31, 2000 and December 31, 1999.               
The patent is being amortized on a straight-line basis over the                 
remaining life of the patent (195 months as of the acquisition date,            
April 28, 1999).                                                                

Operating expenses decreased from $791,530 for the three months                 
ended December 31, 1999 to $554,669for the three months ended                   
December 31, 2000.                                                              

Net Loss.  As a result, our net loss increased from $235,782                    
to $178,774for the three months ended December 31, 2000 from                    
the three months ended December 31, 1999.                                       

Liquidity and Capital Resources                                                 

World Homes is currently a development stage company, however                   
management projects that during the next twelve months revenue                  
derived from one or more of the signed joint ventures, or the                   
proceeds from a private placement which is under negotiations should            
be sufficient to finance the Company's working capital and capital              
expenditures.                                                                   

Although World Homes believes that the revenues projected over the              
next twelve months will be significant, we are presently in negotia-            
tions for a private placement for immediate funds.  The Company is              
confident that with its product and technology, signed joint ventures           
and stronger balance sheet, that it will successfully complete a                
private placement.  In the event that the Company does not secure               
additional financing, the company has made provisions for working               
capital, for the next twelve months.                                            

ITEM 6A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK              

The Company has no market risk sensitive instruments or market risk             
exposures.                                                                      

ITEM 7 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                              

See Index to Financial Statements and Financial Statement Schedules             
attached to this Form 10-QSB.                                                   

ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING              
AND FINANCIAL DISCLOSURE                                          

Not Applicable                                                                  

ITEM 9 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                       

The following table shows the positions held by the Company's                   
officers and directors.  The directors were appointed and will serve            
until the next annual meeting of the Company's stockholders, and                
until their successors have been elected and have qualified.  The               
officers were appointed to their positions, and continue in such                
positions at the discretion of the directors.                                   

NAME                 AGE     POSITION                                           
Merle Ferguson       54      President, CEO and Chairman of the Board           
Michael Schulman     44      Chief Financial Officer                            
Susan Donohue        48      Secretary/Treasurer and Director                   

Merle Ferguson founded Affordable Homes of America, Inc. in 1997 and            
is the President, CEO and Chairman of the Board of Directors.  Prior            
to starting Affordable Homes Mr. Ferguson spent 22 years in the                 
construction industry as a developer and builder.  Mr. Ferguson built           
commercial and residential buildings in California, Oregon and                  
Washington.                                                                     

Mr. Ferguson attended Yakima Valley College in Washington State with            
a focus in forestry.  He honorably served his country with the United           
States Marine Corps from 1966 to 1970.  This included two tours in              
Vietnam.  For the past 7 years, Mr. Ferguson has been researching new           
construction products used to reduce deforestation.  Some of the                
construction methods under development by Affordable Homes of America           
use no timber products.                                                         

Susan Donohue is the Secretary/Treasurer and a Director of the Company.         
She was one of the two founders of Zawada Technologies, Inc.  At Zawada         
Technologies she worked directly with Joseph Zawada on the research of          
the Z MIX product.  Zawada Technologies merged with Composite                   
Industries, Inc.  Ms. Donohue joined Affordable Homes when Composite            
merged with Affordable Homes of America, Inc.   Ms. Donohue attended            
the University of Wisconsin at Stevens Point with a focus in sociology          
and psychology.  Ms. Donohue also attended Cardinal Stritch College of          
Madison, where she majored in Business Administration.                          

Michael Schulman joined Affordable Homes of America as Chief Financial          
Officer in June of 2000.  He previously served as CFO for two publicly-         
traded companies; FindWhat.com, a pay for position search engine and            
Gotham Apparel Corp., a women's apparel company.  Mr. Schulman also was         
a CFO for International Product Options Corp. and a Controller for one          
of the Avnet Companies.  Mr. Schulman received a Masters Degree in              
Finance and a Bachelor's Degree in Accounting from St. John's                   
University and brings over 20 years of financial experience to the              
position.                                                                       

ITEM 10  EXECUTIVE COMPENSATION                                                 

World Homes, Inc. does not currently pay salaries to its officers.              
Merle Ferguson and Susan Donohue are paid through business management           
services agreements with the Company.  The agreements that were signed          
on March 19, 1999 are for a period of five yeas.  Merle Ferguson is to          
be paid $150,000 per year and Susan Donohue is to be paid $60,000 per           
year.  The compensation is for services as directors and officers,              
specific senior roles, consulting services with regards to corporate            
operations and day-to-day duties and responsibilities of running the            
corporate office.                                                               

Michael Schulman, Chief Financial Officer has agreed to an annual               
compensation of $150,000 per annum effective July 1, 2000, and has              
received compensation to date in the form of an S-8 issuance of stock           
and cash.                                                                       

New management contracts are currently in negotiations for all                  
executive officers.                                                             

ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

The following table sets forth, as of December 31, 2000, information            
regarding the beneficial ownership of shares by each person known by            
the Company to own five percent or more of the outstanding shares, by           
each of the directors and by the officers and directors as a group.             

                                                        [Enlarge/Download Table]

                                                                                                
Title of class      Name and address of beneficial owner      Amount of         Percent of class
                                                          beneficial ownership                  

Common Stock        Merle Ferguson                            10,138,000             46.6%      
                    4505 W. Hacienda Ave.   # I-1                                               
                    Las Vegas,                                                                  
                    Nevada 89118                                                                

Common Stock        Susan Donohue                                675,000              3.1%      
                    4505 W. Hacienda Ave.#I-1                                                   
                    Las Vegas,                                                                  
                    Nevada 89118                                                                

Common Stock        Michael Schulman                             125,000              0.6%      
                    250 E. 87th St. Apt. 21E                                                    
                    New York, N.Y. 10128                                                        

All Officers as a Group and Directors                         10,938,000             50.3%      

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

The Company has entered into a consulting agreement with CS & S                 
Enterprise Inc. to provide general and technical building-related               
services,in the amount of $100,000 per year.  Merle                             
Ferguson is a director and shareholder of World Homes, Inc                      
and also owns 100% of the stock of CS & S Enterprises, Inc.                     

The President and Chief Executive Officer has from time                         
to time advanced funds to World Homes, Inc or to one of its                     
subsidiaries to assist with working capital requirements.                       
As of December 31, 2000 and 1999, such funds advanced to                        
the Company amounted to $443,699 and $341,154                                   
respectively.                                                                   

No officer, director, nominee for election as a director, or                    
associates of such officer, director or nominee is currently                    
in debt to the Company.                                                         

ITEM 13  EXHIBITS, LISTS AND REPORTS ON FORM 8-K                                

(a)         Exhibits                                                            

EXHIBIT                                                                         
NUMBER      DESCRIPTION                                                         
-------     -----------                                                         

27.0        Financial Data Schedule                                             

(b)   Reports on Form 8-K.                                                      

(i)Form 8-K Filed on 10-13-2000.                                      

Item no. 5-The company changed it name to                     
World Homes, Inc.                       

Item no. 6-Resignation of Registrant's directors;             
James Pratt resigns as Director.        

Item no. 7-Financial statements proforma and Exhibits;        
Company: Amendment to the Articles of   
Incorporation changing name to World    
Homes, Inc.                             

(ii)Form 8-K Filed on 2-5-2001.                                       

Item No. 5.- Other Events.                                

The Company hired Jon Nicolaisen as President and CEO as  
replacement to Merle Ferguson, who remains                
Chairman of the Board.                                    

The Company accepted the resignation of Michael           
Schulman as ChiefFinancial Officer and appointed          
Susan Donohue as interim CFO.                             

SIGNATURES                                                                      

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

WORLD HOMES, INC.                                                               

Date:  January 31, 2001        By: /s/ Merle Ferguson                           
            --------------
            Merle Ferguson
             President & CEO

Date:  January 31, 2001        By: /s/ Susan Donohue                            
              ----------------
           Susan Donohue
                 Secretary/Treasurer

WORLD HOMES,  INC. AND SUBSIDIARIES           
(a development stage company)           

CONSOLIDATED BALANCE SHEETS           

DECEMBER 31, 2000 and 1999            

                                                        [Enlarge/Download Table]

                                                                                     
ASSETS                                                          2000          1999   

Cash in banks                                          $           331     $   (2898)
Employee advances                                                    0             0 
Advances to Kampen and Associates, Inc.                              0       104,157 
Advances to Omega International, Inc.                                0       224,140 
Land and land development costs                                      0       760,577 
Capitalized costs                                                    0             0 
Capitalized interest expense                                         0             0 
Other assets                                                    52,858       239,131 
Deferred tax asset                                           2,262,655       496,638 
Machinery & equipment - at cost, less accumulated                                    
        depreciation of $87,984 and $62,217 as of                                    
        December 31, 2000 and 1999, respectively                81,210       100,909 

Patents - at cost, less accumulated amortization                                     
        of $1,737,500 and $695,000 as of December 31,                                
        2000 and 1999, respectively                         15,199,974    16,242,474 

Goodwill - net of accumulated amortization of $30,618                                
        and $10,206 as of December 31, 2000 and                                      
        1999, respectively                                     378,581       397,901 
                                                               -------       ------- 
        TOTAL ASSETS                                     $  17,975,609  $ 18,563,029 
                                                            ==========    ========== 

WORLD HOMES, INC. AND SUBSIDIARIES  
(a development stage company)   
CONSOLIDATED BALANCE SHEETS   
DECEMBER 31, 2000 and 1999    

                                                        [Enlarge/Download Table]

                                                                                          
LIABILITIES AND STOCKHOLDERS' EQUITY                                2000           1999   
LIABILITIES                                                      ---------     ---------- 
  Accounts payable                                           $      46,992    $    19,068 
  Accrued expenses                                                 185,650        358,132 
  Accrued interest payable                                               0        258,056 
  Notes payable                                                     35,167      1,869,004 
  Loans and advances from related parties                          365,174        326,545 
  Auto loan                                                         10,247              0 
  Deferred tax liability                                         5,302,835      5,722,037 
  Land purchase options                                                  0      3,400,000 
                                                                ---------      ---------- 
TOTAL LIABILITIES                                                5,946,065     11,952,842 
                                                                 =========     ========== 

COMMITMENTS AND CONTINGENCIES                                                             

STOCKHOLDERS' EQUITY                                                                      
      Convertible preferred stock class A ($.001 par value,                               
        5,000,000 shares authorized; 428,572 shares                                       
        issued and outstanding as of December 31, 2000                                    
        and 1999, respectively)                                  1,511,086      1,511,086 
      Convertible preferred stock class B ($.001 par value,                               
        5,000,000 shares authorized; no shares issued and                                 
        outstanding as of December 31, 2000 and 1999)                    0              0 
      Common stock ($.001 par value, 100,000,000                                          
        shares authorized, 21,737,896 shares and                                          
        18,549,402 shares issued and outstanding as of                                    
        December 31, 2000 and 1999, respectively)                   21,942         18,549 
  Additional paid-in capital                                    16,736,361     13,492,699 
  Officer loan receivable                                                0              0 
  Deficit accumulated during the development stage              (6,239,845)    (8,412,147)
                                                                ----------      ----------
        Total Stockholders' Equity                              12,029,544      6,610,187 
                                                                ----------     ---------- 
TOTAL LIABILITIES AND STOCKHOLDERS'                                                       
EQUITY                                                       $  17,975,609   $ 18,563,029 
                                                                ==========     ========== 

WORLD HOMES, INC. AND SUBSIDIARIES  
(a development stage company)   
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31, 2000

                                                                [Download Table]

                                                                              
                      Deficit                                                 
                      Convertible           Convertible         Common        
                      Preferred              Preferred           Stock        
                      Stock A                 Stock B       .001 Par Value    
                      Shares  Amount       Shares Amount     Shares  Amount   
                      -------------        -------------     --------------   
Opening balance                                                               
- October 1, 2000     428,572  $1,511,086     0    $  0   21,142,379   $21,142

Issuance of common                                                            
 stock for legal and                                                          
 consulting services                                                          
 rendered                                                    675,000       675

Payment to officer                                                            
  in lieu of salary                                          125,000       125
                      -------   ---------   ----  -----   ----------    ------

Closing balance                                                               
- December 31, 2000   428,572  $1,511,086      0   $  0   21,942,379   $21,942
                      =======   =========   ====  =====   ==========    ======

WORLD HOMES, INC. AND SUBSIDIARIES  
(a development stage company)   
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(continued)   
FOR THE THREE MONTHS ENDED DECEMBER 31, 1999

                                                                [Download Table]

                                                                               
                       Deficit                                                 
                       Convertible        Convertible       Common             
                       Preferred          Preferred         Stock              
                       Stock A            Stock B           .001 Par Value     
                       Shares    Amount   Shares   Amount   Shares      Amount 
                        -------------      -------------      --------------   
Opening balance                                                                
- October 1, 1999    428,572  $1,511,086  $0        $0     18,549,402   $18,549

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

Closing balance                                                                
- December 31, 1999  428,572  $1,511,086   0         0     18,549,402   $18,549
                     =======   =========  =====  ========  ==========   ====== 

WORLD HOMES, INC. AND SUBSIDIARIES  
(a development stage company)   

CONSOLIDATED STATEMENTS OF OPERATIONS   
DURING THE DEVELOPMENT STAGE    

  FOR THE THREE MONTHS ENDED  DECEMBER 31, 2000 and 1999

                                                                [Download Table]

                                                                            

                                                       2000         1999    
  General and Administrative expenses                                       
    Operating expenses                            $   280,625   $   517,493 
    Depreciation and amortization                     274,044       274,037 
                                                      -------     --------- 
      Total general and administrative expenses       554,669   $   791,530 
                                                      -------     --------- 
  (Loss) from operations                             (554,669)     (791,530)
    Other income and expense                          -------     --------- 
    Interest and other income                               0             7 
    Interest expense                                   (1,113)         (584)
    (Loss) on sale of land                                  0             0 
                                                      -------     --------- 
  Total other income and (expense)                     (1,113)         (577)
                                                      -------     --------- 
  Net (loss) before income taxes                     (555,782)     (792,107)
                                                      -------     --------- 
  Benefit for income taxes                            320,000       613,333 
                                                      -------     --------- 
         Net (loss)                              $   (235,782)  $  (178,774)
                                                      -------     --------- 

Net (loss) per common share                      $      (0.01)  $     (0.01)
                                                      -------     --------- 
Weighted average number of                                                  
 shares outstanding                                21,623,698    17,799,402 
                                                   ==========    ========== 

WORLD HOMES, INC. and SUBSIDIARIES
 (a development stage company)

 CONSOLIDATED STATEMENTS OF CASH FLOWS
   FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 and 1999

                                                                [Download Table]

                                                                             
                                                         2000         1999   
CASH FLOWS FROM OPERATING ACTIVITIES:                                        
Consolidated net (loss) from                                                 
   development stage operations                    $   (235,782)  $ (178,774)

ADJUSTMENTS TO RECONCILE NET LOSS                                            
FROM DEVELOPMENT STAGE OPERATIONS                                            
TO CASH USED IN OPERATING ACTIVITIES                                         
Depreciation and amortization                           274,044      274,037 
Benefit of deferred tax liability                       (86,550)     (86,550)
Loss on sale of land                                          0            0 
Stock issued for services                               224,500            0 
Reduction of officer loans as                                                
  repayment for services                                101,749            0 
 (Increase) decrease in assets:                                              
Employee and other advances                             (18,500)     (71,588)
Other receivables                                             0            0 
Capitalized costs                                       (64,186)           0 
Other assets                                           (143,718)    (239,131)
Deferred tax asset                                     (780,380)    (280,029)
Increase (decrease) in liabilities:                                          
Accounts payable                                         (9,212)       7,917 
Accrued expenses                                        (84,798)         735 
Accrued interest payable                                      0       32,274 
Total Adjustments                                        42,123        8,064 
Net cash provided by (used in) operations              (822,833)      (7,400)

CASH FLOWS FROM INVESTING ACTIVITIES:                                        
Equipment acquisitions                                        0            0 
Net cash (used in) investing activities                       0            0 

        Subtotal                                       (219,424)      (7,400)

F - 6                                                                        

CASH FLOWS FROM FINANCING ACTIVITIES:                                        
Advances from related parties                            78,525       14,609 
Repayment of officer loans                               27,100            0 
Repayments of loans                                           0            0 
Payments towards land purchase option                         0            0 

Net cash from financing activities                      105,625       14,609 

Net Increase (decrease) in Cash in banks                (69,649)     (16,334)

Cash in banks - Beginning of period                      32,095       13,436 

Cash in banks - End of period                       $       331    $   (2898)

Supplemental Disclosure of cash flow information:                            

Cash Paid During the Year for:                                               
         Interest expense                           $     1,113    $     577 

         Income taxes                               $         0    $         


   NON-CASH INVESTING AND FINANCING TRANSACTIONS

On July 21, 1999, Affordable issued 300,000 shares of common stock              
valued at $318,000 in connection with investment banking services.              

During the three months ended September 30, 1999, Affordable issued             
1,000,00 shares of common stock valued at $1,170,000 to various                 
individuals for legal and consulting services performed.                        

During the three months ended September 30, 2000, Affordable issued             
425,000 shares of common stock valued at $185,725 for legal and                 
consulting services performed.                                                  

On May 25, 2000, Affordable issued 327,511 shares of common stock               
valued a $191,749 to an officer of the company to pay specific company          
expenses.  Accordingly, an officer loan receivable was recorded for             
$191,749 and was reflected as a reduction of stockholders' equity at            
June 30, 2000.   An additional 300,000 shares valued at $131,000 was            
issued to the officer during the quarter ended September 30, 2000.              
During this quarter, the $163,000 was repaid to the company.  The loan          
was also reduced by an additional $31,000 in exchange for services.             

During the three months ended December 31, 2000, World Homes issued 67          
5,00 shares of common stock valued at $184,500 to various individuals           
for legal and consulting services performed and 125,000 shares of               
common stock valued at $40,000 to an officer of the Company in lieu             
of salary. During this quarter, $27,100 was repaid to the company and           
an officer loan was reduced by an additional  $101,749  in exchange             
for services.                                                                   

    WORLD HOMES, INC. and SUBSIDIARIES
   (a development stage company)

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  DECEMBER 31, 2000 and 1999

NOTE 1 - General and Summary of Significant Accounting Policies                 

(A)        - Nature of Business                                                 

Affordable Homes of America, Inc. (Affordable-Nevada), was incorporated         
under the laws of the state of Nevada on February 10, 1997.  On March           
17, 1999, Affordable-Nevada was merged into Kowtow, Inc., a non-operat-         
ing public shell corporation, through exchange of 80% of the issued and         
outstanding shares of Kowtow's common stock for 100% of the outstanding         
common stock of Affordable.  Kowtow, a Utah corporation, was incor-             
porated on March 7, 1986.  Kowtow's legal name was changed to Afford-           
able Homes of America, Inc.,  (Affordable).  The acquisition is                 
considered to be a capital transaction, in substance equivalent to the          
issuance of stock by Affordable-Nevada for the net monetary assets of           
Kowtow, accompanied by a re-capitalization of Affordable.  Common stock         
and additional paid-in capital have been restated to reflect the re-            
capitalization for all periods presented.  Affordable Homes of America,         
Inc.'s legal name was changed to World Homes, Inc. on October 12, 2000.         

World Homes, (formerly Affordable Homes) is a development stage company         
prmarily in the business of  land development and the construction of           
residential houses.  In addition, on April 15, 1999, Composite Indus-           
tries, Inc. (Composite) was merged into Affordable.  Composite, also a          
development stage company, was in the process of developing and commer-         
cializing a compound to be used in the construction process referred            
to as Z-MIX asmore fully described in Note 2.                                   

World Home's operations include its wholly owned subsidiary Big                 
Mountain Cnstruction Company, Inc. which is a general building con-             
tractor. During the quarter ended September 30, 1999, Affordable's              
operations also included Kampen associates, Inc., M.P. Hall Enterprises,        
Inc. and Realty Center, Inc.  Operations for those three subsidiaries           
terminated during the quarter with the preferred stock issued to M.P.           
Hall and Realty Center, Inc. rescinded.                                         

World Home's corporate headquarters are located in Las Vegas, Nevada.           

(B)        - Consolidated Net (Loss) per Common Share                           

Consolidated net (loss) per common share is computed on the basis of            
the wighted average number of common shares and equivalents outstanding         
during the period.  The weighted average number of shares of common             
stock outstanding was used to compute basic loss per share for the per          
iods from December 31, 2000 and 1999.                                           

(C)        - Cash and Cash Equivalents                                          

World Homes considers all highly liquid debt instruments purchased              
with maurities of 90 days or less to be cash equivalents for financial          
statement purposes.                                                             

(D)        - Income Taxes                                                       

No income taxes were provided during each of the fiscal years presented         
since Affordable incurred losses during the development stage.  Nor-            
mally, taxes are provided on all revenue and expense items included in          
the Consolidated Statements of Operations, regardless of the period in          
which such items are recognized for income tax purposes, except for             
items representing a permanent difference between pretax accounting             
income and taxable income.                                                      

(E)        - Depreciation                                                       

World Homes depreciates equipment, vehicles and machinery on a straight-        
lie basis over five to seven years for financial reporting purposes.            

(F)        - Patents                                                            

World Homes amortizes its patent rights from the date of acquisition on         
a straight-line basis over its remaining life of 16 years.                      

(G)        - Use of Estimates                                                   

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

(H)        - Basis of Presentation                                              

The accompanying consolidated balance sheets and related statements of          
opertions during the development stage, stockholders' equity and cash           
flows includes the accounts of World Homes, Inc., Kampen and Associate          
s, Inc., Big Mountain Construction Company, Inc., Realty Center, Inc.           
and Composite Industries of America, Inc. as of December 31, 1999 and           
for the three months then ended. Significant inter-company transaction          
s or balances have been eliminated.  The financial statements include           
the operations of World Homes and Big Mountain only for the three               
months ended December 31, 2000.                                                 

Note 2 - Patent                                                                 

Acquisition                                                                     

On April 28, 1999 Affordable acquired Composite Industries of America,          
Inc. for 6,514,270 shares of Common Stock of Affordable valued at               
$2.69 pe share or $17,523,386.  Composite Industries of America,                
Inc.'s most significant asset was a patent covering the construction            
material  "Z-MIX".  Z-MIX is a cementitious building material that can          
be used in a two-step construction method instead of cement, drywall            
or lumber. Affordable believes Z-MIX will enable it to build a better           
quality home at a lower price than if other building products were              
used.  Management assigned a net value of $17,198,099 to the patent             
based upon the fair arket value (the average of the closing stock               
prices of Affordable's common stock two days prior to and two days              
after the acquisition date) of Affordable's common stock issued to              
acquire Composite.   The gross value resulting from the application of          
the average fair market value less the value of all other assets ac-            
quired was discounted by 25% in recognition of the restricted nature            
of the stock issued as well as the fact that the common stock was               
thinly traded during the period encompassing the acquisition date.              

On June 12, 2000, Affordable signed a joint venture agreement with a            
major construction contractor to build affordable homes utilizing               
Z-MIX, with gross revenues projected to be in excess of  $250,000,000.          
Management believes that it is appropriate to continue to carry the             
original cost of the patent at June 30, 2000 because the signing of             
the long-term contract demonstrates the patent's immediate commercial           
viability.  Furthermore, management believes that the expected future           
cash flows on the long-term contracts will alone support the carrying           
value of the patent.  The patent is being amortized on a straight-line          
basis over the remaining life of the patent (195 months as of the               
acquisition date). Amortization expense amounted to $1,042,500 and              
$173,750 during the years ended June 30, 2000 and 1999 respectively.            

Restatement                                                                     

During the fiscal year ended June 30, 1999, Affordable originally               
recorded the patent at the accumulated out-of-pocket costs incurred by          
Composite to secure the patent ($394,313). That cost basis was subse-           
quently deemed to be incorrect as there was crucial information about           
the legal form of the transaction that was not disclosed until the              
current year and which mandated a different accounting treatment.               
Specifically, it was originally reported that Composite Industries              
merged into Affordable.  In fact, Affordable acquired Composite by              
issuing 6,514,270 shares of its stock to acquire all of the shares of           
Composite Industries ten merged.  Affordable's stock issued to the              
shareholders of Composite for the acquisition of the patent was valued          
at $17,198,099.  Management believes that in light of the new informa-          
tion and the resulting accounting ramifications that a revision was             
required in the financial statements.                                           

For accounting purposes, the upward adjustment of the carrying value            
of the patent is being reflected as a testatement of financial statemen         
ts as of June 30, 2000 and 1999.  The net increase in the acquisition           
value of thepatent was recorded as an increase to paid-in capital net           
of deferred tax liabilities and amortization expense for 1999 was               
increased by $134,319 as a result of the higher cost basis.                     

NOTE 3  -  Officer loan receivable                                              

On May 25, 2000, the company issued 327,511 shares of common stock              
valued t $191,749 to an officer of the company as nominee for the pur-          
pose of selling the shares on the open market and using the proceeds            
to pay specific company expenses.  Since the common stock was issued            
in the officer's name, the officer has a liability to the company for           
the value of the shares at the date of issuance.  Accordingly, an               
officer loan receivable was recorded for $191,749 and was  reflected            
as a reduction of stockholders' equity at June 30, 2000.   An                   
additional 300,000shares valued at $131,000 was issued to the officer           
during the quarterende September 30, 2000.  During this quarter, the            
$163,000 was repaid to the company and the loan was reduced by an               
additional $31,000 for in exchange for services.  During the quarter            
ended December 31, 2000, $27,100 was repaid to the company and the              
loan was reduced by an additional $101,749 in exchange for services,            
settling the loan receivable in full.                                           

Note 4 - Acquisition of Subsidiaries                                            

Kampen and Associates, Inc. - Effective April 14, 1999, Affordable              
purchased 100% of the common stock of Kampen and Associates, Inc. for           
428,572 convertible Class A preferred shares of Affordable valued at            
$3.53 per share for a total purchase price of $1,511,086.  The cost             
basis of the net assets acquired was increased by $1,511,086 to                 
reflect the purchase price of the company.  The acquisition was                 
treated as a purchase for financial reporting purposes.  No goodwill            
was recognized in the transaction.  The inability of Affordable to              
maintain current payments for the land purchase options caused                  
Affordable to abandon its entire investment in Kampen during the                
fiscal year ended June 20, 2000.                                                

Composite Industries, Inc. - Composite Industries was acquired by               
Affordable under an agreement dated April 15, 1999 and immediately              
merged into Affordable.  The agreement called for the conversion of             
100% of the issued and outstanding shares of Composite in exchange for          
Affordable common stock at the rate of two shares of Composite for              
each share of Affordable.  As of the effective date, there were                 
13,028,539 common shares Composite outstanding.  The acquisition was            
treated as a purchase for financial reporting purposes.                         

M.P. Hall Enterprises, Inc. - On April 27, 1999, Affordable acquired            
100% f M.P. Hall's common stock in exchange for 100,000 shares of               
preferred B stock for a total purchase price of $550,000.  M.P. Hall's          
assets consisted of land and development costs incurred to build a              
motel in Washington State.  The acquisition was treated as a purchase           
for financial reporting purposes. No goodwill was recognized in the             
transaction.  Affordable rescinded thetransaction during the year               
ended June 30, 2000.                                                            

Big Mountain Construction Company, Inc. - Effective June 28, 1999,              
Affordale purchased 100% of the common and preferred stock of Big               
Mountain Construction Company, Inc. for 215,983 restrictive common              
shares of Affordable valued at $2.43 per share for a total purchase             
price of $525,120. The acquisition was treated as a purchase for                
financial reporting purposes.  Goodwill in the amount of $408,197 was           
recognized in the transaction.  Goodwill is amortized on the straight-          
line basis over twenty years commencing July 1, 1999.                           

Realty Center, Inc. - Effective June 28, 1999, Affordable purchased             
100% of the common stock of Realty Center, Inc. for 114,286 convertible         
Class A preferred shares of Affordable valued at $3.50 per share for a          
total purchase price of $400,000.  Realty Center's assets consisted of          
a 25% joint venture interest in a real estate development project know          
n as Heartland Homes.  Further, Affordable acquired an additional 25%           
interest in Heartland Homes directly by issuing an additional 114,286           
shares of convertible Class A preferred stock.  Immediately after               
Affordable's acquisition of Realty Center, Affordable transferred it's          
25% in Iterest in Heartland into Realty Center. The acquisition was             
treated as a purchase for financial reporting purposes. No goodwill             
was recognized in the transaction. When the anticipated financing from          
Eurofederal Bank, NV failed to materialize, (see Note 15) Affordable            
decided that it was in the best interest of all parties to rescind the          
transaction during the year ended June 30, 2000.                                

Note 5 - Commitments and contingencies                                          

During the year ended June 30, 2000, Affordable issued 45,000,000               
shares of common stock to Eurofederal Bank, NV as collateral on an              
anticipated loan and financing agreement.  Funds were in fact not               
extended toAffordable andthe stock certificates were stopped.                   
Eurofederal Bank has stated that it destroyed the shares.  The transfer         
agent has cancelled these shares in total. A law suit has been filed            
by the company.                                                                 

Note 6 - Machinery and Equipment                                                

Depreciation expense was incurred for the three months ended December           
31, 2000 and 1999 respectively, and is included in general and adminis-         
trative expense.                                                                

NOTE 7 - Income Taxes                                                           

World Homes accounts for income taxes on the liability method, as               
provided by Statement of Financial Accounting Standards 109,                    
Accounting for Income Taxes (SFAS 109).                                         

The only differing method of reporting income for tax purposes as               
compared to financial reporting purposes was in connection with the             
acquisition of patent rights for common stock.   As there are no state          
income taxes to be considered, the income tax provision is computed at          
the federal statutory rate of 34%.                                              

The valuation allowance provided for the periods are based on                   
management's valuation of the likelihood of realization.  Management            
has concluded that the income tax benefit provided in the Statements            
of Operations during the Development Stage be limited to the amount of          
benefit accreted by the amount of deferred liability in connection with         
the non-deductible portion of the amortized patent since no other               
future benefit can be assured. World Homes incurred net operating               
losses for financial reporting purposes through December 31, 2000               
available to offset future income for financial reporting purposes              
expiring in 2021.                                                               

NOTE 8 - Loans and Notes Payable                                                

The following schedule summarizes loans and notes payable by subsidiary         
as of June 30, 1999 and 2000:                                                   

                                                                [Download Table]

                                                                             
                                                         2000          1999  

Big Mountain Construction Company, Inc.                                      
$33,000 equipment loan dated May 20, 1999                                    
secured by excavating equipment payable at $1,664                            
per month including interest at 20.9% per annum                              
with the final installment due on May 20, 2001          10,167         19,512

A promissory note will be issued, with down                                  
payment received of $25,000. An additional                                   
amount $100,000 will be included in the next                                 
filing, when received                                   25,000            0  
                                                        ------         ------


NOTE 9 - Related Party Transactions                                             

The Company entered into consulting agreements with certain members of          
the ompany's Board of Directors and stockholders to provide services            
on various strategic and business issues.  Total fees paid for such             
services by the Company either in stock or cash during each of the              
three months ended December 31, 2000 and 1999 amounted to $224,500 and          
$0 and are included in General and Administrative fees in the statement         
of operations.                                                                  

Management believes the transactions were at arm's length.                      

The President and Chief Executive Officer has from time to time                 
advanced funds to World Homes (Affordable) or one of its subsidiaries           
to assist with working capital requirements.  As of December 31, 2000           
and 1999, such funds advanced to the company amounted to $363,674 and           
301,545 respectively.    In addition, the joint venture construction            
project known as Heartland Homes advanced $14,500 to Big Mountain               
Construction Company, Inc.  These advances are non-interest bearing             
and are short-term in nature.                                                   

NOTE 10 -  Industry Segment Information                                         

With the consolidation of operations and abandonment of certain assets,         
maagement has determined that there are no major business segments in           
that the company's operations are all related to the building and con-          
struction industry.  Accordingly, no such operations are reported.              

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM             
THE COMPANY'S BALANCE SHEET AND STATEMENT OF OPERATIONS FOR QUARTER             
ENDING DECEMBER 31, 2000                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10QSB/A’ Filing		Date		Other Filings
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