content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported) November 10, 2000
                                                   -----------------
  
  
                             Gibbs Construction, Inc..
                            ---------------------------
                 (Exact name of issuer as specified in its charter)
  
  
  Texas                           1-14088                              75-2095676
  -------------------------------------------------------------------------------
  (State or other jurisdiction    (Commission File                (I.R.S.Employer
  of incorporation)                 Number)                    Identification No.)
  
  133 Carnegie Way, Suite 600, Atlanta, GA                                30303
  -----------------------------------------------------------------------------
  (Address of principal executive offices)                             (Zip Code)
  
  
  
  (Registrant's telephone number, including area code: (404) 525-1370
  
  1855 Wall Street,  Garland,  TX 75041  (Former name,  former  address and former
  fiscal year, if changed since last report)
  
  
  
  
  <PAGE>
  
  
  Item 1.  Change in Control.
  
  On November 10, 2000, effective as of November 1, 2000, the registrant acquired
  certain operating assets of Thacker Asset Management, L.L.C. in exchange for
  4,000,000 shares of the registrant's common stock. This transaction is further
  described under "Item 2. Acquisition or Disposition of Assets". TOC, Inc. holds
  all of the voting rights and is entitled to 80% of the profits of Thacker Asset
  Management, L.L.C. In addition, prior to the effective date, Thacker Resources,
  Inc., which is also affiliated with TOC, Inc. acquired 1,500,000 shares of the
  registrant's common stock. Of these 1,500,000 shares, 1,000,000 were acquired
  from Tony Gibbs and 500,000 were acquired from Danny R. Gibbs. Accordingly, TOC,
  Inc. or its affiliates now beneficially own 5,500,000 shares of the registrant's
  common stock of the 8,561,000 shares of common stock issued and outstanding.
  These 5,500,000 shares represent approximately 64.2% of the registrant's issued
  and outstanding shares of common stock.
  
  Item 2.  Acquisition or Disposition of Assets.
  
       On August 20, 2000, the United States Bankruptcy Court for the Northern
  District of Texas, Dallas Division, confirmed the registrant's Plan of
  Reorganization pursuant to Chapter 11 of the United States Bankruptcy Code. On
  November 10, 2000, the court made that plan effective. On November 10, 2000, as
  contemplated in the plan, the registrant agreed to issue 4,000,000 shares of its
  Common Stock to Thacker Asset Management, L.L.C. to acquire that entity's
  existing contracts, of which there was one, and work in progress together with
  certain furniture fixtures and equipment.
  
  Thacker Asset Management, L.L.C. provides engineering and construction
  management services as a minority and women-owned business enterprise.
  
  Item 7. Financial Statements and Exhibits.
  
  (a)      Financial Statements of Business acquired
  
           The financial statements of Thacker Asset Management, L.L.C. are set
           forth on pages F-1 through F-12 herein.
  
  (b)      Pro forma financial information.
  
           The pro forma consolidating financial statements of Thacker Asset
           Management, L.L.C. and Gibbs Construction, Inc. are set forth on pages
           F-13 through F-20 herein.
  
  
  <PAGE>
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                           THACKER  ASSET  MANAGEMENT,  L.L.C
               (Formerly Known as Benchmark Asset Management, L.L.C.)
  
                                FINANCIAL STATEMENTS
  
                             DECEMBER 31, 1998 AND 1999
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         F-1
  
  <PAGE>
  
  
                          Killman, Murrell & Company, P.C.
                            Certified Public Accountants
  
  505 N. Big Spring, Suite 603    1931 E. 37th, Suite     14810 Le Grande Drive
     Midland, Texas  79701        Odessa, Texas 79762     Addison, Texas 75001
        (915) 686-9381          (915) 363-0067/550-4910     (972) 991-9324
     Fax (915) 684-6722           Fax (915) 363-0376      Fax (972) 991-9323
  
  
  
  
                 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
  
  
  To the Members
  Thacker Asset Management, L.L.C.
  (Formerly Known As Benchmark Asset Management, L.L.C.)
  Atlanta, Georgia
  
  We have audited the accompanying balance sheets of Thacker Asset Management,
  L.L.C. (formerly known as Benchmark Asset Management, L.L.C.) as of December 31,
  1998 and 1999, and the related statements of operations, members' equity and
  cash flows for the 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 generally accepted auditing
  standards. Those standards require that we plan and perform the audit to obtain
  reasonable assurance about whether the financial statements are free of material
  misstatement. An audit includes examining, on a test basis, evidence supporting
  the amounts and disclosures in the financial statements. An audit also includes
  assessing the accounting principles used and significant estimates made by
  management, as well as evaluating the overall financial statement presentation.
  We believe that our audits provide a reasonable basis for our opinion.
  
  In our opinion, the financial statements referred to above present fairly, in
  all material respects, the financial position of Thacker Asset Management,
  L.L.C. (formerly known as Benchmark Asset Management, L.L.C.) as of December 31,
  1998 and 1999, and the results of its operations and its cash flows for the
  years then ended, in conformity with generally accepted accounting principles.
  
  
  
  KILLMAN, MURRELL & COMPANY, P.C.
  Dallas, Texas
  February 25, 2000
  
  
  
  
  
  
  
                                         F-2
  
  
  <PAGE>
  
  
                          THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                                   BALANCE SHEETS
  
                                       ASSETS
  <TABLE>
  <CAPTION>
  
                                            December 31,                       September 30,
                                            ------------------------------
                                            1998               1999                2000
                                            -------------      -------------     -----------
                                                                               (Unaudited)
  CURRENT ASSETS
  <S>                                       <C>                <C>              <C>
     Cash                                   $    4,334         $   45,514       $     31,689
     Accounts Receivable - Trade               416,011            712,840            508,739
     Prepaid Expenses                           12,573             46,684             46,410
                                             ----------         ------------      ------------
  
         TOTAL CURRENT ASSETS                  432,918            805,038            586,838
                                             ----------         ------------      ------------
  
  EQUIPMENT AND FURNITURE                       73,676             99,252            101,668
       Less Accumulated Depreciation           (11,051)           (28,396)           (46,162)
                                             ----------         -------------     -------------
  
         NET EQUIPMENT AND FURNITURE            62,625             70,856             55,506
                                             ----------         ------------      ------------
  
  OTHER ASSETS
     Member and Affiliate Receivables          238,680            893,752          2,247,216
     Other Assets                                  398                398                398
                                             ----------         ------------      ------------
  
         TOTAL OTHER ASSETS                    239,078            894,150          2,247,614
                                             ----------         ------------      ------------
  
         TOTAL ASSETS                       $  734,621         $1,770,044       $  2,889,958
                                             ==========         ============      ============
  
                LIABILITIES AND MEMBERS' EQUITY
  CURRENT LIABILITIES
   Notes Payable to Related Parties-Note 2  $  575,656         $  543,502       $ -
   Current Portion of Long Term Debt-Note 2       -                  -               251,702
   Accounts Payable                              4,623            219,415            882,719
     Accrued Liabilities - Note 4               51,607            271,792            194,120
                                             ----------         -------------     ------------
  
         TOTAL CURRENT LIABILITIES             631,886          1,034,709          1,328,541
  
  LONG TERM DEBT - Note 2                         -                  -               524,679
  
  COMMITMENTS - Notes 6 and 8                     -                  -                  -
                                             ----------         ------------      ------------
  
         TOTAL LIABILITIES                     631,886          1,034,709          1,853,220
                                             ----------         ------------      ------------
  
  MEMBERS' EQUITY
   Contributed Capital                          40,817             40,817             40,817
   Members' Earnings                            61,918            694,518            995,921
                                             ----------         ------------      ------------
  
     TOTAL MEMBERS' EQUITY                     102,735            735,335          1,036,738
                                             ----------         ------------      ------------
  
     TOTAL LIABILITIES AND MEMBERS' EQUITY  $  734,621         $1,770,044       $  2,889,958
                                             ==========         ==========        ============
  
  </TABLE>
                   See accompanying notes to financial statements
                                         F-3
  
  <PAGE>
  
  
                          THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                              STATEMENTS OF OPERATIONS
  
  <TABLE>
  <CAPTION>
                                                                                                  Nine Months
                                                                  Years Ended                         Ended
                                                                  December 31,                     September 30,
                                                          --------------------------        -------------------------
                                                               1998             1999             1999               2000
                                                          -------------     ------------     ------------     ----------
                                                                                             (Unaudited)       (Unaudited)
  REVENUES
   Program/Construction Management Services
  <S>                                                     <C>               <C>              <C>               <C>
    Revenues                                              $  1,420,838      $  3,534,468     $  2,757,701      $  4,874,324
     Related Party Service Revenues                             17,345              -                -                 -
                                                          ------------      ------------     ------------      ------------
  
                TOTAL REVENUES                               1,438,183         3,534,468        2,757,701         4,874,324
  
  SUBCONTRACT AND OTHER COSTS
     OF REVENUES                                               547,646         1,908,957        1,464,270         3,249,541
                                                          ------------      ------------     ------------      ------------
  
                GROSS PROFIT                                   890,537         1,625,511        1,293,431         1,624,783
                                                          ------------      ------------     ------------      ------------
  
  GENERAL AND ADMINISTRATIVE EXPENSES
     Salaries, Wages and Other Employee
  Benefits                                                     201,230           372,628          243,177           501,539
     Depreciation                                               11,051            17,345           13,264            17,766
     Other                                                     335,964           446,313          307,462           777,007
                                                          ------------      ------------     ------------      ------------
                TOTAL GENERAL AND
                  ADMINISTRATIVE                               548,245           836,286          563,903         1,296,312
                                                          ------------      ------------     ------------      ------------
  EXPENSES
  
                INCOME BEFORE OTHER
                  INCOME (EXPENSE)                             342,292           789,225          729,528           328,471
                                                          ------------      ------------     ------------      ------------
  
  OTHER INCOME (EXPENSE)
     Interest Income                                             1,440             6,245            3,250             3,035
     Interest Expense                                          (18,732)          (75,131)         (58,932)          (30,103)
     Related Party Technical Advisory Fee                     (263,082)          (87,739)         (87,739)                -
                                                          ------------      ------------     ------------      ------------
  
                TOTAL OTHER INCOME
  (EXPENSE)                                                   (280,374)         (156,625)        (143,421)          (27,068)
                                                          ------------      ------------     ------------      ------------
  
  NET INCOME                                              $     61,918      $    632,600     $    586,107      $    301,403
                                                          ============      ============     ============      ============
  </TABLE>
  
  
  
  
  
                   See accompanying notes to financial statements
  
                                         F-4
  
  <PAGE>
  
  
                          THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            STATEMENTS OF MEMERS' EQUITY
  
                   FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999
              AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)
  
  
  <TABLE>
  <CAPTION>
                                                                        Contributed         Members'
                                                                          Capital            Earnings              Total
                                                                        -----------       -------------       -----------
  <S>                                                                     <C>               <C>               <C>
  BALANCE, DECEMBER 31, 1997                                              $ 25,000          $     -           $    25,000
  
     Member Contributions                                                   15,817                -                15,817
  
     1998 Income (Audited)                                                    -                 61,918             61,918
                                                                          ---------          ----------        ----------
  
  BALANCE, DECEMBER 31, 1998                                                40,817              61,918            102,735
  
     1999 Income (Audited)                                                    -                632,600            632,600
                                                                          ---------          ----------        ----------
  
  BALANCE, DECEMBER 31, 1999                                                40,817             694,518            735,335
  
     2000 Income (Unaudited)                                                  -                301,403            301,403
                                                                          ---------          ----------        ----------
  
  BALANCE, SEPTEMBER 30, 2000 (UNAUDITED)                                 $ 40,817          $  995,921        $ 1,036,738
                                                                          =========          ==========        ==========
  </TABLE>
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                   See accompanying notes to financial statements
  
                                         F-5
  
  
  <PAGE>
  
  
                          THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                              STATEMENTS OF CASH FLOWS
  <TABLE>
  <CAPTION>
  
                                                                                                              Nine Months
                                                                            Years Ended                         Ended
                                                                            December 31,                     September 30,
                                                                  -----------------------------     -------------------------
                                                                   1998           1999                 1999           2000
                                                               -------------    ------------        ------------   ----------
                                                                                                    (Unaudited)    (Unaudited)
  CASH FLOWS FROM OPERATING  ACTIVITIES
  <S>                                                          <C>              <C>               <C>               <C>
       Net Income                                              $   61,918       $  632,600        $    586,107      $    301,403
       Adjustments to Reconcile Net Income to Net
         Cash from Operating Activities
           Depreciation                                            11,051           17,345              13,264            17,766
       Changes in Operating Assets and Liabilities
           Accounts Receivable                                   (416,011)        (296,829)            407,088           204,101
           Prepaid Expenses                                       (12,573)         (34,111)            (41,639)              274
           Related Party Receivables                             (232,680)        (655,072)         (1,385,994)       (1,353,464)
           Other Assets                                              (398)            -                   -                 -
           Accounts Payable                                         4,623          214,792             196,257           663,304
           Accrued Liabilities                                     51,607          220,185             129,533           (77,672)
           Cash Overdraft                                            -                -                113,460              -
                                                               ----------       ----------        ------------      -------------
              NET CASH (USED) PROVIDED BY
  OPERATING ACTIVITIES                                           (532,463)          98,910              18,076          (244,288)
                                                               ----------       ----------        ------------      ------------
  
  CASH FLOWS USED IN INVESTING        ACTIVITIES
         Purchase of Equipment and Furniture                      (73,676)         (25,576)            (17,046)           (2,416)
                                                               ----------       ----------        ------------      ------------
  
  CASH FLOWS FROM FINANCING  ACTIVITIES
         Proceeds from Notes Payable from Related
  Parties                                                         575,656          158,312             158,312           272,695
         Payments on Notes Payable from Related
  Parties                                                            -            (190,466)           (153,466)          (39,816)
         Member Contributions                                      15,817             -                   -                 -
                                                               ----------       ----------        ------------      ------------
              NET CASH PROVIDED (USED) BY
  FINANCING ACTIVITIES                                            591,473          (32,154)              4,846           232,879
                                                               ----------       ----------        ------------      ------------
  
  NET (DECREASE) INCREASE IN CASH                                 (14,666)          41,180               5,876           (13,825)
  
  CASH AT BEGINNING OF PERIOD                                      19,000            4,334               4,334            45,514
                                                               ----------       ----------        ------------      ------------
  
  CASH AT END OF PERIOD                                        $    4,334       $   45,514        $     10,210      $     31,689
                                                               ==========       ==========        ============      ============
  
  SUPPLEMENTAL SCHEDULE OF CASH
     FLOW INFORMATION
         Cash Paid During the Period For:
           Interest                                            $      125       $   15,593        $       -         $     12,183
                                                               ==========       ==========        ============      ============
           Income Taxes                                        $        -       $        -        $       -         $       -
                                                               ==========       ==========        ==============    ============
  </TABLE>
  
                   See accompanying notes to financial statements
                                         F-6
  
  
  <PAGE>
  
  
                          THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            NOTES TO FINANCIAL STATEMENTS
                  (Including Notes Applicable to Unaudited Periods)
  
                             DECEMBER 31, 1998 and 1999
  
  NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
     Company Organization and Business
  
     Two companies contributed $25,000 to a joint venture in December 1997, and
     the joint venture, prior to commencement of business activity, was converted
     to a Texas limited liability company on February 1, 1998, with the name being
     changed to Thacker Asset Management, L.L.C. ("Thacker ")(formerly known as
     Benchmark Asset Management, L.L.C.). The period of duration of the limited
     liability company is thirty (30) years from February 1, 1998. The members of
     Thacker are:
  
                                                       Ownership
                  Member Name                          Percentage
          ---------------------------------            ----------
          TOC, Inc. ("TOC")                               51%
          The Benham Group, Inc. ("Benham")               49%
  
     Thacker is managed by TOC, and TOC is the source of substantially all
     revenues earned by Thacker. Due to this relationship, Thacker has been
     accounted for as a subsidiary of TOC and is included in TOC's consolidated
     financial statements.
  
     On January 10, 1997, TOC and the engineering firm CH2M Hill, Inc. formed CH2M
     Hill/TOC, a Joint Venture (the "Joint Venture"). On March 28, 1998, the Joint
     Venture entered an agreement with the City of Atlanta, Georgia, to provide
     architectural, engineering, construction management and other related
     professional services for a three year period. This agreement sets forth the
     applicable hourly fee rates for the professional services to be provided. The
     City of Atlanta issues a contract task order and notice to proceed to the
     Joint Venture for a certain project and the Joint Venture will either self
     perform or obtain the necessary subcontractors to complete the project.
  
     Included in the statement of operations for the years ended December 31, 1998
     and 1999, and the nine months ended September 30, 2000, are the following
     related party expenses:
  
                                              Subcontract and Other
                                                Costs of Revenues
                                   ----------------------------------------------
                                   1998               1999               2000
                                   ----------       ------------      -----------
                                                                      (Unaudited)
        Benham                    $149,490          $       -          $    -
        TOC                        180,026                  -               -
        TOC'S Officer                    -                  -               -
                                  ----------        -----------        ----------
  
                                  $329,516          $       -          $    -
                                  =========         ==========         ==========
  
  
                                     (Continued)
                                         F-7
  
  <PAGE>
  
  
                          THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            NOTES TO FINANCIAL STATEMENTS
                  (Including Notes Applicable to Unaudited Periods)
  
                             DECEMBER 31, 1998 and 1999
  
  NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  
                                      General and Administrative Expenses
                                  ----------------------------------------------
                                     1998               1999           2000
                                  ----------         ---------     ------------
                                                                   (Unaudited)
      Benham                      $        -         $       -     $        -
      TOC                            287,434                 -        353,579
      TOC's Officer                    2,000                 -              -
                                  ----------         ---------      ----------
  
                                  $  289,434         $       -     $  353,579
                                  =========          ==========    ===========
  
                                      Technical Advisor Fees
                                  ---------------------------------------------
                                     1998               1999           2000
                                  ----------         ---------     ------------
                                                                   (Unaudited)
      Benham                      $  263,082         $  87,739     $        -
      TOC                                  -                 -              -
      TOC's Officer                        -                 -              -
                                  ----------         ---------      ----------
  
                                  $  263,082         $  87,739     $        -
                                  ==========         =========     ==========
     Revenue Recognition
     -------------------
     Professional services and subcontract services are billed monthly based on
                time expanded, plus allowable reimbursable expenses.
  
     Use of Estimates
     ----------------
     The preparation of financial statements in conformity with generally accepted
     accounting principles requires management to make estimates and assumptions
     that affect the reported amounts of assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses during
     the reporting period and disclosures of contingent assets and liabilities.
     Actual results could differ from those estimates.
  
     The Company recognizes revenues from fixed-price construction contracts using
     the percentage-of-completion method, measured by the percentage of cost
     incurred to date to management's estimated total cost for each contract. That
     method is used because management considers total cost to be the best
     available measure of progress on the contracts. Because of the inherent
     uncertainties in estimating costs, it is at least reasonably possible that
     the estimates used will change within the near term.
  
     Cash and Cash Equivalents
     -------------------------
     For financial reporting purposes, Thacker considers all highly liquid
     investments purchased with original maturities of three months or less to be
     cash equivalents.
  
                                     (Continued)
                                         F-8
  
  <PAGE>
  
  
                          THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            NOTES TO FINANCIAL STATEMENTS
                  (Including Notes Applicable to Unaudited Periods)
  
                             DECEMBER 31, 1998 and 1999
  
  NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  
     Equipment and Furniture
     -----------------------
     Equipment and furniture are stated at cost. Maintenance and repairs are
     charged to expense as incurred. Major betterments and improvements which
     extend the useful life of the related item are capitalized and depreciated.
     Depreciation is provided for over the estimated useful lives of the
     individual assets using straight-line methods.
  
     Equipment and furniture consisted of the following:
  <TABLE>
  <CAPTION>
                                                                                                                    Useful
                                                          December 31,                       September 30,          Lives
                                                 -------------------------------------
                                                         1998                 1999               2000               (Years)
                                                    -------------        -------------    ------------------      ----------
                                                                                               (Unaudited)
  
  <S>                                                 <C>                  <C>                  <C>                      <C>
           Leasehold Improvements                     $       -            $   9,731            $   9,731                3
           Equipment and Furniture                       66,676               82,521               84,937              3-5
           Vehicles                                       7,000                7,000                7,000                3
                                                      ---------            --------             ---------
  
                    Total                                73,676               99,252              101,668
           Accumulated Depreciation                     (11,051)             (28,396)             (46,162)
                                                      -------              --------             ----------
  
       Leasehold Improvements,
     Equipment and Furniture, Net                     $  62,625            $  70,856            $  55,506
                                                      =========            =========            =========
  </TABLE>
  
  
  
     Accounting for Long-Lived Assets
     --------------------------------
           Thacker adopted Statement of Financial Accounting Standards No. 121,
  "Accounting For The Impairment of Long-Lived Assets and For Long-Lived Assets To
  Be Disposed Of." Thacker reviews long-lived assets, certain identifiable assets
  and any goodwill related to those assets for impairment whenever circumstances
  and situations change such that there is an indication that the carrying amounts
  may not be recoverable. At December 31, 1999, Thacker believes that there has
  been no impairment of its long-lived assets.
  
     Income Taxes
     ------------
     Thacker is treated as a partnership for federal income tax purposes.
     Consequently, federal income taxes are not payable by Thacker. Members are
     taxed individually on their shares of Thacker's earnings. Thacker's net
     income or loss is allocated among the members in accordance with the
     regulations of Thacker.
  
                                     (Continued)
                                         F-9
  
  <PAGE>
  
  
                          THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            NOTES TO FINANCIAL STATEMENTS
                                     (CONTINUED)
  
      DECEMBER 31, 1998 and 1999 (AUDITED), AND SEPTEMBER 30, 2000 (UNAUDITED)
  
  NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  
     Concentration of Credit Risk
     ----------------------------
     Thacker places its cash and temporary cash investments with high credit
     quality financial institutions. At times such investments may be in excess of
     FDIC insurance limits. At December 31, 1999, the deposits did not exceed FDIC
     insurance limits.
  
     Thacker grants unsecured credit to its customers which are located in Thacker
     's market area which is Georgia. Management believes that its billing and
     collection policies are adequate to minimize potential credit risks.
     Substantially all revenues are derived from the Joint Venture's agreement
     with the City of Atlanta.
  
     Pension Benefit
     ---------------
     The Thacker employees are covered by a deferred contribution profit sharing
     plan [401 (K) Plan] established by a Member of the Company. This plan allows
     both Thacker and Thacker's eligible employees to contribute to the plan.
     Thacker's contributions to the plan for the years ended December 31, 1998 and
     1999 were $9,558 and $21,137, respectively. For the nine month periods ended
     September 30, 1999 and 2000, Thacker's contribution to the plan was $19,058
     and $19,550, respectively.
  
  NOTE 2:  NOTES PAYABLE TO A MEMBER
  
     At December 31, 1998, notes payable to a Member were composed of twenty-one
     (21) separate notes with an interest rate of ten and one-half percent (10.5%)
     due at staggered dates from March 10, 1999 to December 31, 1999, secured by
     accounts receivable from the City of Atlanta. Interest on these notes for the
     year ended December 31, 1998 was $18,607.
  
     At December 31, 1999, notes payable to a Member were composed of thirteen
     (13) separate notes with an interest rate of ten and one-half percent (10.5%)
     due at staggered dates to April 16, 2000, secured by accounts receivables
     from the City of Atlanta. Interest on these notes for the year ended December
     31, 1999 was $68,501.
  
     At June 30, 2000, the notes payable to a Member due at December 31, 1999 plus
     additional borrowings of $194,542 and accrued interest of $78,153 were
     consolidated into one long term note with an interest rate of nine percent
     (9%). Payments in the amount of $25,955 including interest are due monthly
     with the final payment due June 30, 2003. The first payment was due July 2,
     2000. The balance of this note was $776,381 at September 30, 2000 with
     current maturities being $251,702.
  
  
  
                                     (Continued)
                                        F-10
  
  <PAGE>
  
  
                          THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            NOTES TO FINANCIAL STATEMENTS
                  (Including Notes Applicable to Unaudited Periods)
  
                             DECEMBER 31, 1998 and 1999
  
  NOTE 2:  NOTES PAYABLE TO A MEMBER (Continued)
  
          Aggregate maturities of long-term debt as of September 30, 2000, are as
  follows:
  
                  Year                                      Amount
                  ------                                    ---------
                  2001                                    $   251,702
                  2002                                        275,423
                  2003                                        249,256
                                                            ---------
  
                                                          $   776,381
                                                          ===========
  NOTE 3:  LEASE OBLIGATIONS
  
      Thacker leases apartments and vehicles under operating leases that expire
      over the next two (2) years. The following is a schedule by year of future
      minimum rental payments required under the operating leases as of December
      31, 1998:
  
                Year Ending
               December 31,                                   Amount
               ------------                                 --------
                   2000                                     $  9,241
                   2001                                        3,080
                                                            --------
  
                                                            $ 12,321
                                                            ========
  
     Operating lease expense was $28,786 and $9,241 for the years ended December
     31, 1998 and 1999, respectively, and $6,901 and $6,931 for the nine months
     ended September 30, 1999 and 2000, respectively.
  
  NOTE 4:  ACCRUED LIABILITIES
  
  Accrued liabilities were composed of:
  <TABLE>
  <CAPTION>
                                                  December 31,                 September 30,
                                         ------------------------------------
                                            1998                 1999             2000
                                         ---------            ---------       ----------
                                                                              (Unaudited)
  <S>                                    <C>                  <C>              <C>
  Accrued Invoices                       $     -              $ 95,000         $   26,254
  Interest                                18,607                78,145             18,000
  Payroll                                 18,000                64,204             92,054
  401 (K) Contributions                   10,000                18,372             14,972
  Other                                    5,000                16,071             42,840
                                         ---------            ---------         ----------
  
                                         $51,607              $271,792          $ 194,120
                                         =======              =========         ==========
  </TABLE>
  
  
                                        F-11
  
  <PAGE>
  
  
                          THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            NOTES TO FINANCIAL STATEMENTS
                  (Including Notes Applicable to Unaudited Periods)
  
                             DECEMBER 31, 1998 and 1999
     NOTE 5: BACK LOG
     The following schedule shows a reconciliation of back log by representing the
     amount of revenue the Company expects to realize from work to be performed on
     uncompleted contracts in progress at December 31, 1998 and 1999, and from
     contractual agreements on which work has not yet begun:
  
       Balance, December 31, 1998                            $5,564,510
  
       New Contracts, 1999                                    3,160,658
                                                             ----------
  
                                                              8,725,168
  
       Less: Contract Revenue Earned 1999                    (3,534,468)
                                                             ----------
  
       Balance, December 31, 1999                            $5,190,700
                                                             ==========
  
  NOTE 6:  SUBSEQUENT EVENT
  
     In November 2000, The Benham Group Inc.'s ownership in TAM was reduced to a
     non-voting 20% ownership, and TOC's ownership interest increased to 80%.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        F-12
  
  
  <PAGE>
  
  
                                 THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
                    PRO FORMA CONSOLIDATING FINANCIAL INFORMATION
                                     (Unaudited)
  
  On April 20, 2000, Gibbs Construction, Inc. ("Gibbs") filed for protection under
  Chapter 11 of the United States Bankruptcy Act. Mounting losses on several
  construction projects led to the notification from Gibbs' bonding surety that it
  would no longer provide completion and payment bonds for Gibbs' construction
  projects precipitated this filing. Gibbs' increasingly difficult financial
  position and lack of being able to secure additional bonding resulted in their
  inability to contract for additional work. Given these events Gibbs negotiated
  with its bonding surety, its largest creditor, to complete certain projects and
  terminate others. Also during this time, the brother of Gibbs' president, a
  director of the company, resigned to pursue other business interests. By
  subcontracting the necessary labor and materials to complete the construction
  work, all jobs in progress at the date of the bankruptcy filing have been either
  completed or were near completion as of the date the plan of reorganization was
  confirmed.
  
  On November 10, 2000, Gibbs was discharged from bankruptcy pursuant to a plan of
  reorganization by which Gibbs would acquire certain assets of Thacker Asset
  Management, L.L.C. ("TAM"), a Texas limited liability company based in Atlanta,
  Georgia, that focuses upon providing to governmental entities and private
  corporations qualified minority businesses to fulfill engineering and
  construction management services. Gibbs acquired the assets of TAM in exchange
  for 4,000,000 shares of its $.01 par value common stock at which time the
  management and stockholders of TAM gained actual and effective operating control
  of Gibbs thereby affecting the accounting of the purchase as a reverse merger
  and eventual name change to Thacker-Gibbs, Inc. This transaction is equivalent
  to the issuance of stock by TAM (the private company) for the acquisition of
  Gibbs' assets, accompanied by a recapitalization.
  
  The unaudited Pro Forma Consolidating Statements of Operations for the year
  ended December 31, 1999, and the nine months ended September 30, 2000, gives pro
  forma effect to the acquisition of TAM (and other adjustments as described in
  the accompany notes) as if it had occurred on January 1, 1999 and 2000,
  respectively. The Pro Forma Statements of Operations are based on the historical
  results of operations of Gibbs and TAM for the year ended December 31, 1999, and
  the nine months ended September 30, 2000. The Pro Forma Consolidating Balance
  Sheet as of September 30, 2000 gives pro forma effect to the acquisition of TAM
  as if it had occurred on that date. The Pro Forma Consolidating Statements of
  Operations and Pro Forma Consolidating Balance Sheet and the accompanying notes
  should be read in conjunction with and are qualified by the historical financial
  statements of Gibbs and TAM and notes thereto appearing elsewhere herein.
  
  The Pro Forma Information is intended for informational purposes only and is not
  necessarily indicative of the future financial position or results of operations
  of Gibbs after the acquisition of TAM, or the financial position or the results
  of operations of Gibbs that would have actually occurred had the acquisition of
  TAM been effected as of the date or for the periods presented.
  
  
  
  
  
  
  
  
                                        F-13
  
  <PAGE>
  
  
                                 THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
                        PRO FORMA CONSOLIDATING BALANCE SHEET
                                 SEPTEMBER 30, 2000
                                     (UNAUDITED)
                                       ASSETS
  <TABLE>
  <CAPTION>
  
                                                                           Gibbs             Thacker Asset  Pro Forma
                                        Gibbs           Reorganization   Construction,Inc.    Management,   Consolidating    Pro Forma
                                     Construction,Inc.     Entries       Post Reorganization     L.L.C.     Entries          Total
                                     -----------------  --------------   -------------------  ------------  -------------    ---------
  CURRENT ASSETS
  <S>                                  <C>             <C>               <C>                 <C>            <C>             <C>
     Cash                              $  475,729      $ (405,729)(A)    $  70,000           $   31,689     $    (1,689)(F) $  100,000
     Temporary Investments                    129            (129)(A)            -                   -                -              -
     Accounts Receivable
       Trade                              794,582        (794,582)(A)            -              508,739        (508,739)(F)          -
       Costs and Estimated Earnings
        in Excess of Billings on
  Uncompleted Contracts                    45,340          (7,543)(A)       37,797                    -               -         37,797
     Prepaid Expenses                       8,628          (8,628)(A)            -               46,410               -         46,410
                                        ---------        --------        ---------              -------      ----------       --------
  
           TOTAL CURRENT ASSETS         1,324,408      (1,216,611)         107,797              586,838        (510,428)       184,207
                                        ---------       ---------        ---------              -------      ----------       --------
  
  NET EQUIPMENT AND FURNITURE             158,619               -          158,619               55,506         (58,619)(H)    155,506
                                        ---------        --------        ---------              -------      ----------       --------
  
  OTHER ASSETS
   Members and Affiliates Receivables        -                  -                -            2,247,216      (2,247,216)(F)          -
     Real Estate Investments               17,732         (17,732)(A)            -                    -               -              -
     Deferred Tax Asset                      -          1,752,000 (E)    1,752,000                    -               -      1,752,000
     Other Assets                            -                  -                -                  398               -            398
                                        ---------       ---------        ---------              -------      ----------      ---------
  
           TOTAL OTHER ASSETS              17,732       1,734,268        1,752,000            2,247,614      (2,247,216)     1,752,398
                                        ---------       ---------        ---------            ---------      ----------      ---------
  
           TOTAL ASSETS                $1,500,759      $  517,657       $2,018,416           $2,889,958     $(2,816,263)    $2,092,111
                                       ==========      ==========       ==========           ==========     ===========     ==========
  </TABLE>
  
  
  
  
  
                     The accompanying notes are an integral part
                of these pro forma consolidating financial statements
  
                                        F-14
  
  
  <PAGE>
  
  
                                 THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
                        PRO FORMA CONSOLIDATING BALANCE SHEET
                                 SEPTEMBER 30, 2000
                                     (UNAUDITED)
                   LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
  <TABLE>
  <CAPTION>
  
                                                                                   Gibbs       Thacker     Pro Forma
                                                     Gibbs       Reorganization  Construction, Asset       Consolidat-     Pro
                                                 Construction,   Entries         Inc.Post      Management, ing             Forma
                                                  Inc.                           Reorgan-      L.L.C.      Entries         Total
                                                                                 ization
                                                 --------------  --------------  ------------  ----------- -----------     -------
  
  CURRENT LIABILITIES
  <S>                                            <C>             <C>             <C>           <C>         <C>             <C>
   Current Portion of Long-Term Debt             $ 4,226,755     $(4,226,755)(A) $        -    $  251,702  $  (251,702)(F) $        -
   Current Portion of Capital Lease Obligation        29,054         (29,054)(A)          -             -            -              -
   Accounts Payable                                4,080,701      (4,080,701)(A)          -       882,719     (882,719)(F)          -
   Accrued Liabilities                             3,322,164      (3,322,164)(A)          -       194,120     (194,120)(F)          -
   Billings in Excess of Costs and Estimated
     Earnings on Uncompleted Contracts                11,241         (11,241)(A)          -             -            -              -
   Payable to Stockholders                            78,539         (78,539)(A)          -             -            -              -
                                                 -----------     -----------     ----------    ----------  ----------        --------
          TOTAL CURRENT LIABILITIES               11,748,454     (11,748,454)             -     1,328,541   (1,328,541)             -
  
  LONG TERM DEBT                                           -               -              -       524,679     (524,679)(F)          -
                                                 -----------     -----------     ----------     ---------  ---------         --------
  
          TOTAL LIABILITIES                       11,748,454     (11,748,454)             -     1,853,220   (1,853,220)             -
                                                 -----------     -----------     ----------     ---------  ----------        --------
  
  STOCKHOLDERS' (DEFICIT) EQUITY
     6% Designated Preferred Stock                                   200,000 (C)    200,000             -            -        200,000
     Common Stock                                     40,600           5,010 (B)     45,610             -       40,000 (G)     85,610
     Additional Paid-In Capital                    5,003,234          95,190 (B)  1,772,806        40,817     (904,424)(F)
                                                                  (5,077,618)(D)                               (40,000)(G)
                                                                   1,752,000 (E)                               (58,619)(H)
                                                                                                               995,921 (I)  1,806,501
     Retained Deficit                            (15,291,529)     10,213,911 (A)          -             -            -              -
                                                                   5,077,618 (D)
     Members' Earnings                                     -               -              -       995,921     (995,921)(I)          -
                                                 -----------     -----------     ----------     ---------    ---------      ---------
  
         TOTAL STOCKHOLDERS' (DEFICIT)
  EQUITY                                         (10,247,695)     12,266,111      2,018,416     1,036,738     (963,043)     2,092,111
                                                 -----------     -----------     ----------    ----------    ---------     ----------
  
          TOTAL LIABILITIES AND
            STOCKHOLDERS' (DEFICIT) EQUITY       $ 1,500,759     $   517,657     $2,018,416    $2,889,958  $(2,816,263)    $2,092,111
                                                 ===========     ===========     ==========    ==========  ===========     ==========
  </TABLE>
  
                     The accompanying notes are an integral part
                of these pro forma consolidating financial statements
                                        F-15
  
  
  <PAGE>
  
  
                                 THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
                   PRO FORMA CONSOLIDATING STATEMENT OF OPERATIONS
                 FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2000
                                     (UNAUDITED)
  <TABLE>
  <CAPTION>
  
                                                                                 Gibbs           Thacker     Pro Forma
                                                 Gibbs                           Construction,   Asset       Consolidat-
                                                 Construction,  Reorganization   Inc. Post Re-   Management,  ing         Pro Forma
                                                 Inc. (M)       Entries          organization    L.L.C. (L)  Entries      Total
                                                 -------------  ---------------  -------------  -----------  -------     ---------
  
  REVENUES
  <S>                                           <C>             <C>              <C>            <C>         <C>          <C>
   Construction                                 $ 6,042,047     $(6,042,047)(A)  $       -      $        -  $      -     $        -
   Program/Construction Management Services               -               -              -       4,874,324         -      4,874,324
                                                 ----------     -----------       ---------      ----------  --------    ---------
         TOTAL REVENUES                           6,042,047      (6,042,047)             -       4,874,324         -      4,874,324
  COSTS OF REVENUES                               7,735,154      (7,735,154)(A)          -       3,249,541         -      3,249,541
                                                 ----------      -----------      ---------      ----------  --------    ---------
         GROSS PROFIT                            (1,693,107)      1,693,107              -       1,624,783         -      1,624,783
  GENERAL AND ADMINISTRATIVE EXPENSES             2,017,525      (2,017,525)(A)          -       1,296,312         -      1,296,312
                                                 ----------      -----------      ---------      ----------  --------     ---------
         (LOSS) INCOME BEFORE OTHER
          INCOME (EXPENSE)                       (3,710,632)      3,710,632 (A)          -         328,471         -        328,471
  OTHER INCOME (EXPENSE)
     Gain on Disposal of Equipment                  172,236        (172,236)(A)          -               -         -              -
     (Loss) on Real Estate Held for Resale          (45,548)         45,548 (A)          -               -         -              -
     Interest Expense                              (196,488)        196,488 (A)          -         (30,103)        -        (30,103)
     Interest Income and Other                        6,410          (6,410)(A)          -           3,035         -          3,035
                                                 ----------       -----------     ---------      ----------  -------      ---------
  (LOSS) INCOME BEFORE BENEFIT OF
     REORGANIZATION, PREFERRED STOCK DIVIDENDS,
     AND INCOME TAX EXPENSES                     (3,774,022)      3,774,022              -         301,403         -        301,403
  BENEFIT OF REORGANIZATION                                      10,514,111 (A)
                                                                   (100,200)(B)
                                                                   (200,000)(C)
                                                          -      10,213,911)(A)          -               -         -              -
  PRO FORMA PREFERRED STOCK DIVIDEND                      -               -              -               -     (9,000)(J)    (9,000)
  PRO FORMA INCOME TAX EXPENSE                            -               -              -               -    (99,400)(K)   (99,400)
                                                 ----------      -----------      ---------       ---------   -------     ---------
           NET (LOSS) INCOME                    $(3,774,022)    $ 3,774,022      $       -       $ 301,403  $(108,400)   $  193,003
                                                 ===========     ===========      =========       =========  =========    =========
  (LOSS) INCOME PER SHARE                       $      (.93)                                                             $     .02
                                                 ==========                                                               =========
  PRO FORMA WEIGHTED AVERAGE NUMBER
     OF COMMON SHARES OUTSTANDING                 4,060,000                                                               8,561,000(L)
                                                 ==========                                                               =========
  </TABLE>
  
  
                     The accompanying notes are an integral part
                of these pro forma consolidating financial statements
                                        F-16
  
  <PAGE>
  
  
                                 THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
                   PRO FORMA CONSOLIDATING STATEMENT OF OPERATIONS
                        FOR THE YEAR ENDED DECEMBER 31, 1999
                                     (UNAUDITED)
  <TABLE>
  <CAPTION>
                                                                              Gibbs           Thacker     Pro Forma
                                               Gibbs         Reorganization   Construction,   Asset       Consoli-      Pro Forma
                                               Construction,    Entries       Inc. Post       Management, dating        Total
                                               Inc. (M)                       Reorganization  L.L.C. (L)  Entries
                                               ------------- --------------   --------------  -----------  ---------   ------------
  
  REVENUES
  <S>                                          <C>           <C>              <C>             <C>          <C>          <C>
     Construction                              $53,366,171   $(53,366,171)(A) $       -       $       -    $      -     $        -
     Program/Construction Management Services            -              -             -        3,534,468          -      3,534,468
                                                ----------     ----------       ---------      ---------    --------     ----------
         TOTAL REVENUES                         53,366,171    (53,366,171)            -        3,534,468          -      3,534,468
  COSTS OF REVENUES                             55,487,878    (55,487,878)(A)         -        1,908,957          -      1,908,957
                                                ----------    -----------       ---------      ---------    --------     ----------
         GROSS (LOSS) PROFIT                    (2,121,707)     2,121,707             -        1,625,511          -      1,625,511
  GENERAL AND ADMINISTRATIVE EXPENSES            5,268,009     (5,268,009)(A)         -          836,286          -        836,286
                                                ----------    -----------       ---------      ---------    --------     ----------
         (LOSS) INCOME BEFORE OTHER
  INCOME (EXPENSE)                              (7,389,716)     7,389,716             -          789,225          -        789,225
  OTHER INCOME (EXPENSE)
     Gain on Disposal of Equipment                   5,000         (5,000)(A)         -               -           -              -
     Gain on Temporary Investment Transactions      78,682        (78,682)(A)         -               -           -              -
     Interest Income and Other                     109,646       (109,646)(A)         -            6,245          -          6,245
     Interest Expense                             (206,832)       206,832 (A)         -          (75,131)         -        (75,131)
     Related Party Technical Advisory Fee                -              -             -          (87,739)         -        (87,739)
                                               -----------     ----------       ---------      ---------     -------     ----------
  (LOSS) INCOME BEFORE BENEFIT OF
  REORGANIZATION,PREFERRED STOCK DIVIDENDS,
  AND INCOME TAX EXPENSES                       (7,403,220)     7,403,022             -           632,600         -        632,600
  PREFERRED STOCK DIVIDEND                               -              -             -                -     (12,000)(J)   (12,000)
  INCOME TAX EXPENSE                             1,547,042     (1,547,042)(A)         -                -    (215,000)(K)  (215,000)
                                                ----------    -----------       ---------       ---------   --------     ---------
  NET (LOSS) INCOME                            $(8,950,262)  $  8,950,262     $       -       $   632,600  $(227,000)   $  405,600
                                                ==========    ===========       =========       =========   =========    =========
  (LOSS) INCOME PER SHARE                      $    (2.23)                                                              $      .05
                                                ==========                                                               =========
  PRO FORMAWEIGHTED AVERAGE NUMBER
     OF SHARES OUTSTANDING                       4,018,462                                                               8,519,462(L)
                                                ==========                                                               =========
  </TABLE>
  
  
  
                     The accompanying notes are an integral part
                of these pro forma consolidating financial statements
                                        F-17
  
  <PAGE>
  
  
                                 THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
               NOTES TO PRO FORMA CONSOLIDATING FINANCIAL INFORMATION
                                     (UNAUDITED)
  
     (A) To record the transfer of assets and liabilities to a liquidating trust
         as described in the Gibbs confirmed plan of reorganization and to
         eliminate the revenues and expenses associated with Gibbs for the nine
         months ended September 30, 2000.
  
     (B) The plan of reorganization requires Gibbs to issue 501,000 shares of
         Gibbs' $.01 par value common stock to the liquidating trust to be
         subsequently issued to certain Gibbs' creditors in settlement of their
         claims against Gibbs. This entry records the issuance of that stock.
  
         Number of Shares                                 501,000
  
         Estimated Fair Value Per Share
                  at November 10, 2000                    X $.20
                                                         --------
                                                          100,200
  
         Less: Par Value of 501,000 Shares at $.01          5,010
                                                         -----------
  
         Paid-In Capital                                 $ 95,190
                                                         ===========
  
     (C) To issue 1,000,000 shares of Gibbs' 6% Board Designated No Par Preferred
         Stock at a negotiated value of $.20 per share (aggregate value $200,000)
         to the liquidating trust in accordance with the confirmed plan of
         reorganization. The trust subsequently issued these preferred shares in
         settlement of the debt to the bonding surety.
  
     (D) To reclassify Gibbs' retained deficit to paid-in capital as required by
         reverse merger accounting rules.
  
     (E) At December 31, 1999, Gibbs reported a valuation allowance equal to the
         total value of the deferred tax asset. Upon discharge from bankruptcy,
         Gibbs emerged with its net operating loss carryforward in tact. The
         estimated value of the deferred tax asset generated by that tax net
         operating loss carryforward is as follows:
  
            Tax Net Operating Loss Carryforward          $  10,395,000
            Tax Operating Loss for the Nine Months
                  Ended September 30, 2000                   5,007,000
            Relinquishment of Debt, net of assets
                  contributed to liquidating trust         (10,250,000)
                                                          ------------
  
                                                             5,152,000
                  Tax Rate                                        X 34%
                                                          ------------
  
            Deferred Tax Asset                            $  1,752,000
                                                          =============
  
         Due to the acquisition of TAM, a deferred tax asset valuation allowance
         is not needed since it is more likely than not that sufficient future
         taxable income will exist to enable Thacker-Gibbs to realize the tax
         benefits of the operating loss carryforward.
                                        F-18
  
  <PAGE>
  
  
                                 THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
               NOTES TO PRO FORMA CONSOLIDATING FINANCIAL INFORMATION
                                     (UNAUDITED)
  
     (F) Gibbs purchased only selected assets and assumed no liabilities of TAM in
         connection with the acquisition. The assets and liabilities to remain in
         TAM are itemized below:
  
                    Cash                             $      1,689
                    Trade Accounts Receivable             508,739
                    Affiliates Receivables              2,247,216
                    Note Payable-Related Party           (776,381)
                    Accounts Payable                     (882,719)
                    Accrued Liabilities                  (194,120)
                                                      ------------
  
                                                      $    904,424
  
     (G) To issue 4,000,000 shares of Gibbs' $.01 par value common stock at its
         estimated fair value on the date of confirmation of the plan of
         reorganization (November 10, 2000) for the purchase of certain assets of
         Thacker Asset Management. The assets purchased included cash, prepaid
         expense, furniture, fixtures and equipment, existing contracts and work
         in process. Gibbs acquired the assets of TAM in exchange for 4,000,000
         shares of its $.01 par value common stock at which time the management
         and stockholders of TAM gained actual and effective operating control of
         Gibbs thereby affecting the accounting of the purchase as a reverse
         merger and eventual name change to Thacker-Gibbs, Inc
  
         The estimated fair value of Gibbs' stock was the asking price of the
         stock on November 10, 2000.
  
         TAM is owned 80% by TOC, Inc., an Atlanta, Georgia, based minority and
         women-owned business enterprise providing engineering and construction
         management services, and 20% by The Benham Group, Inc., an engineering
         firm headquartered in Oklahoma City, Oklahoma.
  
     (H) To reduce Gibbs' furniture and equipment to its estimated fair value at
         November 10, 2000, date of purchase of TAM.
  
     (I) To reclassify members' earnings to paid-in capital as this represents
         untaxed earnings of TAM from its inception to the date of the merger.
  
     (J) To record dividends on the 6% preferred stock as follows:
             Preferred Stock                            $  200,000
  
             6% Dividend Rate                               X $.06
                                                        ----------
  
                  Annual Dividend                       $   12,000
                                                        ==========
  
                  Nine Month Dividend                   $    9,000
                                                        ==========
  
     (K) To record pro forma federal income tax expense at approximately 34%.
  
                                        F-19
  
  <PAGE>
  
  
  
                                 THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
               NOTES TO PRO FORMA CONSOLIDATING FINANCIAL INFORMATION
                                     (UNAUDITED)
  
                    (L) Outstanding common stock is as follows:
  
                                                     December 31,    September 30,
                                                        1999             2000
                                                     ------------    -----------
  
     Weighted Average Number of Common Shares        4,018,462       4,060,000
  
     Shares Issued in Connection with Acquisition    4,000,000       4,000,000
  
     Shares Issued to Liquidating Trust                501,000         501,000
                                                    ----------      ----------
  
                                                     8,519,462       8,561,000
                                                    ==========      ==========
  
     (M) The statements of operations for the nine month period ended September
         30, 2000, include the nine month results of operations of both Gibbs and
         TAM. The statements of operations for the year ended December 31, 1999,
         reflect twelve month of results of operations for both companies.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        F-20
  
  
  <PAGE>
  
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf, thereby duly
  authorized.
  
  
  
  Date: February 9, 2001
                                        Gibbs Construction, Inc
  
  
                                        /s/ Walter R. Huntley, Jr.
                                        --------------------------
                                        Walter R. Huntley, Jr., President
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metadata_filer: {"company-data": {"conformed-name": "GIBBS CONSTRUCTION INC", "cik": "0001001463", "assigned-sic": "1540", "irs-number": "752095676", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14088", "film-number": "1539318"}, "business-address": {"street1": "1855 WALL ST", "city": "GARLAND", "state": "TX", "zip": "75042", "phone": "9422783433"}, "mail-address": {"street1": "1855 WALL ST", "street2": "1855 WALL ST", "city": "GARLAND", "state": "TX", "zip": "75041"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported) November 10, 2000
                                                   -----------------
  
                             Gibbs Construction, Inc..
                            ---------------------------
                 (Exact name of issuer as specified in its charter)
  
  Texas                           1-14088                              75-2095676
  -------------------------------------------------------------------------------
  (State or other jurisdiction    (Commission File                (I.R.S.Employer
  of incorporation)                 Number)                    Identification No.)
  
  133 Carnegie Way, Suite 600, Atlanta, GA                                30303
  -----------------------------------------------------------------------------
  (Address of principal executive offices)                             (Zip Code)
  
  (Registrant's telephone number, including area code: (404) 525-1370
  
  1855 Wall Street,  Garland,  TX 75041  (Former name,  former  address and former
  fiscal year, if changed since last report)
  Item 1.  Change in Control.
  
  On November 10, 2000, effective as of November 1, 2000, the registrant acquired
  certain operating assets of Thacker Asset Management, L.L.C. in exchange for
  4,000,000 shares of the registrant's common stock. This transaction is further
  described under "Item 2. Acquisition or Disposition of Assets". TOC, Inc. holds
  all of the voting rights and is entitled to 80% of the profits of Thacker Asset
  Management, L.L.C. In addition, prior to the effective date, Thacker Resources,
  Inc., which is also affiliated with TOC, Inc. acquired 1,500,000 shares of the
  registrant's common stock. Of these 1,500,000 shares, 1,000,000 were acquired
  from Tony Gibbs and 500,000 were acquired from Danny R. Gibbs. Accordingly, TOC,
  Inc. or its affiliates now beneficially own 5,500,000 shares of the registrant's
  common stock of the 8,561,000 shares of common stock issued and outstanding.
  These 5,500,000 shares represent approximately 64.2% of the registrant's issued
  and outstanding shares of common stock.
  
  Item 2.  Acquisition or Disposition of Assets.
  
       On August 20, 2000, the United States Bankruptcy Court for the Northern
  District of Texas, Dallas Division, confirmed the registrant's Plan of
  Reorganization pursuant to Chapter 11 of the United States Bankruptcy Code. On
  November 10, 2000, the court made that plan effective. On November 10, 2000, as
  contemplated in the plan, the registrant agreed to issue 4,000,000 shares of its
  Common Stock to Thacker Asset Management, L.L.C. to acquire that entity's
  existing contracts, of which there was one, and work in progress together with
  certain furniture fixtures and equipment.
  
  Thacker Asset Management, L.L.C. provides engineering and construction
  management services as a minority and women-owned business enterprise.
  
  Item 7. Financial Statements and Exhibits.
  
  (a)      Financial Statements of Business acquired
  
           The financial statements of Thacker Asset Management, L.L.C. are set
           forth on pages F-1 through F-12 herein.
  
  (b)      Pro forma financial information.
  
           The pro forma consolidating financial statements of Thacker Asset
           Management, L.L.C. and Gibbs Construction, Inc. are set forth on pages
           F-13 through F-20 herein.
  THACKER  ASSET  MANAGEMENT,  L.L.C
               (Formerly Known as Benchmark Asset Management, L.L.C.)
  
                                FINANCIAL STATEMENTS
  
                             DECEMBER 31, 1998 AND 1999
  
                                         F-1
  Killman, Murrell & Company, P.C.
                            Certified Public Accountants
  
  505 N. Big Spring, Suite 603    1931 E. 37th, Suite     14810 Le Grande Drive
     Midland, Texas  79701        Odessa, Texas 79762     Addison, Texas 75001
        (915) 686-9381          (915) 363-0067/550-4910     (972) 991-9324
     Fax (915) 684-6722           Fax (915) 363-0376      Fax (972) 991-9323
  
                 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
  
  To the Members
  Thacker Asset Management, L.L.C.
  (Formerly Known As Benchmark Asset Management, L.L.C.)
  Atlanta, Georgia
  
  We have audited the accompanying balance sheets of Thacker Asset Management,
  L.L.C. (formerly known as Benchmark Asset Management, L.L.C.) as of December 31,
  1998 and 1999, and the related statements of operations, members' equity and
  cash flows for the 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 generally accepted auditing
  standards. Those standards require that we plan and perform the audit to obtain
  reasonable assurance about whether the financial statements are free of material
  misstatement. An audit includes examining, on a test basis, evidence supporting
  the amounts and disclosures in the financial statements. An audit also includes
  assessing the accounting principles used and significant estimates made by
  management, as well as evaluating the overall financial statement presentation.
  We believe that our audits provide a reasonable basis for our opinion.
  
  In our opinion, the financial statements referred to above present fairly, in
  all material respects, the financial position of Thacker Asset Management,
  L.L.C. (formerly known as Benchmark Asset Management, L.L.C.) as of December 31,
  1998 and 1999, and the results of its operations and its cash flows for the
  years then ended, in conformity with generally accepted accounting principles.
  
  KILLMAN, MURRELL & COMPANY, P.C.
  Dallas, Texas
  February 25, 2000
  
                                         F-2
  THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                                   BALANCE SHEETS
  
                                       ASSETS
  December 31,                       September 30,
                                            ------------------------------
                                            1998               1999                2000
                                            -------------      -------------     -----------
                                                                               (Unaudited)
  CURRENT ASSETS
  Cash                                   $    4,334         $   45,514       $     31,689
     Accounts Receivable - Trade               416,011            712,840            508,739
     Prepaid Expenses                           12,573             46,684             46,410
                                             ----------         ------------      ------------
  
         TOTAL CURRENT ASSETS                  432,918            805,038            586,838
                                             ----------         ------------      ------------
  
  EQUIPMENT AND FURNITURE                       73,676             99,252            101,668
       Less Accumulated Depreciation           (11,051)           (28,396)           (46,162)
                                             ----------         -------------     -------------
  
         NET EQUIPMENT AND FURNITURE            62,625             70,856             55,506
                                             ----------         ------------      ------------
  
  OTHER ASSETS
     Member and Affiliate Receivables          238,680            893,752          2,247,216
     Other Assets                                  398                398                398
                                             ----------         ------------      ------------
  
         TOTAL OTHER ASSETS                    239,078            894,150          2,247,614
                                             ----------         ------------      ------------
  
         TOTAL ASSETS                       $  734,621         $1,770,044       $  2,889,958
                                             ==========         ============      ============
  
                LIABILITIES AND MEMBERS' EQUITY
  CURRENT LIABILITIES
   Notes Payable to Related Parties-Note 2  $  575,656         $  543,502       $ -
   Current Portion of Long Term Debt-Note 2       -                  -               251,702
   Accounts Payable                              4,623            219,415            882,719
     Accrued Liabilities - Note 4               51,607            271,792            194,120
                                             ----------         -------------     ------------
  
         TOTAL CURRENT LIABILITIES             631,886          1,034,709          1,328,541
  
  LONG TERM DEBT - Note 2                         -                  -               524,679
  
  COMMITMENTS - Notes 6 and 8                     -                  -                  -
                                             ----------         ------------      ------------
  
         TOTAL LIABILITIES                     631,886          1,034,709          1,853,220
                                             ----------         ------------      ------------
  
  MEMBERS' EQUITY
   Contributed Capital                          40,817             40,817             40,817
   Members' Earnings                            61,918            694,518            995,921
                                             ----------         ------------      ------------
  
     TOTAL MEMBERS' EQUITY                     102,735            735,335          1,036,738
                                             ----------         ------------      ------------
  
     TOTAL LIABILITIES AND MEMBERS' EQUITY  $  734,621         $1,770,044       $  2,889,958
                                             ==========         ==========        ============
  See accompanying notes to financial statements
                                         F-3
  THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                              STATEMENTS OF OPERATIONS
  Nine Months
                                                                  Years Ended                         Ended
                                                                  December 31,                     September 30,
                                                          --------------------------        -------------------------
                                                               1998             1999             1999               2000
                                                          -------------     ------------     ------------     ----------
                                                                                             (Unaudited)       (Unaudited)
  REVENUES
   Program/Construction Management Services
  Revenues                                              $  1,420,838      $  3,534,468     $  2,757,701      $  4,874,324
     Related Party Service Revenues                             17,345              -                -                 -
                                                          ------------      ------------     ------------      ------------
  
                TOTAL REVENUES                               1,438,183         3,534,468        2,757,701         4,874,324
  
  SUBCONTRACT AND OTHER COSTS
     OF REVENUES                                               547,646         1,908,957        1,464,270         3,249,541
                                                          ------------      ------------     ------------      ------------
  
                GROSS PROFIT                                   890,537         1,625,511        1,293,431         1,624,783
                                                          ------------      ------------     ------------      ------------
  
  GENERAL AND ADMINISTRATIVE EXPENSES
     Salaries, Wages and Other Employee
  Benefits                                                     201,230           372,628          243,177           501,539
     Depreciation                                               11,051            17,345           13,264            17,766
     Other                                                     335,964           446,313          307,462           777,007
                                                          ------------      ------------     ------------      ------------
                TOTAL GENERAL AND
                  ADMINISTRATIVE                               548,245           836,286          563,903         1,296,312
                                                          ------------      ------------     ------------      ------------
  EXPENSES
  
                INCOME BEFORE OTHER
                  INCOME (EXPENSE)                             342,292           789,225          729,528           328,471
                                                          ------------      ------------     ------------      ------------
  
  OTHER INCOME (EXPENSE)
     Interest Income                                             1,440             6,245            3,250             3,035
     Interest Expense                                          (18,732)          (75,131)         (58,932)          (30,103)
     Related Party Technical Advisory Fee                     (263,082)          (87,739)         (87,739)                -
                                                          ------------      ------------     ------------      ------------
  
                TOTAL OTHER INCOME
  (EXPENSE)                                                   (280,374)         (156,625)        (143,421)          (27,068)
                                                          ------------      ------------     ------------      ------------
  
  NET INCOME                                              $     61,918      $    632,600     $    586,107      $    301,403
                                                          ============      ============     ============      ============
  See accompanying notes to financial statements
  
                                         F-4
  THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            STATEMENTS OF MEMERS' EQUITY
  
                   FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1999
              AND THE NINE MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED)
  Contributed         Members'
                                                                          Capital            Earnings              Total
                                                                        -----------       -------------       -----------
  BALANCE, DECEMBER 31, 1997                                              $ 25,000          $     -           $    25,000
  
     Member Contributions                                                   15,817                -                15,817
  
     1998 Income (Audited)                                                    -                 61,918             61,918
                                                                          ---------          ----------        ----------
  
  BALANCE, DECEMBER 31, 1998                                                40,817              61,918            102,735
  
     1999 Income (Audited)                                                    -                632,600            632,600
                                                                          ---------          ----------        ----------
  
  BALANCE, DECEMBER 31, 1999                                                40,817             694,518            735,335
  
     2000 Income (Unaudited)                                                  -                301,403            301,403
                                                                          ---------          ----------        ----------
  
  BALANCE, SEPTEMBER 30, 2000 (UNAUDITED)                                 $ 40,817          $  995,921        $ 1,036,738
                                                                          =========          ==========        ==========
  See accompanying notes to financial statements
  
                                         F-5
  THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                              STATEMENTS OF CASH FLOWS
  Nine Months
                                                                            Years Ended                         Ended
                                                                            December 31,                     September 30,
                                                                  -----------------------------     -------------------------
                                                                   1998           1999                 1999           2000
                                                               -------------    ------------        ------------   ----------
                                                                                                    (Unaudited)    (Unaudited)
  CASH FLOWS FROM OPERATING  ACTIVITIES
  Net Income                                              $   61,918       $  632,600        $    586,107      $    301,403
       Adjustments to Reconcile Net Income to Net
         Cash from Operating Activities
           Depreciation                                            11,051           17,345              13,264            17,766
       Changes in Operating Assets and Liabilities
           Accounts Receivable                                   (416,011)        (296,829)            407,088           204,101
           Prepaid Expenses                                       (12,573)         (34,111)            (41,639)              274
           Related Party Receivables                             (232,680)        (655,072)         (1,385,994)       (1,353,464)
           Other Assets                                              (398)            -                   -                 -
           Accounts Payable                                         4,623          214,792             196,257           663,304
           Accrued Liabilities                                     51,607          220,185             129,533           (77,672)
           Cash Overdraft                                            -                -                113,460              -
                                                               ----------       ----------        ------------      -------------
              NET CASH (USED) PROVIDED BY
  OPERATING ACTIVITIES                                           (532,463)          98,910              18,076          (244,288)
                                                               ----------       ----------        ------------      ------------
  
  CASH FLOWS USED IN INVESTING        ACTIVITIES
         Purchase of Equipment and Furniture                      (73,676)         (25,576)            (17,046)           (2,416)
                                                               ----------       ----------        ------------      ------------
  
  CASH FLOWS FROM FINANCING  ACTIVITIES
         Proceeds from Notes Payable from Related
  Parties                                                         575,656          158,312             158,312           272,695
         Payments on Notes Payable from Related
  Parties                                                            -            (190,466)           (153,466)          (39,816)
         Member Contributions                                      15,817             -                   -                 -
                                                               ----------       ----------        ------------      ------------
              NET CASH PROVIDED (USED) BY
  FINANCING ACTIVITIES                                            591,473          (32,154)              4,846           232,879
                                                               ----------       ----------        ------------      ------------
  
  NET (DECREASE) INCREASE IN CASH                                 (14,666)          41,180               5,876           (13,825)
  
  CASH AT BEGINNING OF PERIOD                                      19,000            4,334               4,334            45,514
                                                               ----------       ----------        ------------      ------------
  
  CASH AT END OF PERIOD                                        $    4,334       $   45,514        $     10,210      $     31,689
                                                               ==========       ==========        ============      ============
  
  SUPPLEMENTAL SCHEDULE OF CASH
     FLOW INFORMATION
         Cash Paid During the Period For:
           Interest                                            $      125       $   15,593        $       -         $     12,183
                                                               ==========       ==========        ============      ============
           Income Taxes                                        $        -       $        -        $       -         $       -
                                                               ==========       ==========        ==============    ============
  See accompanying notes to financial statements
                                         F-6
  THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            NOTES TO FINANCIAL STATEMENTS
                  (Including Notes Applicable to Unaudited Periods)
  
                             DECEMBER 31, 1998 and 1999
  
  NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
     Company Organization and Business
  
     Two companies contributed $25,000 to a joint venture in December 1997, and
     the joint venture, prior to commencement of business activity, was converted
     to a Texas limited liability company on February 1, 1998, with the name being
     changed to Thacker Asset Management, L.L.C. ("Thacker ")(formerly known as
     Benchmark Asset Management, L.L.C.). The period of duration of the limited
     liability company is thirty (30) years from February 1, 1998. The members of
     Thacker are:
  
                                                       Ownership
                  Member Name                          Percentage
          ---------------------------------            ----------
          TOC, Inc. ("TOC")                               51%
          The Benham Group, Inc. ("Benham")               49%
  
     Thacker is managed by TOC, and TOC is the source of substantially all
     revenues earned by Thacker. Due to this relationship, Thacker has been
     accounted for as a subsidiary of TOC and is included in TOC's consolidated
     financial statements.
  
     On January 10, 1997, TOC and the engineering firm CH2M Hill, Inc. formed CH2M
     Hill/TOC, a Joint Venture (the "Joint Venture"). On March 28, 1998, the Joint
     Venture entered an agreement with the City of Atlanta, Georgia, to provide
     architectural, engineering, construction management and other related
     professional services for a three year period. This agreement sets forth the
     applicable hourly fee rates for the professional services to be provided. The
     City of Atlanta issues a contract task order and notice to proceed to the
     Joint Venture for a certain project and the Joint Venture will either self
     perform or obtain the necessary subcontractors to complete the project.
  
     Included in the statement of operations for the years ended December 31, 1998
     and 1999, and the nine months ended September 30, 2000, are the following
     related party expenses:
  
                                              Subcontract and Other
                                                Costs of Revenues
                                   ----------------------------------------------
                                   1998               1999               2000
                                   ----------       ------------      -----------
                                                                      (Unaudited)
        Benham                    $149,490          $       -          $    -
        TOC                        180,026                  -               -
        TOC'S Officer                    -                  -               -
                                  ----------        -----------        ----------
  
                                  $329,516          $       -          $    -
                                  =========         ==========         ==========
  
                                     (Continued)
                                         F-7
  THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            NOTES TO FINANCIAL STATEMENTS
                  (Including Notes Applicable to Unaudited Periods)
  
                             DECEMBER 31, 1998 and 1999
  
  NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  
                                      General and Administrative Expenses
                                  ----------------------------------------------
                                     1998               1999           2000
                                  ----------         ---------     ------------
                                                                   (Unaudited)
      Benham                      $        -         $       -     $        -
      TOC                            287,434                 -        353,579
      TOC's Officer                    2,000                 -              -
                                  ----------         ---------      ----------
  
                                  $  289,434         $       -     $  353,579
                                  =========          ==========    ===========
  
                                      Technical Advisor Fees
                                  ---------------------------------------------
                                     1998               1999           2000
                                  ----------         ---------     ------------
                                                                   (Unaudited)
      Benham                      $  263,082         $  87,739     $        -
      TOC                                  -                 -              -
      TOC's Officer                        -                 -              -
                                  ----------         ---------      ----------
  
                                  $  263,082         $  87,739     $        -
                                  ==========         =========     ==========
     Revenue Recognition
     -------------------
     Professional services and subcontract services are billed monthly based on
                time expanded, plus allowable reimbursable expenses.
  
     Use of Estimates
     ----------------
     The preparation of financial statements in conformity with generally accepted
     accounting principles requires management to make estimates and assumptions
     that affect the reported amounts of assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and expenses during
     the reporting period and disclosures of contingent assets and liabilities.
     Actual results could differ from those estimates.
  
     The Company recognizes revenues from fixed-price construction contracts using
     the percentage-of-completion method, measured by the percentage of cost
     incurred to date to management's estimated total cost for each contract. That
     method is used because management considers total cost to be the best
     available measure of progress on the contracts. Because of the inherent
     uncertainties in estimating costs, it is at least reasonably possible that
     the estimates used will change within the near term.
  
     Cash and Cash Equivalents
     -------------------------
     For financial reporting purposes, Thacker considers all highly liquid
     investments purchased with original maturities of three months or less to be
     cash equivalents.
  
                                     (Continued)
                                         F-8
  THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            NOTES TO FINANCIAL STATEMENTS
                  (Including Notes Applicable to Unaudited Periods)
  
                             DECEMBER 31, 1998 and 1999
  
  NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  
     Equipment and Furniture
     -----------------------
     Equipment and furniture are stated at cost. Maintenance and repairs are
     charged to expense as incurred. Major betterments and improvements which
     extend the useful life of the related item are capitalized and depreciated.
     Depreciation is provided for over the estimated useful lives of the
     individual assets using straight-line methods.
  
     Equipment and furniture consisted of the following:
  Useful
                                                          December 31,                       September 30,          Lives
                                                 -------------------------------------
                                                         1998                 1999               2000               (Years)
                                                    -------------        -------------    ------------------      ----------
                                                                                               (Unaudited)
  Leasehold Improvements                     $       -            $   9,731            $   9,731                3
           Equipment and Furniture                       66,676               82,521               84,937              3-5
           Vehicles                                       7,000                7,000                7,000                3
                                                      ---------            --------             ---------
  
                    Total                                73,676               99,252              101,668
           Accumulated Depreciation                     (11,051)             (28,396)             (46,162)
                                                      -------              --------             ----------
  
       Leasehold Improvements,
     Equipment and Furniture, Net                     $  62,625            $  70,856            $  55,506
                                                      =========            =========            =========
  Accounting for Long-Lived Assets
     --------------------------------
           Thacker adopted Statement of Financial Accounting Standards No. 121,
  "Accounting For The Impairment of Long-Lived Assets and For Long-Lived Assets To
  Be Disposed Of." Thacker reviews long-lived assets, certain identifiable assets
  and any goodwill related to those assets for impairment whenever circumstances
  and situations change such that there is an indication that the carrying amounts
  may not be recoverable. At December 31, 1999, Thacker believes that there has
  been no impairment of its long-lived assets.
  
     Income Taxes
     ------------
     Thacker is treated as a partnership for federal income tax purposes.
     Consequently, federal income taxes are not payable by Thacker. Members are
     taxed individually on their shares of Thacker's earnings. Thacker's net
     income or loss is allocated among the members in accordance with the
     regulations of Thacker.
  
                                     (Continued)
                                         F-9
  THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            NOTES TO FINANCIAL STATEMENTS
                                     (CONTINUED)
  
      DECEMBER 31, 1998 and 1999 (AUDITED), AND SEPTEMBER 30, 2000 (UNAUDITED)
  
  NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  
     Concentration of Credit Risk
     ----------------------------
     Thacker places its cash and temporary cash investments with high credit
     quality financial institutions. At times such investments may be in excess of
     FDIC insurance limits. At December 31, 1999, the deposits did not exceed FDIC
     insurance limits.
  
     Thacker grants unsecured credit to its customers which are located in Thacker
     's market area which is Georgia. Management believes that its billing and
     collection policies are adequate to minimize potential credit risks.
     Substantially all revenues are derived from the Joint Venture's agreement
     with the City of Atlanta.
  
     Pension Benefit
     ---------------
     The Thacker employees are covered by a deferred contribution profit sharing
     plan [401 (K) Plan] established by a Member of the Company. This plan allows
     both Thacker and Thacker's eligible employees to contribute to the plan.
     Thacker's contributions to the plan for the years ended December 31, 1998 and
     1999 were $9,558 and $21,137, respectively. For the nine month periods ended
     September 30, 1999 and 2000, Thacker's contribution to the plan was $19,058
     and $19,550, respectively.
  
  NOTE 2:  NOTES PAYABLE TO A MEMBER
  
     At December 31, 1998, notes payable to a Member were composed of twenty-one
     (21) separate notes with an interest rate of ten and one-half percent (10.5%)
     due at staggered dates from March 10, 1999 to December 31, 1999, secured by
     accounts receivable from the City of Atlanta. Interest on these notes for the
     year ended December 31, 1998 was $18,607.
  
     At December 31, 1999, notes payable to a Member were composed of thirteen
     (13) separate notes with an interest rate of ten and one-half percent (10.5%)
     due at staggered dates to April 16, 2000, secured by accounts receivables
     from the City of Atlanta. Interest on these notes for the year ended December
     31, 1999 was $68,501.
  
     At June 30, 2000, the notes payable to a Member due at December 31, 1999 plus
     additional borrowings of $194,542 and accrued interest of $78,153 were
     consolidated into one long term note with an interest rate of nine percent
     (9%). Payments in the amount of $25,955 including interest are due monthly
     with the final payment due June 30, 2003. The first payment was due July 2,
     2000. The balance of this note was $776,381 at September 30, 2000 with
     current maturities being $251,702.
  
                                     (Continued)
                                        F-10
  THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            NOTES TO FINANCIAL STATEMENTS
                  (Including Notes Applicable to Unaudited Periods)
  
                             DECEMBER 31, 1998 and 1999
  
  NOTE 2:  NOTES PAYABLE TO A MEMBER (Continued)
  
          Aggregate maturities of long-term debt as of September 30, 2000, are as
  follows:
  
                  Year                                      Amount
                  ------                                    ---------
                  2001                                    $   251,702
                  2002                                        275,423
                  2003                                        249,256
                                                            ---------
  
                                                          $   776,381
                                                          ===========
  NOTE 3:  LEASE OBLIGATIONS
  
      Thacker leases apartments and vehicles under operating leases that expire
      over the next two (2) years. The following is a schedule by year of future
      minimum rental payments required under the operating leases as of December
      31, 1998:
  
                Year Ending
               December 31,                                   Amount
               ------------                                 --------
                   2000                                     $  9,241
                   2001                                        3,080
                                                            --------
  
                                                            $ 12,321
                                                            ========
  
     Operating lease expense was $28,786 and $9,241 for the years ended December
     31, 1998 and 1999, respectively, and $6,901 and $6,931 for the nine months
     ended September 30, 1999 and 2000, respectively.
  
  NOTE 4:  ACCRUED LIABILITIES
  
  Accrued liabilities were composed of:
  December 31,                 September 30,
                                         ------------------------------------
                                            1998                 1999             2000
                                         ---------            ---------       ----------
                                                                              (Unaudited)
  Accrued Invoices                       $     -              $ 95,000         $   26,254
  Interest                                18,607                78,145             18,000
  Payroll                                 18,000                64,204             92,054
  401 (K) Contributions                   10,000                18,372             14,972
  Other                                    5,000                16,071             42,840
                                         ---------            ---------         ----------
  
                                         $51,607              $271,792          $ 194,120
                                         =======              =========         ==========
  F-11
  THACKER ASSET MANAGEMENT, L.L.C.
               (Formerly Known As Benchmark Asset Management, L.L.C.)
  
                            NOTES TO FINANCIAL STATEMENTS
                  (Including Notes Applicable to Unaudited Periods)
  
                             DECEMBER 31, 1998 and 1999
     NOTE 5: BACK LOG
     The following schedule shows a reconciliation of back log by representing the
     amount of revenue the Company expects to realize from work to be performed on
     uncompleted contracts in progress at December 31, 1998 and 1999, and from
     contractual agreements on which work has not yet begun:
  
       Balance, December 31, 1998                            $5,564,510
  
       New Contracts, 1999                                    3,160,658
                                                             ----------
  
                                                              8,725,168
  
       Less: Contract Revenue Earned 1999                    (3,534,468)
                                                             ----------
  
       Balance, December 31, 1999                            $5,190,700
                                                             ==========
  
  NOTE 6:  SUBSEQUENT EVENT
  
     In November 2000, The Benham Group Inc.'s ownership in TAM was reduced to a
     non-voting 20% ownership, and TOC's ownership interest increased to 80%.
  
                                        F-12
  THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
                    PRO FORMA CONSOLIDATING FINANCIAL INFORMATION
                                     (Unaudited)
  
  On April 20, 2000, Gibbs Construction, Inc. ("Gibbs") filed for protection under
  Chapter 11 of the United States Bankruptcy Act. Mounting losses on several
  construction projects led to the notification from Gibbs' bonding surety that it
  would no longer provide completion and payment bonds for Gibbs' construction
  projects precipitated this filing. Gibbs' increasingly difficult financial
  position and lack of being able to secure additional bonding resulted in their
  inability to contract for additional work. Given these events Gibbs negotiated
  with its bonding surety, its largest creditor, to complete certain projects and
  terminate others. Also during this time, the brother of Gibbs' president, a
  director of the company, resigned to pursue other business interests. By
  subcontracting the necessary labor and materials to complete the construction
  work, all jobs in progress at the date of the bankruptcy filing have been either
  completed or were near completion as of the date the plan of reorganization was
  confirmed.
  
  On November 10, 2000, Gibbs was discharged from bankruptcy pursuant to a plan of
  reorganization by which Gibbs would acquire certain assets of Thacker Asset
  Management, L.L.C. ("TAM"), a Texas limited liability company based in Atlanta,
  Georgia, that focuses upon providing to governmental entities and private
  corporations qualified minority businesses to fulfill engineering and
  construction management services. Gibbs acquired the assets of TAM in exchange
  for 4,000,000 shares of its $.01 par value common stock at which time the
  management and stockholders of TAM gained actual and effective operating control
  of Gibbs thereby affecting the accounting of the purchase as a reverse merger
  and eventual name change to Thacker-Gibbs, Inc. This transaction is equivalent
  to the issuance of stock by TAM (the private company) for the acquisition of
  Gibbs' assets, accompanied by a recapitalization.
  
  The unaudited Pro Forma Consolidating Statements of Operations for the year
  ended December 31, 1999, and the nine months ended September 30, 2000, gives pro
  forma effect to the acquisition of TAM (and other adjustments as described in
  the accompany notes) as if it had occurred on January 1, 1999 and 2000,
  respectively. The Pro Forma Statements of Operations are based on the historical
  results of operations of Gibbs and TAM for the year ended December 31, 1999, and
  the nine months ended September 30, 2000. The Pro Forma Consolidating Balance
  Sheet as of September 30, 2000 gives pro forma effect to the acquisition of TAM
  as if it had occurred on that date. The Pro Forma Consolidating Statements of
  Operations and Pro Forma Consolidating Balance Sheet and the accompanying notes
  should be read in conjunction with and are qualified by the historical financial
  statements of Gibbs and TAM and notes thereto appearing elsewhere herein.
  
  The Pro Forma Information is intended for informational purposes only and is not
  necessarily indicative of the future financial position or results of operations
  of Gibbs after the acquisition of TAM, or the financial position or the results
  of operations of Gibbs that would have actually occurred had the acquisition of
  TAM been effected as of the date or for the periods presented.
  
                                        F-13
  THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
                        PRO FORMA CONSOLIDATING BALANCE SHEET
                                 SEPTEMBER 30, 2000
                                     (UNAUDITED)
                                       ASSETS
  Gibbs             Thacker Asset  Pro Forma
                                        Gibbs           Reorganization   Construction,Inc.    Management,   Consolidating    Pro Forma
                                     Construction,Inc.     Entries       Post Reorganization     L.L.C.     Entries          Total
                                     -----------------  --------------   -------------------  ------------  -------------    ---------
  CURRENT ASSETS
  Cash                              $  475,729      $ (405,729)(A)    $  70,000           $   31,689     $    (1,689)(F) $  100,000
     Temporary Investments                    129            (129)(A)            -                   -                -              -
     Accounts Receivable
       Trade                              794,582        (794,582)(A)            -              508,739        (508,739)(F)          -
       Costs and Estimated Earnings
        in Excess of Billings on
  Uncompleted Contracts                    45,340          (7,543)(A)       37,797                    -               -         37,797
     Prepaid Expenses                       8,628          (8,628)(A)            -               46,410               -         46,410
                                        ---------        --------        ---------              -------      ----------       --------
  
           TOTAL CURRENT ASSETS         1,324,408      (1,216,611)         107,797              586,838        (510,428)       184,207
                                        ---------       ---------        ---------              -------      ----------       --------
  
  NET EQUIPMENT AND FURNITURE             158,619               -          158,619               55,506         (58,619)(H)    155,506
                                        ---------        --------        ---------              -------      ----------       --------
  
  OTHER ASSETS
   Members and Affiliates Receivables        -                  -                -            2,247,216      (2,247,216)(F)          -
     Real Estate Investments               17,732         (17,732)(A)            -                    -               -              -
     Deferred Tax Asset                      -          1,752,000 (E)    1,752,000                    -               -      1,752,000
     Other Assets                            -                  -                -                  398               -            398
                                        ---------       ---------        ---------              -------      ----------      ---------
  
           TOTAL OTHER ASSETS              17,732       1,734,268        1,752,000            2,247,614      (2,247,216)     1,752,398
                                        ---------       ---------        ---------            ---------      ----------      ---------
  
           TOTAL ASSETS                $1,500,759      $  517,657       $2,018,416           $2,889,958     $(2,816,263)    $2,092,111
                                       ==========      ==========       ==========           ==========     ===========     ==========
  The accompanying notes are an integral part
                of these pro forma consolidating financial statements
  
                                        F-14
  THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
                        PRO FORMA CONSOLIDATING BALANCE SHEET
                                 SEPTEMBER 30, 2000
                                     (UNAUDITED)
                   LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
  Gibbs       Thacker     Pro Forma
                                                     Gibbs       Reorganization  Construction, Asset       Consolidat-     Pro
                                                 Construction,   Entries         Inc.Post      Management, ing             Forma
                                                  Inc.                           Reorgan-      L.L.C.      Entries         Total
                                                                                 ization
                                                 --------------  --------------  ------------  ----------- -----------     -------
  
  CURRENT LIABILITIES
  Current Portion of Long-Term Debt             $ 4,226,755     $(4,226,755)(A) $        -    $  251,702  $  (251,702)(F) $        -
   Current Portion of Capital Lease Obligation        29,054         (29,054)(A)          -             -            -              -
   Accounts Payable                                4,080,701      (4,080,701)(A)          -       882,719     (882,719)(F)          -
   Accrued Liabilities                             3,322,164      (3,322,164)(A)          -       194,120     (194,120)(F)          -
   Billings in Excess of Costs and Estimated
     Earnings on Uncompleted Contracts                11,241         (11,241)(A)          -             -            -              -
   Payable to Stockholders                            78,539         (78,539)(A)          -             -            -              -
                                                 -----------     -----------     ----------    ----------  ----------        --------
          TOTAL CURRENT LIABILITIES               11,748,454     (11,748,454)             -     1,328,541   (1,328,541)             -
  
  LONG TERM DEBT                                           -               -              -       524,679     (524,679)(F)          -
                                                 -----------     -----------     ----------     ---------  ---------         --------
  
          TOTAL LIABILITIES                       11,748,454     (11,748,454)             -     1,853,220   (1,853,220)             -
                                                 -----------     -----------     ----------     ---------  ----------        --------
  
  STOCKHOLDERS' (DEFICIT) EQUITY
     6% Designated Preferred Stock                                   200,000 (C)    200,000             -            -        200,000
     Common Stock                                     40,600           5,010 (B)     45,610             -       40,000 (G)     85,610
     Additional Paid-In Capital                    5,003,234          95,190 (B)  1,772,806        40,817     (904,424)(F)
                                                                  (5,077,618)(D)                               (40,000)(G)
                                                                   1,752,000 (E)                               (58,619)(H)
                                                                                                               995,921 (I)  1,806,501
     Retained Deficit                            (15,291,529)     10,213,911 (A)          -             -            -              -
                                                                   5,077,618 (D)
     Members' Earnings                                     -               -              -       995,921     (995,921)(I)          -
                                                 -----------     -----------     ----------     ---------    ---------      ---------
  
         TOTAL STOCKHOLDERS' (DEFICIT)
  EQUITY                                         (10,247,695)     12,266,111      2,018,416     1,036,738     (963,043)     2,092,111
                                                 -----------     -----------     ----------    ----------    ---------     ----------
  
          TOTAL LIABILITIES AND
            STOCKHOLDERS' (DEFICIT) EQUITY       $ 1,500,759     $   517,657     $2,018,416    $2,889,958  $(2,816,263)    $2,092,111
                                                 ===========     ===========     ==========    ==========  ===========     ==========
  The accompanying notes are an integral part
                of these pro forma consolidating financial statements
                                        F-15
  THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
                   PRO FORMA CONSOLIDATING STATEMENT OF OPERATIONS
                 FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2000
                                     (UNAUDITED)
  Gibbs           Thacker     Pro Forma
                                                 Gibbs                           Construction,   Asset       Consolidat-
                                                 Construction,  Reorganization   Inc. Post Re-   Management,  ing         Pro Forma
                                                 Inc. (M)       Entries          organization    L.L.C. (L)  Entries      Total
                                                 -------------  ---------------  -------------  -----------  -------     ---------
  
  REVENUES
  Construction                                 $ 6,042,047     $(6,042,047)(A)  $       -      $        -  $      -     $        -
   Program/Construction Management Services               -               -              -       4,874,324         -      4,874,324
                                                 ----------     -----------       ---------      ----------  --------    ---------
         TOTAL REVENUES                           6,042,047      (6,042,047)             -       4,874,324         -      4,874,324
  COSTS OF REVENUES                               7,735,154      (7,735,154)(A)          -       3,249,541         -      3,249,541
                                                 ----------      -----------      ---------      ----------  --------    ---------
         GROSS PROFIT                            (1,693,107)      1,693,107              -       1,624,783         -      1,624,783
  GENERAL AND ADMINISTRATIVE EXPENSES             2,017,525      (2,017,525)(A)          -       1,296,312         -      1,296,312
                                                 ----------      -----------      ---------      ----------  --------     ---------
         (LOSS) INCOME BEFORE OTHER
          INCOME (EXPENSE)                       (3,710,632)      3,710,632 (A)          -         328,471         -        328,471
  OTHER INCOME (EXPENSE)
     Gain on Disposal of Equipment                  172,236        (172,236)(A)          -               -         -              -
     (Loss) on Real Estate Held for Resale          (45,548)         45,548 (A)          -               -         -              -
     Interest Expense                              (196,488)        196,488 (A)          -         (30,103)        -        (30,103)
     Interest Income and Other                        6,410          (6,410)(A)          -           3,035         -          3,035
                                                 ----------       -----------     ---------      ----------  -------      ---------
  (LOSS) INCOME BEFORE BENEFIT OF
     REORGANIZATION, PREFERRED STOCK DIVIDENDS,
     AND INCOME TAX EXPENSES                     (3,774,022)      3,774,022              -         301,403         -        301,403
  BENEFIT OF REORGANIZATION                                      10,514,111 (A)
                                                                   (100,200)(B)
                                                                   (200,000)(C)
                                                          -      10,213,911)(A)          -               -         -              -
  PRO FORMA PREFERRED STOCK DIVIDEND                      -               -              -               -     (9,000)(J)    (9,000)
  PRO FORMA INCOME TAX EXPENSE                            -               -              -               -    (99,400)(K)   (99,400)
                                                 ----------      -----------      ---------       ---------   -------     ---------
           NET (LOSS) INCOME                    $(3,774,022)    $ 3,774,022      $       -       $ 301,403  $(108,400)   $  193,003
                                                 ===========     ===========      =========       =========  =========    =========
  (LOSS) INCOME PER SHARE                       $      (.93)                                                             $     .02
                                                 ==========                                                               =========
  PRO FORMA WEIGHTED AVERAGE NUMBER
     OF COMMON SHARES OUTSTANDING                 4,060,000                                                               8,561,000(L)
                                                 ==========                                                               =========
  The accompanying notes are an integral part
                of these pro forma consolidating financial statements
                                        F-16
  THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
                   PRO FORMA CONSOLIDATING STATEMENT OF OPERATIONS
                        FOR THE YEAR ENDED DECEMBER 31, 1999
                                     (UNAUDITED)
  Gibbs           Thacker     Pro Forma
                                               Gibbs         Reorganization   Construction,   Asset       Consoli-      Pro Forma
                                               Construction,    Entries       Inc. Post       Management, dating        Total
                                               Inc. (M)                       Reorganization  L.L.C. (L)  Entries
                                               ------------- --------------   --------------  -----------  ---------   ------------
  
  REVENUES
  Construction                              $53,366,171   $(53,366,171)(A) $       -       $       -    $      -     $        -
     Program/Construction Management Services            -              -             -        3,534,468          -      3,534,468
                                                ----------     ----------       ---------      ---------    --------     ----------
         TOTAL REVENUES                         53,366,171    (53,366,171)            -        3,534,468          -      3,534,468
  COSTS OF REVENUES                             55,487,878    (55,487,878)(A)         -        1,908,957          -      1,908,957
                                                ----------    -----------       ---------      ---------    --------     ----------
         GROSS (LOSS) PROFIT                    (2,121,707)     2,121,707             -        1,625,511          -      1,625,511
  GENERAL AND ADMINISTRATIVE EXPENSES            5,268,009     (5,268,009)(A)         -          836,286          -        836,286
                                                ----------    -----------       ---------      ---------    --------     ----------
         (LOSS) INCOME BEFORE OTHER
  INCOME (EXPENSE)                              (7,389,716)     7,389,716             -          789,225          -        789,225
  OTHER INCOME (EXPENSE)
     Gain on Disposal of Equipment                   5,000         (5,000)(A)         -               -           -              -
     Gain on Temporary Investment Transactions      78,682        (78,682)(A)         -               -           -              -
     Interest Income and Other                     109,646       (109,646)(A)         -            6,245          -          6,245
     Interest Expense                             (206,832)       206,832 (A)         -          (75,131)         -        (75,131)
     Related Party Technical Advisory Fee                -              -             -          (87,739)         -        (87,739)
                                               -----------     ----------       ---------      ---------     -------     ----------
  (LOSS) INCOME BEFORE BENEFIT OF
  REORGANIZATION,PREFERRED STOCK DIVIDENDS,
  AND INCOME TAX EXPENSES                       (7,403,220)     7,403,022             -           632,600         -        632,600
  PREFERRED STOCK DIVIDEND                               -              -             -                -     (12,000)(J)   (12,000)
  INCOME TAX EXPENSE                             1,547,042     (1,547,042)(A)         -                -    (215,000)(K)  (215,000)
                                                ----------    -----------       ---------       ---------   --------     ---------
  NET (LOSS) INCOME                            $(8,950,262)  $  8,950,262     $       -       $   632,600  $(227,000)   $  405,600
                                                ==========    ===========       =========       =========   =========    =========
  (LOSS) INCOME PER SHARE                      $    (2.23)                                                              $      .05
                                                ==========                                                               =========
  PRO FORMAWEIGHTED AVERAGE NUMBER
     OF SHARES OUTSTANDING                       4,018,462                                                               8,519,462(L)
                                                ==========                                                               =========
  The accompanying notes are an integral part
                of these pro forma consolidating financial statements
                                        F-17
  THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
               NOTES TO PRO FORMA CONSOLIDATING FINANCIAL INFORMATION
                                     (UNAUDITED)
  
     (A) To record the transfer of assets and liabilities to a liquidating trust
         as described in the Gibbs confirmed plan of reorganization and to
         eliminate the revenues and expenses associated with Gibbs for the nine
         months ended September 30, 2000.
  
     (B) The plan of reorganization requires Gibbs to issue 501,000 shares of
         Gibbs' $.01 par value common stock to the liquidating trust to be
         subsequently issued to certain Gibbs' creditors in settlement of their
         claims against Gibbs. This entry records the issuance of that stock.
  
         Number of Shares                                 501,000
  
         Estimated Fair Value Per Share
                  at November 10, 2000                    X $.20
                                                         --------
                                                          100,200
  
         Less: Par Value of 501,000 Shares at $.01          5,010
                                                         -----------
  
         Paid-In Capital                                 $ 95,190
                                                         ===========
  
     (C) To issue 1,000,000 shares of Gibbs' 6% Board Designated No Par Preferred
         Stock at a negotiated value of $.20 per share (aggregate value $200,000)
         to the liquidating trust in accordance with the confirmed plan of
         reorganization. The trust subsequently issued these preferred shares in
         settlement of the debt to the bonding surety.
  
     (D) To reclassify Gibbs' retained deficit to paid-in capital as required by
         reverse merger accounting rules.
  
     (E) At December 31, 1999, Gibbs reported a valuation allowance equal to the
         total value of the deferred tax asset. Upon discharge from bankruptcy,
         Gibbs emerged with its net operating loss carryforward in tact. The
         estimated value of the deferred tax asset generated by that tax net
         operating loss carryforward is as follows:
  
            Tax Net Operating Loss Carryforward          $  10,395,000
            Tax Operating Loss for the Nine Months
                  Ended September 30, 2000                   5,007,000
            Relinquishment of Debt, net of assets
                  contributed to liquidating trust         (10,250,000)
                                                          ------------
  
                                                             5,152,000
                  Tax Rate                                        X 34%
                                                          ------------
  
            Deferred Tax Asset                            $  1,752,000
                                                          =============
  
         Due to the acquisition of TAM, a deferred tax asset valuation allowance
         is not needed since it is more likely than not that sufficient future
         taxable income will exist to enable Thacker-Gibbs to realize the tax
         benefits of the operating loss carryforward.
                                        F-18
  THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
               NOTES TO PRO FORMA CONSOLIDATING FINANCIAL INFORMATION
                                     (UNAUDITED)
  
     (F) Gibbs purchased only selected assets and assumed no liabilities of TAM in
         connection with the acquisition. The assets and liabilities to remain in
         TAM are itemized below:
  
                    Cash                             $      1,689
                    Trade Accounts Receivable             508,739
                    Affiliates Receivables              2,247,216
                    Note Payable-Related Party           (776,381)
                    Accounts Payable                     (882,719)
                    Accrued Liabilities                  (194,120)
                                                      ------------
  
                                                      $    904,424
  
     (G) To issue 4,000,000 shares of Gibbs' $.01 par value common stock at its
         estimated fair value on the date of confirmation of the plan of
         reorganization (November 10, 2000) for the purchase of certain assets of
         Thacker Asset Management. The assets purchased included cash, prepaid
         expense, furniture, fixtures and equipment, existing contracts and work
         in process. Gibbs acquired the assets of TAM in exchange for 4,000,000
         shares of its $.01 par value common stock at which time the management
         and stockholders of TAM gained actual and effective operating control of
         Gibbs thereby affecting the accounting of the purchase as a reverse
         merger and eventual name change to Thacker-Gibbs, Inc
  
         The estimated fair value of Gibbs' stock was the asking price of the
         stock on November 10, 2000.
  
         TAM is owned 80% by TOC, Inc., an Atlanta, Georgia, based minority and
         women-owned business enterprise providing engineering and construction
         management services, and 20% by The Benham Group, Inc., an engineering
         firm headquartered in Oklahoma City, Oklahoma.
  
     (H) To reduce Gibbs' furniture and equipment to its estimated fair value at
         November 10, 2000, date of purchase of TAM.
  
     (I) To reclassify members' earnings to paid-in capital as this represents
         untaxed earnings of TAM from its inception to the date of the merger.
  
     (J) To record dividends on the 6% preferred stock as follows:
             Preferred Stock                            $  200,000
  
             6% Dividend Rate                               X $.06
                                                        ----------
  
                  Annual Dividend                       $   12,000
                                                        ==========
  
                  Nine Month Dividend                   $    9,000
                                                        ==========
  
     (K) To record pro forma federal income tax expense at approximately 34%.
  
                                        F-19
  THACKER-GIBBS, INC.
                    (Formerly Known As Gibbs Construction, Inc.)
  
               NOTES TO PRO FORMA CONSOLIDATING FINANCIAL INFORMATION
                                     (UNAUDITED)
  
                    (L) Outstanding common stock is as follows:
  
                                                     December 31,    September 30,
                                                        1999             2000
                                                     ------------    -----------
  
     Weighted Average Number of Common Shares        4,018,462       4,060,000
  
     Shares Issued in Connection with Acquisition    4,000,000       4,000,000
  
     Shares Issued to Liquidating Trust                501,000         501,000
                                                    ----------      ----------
  
                                                     8,519,462       8,561,000
                                                    ==========      ==========
  
     (M) The statements of operations for the nine month period ended September
         30, 2000, include the nine month results of operations of both Gibbs and
         TAM. The statements of operations for the year ended December 31, 1999,
         reflect twelve month of results of operations for both companies.
  
                                        F-20
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf, thereby duly
  authorized.
  
  Date: February 9, 2001
                                        Gibbs Construction, Inc
  
                                        /s/ Walter R. Huntley, Jr.
                                        --------------------------
                                        Walter R. Huntley, Jr., President