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Sunrise Solar Corp – ‘SB-2/A’ on 7/31/01

On: Tuesday, 7/31/01, at 5:33pm ET · Accession #: 1122125-1-500033 · File #: 333-45210

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/31/01  Sunrise Solar Corp                SB-2/A                 1:147K                                   Orsini & Rose Law… Pa/FA

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Supreme Hospitality SB-2/A Eighth                     49    371K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Available Information Cash Dividends Certain Relationships and Related Transactions Changes in and Disagreements With Accountants Common Stock Conversion Rights Demographics Description of Business Description of Property Description of Securities Determination of Offering Price Dilution Directors, Executive Officers, Promoters and Control Persons Disclosure Regarding Forward-Looking Statements Executive Compensation Financial Statements Ii. Risks Related to This Offering Independent Auditors' Report Interest of Named Experts and Counsel I. Risks Related to Supreme Hospitality Legal Proceedings Liquidation Preference Litigation Management's Discussion and Analysis and Plan of Operations Market for Common Equity and Related Stockholder Matters Non-Cumulative Voting Organization Within Last Five Years Our Business Overview Part I Penny Stock Regulation Plan of Distribution Preferred Stock Pre-Merger Capital (Deficit) Primary Offering, The Prospectus Reports Results of Operations Risk Factors Security Ownership of Certain Beneficial Owners and Management Selling Security Holder Offering, The Selling Security Holders The Primary Offering The Selling Security Holder Offering Use of Proceeds Voting Rights
1	1st Page - Filing Submission
3	Part I
"	Prospectus
6	Our Business
"	The Primary Offering
"	The Selling Security Holder Offering
8	Risk Factors
"	I. Risks Related to Supreme Hospitality
9	Ii. Risks Related to This Offering
10	Disclosure Regarding Forward-Looking Statements
"	Use of Proceeds
"	Determination of Offering Price
11	Dilution
"	Selling Security Holders
17	Plan of Distribution
19	Legal Proceedings
"	Directors, Executive Officers, Promoters and Control Persons
"	Security Ownership of Certain Beneficial Owners and Management
20	Description of Securities
"	Common Stock
"	Non-Cumulative Voting
21	Cash Dividends
"	Reports
"	Preferred Stock
"	Liquidation Preference
"	Voting Rights
"	Conversion Rights
"	Litigation
"	Penny Stock Regulation
22	Interest of Named Experts and Counsel
23	Organization Within Last Five Years
24	Description of Business
25	Available Information
"	Management's Discussion and Analysis and Plan of Operations
"	Overview
26	Results of Operations
27	Description of Property
28	Demographics
29	Certain Relationships and Related Transactions
30	Market for Common Equity and Related Stockholder Matters
31	Executive Compensation
"	Financial Statements
32	Independent Auditors' Report
34	Pre-Merger Capital (Deficit)
44	Changes in and Disagreements With Accountants

SB-2/A 1st Page of 49 TOC ↑Top Previous Next ↓Bottom Just 1st
 
As  filed  with  the  Securities  and  Exchange   Commission  on  July 30,  2001
Registration No. 333-45210                                                      

U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM SB-2/A
 AMENDMENT NO. 8

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 SUPREME HOSPITALITY
(Name of small business issuer in its charter)

       Nevada                          9995                       88-0460457
-------------------------------- ---------------------------- ------------------
(State or other jurisdiction of  (Primary Standard Industrial  (I.R.S. Employer 
Incorporation or Organization)   Classification Code Number)    Identification  
                                                       Number)

    41919 Skywood Drive, Temecula, California 92591             (909) 506-3435
--------------------------------------------------------------------------------
       (Address of principal executive offices)                 Telephone Number

Nevada Legal Forms & Books, Inc.
 3020 W. Charleston Blvd., Las Vegas, NV 89102
(Name, address and phone number for agent for service)

Copies of all communications to:
Orsini & Rose Law Firm, P.A.
 5340 Central Avenue
St. Petersburg, FL 33707
 Telephone: (727) 323-9633
 Facsimile: (727) 328-2691

Approximate  date of proposed sale to the public:  As soon as practicable  after
the effective date of this Registration Statement.                              

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]                               

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]                                                      

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering [ ]                                                       

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [x]                                             

SB-2/A 2nd Page of 49 TOC 1st Previous Next ↓Bottom Just 2nd
                                                                [Download Table]



--------------------------------------------------------------------------------
-------------------------------                                                 
                                     CALCULATION OF REGISTRATION FEE            
---------------------------  ---------------------- -----------------------     
------------------ ----------------                                             
                                                                                
                                                                                

Title of each                Proposed               Proposed                    
Dollar             Amount of                                                    
class of securities          maximum offering       maximum aggregate           
amount to          registration                                                 
to be registered             price per unit         offering price          be  
registered      fee                                                             
---------------------------  ---------------------- -----------------------     
------------------ ----------------                                             
1,000,000 preferred shares    $6.30                 $6,300,000                  
$6,300,000         $1,663.20 [1]                                                
3,756,000 common shares [2]                                                     
1,040,000 common shares [3]   .0001                 $104                    $104
              $5 [1]                                                            

[1]  Estimated  solely for purposes of calculating  the  registration  fee under
Rule 457(c).                                                          
[2]  To be offered with conversion of our Preferred Stock and accrued  dividends
to our common stock.                                                  
[3]  Common shares of selling security  holders.  There is no current market for
     the  securities  and the  price at which  the  shares  held by the  selling
     security  holders will be sold is unknown.  Pursuant to Rule  457(f)(2) the
     registration  fee is based  upon the par value,  $.0001  per share,  of the
registrant's common stock.                                            

REGISTRANT  HEREBY  AMENDS  THIS  REGISTRATION  STATEMENT  ON  DATES  AS  MAY BE
NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE A FURTHER
AMENDMENT  WHICH  SPECIFICALLY  STATES THAT THIS  REGISTRATION  STATEMENT  SHALL
THEREAFTER  BECOME  EFFECTIVE IN ACCORDANCE  WITH SECTION 8(a) OF THE SECURITIES
ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES
AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.               

                                                                               2

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PART I

PROSPECTUS                                                                      

Supreme Hospitality                                                             
Offering is for 1,000,000 shares of preferred stock.                            

We are offering up to a total of 1,000,000  shares of 10% convertible  preferred
stock at $6.30 per  share.  The  shares  are being  offered  for a period not to
exceed two years.  There is no minimum amount of preferred  stock required to be
sold in the offering. There is no escrow fund.                                  

This  prospectus also covers  3,000,000  shares of our common stock reserved for
issuance upon exercise of the right to convert the preferred  shares at any time
after twelve  months,  to common  shares.  It also covers  756,000 shares of our
common stock to be used to pay interest to holders of the preferred shares.     

This  prospectus  relates  to the offer and sale of  1,040,000  shares of common
stock of  Supreme  Hospitality,  par value  $.0001 per  share,  by 341  security
holders.                                                                        

Supreme Hospitality is not listed or trading with any securities exchange.      

THE  SECURITIES  OFFERED IN THIS  PROSPECTUS  INVOLVE A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS"
BEGINNING ON PAGE 8 OF THIS PROSPECTUS.                                         

                                                                [Download Table]

                                                                              

Number of Preferred Shares   Price to Public  Broker Commission  Net proceeds 
after Commission                                                              
                                                                 To Us        
---------------------------- ---------------- ------------------              
-----------------------------                                                 
1 share                      $6.30            $.63               $5.67        
Maximum 1,000,000 shares     $6,300,000.00    $630,000.00        $5,670,000.00
---------------------------- ---------------- ------------------              
-----------------------------                                                 

We currently have no arrangements  with  underwriters or  broker-dealers to sell
our shares.                                                                     

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

The date of this prospectus is ____________________.                            

                                                                               3

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                                                                [Download Table]



                                TABLE OF CONTENTS                               

             To jump to a section, double-click on the section name.            
                                                                                
                                                                                

PART                                                                            
I...............................................................................
 ............3                                                                  

PROSPECTUS......................................................................
 ..............3                                                                
   SUMMARY INFORMATION AND RISK                                                 
FACTORS..........................................................6              
    OUR                                                                         
BUSINESS........................................................................
 .........6                                                                     

    THE PRIMARY                                                                 
OFFERING........................................................................
 .6                                                                             

    THE SELLING SECURITY HOLDER                                                 
OFFERING.........................................................6              

   RISK                                                                         
FACTORS.........................................................................
 .........8                                                                     
    I.  RISKS RELATED TO SUPREME                                                
HOSPITALITY.....................................................8               

    II.  RISKS RELATED TO THIS                                                  
OFFERING..........................................................9             

   DISCLOSURE REGARDING FORWARD-LOOKING                                         
STATEMENTS..............................................10                      

   USE OF                                                                       
PROCEEDS........................................................................
 ......10                                                                       

   DETERMINATION OF OFFERING                                                    
PRICE..............................................................10           

DILUTION........................................................................
 .............11                                                                
   SELLING SECURITY                                                             
HOLDERS.....................................................................11  
   PLAN OF                                                                      
DISTRIBUTION....................................................................
 .....17                                                                        
   LEGAL                                                                        
PROCEEDINGS.....................................................................
 .......19                                                                      
   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL                         
PERSONS.................................19                                      
   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                          
MANAGEMENT...............................19                                     
   DESCRIPTION OF                                                               
SECURITIES....................................................................20
    COMMON                                                                      
STOCK...........................................................................
 .....20                                                                        

    NON-CUMULATIVE                                                              
VOTING.......................................................................20 

    CASH                                                                        
DIVIDENDS.......................................................................
 .......20                                                                      

REPORTS.........................................................................
 ............21                                                                 

    PREFERRED                                                                   
STOCK...........................................................................
 ..21                                                                           

    LIQUIDATION                                                                 
PREFERENCE......................................................................
21                                                                              

    VOTING                                                                      
RIGHTS..........................................................................
 .....21                                                                        

    CONVERSION                                                                  
RIGHTS..........................................................................
 .21                                                                            

LITIGATION......................................................................
 ............21                                                                 

    PENNY STOCK                                                                 
REGULATION......................................................................
21                                                                              

   INTEREST OF NAMED EXPERTS AND                                                
COUNSEL........................................................22               
   DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT      
LIABILITIES..........22                                                         
   ORGANIZATION WITHIN LAST FIVE                                                
YEARS..........................................................23               
   DESCRIPTION OF                                                               
BUSINESS......................................................................24

   AVAILABLE                                                                    
INFORMATION.....................................................................
 ...25                                                                          
   MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF                             
OPERATIONS..................................25                                  

OVERVIEW........................................................................
 ............25                                                                 

    RESULTS OF                                                                  
OPERATIONS......................................................................
 .26                                                                            

   DESCRIPTION OF                                                               
PROPERTY......................................................................27

DEMOGRAPHICS....................................................................
 .............28                                                                
   CERTAIN RELATIONSHIPS AND RELATED                                            
TRANSACTIONS...............................................29                   
   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER                             
MATTERS.....................................30                                  
   EXECUTIVE                                                                    
COMPENSATION....................................................................
 ...31                                                                          
   FINANCIAL                                                                    
STATEMENTS......................................................................
 ...31                                                                          
    INDEPENDENT AUDITORS'                                                       
REPORT................................................................32        

   CONSOLIDATED BALANCE                                                         
SHEETS..................................................................33      

   CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY                                
(DEFICIT)......................................34                               
   CONSOLIDATED STATEMENTS OF                                                   
OPERATIONS........................................................35            

                                                                               4

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   CONSOLIDATED STATEMENT OF CASH                                               
FLOWS.........................................................36                
   WEIGHTED AVERAGE NUMBER OF SHARES                                            
OUTSTANDING................................................37                   
   NOTES TO CONSOLIDATED FINANCIAL                                              
STATEMENTS...................................................38                 
   CHANGES IN AND DISAGREEMENTS WITH                                            
ACCOUNTANTS................................................44                   


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SUMMARY INFORMATION AND RISK FACTORS.                                           

This summary highlights important  information about our business and about this
offering.  Because it is a summary,  it doesn't  contain all the information you
should consider before  investing in the common stock. So please read the entire
prospectus.                                                                     

OUR BUSINESS                                                                    

Our administrative office is located 41919 Skywood Drive,  Temecula,  California
92591,  phone numbers voice (909) 506-3435.  Our registered  statutory office is
located at Nevada  Legal Forms & Books,  Inc.,  3020 W.  Charleston  Blvd.,  Las
Vegas,  NV  89102.  Our  fiscal  year  end  is  December  31.  We  are a  Nevada
C-corporation.                                                                  

Supreme  Hospitality  is in the  hospitality,  hotel,  business  catering to the
business,  leisure and vacation traveler. On April 30, 2000, Supreme Hospitality
acquired Temecula Valley Inn as a wholly owned  subsidiary.  Temecula Valley Inn
is located in the Temecula Valley in Southern California between Los Angeles and
San Diego.  It is one of the premier  hotel  properties  in the  valley.  Though
cyclical in nature,  Temecula  Valley Inn's  occupancy  rates have  continued to
grow.                                                                           

THE PRIMARY OFFERING                                                            

Preferred Shares                                                                

     o    We are offering up to 1,000,000 shares of convertible preferred stock,
par value $0.0001.                                          

     o    The preferred  shares are  convertible,  one preferred share for three
          common   shares  any  time  after   twelve   months  of  purchase  and
automatically on its thirty-six month anniversary.          

o    The preferred shares are being offered at $6.30 per share.       

     o    We are  offering the  preferred  shares for a period not to exceed two
years.                                                      

     o    We  will  use  the  proceeds  to fund  Supreme  Hospitality's  plan of
operation.                                                  

o    There are no preferred shares outstanding prior to the offering. 

     o    1,000,000 preferred shares would be outstanding if we sale 100% of the
offering.                                                   

We will be  required  to retain  broker-dealers  to sell our  shares in  certain
states.  We  anticipate  that we will be  required to pay  broker-dealers  sales
commissions averaging 8%, although we reserve the right to pay sales commissions
up to 10%. In no event will our sales  commission  expenses  combined with other
offering  expenses exceed 20% of the gross proceeds of this offering.  The chart
used  on the  prospectus  cover  page  assumes  that  all  shares  are  sold  by
broker-dealers at a maximum commission of 10%. It is anticipated that not all of
the shares will be sold by a broker-dealer.  Accordingly, the net proceeds to us
may be higher than indicated in this chart.                                     

THE SELLING SECURITY HOLDER OFFERING                                            

     o    This prospectus relates to the registration of 1,040,000 common shares
          for sale of the  securities  held by 341  security  holders of Supreme
Hospitality.                                                

     o    These  security  holders will be able to sell their shares on terms to
          be determined at the time of sale, directly or through agents, dealers
or representatives to be designated from time to time.      

     o    Supreme Hospitality will not receive any proceeds from the sale of the
securities by the selling security holders.                 

The shares will become  tradable on the effective date of this  prospectus.  The
selling security holders will receive the proceeds from the sale of their shares
and Supreme  Hospitality  will not receive any of the proceeds  from such sales.
The  selling  security   holders,   directly  or  through  agents,   dealers  or
representatives  to be  designated  from time to time,  may sell their shares on
terms  to be  determined  at the time of sale.  See  Plan of  Distribution.  The

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selling security holders reserve the sole right to accept or reject, in whole or
in part, any proposed purchase of the shares being offered for sale.            

                                                                               7

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RISK FACTORS                                                                    

THE UNITS BEING OFFERED HEREIN ARE HIGHLY  SPECULATIVE AND INVOLVE A HIGH DEGREE
OF RISK.  BEFORE  MAKING  AN  INVESTMENT  IN  SUPREME  HOSPITALITY,  PROSPECTIVE
INVESTORS  SHOULD GIVE CAREFUL  ATTENTION TO THE FOLLOWING RISK FACTORS INHERENT
IN AND AFFECTING THE BUSINESS OF SUPREME HOSPITALITY.                           

I.  RISKS RELATED TO SUPREME HOSPITALITY                                        

1. SUPREME HOSPITALITY HAS A LIMITED OPERATING HISTORY AND THEREFORE, EVALUATING
FUTURE PERFORMANCE AND THIS PROSPECTUS IS DIFFICULT.                            

Supreme  Hospitality was formed on October 30, 1997 and acquired Temecula Valley
Inn as its first operating  hotel on April 30,2000.  Prior to its acquisition by
Supreme Hospitality, Temecula Valley Inn was constructed and opened for business
in 1998.  Because of its limited  operating  history,  it will be  difficult  to
predict or evaluate future profitability of Supreme Hospitality.                

2. SUPREME HOSPITALITY HAS INCURRED OPERATING LOSSES AND COULD CONTINUE TO DO SO
WHICH WOULD RESULT IN LITTLE OR NO FUTURE DIVIDENDS TO SHAREHOLDERS:            

Supreme  Hospitality has incurred net losses and experienced  negative cash flow
during its two-year operating history.  It could continue to incur losses in the
future and  result in little or no  dividends  to  shareholders.  See  financial
information.                                                                    

3. SUPREME HOSPITALITY MAY NOT BE ABLE TO COMPETE WITH LARGER HOTEL/MOTEL CHAINS
IN ACQUIRING  NEW  INVESTMENTS  WHICH COULD LIMIT SUPREME  HOSPITALITY'S  FUTURE
GROWTH:                                                                         

Supreme Hospitality may be competing for investment  opportunities with entities
that have substantially  greater marketing and financial  resources than Supreme
Hospitality.  These  entities  may be able to  accept  more  risk  than  Supreme
Hospitality prudently can manage. Competition may generally reduce the number of
suitable  investment  opportunities  offered to Supreme Hospitality and increase
the  bargaining  power of property  owners  seeking to sell.  This could greatly
affect Supreme  Hospitality's ability to acquire new properties and could reduce
future growth.                                                                  

4. SUPREME  HOSPITALITY WILL ACQUIRE INTERESTS ONLY IN HOTEL PROPERTIES  THEREBY
CONCENTRATING ITS INVESTMENTS IN A SINGLE INDUSTRY WHICH COULD INCREASE ITS RISK
OF FAILURE:                                                                     

Supreme  Hospitality's  current  strategy  is  to  acquire  interests  in  hotel
properties.  Supreme  Hospitality  will not seek to invest in assets selected to
reduce the risks associated with investments in the hotel industry,  and will be
subject to risks inherent in concentrating investments in a single industry.    

5. SUPREME  HOSPITALITY MAY NOT HAVE ACCESS TO SUFFICIENT EQUITY OF DEBT CAPITAL
TO PURSUE ITS  ACQUISITION  STRATEGIES AND THEREFORE WOULD BE UNABLE TO CONTINUE
ITS FUTURE GROWTH:                                                              

Supreme  Hospitality  intends to continue to pursue its current growth strategy,
which includes building or acquiring and improving hotel properties.  There is a
risk that Supreme  Hospitality will not have access to sufficient equity of debt
capital to pursue its acquisition strategies indefinitely. Supreme Hospitality's
ability to continue to make hotel  acquisitions  will  depend  primarily  on its
ability to obtain additional  private or public equity of debt financing.  There
can be no  assurance  that  such  financing  will be  available  to make  future
investments.                                                                    

6. THE LOSS OF MR.  LANG,  SOLE  DIRECTOR AND  PRESIDENT OF SUPREME  HOSPITALITY
COULD CAUSE SUPREME HOSPITALITY TO FAIL:                                        

Shareholders  have no right or power to take part in the  management  of Supreme
Hospitality  except  through the exercise of voting rights on certain  specified
matters. The Board of Directors is responsible for managing Supreme Hospitality.
Supreme Hospitality's future success,  including particularly the implementation
of Supreme Hospitality's acquisition growth strategy, is substantially dependent
on the  active  participation  of Mr.  Lang.  The  loss  of  services  for  this
individual could cause Supreme Hospitality to fail.                             

7.  SUPREME  HOSPITALITY  MAY NOT BE ABLE TO  READILY  LIQUEFY  ITS REAL  ESTATE
INVESTMENTS AT AN ADVANTAGEOUS OR NECESSARY TIME CAUSING SUPREME  HOSPITALITY TO
LOSE ITS INVESTMENT:                                                            

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Real  estate  investments  are  relatively  illiquid.  The  ability  of  Supreme
Hospitality  to vary its  portfolio in response to changes in economic and other
conditions  will be limited.  Also, no  assurances  can be given that the market
value of any of the hotels  will not  decrease  in the  future.  There can be no
assurance that Supreme Hospitality will be able to dispose of an investment when
it finds  disposition  advantageous or necessary or that the sale price realized
in any  disposition  will  recoup or exceed the amount of Supreme  Hospitality's
investment therein.                                                             

8.  BECAUSE  WE ARE PAST DUE ON OUR REAL  ESTATE  TAXES THE LOANS WITH OUR BANKS
COULD BE  CALLED  DUE AND WE COULD  LOSE OUR  ASSETS  AND/OR  REAL AND  PERSONAL
PROPERTY COLLATERALIZED BY THE NOTES.                                           

We are in  technical  violation of our banks loans due to the past due status on
our real estate taxes. Even though we have verbal  communications with the banks
that this violation does not trigger a default, verbal statements from the banks
are not binding on them and the banks could still call the loan notes due and we
could lose our assets and/or real and personal  property which is collateralized
by the notes.                                                                   

9. THE GOVERNMENT  COULD FORECLOSE ON OUR PROPERTY TO COLLECT THE PAST DUE TAXES
WHICH COULD CAUSE SUPREME HOSPITALITY TO GO OUT OF BUSINESS:                    

Supreme  Hospitality is deliquent on their  property  taxes. A fund has been set
aside to pay these back taxes and Supreme  Hospitality  expects to be current on
their taxes by the end of 2001. However,  should Supreme Hospitality not be able
to bring these back taxes current the government could foreclose on the property
to collect the back taxes and Supreme Hospitality could go out of business.     

II.  RISKS RELATED TO THIS OFFERING                                             

1. BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR SUPREME HOSPITALITY'S PREFERRED
STOCK, YOU MAY NOT BE ABLE TO RESELL YOUR SHARES:                               

There is currently no public trading market for Supreme Hospitality's  preferred
stock or  common  stock,  and  there is no  guarantee  that a market  will  ever
develop.  Therefore  there  is no  central  place,  like  a  stock  exchange  or
electronic  trading system, to resell your shares. If you do want to resell your
shares, you will have to locate a buyer and negotiate your own sale.  Therefore,
you may not be able to resell your shares.                                      

We believe  there is an  anticipated  public market for our common and preferred
shares  and we plan on  registering  the  shares  with  an  exchange  as soon as
practicable after the effective date of this Registration Statement.            

2. YOU MAY BE  INVESTING  IN A  COMPANY  THAT  DOES NOT HAVE  ADEQUATE  FUNDS TO
CONDUCT ITS OPERATIONS AND SUFFER THE LOSS OF YOUR INVESTMENT:                  

There is no minimum number of shares that must be sold,  there is no escrow fund
and Supreme  Hospitality  will not refund any funds to you. It is possible  that
Supreme  Hospitality  may not  raise  enough  funds for the  acquisition  of new
properties  and to conduct our on-going  operations.  If that happens,  you will
suffer a loss in the amount of your investment.                                 

3. THE SELLING SECURITY HOLDERS MAY SELL THEIR SECURITIES AT ANY TIME AND AT ANY
PRICE THEY DETERMINE CAUSING THE PUBLIC MARKET FOR THE COMMON STOCK TO DROP:    

After effectiveness of this registration  statement,  the non-affiliated selling
security  holders may offer and sell their shares at a price and time determined
by them without  subject to Rule 144. The timing of sales and the price at which
the shares  are sold by the  selling  security  holders  could  cause the public
market  for  the  common  stock,  should  one  develop,  to  drop.  See  Plan of
Distribution-Sales by Selling Security holders.                                 

4.  SELLING  SECURITY  HOLDERS CAN SELL THEIR STOCK AT PRICES  BELOW THE PRIMARY
OFFERING  WHICH COULD REDUCE THE AMOUNT OF MONEY SUPREME  HOSPITALITY  RAISES IN
THE OFFERING:                                                                   

All of the selling  security  holders shares of Supreme  Hospitality will become
tradable on the  effective  date of the  registration  statement and the selling
security holders will compete with Supreme Hospitality to sell their shares. The
selling  security  holders  can sell  their  stock at prices  below the  primary
offering  which could reduce the amount of money Supreme  Hospitality  raises in
the offering.                                                                   

5. UNLESS  SUPREME  HOSPITALITY'S  STOCK REACHES AND MAINTAINS A MARKET PRICE OF
$5.00 OR GREATER, THE PENNY STOCK REGULATION MAY IMPAIR SHAREHOLDER'S ABILITY TO
SELL SUPREME HOSPITALITY'S STOCK:                                               

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If trading in Supreme Hospitality's stock begins, its common stock may be deemed
a penny stock. Penny stocks generally are equity securities with a price of less
than  $5.00 per share,  other than  securities  registered  on certain  national
securities exchanges.  Penny stocks are subject to penny stock rules that impose
additional sales practice requirements on broker-dealers who sell the securities
to persons other than  established  customers and accredited  investors.  Due to
these additional  requirements  shareholders may be impaired in their ability to
sell Supreme  Hospitality's  stock unless  Supreme  Hospitality's  stock reaches
$5.00 or greater. See Description of Securities-Penny Stock Regulation.         

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS                                 

This  Prospectus  includes  forward-looking  statements  within  the  meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 12E of the
Securities  Exchange  Act of 1934,  as amended.  Although  the beliefs  that the
expectations  reflected  in  such  forward-looking  statements  are  based  upon
reasonable  assumptions,  it can give no assurance that its expectations will be
achieved.                                                                       

USE OF PROCEEDS                                                                 

This is a best efforts offering and Supreme Hospitality may receive no or a very
small  amount of the  proceeds.  The net  proceeds  to be  received  by  Supreme
Hospitality  from the sale of  1,000,000  preferred  shares  offered  by Supreme
Hospitality is  approximately  $5,537,665  after deducting  $762,335 in offering
fees payable by Supreme  Hospitality.  This best  efforts  offering may not sell
100% of the offering therefore should Supreme  Hospitality receive less than 25%
of the total  offering  the monies will first be  allocated  toward the offering
fees and second towards the operating capital.                                  

-----------  -----------  ----------  ----------  -----------  -------------    
Percentage   Proceeds     Offering    Operating      Debt        Proposed       
of Proceeds  Received     Fees &      Capital     Retirement   Acquisitions     
Expenses                    
25%          $1,575,000   $289,835    $537,665    $747,500     0                
50%          $3,150,000   $447,335    $537,665    $2,165,00    0                
75%          $4,725,000   $604,835    $537,665    $3,000,000   $582,500         
100%         $6,300,000   $762,335    $537,665    $3,000,000   $2,000,000       
-----------  -----------  ----------  ----------  -----------  -------------    
This table assumes we are paying commission.                                    

In the  event  there  is no  commission  paid,  the  amount  assigned  for  that
commission will be allocated toward operating capital.                          

Supreme  Hospitality  believes  the  net  proceeds  of  this  offering  will  be
sufficient  to fund its plan of  operation.  From  time to time in the  ordinary
course of business,  Supreme Hospitality  evaluates the acquisition of products,
businesses, and technologies that complement Supreme Hospitality's business, for
which a portion of the net proceeds may be used. Currently,  Supreme Hospitality
is involved in discussions with respect to developing another hotel. Pending the
use of the net proceeds for the above purpose,  Supreme  Hospitality  intends to
invest  such  funds  in   short-term   interest-bearing   securities   or  other
instruments, as Supreme Hospitality deems appropriate.                          

DETERMINATION OF OFFERING PRICE                                                 

On June 14, 2000, the  registration  statement for  10,000,000  shares of common
stock and 1,000,000 shares of preferred stock was filed with the U.S. Securities
and  Exchange  Commission  on Form  10-SB of the  1934  Securities  Act,  File #
000-30803.  Prior to June 2000, none of the securities have been publicly traded
as no public market has existed.  The Board of Directors and the key  management
personnel  determined the public offering price of the preferred stock by adding
the debt to be retired plus the offering fees and operating capital and dividing
by the shares offered.                                                          

Retire Debt                                                   $   3,000,000     
Acquisition of land and subsequent development                $   2,000,000     
Operating capital                                             $     537,665     
Offering Fees & Expenses                                      $     762,335     

Total                                                       $   6,300,000   
                                                         -------------

                                                                              10

SB-2/A 11th Page of 49 TOC 1st Previous Next ↓Bottom Just 11th
Shares offered                1,000,000                       $6.30 per share   

DILUTION.                                                                       

Does not apply                                                                  

SELLING SECURITY HOLDERS                                                        

Supreme  Hospitality  is  registering  for  offer  and  sale by the  holders  of
1,040,000  shares of  common  stock  held by 341  Supreme  Hospitality  security
holders. Supreme Hospitality is paying for all the expenses of the registration.

We will receive no proceeds of this offering.  The selling  security holders may
offer all or part of their  shares for sale on a  continuous  basis  pursuant to
Rule 415 under the 1933 Act. See Risk Factors.                                  

All of the selling security  holders' shares  registered in this prospectus will
become  tradable on the effective  date of the  registration  statement of which
this prospectus is a part.                                                      

The  following  table sets forth the shares held by each person who is a selling
security holders as of the date of this prospectus.                             

The following table is derived from our books and records, as well as from those
of our transfer  agent.  No selling  security  holder is affiliated  with us. No
selling  security  holder has held any  position or office or has had a material
relationship  with Supreme  Hospitality  within the past three years.  The table
lists the name, address, amount of common stock owned and percentage of class of
the beneficial ownership of the securities of Supreme Hospitality as of the date
of this prospectus.                                                             

                                                                [Download Table]

                                                                                
                                                                                

                                         Percentage                             

                    Shares    Shares      Owned                                 

                    Owned     Registered  After the                             
Name of Security Holder                             Address of Beneficial Owner 
                    Currently for Resale  Offering                              
--------------------------------------------------------------------------------
----------------------------------------------------                            
  1 Jon Ruco, Ltd.                                  18026 Cerca Azul Dr., San   
Antonio TX 78259       181,400   181,400      0%                                
  2 First Dominion Financial Group, Inc.            1800 E. Sahara, Suite 107,  
Las Vegas NV 89101    181,600   181,600      0%                                 
  3 Anthony Tomasso                                 2240 Woolbright Rd, Suite   
354, Boynton Beach,                                                             
                                                     FL 33426                   
                      1,667     1,667      0%                                   
  4 Hayden Financial Corp                           21560 Toledo Rd., Boca      
Raton, FL 33433            51,700    51,700      0%                             
  5 Wayne Gronquist                                 1104 Nueces Street, Austin, 
TX 78701                 667       667      0%                                  
  6 Terence J. & Synda M. Kollman                   106 Rockwell Street,        
Harrison, NY 10528              200       200      0%                           
  7 Lev-Ari Communications, Inc.                    147-17 Newport Ave.,        
Neponsit, NY 11694              100       100      0%                           
  8 John C. & Chestine Vester                       3241 Sapphire ST., Bedford, 
TX 76021                 100       100      0%                                  
  9 Jernan Corp.                                    810 S. E. 4th Ave., Pompano 
Beach, FL 33060          100       100      0%                                  
 10 Kim A. Whittaker                                53 Emerson Road, Winchester,
MA 01890                100       100      0%                                   
 11 Myrna Cedrone                                   20 Clark St., Randolpy, MA  
02368                     100       100      0%                                 
 12 Brian Wherry                                    21553 Toledo Road, Boca     
Raton, FL 33433              100       100      0%                              
 13 Greg Papazian                                   53 Emerson Road, Winchester,
MA 01890                100       100      0%                                   
 14 Carol Jambura                                   2100 West 100th Ave, #240,  
Thornton, CO 80221        100       100      0%                                 
 15 Yaakov Friedman                                 619 North Lake Drive,       
Lakewood NJ 08701              100       100      0%                            
 16 Margaret  M. De La Garza                        2915 Aftonshire Way, #2308, 
Austin, TX 78748         200       200      0%                                  
 17 Kathy Tomasso                                   2240 Woolbright Rd, Suite   
354, Boynton Beach,                                                             
                                                     FL 33426                   
                        100       100      0%                                   
 18 Steve Lohman                                    303 E. Main St., Kent, OH   
44240                      200       200      0%                                
 19 The Curtis Family Trust, Dated Nov 9, 1999                                  
                        200       200      0%                                   
    John R. Curtis & Charlotte H. Curtis,                                       

    Trustee(s)                                      1000 Winderley Pl, Apt 147, 
Maitland,                                                                       
                                                     FL 32751-4171              

 20 Dean E. McCall                                  5234 95th St., Lubbock, TX  
79424                     100       100      0%                                 
 21 Michael J. De La Garza                          115 S. Cortez Ave., Winter  
Springs,                                                                        
                                                     FL 32708-2947              
                        100       100      0%                                   
 22 John M. Hubinger                                                            
                        100       100      0%                                   
    825 Falconhead Dr., Falconhead CC               Burneyville, OK 73430       

 23 Martha H. Blue                                  1200 Barlow, Southlake, TX  
76092                     100       100      0%                                 
 24 Gretchen M. Hubinger                            5500 Crestwood, Kansas City,
MO 64110                100       100      0%                                   
 25 Carolyn Hubinger Kane                           435 E. St., Colma, CA 94014 
                        100       100      0%                                   

                                                                              11

SB-2/A 12th Page of 49 TOC 1st Previous Next ↓Bottom Just 12th
 26 Barbara H. Jones                                P. O. Box 1163, St.         
Francisville, LA 70775           100       100      0%                          
 27 Joseph P. Wilkins                               7322 Oak Manor, #23, San    
Antonio, TX 78229           200       200      0%                               
 28 Kevin D. Wiley                                  2030 Grove Ave., Quincy, IL 
62301                    100       100      0%                                  
 29 N.V. One Partnership                            147-2C South Main St.,      
Stowe, VT 05672            50,800    50,800      0%                             
 30 Hayden Gartzman                                 21560 Toledo Rd., Boca      
Raton, FL 33433               200       200      0%                             
 31 Gary Tashjian                                   12 Homer Rd., Arlington, MA 
02116                    100       100      0%                                  
 32 Max Ades                                        115 Marlborough St, Boston, 
MA 02116                 100       100      0%                                  
 33 Gerard Pomert                                   93 Third St. Newport, RI    
02840                       100       100      0%                               
 34 Pat Prendergast                                 2929 Greenbriar, 7212,      
Houston, TX 77098             100       100      0%                             
 35 Kelly Dath                                      8167 Sands Point Dr.,       
Houston, TX 77036              100       100      0%                            
 36 Patricia Dath                                   10910 West Rd., #402,       
Houston, TX 77064              100       100      0%                            
 37 Stephen Grabowiecki                             37 Wallace Row, Wallingford,
CT 06492                100       100      0%                                   
 38 Richard E. Grabowiecki                          37 Wallace Row, Wallingford,
CT 06492                100       100      0%                                   
 39 Anna M. Delehant                                54 Allen Rd., Horth Haven,  
CT 06473                  100       100      0%                                 
 40 Ellen & Richard A. Grabowiecki                  37 Wallace Row, Wallingford,
CT 06492                100       100      0%                                   
 41 Dawn Mongeon                                    54 Park St., Wallingford, CT
06492                   100       100      0%                                   
 42 John Delehant, Jr.                              2052 Middletown Ave,        
Northford, CT 06472             100       100      0%                           
 43 Thomas Delehant                                 142 Jail Hill Rd., Hadd, CT 
06438                    100       100      0%                                  
 44 Ernest Marrette                                 34 Gale Ave., Meriden, CT   
06450                      100       100      0%                                
 45 Adriana S. Tomasso                              2240 Woolbright Rd, Suite   
354, Boynton Beach,                                                             
                                                     FL 33426                   
                        100       100      0%                                   
 46 Regina T. Tomasso                               2240 Woolbright Rd, Suite   
354, Boynton Beach,                                                             
                                                     FL 33426                   
                        100       100      0%                                   
 47 Krista K. Tomasso                               2240 Woolbright Rd, Suite   
354, Boynton Beach,                                                             
                                                     FL 33426                   
                        100       100      0%                                   
 48 Anthony Tomasi                                  1 Simos Lane, West Haven, CT
06516                   100       100      0%                                   
 49 Leatrica M. Jackson                             16503 Quail Briar, Missouri 
City, TX 77489           100       100      0%                                  
 50 Anthony D. L. Jackson                           16503 Quail Briar, Missouri 
City, TX 77489           100       100      0%                                  
 51 Randie M. Jackson                               2204 Tangerine Dr., Haines  
City, FL 33844            100       100      0%                                 
 52 Randie Ty Jackson                               16503 Quail Briar, Missouri 
City, TX 77489           100       100      0%                                  
 53 Randle M. Jackson, IV                           16503 Quail Briar, Missouri 
City, TX 77489           100       100      0%                                  
 54 Gary E. Matthews                                3734 Boulevard              
Hills,Atlanta, GA 30339               100       100      0%                     
 55 Diana Lacey-Matthews                            3734 Boulevard              
Hills,Atlanta, GA 30339               100       100      0%                     
 56 Ruth DeCarlo                                    238 Ilex Court, Villa Rica, 
GA 30180                 100       100      0%                                  
 57 Martin E. Hull                                  4851 Coranada Ave., San     
Diego, CA 92107              200       200      0%                              
 58 Lyman A. Matthews                               2305 Hayes Rd., #8812,      
Houston, TX 77077             100       100      0%                             
 59 John C. Graper                                  32 Balboa Way, Hot Spring   
Village, AR 71909          100       100      0%                                
 60 Olethia H. Matthews                             32 Balboa Way, Hot Spring   
Village, AR 71909          100       100      0%                                
 61 Carol A. Cummins                                7115 Silver Star Drive,     
Houston, TX 77086            100       100      0%                              
 62 Janice Peterson                                 5111 Barton Creek, Pasadena,
TX 77505                100       100      0%                                   
 63 Gary E. Parks Cust for Matthew E. Parks TUGMA   5858 Westheimer, Suite 702, 
Houston, TX 77057        100       100      0%                                  
 64 Howard A. Covens                                1810 Potomac Dr, Apt 6,     
Houston, TX 77057-2952       100       100      0%                              
 65 Donald Fitzpatrick                              111 Eustis Ave, Newport, RI 
02840                    100       100      0%                                  
 66 Marc Jablon                                     2232 E. Senoron Blvd.,      
Spopka, FL 32703              100       100      0%                             
 67 Karl Soderstrom                                 536 Sabal Lake Dr., Apt 100,
Longwood, FL 32779      100       100      0%                                   
 68 Warren White                                    3346 Ronald St, Deltona, FL 
32738                    100       100      0%                                  
 69 Megan Beebe                                     601 N. Goodrich Dr, Deltona,
FL 32725                100       100      0%                                   
 70 Jeanne Whitehead                                601 N. Goodrich Dr, Deltona,
FL 32725                100       100      0%                                   
 71 Carolyn White                                   3346 Ronald ST., Deltona, FL
32738                   100       100      0%                                   
 72 Peter Pappas Rev. Trust                                                     

    UA DTD 5/18/95                                  432 NW 111 Ave., Coral      
Springs, FL 33071             100       100      0%                             
 73 Kim Braunin                                     1861 W. Oakland Park Blvd,  
Ft. Lauderdale,                                                                 
                                                     FL 33311                   
                        100       100      0%                                   
 74 Joyce R. Ward                                   16405 Shagbark Pl, Tampa, FL
33618-1213              100       100      0%                                   
 75 Randall W. Rice                                 19823 Wyndham Lakes Dr.,    
Odessa, FL 33556            100       100      0%                               
 76 Leigh Rice                                      3702 Thornwood Dr., Tampa,  
FL 33618                  100       100      0%                                 
 77 Timeca Cade                                     7 Birch Tree Rd., Colonie,  
NY 12205                  100       100      0%                                 
 78 Timon Cade                                      7 Birch Tree Rd., Colonie,  
NY 12205                  100       100      0%                                 
 79 Timala Cade                                     7 Birch Tree Rd., Colonie,  
NY 12205                  100       100      0%                                 
 80 Ajanee Cade                                     7 Birch Tree Rd., Colonie,  
NY 12205                  100       100      0%                                 
 81 Ajanti Cade                                     7 Birch Tree Rd., Colonie,  
NY 12205                  100       100      0%                                 
 82 Cuwani Cade Willingham                          7 Birch Tree Rd., Colonie,  
NY 12205                  100       100      0%                                 

                                                                              12

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 83 Brian Schottcoffel                              16214 New Field Dr.,        
Houston, TX 77082               100       100      0%                           
 84 Malachi Meredith                                16214 New Field Dr.,        
Houston, TX 77082               100       100      0%                           
 85 Cheryl Meredith                                 16214 New Field Dr.,        
Houston, TX 77082               100       100      0%                           
 86 Timothy Cade                                    7 Birch Tree Rd., Colonie,  
NY 12205                  100       100      0%                                 
 87 Sandra L. Cade                                  7 Birch Tree Rd., Colonie,  
NY 12205                  100       100      0%                                 
 88 Velton Cade                                     424 Sandcreek Rd., Apt 424, 
Albany, NY 12205         100       100      0%                                  
 89 Terri Cade                                      60 Daytona Avenue, Albany,  
NY 12203                  100       100      0%                                 
 90 Timothy Damon Cade                              60 Daytona Avenue, Albany,  
NY 12203                  100       100      0%                                 
 91 Mark France                                     16039 Highlander Dr.,       
Houston, TX 77082              100       100      0%                            
 92 Daphne L. Simmons                               16622 Quail Briar, Missouri 
City, TX 77489           100       100      0%                                  
 93 Jerod T. Higgins                                16622 Quail Briar, Missouri 
City, TX 77489           100       100      0%                                  
 94 Mark Freeman                                    142 Habitat Cir., Decatur,  
GA 30034                  100       100      0%                                 
 95 Donald R. Yu                                    6363 Christie Ave., #411,   
Emeryville, CA 94608       100       100      0%                                
 96 Kimberly Crenshaw                               1710 Alee, Mobile, AL 36605 
                        100       100      0%                                   
 97 Sandra Crenshaw                                 1710 Alee, Mobile, AL 36605 
                        100       100      0%                                   
 98 Lerin Crenshaw                                  1710 Alee, Mobile, AL 36605 
                        100       100      0%                                   
 99 Rebel Rozmen                                    5234 95th St., Lubbock, TX  
79424                     100       100      0%                                 
100 Neal Diamond                                    P. O. Box 542013, Houston,  
TX 77254                  100       100      0%                                 
101 Gary E.  Parks                                  5858 Westheimer, Sutie 702, 
Houston, TX 77057        100       100      0%                                  
102 Gary E. Parks Cust Amy M. Parks, TUGMA          5858 Westheimer, Suite 702, 
Houston, TX 77057        100       100      0%                                  
103 Andrew Ackeman                                  16 Sherman St.,Newport, RI  
02840                     100       100      0%                                 
104 Richard R. Blakeman                             5355 Town Center Rd., Boca  
Raton, FL 33486           100       100      0%                                 
105 Nicholas & Kathleen Bompignano                  34 Avenue A., Port          
Washington, NY 11050              100       100      0%                         
106 John R. Maginnis                                4281 N. E. 18th Ave.,       
Pompano Beach, FL 33064        100       100      0%                            
107 Christopher L. Atkins                           2 Tudor City PL, New York,  
NY 10017                  100       100      0%                                 
108 Tim Kulhanek                                    4197 County Road W.,        
Rhinelander, WI 54501           100       100      0%                           
109 Thomas G. Laros, Jr.                            6441 Lavendale, Dallas, TX  
75230                     100       100      0%                                 
110 Abbey Gartzman                                  989 Sierra Vista Lane,      
Valley Cottage, NY 10989      100       100      0%                             
111 Rae Gartzman                                    21560 Toledo Road, Boca     
Raton, FL 33433              100       100      0%                              
112 Dan Austin                                      P. O. Box 81025, Billings,  
MT 59108                  100       100      0%                                 
113 Shauna Spieler                                  3146 Canyon Dr, Billings, MT
59102                   100       100      0%                                   
114 Carol Austin                                    4424 Harvest Lane, Billings,
MT 58106                100       100      0%                                   
115 Scott Johannes                                  HC 33, Box 3034-J, Wasilla, 
AK 99654                 100       100      0%                                  
116 Merilyn E. Lewis                                136 Verona Rd, DeBary, FL   
32713                      100       100      0%                                
117 Big Apple Consulting, Inc.                      2232 E. Senoron Blvd.,      
Spopka, FL 32703              100       100      0%                             
118 Carolyn Montgomery                              13255 CR 727, Webster, FL   
33591                      100       100      0%                                
119 Kenneth Blake                                   400 Summit Ridge, #202,     
Longwood, FL 32779           100       100      0%                              
120 Janet Williams                                  1283 Chessington Circle,    
Heathrow, FL 32746          100       100      0%                               
121 Donald R. Mitchell                              525 Melrose Ave, Winter     
Park, FL 32769-5047          100       100      0%                              
122 Steven C. Montgomery                            13255 CR 727, Webster, FL   
33591                      100       100      0%                                
123 Daniel Baldridge                                447 BlueBird St., Apopka, FL
32703                   100       100      0%                                   
124 Scott B. Gnatt                                  162 River Bend Dr., #E,     
Altamonte Springs, FL                                                           
                                                    32714                       
                        100       100      0%                                   
125 Matt Maguire                                    484 Autumn Oaks Place, Lake 
Mary, FL 32746           100       100      0%                                  
126 John Costello                                   11508 N. Grady Ave., Tampa, 
FL 3324                  100       100      0%                                  
127 Maureen Sperling                                7500 NW 17th St., Apt 304,  
Plantation, FL 33313      100       100      0%                                 
128 Alison Goldberg                                 7500 NW 17th St., Apt 304,  
Plantation, FL 33313      100       100      0%                                 
129 Cara Bompignano                                 1638 E. 54th St., Brooklyn, 
NY 11234              50,100    50,100      0%                                  
130 OBriens Main Street Investment Club             3410 Valencia Rd, Tampa, FL 
33618                    100       100      0%                                  
131 Michael T. Husum                                11744 N. De La Mabry Hwy,   
Tampa, FL 33618            100       100      0%                                
132 Bernie O'Brian                                  11744 N. Dale  Mabry Hwy,   
Tampa, FL 33624            100       100      0%                                
133 Arthor Richards                                 3410 Valencia Rd., Tampa, FL
33618                   100       100      0%                                   
134 Gina M. Bompignano                              3410 Valencia Rd, Tampa, FL 
33618                    100       100      0%                                  
135 Lany Sengsouriya                                320 Grant St., #212,        
Alameda, CA 94501               100       100      0%                           
136 Jennifer K. Yu                                  6363 Christie Ave., #324,   
Emeryville, CA 94608       100       100      0%                                
137 Jean K. Yu                                      6363 Christie Ave., #324,   
Emeryville, CA 94608       100       100      0%                                
138 Kathryn Beavers                                 P. O. Box 373, Bandera, TX  
78003                     100       100      0%                                 
139 Carmen Bush                                     9607 Hidden Mist Cir, San   
Antonio, TX 78250          100       100      0%                                
140 Herbert M. Garvin                               APDO 724, Zaragoza Pte. #35 
45920 Ajijic,                                                                   
                                                    Jalisco, Mexico             
                        100       100      0%                                   

                                                                              13

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141 Charles F. Ickes, Jr.                           1868 Harbor Ln, Naples, FL  
34104                     100       100      0%                                 
142 Nancy J. Eddleblute                             1868 Harbor Ln., Naples, FL 
34104                    100       100      0%                                  
143 Heidi Ickes                                     5665 Whitaker Rd, #201A,    
Naples, FL 34112            100       100      0%                               
144 Brandi L. Ickes                                 2766 Chaddsford Cir, Apt    
100, Oviedo, FL                                                                 
                                                    32763-7243                  
                        100       100      0%                                   
145 Missi L. Ickes                                  1219 Solana Rd., #16,       
Naples, FL 34103               100       100      0%                            
146 Joseph B. De La Garza                           10855 Terra Vista Pkwy, #13 
Rancho Cucamonga, CA                                                            
                                                    91730                       
                        100       100      0%                                   
147 Ellen Samuel                                    810 SE 4th Ave, Pompano     
Beach, FL 33060              100       100      0%                              
148 Nan Samuel                                      810 S. E. 4th Ave., Pompano 
Beach, FL 33060          100       100      0%                                  
149 Cecilia E. De La Garza                          10855 Terra Vista Pkwy, #13,
Rancho Cucamonga,                                                               
                                                      CA 91730                  
                        100       100      0%                                   
150 Theresa Saenz                                   6214 Ben Milam Cir, San     
Antonio, TX 78238            100       100      0%                              
151 Reynaldo Saenz                                  6214 Ben Milam Cir, San     
Antonio, TX 78238            100       100      0%                              
152 Sharon T. Montgomery                            3106 Brazos, #4, Houston, TX
77006                   200       200      0%                                   
153 Joseph De La Garza                              1235 E Sunshine Dr, San     
Antonio, TX 78228-2945       100       100      0%                              
154 Henry Coons                                     500 Old Farms Road, Avon, CT
06001                   100       100      0%                                   
155 Mary Anne Luppino                               2050 NE 27 Ave., Pompano, FL
33062                   100       100      0%                                   
156 Philana D. Yu                                   31 Soaring Hawk, Irvine, CA 
92614                    100       100      0%                                  
157 David R. Yu                                     31 Soaring Hawk, Irvine, CA 
92614                    100       100      0%                                  
158 Gordon McMeen                                   138 Armiijo Ct., Corrales,  
NM 87048                  100       100      0%                                 
159 Jane Butel                                      138 Armiijo Ct., Corrales,  
NM 87048                  100       100      0%                                 
160 Lee Barron Wernick                              19 Condor Road, Sharon, MA  
02067                     100       100      0%                                 
161 Lislie P. Lagoni                                21345 Las Pilas Road,       
Woodland Hills, CA 91364       100       100      0%                            
162 Debra Sanders                                   P O Box 3419, Livermore, CA 
94551                    100       100      0%                                  
163 Amy Senkowicz                                   915 Greenbriar Dr, Boynton  
Beach, FL 33435           100       100      0%                                 
164 Gerald L Schweigert                             303 E. Main St., Kent, OH   
44240                      100       100      0%                                
165 Leslie Goldstein                                21536 Toledo Rd., Boca      
Raton, FL 33433               100       100      0%                             
166 Goeffrey M. Strauch                             303 E. Main St., Kent, OH   
44240                      100       100      0%                                
167 Theresa Gattey                                  21560 Toledo Rd., Boca      
Raton, FL 33433               100       100      0%                             
168 Robert Gartzman                                 21560 Toledo Road, Boca     
Raton, FL 33433              100       100      0%                              
169 Pamela Langlois                                 1107-C S. 1st St.,          
Jacksonville Beach, FL 32250      100       100      0%                         
170 Michael Patterson                               1107-C S. 1st St.,          
Jacksonville Beach, FL 32250      100       100      0%                         
171 Michael Ysais                                   2915 Aftonshire Way, #2308, 
Austin, TX 78748         100       100      0%                                  
172 Kathryn M. Gaudiosi                             34 Elisabeth Lane,          
Collegeville, PA 19426-3908       100       100      0%                         
173 Mary C. De La Garza                             2100 West 100th Ave, #240,  
Thornton, CO 80221        100       100      0%                                 
174 David W. Subry                                  8020 Holland Ct, Apt A,     
Arvada, CO 80005-2288        200       200      0%                              
175 Marie Larizza                                   640 Camellia Terrace Ct N,  
Neptune Beach,                                                                  
                                                     FL 32266-3244              
                        100       100      0%                                   
176 Robert Russakoff                                640 N. Camellia Terr. Ct.,  
Neptune Beach,                                                                  
                                                     FL 32266                   
                        100       100      0%                                   
177 Charlotte M. Sciubba                            10 Buckeye Ct, Homosassa, FL
34446                   100       100      0%                                   
178 Chestine Vester                                 3241 Sapphire Street,       
Bedford, TX 76021              100       100      0%                            
179 Carmine J. Ferraro                              11 Weather Hill Rd, Hamburg,
NJ 07419                100       100      0%                                   
180 Frank Fortunat III                              11 Weather HIll Rd.,        
Hamburg, NJ 07419               100       100      0%                           
181 Vincent C DeRico Trst for Charles DeRico                                    

    III minr                                        34 Elisabeth Lane,          
Collegeville, PA 19426-3908       100       100      0%                         
182 Vincent C DeRico trust for Dominic De                                       

    Rico minor                                      34 Elisabeth Lane,          
Collegeville, PA 19426-3908       100       100      0%                         
183 Vincent C. De Rico, general partner                                         
                        100       100      0%                                   
    N. V. One Partnership                           147-2C South Main Street,   
Stowe, VT 05672                                                                 
184 Vincent C. De Rico, general partner                                         
                        100       100      0%                                   
    AIFS Associates: I                              39 Clarke Street, Newport,  
RI 02840                                                                        
185 Vincent C. De Rico                              147-2C South Main Street,   
Stowe, VT 05672            100       100      0%                                
186 George Johns                                    533 Laurel Ave., #A, St.    
Paul, MN 55102              100       100      0%                               
187 William C. Minix                                16335 Paiter St., Houston,  
TX 77053                  100       100      0%                                 
188 Susan Kubitz                                    4107 Foxbrush Ln, Sugar     
Land, TX 77479               100       100      0%                              
189 David Kubitz                                    4107 Foxbrush Ln, Sugar     
Land, TX 77479               100       100      0%                              
190 Brandi Kubitz                                   4107 Foxbrush Ln, Sugar     
Land, TX 77479               100       100      0%                              
191 Ashley Kubitz                                   4107 Foxbrush Ln, Sugar     
Land, TX 77479               100       100      0%                              
192 Daniel Contreras                                16235 Espinosa Dr., Houston,
TX 77083                100       100      0%                                   
193 Bounty Films                                    101 Gillespie Dr., Suite    
9106, Franklin,                                                                 
                                                     TN 37067                   
                        100       100      0%                                   
194 Curt Dewitz                                     101 Gillespie Dr., Suite #  
9106, Franklin,                                                                 
                                                     TN 37067                   
                        100       100      0%                                   
195 Natasha Dewitz                                  101 Gillespie Dr., #9106,   
Franklin, TN 37067         100       100      0%                                
196 Janny Grein                                     P. O. Box 351, Eureka       
Springs, AR 72632              100       100      0%                            

                                                                              14

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197 Bill Grein                                      P. O. Box 351, Eureka       
Springs, AR 72632              100       100      0%                            
198 Kathleen McCabe                                 665 Balsam, Lakewood, CO    
80215                       100       100      0%                               
199 Richard Cedrone                                 4849 N. W. 29th Ct., #412,  
Lauderdale Lakes,                                                               
                                                     FL 33313                   
                        100       100      0%                                   
200 Eric Reish                                      1768 S. Humbolot St.,       
Denver, CO 80210               100       100      0%                            
201 Tara Redmond                                    5056 Wateka Dr., Dallas, TX 
75209                    100       100      0%                                  
202 Jon Sanger                                      18081 Midway Rd., #2622,    
Dallas, TX 75287            100       100      0%                               
203 Jamie E. Moring                                 4100 Gallant Ct., Flower    
Mound, TX 75028             100       100      0%                               
204 Jacqueline Small                                1723 Creekview Dr., Glenn   
Heights, TX 75154          100       100      0%                                
205 Charlotte Reeves                                3710 Chinook St., Irving, TX
75062                   100       100      0%                                   
206 Cynthia Anstett                                 10521 Channel, Dallas, TX   
75229                      100       100      0%                                
207 Michelle Wolfe                                  18081 Midway Rd., #2622,    
Dallas, TX 75287            100       100      0%                               
208 Lynn Vester                                     3241 Sapphire St, Bedford,  
TX 76021                  100       100      0%                                 
209 Lisa Trojacek                                   3241 Sapphire St, Bedford,  
TX 76021                  100       100      0%                                 
210 Gary Vester                                     3241 Sapphire ST., Bedford, 
TX 76021                 100       100      0%                                  
211 Kenneth Vester                                  3241 Sapphire ST., Bedford, 
TX 76021                 100       100      0%                                  
212 Michelle Martin                                 21567 Toledo Rd., Boca      
Raton, FL 33433               100       100      0%                             
213 Grant Edmondson                                 16 Bellevue Ave., Newport,  
RI 02840                  100       100      0%                                 
214 Dennis J. Blair                                 16 Bellevue Ave., Newport,  
RI 02840                  100       100      0%                                 
215 Mark Burrage                                    1414 Spring, Davenport, IA  
52806                     100       100      0%                                 
216 Ann Burrage                                     1414 Spring, Davenport, IA  
52806                     100       100      0%                                 
217 Kim L. Botthof                                  21 Arlington Rd., Melrose,  
MA 02176                  100       100      0%                                 
218 Peggy M. Botthof                                932 Judson 3 East, Evanston,
IL 60202                100       100      0%                                   
219 Michael B. Botthof                              21 Arlington Rd, Melrose, MA
02176                   100       100      0%                                   
220 James T. Koo                                    26982 Beaver Ln., Los Altos 
Hills, CA 94022          100       100      0%                                  
221 Nancy Seren-Doris                               9132-C S.W. 20th St., Boca  
Raton, FL 33428           100       100      0%                                 
222 Thomas Doris                                    9132-C S. W. 20th St., Boca 
Raton, FL 33428          100       100      0%                                  
223 Michael aka Jame M. Wnynot Seren                9132-C S. W. 20th St., Boca 
Raton, FL 33428          100       100      0%                                  
224 Nicolas Eran Gronquist                          1611 Sylvan Dr, Austin, TX  
78741                     100       100      0%                                 
225 Wayne Gronquist Trst for Justin Myles Gronquist 1104 Nueces Street, Austin, 
TX 78701                 100       100      0%                                  
226 Sophie M. Gronquist                             681 Springhill Dr., Hurst,  
TX 76053                  100       100      0%                                 
227 Mark A. Gronquist                               4905 West Frances Place,    
Austin, TX 78731            100       100      0%                               
228 Stanley E. Weber                                5702 Penick Dr., Austin, Tx 
78741                    200       200      0%                                  
229 Stanley E. Weber                                5702 Penick Dr., Austin, Tx 
78741                    100       100      0%                                  
230 Julie A. Sass                                   1331 Falls Ave., Cuyahoga   
Falls, OH 44223            100       100      0%                                
231 Beveril Mormile                                 556 N. W. 15th Court, Boca  
Raton, FL 33486           100       100      0%                                 
232 Anthony Mormile                                 556 N. W. 15th Ct, Boca     
Raton, FL 33486              100       100      0%                              
233 John A. Gattey                                  21560 Toledo Rd., Boca      
Raton, FL 33433               100       100      0%                             
234 Julie Yetter                                    7605 Creston Ln, Austin, TX 
78752                    100       100      0%                                  
235 Rebecca DeGraw                                  8005 Isaac Pryor Dr, Austin,
TX 78749-1660           100       100      0%                                   
236 Robert C. Hart                                  9 Runnymede Lane, Madison,  
CT 06443                  100       100      0%                                 
237 Peter Ling                                      451 W. Longden Ave.,        
Arcadia, CA 91007               100       100      0%                           
238 Deanna Pasley                                   551 Central Park Place,     
Brentwood, CA 94513          100       100      0%                              
239 Patricia Reilly                                 2803 Ostrom Ave., Long      
Beach, CA 90815               100       100      0%                             
240 Henry S. Hall                                   2 Main Street, Liberty, ME  
04949                     100       100      0%                                 
241 Susannah Homer                                  5 Main Street, Liberty, ME  
04949                     100       100      0%                                 
242 Steven E. Bryant                                2649 NE 13th Ave, Pompano   
Beach, FL 33064            100       100      0%                                
243 Adrianne Reese                                  306 Fallview Dr., McDonough,
GA 30253                100       100      0%                                   
244 LaRaymond Smith                                 356 Randall Drive,          
Clarksville, TN 37042             100       100      0%                         
245 Johnny Kindle                                   356 Randall St., Clarkville,
TN 37042                100       100      0%                                   
246 Deborah R. Kindle                               356 Randall St., Clarkville,
TN 37042                100       100      0%                                   
247 Joyce E. Reese                                  P. O. Box 16716, Atlanta, GA
30321                   100       100      0%                                   
248 Darren M. McLeod                                1940 Fisher Rd., Apt 41-D,  
Atlanta, GA 30315         100       100      0%                                 
249 Tina Y. Garmon                                  2408 Wales Drive Austell, GA
30106                   100       100      0%                                   
250 Almeida Jones                                   2850 The Meadows Way,       
College PK, GA 30349           100       100      0%                            
251 Alicia Cook                                     2850 The Meadows Way,       
College PK, GA 30349           100       100      0%                            
252 Anita Thomas                                    201 Ravine Ave., 3-M,       
Yonkers, NY 10701              100       100      0%                            
253 Amy Miller                                      12660 Medfield, #316,       
Houston, TX 77082              100       100      0%                            
254 Mathias Follis                                  12660 Medfield, #316,       
Houston, TX 77082              100       100      0%                            

                                                                              15

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255 Brandon Miller                                  12660 Medfield, #316,       
Houston, TX 77082              100       100      0%                            
256 Tzan Parker                                     2305 Hayes Rd., Houston, TX 
77077                    100       100      0%                                  
257 Roland B. Clark                                 2220 Marina Way, #115,      
Kemah, TX 77565               100       100      0%                             
258 Alberta M. Cade                                 P. O. Box 16716, Atlanta, GA
30321                   100       100      0%                                   
259 Todd Z. Crenshaw                                1710 Alee, Mobile, AL 36605 
                        100       100      0%                                   
260 Shannon Crenshaw                                1710 Alee, Mobile, AL 36605 
                        100       100      0%                                   
261 Crenshaw Zelmen                                 1710 Alee, Mobile, AL 36605 
                        100       100      0%                                   
262 Katherine Lynn Johnson                          2006 Brown, Missouri City,  
TX 77489                  100       100      0%                                 
263 Robert P. Theroux                               424 Thames St., Newport, RI 
02840                    100       100      0%                                  
264 Blair  B. Jones                                 501 N.W. 15th Ct, Boca      
Raton, FL 33486               100       100      0%                             
265 Alan C. Bennett                                 10655 NW 12th Manor,        
Plantation, FL 33322            100       100      0%                           
266 Lillian M. Peeples                              424 16th St., Silvis, IL    
61282                       100       100      0%                               
267 Steve Priddy                                    2379 Briarwest, #108,       
Houston, TX 77077              100       100      0%                            
268 Shannon C. Supak                                9800 Pagewood Ln., #2505,   
Houston, TX 77042          100       100      0%                                
269 Steven W. McCoy                                 9800 Pagewood Ln., #2505,   
Houston, TX 77042          100       100      0%                                
270 Tom McClure                                     1631 Poinsettia Dr., Ft.    
Lauderdale, FL 33305        100       100      0%                               
271 Corey P. Larder                                 6454 S. Gibraltar Cir.,     
Aurora, CO 80016             100       100      0%                              
272 Jolie M. Larder                                 6454 S. Gibraltar Cir.,     
Aurora, CO 80016             100       100      0%                              
273 Joallan M. Larder                               6454 S. Gibraltar Cir,      
Aurora, CO 80016              100       100      0%                             
274 Stinson D. Haas                                 19285 Indian Summer Lane,   
Monument, CO 80132         100       100      0%                                
275 Carol S. Haas                                   19285 Indian Summer Lane,   
Monument, CO 80132         100       100      0%                                
276 Hy Ochberg                                      502 Park Avenue, #6D, New   
York, NY 10022             100       100      0%                                
277 Philippe Neimetz, C/O WPH Consultants LTD.      80 Broad St., 35th Floor,   
New York,                                                                       
                                                     NY 10004-2209              
                        100       100      0%                                   
278 Joseph V. Ossoria                               111 Havemeyer Place,        
Greenwich, CT 06830             100       100      0%                           
279 Walter De Canio                                 80 Broad St. Penthouse, New 
York, NY 10004           100       100      0%                                  
280 Heather Stanfield                               959 Grove Place, Costa Mesa,
CA 92627                100       100      0%                                   
281 Robert G. Reese                                 24502 Moonfire Dr., Dana    
Point, CA 92629             100       100      0%                               
282 Peter D. Finch                                  P. O. Box 17119, Irvine, CA 
92623                    100       100      0%                                  
283 Andy Bregman                                    226 Doshers Dr, Fort Mill,  
SC 29708                  100       100      0%                                 
284 Jeffrey Malken                                  10320 N. W. 16th Ct., Coral 
Springs, FL 33071        100       100      0%                                  
285 David E. Harrington, Jr.                        33 Towering Pines Dr,       
Spring, TX 77381-2593          200       200      0%                            
286 Richard S.Fleischner                            7904 N. W. 72 Ave, Tamarac, 
FL 33321                 100       100      0%                                  
287 Sirena M. King                                  10901 Village Bend, #1104,  
Houston, TX 77072         100       100      0%                                 
288 Paul Stafford                                   348 Appian Way, Union City, 
CA 94587                 100       100      0%                                  
289 Sonny Garaza                                    1395-C McQuesten Dr., San   
Jose, CA 95122             100       100      0%                                
290 Guy D. Weathers                                 1648 Milroy Place, San Jose,
CA 95124                100       100      0%                                   
291 Dennis F. Gabel                                 548 N. Lincoln Ave, Manteca,
CA 95336                200       200      0%                                   
292 Brian L. Hassig, C/O Bob Gartzman               21560 Toledo Road, Boca     
Raton, FL 33433              100       100      0%                              
293 Anselmo V. Lau                                  1507 Roosevelt Ave, Redwood 
City, CA 94061           100       100      0%                                  
294 David E. Castro                                 643 Connie Ave, San Mateo,  
CA 94402                  100       100      0%                                 
295 Johnnie De La Garza, trustee for Leah S. Moet   18026 Cerca Azul Dr., San   
Antonio TX 78259           100       100      0%                                
296 Joseph L. Escobar                               7554 Magnolia, Houston, TX  
77023                     100       100      0%                                 
297 Mireya Villanueva                               2623 Ivy St., Houston, TX   
77026                      100       100      0%                                
298 Katherine Roy                                   5 Main St., Liberty, ME     
04949                        100       100      0%                              
299 William G. Stoute                               1205 Hillside Ave, #D,      
Austin, TX 78704              100       100      0%                             
300 James C. & Patricia Davis                       10220 Pack Saddle Ct., Ft.  
Worth, TX 78108         1,000     1,000      0%                                 
301 Howard & Florence Hungerford                    1744 Bechelli Lane, Redding,
CA 96002             25,000    25,000      0%                                   
302 James C. Davis                                  10220 Pack Saddle Ct., Ft.  
Worth, TX 78108         2,000     2,000      0%                                 
303 Jerry D. Morris                                 689 Johnson Lane, Red Oak,  
TX 75154                2,000     2,000      0%                                 
304 Douglas and/or LaVonne Lang                     14320 Miracle Court,        
Grabill, IN 46741            12,500    12,500      0%                           
305 Daniel D. Sierras                               3847 Paris Street, Hemet, CA
92545                 1,000     1,000      0%                                   
306 Robert E. or Ann M. Schneider                   39569 Kucera Ct., Murrieta, 
CA 92563-5400            100       100      0%                                  
307 AJ & CT Robles Revocable Trust                  1210 Crestlake Ave, Ventura,
CA 93004                500       500      0%                                   
308 Kenneth W. and Linda Faust                      Rt 1, Box 241 A, Grapeland, 
TX 75844               1,000     1,000      0%                                  
309 Nancy K. Stuckey                                Rt 3, Box 8-S, Grapeland, TX
75844                 1,500     1,500      0%                                   
310 Holly R. Stuckey                                Rt 3, Box 8-S, Grapeland, TX
75844                    25        25      0%                                   
311 Jacob W. Buford                                 402 Oak Forrest, Angleton,  
TX 77515                  100       100      0%                                 
312 Johnnie S. Brock                                Route 4, Box 73-A,          
Grapeland, TX 75844               500       500      0%                         

                                                                              16

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313 J. D. Holt                                      Route 4, Box 73-A,          
Grapeland, TX 75844             1,000     1,000      0%                         
314 William P. or Hope E. Burrows                   41909 Skywood Drive,        
Temecula, CA 92591              500       500      0%                           
315 Pr Mark R. or Sharon R. McLagan                 824 Brisa Del Mar, El Paso, 
TX 79912                 500       500      0%                                  
316 Mary B. Patterson                               3626 Oakwood Drive, Dension,
TX 75020                200       200      0%                                   
317 Charles S. or Charlene L. Hilliard              920 Edmondson, Lewisville,  
TX 75077                  500       500      0%                                 
318 Russ or Michelle Melcher                        153 14th Ave South,         
Columbus, NE 68601             1,750     1,750      0%                          
319 Daniel J. and Laura L. Cadena                   29663 Squaw Valley Dr., Sun 
City, CA 92586-3479      150       150      0%                                  
320 Laura L. Cadena                                 29663 Squaw Valley Dr., Sun 
City, CA 92586-3479      150       150      0%                                  
321 Adelina Rivera                                  42200 Main Street-C58,      
Temecula, CA 92590          1,000     1,000      0%                             
322 First Dominion Financial, Ltd.                  1800 E. Sahara, Suite 107,  
Las Vegas NV 89101    356,363   356,363      4%                                 
323 Eugene R. Holtz                                 30596 Milano Road, Temecula,
CA 92591-1933         1,000     1,000      0%                                   
324 Harry G. or Elena J. McComas                    31400 Britton Circle,       
Temecula, CA 92591             250       250      0%                            
325 Roy G. or Ilene M. Hackman                      200 Ford Rd - Space 115, San
Jose, CA 95138          500       500      0%                                   
326 Rebecca Hackman                                 200 Ford Rd - Space 115, San
Jose, CA 95138          500       500      0%                                   
327 Cheyenne Hackman                                200 Ford Rd - Space 115, San
Jose, CA 95138          100       100      0%                                   
328 Fawn Hackman                                    200 Ford Rd - Space 115, San
Jose, CA 95138          100       100      0%                                   
329 Ariana Hackman                                  200 Ford Rd - Space 115, San
Jose, CA 95138          100       100      0%                                   
330 John or Leanne Litaway                          24036 Colmar Lane, Murrieta,
CA 92562                100       100      0%                                   
331 Dustin and Sherri Lijeham                       19610 Clubhouse Dr., #10-222
                      2,500     2,500      0%                                   
332 Joel or Sandra Baier                            RR1, Box 179, Delmont, SD   
57330-9789                 200       200      0%                                
333 Joshua Michael Elmore                           749 Forest Drive,           
Wilkesboro, NC 28697             2,128     2,128      0%                        
334 Lisa Lang                                       14827 SW Millikan Way,      
#1312, Beaverton,                                                               
                                                     OR 97006                   
                        100       100      0%                                   
335 Sandra K. Chavanu                               1718 27th Street, Columbus, 
NE 68601                 250       250      0%                                  
336 Patricia J. Beckner                             P. O. Box 1185, Columbus, NE
68602                   500       500      0%                                   
337 Ryan and/or Jenna Melcher                       1908 16th Ave., Central     
City, NE 68626             1,500     1,500      0%                              
338 Harrel Davis                                    40596 Via Jalapa, Murrieta, 
CA 92562              40,000    40,000      0%                                  
339 Arthur Lang & Dorothy Lang J/T                  P. O. Box 624, Grapeland, TX
75844-0624            2,500     2,500      0%                                   
340 Ann Elmore                                      749 Forest Drive,           
Wilkesboro, NC 28697             5,000     5,000      0%                        
341 Susan Hungerford                                14308 44th Street, S.E.,    
Snohomish, WA 98290      25,000    25,000      0%                               

           total  1,040,000                0%                                   


0% represents less than 1% of Supreme Hospitality's outstanding shares of common
stock.                                                                          

Mr. Rudy W. De La Garza is a major shareholder of First Dominion Financial,  LTD
and Jon Ruco, LTD. First Dominion Financial,  LTD holds 356,363 common shares of
record and Jon Ruco,  LTD holds 181,400  common  shares of record,  collectively
537,763 common shares or 5.4% of its class.                                     

Neither Mr. De La Garza nor First Dominion Financial,  LTD nor Jon Ruco, LTD has
any affiliation with First Dominion Financial Group, Inc.                       

Security  holders,  Douglas  and/or La Vonne  Lang,  Lisa Lang and Authur Lang &
Dorothy Lang J/T are related to the CEO Larry W. Lang.                          

Supreme Hospitality will not receive any proceeds from the sale of any shares by
the selling  security  holders.  Supreme  Hospitality is bearing all expenses in
connection with the registration of the selling security holders' shares.       

The shares owned by the selling security  holders are being registered  pursuant
to Rule 415 of the General Rules and  Regulations of the Securities and Exchange
Commission which Rules pertain to delayed and continuous  offerings and sales of
securities. In regard to the selling security holders' shares offered under Rule
415,  Supreme  Hospitality  has  made  certain  undertakings  in  Part II of the
registration  statement of which this prospectus is a part pursuant to which, in
general,  Supreme  Hospitality  has  committed to keep this  prospectus  current
during any period in which offers or sales are made pursuant to Rule 415.       

PLAN OF DISTRIBUTION                                                            

We are offering up to a total of 1,000,000 shares of convertible preferred stock
on a best  efforts,  no minimum,  1,000,000  shares  maximum.  The shares may be
converted one, 1, preferred  share for three, 3, common shares at any time after
twelve months of purchase and automatically on its thirty-six month anniversary.
The offering price is $6.30 per share. There is no minimum number of shares that
we have to sell.  There will be no escrow account.  We will  immediately use all

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money received from the offering and there will be no refunds. The offering will
be for a period of two years from the effective date.                           

Supreme  Hospitality  will  effect  offers and sales of shares  through  printed
copies of this Memorandum  delivered  personally or by mail or electronically by
Supreme Hospitality.                                                            

Any money we receive  will be  immediately  appropriated  by us for the uses set
forth in the Use of Proceeds section of this prospectus. No funds will be placed
in an escrow  account  during the offering  period and no money will be returned
once we have accepted the subscription.                                         

We will sell the  shares in this  offering  through  Larry W.  Lang,  one of our
officers and director.  Mr. Lang will receive no commission from the sale of any
shares.  Mr. Lang will not register as a  broker-dealer  under Section 15 of the
Securities  Exchange  Act of 1934 in reliance  upon Rule 3a4-1.  Rule 3a4-1 sets
forth  those  conditions  under  which a person  associated  with an issuer  may
participate in the offering of the issuer's securities and not be deemed to be a
broker-dealer. The conditions are that:                                         

          1. The person is not subject to a statutory disqualification,  as that
     term  is  defined  in  Section  3(a)(39)  of the  Act,  at the  time of his
participation; and,                                                   

          2. The person is not compensated in connection with his  participation
     by the payment of commissions or other  remuneration  based either directly
or indirectly on transactions in securities; and,                     

          3. The person is not at the time of their participation, an associated
person of a broker-dealer; and,                                       

          4. The person meets the  conditions  of Paragraph  (a)(4)(ii)  of Rule
     3a4-1  of the  Exchange  Act,  in that  he (A)  primarily  performs,  or is
     intended  primarily  to  perform  at the end of the  offering,  substantial
     duties for or on behalf of the Issuer  otherwise  than in  connection  with
     transactions  in  securities;  and (B) is not a  broker  or  dealer,  or an
     associated  person of a broker or dealer,  within the preceding twelve (12)
     months;  and (C) do not  participate  in selling and offering of securities
     for any  Issuer  more than once  every  twelve  (12)  months  other than in
reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).                      

Mr. Lang is not subject to  disqualification,  is not being compensated,  and is
not associated with a broker-dealer.  Mr. Lang is and will continue to be one of
our  officers  and  directors at the end of the offering and has not been during
the last twelve months and is currently not a broker/dealer or associated with a
broker/dealer.  Mr. Lang has not during the last  twelve  months and will not in
the next twelve months offer or sell securities for another corporation.        

Only after the SEC declares our registration  statement effective,  we intend to
advertise,  through  tombstones,  and hold investment meetings in various states
where the  offering  will be  registered.  We will not utilize  the  Internet to
advertise  our offering.  We will also  distribute  the  prospectus to potential
investors at the meetings and to our friends and relatives who are interested in
us and a possible investment in the offering.                                   

In order to comply with the securities  laws of certain  states,  if applicable,
the Securities  offered hereby will be sold in such  jurisdictions  only through
registered  or  licensed  brokers or dealers.  In  addition,  in certain  states
Securities  may not be sold unless they have been  registered  or qualified  for
sale  in  the  applicable  state  or  an  exemption  from  the  registration  or
qualification requirement is available and complied with.                       

Offering Period and Expiration Date                                             

This  offering  will start on the date of this  prospectus  and  continue  for a
period of two years.                                                            

Procedures for Subscribing                                                      

If you decide to subscribe for any shares in this offering, you must            

1.   Execute and deliver a subscription agreement           

          2.   Deliver  a check  or  certified  funds  to us for  acceptance  or
rejection.                                        

All checks for subscriptions must be made payable to Supreme Hospitality.       

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Right to Reject Subscriptions                                                   

We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason.  We will return all monies from rejected  subscriptions
immediately to the subscriber, without interest or deductions. Subscriptions for
securities will be accepted or rejected within 48 hours after we receive them.  

We will pay all costs and expenses in connection  with this offering,  including
but not limited to all expenses  related to the costs of preparing,  reproducing
or printing this  memorandum,  legal  expenses,  and other expenses  incurred in
qualifying  or  registering  the  offering  for sale under  state laws as may be
necessary, as well as the fees and expenses of our attorneys and accountants. It
is anticipated  that the total of all costs and expenses in connection with this
offering will be approximately $132,335.00. This includes:                      

           Attorney fees                                $10,000.00
           CPA fees                                      62,037.00
           Consultant fees                               55,000.00
           SEC filing fee                                 1,668.00
           NASD filing fee                                1,130.00
           Transfer agent                                   500.00
           Material fees (postage, copies)                2,000.00
           Total                                       $132,335.00
=========================================================================       

Sales by Non-Affiliated Selling Security holders                                

After  effectiveness of this  prospectus,  the  non-affiliated  selling security
holders may offer and sell their shares at a price and time  determined  by them
without regard to Rule 144. The 2,000,000  shares  registered in this prospectus
for  the  selling  security  holders  are  held  by  non-affiliates  of  Supreme
Hospitality.                                                                    

Section 4(3) of the Securities  Act provides an exemption from the  registration
provisions of the Securities Act for  transactions by a dealer for  transactions
occurring  within 40 days of the effective date of a registration  statement for
the  securities or prior to the  expiration of 40 days after the first date upon
which the security was offered to the public.                                   

LEGAL PROCEEDINGS                                                               

There are no legal proceedings currently pending.                               

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS                    

Name             Age          Position                                          
---------------- ------------ --------------------------------------------      
Larry W.  Lang   54           Chairman, Sole Director, President And            
Secretary/Treasurer 
                        (Principal Financial and Accounting Officer)

Mr.  Larry Lang is a  registered  Professional  engineer in 17 states.  Mr. Lang
through his company Mexam, Inc., provided structural engineering consulting to a
number of companies. He has over 30 years experience. He was responsible for the
joist  design for the  Ontario  Mill Mall in Ontario  California  as well as the
casino,  New York, New York, in Las Vegas,  Nevada. Mr Lang obtained his general
Contractor's  License in California  in April 1998 and through his  construction
company Lang  Construction & Dev., Inc. was the general  contractor  responsible
for the  building of  Temecula  Valley  Inn.  Mr. Lang has been  involved in the
hospitality  industry  for the last four  years.  Mr.  Lang  acquired  the land,
designed and constructed Temecula Valley Inn.                                   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

The following table sets forth information  relating to the beneficial ownership
of Supreme Hospitality's common stock by those persons beneficially holding more
than  5% of  Supreme  Hospitality's  capital  stock,  by  Supreme  Hospitality's
directors and executive officers, and by all of Supreme Hospitality's  directors
as a group, as of December, 2000.                                               

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Security ownership of certain beneficial owners:                                

Class             Name & Address         No. Of Shares        Percent           
----------------- ---------------------- -------------------- ---------------   
Common Stock      Louise Davis           3,000,000            30%               
40596 Via Jalapa                            
Murrieta, CA 92562                          
----------------- ---------------------- -------------------- ---------------   

Security ownership of Management                                                

----------------- ---------------------- -------------------- ---------------   
Class             Name & Address         No. Of Shares        Percent           
----------------- ---------------------- -------------------- ---------------   
Common Stock      Larry W. & Diana Lang  2,960,000            30%               
41919 Skywood Drive                         
Temecula, CA 92591                          
----------------- ---------------------- -------------------- ---------------   
Common Stock      Floyd & Glenda Janeway 3,000,000            30%               
25060 Hancock Avenue                        
Suite # 179                                 
Murrieta, CA 92562                          
----------------- ---------------------- -------------------- ---------------   
Common Stock      Rudy W. De La Garza    537,763 collectively 5.4%              
----------------- ---------------------- -------------------- ---------------   

DESCRIPTION OF SECURITIES                                                       

COMMON STOCK                                                                    

Our  authorized  capital  common stock  consists of 50,000,000  shares of common
stock, $.0001 par value per share. As of the date of this prospectus,  there are
10,000,000  shares of common  stock  issued and  outstanding,  which are held of
record by approximately 341 holders.                                            

Holders  of our  common  stock are  entitled  to one vote for each  share on all
matters  submitted to a  shareholder  vote.  Holders of common stock do not have
cumulative  voting  rights.  Therefore,  holders of a majority  of the shares of
common  stock  voting  for  the  election  of  directors  can  elect  all of the
directors.  Holders of common stock are entitled to share in all dividends  that
the board of  directors,  in its  discretion,  declares  from legally  available
funds.  In the  event  of our  liquidation,  dissolution  or  winding  up,  each
outstanding  share  entitles its holder to participate in all assets that remain
after payment of  liabilities  and after  providing for each class of stock,  if
any, having preference over the common stock.                                   

Holders of our common stock have no conversion, preemptive or other subscription
rights, and there are no redemption  provisions for the common stock. The rights
of the  holders of common  stock are subject to any rights that may be fixed for
holders of preferred  stock,  when and if any preferred  stock is authorized and
issued.  All outstanding  shares of common stock are, and the shares  underlying
all option and warrants will be, duly authorized, validly issued, fully paid and
non-assessable upon our issuance of these shares.                               

All shares of common stock now outstanding are fully paid for and non-assessable
and all shares of common  stock  which are the  subject of this  offering,  when
issued, will be fully paid for and non-assessable.  We refer you to our Articles
of Incorporation,  Bylaws and the applicable statutes of the State of Nevada for
a more  complete  description  of the rights and  liabilities  of holders of our
securities.                                                                     

NON-CUMULATIVE VOTING                                                           

Holders  of shares of our common  stock do not have  cumulative  voting  rights,
which means that the holders of more than 50% of the outstanding shares,  voting
for the election of directors,  can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our  directors.  After this offering is  completed,  the
present stockholders will still own approximately 90% of our outstanding shares.
After  preferred  share in this  offering  are  converted  for common  shares of
Supreme Hospitality,  the present stockholders will own approximately 80% of our
outstanding shares.                                                             

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CASH DIVIDENDS                                                                  

As of the date of this  prospectus,  we have not  paid  any  cash  dividends  to
stockholders.  The  declaration  of any  future  cash  dividend  will  be at the
discretion of our board of directors and will depend upon our earnings,  if any,
our  capital   requirements  and  financial   position,   our  general  economic
conditions,  and other pertinent conditions.  It is our present intention not to
pay any cash dividends on our common stock in the foreseeable future, but rather
to reinvest earnings, if any, in our business operations.                       

REPORTS                                                                         

After we complete this offering,  we will not be required to furnish you with an
annual report.  Further,  we will not voluntarily send you an annual report.  We
will be  required  to file  reports  with  the SEC  under  section  15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-KSB,  10-QSB,  and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public  Reference  Room at 450 Fifth
Street,  N.W.,  Washington,  D.C.  20549.  You  may  obtain  information  on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also  maintains an Internet site that will contain  copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.          

PREFERRED STOCK                                                                 

Our authorized preferred stock consists of 1,000,000 shares of stock, $.0001 par
value  per  share.  As of the date of this  prospectus,  there  are no shares of
preferred  stock  outstanding.  Our  preferred  stock ranks senior to all of our
other equity  securities,  including  common stock.  Dividends,  when, as and if
declared  by the  board  of  directors,  shall  be paid out of funds at the time
legally  available  for such  purpose.  The  preferred  stock  will bear  simple
interest at an annual rate of 10% and the interest  will be paid in common stock
at market price upon conversion.                                                

LIQUIDATION PREFERENCE                                                          

In the  event of a  liquidation,  dissolution  or  winding  up of our  business,
whether  voluntary or involuntary,  the holders of shares of the preferred stock
shall be entitled to receive out of our assets available for distribution to our
stockholders, an amount equal to $1.00 per share, plus any accrued dividends and
unpaid thereon to the date of  liquidation,  before any payment shall be made or
any assets distributed to the holders of our common stock or any class or series
of our capital stock ranking  junior as to  liquidation  rights to the preferred
stock.                                                                          

VOTING RIGHTS                                                                   

Supreme  Hospitality  shares of 10%  series A  preferred  stock  carry no voting
rights  except as required by law.  Nevada law  requires  all shares of a series
must have voting powers, designations,  preferences,  limitations,  restrictions
and relative rights identical with those of other shares of the same series.    

CONVERSION RIGHTS                                                               

The preferred stock shall, at the option of the holder,  be convertible,  at any
time later than one year after the share is purchased, in whole or in part, into
two fully paid and non-assessable  shares of common stock. If, three years after
the date of purchase,  the holder of the preferred  share has not exercised his,
her, or its right of  conversion,  the share shall  automatically  convert  into
three fully paid and non-assessable shares of common stock.                     

LITIGATION                                                                      

We are not a party  to any  pending  litigation  and  none  is  contemplated  or
threatened.                                                                     

PENNY STOCK REGULATION                                                          

Penny stocks  generally are equity  securities  with a price of less than $5 per
share other than securities  registered on certain national securities exchanges
or listed on the Nasdaq Stock  Market,  provided  that current  price and volume
information  with respect to transactions in such securities are provided by the
exchange or system.  The penny  stock rules  impose  additional  sales  practice

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requirements  on  broker-dealers  who sell such securities to persons other than
established customers and accredited  investors,  generally those with assets in
excess of $1,000,000 or annual income exceeding  $200,000,  or $300,000 together
with their spouse.  For transactions  covered by these rules, the  broker-dealer
must  make  a  special  suitability  determination  for  the  purchase  of  such
securities and have received the purchaser's  written consent to the transaction
prior to the  purchase.  Additionally,  for any  transaction  involving  a penny
stock, unless exempt, the rules require the delivery,  prior to the transaction,
of a  disclosure  schedule  prescribed  by the SEC  relating  to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered  representative  and current quotations for the
securities.  Finally,  monthly  statements must be sent disclosing  recent price
information on the limited market in penny stocks.  Because of these penny stock
rules,  broker-dealers  may be  restricted  in  their  ability  to sell  Supreme
Hospitality's common stock. The foregoing required penny stock restrictions will
not apply to  Supreme  Hospitality's  common  stock if such  stock  reaches  and
maintains a market price of $5 or greater.                                      

NEVADA LAW NRS 78.195                                                           

Issuance of more than one class or series of stock; rights of stockholders.     
If a  corporation  desires  to have more than one class or series of stock,  the
articles of  incorporation  must  prescribe,  or vest  authority in the board of
directors  to  prescribe,  the  classes,  series and the number of each class or
series of stock and the voting powers, designations,  preferences,  limitations,
restrictions  and relative rights of each class or series of stock. If more than
one class or series of stock is authorized, the articles of incorporation or the
resolution  of the board of  directors  passed  pursuant to a  provision  of the
articles must prescribe a distinguishing  designation for each class and series.
The  voting  powers,  designations,   preferences,  limitations,   restrictions,
relative rights and distinguishing  designation of each class or series of stock
must be described  in the articles of  incorporation  or the  resolution  of the
board of directors before the issuance of shares of that class or series.       
          1.   All shares of a series  must have  voting  powers,  designations,
               preferences,   limitations,   restrictions  and  relative  rights
               identical  with  those of other  shares of the same  series  and,
               except to the extent otherwise provided in the description of the
   series, with those of other series of the same class.
          2.   Unless otherwise  provided in the articles of  incorporation,  no
               stock  issued  as  fully  paid up may  ever be  assessed  and the
               articles of incorporation must not be amended in this particular.
          3.   Any rate,  condition or time for payment of  distributions on any
               class or series of stock may be made  dependent  upon any fact or
               event  which  may  be   ascertained   outside  the   articles  of
               incorporation or the resolution  providing for the  distributions
               adopted by the board of  directors  if the manner in which a fact
               or event may operate upon the rate,  condition or time of payment
               for the  distributions is stated in the articles of incorporation
or the resolution.                                
          4.   If the  corporation is authorized to issue more than one class of
               stock or more than one  series of any class,  the voting  powers,
               designations, preferences, limitations, restrictions and relative
               rights of the various  classes of stock or series thereof and the
               qualifications,  limitations or  restrictions of such rights must
               be set  forth in full or  summarized  on the face or back of each
               certificate which the corporation  issues to represent the stock,
               or on the  informational  statement  sent pursuant to NRS 78.235,
               except that, in lieu thereof,  the  certificate or  informational
               statement  may  contain a statement  setting  forth the office or
               agency of the  corporation  from which a stockholder may obtain a
               copy of a  statement  setting  forth in full or  summarizing  the
               voting   powers,    designations,    preferences,    limitations,
               restrictions  and relative rights of the various classes of stock
               or  series  thereof.   The  corporation   shall  furnish  to  its
               stockholders, upon request and without charge, a copy of any such
statement or summary.                             
          5.   The provisions of this section do not restrict the directors of a
               corporation  from taking  action to protect the  interests of the
               corporation and its stockholders,  including, but not limited to,
               adopting or executing  plans,  arrangements  or instruments  that
               deny  rights,  privileges,  power or  authority  to a holder of a
               specified  number of shares or percentage  of share  ownership or
voting power.                                     

INTEREST OF NAMED EXPERTS AND COUNSEL.                                          

None                                                                            

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DISCLOSURE  OF  COMMISSION   POSITION  ON  INDEMNIFICATION  FOR  SECURITIES  ACT
LIABILITIES.                                                                    

Regarding  indemnification  for liabilities  arising under the Securities Act of
1933,  which may be permitted to directors or officers  under Nevada law, we are
informed  that,  in the  opinion  of the  Securities  and  Exchange  Commission,
indemnification  is  against  public  policy,  as  expressed  in the Act and is,
therefore, unenforceable.                                                       

ORGANIZATION WITHIN LAST FIVE YEARS                                             

Grubstake, Inc. was incorporated in Nevada on November 10, 1997 and at that time
had no operations and was  considered a development  stage company as defined in
FASB No.7.  Grubstake,  Inc. was formed  specifically to be a clean public shell
for the purpose of either  merging with or  acquiring an operating  company with
assets and some operating history.  The president and only director was Ms. Anne
Angell.  Twenty-five  thousand  common  shares of the company were issued to The
Bearer. On December 1, 1998 Grubstake, Inc. changed its name to Richwood, Inc.  

Temecula Valley Inn had been the sole proprietorship of Larry and Diana Lang for
the period from its  inception in 1997 through  December 31, 1999. On January 1,
2000, all of the assets and liabilities  relating to the hotel operation know as
Temecula Valley Inn were transferred to a newly formed  S-corporation,  Temecula
Valley Inn, Inc.  Larry Lang was sole director and president of Temecula  Valley
Inn,  Inc. The three  shareholders  of Temecula  Valley Incc,  Inc. were Diana &
Larry Lang, Floyd & Glenda Janeway and Louise Davis.                            

Temecula Valley Inn,  Inc.'s  activities  were the  construction  and subsequent
operation of a ninety-room, 3-story hotel located in Temecula, California, which
was opened to the public in December 1998 under the name of Temecula Valley Inn.

On March 22, 2000 First Dominion Financial, LTD a major shareholder of Richwood,
Inc., formally Grubstake, Inc. entered into a consultant agreement with Temecula
Valley Inn,  Inc. The fee for the services  provided was $73,500.  The total fee
was payable as follows:  $24,500.00 on signing the agreement,  $24,500.00. to be
paid  when  the  form  10SB12G/A  Registration  Statement  was  filed  with  the
Securities  and Exchange  Commission and on the completion and transfer of stock
as per  agreement for the exchange of common stock and the balance of $24,500.00
is to be paid when the stock for the merged  company is initially  quoted on the
Over-the-Counter  Bulletin  Board  exchange.  The agreement  was later  verbally
modified  to  include  the  filing  of the  form  SB-2 for the  Registration  of
Securities  to Be  Sold  to the  Public  by  Small  Business  Issuers  with  the
Securities  and Exchange  Commission.  There was no monetary  agreement  for the
exchange  of  stock.  The  purpose  of the  agreement  was  for  First  Dominion
Financial,  LTD to consult  Temecula  Valley  Inn,  Inc.  on becoming a publicly
trading  company  through a reverse  merger and the  completion of the documents
required.  This  consulting  agreement was filed as exhibit 99.8. This agreement
has been amended and the amendment was filed as exhibit 99.13.                  

On April 17,  2000,  pursuant  to the  pending  re-capitalization,  the  Company
Richwood,  Inc., formally  Grubstake,  Inc.  simultaneously  changed its name to
Supreme Hospitality, and the Board of directors, Mrs. Anne Angell, elected Larry
W. Lang to its Board of Directors and Mrs. Anne Angell resigned.  Mr. Larry Lang
is now on the Board of Directors of both Supreme Hospitality and Temecula Valley
Inn,  Inc.  and  agreed to the  terms and  condition  of the  agreement  for the
exchange  of  common  stock.  The major  shareholders  of  Supreme  Hospitality,
formerly Richwood, Inc., formally Grubstake, Inc. are: First Dominion Financial,
LTD owning  35%,  its major  shareholder  is Rudy W. De La Garza,  Jon Ruco LTD,
owning  18%,  its major  shareholder  is Rudy W. De La Garza and First  Dominion
Financial Group,  Inc. owning 18%, its major  shareholder is Christian  Johnson.
The major  shareholders of Supreme  Hospitality  through  negotiations,  set the
terms for the exchange of common stock with Larry W. Lang a major shareholder of
Temecula  Valley Inn,  Inc. No  shareholders  of Supreme  Hospitality,  formerly
Richwood,  Inc., formally  Grubstake,  Inc. received any fee for their role as a
shareholder in the exchange of stock with Temecula Valley Inn, Inc.             

On April 30,  2000,  Temecula  Valley  Inn,  Inc.  through a  re-capitalization,
reverse  merger,  became a wholly owned  subsidiary of Supreme  Hospitality in a
qualifying  reorganization  under Section 368 (a)(1)(B) of the Internal  Revenue
Code of 1986. The Board of Directors and the key management personnel determined
the stock for stock exchange ratio. Temecula Valley Inn, Inc. traded 100% of its
common shares for 9,000,000  shares of Supreme  Hospitality.  In affect Temecula
Valley  Inn,  Inc.  traded  10% of its stock for a shell  company  with over 335
shareholders of record.  We believe the shareholders base would be necessary for
support of our stock when the stock begins trading on an exchange.              

The board of  directors  of Supreme  Hospitality  believes the exchange of stock
with Temecula  Valley Inn, Inc. makes good business sense and would add value to
the shareholders equity by being part of a fully operating company.             

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The  board of  directors  of  Temecula  Valley  Inn,  Inc.  believes  the  large
shareholders base of Supreme Hospitality would add value to the company's future
growth and be necessary  for support of our stock when the stock begins  trading
on an exchange.                                                                 

DESCRIPTION OF BUSINESS                                                         

You should read this  prospectus  summary  together with the entire  prospectus,
including  the  more  detailed  information  in  our  financial  statements  and
accompanying  notes appearing  elsewhere in this  prospectus.  Unless  otherwise
indicated,  all information  contained in this prospectus relating to our shares
of common and preferred stock is based upon information as of March 21,2001.    

Company Description                                                             

Grubstake,  Inc. was organized November 10, 1997, under the laws of the State of
Nevada. On December 1, 1998, Grubstake,  Inc. changed its name to Richwood, Inc.
and on April 17, 2000, to Supreme Hospitality.                                  

Temecula  Valley  Inn,  Inc.  became  a  wholly  owned   subsidiary  of  Supreme
Hospitality through a  re-capitalization  on April 30, 2000. See Organization in
the Last Five Years above.                                                      

Neither Supreme Hospitality nor any of its formally known companies have been in
bankruptcy, receivership or similar proceedings.                                

Supreme  Hospitality  is in the  hospitality,  hotel  business  catering  to the
business,  leisure and vacation traveler.  Its wholly owned subsidiary  Temecula
Valley Inn, Inc. owns and operates the Temecula Valley Inn.  Temecula Valley Inn
has 16 full time employees and 2 part-time employees.  Currently, the executive,
Larry Lang, is not taking any compensation.                                     

Temecula Valley Inn is the newest hotel built in the Temecula Valley. Being only
two  years old it is  considered  one of the  premier  hotel  properties  in the
valley. The architectural design with the massive Porte Cachare, the three-story
framework  and the  elegant  flood  lighting in the  evenings  gives the hotel a
majestic and grandeur  appearance.  The hotel also  features  interior  corridor
entrance for guest safety and convenience. The rooms are 13' wide instead of the
normal 12' wide that is  utilized in all of the other  hotel/motel  units in the
surrounding area. The hotel furnishes  refrigerators,  hair dryers,  coffee pots
and 25" color  televisions  with remote in every  room.  There is only one other
hotel in  Temecula  that  offers the amount of extra  amenities  to its  guests.
Temecula Valley Inn has been given the highest honors in the Days Inns Franchise
group.  They have  classified  the hotel as a five  sunburst,  Chairman's  Award
rating.  It was  selected  as only one of ten out of a total of 1,925  hotels to
represent  the  Days  Inn  with the  picture  of the  hotel on the  cover of the
International directory.                                                        

Though cyclical in nature,  Temecula Valley Inn's occupancy rates have continued
to grow.  The  occupancy  average  rate for  1999 was  47.30%  while in 2000 the
average was 50.10%,  an  increase of 5.92%.  As of March 31, 2001 the  occupancy
average  rate was 65.09%  compared to March 31, 2000 at 43.11%  representing  an
increase  of 51% for the first  quarter.  The  average  daily  rate for 1999 was
$79.65 per room while in 2000 it was $81.78 per room,  an increase of 2.67%.  As
of March 31,  2001 the average  daily rate was down at $73.61  compared to March
31, 2000 at $83.86, or a decrease of 12%. An indicator more commonly used in the
industry is the revenue per available room rate.  This rate shows 1999 at $37.67
and year 2000 at $40.97,  an  increase of 8.75% for the year and as of March 31,
2001 a rate of 47.91 compared to the same time in 2000 at $36.15 for an increase
of 33%.                                                                         

Supreme  Hospitality  currently serves the traveler who requires perceived value
for  the  nightly  rate  he/she  pays.   Through  active  marketing  to  various
corporations,  Supreme  Hospitality has been successful during its first year of
operations of attracting a reasonable volume of corporate business. On weekends,
Supreme  Hospitality  attracts  customers  who are  typically  in town to attend
various community functions including,  but not limited to, the Balloon and Wine

Festival and the Rod Run.  During the summer months there are  activities in the
area almost every  weekend.  Occupancy  rates during these  weekends  approached
approximately 100% on average during the two years of operation.                

There are 11 hotels and motels with 810 rooms,  in the community  area including
Temecula Valley Inn. The property has excellent  visibility and easy access from
Interstate 15. There are numerous  restaurants  within  walking  distance of the
hotel. Supreme Hospitality utilizes the services of Resolutions to assist in the
booking of rooms.  This firm charges 12% for reservations they make. The website
generates approximately 15% of business, whereas walk-ins average 20%, corporate
business averages 40%, AARP & AAA combined provide 25%.                         

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Temecula  Valley Inn has  developed  its own  website to take  advantage  of the
growing Internet market. The hotel's web address is www.temeculavalley.com.  The
hotel is insured by Legion  insurance  company at  4,000,000  for the  building,
1,500,000  personal  Property and  2,000,000  business  income lost,  all with a
$1,000 deductible.  This insurance policy can be located as exhibit 99.10 titled
Temecula Valley Inn Insurance Policy.                                           

Supreme  Hospitality's  acquisition growth strategy is to increase cash flow and
enhance  shareholder value by building or acquiring  additional hotels that meet
Supreme Hospitality's investment criteria.                                      

Supreme  Hospitality,  on July 1, 2000 entered into a franchise  agreement  with
Days Inn of America. The franchise fee is 8 1/2% of gross room revenues, payable
monthly.  The first two months  were  charged at a reduced  rate of 2%.  Supreme
Hospitality  expects  increased  room  revenues  due to  Days  Inn of  America's
national and international marketing programs. Supreme Hospitality does not have
the need for any  government  approval of its  services.  There is no government
regulation  on the  business.  There was no research and  development  activity.
Supreme  Hospitality does not have any products or services,  which are affected
by environmental laws. The franchise agreement can be located on page 48 of this
document, exhibit 99.7.                                                         

Competitive Conditions                                                          

The hotel  industry  is highly  competitive  and hotels  experience  competition
primarily from other upscale hotels in its immediate vicinity.  However there is
also competition with hotel  properties in the same geographic  market.  Supreme
Hospitality will also be in competition with hotels which may have substantially
greater marketing and financial resources than Supreme Hospitality.             

AVAILABLE INFORMATION                                                           

Supreme  Hospitality  has filed  with the  Securities  and  Exchange  Commission
("SEC") a Registration Statement on Form 10-SB ("Registration  Statement") under
the Securities Act of 1933, as amended  ("Securities  Act"), with respect to the
Securities.  This  Prospectus,   which  constitutes  part  of  the  Registration
Statement,  omits  certain  of the  information  contained  in the  Registration
Statement  and the  exhibits  thereto  on file  with  the  SEC  pursuant  to the
Securities  Act  and  the  rules  and  regulations  of the  SEC  hereunder.  The
Registration Statement,  including exhibits thereto, may be inspected and copied
at the public  reference  facilities  maintained by the SEC at 450 Fifth Street,
NW, Room 1024,  Washington,  DC. 20549. Copies may be obtained at the prescribed
rates from the public  reference  Section of the SEC at its principal  office in
Washington,  DC.  Statements  contained in this Prospectus as to the contents of
any contract or any document  referred to are not necessarily  complete,  and in
each instance  reference is made to the copy of such contract or other  document
filed as an exhibit to the  Registration  Statement,  each such statement  being
qualified in all respects by such reference.                                    

Supreme  Hospitality  is  subject  to  the  informational  requirements  of  the
Securities  Exchange Act of 1934, as amended ("Exchange Act"), and in accordance
therewith will file reports and other information with the SEC. Such reports and
other  information can be inspected and copied at the location  described above.
Copies of such  materials  can be  obtained  by mail from the  Public  Reference
Section of the SEC at 450 Fifth Street, NW, Room 1024, Washington, DC. 20549, at
prescribed rates.                                                               

MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS                     

The following discussion should be read in connection with Supreme Hospitality's
financial  statements  and related  notes  thereto  included  elsewhere  in this
Prospectus.                                                                     

OVERVIEW                                                                        

Supreme  Hospitality  was  organized  for the  purpose of  creating a  corporate
vehicle to seek,  investigate and, if such  investigation  warrants,  acquire an
interest in one or more  business  opportunities  presented  to it by persons or
firms who or which  desire to seek  perceived  advantages  of a  publicity  held
corporation. On April 30, 2000 Supreme Hospitality acquired Temecula Valley Inn,
a Nevada  Corporation as a wholly owned subsidiary of Supreme  Hospitality in an
exchange of Common Stock, Sub Curia. The primary activity of Supreme Hospitality
is the hospitality business for both the business and leisure traveler.         

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RESULTS OF OPERATIONS                                                           

Total revenues, ending December 31, 1999, were $1,257,463,  compared to the year
2000,  ending December 31, 2000, which were $1,410,429.  Total revenues,  ending
March 31, 2000,  were $315,203,  compared to the period ending March 31, 2001 of
$400,368. The small increase in revenues for both periods is minute and needs no
further discussion.                                                             

Total Operating Expenses, ending December 31, 1999, were $1,678,825, compared to
the year ending December 31, 2000,  which were  $1,778,313.  The main reason for
this slight  increase in  operating  expenses is the increase in interest in the
year 2000. In the year ending  December 31, 1999 the total interest in operating
expenses was $540,176, compared with the year ending December 31, 2000 which had
a total interest amount of $619,007.  Loss from operations,  ending December 31,
1999 were $421, 362,  compared to the year ending December 31, 2000,  which were
$367,884.                                                                       

Due to unexpected higher cost of start-up and one year of city road construction
on our only entrance, which inhibited our projected cliental, we became past due
in our real estate taxes.  The amount of these past due taxes is $104,000  which
includes  interest and  penalties  for the period from December 1999 through May
2000. We are now in technical  violation of both bank loans. Our auditor and Mr.
Lang have had verbal  commutations  with the banks  which have  replied,  and we
quote,  that  although  the  arrears  are a serious  matter,  the arrears do not
trigger a default of the loans, end of quote. However, because verbal statements
from the banks are not  binding on them,  the banks  could  still call the notes
due.  Furthermore,  as the loan payments are currently  maintained,  and Supreme
Hospitality timely and fully explains its reasons for any technical  violations,
the banks  will not call the loan due.  Due to the banks  response  and the fact
that we are and have been  current  with our bank loans,  we do not perceive the
arrears a risk at this time. The bank notes can be found as exhibit 99.9, Valley
Independent Bank Note and exhibit 99.11, Temecula Valley Bank Note.             

Due to the increase in revenue we have  experienced  during the first quarter of
this  year,  we are  meeting  all our  financial  obligations  and  feel we will
continue  to do so in the  future.  We have  been able to set aside a fund to be
used for the  repayment  of the back taxes due,  and expect to be current by the
end of this year.                                                               

Supreme  Hospitality  may obtain  funds for  additional  hotel  construction  or
acquisition  by private  placement,  equity or debt issues.  Persons  purchasing
securities in these placements and other  shareholders  will likely not have the
opportunity  to  participate  in  the  decision  relating  to  any  acquisition.
Investors  will  entrust  their  investment  monies  to  Supreme   Hospitality's
management  before they have a chance to analyze any ultimate  success  which is
heavily dependent on Supreme Hospitality's management, which will have virtually
unlimited discretion in new construction or acquisition.                        

Relating to the Temecula  Valley Inn,  depreciation is provided on the financial
statements on the  straight-line  method.  For tax purposes,  MACRS is used. For
both, the following estimated useful lives are:                                 

Building and Improvements          40 years                   
Land Improvements                  15-40 years                
Furniture and Equipment            7-10 years                 

On the Temecula hotel,  the realty tax rate on the building and land is 1.12925%
plus fixed  charges  of  $5,904.  The  annual  taxes are  $82,820.  There are no
proposed improvements on this property.                                         

Supreme  Hospitality  plans to develop  and  construct  a hotel in the future in
Redding,  California.  It has an option to purchase  approximately 2.61 acres of
approved  hotel  property for  $1,300,000  including a complete  package,  which
consists of a business  plan,  construction  costs,  drawings,  etc. See Exhibit
99.6,  Option  Agreement.  This property is located adjacent to Interstate 5 and
Hilltop Drive in Redding,  California.  This parcel is the last available  hotel
property in this  immediate  area.  The cost is estimated to be  $5,800,000  for
land, building and improvements.  Supreme Hospitality has not paid any money for
the option.  The option price is  $1,300,000.  The contract to purchase the land
was signed in May 2000 and is effective  for 12 months.  Larry Lang has verbally
agreed to extend the Option  through May 2002.  The current owner of the land is
Larry Lang, a major stockholder of Supreme  Hospitality.  The current plan is to
exercise  the  purchase  option on the Redding  property and develop and build a
90-room hotel on this property.  This  development is anticipated to be the next
development Supreme Hospitality will undertake.                                 

The small business does not own the above-described  property and therefore, has
no interest,  mortgages,  liens or  encumbrances  against such  properties.  The
monies will be obtained through the raising of additional  equity funds. At this

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time Supreme Hospitality does not have the appropriate funds for this option and
has not  investigated  any other means for acquiring  these funds.  In the event
Supreme  Hospitality  should be unable  to raise  the  funds  from the  offering
herein, Supreme Hospitality may have to relinquish this offering.               

Supreme  Hospitality has identified  other  properties in the Temecula valley of
Southern  California  to acquire,  develop and build  hotels.  This will be done
through  the  raising of  additional  funding.  An  additional  property  in the
Temecula Valley is included on the financial  projections  commencing operations
in the third quarter of 2002. Development cost for a 120-room hotel is estimated
at $7,800,000 for land development, building and improvements.                  

The  management of Supreme  Hospitality  believes that the Temecula  Valley will
continue  to see  unprecedented  growth not seen since the mid  1980's.  Supreme
Hospitality  is poised to take  advantage of that growth,  given it can meet its
financial requirements.                                                         

Supreme  Hospitality  believes  that  through  the  acquisition  of the land and
subsequent development of these properties, shareholder value will be increased.
The management team has the expertise to identify prime properties and negotiate
a fair  price for the land and  develop it and build a quality  facility,  which
will increase in value.                                                         

As is customary in the industry,  Supreme Hospitality may pay a finder's fee for
locating an  acquisition  prospect.  If any such is paid, it will be approved by
Supreme  Hospitality's  Board of Directors  and will be in  accordance  with the
industry  standards.  Such fees are customarily between 1% and 5% of the size of
the transaction,  based upon a sliding scale of the amount  involved.  Such fees
are typically in the range of 5% of a $1,000,000  transaction ratably down to 1%
in a  $4,000,000  transaction.  Management  has  adopted  a policy  that  such a
finder's fee or real estate  brokerage fee could, in certain  circumstances,  be
paid  to  any  employee,   officer,   director  or  5%  shareholder  of  Supreme
Hospitality,  if such person plays a material  role in bringing in a transaction
to Supreme Hospitality.                                                         

DESCRIPTION OF PROPERTY                                                         

Temecula Valley Inn is located at 27660 Jefferson Avenue, Temecula, CA 92590.   

The mortgages on the property are as follows:                                   

Supreme  Hostility's  president  and his wife are the only persons  obligated to
repay the following long-term debt. They quitclaimed their interests in the real
estate  to  Supreme  Hospitality,  which  was a  violation  of the  banks'  loan
covenants.   The  banks  anticipate  that  they  will  eventually  require  loan
assumptions by Supreme Hospitality however no action has been taken to date. For
financial  presentation  purposes,  all of the following  loans are presented as
debt of Supreme  Hospitality  since the majority of them are  collateralized  by
real and personal property of Supreme Hospitality.                              

Note payable to a bank,  payable in monthly  installments  of $21,961  including
interest  at  prime  plus 1%,  final  payment  due  April,  2006 of  $2,744,836,
collateralized  by first  position on  substantially  all of the assets owned by
Supreme Hospitality or hereinafter acquired.                                    

The  interest  rate at December  31,  2000 was 10.50%.  Because the bank has not
requested an increase in the total monthly amount since inception of the loan as
a result of the  increasing  prime  rate,  there has been no  reduction  in loan
principal since May 2000. As of December 31, 2000, total accrued interest on the
loan  exceeded the monthly  payments  required by a total of $16,185,  which has
been included in accrued liabilities.                                           

Note  payable  to a bank in the  amount  of  $978,972,  guaranteed  by the Small
Business  Administration,  payable in monthly installments of $9,444,  including
interest based on 8.5 % prime plus 2%, plus or minus  adjustments  quarterly for
interest rate changes, final amortized balance due February 2023, collateralized
by a second  position  on  substantially  all of the  assets  owned  by  Supreme
Hospitality  or  hereinafter  acquired.  The prime rate on December 31, 2000 was
9.50%.                                                                          

Note payable to an individual Donald W. Coop and Jennean Coop, Husband and Wife,
as Community Property in the amount of $500,000 payable in monthly  installments
of  $4,825,  including  interest  at  10%,  final  payment  due  February  2003,
collateralized by a third position on Supreme  Hospitality's real property.  The
note has been filed as exhibit 99.12                                            

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DEMOGRAPHICS                                                                    

Temecula's demographic profile shows it to be a very rapidly growing, ethnically
diverse  place,  where  relatively  young,  well-educated  families  are raising
children, and succeeding economically.                                          

Since  1990-1997,  the city has grown from  27,099 to 43,100  people.  The 59.0%
growth  rate is the  fastest of any Inland  Empire  community  with over  40,000
residents.                                                                      

Temecula's  expanding  economy  has  given  it  the  wherewithal  to  devote  an
increasing   amount  of  community   resources  to  education,   parks  and  law
enforcement.  The city has 23  parks  covering  199  acres,  one of the  premier
varietal wine growing areas of California  including twelve wineries that have a
wide  range of grapes  and is one of the safest  cities in  California  having a
crime rate 50% below that of the next safest Inland  Empire city as  represented
by 1996 studies.                                                                

Location:                                                                       

Temecula is located 85 miles  southeast of Los  Angeles,  487 miles south of San
Francisco, and 55 miles north of San Diego.                                     

Economic Growth & Trends:                                                       

                                                                [Download Table]

                                                                                
                                                                                

                                       1970                1980          1990   
       1998                                                                     

Population-County                      459,074            663,116      1,170,413
     1,441,036                                                                  
Taxable sales-County                  $828,578          $3,274,017    $9,522,631
    $11,972,371                                                                 
Population-City                         2,773              8,234        27,099  
      46,558                                                                    
Taxable Sales-City                       N/A                N/A        $119,900 
     $831,094                                                                   
Housing Units-City                       N/A                N/A          9,130  
      13,947                                                                    
Median Household                                                                
Income-City                              N/A                N/A         $44,270 
      $63,248                                                                   
School Enrollment (K-12)                 N/A                N/A          7,595  
      14,614                                                                    

Ethnic Distribution:                                                            

White                                  80.8%                                    
Hispanics                              14.2%                                    
Black                                   1.5%                                    
Asian/pacific Islander                  2.4%                                    
American Indian                         0.5%                                    
Other Race                              0.5%                                    
TOTAL                                 100.0%                                    

Climate:                                                                        

AVERAGE TEMPERATURE                               RAIN                          
HUMIDITY                                                                        

Period     Min      Mean     Max                  Inches                   4a.m.
   Noon    4p.m.                                                                
--------------------------------------------------------------------------------
---------------------------                                                     

January    46.0     61.0     69.9                  1.35                     55  
     40       55                                                                
April      51.7     62.0     72.2                  0.75                     60  
     30       50                                                                
July       62.5     73.4     84.2                  0.05                     45  
     40       35                                                                
October    52.4     64.3     76.2                  0.46                     50  
     30       45                                                                

--------------------------------------------------------------------------------
---------------------------                                                     
Year       57.2     64.7     73.4                  10.44                    52  
     40       45                                                                

Transportation:                                                                 

Rail:                      None                                                 

Truck:                     Two (2) carriers are located in Temecula             

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Over night delivery To:    Los Angeles, San Francisco, San Diego and Phoenix.   

Air:                       French Valley Airport, owned by Riverside County, is 
                         a general aviation facility. Approximately one hour
                      drive to San Diego, Ontario, John Wayne and Palm
Springs Airports.         

Bus:                       Greyhound to Riverside, San Diego, Los Angeles,      
                      Riverside Transit Agency local and intercity bus
service.                  

Ports:                     Nearest ports at Los Angeles-Long Beach, 85 miles    
               northeast, and San Diego, 55 miles south.

Highways:                  I-215 north to Riverside I-15 north to Corona, Orange
                           County and Los Angeles I-15 south to San Diego County
         State Route 79 east to Palm Springs

Community Facilities:                                                           

Health:                    72 physicians/surgeons                               
46 dentists               
10 optometrists           
20 chiropractors          
                           2 major  hospitals are found just north of the city -
                           Inland  Valley  Regional   Medical  Center  -  Rancho
Springs Medical Center    

Education:                 10 elementary schools                                
3 middle schools          
2 high schools            
1 continuation high school
     1 independent study high school
9 private schools         

Cultural:                  36 churches               10 banks                   
                   1 library                 2 savings and loans
        7 newspapers              1 museum
                         1 cable network (TCI)     3 theaters with 9 screens

Recreation:                15 wineries                                          
3 public golf courses     
1 private golf course     
Vail Lake (12 miles east) 
       Skinner Lake (12 miles northeast)
    150 miles of equestrian trails

Hotels/motels:    11 hotels and motels, with 810 room, in the community area    

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                  

Grubstake,  Inc. later to be called  Richwood,  Inc., later to be called Supreme
Hospitality  was founded by Anne Angell.  Ms. Angell  received no value from the
issuer and has no options  or rights of any kind to be  received.  There were no
predecessors to Ms. Angell. On April 1, 2000 the bearer of the 25,000 issued and
outstanding shares of Richwood,  Inc.,  formerly  Grubstake,  Inc., became First
Dominion  Financial,  LTD. The nature of the  transaction  was to facilitate the
change of ownership and there was no  relationship  or monetary value  exchanged
between the issuer and First Dominion Financial, LTD.                           

Temecula Valley Inn was the sole  proprietorship  of Larry and Diana Lang, their
activities were for the construction and subsequent operation of a 90 room three
story hotel for profit.                                                         

An officer of the  corporation  provides office  services  without charge.  Such
costs are immaterial to the financial statements and accordingly,  have not been
reflected  therein.  The  officers  and  directors  of Supreme  Hospitality  are
involved in other business activities and may in the future,  become involved in
other  business  opportunities.  If  a  specific  business  opportunity  becomes

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available,  such  persons  may face a  conflict  in  selecting  between  Supreme
Hospitality  and their other business  interests.  Supreme  Hospitality  has not
formulated a policy for the resolution of such conflicts.                       

Regarding the Redding  property:  An appraisal was completed in February 1998 on
the two  parcels of land in  Redding,  CA,  APN  117-170-07  & 08. The  parcels,
approximately  2.61 acres,  appraised for  $855,000.00 or $7.52 per square foot.
Checking on  comparable  properties  in the  Redding  area with real state agent
Craig  McQuire of Real Estate by Craig and Carol has indicated to us that a fair
market value would be at a minimum of $10.00 per square foot or $ 1,  137,000.00
to a maximum of $12.00 per square foot or $ 1,364,000.00.  This does not include
any development fees.                                                           

Mr. Lang  purchased  the property in November 1996 with an overall cost incurred
of $ 1,086,000.  Additional  costs have been and will be incurred by Mr. Lang in
order to bring the property in a condition for construction of a hotel.         

The cost of  development  fees,  drawings,  use permit and a final  construction
package is estimated to be approximately $ 175,000.00.                          

Therefore the property can be estimated  to be worth  approximately a minimum of
$1,312,000.00 which includes the development fees and construction package.     

Floyd  and  Glenda  Janeway  who are  owners  of  3,000,000  shares  of  Supreme
Hospitality  held a company  which  acted as a project  manager  for the  hotels
construction and was paid $58,000 for supervision services.                     

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                        

Supreme  Hospitality's  common or preferred stock is not presently quoted on any
public market.                                                                  

COMMON STOCK                                                                    

At inception,  Supreme  Hospitality  originally had authorized and issued 25,000
shares  of no par  value  common  stock.  On  April  17,  2000 the  articles  of
incorporation were amended to provide for 50,000,000 authorized shares at $.0001
par value and a forward  stock split of 40 to 1,  resulting in 1,000,000  issued
and  outstanding  shares as of the merger date. An additional  9,000,000  common
shares  were  then  issued  to  the  Temecula  Valley  Inn   shareholders  in  a
re-capitalization of Supreme Hospitality.                                       

In connection with the employment contract of Supreme  Hospitality's  president,
as more  fully  described  in  executive  compensation,  the Board of  Directors
approved  an annual,  non-qualified  option for him to  acquire,  at fair market
value at the date of grant,  a minimum  of 1 percent  of  Supreme  Hospitality's
outstanding  shares during the term of his  employment  contract.  The number of
shares to be granted shall be  determined by the Board of Directors.  All shares
granted shall have an exercise period of 36 months  following the date of grant.
No options were granted as of December 31, 2000.                                

Dividend Policy:                                                                

To date,  Supreme  Hospitality  has not paid any cash  dividends on their common
stock.  Supreme  Hospitality  currently  intends to retain  all of their  future
earnings  for use in their  business  and,  therefore,  does not  expect  to pay
dividends in the near future.                                                   

PREFERRED STOCK                                                                 

There are 1,000,000 shares of Preferred Stock issued with a par value of $0.0001
per share. No other series of Preferred Stock has been authorized or issued. The
Preferred Stock will rank senior to the Common Stock with respect to the payment
of dividends and amounts upon liquidation,  dissolution or winding up of Supreme
Hospitality  without the consent of any holder of Preferred Stock. The Preferred
Shareholders shall have no voting rights. No other series of Preferred Stock has
been authorized or issued.                                                      

One Preferred  share is convertible  into three shares of Supreme  Hospitality's
common  stock at any time after the first twelve  months of purchase  during the
three-year period at the option of the shareholder.  The conversion is automatic
on the third year record date if not converted earlier by the shareholder.      

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Dividend Policy:                                                                

The  Preferred  shares yield a 10% per annum  dividend,  which is paid in common
shares at the market price upon conversion. The 10% annual common stock dividend
is determined by multiplying  the preferred share offering price and dividing it
by the market price per share.  This will  determine the number of common shares
to the shareholder upon conversion.                                             

                                                                [Download Table]



EXECUTIVE COMPENSATION                                                         

Name and                                                                       
Other         All                                                              
Principal                                                                      
Annual        Other                                                            
position                                  Year         Salary        Bonus     
Compensation  Compensation                                                     
----------------------------------------- ------------ ------------- ----------
------------- ------------                                                     
                                                                               
                                                                               

Larry W. Lang                             1999         $000(I)       $0000     
$000          $000                                                             
Chairman, Sole Director, President And    2000         $30,000(I)    $000      
$000          $000                                                             
Secretary/Treasurer, Principal and        2001         $000(II)      $000      
$000          $000                                                             
Financial Accounting Officer                                                   
----------------------------------------- ------------ ------------- ----------
------------- ------------                                                     

No other officer, director, or employee received in excess of $100,000 in salary
and benefits in 2000, nor do we expect to pay any officer, director, or employee
in excess of $100,000 in salary and benefits in 2001.                           

I: Larry W. Lang  earned  $3,000 per month as a  consultant  for the period from
April 1999 through April 2000,  pursuant to a written agreement.  He received no
compensation  from Supreme  Hospitality  in 1999 and in 2000 received a total of
$30,000 for his services.                                                       

II: Commencing  October 1, 2000, and expiring on December 31, 2010, the Board of
Directors approved an employment contract for its president,  that provides for,
among other benefits, annual compensation of $120,000 through December 31, 2001,
and thereafter,  a minimum of a 10 percent increase per annum. In addition,  the
president  is to receive  annually,  10  percent  of  pre-tax  income of Supreme
Hospitality and stock options as more fully described above.  There are a number
of fringe benefits provided in the contract during the contract term,  including
the use of an automobile,  disability compensation based on annual compensation,
and a $500,000 life insurance policy payable to beneficiaries  designated by the
president.  The employment contract was filed with Supreme  Hospitality's SB-2/A
as  exhibit  99.5  April  2001.  To date  Larry  W.  Lang has not  received  any
compensation from Supreme Hospitality for the year 2001.                        

FINANCIAL STATEMENTS                                                            

The required financial statements can be found on the following pages:          

Independent Auditor's Report                          Page 32 
Balance Sheet                                         Page 33 
Stockholder's Equity                                  Page 34 
Statement of Operations                               Page 35 
Statement of Cash Flow                                Page 36 
Weighted Average Number of Shares Outstanding         Page 37 
Notes to Financial Statements                         Page 38 

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INDEPENDENT AUDITORS' REPORT                                                    

To the Board of Directors and Stockholders                                      

Supreme Hospitality                                                             
Temecula, California                                                            

We have audited the  accompanying  balance  sheet of Supreme  Hospitality  as of
December  31,  2000,  and the  related  statements  of  operations,  changes  in
stockholders' equity, and cash flows for each of the years in the two years then
ended.  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 audits.                                                 

We conducted  our audits in accordance  with U.S.  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 audit provides a reasonable basis for our opinion.          

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Supreme  Hospitality  as of
December 31, 2000, and the results of its operations and its cash flows for each
of the years in the two  years  then  ended in  conformity  with U.S.  generally
accepted accounting principles.                                                 

The accompanying  financial  statements have been prepared  assuming the company
will  continue  as a going  concern.  As  discussed  in note 1 to the  financial
statements,  the company is  dependent  upon its  ability to develop  additional
sources of capital, and/or achieve profitable operations. These conditions raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.                                                 

/s/  Braverman & Company, P.C.                                                  
------------------------------                                                  
Braverman & Company, P.C.                                             
Prescott, Arizona                                                     
March 19, 2001                                                        

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                                                                [Download Table]



                       SUPREME HOSPITALITY AND SUBSIDIARY                  
                           CONSOLIDATED BALANCE SHEETS                     
              (SUBSTANTIALLY ALL ASSETS ARE PLEDGED AS COLLATERAL)         
                                     ASSETS                                

MARCH 31,        December 31,                                              
CURRENT ASSETS:                                                            
2001              2000                                                     

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

(unaudited)                                                                
        Cash                                                            $  
  55,256    $          2,677                                               
        Trade accounts receivable                                          
  67,022              53,116                                               
        Other                                                              
   3,848               4,615                                               

-------------------  -------------------                                   
                  Total current assets                                     
 126,126              60,408                                               

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

PROPERTY AND EQUIPMENT, AT COST,                                           
     less accumulated depreciation of $622,889 and $556,108                
4,939,878            5,000,886                                             

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

OTHER ASSETS:                                                              
        Deferred Offering Costs                                            
  81,750               81,000                                              
        Loan fees, less accumulated amortization of $6,576                 
  19,789               21,034                                              
        Initial franchise fee, less accumulated amortization of $667       
  23,333               24,333                                              
        Other assets                                                       
  10,178               10,200                                              

-------------------  -------------------                                   
                  Total other assets                                       
 135,050              136,567                                              

-------------------  -------------------                                   
                                                                        $  
5,201,054    $       5,197,861                                             

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

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)            

CURRENT LIABILITIES:                                                       
        Trade accounts payable                                          $  
 244,673    $         234,159                                              
        Related party loans                                                
 634,288              492,123                                              
        Accrued liabilities                                                
 169,637              126,368                                              
        Current maturities of long-term debt                               
 278,686              287,309                                              

-------------------  -------------------                                   
                  Total current liabilities                                
1,327,284            1,139,959                                             

LONG-TERM DEBT, LESS CURRENT MATURITIES                                    
4,875,952            4,936,555                                             

-------------------  -------------------                                   
                  Total liabilities                                        
6,203,236            6,076,514                                             

-------------------  -------------------                                   
COMMITMENTS AND CONTINGENCIES                                              
STOCKHOLDERS' EQUITY (DEFICIT)                                             
        Preferred stock, $.0001 par value; authorized 1,000,000            
         shares; none outstanding                                          
                           -                                               
        Common stock; $.0001 par value; authorized 50,000,000              
         shares; 10,000,000 outstanding                                    
   1,000                1,000                                              
        Paid-in capital                                                    
   1,500                1,500                                              
        Accumulated (deficit)                                              
(1,004,682)            (881,153)                                           

------------------- -------------------                                    
                  Total stockholders' equity (deficit)                     
(1,002,182)            (878,653)                                           

-------------------  -------------------                                   
                                                                        $  
5,201,054    $       5,197,861                                             

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

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                       SUPEREME HOSPITALITY AND SUBSIDIARY                      
             CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)            
                    FOR THE TWO YEARS ENDED DECEMBER 31, 2000                   
                      AND THREE MONTHS ENDED MARCH 31, 2001                     

                                                  COMMON STOCK                  
PAID-IN         ACCUMULATED                                                     
                                       -----------------------------------      
                                             SHARES        AMOUNT               
CAPTIAL          (DEFICIT)            TOTAL                                     
                                       -----------------------------------      
-------------- ---------------- ---------------                                 
                                                                                
                                                                                

(audited)                                                                       

Balances, December 31, 1998                  25,000        $   2,500          $ 
       -    $      (2,670)   $      ( 170)                                      

Net (loss) for the year                                                         
                      (85)            (85)                                      
                                       -----------------------------------      
-------------- ---------------- ---------------                                 

Balances, December 31, 1999                  25,000            2,500            
       -           (2,755)           (255)                                      
Forward stock split, change                                                     
 from no par value to par                                                       
 value of $.0001 per share                  975,000           (2,400)           
   2,400                                -                                       
Recapitalization                          9,000,000              900            
    (900)                               -                                       

Pre-merger capital (deficit)                                                    
                 (689,172)       (689,172)                                      
Net (loss) for the period                                                       

April 30 to December 31, 2000                                                   
                 (189,226)       (189,226)                                      
                                       -----------------------------------      
-------------- ---------------- ---------------                                 

Balances, December 31, 2000                10,000,000      $     1,000        $ 
   1,500    $    (881,153)   $   (878,653)                                      
(unaudited)                                                                     
Net (loss) for the three months                                                 
 ended March 31, 2001                                                           
                 (123,529)       (123,529)                                      
                                       -----------------------------------      
-------------- ---------------- ---------------                                 

Balances, March 31, 2001 (unaudited)       10,000,000      $     1,000        $ 
   1,500    $  (1,004,682)   $ (1,002,182)                                      
                                       ===================================      
============== ================ ===============                                 

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                       SUPEREME HOSPITALITY AND SUBSIDIARY                    
                      CONSOLIDATED STATEMENTS OF OPERATIONS                   

                      THREE MONTHS ENDED                                      
                                                      YEAR ENDED DECEMBER 31, 
                      MARCH 31,                                               

----------------------------------------                                      
--------------------------------------                                        
                                                     2000                 1999
                   2001               2000                                    
                                              -------------------             
------------------   --------------------------------------                   

        (unaudited)          (unaudited)                                      
                                                                              
                                                                              

REVENUES                                       $      1,410,429      $        
1,257,463       $       400,368    $       315,203                            
                                              -------------------             
------------------   --------------------------------------                   

OPERATING EXPENSES:                                                           
      Selling, general and administrative               885,726               
868,604                312,436            191,357                             
      Depreciation and amortization                     273,580               
270,045                 68,025             68,487                             
      Interest                                          619,007               
540,176                143,436            149,923                             
                                              -------------------             
------------------   --------------------------------------                   
           Total operating expenses                   1,778,313               
1,678,825                523,897            409,767                           
                                              -------------------             
------------------   --------------------------------------                   

(LOSS) FROM OPERATIONS                         $       (367,884)     $        
(421,362)       $      (123,529)    $      (94,564)                           
                                              -------------------             
------------------   --------------------------------------                   

NET (LOSS) PER SHARE                           $          (0.04)     $        
(0.05)       $         (0.01)    $        (0.01)                              
                                              ===================             
==================   ======================================                   

WEIGHTED AVERAGE NUMBER OF                                                    
 SHARES OUTSTANDING-BASIC                             9,666,667               
9,000,000             10,000,000          9,000,000                           
                                              ===================             
==================   ======================================                   

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                               SUPREME HOSPITALITY                             
                      CONSOLIDATED STATEMENT OF CASH FLOWS                     

                                                                   YEAR ENDED  
                                                                   DECEMBER 31,
          THREE MONTHS ENDED                                                   
                                                                 2000          
1999          2001        2000                                                 
                                                                 ----          
----          ----        ----                                                 
CASH FLOWS FROM OPERATING ACTIVITIES                                           
       (unaudited) (unaudited)                                                 
                                                                               
                                                                               

  Net Loss                                                    ($367,884)       
($421,362)   ($123,530)                                                        
  Adjustments to reconcile net (loss) to net cash provided:                    
     Depreciation and amortization                              273,580        
270,045       68,025       68,487                                              
     Gain on disposition of vehicle                              (2,418)       
     (Increase) decrease in  assets                                            
     Trade accounts receivable                                  (27,314)       
(11,698)     (13,906)      (4,378)                                             
     Other current assets                                           464        
(5,079)         767         (979)                                              
     Increase(decrease) in  liabilities                                        
     Trade accounts payable                                     126,712        
26,786       10,514       31,624                                               
     Accrued liabilities                                         65,277        
(63,325)      34,647        5,218                                              
                                                              ---------        
---------    ---------    ---------                                            

  NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES               68,417        
(204,633)     (23,483)       5,409                                             
                                                              ---------        
---------    ---------    ---------                                            
CASH FLOWS FROM INVESTING ACTIVITIES                                           
     Deferred offering costs                                    (81,000)       
(705)     (24,500)                                                             
     Purchase of Days Inn franchise                             (25,000)       
     Loan fees                                                  (27,610)       
     Other                                                       (3,000)       
(1,800)       1,022        3,000                                               
                                                              ---------        
---------    ---------    ---------                                            
     NET CASH ( USED BY) INVESTING ACTIVITIES                  (109,000)       
(29,410)         272      (21,500)                                             
                                                              ---------        
---------    ---------    ---------                                            
CASH FLOWS FROM FINANCING ACTIVITIES                                           
     Purchase of equipment                                      (11,238)       
(5,772)                                                                        
     Loan proceeds                                              123,664        
445,991                                                                        
     Related party loans                                        168,387        
(82,547)     142,165       57,372                                              
     Proceeds from sale of common, stock                          3,000        
     Loan repayments                                           (254,052)       
(128,261)     (60,603)     (53,770)                                            
                                                              ---------        
---------    ---------    ---------                                            
     NET CASH PROVIDED BY FINANCING ACTIVITIES                   29,761        
235,183       75,790        3,602                                              
                                                              ---------        
---------    ---------    ---------                                            

     NET INCREASE (DECREASE) IN CASH                            (10,822)       
1,140       52,579      (12,489)                                               

     CASH, AT BEGINNING OF YEAR                                  13,499        
12,359        2,677       13,499                                               
                                                              ---------        
---------    ---------    ---------                                            
     CASH, AT END OF YEAR                                     $   2,677    $   
13,499    $  55,256    $   1,010                                               
                                                              =========        
=========    =========    =========                                            

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                               
     Cash paid for interest                                   $ 608,763    $   
466,280    $ 100,642    $  70,686                                              
                                                              =========        
=========    =========    =========                                            

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Supreme Hospitality                                                             
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                                   
1999 and 2000                                                                   

Balances, December 31, 1999                       25,000                        
Forward stock split, change                                                     
from no par value  to par                                                     
value of $.0001 per share                       975,000                       
Recapitalization                               9,000,000                        
Pre-merger capital (deficit)                                                    
Net (loss) for the period                                                       
April 30 to December 31, 2000                                                 
                     -------------

Balances, December 31, 2000                   10,000,000                        

1999                            
----                            
shares issue in 2000 to acq sub                9,000,000                        
2000                            
----                            
shares issued prior to recapitalization                                         
as of April 30, 2000                         9,000,000  x 4         36,000,000
May                         after recapital. 10,000,000              10,000,000 
June                                         10,000,000              10,000,000 
July                                         10,000,000              10,000,000 
August                                       10,000,000              10,000,000 
September                                    10,000,000              10,000,000 
October                                      10,000,000              10,000,000 
November                                     10,000,000              10,000,000 
December                                     10,000,000              10,000,000 

                           total                                   116,000,000
                           divided by 12                             9,666,667

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SUPREME HOSPITALITY AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2000

NOTE 1 - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES                    

THE COMPANY                                                                     

Supreme  Hospitality  (the Company or  Supreme),  formerly  Grubstake,  Inc. and
Richwood,  Inc.  was  incorporated  in Nevada on  November  10,  1997.  Until it
acquired all of the outstanding  common stock of Temecula Valley Inn, Inc. (TVI)
in a recapitalization  (reverse merger), the Company had no operations and was a
development  stage company as defined in FASB No.7. On April 17, 2000,  pursuant
to the  pending  recapitalization,  the  Company  changed  its  name to  Supreme
Hospitality,  and on April 30,  2000,  TVI became a wholly owned  subsidiary  of
Supreme in a  qualifying  reorganization  under  Section  368  (a)(1)(B)  of the
Internal Revenue Code of 1986.                                                  

TVI's  activities  were  the   construction   and  subsequent   operation  of  a
ninety-room,  3-story hotel located in Temecula, California, which was opened to
the public in December  1998 under the name of  Temecula  Valley Inn. In July of
2000, the hotel,  pursuant to a franchise agreement,  operated under the name of
Days Inn.                                                                       

PRINCIPLES OF CONSOLIDATION                                                     

The Company's consolidated financial statements include the financial statements
of Supreme  and TVI for all  periods  presented.  All  significant  intercompany
accounts and transactions have been eliminated.                                 

Financial Statement Presentation                                                

The historical cost basis of all assets and liabilities of TVI have been carried
forward,  similar to the accounting treatment given in a "pooling of interests".
TVI is  considered  the  accounting  acquirer  because  it  became  the owner of
substantially  all of the  outstanding  common  stock  of the  acquired  "shell"
company.  Pre-merger  losses of TVI,  net of $3,000 of common  stock,  have been
classified  as  "pre-merger  capital  (deficit)" in the  accompanying  financial
statements,  since such  losses have been  passed  through  and  utilized by the
former owners of TVI when it was initially a proprietorship through December 31,
1999, and an S corporation in 2000,  until the date of merger.  Unless otherwise
indicated,   all  references  to  the  Company  include  Supreme  and  TVI.  The
corporation's year-end is December 31.                                          

USE OF ESTIMATES AND ASSUMPTIONS                                                

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and  assumptions  that  affect  the  reported  amounts  and  the  disclosure  of
contingent  amounts in the Company's  financial  statements and the accompanying
notes.  Actual  results  could differ from those  estimates.  Certain prior year
amounts have been reclassified to conform to the current year presentations.    

Incorporation and Taxable Status of TVI                                         

TVI had been a sole  proprietorship  for the period from its  inception  in 1997
through December 31, 1999. On January 1, 2000, all of the assets and liabilities
relating  to  the  hotel  operation  were  transferred  to a  newly  formed  "S"
corporation  under the provision of Section 351 of the Internal  Revenue Code of
1986.  Therefore,  no income tax  provision  is provided or  applicable  for the
operating  results of TVI prior to April 30, 2000,  since those  operations were
included in the personal tax returns of the former owners of TVI and taxed based
on their personal tax strategies.                                               

As of and  subsequent  to the merger date, an income tax provision is applicable
for the tax effects of  transactions  reported in the financial  statements  for
taxes  currently due, plus deferred taxes related to the difference  between the
basis of the property and equipment for financial and income tax reporting.     

Revenue Recognition                                                             

Room and other revenues are recognized when earned.                             

Concentrations                                                                  

Less than a majority  of the  customers  of the hotel are  corporate  customers.
There is no  concentration of corporate  customers in any one industry  segment,
and no one customer or corporation  constitutes  10% or more of total  revenues.

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CASH EQUIVALENTS                                                                

The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents.                                 

Loan Fees                                                                       

Loan fees relating to permanent  financing incurred in 1999 were capitalized and
are being  amortized  ratably over the remaining life of the related loan.  Loan
fee amortization for 2000 and 1999 was $3,944 and $2,632, respectively.         

Fair Value of Financial Instruments                                             

Statement of Financial  Accounting  Standards  No. 107,  disclosures  about fair
value of financial instruments, defines the fair value of a financial instrument
as  the  amount  at  which  the  instrument  could  be  exchanged  in a  current
transaction  between  willing  parties.  The  carrying  values of the  Company's
financial instruments, which include cash, accounts receivable, accounts payable
and accruals,  approximate fair values due to the short-term  maturities of such
instruments.  The fair value of the Company's long-term debt, which approximates
carrying  value,  is estimated based on the current rates offered to the Company
for debt of the same remaining maturities.                                      

Income Taxes                                                                    

Income  taxes are  provided  for using the  liability  method of  accounting  in
accordance with Statement of Financial  Accounting Standards No. 109 "Accounting
for Income  Taxes".  A  deferred  tax asset or  liability  is  recorded  for all
temporary  difference  between financial and tax reporting of which depreciation
is the most  significant.  Deferred tax expense  (benefit)  results from the net
change  during  the year of  deferred  tax  assets  and  liabilities.  Valuation
allowances are established, when necessary, to reduce deferred tax assets to the
amount expected to more likely than not realized in future tax returns.  Tax law
and rate changes are reflected in income in the period such changes are enacted.

Since merger,  the Company has continued to sustain operating losses. For income
tax purposes the post merger operating loss was approximately $158,000 resulting
in a  deferred  tax  asset of  $60,000,  which has been  completely  offset by a
valuation  allowance  of $60,000.  Therefore  as of December  31,  2000,  no tax
benefit or deferred tax asset has been provided in the accompanying consolidated
financial  statements since management  cannot  determine,  at the present time,
that it is more  likely  than not that such  benefit  will be utilized in future
periods.  The  operating  loss is  available  for a period of 20 years to offset
future taxable income.                                                          

LOSS PER SHARE                                                                  
--------------                                                                  

Net loss per  share is  provided  in  accordance  with  Statement  of  Financial
Accounting  Standards No. 128 (SFAS No.128) "Earnings Per Share". Basic loss per
share is computed by dividing net loss available to common  stockholders  by the
weighted  average  number of common shares  outstanding  during the period.  For
presentation  purposes,  all shares outstanding have been considered outstanding
since inception.                                                                

Going Concern                                                                   

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in the normal  course of  business.  The  Company's  ability to
continue in existence is dependent on its ability to develop  additional sources
of capital,  and/or achieve profitable  operations.  The accompanying  financial
statements do not include any adjustments  that might result from the outcome of
these  uncertainties.  Management's  plan  is  to  sell  additional  equity  and
eliminate its debt,  thereby  providing  positive cash flow through its existing
operations.                                                                     

Composition of Certain Financial Captions                                       

Property and Equipment                                                          
----------------------                                                          

      Property and equipment are stated at historical  cost and are  depreciated
using the straight-line method over the useful lives indicated:                 

Land and land improvements                                    $2,120,916        
Building                                                       2,376,918        
Furniture and equipment                                        1,059,160        
                                                       ---------

Total Cost                                                    $5,556,994        
Less accumulated depreciation                                    556,108        
                                                       ---------

Property and Equipment, net                                   $5,000,886        
                                                       ---------

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                                                         Useful lives in years  
                                                         ---------------------  
Building                                                             40         
Land improvements                                                 15-20         
Furniture, fixtures and equipment                                  3-10         

Depreciation expense for the years ended December 31, 2000 and 1999 was $268,969
and $267,413, respectively                                                      

OTHER ASSETS                                                                    
------------                                                                    

Included in other  assets is the cost of the Days Inn initial  franchise  fee of
$25,000,  which is  being  amortized  ratably  over the  15-year  period  of the
franchise agreement, commencing in 2000. Amortization expense for 2000 was $667.
Franchise  royalties  and  reservation  system user fees totaling 8.8 percent of
gross room revenues are expensed as incurred.                                   

DEFERRED OFFERING COSTS                                                         
-----------------------                                                         

Supreme  entered  into an agreement  with a consulting  firm in March 2000 which
provides,  among other things, that the firm will arrange for the acquisition of
a shell  company,  obtain a trading  symbol and market maker for the sale of the
Company's  stock,  and arrange  for the filing and  successful  completion  of a
registration  statement with the Securities and Exchange Commission for the sale
of the Company's common stock.                                                  

As of December 31, 2000,  Supreme paid in full all  consulting  fees of $73,500,
which were  capitalized  as a deferred  offering  cost along with other  related
registration  costs  incurred,  pending the successful  completion of a proposed
public offering. If the offering is successful, all deferred costs incurred will
be charged against the net proceeds of the offering.  If unsuccessful,  deferred
offering costs will be written off                                              

NOTE 2 - LONG -TERM DEBT                                                        

The Company's president and his wife are the only persons obligated to repay the
following long-term debt. They quitclaimed their interests in the real estate to
the  Company,  which was a  violation  of the banks' loan  covenants.  The banks
anticipate  that they will eventually  require loan  assumptions by the Company,
however, no action has been taken to date. For financial  presentation purposes,
all of the  following  loans  are  presented  as debt of the  Company  since the
majority  of them  are  collateralized  by real  and  personal  property  of the
Company.                                                                        

Note payable to a bank,  payable in monthly  installments  of $21,961  including
interest  at  prime  plus 1%,  final  payment  due  April,  2006 of  $2,744,836,
collateralized by first position on substantially all of the assets owned by the
Company or hereinafter acquired.                                                
$2,744,836                                                                      

The  interest  rate at December  31,  2000 was 10.50%.  Because the bank has not
requested an increase in the total monthly amount since inception of the loan as
a result of the  increasing  prime  rate,  there has been no  reduction  in loan
principal since May 2000. As of December 31, 2000, total accrued interest on the
loan  exceeded the monthly  payments  required by a total of $16,185,  which has
been included in accrued liabilities.                                           

Note payable to a bank, guaranteed by the Small Business Administration, payable
in monthly installments of $9,444,  including interest based on 8.5 % prime plus
2%,  plus or minus  adjustments  quarterly  for  interest  rate  changes,  final
amortized  balance due February  2023,  collateralized  by a second  position on
substantially  all of the assets owned by the Company or  hereinafter  acquired.
The prime rate at December 31, 2000 was 9.50%.                                  
   978,972                                                                      

Note  payable  to an  individual,  payable in  monthly  installments  of $4,825,
including interest at 10%, final payment due February 2003,  collateralized by a
third position on the Company's real property.                                  
   484,173                                                                      

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Capitalized  lease  obligation,  payable in  monthly  installments  of  $28,854,
including  interest  ranging from 12.4% to 14.4% and sales taxes,  final payment
due February 2004, collateralized by leased assets of the hotel.                
   893,845                                                                      

Unsecured  installment  notes payable to two finance  companies,  $3,236 payable
monthly, including interest at 12.34% to 16.52% per annum, due 2005.            
   122,038                                                                      

----------                                                                      

                Total long-term debt                                            
 5,223,864                                                                      
                Less current maturities                                         
   287,309                                                                      

----------                                                                      
                Long-term debt, net of current maturities                       
$4,936,555                                                                      

==========                                                                      


NOTE 2 - LONG -TERM DEBT (continued)                                            

Maturities of long-term debt for the five years following  December 31, 2000 are
as follows:                                                                     

2001                     $  287,309         
2002                        325,253         
2003                        820,070         
2004                         95,698         
2005                         41,847         
Thereafter                3,653,687         
                 =========
                 5,223,864

NOTE 3 - CAPITAL LEASE                                                          

The Company leases furniture and equipment, building and land improvements under
a capital  lease.  The  economic  substance  of the lease is that the Company is
financing the  acquisition  of the assets  through the lease,  and  accordingly,
these assets are capitalized as follows:                                        

Land improvements                        $    137,715                           
Building improvements                         114,247                           
Furniture and equipment                     1,041,858                           
               -----------
                 1,293,820
Less accumulated depreciation                 370,025                           
                 ---------
              $    923,795

The following is a schedule of future annual  minimum  lease  payments  required
under the lease together with their net present value as of December 31, 2000:  

          December 31,                                    Amount
             ------------                                -------------
                  2001                                    $    346,245
                  2002                                         346,245
                  2003                                         346,245
                  2004                                          52,789
                                                         -------------

 Total minimum lease payments                                1,091,524
  Amount representing interest                                 (197,679)
                                                         -------------
 Present value of net minimum lease payments                   893,845
  Current portion                                              (246,442)
                                                         -------------
 Long-term capital lease obligation                      $     647,403
                                                         =============

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NOTE 4 - RELATED PARTIES                                                        

A construction  company owned by Supreme's  president was the general contractor
for the  hotel,  which was  completed  in late  1998 at a cost of  approximately
$2,400,000.  Approximately  $110,000  was paid to his  construction  company for
supervision  and  reimbursement  of costs incurred of which less than 50 percent
was compensation. The project manager for the hotel's construction was a company
owned by one of three shareholders of TVI which was paid  approximately  $58,000
for supervision services.                                                       

NOTE 4 - RELATED PARTIES (continued)                                            

Since inception the president of the Company has provided  financing to maintain
the  positive  cash flow of the  Company,  substantially  through  personal  and
related party corporate  loans, the majority of which were interest bearing from
8 to 10 percent per annum.  As of December 31, 2000,  these  related party loans
totaled  $492,123  the  majority  of which are  considered  due within one year.
During the year 2000 net loans from related parties totaled $168,387.           

Included in the loans  payable to related  parties at December  31, 2000 are two
loans that were obtained from a water  district and the city prior to 2000.  The
latter of these loans is  collateralized  by an interest in the  Company's  real
estate,  whereas the other loan provides for  termination of the water supply to
the hotel in the event the loan  becomes  delinquent.  Although  the Company was
delinquent  in the  monthly  payments  to the city,  the city  agreed to take no
action  provided the loan,  which was due  September 1, 2000, is paid off at the
rate of $10,000 a month,  commencing  April,  2001.  The balance of that loan at
December 31, 2000 was $55,637.                                                  

The president and his wife are also the obligated on all long-term debt, as more
fully explained in Note 2 of the notes to financial statements.                 

NOTE 5 - COMMON STOCK                                                           

At inception,  the Company originally had authorized and issued 25,000 shares of
no par value common stock. On April 17, 2000 the articles of incorporation  were
amended to provide for  50,000,000  authorized  shares at $.0001 par value and a
forward stock split of 40 to 1,  resulting in 1,000,000  issued and  outstanding
shares as of the merger date.  An additional  9,000,000  common shares were then
issued to the TVI shareholders in a recapitalization of the Company.            

In connection with the employment contract of the Company's  president,  as more
fully described below, the Board of Directors approved an annual,  non-qualified
option for him to acquire,  at fair market value at the date of grant, a minimum
of 1  percent  of the  Company's  outstanding  shares  during  the  term  of his
employment  contract.  The number of shares to be granted shall be determined by
the Board of Directors.  All shares granted shall have an exercise  period of 36
months  following the date of grant.  No options were granted as of December 31,
2000.                                                                           

NOTE 6 - EMPLOYMENT CONTRACT                                                    

Commencing  October 1, 2000,  and expiring on December  31,  2010,  the Board of
Directors approved an employment contract for its president,  that provides for,
among other benefits, annual compensation of $120,000 through December 31, 2001,
and thereafter,  a minimum of a 10 percent increase per annum. In addition,  the
president is to receive  annually,  10 percent of pre-tax  income of the Company
and stock options as more fully  described  above.  There are a number of fringe
benefits provided in the contract during the contract term, including the use of
an  automobile,  disability  compensation  based on annual  compensation,  and a
$500,000  life  insurance  policy  payable to  beneficiaries  designated  by the
president.                                                                      

Prior to the above employment contract,  the President received $3,000 per month
as a consultant  for the period from April 1999 through April of 2000,  pursuant
to a written agreement.                                                         

NOTE 7 - OPTION AGREEMENT                                                       

In May 2000 the Company  received an option from its  president  to acquire 2.61
acres of approved hotel property owned by him and located in Redding, California
for $1,300,000,  including predevelopment,  use permit and building drawings. If
acquired, a larger 3-story hotel would be constructed. The option expires in May
2001. The entire project is estimated to cost $5,850,000.                       

NOTE 8 - PAST DUE STATUS AND LOAN VIOLATIONS                                    

Substantially  all of the  accounts  payable  at  December  31,  2000,  totaling
$234,159 were past due based on their payment terms of which $104,000  consisted
of real estate taxes, interest and penalties for the period from December,  1999
through May, 2000. The past due status and penalties  added to real estate taxes
are  technical  violations of both bank loans,  however,  the Company has verbal
assurances that as long as the loan payments are currently  maintained,  and the
Company timely and fully explains its reasons for any technical violations,  the
banks will not call the loan.                                                   

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NOTE 9 - SUBSEQUENT EVENTS                                                      

The Company incurred  substantial  additional stock offering costs,  principally
auditing fees,  subsequent to December 31, 2000, to enable it to comply with the
filing requirements, on Form SB-2, of the Securities and Exchange Commission for
the proposed offering of its securities.                                        

                                                                              43

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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                                   

Supreme  Hospitality  has  not  changed  accountants  and  no  disagreements  on
accounting or financial disclosure practices has occurred.                      

PART II.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.                                      

Under our  Articles  of  Incorporation  and  Bylaws of the  corporation,  we may
indemnify  an  officer  or  director  who is  made a  party  to any  proceeding,
including a law suit, because of his position,  if he acted in good faith and in
a manner he  reasonably  believed  to be in our best  interest.  No  officer  or
director may be indemnified,  however,  where the officer or director  committed
intentional misconduct, fraud, or an intentional violation of the law.          

We may advance expenses  incurred in defending a proceeding.  To the extent that
the officer or director is  successful on the merits in a proceeding as to which
he is to be  indemnified,  we must indemnify him against all expenses  incurred,
including attorney's fees. With respect to a derivative action, indemnity may be
made only for  expenses  actually  and  reasonably  incurred  in  defending  the
proceeding,  and if the officer or director  is judged  liable,  only by a court
order. The  indemnification is intended to be to the fullest extent permitted by
the laws of the State of Nevada.                                                

Regarding  indemnification  for liabilities  arising under the Securities Act of
1933,  which may be permitted to directors or officers  under Nevada law, we are
informed  that,  in the  opinion  of the  Securities  and  Exchange  Commission,
indemnification  is  against  public  policy,  as  expressed  in the Act and is,
therefore, unenforceable.                                                       

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                                    

We will pay all costs and expenses in connection  with this offering,  including
but not limited to all expenses  related to the costs of preparing,  reproducing
or printing this  memorandum,  legal  expenses,  and other expenses  incurred in
qualifying  or  registering  the  offering  for sale under  state laws as may be
necessary, as well as the fees and expenses of our attorneys and accountants. It
is anticipated  that the total of all costs and expenses in connection with this
offering will be approximately $132,335.00. This includes:                      

        Attorney fees                                   $10,000.00
        CPA fees                                         62,037.00
        Consultant fees                                  55,000.00
        SEC filing fee                                    1,668.00
        NASD filing fee                                   1,130.00
        Transfer agent                                      500.00
        Material fees (postage, copies)                   2,000.00
        Total                                          $132,335.00
=========================================================================       

RECENT SALES OF UNREGISTERED SECURITIES.                                        

No  unregistered  securities  have been sold by Temecula  Valley Inn,  Inc.,  or
Supreme Hospitality formally know as Richwood,  Inc. formally know as Grubstake,
Inc.                                                                            

EXHIBITS SCHEDULE                                                               

The  exhibits  marked  with  an "*"  were  filed  with  the  company's  original
registration  statement  June 2000,  or the  SB-2/fith & sixth  amendments.  The
remaining exhibits are filled with this amendment.                              

Exhibit         Description                                            Page     

*3.1           Articles of Incorporation                                        
*3.2           Amended Articles of Incorporation                                
*3.3           By-Laws                                                          
5.1           Opinion Re: Legality                                    46      
23.1           Consent                                                 47       
*99.1          Special Meeting Board of Directors                               
*99.2          Agreement for the exchange of Common Stock                       

                                                                              44

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*99.3          Subscription Agreement                                           
*99.4          Meeting of Board of Directors                                    
*99.5          Employment Contract of Chief Executive                           
*99.6          Option Agreement                                                 
99.7          Franchise Agreement                                             
99.8          Consulting Agreement                                            
99.9          Valley Independent Bank Note                                    
99.10         Temecula Valley Inn Insurance Policy                            
99.11         Temecula Valley Bank Note                                       
99.12         Coop Note                                                       
99.13         Amendment to the Consulting Agreement                   48      
99.14         Signature Page                                          49      

UNDERTAKINGS                                                                    

The undersigned Registrant undertakes:                                          

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:                        

     (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of  the
Securities Act of 1933;                                                         

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the registration statement;  

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;              

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.                                                         

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.                                                          

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.                                                                       

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the  "Securities  Act") may be  permitted  to  directors,  officers and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange  Commission  (the  "Commission")  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense  of any  action,  suit or  preceding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.                                                     

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EXHIBIT 5.1 OPINION RE: LEGALITY                                                

March 30, 2001                                                                  

Board of Directors                                                              
Supreme Hospitality                                                             
41919 Skywood Drive                                                             
Temecula, CA  92591-1877                                                        

Gentlemen,                                                                      

         You have  requested  the opinion of this firm as to certain  matters in
connection with the offer and sale (the "Offering") of Supreme Hospitality, Inc.
(the "Company")  Common Stock,  par value $0.0001 per share ("Common Stock") and
Preferred  Stock,  par value  $0.0001  per share  ("Preferred  Stock").  We have
reviewed the  Company's  Company  Charter,  Registration  Statement on Form SB-2
("Form  SB-2"),  as well as applicable  statutes and  regulations  governing the
Company and the offer and sale of the Common Stock.                             

            We are of the opinion that upon the declaration of  effectiveness of
the Form SB-2 the Common and Preferred Stock, when sold, will be legally issued,
fully paid and non-assessable.                                                  

            This  Opinion  has  been  prepared  for  the use of the  Company  in
connection with its  registration  statement on Form SB-2, and we hereby consent
to the filing of this Opinion as an exhibit to such  registration  statement and
to our firm being referenced under the caption "Opinions of Experts."           

                     Very truly yours,

                     /s/ Scott T. Orsini
                      --------------------
                         Scott T. Orsini

                                                                              46

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Exhibit 23.1 Consent                                                            

To Whom It May Concern:                  July 27, 2001                          

The firm of Braverman & Company,  P.C.,  Certified Public Accountant consents to
the inclusion of their report of March 19, 2001, on the Financial  Statements of
Supreme Hospitality, as of March 19, 2001, in any filings that are necessary now
or in the near future with the U.S. Securities and Exchange Commission.         

Very truly yours,                                                               

/s/  Braverman & Company                                                        
------------------------------                                                  
Braverman & Company, P.C.                                             
Prescott, Arizona                                                     
July 27, 2001                                                         

                                                                              47

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Exhibit 99.13                                                                   

 AMENDMENT TO CONSULTING AGREEMENT

On this day July 28, 2001 First Dominion Financial,  LTD and Supreme Hospitality
formally known as Temecula Valley Inn, Inc. hereby agree to amend its Consulting
Agreement  dated  the 22nd day of  March,  2000 by and  between  First  Dominion
Financial, Ltd, a Nevada corporation with principal address at 1800 Sahara Suite
107, Las Vegas,  Nevada 89104 or assignee  (Consultant) and Temecula Valley Inn,
Inc. a Nevada  corporation,  whose principal  address is 27660 Jefferson Avenue,
Temecula, CA 92590 (Client).                                                    

     In  consideration  of the mutual promises  contained in the Agreement dated
above, the parties additionally agree as follows:                               

1.   No fees of any kind are to be paid to the consultant for its  consideration
as a shareholder of the acquiring shell.                              

This amendment to the agreement  contains the entire amendment and understanding
between  the  parties   hereto,   and  supersedes   all  prior   agreements  and
understandings related to the subject matter hereof.                            

This  amendment to the agreement  shall be effective as of the date set forth in
the beginning of this Agreement (the "effective date").                         

         IN WITNESS WHEREOF, intending to be bound, the parties hereto have duly
executed this Agreement.                                                        

Supreme Hospitality                                                             
Temecula Valley Inn, Inc.,                  First Dominion Financial Ltd        

/s/  Larry W. Lang                          /s/  Rudy W. De La Garza            
--------------------------                  ------------------------            
By Larry W. Lang                            By Rudy W. De La Garza          
Its President                               President                 

                                                                              48

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EXHIBIT 99.14 SIGNATURE PAGE                                                    
Signatures

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing on Form SB-2 and authorized  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Temecula, State of California on July 30, 2001.      

Supreme Hospitality                                                             

By:  /s/ Larry W.  Lang                                                         
-----------------------                                                         
Larry W. Lang                                                                   
Chairman, Sole Director, President                                              
And Secretary/Treasurer (Principal and                                          
Financial Accounting Officer)                                                   

                                                                              49

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SB-2/A’ Filing	Date	First	Last	Other Filings

	12/31/10	31	42
	12/31/01	31	42	10KSB, 10KSB/A, 5, 8-K, 8-K/A, NT 10-K
Filed on:	7/31/01
	7/30/01	1	49
	7/28/01	48
	7/27/01	47
	3/31/01	24	34	10QSB, NT 10-Q
	3/30/01	46
	3/19/01	32	47
	12/31/00	26	43	10KSB, 10KSB/A, NT 10-K
	10/1/00	31	42
	9/1/00	42
	7/1/00	25
	6/14/00	10		10SB12G
	4/30/00	6	38
	4/17/00	23	42
	4/1/00	29
	3/31/00	24	26
	3/22/00	23
	1/1/00	23	38
	12/31/99	23	40
	12/1/98	23	24
	11/10/97	23	38
	10/30/97	8
				List all Filings

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On: Tuesday, 7/31/01, at 5:33pm ET · Accession #: 1122125-1-500033 · File #: 333-45210

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents