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

                                   FORM 10-KSB




(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 For the fiscal year ended December 31, 2001
                                      -----------------

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 For the transition period from               to
                                              --------------    ---------------

Commission File Number: 000-31441

                                 BisAssist, Inc.
                                 --------------
             (Exact name of registrant as specified in its charter)

Nevada                                                               33-0921357
------                                                               ----------
(State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

1353 Middleton Dr., Suite 2000, Cedar Hill, Texas                          75104
-------------------------------------------------                          -----
(Address of registrant's principal executive offices)                 (Zip Code)

                                  972.293.1115
                                  ------------
              (Registrant's Telephone Number, Including Area Code)

  Securities to be registered under Section 12(b) of the Act:

     Title of Each Class                  Name of Each Exchange on which
     to be so Registered:                 Each Class is to be Registered:
     --------------------                 -------------------------------
             None                                      None

  Securities to be registered under Section 12(g) of the Act:

  Common Stock, Par Value $.001                Preferred Stock, Par Value $.001
  -----------------------------                --------------------------------
  (Title of Class)                             (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. (X) Yes  ( ) No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ( )


State issuer's revenues for its most recent fiscal year. $317,505

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of March 28, 2002, approximately $0.00.

As of March 28, 2002, there were 9,985,000 shares of the issuer's $.001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                          ( ) Yes       (X) No



                                       1
<PAGE>



                                     PART I

Item 1. Description of Business.
--------------------------------

Our Background. We were incorporated in Nevada on July 6, 2000. On December 19,
2000, we entered into a Stock Acquisition and Reorganization Agreement, pursuant
to which we acquired all the outstanding shares of common stock of Bisassist,
Inc., a Texas corporation ("Bisassist Texas"), from the shareholders thereof in
exchange for 9,980,000 shares of our common stock. On December 19, 2000, we
amended our Articles of Incorporation to change our name to BisAssist, Inc. As a
result of the acquisition, Bisassist Texas is our wholly owned subsidiary. We
currently manage the operations of Bisassist Texas and we anticipate Bisassist
Texas will be wound up and dissolved.

Bisassist Texas was originally incorporated in the state of Texas on October 21,
1996, as T.A.R. Financial Group, Inc. On November 17, 2000, T.A.R. Financial
Group, Inc. amended its Articles of Incorporation to change its name to
Bisassist, Inc.

Business. We are a business consulting firm which started offering a full range
of business consulting services in 1995. We provide small to medium size
businesses with business and market development services as well as financial
development services. Our operations currently include start-up advice such as
assistance with the process of incorporation, drafting and maintaining corporate
records, and ensuring compliance with state corporation requirements. In
addition, we also currently offer our clients research and analysis, achieved by
optimizing information sources, such as the internet and public records, on
various subjects or concerns a client may have, including, researching state and
local licensing, permit requirements, and local and national marketing studies.
We also currently write, review, and edit business plans, as well as, create
business development and growth strategies. All of our revenues have been
generated from the provision of these services.

Proposed Website. The domain, www.bisassist.com, was obtained by Tarja Mees, one
of our former directors, for our benefit. The domain name has been re-registered
in our name in the form of a gratuitous transfer from Ms. Mees. We anticipate
that our website will initially be developed as a corporate presence and used
for marketing our services. We anticipate that the website will be expanded to
provide advice and information to small to medium size businesses in a community
based format as well as offer users free information on current trends and
events.

We intend to develop our website to expand our services to provide assistance
with incorporation services and trademark research and applications, and to
provide information with respect to product development strategies, human
resource strategies, marketing strategies and risk management. In order to
provide incorporating services on our proposed website, we believe that we need
to assess the respective incorporation requirements of each secretary of state.
We are currently collecting information regarding each state's requirements for
incorporation. In order to provide trademark research, we intend to conduct
searches of the databases which are available on the Internet, such as the
database available on the United States Patent and Trademark Office. We also
intend to assist the client with the preparation of the application, although
the client is responsible for the accuracy and submission of their application.

We believe that the website could be developed to allow users to interact with
other small businesses to obtain advice and services from other entrepreneurs as
well as purchase small-business related products. Our objective is to complete
development of our website by June 2002.

Services. Our business consulting services include assisting small and medium
sized businesses develop business, marketing and financing plans including pro
forma financial statements. Those financial statements will be unaudited. Our
president, Calvin Mees, has a bachelor of science in business administration,
with a background in accounting. For accounting needs, we refer our clients to a
certified public accountant, which the client can choose to employ. We also
provide business and market development services as well as identifying funding
requirements and financial leverage opportunities. If a client desires debt or
equity financing, we assist the client with the analysis of the opportunity and
the effect of the opportunity on the clients' overall goals. We do not locate
investors or negotiate transactions with potential investors. We will also
evaluate management, staff and company organization and provide assistance in
implementing adjustments, if necessary. We also provide assistance in designing
appropriate management incentive programs including cash and stock bonuses,
stock purchase plans, and other incentives for achieving performance goals. At
this time, we have no up-front agreements with any outside consultants to
provide any of our services.



                                       2
<PAGE>



Target Markets and Marketing Strategy. We believe that our primary target market
will consist of small to medium size businesses. We anticipate that we will
market and promote our website on the Internet. Our marketing strategy is to
promote our services and products and attract users to our website. Our
marketing initiatives include the following:

       o     utilizing direct-response print advertisements placed primarily in
             small business, entrepreneurial, and property management-oriented
             magazines and special interest magazines;
       o     links to industry focused websites;
       o     advertising by television, radio, banners, affiliated marketing and
             direct mail;
       o     presence at industry tradeshows; and
       o     entering into relationships with other website providers to
             increase access to Internet business consumers.

Growth Strategy. Our objective is to become a dominant Internet based provider
of business consulting services. Key elements of our strategy include:

       o     create awareness of our products and services;
       o     develop our website;
       o     develop relationships with clients;
       o     provide additional services for clients such as incorporation
             services and trademark research and applications.

Many of the factors affecting our ability to generate internal growth may be
beyond our control, and we cannot be certain that our strategies will be
successful or that we will be able to generate cash flow sufficient to fund our
operations and to support internal growth. Our inability to achieve internal
growth could materially and adversely affect our business, financial condition
and results of operations.

Competition. The business consulting services industry is highly fragmented and
competitive with limited barriers to entry. We believe that there are numerous
firms that compete with us in our market, including small or single-office
firms. Among those competitors, we rank near the bottom of the small or
single-office firms because our operations are relatively small. We believe that
our primary competitors include small or single-office firms. We also compete
with national and international consulting firms, and specialty consulting firms
and the consulting groups of international accounting firms such as KPMG LLP,
Ernst & Young LLP, Deloitte & Touche LLP, PricewaterhouseCoopers, LLP and
Accenture.

While we compete with traditional "brick and mortar" providers of business
consulting services, we will also compete with other Internet-based companies
and businesses that have developed and are in the process of developing websites
which will compete with the products developed and offered by us. We cannot
guaranty that other websites or services which are functionally equivalent or
similar to ours have not been developed or are not in development. Many of these
competitors have greater financial and other resources, and more experience in
research and development, than we have.

Employees. As of March 28, 2002, we have one employee.

Item 2.  Description of Property.
---------------------------------

Property Held by Us. As of the date specified in the following table, we held
the following property:

============================ ======================== ========================
             Property         December 31, 2001        December 31, 2000
---------------------------- ------------------------ ------------------------
Cash                                  $6,943                   $34
---------------------------- ------------------------ ------------------------
Property and Equipment, net           $32,583                 $44,239
============================ ======================== ========================



                                       3
<PAGE>


Property and equipment are recorded at cost and depreciated over the useful
lives of the assets. Our property and equipment consist of computer equipment
and furniture and equipment.

Our Facilities. Our executive, administrative and operating offices are located
at 1353 Middleton Dr., Suite 2000, Cedar Hill, Texas 75104. The facilities are
provided, at no charge, by Calvin Mees, our President and director. We do not
have a written lease or sublease agreement and Mr. Mees does not expect to be
paid or reimbursed for providing office facilities.

Item 3.  Legal Proceedings.
---------------------------

We are not aware of any pending litigation nor do we have any reason to believe
that any such litigation exists.

Item 4.  Submission of Matters to Vote of Security Holders
----------------------------------------------------------

Not applicable.

                                     PART II

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

Reports to Security Holders. We are a reporting company with the Securities and
Exchange Commission. The public may read and copy any materials filed with the
SEC at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington,
D.C. 20549. The public may also obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The address
of that site is http://www.sec.gov.

3,985,000 of our outstanding shares of our common stock, which are held by
non-affiliates who received their shares of our common stock in exchange for
their shares of common stock of Bisassist Texas, may currently be sold pursuant
to Rule 144 promulgated pursuant to the Securities Act of 1933. Rule 144
provides, among other things, that persons holding restricted securities for a
period of one year may each sell, assuming all of the conditions of Rule 144 are
satisfied, in brokerage transactions every three months an amount of restricted
securities equal to one percent of our outstanding shares of common stock, or
the average weekly reported volume of trading during the four calendar weeks
preceding the filing of a notice of proposed sale, which ever is more. Rule 144
also provides that, after holding such securities for a period of two years, a
nonaffiliate of the company may sell those securities without restriction, other
than the requirement that we are current with respect to our information
reporting requirements.

There are no outstanding options or warrants to purchase, or securities
convertible into, shares of our common stock. On October 11, 2001, we filed a
registration statement with the SEC to register 3,985,000 shares of our common
stock held, which are held by thirty-six shareholders. The approximate number of
holders of record of shares of our common stock is thirty-eight.

On December 18, 2000, our Board of Directors authorized a reverse stock split of
1200 to 1. As a result of such split, we had 5,000 shares of common stock issued
and outstanding prior to our acquisition of Bisassist Texas. Following that
acquisition, we had 9,985,000 shares issued and outstanding.

There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors.



                                       4
<PAGE>


Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

       o     a description of the nature and level of risk in the market for
             penny stocks in both public offerings and secondary trading;
       o     a description of the broker's or dealer's duties to the customer
             and of the rights and remedies available to the customer with
             respect to violation to such duties or other requirements of
             securities' laws;
       o     a brief, clear, narrative description of a dealer market, including
             "bid" and "ask" prices for penny stocks and the significance of the
             spread between the "bid" and "ask" price;
       o     a toll-free telephone number for inquiries on disciplinary actions;
       o     definitions of significant terms in the disclosure document or in
             the conduct of trading in penny stocks; and
       o     such other information and is in such form (including language,
             type, size and format), as the Securities and Exchange Commission
             shall require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

       o     the bid and offer quotations for the penny stock;
       o     the compensation of the broker-dealer and its salesperson in the
             transaction;
       o     the number of shares to which such bid and ask prices apply, or
             other comparable information relating to the depth and liquidity of
             the market for such stock; and
       o     monthly account statements showing the market value of each penny
             stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

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

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.



                                       5
<PAGE>


We incorporated in Nevada on July 6, 2000. On December 20, 2000, we acquired all
of the issued and outstanding shares of common stock of Bisassist, Inc. a Texas
corporation, or Bisassist Texas. Bisassist Texas was originally incorporated in
the state of Texas on October 21, 1996. Therefore, we have included the audited
financial statements of Bisassist Texas for the years ended December 31, 2000
and 1999.

For the year ended December 31, 2001, compared to the year ended December 31,
2000.
-----------------------------------------------------------------------------

Liquidity and Capital Resources. We had cash of approximately $6,943 as of
December 31, 2001. Our total assets were approximately $131,162 at December 31,
2001, of which approximately $98,579 is represented by a note receivable from
Tarja Mees, our former president. We lent the money to Ms. Mees for her personal
use. We entered into the promissory note receivable in the amount of $79,482
with Ms. Mees on June 21, 2000. The note matured on June 21, 2002, and carried
an interest rate of 10% due at maturity. In February 2002, Ms. Mees paid us
$92,953 which represented $79,482 plus $13,471 in accrued interest. Our total
liabilities were approximately $21,115 of which approximately $2,985 is
represented by a note payable to Calvin Mees, our president. The loan was used
to pay federal corporate income taxes which were due. The note matures on April
4, 2002 and carries an interest rate of 10% due at maturity. In October 2001, we
paid $37,000 to Calvin Mees. In November 2001, we paid $10,000 to Calvin Mees.
The remaining balance on the note is $2,985 plus accrued interest of $8,201.

As of January 22, 2002, we have cash of $30,257. We anticipate that our monthly
expenses will be approximately $1,500 to $2,000 per month for the 12 months
after the date of this prospectus. Based on our five years of business history,
we believe that we have adequate resources to pay our capital requirements, for
the next 12 months. Our current material commitments include professional fees,
auto expenses, supplies and general and administrative expenses. As we implement
our plan to develop our web site by June 2002, we expect our costs to increase
proportionally with the amount of new clients we service. If we do not generate
new clients, then we do not believe that our costs will increase. We also
anticipate an increase in our expenditures in 2003 due primarily to maintaining
and updating our website, research related costs, advertising, travel, and
consultant expenses. Those anticipated increases in expenditures during 2003 are
contingent on our ability to develop new clients. Therefore, we do not believe
that we can quantify the amount of those potential increases in expenses.

Our president, director and principal shareholder, Calvin Mees, has paid our
expenses since our inception. We anticipate that Mr. Mees will continue to pay
our expenses in the event that we do not generate revenues or obtain additional
working capital.

Results of Operations.

Revenue. For the year ended December 31, 2001, we had generated revenues of
approximately $317,505, compared to $230,505 for the year ended December 31,
2000. The decrease in revenues was due to an increase in the services that we
are providing. Our cost of revenues for the year ended December 31, 2001, was
approximately $93,713 compared to cost of revenues of approximately $76,413 for
the year ended December 31, 2000. The increase in the cost of revenues was the
result of an increase in the fees paid to outside consultants for the services
that they provided to our clients. We do not have any agreements with any of our
outside consultants. Our gross profit increased from $154,137 for the year ended
December 31, 2000, to $223,792 for the year ended December 31, 2001.

Operating Expenses. For the year ended December 31, 2001, our total expenses
were approximately $183,491, an increase from our total expenses of
approximately $154,137 for the year ended December 31, 2000. The increase in
expenses was the result of increased expenses for: professional fees, auto
expenses, supplies and general and administrative expenses. Those professional
fees include legal and accounting fees. Auto expenses include costs for
automobiles, maintenance and repairs. The auto expenses incurred were utilized
for business purposes. For the year ended December 31, 2001, we experienced net
income of approximately $37,259, which was an increase from our net income of
approximately $7,944 for the year ended December 31, 2000.

For the period ended December 31, 2000 compared to the year ended December 31,
1999.
------------------------------------------------------------------------------

Liquidity and Capital Resources. We had cash of approximately $34 as of December
31, 2000. Our total assets were approximately $131,596, of which a note
receivable represents approximately $87,323 from Tarja Mees, our former
president. We lent the money to Ms. Mees for her personal use. Our total
liabilities were approximately $51,315 of which approximately $49,985 is
represented by a note payable to Calvin Mees, our president. The loan was used
to pay federal corporate income taxes which were due.



                                       6
<PAGE>


Results of Operations.

Revenue. For the period ended December 31, 2000, we have generated revenues of
approximately $230,550, compared to $170,598 for the year ended December 31,
1999. The increase in revenues was due to an increase in the number of clients
that retained our services. We believe that our revenues will remain consistent
because we have historically generated new customers when old customers have
ceased using our services. Therefore, unless we expand our operations, we
believe that our revenues will continue at their current levels. Our cost of
revenues for the year ended December 31, 2000, was approximately $76,413
compared to cost of revenues of approximately $91,900 for the year ended
December 31, 1999. The decrease in the cost of revenues was the result of a
decrease in the fees paid to out side consultants for the services that they
provided to our clients. Our gross profit increased from $78,698 for the year
ended December 31, 1999 to $154,137 for the year ended December 31, 2000. We
believe that this increase in gross profit was primarily due to the fact that we
relied less on outside consultants to provide services to our clients.

Operating Expenses. For the year ended December 31, 2000, our total expenses
were approximately $145,211, a significant increase from our total expenses of
approximately $94,926 for the year ended December 31, 1999. The increase in
total expenses was due to the fact that we relied less on outside consultants to
provide services to our clients. As a result of our decision to provide more
services in-house rather than retaining outside consultants, the majority of
expenses increased. For the year ended December 31, 2000, we experienced net
income of approximately $8,926, which was a small increase from our net loss of
approximately $16,228 for the year ended December 31, 1999.

Our Plan of Operation for the Next Twelve Months. We are a business consulting
firm which offers a full range of business consulting services. We are currently
seeking to expand our operations and the geographic area of the markets that we
serve.

To effectuate our business plan during the next twelve months, we must maintain
our current customer base as well as expand our customer base. We may also
require the addition of consultants, so that we can consistently provide the
type of personal service that has been the basis of our appeal to our current
customers. We anticipate that we will use revenues generated to expand our
operations as well as the services that we provide. However, we may not be able
to expand our operations effectively. Our failure to market and promote our
consulting services will harm our business and future financial performance.

In the opinion of management, available funds will satisfy our working capital
requirements through the next twelve months. Our forecast for the period for
which our financial resources will be adequate to support our operations
involves risks and uncertainties and actual results that could fail as a result
of a number of factors. We anticipate that we may need to raise additional
capital to develop, promote and conduct our operations. Such additional capital
may be raised through public or private financing as well as borrowings and
other sources. We cannot guaranty that additional funding will be available on
favorable terms, if at all. If adequate funds are not available, we believe that
our officers and directors will contribute funds to pay for our expenses.
Therefore, we have not contemplated any plan of liquidation in the event that we
do not generate revenues.

We anticipate that we may need to raise additional capital to expand our
operations. Such additional capital may be raised through public or private
financing as well as borrowings and other sources. We cannot guaranty that
additional funding will be available on favorable terms, if at all. If adequate
funds are not available, then our ability to expand our operations may be
adversely affected.

We are not currently conducting any research and development activities, and do
not anticipate conducting such activities in the next twelve months. In the
event that we expand our customer base and serve additional geographic areas,
then we may need to hire additional employees and consultants. We do not
anticipate that we will purchase or sell any significant equipment in the next
six to twelve months unless we generate significant revenues.



                                       7
<PAGE>



Item 7.  Financial Statements


                                 BisAssist, Inc.

                                December 31, 2001
                                -----------------










                               Clyde Bailey, P.C.
                           Certified Public Accountant
                            10924 Vance Jackson #404
                            San Antonio, Texas 78230




                                       8
<PAGE>




CLYDE BAILEY P.C.
-------------------------------------------------------------------------------
                                                    Certified Public Accountant
                                                       10924 Vance Jackson #404
                                                       San Antonio, Texas 78230
                                                           (210) 699-1287(ofc.)
                                           (888) 699-1287  (210) 691-2911 (fax)
                                                                        Member:
                                                    American Institute of CPA's
                                                         Texas Society of CPA's

Board of Directors
BisAssist, Inc.



                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

I have audited the accompanying balance sheet of BisAssist, Inc. (Company) as of
December 31, 2001 and the related statement of operations, statement of
stockholders' equity, and the statement of cash flows for the years ended
December 31, 2001 and 2000. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I 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.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2001
and the results of its operations and its cash flows for the years ended
December 31, 2001 and 2000 in conformity with generally accepted accounting
principles



                                Clyde Bailey P.C.
San Antonio, Texas
March 5, 2002




                                       9
<PAGE>





                                 BisAssist, Inc.
                                  Balance Sheet
                             As of December 31, 2001

<TABLE>
<CAPTION>
         <S>                                                       <C>                    <C>
                                   A S S E T S
                                  -------------
Current Assets
     Cash                                                     $         6,943
     Accrued Interest Receivable                                       12,154
     Note Receivable - Related Party                                   79,482
                                                              ----------------
          Total Current Assets                                                    $        98,579

Fixed Assets
     Property and Equipment                                            73,879
     Less: Accumulated Depreciation                                   (41,296)
                                                              ----------------
          Total Fixed Assets                                                               32,583
                                                                                  ----------------
          Total Assets                                                                    131,162
                                                                                  ================

                              L I A B I L I T I E S
                              ---------------------
Current Liabilities
     Accrued Expenses                                                   3,699
     Accrued Interest                                                   8,201
     Income Tax Payable                                                 6,230
                                                              ----------------
          Total Current Liabilities                                                        18,130

Long-Term Liabilities
     Note Payable - Related Party                                                           2,985
                                                                                  ----------------
          Total Liabilities                                                                21,115

     Commitments and Contingencies                                                              -

                      S T O C K H O L D E R S ' E Q U I T Y
                     --------------------------------------

Preferred Stock
  10,000,000 authorized shares, par value $.001
  no shares issued and outstanding
Common Stock                                                            9,985
  50,000,000 authorized shares, par value $.001
  9,985,000 shares issued and outstanding
Additional Paid-in-Capital                                                  -
Accumulated Surplus                                                   100,062
                                                              ----------------    ----------------
          Total Stockholders' Equity (Deficit)                                            110,047
                                                                                  ----------------
          Total Liabilities and Stockholders' Equity                              $       131,162
                                                                                  ================
</TABLE>



                The accompanying notes are integral part of the
                        Consolidated Financial Statements

                                       10
<PAGE>







                                 BisAssist, Inc.
                             Statement of Operations
<TABLE>
<CAPTION>
                                                                    For the Years Ended
                                                                         December 31
                                                           -------------------------------------
Revenues:                                                        2001                 2000
---------                                                  ----------------    -----------------
       <S>                                                         <C>                <C>
      Revenues                                             $       317,505              230,550
                                                           ----------------    -----------------
           Total Revenues                                          317,505              230,550

Cost of Revenues
----------------

      Consulting Expenses                                           93,713               76,413
                                                           ----------------    -----------------
           Gross Profit                                            223,792              154,137

Expenses:
---------
      Auto Expenses                                                 11,016                7,785
      Depreciation Expense                                          18,008               13,505
      Telephone                                                     14,376               15,885
      Professional Fees                                             37,981                1,830
      Filing Fees                                                   10,667               11,473
      Travel                                                        10,005               27,907
      Supplies                                                      32,193               10,071
      Other Expenses                                                49,245               56,755
                                                           ----------------    -----------------
                                                                         -                    -
           Total Expenses                                          183,491              145,211

           Net Income (Loss) from Operations               $        40,301     $          8,926

Other Income:
-------------
      Interest Income                                                7,950                4,204
      Interest Expense                                              (4,417)              (3,784)
                                                           ----------------    -----------------
           Total Other Income                                        3,533                  420

           Net Income (Loss) Before Tax                             43,834                9,346

Provision for Income Taxes:
---------------------------
      Income Tax Benefit (Expense)                                  (6,575)              (1,402)
                                                           ----------------    -----------------
           Net Income (Loss)                               $        37,259     $          7,944
                                                           ================    =================
Basic and Diluted Earnings Per Common Share                          0.004                0.001
                                                           ----------------    -----------------
Weighted Average number of Common Shares                         9,985,000            9,985,000
    used in per share calculations  *                      ================    =================
</TABLE>
      * - Retroactively Restated





                The accompanying notes are integral part of the
                        Consolidated Financial Statements

                                       11
<PAGE>







                                 BisAssist, Inc.
                        Statement of Stockholders' Equity
                             As of December 31, 2001


<TABLE>
<CAPTION>
                                                                $0.001          Paid-In         Accumulated   Stockholders'
                                                Shares         Par Value        Capital          Surplus         Equity
                                             --------------  --------------  --------------   --------------  --------------
         <S>                                      <C>             <C>             <C>                <C>            <C>
Balance, July 10, 2000                                   -   $           -   $            -   $           -   $            -
7/10/2000

Issuance of Shares for Services                  6,000,000           6,000                                -            6,000
12/18/2000

 Reverse Stock Split 1200/1                     (5,995,000)         (5,995)                                           (5,995)

 Effect of Recapitalization of Subsidiary
 December 19, 2000                               9,980,000           9,980                -          54,859           64,839

Net Income  (Loss)                                                                                    7,944            7,944
                                             --------------  --------------  --------------   --------------  --------------
Balance December 31, 2000                        9,985,000   $       9,985   $            -   $      62,803   $       72,788

Net Income  (Loss)                                                                                   37,259           37,259

Balance December 31, 2001                        9,985,000   $       9,985   $            -   $     100,062   $      145,571
                                             ==============  ==============  ==============   ==============  ==============
</TABLE>

     Retroactively Restated





                The accompanying notes are integral part of the
                        Consolidated Financial Statements

                                       12
<PAGE>





                                 BisAssist, Inc.
                             Statement of Cashflows
                             As of December 31, 2001

<TABLE>
<CAPTION>
                                                                              For the Years Ended
                                                                                  December 31
                                                                    ---------------------------------------
Cash Flows from Operating Activities:                                      2001                   2000
--------------------------------------                              ----------------      -----------------
               <S>                                                          <C>                   <C>
     Net Income (Loss)                                              $        37,259       $          7,944

     Adjustments to reconcile net loss to net cash
     provided (used) to operating activities:
             Depreciation /Amortization                                      18,008                 13,505
             Accrued Interest Receivable                                     (7,950)                (4,204)
             Note Receivable                                                      -                (79,482)
             Accrued Interest Payable                                         8,201                  3,784
             Income Tax Payable                                               4,746                  1,402
                                                                    ----------------      -----------------
             Total Adjustments                                               23,005                (64,995)
                                                                    ----------------      -----------------

Net Cash Used in Operating Activities                                        60,264                (57,051)

Cash Flows from Investing Activities:
-------------------------------------

     Fixed Assets                                                            (6,355)               (18,622)
                                                                    ----------------      -----------------
Net Cash Used in Investing Activities                                        (6,355)               (18,622)
                                                                    ----------------      -----------------
Cash Flows from Financing Activities:
-------------------------------------
     Note Payable                                                           (47,000)                49,985
     Paid in Capital                                                              -                 23,498
                                                                    ----------------      -----------------
Net Cash Provided for Financing Activities                                  (47,000)                73,483
                                                                    ----------------      -----------------
Net Increase (Decrease) in Cash                                               6,909                 (2,190)

Cash Balance,  Beginning of Period                                              34                   2,966
                                                                    ----------------      -----------------
Cash Balance,  End of Period                                        $         6,943       $          2,224
                                                                    ================      =================
Supplemental Disclosures:
     Cash Paid for interest                                         $             -       $               -
     Cash Paid for income taxes                                     $             -       $               -
</TABLE>





                The accompanying notes are integral part of the
                        Consolidated Financial Statements

                                       13
<PAGE>





                                 BisAssist, Inc.
                               (formerly MYG Corp)
                          Notes to Financial Statements

Note 1  -  Summary of Significant Accounting Policies
-----------------------------------------------------

Organization
------------
BisAssist Inc. ("the Company") was incorporated under the laws of the State of
Texas on October 21, 1996 for the purpose to promote and carry on any lawful
business for which a corporation may be incorporated under the laws of the State
of Texas. The company has a total of 50,000,000 authorized common shares and
10,000,000 preferred shares with a par value of $.001 per share and with
9,980,000 shares issued and outstanding as of November 30, 2000. On November 17,
2000, an amendment to the Articles of Incorporation was filed with the Texas
Secretary of State to change the name of the Company from T.A.R. Financial Group
Inc. to BisAssist Inc. On December 18, 2000, the Company approved a 1200/1
reverse split bring the total outstanding shares to 5,000 common shares
outstanding. On December 20, 2000, the Company entered into a "Stock Acquisition
and Reorganization Agreement " with BizAssist, Inc. (a Nevada Corporation,
formerly MYG Corp) by issuing 9,980,000 shares of its common stock for all of
the outstanding shares of BisAssist TX which made it a wholly owned subsidiary.
These financial statements reflect these changes.

Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiary, BisAssist, Inc., a Texas Corporation "BisAssist
TX". All significant intercompany transactions have been eliminated in
consolidation.

Federal Income Tax
------------------
The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.

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 and disclosure on
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.




                                       14
<PAGE>




                                 BisAssist, Inc.
                          Notes to Financial Statements

Note 1  -  Summary of Significant Accounting Policies (con't)
--------------------------------------------------------------
Accounting Method
-----------------

The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when consulting engagements have been earned
and completed and expenses when incurred on the related consulting engagements.
Fixed assets are stated at cost. Since the consulting engagements are usually
less than one year, the Company recognizes its revenues when the engagements are
completed. The Company uses the completed contract method rather than the
percentage of completion method of accounting for revenue because the difference
is immaterial both on an annual and quarterly basis. This method is used because
the typical contract is completed in six months or less and does not contain a
refund provision in the contract. An engagement is considered complete when all
costs except significant items have been incurred. Revenues from time contracts
are recognized currently as the work is performed. Losses on contract are
recognized by expenses the actual expenses on the completed job. The Company's
jobs are consulting jobs and any recognition of losses are recognized in
accordance with SFAS 5 which requires that losses are recognized when the loss
is probable and can be reasonably estimated. Depreciation and amortization using
the straight-line method for financial reporting purposes and accelerated
methods for income tax purposes.

During 2000, the Company adopted the U.S. Securities and Exchange Commission's
("SEC") Staff Accounting Bulletin 101, "Revenue Recognition" ("SAB 101"), which
provides guidance on the recognition, presentation, and disclosure of revenue in
financial statements filed with the SEC. The adoption of SAB 101 did not have a
material effect on the Company's business, financial condition, results of
operations or cash flows. The Company believes that SAB 101 has been followed in
the recognition of revenues.

Fixed Assets
------------
Fixed Assets are recorded at cost and depreciated over the useful lives of the
assets. The assets consist of computer equipment and furniture and equipment.
The assets consisting of furniture and computer equipment is being depreciated
over a 5 year useful life.

Earnings per Common Share
-------------------------
The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which  simplifies the  computation  of earnings per share  requiring the
restatement of all prior periods.

Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.

Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation.

Comprehensive Income
--------------------
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any assets requiring disclosure
of comprehensive income.




                                       15
<PAGE>




                                 BisAssist, Inc.
                          Notes to Financial Statements

Note 1  -  Summary of Significant Accounting Policies (con't)
-------------------------------------------------------------

Impairment of Long-Lived Assets
-------------------------------
The Company follows SFAS No. 121, "Accounting for Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of". The Statement requires that
long-lived assets, liabilities and certain identifiable intangibles to be held
and used by an entity be reviewed for impairment whenever events of changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.

Long-lived assets consist primarily of property and equipment and note
receivable, and other assets. The recoverability of long-lived assets is
evaluated at the operating unit level by an analysis of operating results and
consideration of other significant events or changes in the business
environment. If an operating unit has indications of impairment, such as current
operating losses, the Company will evaluate whether impairment exists on the
basis of undiscounted expected future cash flows from operations before interest
for the remaining amortization period. If impairment exists, the carrying amount
of the long-lived assets is reduced to its estimated fair value, less any costs
associated with the final settlement. As of December 31, 2001, there was no
impairment of the Company's long-lived assets.

Recent Accounting Pronouncements
--------------------------------
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Investments
and Hedging Activities" ("SFAS No 133") which establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at its fair value.
The statement also requires that changes in the derivative's fair value be
recognized in earnings unless specific hedge accounting criteria are met. SFAS
No. 133, as extended by SFAS No. 137 and amended by SFAS No. 138, is effective
for all fiscal quarters beginning after June 15, 2000. The Company does not
expect adoption of SFAS No. 133 to have an effect on its financial statements.

In December 1999, the Securities and Exchange Commission issues Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB 101, which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements of all public registrants. The provisions of SAB 101 are
effective for transactions beginning in fiscal year after September 30, 2000.
The Company does not expect adoption of SAB 101 to have an effect on its
financial statements.

Note 2 - Recapitalization
-------------------------

On December 20, 2000, the Company entered into a reorganization agreement with
BixAssist TX. At the time of the reorganization the Company was an inactive
entity with no significant assets or liabilities. On December 20, 2000, the
Company acquired all of the outstanding stock of the subsidiary by issuing
9,980,000 shares of its common stock for all of the outstanding shares of
BixAssist TX which made it a wholly owned subsidiary. The acquisition was
accounted for as a recapitalization of the subsidiary as the shareholders of the
subsidiary controlled the combined Company after the acquisition. These
financial statements includes the accounts of BisAssist TX for the years ended
December 31, 2001 and 2000.




                                       16
<PAGE>




                                 BisAssist, Inc.
                          Notes to Financial Statements


Note 3  -  Common Stock
------------------------

On July 10, 2000 the Company issued 6,000,000 shares of stock valued at $6,000
for founder services to the Company.

On December 18, 2000, the Company approved a 1200/1 reverse split bring the
total outstanding shares to 5,000 common shares outstanding.

The Company entered into a Stock Acquisition and Reorganization Agreement with
an effective date of December 19, 2000 with BixAssist TX to exchange 9,980,000
shares of its common stock for a like number of shares of BizAssist Tx making
BizAssist TX a wholly owned subsidiary of the Company.

Note 4  -  Note Payable - Related Party
---------------------------------------

The Company entered into a promissory note payable with Calvin Mees, on April 4,
2000 in the amount of $49,985. The note matures on April 4, 2002 and carries an
interest rate of 10% due at maturity. Interest has been accrued as of December
31, 2001. Additional advances was made in 2001 bring the total on the note
payable to $52,985. A total of $50,000 was paid in 2000 with a balance of $2,985
remaining on the note payable and $8,201 in accrued interest.

Note 5  -  Note Receivable  - Related Party
-------------------------------------------

The Company entered into a promissory note receivable with Tarja Mees (Morado)
on June 21, 2000 in the amount of $ 79,482. The note matures on June 21,2002 and
carries an interest rate of 10% due at maturity. Interest has been accrued as of
December 31, 2001. The Company has evaluated the estimated future undiscounted
cash flows and the asset's carrying value and does believe that any impairment
has occurred. The Company believes that the note will be collected in full on or
before the maturity date. Tarja Mees (Morado)'s net worth is $ 86,868 and her
assets are not readily marketable.

Note 6 - Related Parties
------------------------

There is a Note Payable due to Calvin Mees, President, Director and Shareholder
as explained in the foregoing Note 3.

There is a Note Receivable due from Tarja Mees (Morado), Director and
Shareholder as explained in the foregoing Note 3.

Note 7 - Income Taxes
---------------------

Deferred income taxes arise from temporary differences resulting from the
Company's subsidiary utilizing the cash basis of accounting for tax purposes and
the accrual basis for financial reporting purposes. Deferred taxes are
classified as current or non-current, depending on the classification of the
assets and liabilities to which they relate. Deferred taxes arising from timing
differences that are not related to an asset or liability are classified as
current or non-current depending on the periods in which the timing differences
are expected to reverse. The Company's previous principal temporary differences
relate to revenue and expenses accrued for financial purposes, which are not
taxable for financial reporting purposes. The Company's material temporary
differences consist of bad debt expense recorded in the financial statements
that is not deductible for tax purposes and differences in the depreciation
expense calculated for financial statement purposes and tax purposes.

Note 8  -  Subsequent Events
----------------------------

In February 2002, the officer (Tarja Morado-Mees) paid the notes receivable in
full. A payment of $92,953 was received which represented $79,482 plus $13.471
in accrued interest.

There were no other material subsequent events that have occurred since the
balance sheet date that warrants disclosure in these financial statements.



                                       17
<PAGE>



Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B,
except for the following:

On or about March 15, 2001, our auditor, Merdinger, Fruchter, Rosen & Corso,
P.C., ("MFRC") was dismissed. MFRC's report on our financial statements did not
contain an adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles. The decision
to change accountants was recommended and approved by our entire Board of
Directors. There were no disagreements with our former accountant on any matter.
A correspondence from MFRC dated March 15, 2001, specifying that our disclosures
regarding the change in accountants are true and correct is attached as an
exhibit to our report on Form 8-K, which was previously filed with the
Securities and Exchange Commission.

On or about March 15, 2001, a new accountant, Clyde Bailey, P.C., was engaged as
the principal accountant to audit our financial statements.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.
----------------------------------------------------------------------

Executive Officers and Directors. We are dependent on the efforts and abilities
of certain of our senior management. The interruption of the services of key
management could have a material adverse effect on our operations, profits and
future development, if suitable replacements are not promptly obtained. We
anticipate that we will enter into employment agreements with each of our key
executives; however, no assurance can be given that each executive will remain
with us during or after the term of his or her employment agreement. In
addition, our success depends, in part, upon our ability to attract and retain
other talented personnel. Although we believe that our relations with our
personnel are good and that we will continue to be successful in attracting and
retaining qualified personnel, there can be no assurance that we will be able to
continue to do so. Our officers and directors will hold office until their
resignation or removal.

Our directors and principal executive officers are as specified on the following
table:


==================================== ======= ==================================
Name                                  Age    Position
------------------------------------ ------- ----------------------------------
Calvin K. Mees                         41    President and Director
==================================== ======= ==================================

Calvin K. Mees. Mr. Mees is our President and our directors. Mr. Mees was one of
the original founders of Bisassist Texas and has been self-employed as a
free-lance business consultant since 1996. He currently manages all of the
day-to-day operations. Mr. Mees was an account executive with Lew Lieberbaum &
Co. from 1994 to 1996 and held a Series 7 license until March 1996. Mr. Mees is
currently also a director of B Y & C Management, Inc., a Florida corporation.

Our directors serve until the next annual meeting of stockholders. Our executive
officers are appointed by our Board of Directors and serve at the discretion of
the Board of Directors.

Romie Krickbaum recently resigned as our secretary and one of our directors.
Tarja Mees also recently resigned one of our directors. Ms. Mees is the spouse
of Mr. Mees. Ms. Krickbaum is the mother of Ms. Mees. The resignations of both
Ms. Krickbaum and Ms. Mees were not the result of any disagreement with us on
any matter relating to our operations, policies or practices. We hope to find
suitable replacements for Ms. Krickbaum and Ms. Mees, although we cannot
guaranty that we will be able to find suitable replacement personnel. As a
result of the resignation of Ms. Krickbaum, Mr. Mees has assumed her
responsibilities.


                                       18
<PAGE>


There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining any of our officers or directors from engaging in or continuing any
conduct, practice or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security, or any aspect of the securities business or of theft or of any felony,
nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.

Section 16(a) Beneficial Ownership Reporting Compliance. We do not know whether
all of our officers, directors, and principal shareholders have filed all
reports required to be filed by those persons on, respectively, a Form 3
(Initial Statement of Beneficial Ownership of Securities), a Form 4 (Statement
of Changes of Beneficial Ownership of Securities), or a Form 5 (Annual Statement
of Beneficial Ownership of Securities).

Item 10.  Executive Compensation
---------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Summary Compensation Table. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our Chief
Executive Officer and our other executive officers whose total annual salary and
bonus are anticipated to exceed $50,000 during the year ending December 31,
2001. Our Board of Directors may adopt an incentive stock option plan for our
executive officers which would result in additional compensation.
<TABLE>
<CAPTION>
=========================================== ======== ============ ============= ===================== =====================
<S>                                           <C>        <C>           <C>               <C>                   <C>
Name and Principal Position                  Year      Annual      Bonus ($)        Other Annual           All Other
                                                     Salary ($)                   Compensation ($)        Compensation
------------------------------------------- -------- ------------ ------------- --------------------- ---------------------
Calvin K. Mees - President                  2001       $40,200        None              None                  None
------------------------------------------- -------- ------------ ------------- --------------------- ---------------------
Romie Krickbaum - Former Secretary          2001         $0           None              None                  None
=========================================== ======== ============ ============= ===================== =====================
</TABLE>

Compensation of Directors. Our directors who are also our employees receive no
extra compensation for their service on our Board of Directors.

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

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 28, 2002 by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.
<TABLE>
<CAPTION>
Title of Class              Name and Address of              Amount and Nature of Beneficial              Percent of Class
                            Beneficial Owner                 Owner
------------------------    ----------------------------     ------------------------------------    --------------------------
<S>                              <C>                                    <C>                                    <C>
$.001 Par Value Common      Calvin Mees                      4,500,000 shares(1)                             45.07%(1)
Stock                       1353 Middleton Drive             President and Director
                            Cedar Hill, TX  75104

$.001 Par Value Common      Romie Krickbaum                  1,500,000 shares                                 15.02%
Stock                       708 Hillcrest Court
                            Cedar Hill, TX  75104

$.001 Par Value Common      Tarja Mees                       4,500,000 shares(1)                              45.07%
Stock                       1353 Middleton Drive
                            Cedar Hill, TX  75104

$.001 Par Value Common                                       All directors and named executive                45.07%
Stock                                                        officers as a group
</TABLE>
(1) Tarja Mees, who owns 3,000,000 shares, is the spouse of Calvin Mees, who
owns 1,500,000 shares. Therefore, each beneficially owns 4,500,000 shares of
common stock.


                                       19
<PAGE>


Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to
securities. In accordance with Commission rules, shares of our common stock
which may be acquired upon exercise of stock options or warrants which are
currently exercisable or which become exercisable within 60 days of the date of
the table are deemed beneficially owned by the optionees. Subject to community
property laws, where applicable, the persons or entities named in the table
above have sole voting and investment power with respect to all shares of our
common stock indicated as beneficially owned by them.

Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

Item 12.  Certain Relationships and Related Transactions.
---------------------------------------------------------

Tarja Mees, one of our former directors and a principal shareholder, is the
spouse of Calvin Mees, our president and one of our directors. Ms. Krickbaum,
our former secretary and one of our former directors and a principal
shareholder, is the mother of Ms. Mees.

Transactions with Promoters. Bruce Younker was issued 5,000 shares of our common
stock in exchange for his services as our promoter. The value of the services
performed by Mr. Younker was approximately $5,000. As a result of a reverse
stock split of 1200 to 1 that occurred on December 18, 2000, those 6,000,000
shares were reduced to 5,000 shares.

Related Party Transactions. Tarja Mees, one of our former directors and a
principal shareholder, is the spouse of Calvin Mees, our president and one of
our directors. Ms. Krickbaum, our former secretary and one of our former
directors and a principal shareholder, is the mother of Ms. Mees.

Bisassist Texas entered into a promissory note payable with Calvin Mees, our
president and one of our directors, on April 4, 2000 in the amount of $49,985.
The note matures on April 4, 2002 and carries an interest rate of 10% due at
maturity. Interest has been accrued as of December 31, 2000. In October 2001, we
paid $37,000 to Calvin Mees. In November 2001, we paid $10,000 to Calvin Mees.
The remaining balance on the note is $2,985 plus accrued interest of $8,201.

Bisassist Texas entered into a promissory note receivable with Tarja Mees, one
of our former directors, on June 21, 2000 in the amount of $79,482. The note
matures on June 21, 2002 and carries an interest rate of 10% due at maturity.
Interest has been accrued as of December 31, 2000. In February 2002, Ms. Mees
paid us $92,953 which represented $79,482 plus $13,471 in accrued interest.

Calvin K. Mees, our president and one of our directors, currently provides
office space to us at no charge. We do not have a written lease or sublease
agreement and Mr. Mees does not expect to be paid or reimbursed for providing
office facilities.



                                       20
<PAGE>


With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

       o     disclose such transactions in prospectuses where required;
       o     disclose in any and all filings with the Securities and Exchange
             Commission, where required;
       o     obtain disinterested directors consent; and
       o     obtain shareholder consent where required.

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

(a) Exhibit No.
---------------

3.1                        Articles of Incorporation*
                           (Charter Document)

3.2                        Bylaws*


* Included in Registration Statement on Form 10-SB filed on September 1, 2000.

(b) Reports on Form 8-K
-----------------------

1.        Report on Form 8-K dated February 21, 2002, reporting resignation of
          Romie Krickbaum, our Vice-President, Secretary, and one of our
          directors, and resignation of Tarja Mees, one of our directors.

2.        Report on Form 8-K dated April 15, 2001, reporting change of
          accountant.




                                       21
<PAGE>



                                   SIGNATURES

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

                 BisAssist, Inc.,
                 a Nevada corporation

                 By:     /s/ Calvin K. Mees                     March 28, 2002
                         --------------------------------
                         Calvin K. Mees
                 Its:    President and Director



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

/s/ Calvin K. Mees                          March 28, 2002
------------------------------------
Calvin K. Mees
President, Director