FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                      ANNUAL REPORT PURSUANT TO SECTION 13
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number: 0-27131

                           For the year ended 12/31/00

                                DP CHARTERS, INC.


Nevada                                                                88-0381258
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)


34700  Pacific  Coast  Highway  #303,  Capistrano  Beach  CA               92624
(Address  of  principal  executive  offices)                         (Zip  Code)


Registrant's  telephone  number,  including  area  code:         (949)  248-9561

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

The  following  Securities are to be registered pursuant to Section 12(g) of the
Act:

                     Class-A  Common  Voting  Equity  Stock
                   38,330,000  Shares  Issued  and  Outstanding


Yes[x]   No[]  (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.)

[]  (Indicate  by  check  mark  whether  if  disclosure  of  delinquent filers (
229.405)  is not and will not to the best of Registrant's knowledge be contained
herein,  in  definitive  proxy  or information statements incorporated herein by
reference  or  any  amendment  hereto.)

As  of  12/31/00

     the  aggregate  number  of  shares held by non-affiliates was approximately
38,280,000  shares.

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
38,330,000

                        Exhibit Index is found on page 17

                                        1


Item  1.  Description  of  Business                                            3

Item  2.  Description  of  Property                                            6

Item  3.  Legal  Proceedings                                                   7

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          7

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters               7
      (a)  Market  Information                                                 7
      (b)  Holders                                                             7
      (c)  Dividends                                                           7
      (d)  Sales  of  Unregistered  Common  Stock  2000                        8

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation        8
      (a)  Plan  of  Operation                                                 8
      (b)  Discussion  and  Analysis  of  Financial  Condition                 9
      (c)  Operations  and  Results  for  the  past  three fiscal years       10
      (d)  Future  Prospects                                                  11

Item  7.  Financial  Statements                                               11

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          12

Item  9.  Directors and Executive Officers, Promoters and Control Persons;
          Compliance  with  Section  16(a)  of  the  Exchange  Act            13

Item  10.  Executive  Compensation                                            14

Item  11.  Security Ownership of Certain Beneficial Owners and Management     15
      (a)  Security  Ownership  of  Management                                15
      (b)  Security  Ownership  of  Certain  Beneficial  Owners               15

Item  12.  Certain  Relationships  and  Related  Transactions                 16

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   17
      (a)  Financial  Statements                                              17
      (b)  Form  8-K  Reports                                                 17
      (c)  Exhibits                                                           17

                                        2


                                  INTRODUCTION

     In  December of 2000, we effected a five for one (5:1) forward-split of our
outstanding  common  shares,  thus  increasing its outstanding capitalization to
38,330,000  shares  of  common stock upon effectiveness of the forward split. We
accepted  cancellation  of  99,950,000 affiliate shares, with the result that we
had  38,330,000  shares  issued  and  outstanding  as  of  December  31,  2000.
Accordingly,  post-split  numbers  will  be  used  throughout  this  report.

                                cancelled/return            12/31/2000
 pre-split      post-split      to  treasury          Issued  &  Outstanding
 27,656,000      138,280,000      99,950,000               38,330,000


     We  have,  recently on March 5, 2001, authorized a further forward split, 2
for one; however that second split is not effective at this year end, and is not
reflected  in  the  numbers  reported  and  used  throughout  this  report.

                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.

 (A)  BUSINESS  DEVELOPMENT.

      (1)  FORM AND YEAR OF ORGANIZATION. We were duly incorporated in Nevada on
December  18,  1997,  as  DP  Charters, Inc., with the intention of initiating a
charter  yacht service from the Dana Point Harbor, Orange County, California. We
later expanded our business plan to include the organization of scuba dive tours
at  various  world  locations.  Our  formal  initial  funding  by  founders  was
memorialized about January of 1998. Specifically, 100,000,000 shares were issued
at  par  value  to  the  Principal  Shareholder, pursuant to Section 4(2) of the
Securities  Act  of 1933. 32,000,000 shares (with warrants) were placed among 19
accredited  investors,  pursuant  to  Regulation D, Rule 504, promulgated by the
Commission  pursuant  to Section 3(b) of the 1933 Act. All warrants have expired
or  been cancelled and are no longer of any further force or effect. Thereafter,
in  January  and  April  1999, 30,000 shares and 6,250,000 shares, respectively,
were  placed  pursuant  to  Rule 504, in each case to a single sophisticated and
knowledgeable  investor.  Each  of  the  foregoing  issuances  were  made, where
applicable,  to  specific exemptions from registration pursuant to State Law. On
December  13,  2000,  our  affiliates  surrendered  99,950,000  shares  for
cancellation.

      (2)  NO  ACQUISITION  OF TRILUCENT TECHNOLOGIES, INC. On or about December
6,  2000,  we  announced  an  intention  to acquire TriLucent Technologies, Inc.
("TTI"),  a  private Nevada corporation formed on February 10, 2000. On or about
November  29, 2000 DPCI and TTI had arrived at a plan of reorganization by which
DPCI  would  acquire TTI as a wholly-owned subsidiary. As required by section 14
of  the Securities Exchange Act of 1934, an Information Statement was filed with
the Commission, on or about that date. The transaction was not expected to close
before  the  end of our current fiscal year. In sum and substance, by this Plan,
DPCI  would  acquire  10,200  shares  of TTI stock, being 100% of its issued and
outstanding  stock,  in  exchange  for  ownership  of 50% of the resulting total
issued  and  outstanding  shares,  immediately following closing. No acquisition
shares  were  issued.  That  intended  acquisition  will  not  proceed,  due  in
substantial  part to the rapid deterioration of market conditions. TriLucent has
indicated  that  it  exercises  its  right  of  Termination  of  the  intended
transaction,  explaining that under current market conditions, it cannot achieve
its  objectives  to attract investment capital, as anticipated. This acquisition

                                        3


had  been  contingent  on  numerous  unsatisfied  conditions which do not appear
capable  of  being  met in a timely matter, as contemplated in the agreements of
the  parties.

      (3)  RECENT  ACQUISITION  OF  LICENSE  AGREEMENT. While we did not acquire
TriLucent  Technologies,  Inc.,  we  have,  as  a recent matter, pursued another
transaction,  to acquire TriLucent's marketing rights in Canada and China. On or
about  March  5,  2001,  we  authorized  the  following:

     1.  Effect  a  further  2  for  1  forward  split of the common stock of DP
Charters,  Inc.  (by  which  our  38,330,000  shares  would  become 76,660,000).

     2.  Create a new Nevada corporation, DP Exploration Corp., to become and be
a  wholly-owned  subsidiary of DP Charters, Inc., appointing Peter Zouvas, Jerry
Witte  and  David  Stevenson  to  be  its  initial  directors.

     3. Approve that License Agreement of this date between DP Exploration Corp.
and  TriLucent  Technologies,  Inc.  (Please  see  Exhibit  10.1.)

     4.  Authorize the issuance of 5,000,000 post-split shares of new investment
common  stock  to  TriLucent Technologies, Inc. as initial consideration for the
purchase  of  that  License  Agreement.

     5.  Appoint  Peter  Zouvas,  Jerry  Witte and David Stevenson as additional
Directors  of  DP  Charters,  Inc.,  upon  closing  of  these  transactions.

     As stated, the forward split authorized on March 5, 2001, was not in effect
on  close of our fiscal year and is not reflected in the numbers used throughout
this  Report.

     In  substance,  these  recent  events  mean we have created a subsidiary to
acquire the Licensing rights to the technology of TriLucent, in exchange for our
common  stock.  76,660,000  plus  5,000,000  would  total 81,660,000, such that,
immediately  after  this  acquisition might close, TriLucent would own 6% of the
common stock that would be issued and outstanding as a result. This was an arm's
length  transaction.  Peter  Zouvas,  Jerry  Witte  and David Stevenson were not
affiliates  of  our  corporation  immediately  preceding the transactions. As of
March  15,  2001,  this  transaction  has  been  completed.

     The  license  shall  cover  a  period  of  ten years and will grant us (our
subsidiary)  the  exclusive  rights  to  use  the  technology  for  oil  and gas
exploration  within  the  National  boundaries of Canada and China. Further, the
licensor  will be entitled to an overriding royalty of 3% (three percent) of all
gross  revenue  derived  from the production of oil and gas discovered utilizing
the  Licensor's  technology.

 (B)  OUR  BUSINESS.  Headquartered  in Capistrano Beach, CA, DP Charters, Inc.,
known  as  DPCI,  is  a  publicly  listed company traded on the over-the-counter
bulletin  board  market (OTCBB:DPCH). Our current business is to provide charter
yacht  services  from  Dana  Point Harbor in California and to provide worldwide
SCUBA diving tours. We have experienced difficulty in funding the renewal of our
original  and  current  business plan, and are dependent upon the acquisition of
profitable  assets  to  make  our  parent  company more attractive to investors.

     We  had  ambitious plans, at that time, to network through travel agencies,
upon observing that none of the notable competitors were so networked. Our plans
included  the  development  of  networking with firms marketing tour packages or
tour  clubs  and firms which could utilize our charter services as a value-added
supplement to their Southern California operations. Emphasis was to be placed on
identifying  easy access to Dana Point Harbor, twenty minutes from Orange County
Airport,  one  hour  from  San  Diego  Airport or from Los Angeles International
Airport.  Arrangements  with Dana Point were investigated and the feasibility of
our use determined. Management further planned to make our services known to the
American  Association  of  Retired  Persons,  which organization accounts nearly
500,000  members  touring  Southern California during the off-season. Plans were
made to join the Dana Point Chamber of Commerce, which would provide a cost-free
listing  in  the  California  tourism  magazine  and information data-base, with
circulation  of  just  under  one  million  copies in six counties and automatic

                                        4


posting  with  all  major  hotels throughout the State of California. Plans were
made  for  an  Internet  web-page,  linked to that of the  Dana Point Chamber of
Commerce.  All  of these intentions, and the best laid plans of Management, were
dependant,  however,  upon  securing  boats  and/or participating boat owners or
providers,  so  that  the  services  could  be  offered.

     On  or  about  March  5,  1998  and continuing through September, tentative
arrangements  were reached to acquire boats from a provider in Norway, which had
acquired them in foreclosure of a lien, but had no profitable operation in which
to use them. The concept was to acquire the boats for stock, but the arrangement
called  for  our  common  stock  to  achieve acceptance for quotation on the OTC
Bulletin Board. During 1998, we paid a consulting fee to the Norwegian group for
a  joint  marketing, advertising and referral program to bring northern European
tourists to Southern California's sport fishing market. During 1998 arrangements
were  made  with  scuba  diving  tour  group  leaders in Florida and Mexico, for
possible  dive  tours  in the Florida Keys, the Great Barrier Reef of Australia,
the  Island  of  Cozumel  off  the Yucatan Peninsula of Mexico, and the seas off
Egypt.

     By  the end of June, 1998, our then current unaudited financial statements,
indicated  a  net  loss  from  operations  of  $155,544.00, $102,470.00 of which
represented  consulting  fees  directed to Norway. Our ability to launch was yet
dependent  upon  OTC  Bulletin  Board  acceptance, and comments between the NASD
Staff  and  NASD  submitting members were on-going. Delay due to NASD Commenting
period  for start-up companies was not deemed unusual by management, but shortly
before  the  review  of the last set of Comments, the NASD changed its rules for
acceptability for new applicant submitter to the effect that the class of common
stock  to  be quoted must have been registered under the Securities Exchange Act
of  1934 Act, or we must have made an offering under the Securities Act of 1933,
such  that  the  applicant  have  a Commission file number and actually file and
remain  current  in  filing our financial statements with the Commission, and be
accessible  to  the  public. Accordingly, the NASD responded to the final set of
Comments  by  qualifying  our common stock for quotation on the Pink Sheets, but
not  on  the  OTCBB. As a result of the poor timing of events, from our point of
view,  we  were unable to consummate the acquisition of the boats and was forced
to abandon our original business plan. After some unsuccessful efforts to launch
operations,  the original business plan was suspended, on or about May 15, 1999,
pending  1934  Act  Registration  of  our Common Stock, for acceptability to the
OTCBB.

     Our  1934  Securities  Exchange  Act Registration of our common stock, as a
class  of  securities, pursuant to Section 12(g) of that Act, has been effective
for  reporting purposes since October 23, 1999. It cleared SEC Staff Comments in
its  current  form  (Form  10-SB-A)  only  on  August  24, 2000, for purposes of
consideration  for  eligibility  for  OTCBB  quotability. Shortly thereafter our
common  stock  was accepted for quotation on the OTCBB. On or about September 1,
2000,  we  resumed  efforts  to  pursue  our  original business plan. Management
determined  that  to  renew  our  business  plan,  we  would need to develop new
supplemental  funding  of approximately $250,000. We engaged in discussions with
our  existing shareholders and other investors known to management to be regular
investors  in  start-up  ventures,  to determine potential interest in funding a
renewal  of  our program. We have not been able to secure sufficient interest in
our  renewal  efforts  to  proceed.

     Additional information about our company can be found in our public filings
that  can  be  accessed  electronically  by  means of the SEC's home page on the
Internet  at  http://www.sec.gov  or  at  other  Internet  sites  such  as
http://www.freeedgar.com, as well as by such other means from the offices of the
SEC.

      (1)  FINANCING  PLANS. For more information, please see Item 6 of Part II,
Management's  Discussion  and  Analysis.

      (2)  GOVERNMENT  REGULATION.  SCUBA  tours  in any area require that local
Dive Masters, familiar with the area lead recreational divers in that area. This

                                        5


is  not  a  legal  requirement  but  a  matter of professional integrity. We are
committed  to  the standards set forth and recommended by PADI, the Professional
Association  of  Diving  Instructors.  All divers must be open-water (or higher)
certified  by  PADI  or  one  of  the  other  recognized  professional  diving
associations.

      (3)  COMPETITION.  SCUBA  diving  is  a  growing world-wide sport. Ease of
entry  into  this  competitive field is not difficult or unduly expensive. Local
competition  is  intense  in  any  popular  diving area, but the competitors are
generally  small  proprietary  operations  competing  for  tourist  business and
referrals  form  tour  guide  services.  It is fair to say that competition is a
major  factor  in  any  locality.

      (4)  PLANNED  ACQUISITIONS.  There  are no further acquisitions planned at
this  time.

      (5)  EMPLOYEES.  We  have  no  employees  other  than  our  Officers  and
Directors.

 (C)  THE  BUSINESS  OF  OUR  SUBSIDIARY  (RECENT  EVENTS).  Our  subsidiary, DP
Explorations  Corp.,  has  entered  into  a  license agreement (Exhibit 10.1) to
market  certain  technology  in  Canada  and China. TriLucent Technologies, Inc.
(TTI)  is  a  private  Nevada  company  formed  on  July  28,  2000.  TTI  is  a
developmental  resource  company  engaged in oil and gas exploration. TTI has an
exclusive,  worldwide  license  to  certain  technologies  that can increase the
chance  of  commercial  success  of exploratory drilling for oil and gas from an
industry  standard  of  20%  to  over a 50% success rate. These technologies can
significantly  reduce  the  risk associated with oil and gas exploration thereby
creating  great  economic  potential  for  our  shareholders. The centerpiece of
TriLucent's  technology,  Microwave  Detection,  consists  of utilizing airborne
remote  sensors,  which  can  be  used  to  detect oil and gas in the atmosphere
leaking  to the surface, directly above an underground oil and gas accumulation.
In  addition,  the technology records micro-magnetic readings which indicate the
presence  of  magnetic minerals in shallow underground. The overlap of these two
technologies  allows  TriLucent to quickly delineate acreage under which oil and
gas  accumulations  exist.  The  technology  is  rapid,  non-evasive  and  can
reconnoiter  large  areas  at  a  fraction  of  the cost and time of 3-D seismic
surveys,  which  is the standard for the industry. TriLucent is also fine tuning
its  Magno-Tellurics tool to compliment its other Detection tools. Specifically,
this  device  identifies  and  quantifies ground based electro magnetic readings
(Tellurics)  generated  underground.  It will more accurately determine depth of
deposits,  both  in size and distance to surface as well as ascertain content of
those  deposits,  whether  it  consists of oil, gas or water. All of TriLucent's
technologies  have  been  verified in several blind field tests over proprietary
3-D  seismic  surveys  and  proven  by  drilling  to  be at least 50% correct in
identifying  oil  and gas anomalies directly over fields. These technologies can
identify hydrocarbons over shallow or deep fields regardless of whether they are
gas  or  oil.  Gas  fields with an aerial extent as small as 150 acres have been
identified  at  a  depth more than 15,000 feet below the surface. Over 6 million
acres  of  prospected  acreage has been investigated with this technology in the
US.  TriLucent  has  used its technology to identify large parcels of un-drilled
oil  and  gas  fields.  While  this tool still requires further development as a
stand-alone  exploration  tool,  its  current status allows for integration with
other  technologies,  the  combination  of which will greatly enhance successful
exploration  probabilities.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have  no  property  and  enjoy  the  non-exclusive  use  of offices and
telephone of our officers and attorneys, without charge or written agreement. We
pay for outside copying and Federal Express, U.P.S and other messenger services.
We do not pay for routine telephone, in-house copying or United States Mail. Our
address  for  mail  and deliveries is 24843 Del Prado, Dana Point CA, 92629. Our
affairs are conducted a 34700 Pacific Coast Highway, Suite 303, Capistrano Beach
CA  92624.  This  latter suite is the Office of Intrepid International Ltd., the
United  States  Office of the Principal Shareholder. We do not own dive boats or
diving  equipment.  Our  telephone  is  949-248-9561,  and  fax is 949-248-1688.

                                        6


                           ITEM 3.  LEGAL PROCEEDINGS.

     There  are no legal proceedings pending involving us, as of the preparation
of  this  Report,  and  none  are  anticipated  or  threatened.


          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

                                     PART II

           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (A)  MARKET  INFORMATION.  Our  Common  Stock is cleared for quotation Over the
Counter  on  the Bulletin Board ("OTCBB"). The following information is based on
standard  reporting  sources.  The  source  is  bigcharts.com

period       high  bid       low  bid       volume
---------------------------------------------------
3rd  2000     .11              3/64     25  Million
4th  2000     7/16              .11     45  Million

     The  foregoing  price information is based upon inter-dealer prices without
retail  mark-up,  mark-down  or  commissions  and  may  not  reflect  actual
transactions.  There  was no trading in 1999 or during the first two quarters of
2000.

 (B)  HOLDERS.  There  are  presently  53  shareholders  of  our  common  stock.

 (C)  DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do
not  anticipate  paying  cash dividends on our Common Stock in the next year. We
anticipate  that any income generated in the foreseeable future will be retained
for  the  development  and  expansion of our business. Future dividend policy is
subject  to  the  discretion  of  the  Board of Directors and will depend upon a
number  of  factors,  including  future  earnings,  debt  service,  capital
requirements,  business  conditions,  the financial condition of the Company and
other  factors  that  the  Board  of  Directors  may  deem  relevant.

OPTIONS  AND DERIVATIVE SECURITIES. We have no outstanding options or derivative
securities.  There are no shares issued or reserved which are subject to options
or  warrants  to  purchase,  or  securities  convertible  into  common  stock.

RISKS  OF  "PENNY  STOCK." Our common stock may be deemed to be "penny stock" as
that  term  is  defined in Reg.Section 240.3a51-1 of the Securities and Exchange
Commission.  Penny stock share stocks (i) with a price of less than five dollars
per  share;  (ii) that are not traded on a "recognized" national exchange; (iii)
whose  prices  are  not quoted on the NASDAQ automated quotation system (NASDAQ)
listed  stocks  must  still meet requirement (i) above); or (iv) in issuers with
net  tangible  assets less than $2,000,000 (if the issuer has been in continuous
operation  for  at  least three years) or $5,000,000 (if in continuous operation
for less than three years), or with average revenues of less than $6,000,000 for
the  last  three  years.

     Section  15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section  240.15g-2  of  the  Securities  and  Exchange Commission require broker

                                        7


dealers  dealing  in penny stocks to provide potential investors with a document
disclosing  the  risks of penny stocks and to obtain a manually signed and dated
written  receipt  of  the  document  before effecting any transaction in a penny
stock  for  the  investor's account. Potential investors in our common stock are
urged  to obtain and read such disclosure carefully before purchasing any shares
that  are  deemed  to  be  "penny  stock."

     Moreover,  Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires  broker_dealers  in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This  procedure  requires  the  broker_dealer  to  (i)  obtain from the investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii)  reasonably  determine, based on that information,
that  transactions  in  penny  stocks are suitable for the investor and that the
investor  has sufficient knowledge and experience as to be reasonably capable of
evaluating  the  risks  of  penny stock transactions; (iii) provide the investor
with  a  written  statement  setting forth the basis on which the broker_-dealer
made  the  determination in (ii) above; and (iv) receive a signed and dated copy
of  such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance  with  these requirements may make it more difficult for investors in
our common stock to resell their shares to third parties or to otherwise dispose
of  them.

     RISKS  OF STATE BLUE SKY LAWS. In addition to other risks, restrictions and
limitations  which  may  affect  the resale of the existing shares of our common
stock,  consideration  must  be  given to the "Blue Sky" laws and regulations of
each State or jurisdiction in which a shareholder wishing to re-sell may reside.
Some  States  may  distinguish  between  companies  with  active  businesses and
companies  whose  only business is to seek to secure business opportunities, and
may  restrict  or  limit  resales  of  otherwise  free-trading  and unrestricted
securities  of  companies,  like  us,  whose  business  is  to seek an uncertain
profitable  business combination at some future time. We have taken no action to
register  or qualify our common stock for resale pursuant to the "Blue Sky" laws
or  regulations  of any State or jurisdiction. Accordingly offers to buy or sell
our  existing securities may be unlawful in certain States and may be subject to
civil  or  criminal  penalties.

 (D)  SALES  OF  UNREGISTERED  COMMON  STOCK  2000.  None.


       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


 (A)  PLAN  OF  OPERATION.  We  were duly incorporated in Nevada on December 18,
1997,  as  DP  Charters, Inc., to initiate a charter yacht service from the Dana
Point  Harbor, Orange County, California. We later expanded our business plan to
include the organization of scuba dive tours at various world locations. We have
had  some  insubstantial  operations  during  2000.  These  operations have been
limited  to  local  SCUBA  tours.  We  have  not  had  the  resources  to expand
geographically  to  realize  the other major components of our business plan. We
have  had  no  success  in raising additional capital for our operations in year
2000. The Board is optimistic that additional capital can be raised in a private
placement or secondary offering based upon the business potential represented by
the business of our new subsidiary (a recent event) which has acquired licensing
rights  to  certain  oil and gas detection technology. We do not believe that we
can  adequately  grow  our  principal  business without this additional capital.

     CASH  REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We have
an  immediate  need  for  current  capital  formation to expand our two business
segments.  First,  we  intend  to launch a private placement/limited offering of
additional  shares  of  our  common  stock  in  order  to  expand our operations
geographically, from our current local base, and to pursue other non-SCUBA yacht
tours.  The  amount  of  additional capital required to operate and grow for the
next  twelve  months  is a minimum of $500,000 to a maximum of $1,000,000. While
our  charter  yacht/scuba  dive  tour  service  could  expand  more rapidly with
substantial  funding,  our  plan  is to focus first on scuba tours which require

                                        8


little  or no capital investment, and grow that segment to increase revenues. It
is our plan to acquire or lease boats for expanded charter yacht service only as
revenues  or  capital resources allow an orderly development of that segment, in
future,  in  the  absence  of  funding  for  more  aggressive  growth.

     Reference  is  made  here to sub-item (d) below, Future Prospects. We would
expect  our  new subsidiary business, if acquired, to ease some of our financial
burden,  and  accelerate the funding of the expanded operations of our principal
business.

     Reference  is  made  to  Note  2,  Going  Concern, of our Audited Financial
Statements:  "The  accompanying financial statements have been prepared assuming
that the company will continue as a going concern. The company is dependant upon
raising  capital to continue operations. The financial statements do not include
any  adjustments  that  might  arise from the outcome of this uncertainty. It is
management's  plan  to  raise  additional  funds  to  begin  our  operations."

     Reference  is  made  to  Note  3, Development Stage Company, of our Audited
Financial  Statements: "The Company is a development stage company as defined in
Financial  Accounting  Standards  Board  Statement  7.  It  is  concentrating
substantially  all of its efforts in raising capital and developing its business
operations  in  order  to  generate  significant  revenues.

     SUMMARY  OF  PRODUCT  RESEARCH  AND  DEVELOPMENT.  None.

     EXPECTED  PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None at this
time.

     EXPECTED  SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None at this time.


 (B)  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION.  Our Financial Condition
is  substantially  unchanged  from  the  previous  year. These statements do not
reflect  our  acquisition  of  TTI.


Balance Sheet:
Selected Information . . . . .  12/31/00   12/31/99
----------------------------------------------------
Cash and Equivalents . . . . .       996        996
----------------------------------------------------
Notes Receivable . . . . . . .       600          0
----------------------------------------------------
Current Assets . . . . . . . .     1,596        996
----------------------------------------------------
Total Assets . . . . . . . . .     1,596        996
----------------------------------------------------
Accounts Payable . . . . . . .    31,980          0
====================================================
(Related Party) (Note 4)
Total Liabilities. . . . . . .    31,980          0
----------------------------------------------------
Common Stock . . . . . . . . .    38,330    138,280
Paid-in Capital. . . . . . . .   194,770     94,820
Less: Subscription Receivable.         0       (600)
Accumulated Deficit. . . . . .  (263,484)  (231,504)
Total Equity . . . . . . . . .   (30,384)       996
----------------------------------------------------
Total Liabilities and Equity .     1,596        996
====================================================

                                        9


     The  Accounts Payable (Related Party) (Note 4) represents fees and costs we
accrued during year 2000 as additional time/fee charges of $31,980 from Intrepid
International,  Ltd.,  our  principal  consultant,  an  affiliate  of our former
principal  shareholder.  In  December  2000  (Note  6)  we  converted  the  $600
subscription  receivable at December 31, 1999, to a note receivable. The note is
non-interest  bearing  and  is  due  on  February  5,  2001.

 (C)  OPERATIONS  AND  RESULTS  FOR  THE PAST THREE FISCAL YEARS. We enjoyed our
first revenues from local dive tours during 2000. These revenues are modest, and
may  not  be  indicative  of  future  results.


                                                               Inception
                                                               March 25,
                                    For the Years                1998
                                        Ended                     to
 Operations                          December 31,                12/31
                                 2000         1999        1998        2000
---------------------------------------------------------------------------
Revenues: . . . . . .  $        5,000   $        0   $       0   $   5,000
 Total Revenues . . .           5,000            0           0       5,000
Expenses:
 General &. . . . . .         (36,980)     (27,825)   (191,527)   (256,484)
Administrative
 Total Expenses . . .         (36,980)     (27,825)   (191,527)   (256,484)
                       ---------------  -----------  ----------  ----------
Interim Net (Loss). .         (31,980)     (27,825)   (191,527)   (251,484)
                       ---------------  -----------  ----------  ----------
Cumulative Effect of.                      (12,000)                (12,000)
Accounting Change
Net (Loss). . . . . .         (31,980)     (39,825)   (191,527)   (263,484)
                       ---------------  -----------  ----------  ----------


     Our  expenses  have  consisted  of  legal, professional and accounting fees
since our inception. Only  very modest and incidental expense is attributable to
our revenue generation, for the reason that virtually all fees are paid directly
by customer to the independent service and material providers. Customers rent or
provide  their  own  dry  or wet suits, fins, masks and buoyancy control devices
(i.e.  inflatable  vests  accessing the air supply) and regulators (mouth pieces
and connections to air tanks). Customers pay the boat owner/dive master, and tip
the boat captain and assistant, customarily. By organizing groups, typically six
divers,  revenues  are  optimized.  Again,  these results are not indicative for
future  operations, where travel expenses and lodgings are or may be factors. It
is  also  true  that  foreign countries may impose tariffs, and other incidental
fees  for  access  to  protected  coral  reefs.  Foreign  tours may also involve
currency  exchanges  and  may  involve more complex calculation of profitability
than  simple  local  dive tours. Divers are also strongly encouraged to purchase
emergency  diver's  medial  insurance.  Should  a  diver encounter decompression
illness,  treatment  in  decompression chambers may cost as much as $50,000. The
insurance  costs  only  about  $40  per  year.

     During  this  year  ended  December  31,  2000,  we  changed  our method of
amortization  of  organizational  costs in accordance with SAP 98-5 and expensed
the  remaining  balance.  (See  Note  5.)

      Our  expenses  of  $191,257 for the twelve months ended December 31, 1998,
reflected  attempts  to  secure rights and assets for our business plan which we
were  required  to  suspend  during  registration and comment period, as well as
unusual  legal  expenses  in  connection  with  due  diligence investigation and
disclosure  in  connection  with  submission  to  the  NASD for quotation on the
Bulletin  Board,  the  OTCBB,  in  the  context  of the NASD rule changes. As an

                                       10


incidental  result  of  the  NASD Rule changes our common stock is allowed to be
quoted  over  the  counter in the "Pink Sheets", but is expected to be qualified
for the OTCBB now that our 1934 Registration has been cleared of comments by the
SEC  Staff.  Our  expenses  for  1999  were $27,825, consisting substantially of
general  and  administrative  expenses,  which  included  legal and professional
expenses,  mainly  for  the  preparation  of  our  1934  Act  Registration.

     During  1999  and  2000,  $10,000 and $5,000, respectively, was paid to our
principal consultant as fees for services on a time/hour/fee basis. During 1999,
we received shareholder loans of $13,000 of which $3,000 was repaid in 1999, and
the  balance  paid  during  2000.  As  of December 31, 2000, the balance was $0.
During  1999 we advanced $10,000 to a shareholder. This advance was a receivable
as  of  the end of 1999. During year 2000 we accrued additional time/fee charges
of  $31,980  from  Intrepid  International,  Ltd.,  our principal consultant, an
affiliate  of  our  former  principal  shareholder.

 (D)  FUTURE PROSPECTS. We expect to generate significant revenued in year 2001.
Such  a forward looking statement must be recognized as such. Unexpected events,
changes  in market conditions, loss of experienced management personnel, and the
like, certainly require that management's expectations be evaluated in the light
of  the  basis  for  such forward looking statements. There are no guaranties of
success  at  any  stage. There can be no assurance that we will be successful in
raising  capital  through  private  placements  or  otherwise.  Even  if  we are
successful  in  raising  capital  through the sources specified, there can be no
assurances  that  any such financing would be available in a timely manner or on
terms acceptable to us and our current shareholders. Additional equity financing
could  be  dilutive  to  our  then existing shareholders, and any debt financing
could  involve  restrictive  covenants  with  respect  to future capital raising
activities  and  other  financial  and  operational  matters.

     On  or  about  March  5,  2001,  we  agreed to acquire that certain License
Agreement  of this date between DP Exploration Corp. and TriLucent Technologies,
Inc.  (Please  see  Exhibit  10.1.)  to  be  owned  by DP Exploration Corp. (our
wholly-owned new subsidiary, created for this purpose). The acquisition would be
made  for  an  amount of shares of our common stock resulting in 6% ownership by
TriLucent. This was an arm's length transaction. As of March 5, 2001, we believe
that  this  transaction will close at any time. DP Exploration will aggressively
market  the technology of TriLucent in Canada and China to oil and gas drillers.

 (E)  ACQUISITION  CANDIDATE.  We  are not a candidate for further acquisitions,
reverse  or  direct,  at  this  time.  We cannot rule out the possibility that a
business  combination,  with  synergy  to  our  existing  business,  may  become
attractive.  We  do  not  anticipate  any  reverse  acquisition  transaction.


                         ITEM 7.  FINANCIAL STATEMENTS.

     The  Audit  Committee  of this Corporation for this fiscal year consists of
our  Board of Directors. Management is responsible for our internal controls and
the  financial  reporting  process. Our independent auditors are responsible for
performing  an  independent audit of our financial statements in accordance with
generally  accepted  accounting  standards  and to issue a report thereon. It is
the  responsibility  of  our  Board  of  Directors  to monitor and oversee these
processes.  In  this  context  the  Committee  has met and held discussions with
management  and  the  independent  accountants.  Management  recommended  to the
Committee  that  our  financial  statements  were  prepared  in  accordance with
generally  accepted  accounting  principles,  and the Committee has reviewed and
discussed  the  financial  statements  with  Management  and  such  independent
accountants, matters required to be discussed by Statement on Auditing Standards
No.  61  (Communication with Audit Committees). Our independent accountants also
provided to the Committee the written disclosures required by Independence Board
Standard  No.  1  (Independence  Discussions  with  Audit  Committees),  and the
Committee  discussed  with the independent accountants that firm's independence.

                                       11


     Based  upon  the Committee's discussions, and review, of the foregoing, the
Committee recommended that our audited financial statements in our Annual Report
on  Form  10-KSB for the year ended December 31, 2000 be included and filed with
the  Securities  and  Exchange  Commission.

          AUDITED  FINANCIAL  STATEMENTS:  for the years ended December 31, 2000
and 1999, are provided as Financial Statement: Exhibit FK-00, filed herewith are
incorporated  herein  by  this  reference  as though fully set forth herein. Our
Balance  Sheet  and Statement of Operations have been selectively reproduced and
discussed  in  the  preceding  Item  6.


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

     None.


             The Remainder of this Page is Intentionally left Blank

                                       12


                                    PART III


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The  following  persons  are  our  Directors,  having taken office from our
inception,  to  serve  until their successors might be elected or appointed. The
time  of  the  next  meeting  of shareholders has not been determined and is not
likely to take place before a targeted acquisition or combination is determined.

     J.  Dan  Sifford, Jr., age 62, has been our President since inception, grew
up  in Coral Gables, Florida, where he attended Coral Gables High School and the
University of Miami. After leaving the University of Miami, Mr. Sifford formed a
wholesale  consumer  goods  distribution  company  which operated throughout the
southeastern United States and all of Latin America. In 1965, as an extension of
the  operations  of  the  original  company,  he  founded  Indiasa  Corporation
(Indiasa),  a  Panamanian  company  which  was  involved in supply and financing
arrangements  with  many of the Latin American Governments, in particular, their
air  forces  and  their  national  airlines.  As customer requirements dictated,
separate  subsidiaries  were  established  to handle specific activities. During
each  of the past five years he has served as President of Indiasa, which serves
only  as  a  holding  company  owning: 100% of Indiasa Aviation Corp. (a company
which  owns  aircraft  but  has  no  operations);  100%  of  Overseas  Aviation
Corporation  (a  company  which  owns  Air  Carrier  Certificates  but  has  no
operations);  50%  of  Robmar  International,  S.A.  (a  company  operates  a
manufacturing  plant  in Argentina and Brazil, but in which Mr. Sifford holds no
office). In addition to his general aviation experience, Mr. Sifford, an Airline
Transport  rated pilot, has twenty two years experience in the airline business,
and is currently the President of Airline of the Virgin Islands, Ltd. a commuter
passenger  airline  operating  in  the  Caribbean,  and  has  been our president
continuously  during  each  of  the  past  five  years.

      Mr.  Sifford  is  not  and  has  never  been a broker-dealer. He has acted
primarily  as consultant, and in some cases has served as an interim officer and
director  of  public  companies  in  their  development  stage.  The  following
disclosure  identifies those public companies: Air Epicurean, Inc., All American
Aircraft,  Earth  Industries,  Ecklan  Corporation,  EditWorks,  Ltd.,  Market
Formulation  &  Research,  Inc.,  NetAir.com,  Inc.,  NSJ  Mortgage  Capital
Corporation,  Inc.,  North  American  Security  & Fire, Oasis 4th Movie Project,
Professional Recovery Systems, Inc., Richmond Services, Inc., Telecommunications
Technologies,  Ltd.,  and  World  Staffing  II,  Inc.

     Of  these last mentioned companies, he is currently serving in our company,
in  Ecklan  Corporation, in Oasis Entertainment's 4th Movie Project, in Richmond
Services,  Inc,  and  in  NetAir.com,  Inc.

     Kirt  W. James, age, 43, our Secretary-Treasurer, has a lifelong background
in  marketing  and sales. From 1972 to 1987, Mr. James was responsible for sales
and  business administrative matters for Glade N. James Sales Co., Inc. and from
1987  to  1990 Mr. James built retail markets for American International Medical
Supply Co., a publicly traded company. In 1990 he formed and became President of
HJS  Financial  Services,  Inc., and was responsible for the day to day business
operations  of  the  firm  as well as consultation with Clients concerning their
business  and Product Development. He remains the President and Sole Shareholder
of  HJS,  which is presently substantially in active. During the past five years
Mr.  James  has been involved in the valuation of private companies for internal
purposes,  and  as a consultant to private companies engaged in the private sale
and  acquisition  of other  private businesses. He has also assisted private and
public  companies  in planning for entry into the public market place. Mr. James
is not and has never been a broker-dealer. He has acted primarily as consultant,
and  in  some  cases  has  served  as  an interim officer and director of public
companies  in their development stage. The following disclosure identifies those
public  companies  with  which  he has been involved during the past five years:

                                       13


Earth  Industries,  Inc.,  EditWorks, Ltd., Market Formulation & Research, Inc.,
Mex  Trans  Seafood  Consulting, Inc., and North American Security & Fire. He is
also  an  Officer  and  Director  of Oasis Entertainment's 4th Movie Project, an
operating  non-trading  company.

     There  are  no  persons  who  are  officers  or  directors,  other than the
foregoing,  whose  activities have been or are material to the operations of us.
The  present Officers and Directors spend an insubstantial amount of time on the
activities  of  our  company.  There  are  no  arrangements,  agreements  or
understandings  between  non-management shareholders and management, under which
non-management  shareholders  or  other  persons  may  directly  or  indirectly
participate  in  or  influence the management of the affairs of us. There are no
agreements  or  understandings  for  any  officer  or  director to resign at the
request  of  another  person.

     Our  Officers  and  Directors  are  the  Officers and Directors of Intrepid
International  Ltd.  of  Nevada,  the  United  States  Subsidiary  of  Intrepid
International  S.A. of Panama, the Principal Shareholder. The principal business
of  the  United  States Subsidiary is the performance of Corporate Services on a
time-fee  basis.  It  is  foreseeable, but not presently intended, nor is it the
normal  practice,  that  these  Officers  and  Directors  may  serve  as interim
management  of  other  companies  in  their  development  stage.  Intrepid  does
participate from time to time in the organization of companies intending to make
offerings  of  unregistered  securities,  in  connection  with actual businesses
ventures.

     No  present  or  previous  promoter, officer, director or person engaged in
management-type  activity  of  this  corporation  has been involved in any blank
check  offerings.  A  blank  check  offering  is  an offering of securities by a
company  which,  at  the  time of the offering, has no business or business plan
other  than  to  seek  a  business  by merger or acquisition or other profitable
combination.  Intrepid's United States Officers, who serve as our officers, have
served  as officers of companies which with initial businesses or business plans
which have failed and which have eventually been abandoned, and which, following
such failure and abandonment, became, for some period of time, companies with no
operating  business or productive assets, and no business plan other than a plan
to seek to acquire profitable assets or businesses. The following companies fall
within  that category of description: Earth Industries, Inc., Richmond Services,
Inc.,  Market  Formulation & Research, Inc., Mex Trans Seafood Consulting, Inc.,
NSJ  Mortgage  Capital  Corporation, Inc., Telecommunications Technologies, Ltd.
There  are  no  other  present or previous promoter, officer, director or person
engaged  in  management-type activity of this corporation involved in any in any
company  or  corporation  within  that  category  of  description.


                        ITEM 10.  EXECUTIVE COMPENSATION.

     Each  of  the  two  Officer/Directors  have  been  issued  12,500,000  new
investment  shares  of  common  stock,  each  for  present service and incentive
purposes,  in  connection  with,  and  as  a  part  of  the  initial issuance of
100,000,000  shares  to  founders  for  organizational  costs,  and  valued  at
$20,000.00 (par value before the 5 for 1 forward split). As indicated in Items 4
and 5 immediately preceding, the names of those officers and directors receiving
these  shares  are  Kirt  W. James, and J. Dan Sifford, Jr. Of those 100,000,000
shares,  99,950,000  have been cancelled in 2000. No other compensation, or plan
of  compensation,  has been made, authorized or contemplated at the present time
and  for  the  present  period  of  corporate  inactivity  and  ill-liquidity.

                                       14


    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


 (A)  SECURITY  OWNERSHIP OF MANAGEMENT. To the best of our knowledge and belief
the following disclosure presents the total beneficial security ownership of all
Directors  and  Nominees,  naming  them,  and by all Officers and Directors as a
group,  without  naming  them,  known  to  or discoverable by us.  More than one
person, entity or group could be beneficially interested in the same securities,
so  that the total of all percentages may accordingly exceed one hundred percent
of  some  or  any  classes.  Please  refer  to  explanatory  notes  if  any, for
clarification  or  additional  information.

 (B)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  To  the best of our
knowledge  and  belief  the  following  disclosure  presents  the total security
ownership  of  all persons, entities and groups, known to or discoverable by us,
to  be  the  beneficial  owner or owners of more than five percent of any voting
class  of our stock. More than one person, entity or group could be beneficially
interested  in  the  same  securities,  so that the total of all percentages may
accordingly  exceed  one hundred percent of some or any classes. Please refer to
explanatory  notes  if  any,  for  clarification  or additional information. The
Registrant  has  only  one  class  of  stock; namely Common Stock. More than one
person, entity or group could be beneficially interested in the same securities,
so  that the total of all percentages may accordingly exceed one hundred percent
of  some  or  any  classes.  Please  refer  to  explanatory  notes  if  any, for
clarification  or  additional  information.


<TABLE>
<CAPTION>
<S>                             <C>            <C>         <C>          <C>         <C>
Name and Address of Beneficial                 Actual                  Attributed
Owner                                         Shares                    Shares
           Common Stock                        Owned         %           Owned             %
---------------------------------------------------------------------------------------------
J. Dan Sifford, Jr.(1)         Director.         0         0.00         50,000           0.13
62 Bay Heights Drive
Miami, Florida 33133
---------------------------------------------------------------------------------------------
Kirt W. James  (1)             Director          0         0.00         50,000           0.13
24843 Del Prado #318
Dana Point CA 92629
---------------------------------------------------------------------------------------------
All Officers and Directors as a Group.           0         0.00         50,000           0.13
---------------------------------------------------------------------------------------------
Laurencio Jaen O. (2)                            0         0.00         50,000           0.13
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
---------------------------------------------------------------------------------------------
Teodoro F. Franco L. (2)                         0         0.00         50,000           0.13
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
---------------------------------------------------------------------------------------------
Leopoldo Kennion G (2)               .           0         0.00         50,000           0.13
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
---------------------------------------------------------------------------------------------
Intrepid International S.A. (1) (2)        50,000         0.13          50,000           0.13
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
---------------------------------------------------------------------------------------------
Reference Only: Total Issued and       38,330,000       100.00
Outstanding
---------------------------------------------------------------------------------------------
</TABLE>

                                       15



     (1)  Our Officers and Directors re affiliates of the Principal Shareholder.
For  this  reason  the  attribution of all shares to each is shown in the table.
Please  see  Item  5  of this Part, Directors, Executive Officers, Promoters and
Control Persons for further information. The shares listed as issued to them are
were  in fact issued to them, as individuals, and are beneficially owned by them
as  indicated.

     (2)  The  Ownership  of  the  50,000 is held by Intrepid International as a
corporate  asset and is not the personal asset of any of our Officers, Directors
or  shareholders.  These  Officers, Directors and Shareholders of the Panamanian
Principal shareholders are the same three persons. Their names and percentage of
ownership  are  Laurencio  Jaen  O.  (50%), Teodoro F. Franco L. (50%), Leopoldo
Kennion  G.  (0%).  Please  see  Item  7 of this Part, Certain Relationships and
Related  Transactions  for  further  information.


 (C)  CHANGES  IN CONTROL. There are no known arrangements, including any pledge
by  any  persons,  of our securities, which may at a subsequent date result in a
change  of  control  of  this  Corporation.  There  is  presently no controlling
shareholder.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Intrepid  International,  S.  A.  ("Intrepid-Panama")  was  our  principal
shareholder.  Our  Officers  and  Directors  affiliates  of Intrepid-Panama. The
principal  shareholder  was  incorporated  in  the Republic of Panam  in 1984 to
offer  financial services to natural resource companies, primarily those engaged
in  the  production  of  oil  and  gas. Following the world wide collapse of oil
prices  in the mid-eighties, Intrepid-Panama broadened the focus of its universe
of  support  services to include a wider range of companies, with an emphasis on
public companies and private companies, companies engaged in the transition from
privately held to publicly held, and development stage companies, whether public
or private, requiring professional business and corporate guidance. In August of
1997  Intrepid-Panama  sought  a United States Representative and entered into a
relationship  with  a  group  of  corporate  and business specialists who, after
contracting  with  Intrepid-Panama, incorporated as Intrepid International, Ltd.
("Intrepid  US")  to  provide  the  required  representation  and  agency  for
Intrepid-Panama  in North America and Europe. Intrepid US is incorporated in the
State  of Nevada. Intrepid International (US and/or Panama) is not an investment
banker,  nor  a  broker  or  dealer  in  securities.  Intrepid  is a provider of
technical  support  services  to  client companies, generally, and an occasional
investor  for  its  own  account.

     The  following  persons  are  not  our  Officers or Directors. They are the
owners,  Officers  and  Directors  of  the  Principal Shareholder. The following
persons  do  not engage in direct control of our affairs, and our activities are
not  material  to our operations. While the following three persons, acting as a
Board  of  Directors of the Panama Corporation could exercise direct control, as
majority  shareholder,  they  have  delegated  United  States  operations to our
Officers  and  Directors,  and to the United States subsidiary of which they two
constitute  the  Management.

     Laurencio Jaen O., an original incorporator who has served as President and
Director  of  Intrepid-Panama  since  its  inception  in 1984, resides in Panama
City,  Republic  of  Panama. He is, and has been for the past twenty five years,
Vice  President  of  Indiasa  Corporation ("Indiasa"), a Panamanian corporation,
which, through one of its subsidiaries, Robmar International, is involved in the
manufacture  and  distribution  of chemical products in Argentina and Brazil and
which,  through  its  former  subsidiary  Indiasa Aviation Corporation, was, for
eight  years  ending  in  1981,  engaged  in  aviation  consulting, the leasing,
purchase  and  sale of aircraft, and the operation of a cargo airline, primarily
in  Latin  America.  Mr.  Ja  n  was  a founder of PAISA, Panama's international
airline,  served  as  president of the Colon Free Zone (the world's largest free
trade  zone), and as Director of Panama's Social Security Administration. He has
also  served  as  the  President of the Panamanian Chamber of Commerce, and as a
member  of  the  Board  of  Presidential  Advisors  of  the  Republic of Panama.

                                       16


     Teodoro F. Franco L., Secretary and a Director of Intrepid-Panama, has, for
thirty  years,  been  a specialist in maritime and aviation law. Mr. Franco is a
partner  in  Franco and Franco, a Panama law firm with offices around the world.
In addition to his law practice he has served as Panamanian Consul to Liverpool,
England  and  for  the  past five years as Ambassador to Great Britain. The firm
practices  maritime, aviation and commercial law and currently is the legal firm
for:  IBERIA  (the  Spanish national airline), KLM (the Dutch national airline),
VIASA (the Venezuelan national airline), Aeroflot (the Russian national airline)
and  various  smaller  Latin  American  national  airlines  as well as being the
registered agents for thousands of ocean going ships around the world flying the
Panamanian  flag. Mr. Franco brings to Intrepid-Panama a wealth of international
legal,  commercial  and  diplomatic  experience.

     Leopoldo  Kennion  G., Treasurer and a Director of Intrepid-Panama, is, and
has  for  twenty  years,  been  a  Certified  Public  Accountant specializing in
international  accounting  and  is  an  associate  in the law firm of Franco and
Franco.  Mr.  Kennion  practices  maritime,  aviation  and commercial accounting
serving  the specialized needs of the transnational clients of Franco and Franco
by  providing  an  interface  between  them  and  their  auditors.

     J.  Dan  Sifford,  Jr., is the United States Managing Director for Intrepid
International,  S.A.  (Panama).  He  is  fluent  in  the  Spanish  Language. His
biographical  information  is  found  under  Item  5  of  this  Part, Directors,
Executive  Officers,  Promoters  and  Control  Persons.

     The  officers  and  directors  of  Intrepid  International,  Ltd.  (Nevada)
(Intrepid US) are two individuals; Kirt W. James, and J. Dan Sifford, Jr., which
two  individuals  are our officers and directors. Their biographical information
is found under Item 5 of this Part, Directors, Executive Officers, Promoters and
Control  Persons.  These  two  persons  are  only  persons in direct, day to day
control  of our affairs. The Officers, Owners and Directors of the Panama parent
do  not  direct  or  participate  in  our  management.


   ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


 (A)  FINANCIAL  STATEMENTS.  AUDITED  FINANCIAL STATEMENTS: for the years ended
December  31,  2000  and  1999,  are provided as Financial Statement: Attachment
FK-00,  following  the  body  of  filing.
 (B)  FORM  8-K  REPORTS.  None.

 (C)  EXHIBITS.  Please  see  Exhibit  Index  following,  for  other  Exhibits.

             The Remainder of this Page is Intentionally left Blank

                                       17


                                     Exhibit
                                      Table
#      Table  Category  /  Description  of  Exhibit     Page  Number
--------------------------------------------------------------------------------
            [2]   ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
--------------------------------------------------------------------------------
3.1    Articles of Incorporation: DP Charters, Inc., a Nevada Corporation     19
3.2    By-Laws: DP Charters, Inc.                                             21
3.3    Articles of Incorporation: DP Exploration Corp., a Nevada Corporation  28
--------------------------------------------------------------------------------
                           [10]   MATERIAL AGREEMENTS
--------------------------------------------------------------------------------
10.1     License Agreement                                                    30
10.2     Plan of Rescission and Unwinding                                     35
--------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
FK-00     Audited Financial Statements for the years ended December 31, 2000 and
          1999.                                                               39
--------------------------------------------------------------------------------

                                   SIGNATURES


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  individual  capacities
and  on  the  date  indicated.


Dated:  March  13,  2001

                                 DP  CHARTERS,  INC.
                                         by


/s/Kirt W. James                    /s/J. Dan Sifford, Jr.
   Kirt  W.  James                     J.  Dan  Sifford,  Jr.
   president/director                  secretary/director

                                       18


--------------------------------------------------------------------------------
                                  EXHIBIT 3.1

                           ARTICLES OF INCORPORATION:
                     DP CHARTERS, INC., A NEVADA CORPORATION
--------------------------------------------------------------------------------

                                       19


                            ARTICLES OF INCORPORATION
                                       OF
                                DP CHARTERS, INC.


     ARTICLE  I.  The  name  of  the  Corporation  is  DP  CHARTERS,  INC.

     ARTICLE  II.  Its principal and registered office in the State of Nevada is
774  Mays  Boulevard, Suite 10, Incline Village NV 89451. The initial registered
agent  for  services of process at that address is N&R Ltd. Group, Inc. a Nevada
Corporation.

     ARTICLE  III.  The  purposes  for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada  or  of  the  United  States  of  America. The period of existence of the
corporation  shall  be  perpetual.

     ARTICLE  IV.  The corporation shall have authority to issue an aggregate of
One  Hundred  Million  (100,000,000) shares of common voting equity stock of par
value  one mil ($0.001) per share, and no other class or classes of stock, for a
total  capitalization  of  $100,000. The corporation's capital stock may be sold
from  time  to  time  for  such  consideration  as  may be fixed by the Board of
Directors, provided that no consideration so fixed shall be less than par value.

     ARTICLE  V.  No  shareholder  shall  be  entitled  to  any  preemptive  or
preferential  rights  to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder  possess  cumulative  voting rights at any shareholders meeting, for
the  purpose  of  electing  Directors,  or  otherwise.

     ARTICLE  VI. The affairs of the corporation shall be governed by a Board of
Directors  of  not less than one (1) nor more than (7) persons. The Incorporator
William  Stocker  attorney at law, 219 Broadway Suite 261, Laguna Beach CA 92651
shall  serve  as  sole  initial  director.

     ARTICLE  VII. The Capital Stock, after the amount of the subscription price
or  par  value,  shall  not  be  subject  to  assessment to pay the debts of the
corporation,  and  no  stock  issued,  as  paid  up, shall ever be assessable or
assessed.

     ARTICLE  VIII.  The  initial By-laws of the corporation shall be adopted by
its  Board  of  Directors.  The  power to alter, amend or repeal the By-laws, or
adopt  new  By-laws,  shall  be  vested  in  the  Board  of Directors, except as
otherwise  may  be  specifically  provided  in  the  By-laws.

     ARTICLE  IX. The name and address of the Incorporator (Initial Director) of
the  corporation  is  William  Stocker  attorney at law, 219 Broadway Suite 261,
Laguna  Beach  CA  92651.

     I  THE  UNDERSIGNED,  being  the  Incorporator  hereinbefore  named for the
purpose  of  forming  a  corporation pursuant the General Corporation Law of the
State  of  Nevada,  do  make  and  file  these Articles of Incorporation, hereby
declaring  and certifying that the facts herein stated are true, and accordingly
have  set  my  hand  hereunto  this  Day,  December  16,  1997.


                               /s/William Stocker
                                 William Stocker
                                 attorney at law
                                  Incorporator

                                       20


--------------------------------------------------------------------------------
                                   EXHIBIT 3.2

                            BY-LAWS:DP CHARTERS, INC.
--------------------------------------------------------------------------------

                                       21


                                     BY-LAWS
                                       OF
                                DP CHARTERS, INC.
                              A NEVADA CORPORATION

                                    ARTICLE I
                                CORPORATE OFFICES

     The  principal  office  of  the corporation in the State of Nevada shall be
located  at  774  Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as  the  board  of directors may designate or as the business of the corporation
may  from  time  to  time  require.

                                   ARTICLE II
                             SHAREHOLDERS' MEETINGS

SECTION  1.  PLACE  OF  MEETINGS

     The  directors  may designate any place, either within or without the State
unless  otherwise  prescribed by statute, as the place of meeting for any annual
meeting  or  for any special meeting called by the directors. A waiver of notice
signed  by  all  stockholders  entitled  to  vote at a meeting may designate any
place,  either  within  or  without  the  State  unless  otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a  special  meeting  be  otherwise  called,  the  place  of meeting shall be the
principal  office  of  the  corporation.

SECTION  2.  ANNUAL  MEETINGS

     The  time  and date for the annual meeting of the shareholders shall be set
by  the  Board  of  Directors of the Corporation, at which time the shareholders
shall  elect a Board of Directors and transact any other proper business. Unless
the  Board  of  Directors  shall  determine otherwise, the annual meeting of the
shareholders  shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of  Directors  and  transact  any other proper business. If this date falls on a
holiday,  then  the  meeting  shall be held on the following business day at the
same  hour.

SECTION  3.  SPECIAL  MEETINGS

     Special  meetings  of  the shareholders may be called by the President, the
Board  of  Directors,  by  the holders of at least ten percent of all the shares
entitled  to  vote  at  the  proposed  special  meeting, or such other person or
persons  as  may  be  authorized  in  the  Articles  of  Incorporation.

SECTION  4.  NOTICES  OF  MEETINGS

     Written  or  printed  notice stating the place, day and hour of the meeting
and,  in  the  case  of a special meeting, the purpose or purposes for which the
meeting  is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the  direction of the president, or secretary, or the officer or persons calling
the  meeting.  If  mailed,  such  notice  shall  be  deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as  it  appears  on  the  stock  transfer books of the corporation, with postage
thereon  prepaid.
Closing  of  Transfer  Books  or  Fixing  Record  Date.

     (a) For the purpose of determining stockholders entitled to notice of or to
vote  at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of  stockholders  for any other proper purpose, the directors of the corporation
may  provide  that  the stock transfer books shall be closed for a stated period
but  not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at  a  meeting  of  stockholders, such books shall be closed for at least twenty
(20)  days  immediately  preceding  such  meeting.

     (b)  In  lieu  of  closing  the  stock  transfer  books,  the directors may
prescribe  a  day  not  more than sixty (60) days before the holding of any such

                                       22


meeting  as  the  day as of which stockholders  entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are  entitled  to  notice  or  to  vote  at  such  meeting

     (c)  The directors may adopt a resolution prescribing a date upon which the
stockholders  of  record are entitled to give written consent to actions in lieu
of  meeting.  The  date  prescribed by the directors may not precede nor be more
than  ten  (10)  days  after  the  date  the resolution is adopted by directors.

SECTION  5.  VOTING  LIST.

     The  officer  or  agent  having  charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of  stockholders,  a  complete  list  of  stockholders  entitled to vote at such
meeting,  or  any  adjournment thereof, arranged in alphabetical order, with the
address  of  and  number of shares held by each, which list, for a period of ten
(10)  days  prior to such meeting, shall be kept on file at the principal office
of  the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at  the  time and place of the meeting and shall be subject to the inspection of
any  stockholder  during  the  whole  time  of  the  meeting. The original stock
transfer  book  shall  be  prima  facie  evidence as to who are the stockholders
entitled  to  examine  such  list or transfer books or to vote at the meeting of
stockholders.

SECTION  6.  QUORUM.

     At  any meeting of stockholders, a majority of fifty percent plus one vote,
of  the  outstanding  shares of the corporation entitled to vote, represented in
person  or  by proxy, shall constitute a quorum at a meeting of stockholders. If
less  than said number of the outstanding shares are represented at a meeting, a
majority  of  the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been  transacted at the meeting originally notified. The stockholders present at
a  duly  organized  meeting may continue to transact business until adjournment,
notwithstanding  the  withdrawal  of  enough  stockholders  to leave less than a
quorum.

SECTION  7.  PROXIES.

     At  all  meetings  of  the  stockholders,  a  stockholder may vote by proxy
executed  in  writing  by  the stockholder or by his duly authorized attorney in
fact.  Such proxy shall be filed with the secretary of the corporation before or
at  the  time  of  the  meeting.  Such  proxies  may  be deposited by electronic
transmission.

SECTION  8.  VOTING.

     Each  stockholder  entitled  to  vote  in  accordance  with  the  terms and
provisions  of  the  certificate  of  incorporation  and  these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote  held by such shareholder. Upon the demand of any stockholder, the vote for
directors  and  upon  any  question  before  the meeting shall be by ballot. All
elections  for directors shall be decided by plurality vote; all other questions
shall  be  decided  by  majority  vote  except  as  otherwise  provided  by  the
Certificate  of  Incorporation  or  the  laws  of  Nevada.

SECTION  9.  ORDER  OF  BUSINESS.

     The  order  of  business  at  all meetings of the stockholders, shall be as
follows:

     a.     Roll  Call.
     b.     Proof  of  notice  of  meeting  or  waiver  of  notice.
     c.     Reading  of  minutes  of  preceding  meeting.
     d.     Reports  of  Officers.
     e.     Reports  of  Committees.
     f.     Election  of  Directors.
     g.     Unfinished  Business.
     h.     New  Business.


SECTION  10.  INFORMAL  ACTION  BY  STOCKHOLDERS.

     Unless  otherwise  provided by law, any action required to be taken, or any
other  action which may be taken, at a meeting of the stockholders, may be taken
without  a  meeting  if a consent in writing, setting forth the action so taken,
shall  be signed by all of the stockholders entitled to vote with respect to the

                                       23


subject matter thereof. Unless otherwise provided by law, any action required to
be  taken,  or  any  other  action  which  may  be  taken,  at  a meeting of the
stockholders,  may  be  taken without a meeting if a consent in writing, setting
forth  the  action  so  taken,  shall  be  signed  by  a  Majority of all of the
stockholders  entitled to vote with respect to the subject matter thereof at any
regular  meeting  called on notice, and if written notice to all shareholders is
promptly  given  of  all  action  so  taken.

SECTION  11.  BOOKS  AND  RECORDS.

     The  Books,  Accounts,  and  Records  of  the corporation, except as may be
otherwise  required  by  the laws of the State of Nevada, may be kept outside of
the  State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the  stock  ledgers, shall be open to the inspection of the stockholders, and no
stockholder  shall  have any right to inspect any account or book or document of
this  Corporation,  except  as  conferred  by  law  or  by  resolution  of  the
stockholders  or  directors. In the event such right of inspection is granted to
the  Stockholder(s)  all  fees associated with such inspection shall be the sole
expense  of  the  Stockholder(s)  demanding the inspection. No book, account, or
record  of  the  Corporation  may be inspected without the legal counsel and the
accountants  of the Corporation being present. The fees charged by legal counsel
and  accountants to attend such inspections shall be paid for by the Stockholder
demanding  the  inspection.

                                   ARTICLE III
                               BOARD OF DIRECTORS

SECTION  1.  GENERAL  POWERS.

     The  business  and affairs of the corporation shall be managed by its board
of  directors.  The  directors  shall  in all cases act as a board, and they may
adopt  such  rules  and  regulations  for  the conduct of their meetings and the
management  of  the  corporation, as they may deem proper, not inconsistent with
these  by-laws  and  the  laws  of  this  State.

SECTION  2.  NUMBER,  TENURE,  AND  QUALIFICATIONS.

     The  number  of  directors of the corporation shall be a minimum of one (l)
and  a  maximum  of  nine  (7),  or  such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been  elected  and  qualified.

SECTION  3.  REGULAR  MEETINGS.

     A regular meeting of the directors, shall be held without other notice than
this  by-law  immediately after, and at the same place as, the annual meeting of
stockholders.  The  directors may provide, by resolution, the time and place for
holding  of  additional  regular  meetings  without  other  notice  than  such
resolution.

SECTION  4.  SPECIAL  MEETINGS.

     Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings  of  the directors may fix the place for holding any special meeting of
the  directors  called  by  them.

SECTION  5.  NOTICE.

     Notice  of  any  special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director  at  his business address. If mailed, such notice shall be deemed to be
delivered  when  deposited  in the United States mail so addressed, with postage
thereon  prepaid.  The  attendance of a director at a meeting shall constitute a
waiver  of notice of such meeting, except where a director attends a meeting for
the  express purpose of objecting to the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.

SECTION  6.  QUORUM.

     At  any  meeting  of  the  directors  fifty (50) percent shall constitute a
quorum  for the transaction of business, but if less than said number is present
at  a  meeting, a majority of the directors present may adjourn the meeting from
time  to  time  without  further  notice.

                                       24


SECTION  7.  MANNER  OF  ACTING.

     The  act  of  the majority of the directors present at a meeting at which a
quorum  is  present  shall  be  the  act  of  the  directors.

SECTION  8.  NEWLY  CREATED  DIRECTORSHIPS  AND  VACANCIES.

     Newly  created  directorships  resulting  from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of  directors  without  cause  may  be  filled  by a vote of the majority of the
directors  then  in  office,  although  less  than  a  quorum  exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote  of  the  stockholders.  A  director  elected  to  fill a vacancy caused by
resignation,  death or removal shall be elected to hold office for the unexpired
term  of  his  predecessor.

SECTION  9.  REMOVAL  OF  DIRECTORS.

     Any  or  all  of  the  directors  may  be  removed for cause by vote of the
stockholders  or  by action of the board. Directors may be removed without cause
only  by  vote  of  the  stockholders.

SECTION  10.  RESIGNATION.

     A  director  may  resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the  notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make  it  effective.

SECTION  11.  COMPENSATION.

     No  compensation  shall  be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each  regular  or special meeting of the board may be authorized. Nothing herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
corporation  in  any  other  capacity  and  receiving  compensation  therefor.

SECTION  12.  EXECUTIVE  AND  OTHER  COMMITTEES.

     The board, by resolution, may designate from among its members an executive
committee  and  other  committees, each consisting of one (l) or more directors.
Each  such  committee  shall  serve  at  the  pleasure  of  the  board.

                                   ARTICLE IV
                                    OFFICERS

SECTION  1.  NUMBER.

     The  officers  of the corporation shall be the president, a secretary and a
treasurer,  each  of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the  directors.

SECTION  2.  ELECTION  AND  TERM  OF  OFFICE.

     The  officers  of  the  corporation to be elected by the directors shall be
elected  annually  at  the first meeting of the directors held after each annual
meeting  of the stockholders. Each officer shall hold office until his successor
shall  have  been  duly  elected  and shall have qualified or until his death or
until  he  shall  resign  or  shall  have been removed in the manner hereinafter
provided.  In the event that no election of officers be held by the directors at
that  time,  the  existing  officers  shall  be deemed to have been confirmed in
office  by  the  directors.

SECTION  3.  REMOVAL.

     Any  officer  or agent elected or appointed by the directors may be removed
by  the  directors  whenever  in  their  judgement  the  best  interest  of  the
corporation would be served thereby, but such removal shall be without prejudice
to  contract  rights,  if  any,  of  the  person  so  removed.

SECTION  4.  VACANCIES.

     A  vacancy  in  any  office  because  of  death,  resignation,  removal,
disqualification  or otherwise, may be filled by the directors for the unexpired
portion  of  the  term.

                                       25


SECTION  5.  PRESIDENT.

     The  president  shall be the principal executive officer of the corporation
and,  subject  to  the  control of the directors, shall in general supervise and
control  all  of  the  business  and  affairs of the corporation. He shall, when
present,  preside  at  all meetings of the stockholders and of the directors. He
may  sign,  with  the  secretary  or any other proper officer of the corporation
thereunto  authorized  by  the  directors,  certificates  for  shares  of  the
corporation,  any deeds, mortgages, bonds, contracts, or other instruments which
the  directors  have  authorized  to  be  executed,  except  in  cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or  shall  be required by law to be otherwise signed or executed; and in general
shall  perform  all  duties  incident  to the office of president and such other
duties  as  may  be  prescribed  by  the  directors  from  time  to  time.

SECTION  6.  CHAIRMAN  OF  THE  BOARD.

     In  the absence of the president or in the event of his death, inability or
refusal  to act, the chairman of the board of directors shall perform the duties
of  the  president,  and  when  so  acting,  shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors  shall  perform such other duties as from time to time may be assigned
to  him  by  the  directors.

SECTION  7.  SECRETARY.

     The  secretary  shall  keep  the  minutes  of  the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices  are duly given in accordance with the provisions of these by-laws or as
required,  be  custodian  of  the  corporate  records  and  of  the  seal of the
corporation  and  keep a register of the post office address of each stockholder
which  shall  be  furnished  to  the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the  duties  incident  to  the office of secretary and such other duties as from
time  to  time  may  be  assigned  to  him by the president or by the directors.

SECTION  8.  TREASURER.

     If  required  by  the  directors,  the  treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the  directors  shall  determine.  He  shall  have  charge and custody of and be
responsible  for  all  funds and securities of the corporation; receive and give
receipts  for  moneys  due  and  payable  to  the  corporation  from  any source
whatsoever,  and  deposit all such moneys in the name of the corporation in such
banks,  trust companies or other depositories as shall be selected in accordance
with  these  by-laws  and  in  general perform all of the duties incident to the
office  of  treasurer and such other duties as from time to time may be assigned
to  him  by  the  president  or  by  the  directors.

SECTION  9.  SALARIES.

     The  salaries  of  the  officers  shall  be  fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of  fact  that  he  is  also  a  director  of  the  corporation.

                                    ARTICLE V
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION  1.  CONTRACTS.

     The  directors  may  authorize  any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on  behalf  of the corporation, and such authority may be general or confined to
specific  instances.

SECTION  2.  LOANS.

     No  loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the  directors. Such authority may be general or confined to specific instances.

SECTION  3.  CHECKS,  DRAFTS,  ETC.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by  such  officer  or  officers,  agent or agents of the corporation and in such
manner  as shall from time to time be determined by resolution of the directors.

                                       26


SECTION  4.  DEPOSITS.

     All funds of the corporation not otherwise employed shall be deposited from
time  to time to the credit of the corporation in such banks, trust companies or
other  depositories  as  the  directors  may  select.

                                   ARTICLE VI
                                   FISCAL YEAR

     The fiscal year of the corporation shall begin on the 1st day of January in
each  year,  or  on  such  other  day  as  the  Board  of  Directors  shall fix.

                                   ARTICLE VII
                                    DIVIDENDS

     The  directors  may from time to time declare, and the corporation may pay,
dividends  on  its  outstanding  shares  in  the  manner  and upon the terms and
conditions  provided  by  law.

                                  ARTICLE VIII
                                      SEAL

     The  directors  may  provide  a  corporate  seal which shall have inscribed
thereon  the  name  of  the  corporation,  the  state  of incorporation, year of
incorporation  and  the  words,  "Corporate  Seal".

                                   ARTICLE IX
                                WAIVER OF NOTICE

     Unless  otherwise  provided  by  law, whenever any notice is required to be
given  to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof  in  writing,  signed  by the person or persons entitled to such notice,
whether  before  or after the time stated therein, shall be deemed equivalent to
the  giving  of  such  notice.


                                    ARTICLE X
                                   AMENDMENTS

     These  by-laws  may  be altered, amended or repealed and new by-laws may be
adopted  in  the  same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued  and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting  when  the  proposed  amendment  has  been set out in the notice of such
meeting.


                                  CERTIFICATION

     THE  SECRETARY  of the Corporation hereby certifies that the foregoing is a
true  and  correct  copy  of  the  By-Laws of the Corporation named in the title
thereto  and  that  such  By-Laws were duly adopted by the Board of Directors of
said  Corporation  on  the  date  set  forth  below.

EXECUTED,  AND  CORPORATE  SEAL  AFFIXED,  this  day  of  December  16,  1997.


                                /s/J. Dan Sifford
                                 J. Dan Sifford
                                    Secretary

                                       27


--------------------------------------------------------------------------------
                                   EXHIBIT 3.3

                           ARTICLES OF INCORPORATION:

                              DP EXPLORATION CORP.
                              A NEVADA CORPORATION
--------------------------------------------------------------------------------

                                       28


                            ARTICLES OF INCORPORATION
                                       OF
                              DP EXPLORATION CORP.



     ARTICLE  I.  The  name  of  the  Corporation  is  DP  EXPLORATION  CORP.

     ARTICLE  II.  Its principal and registered office in the State of Nevada is
774  Mays  Boulevard, Suite 10, Incline Village NV 89451. The initial registered
agent  for  services of process at that address is N&R Ltd. Group, Inc. a Nevada
Corporation.

     ARTICLE  III.  The  purposes  for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada  or  of  the  United  States  of  America. The period of existence of the
corporation  shall  be  perpetual.

     ARTICLE  IV.  The corporation shall have authority to issue an aggregate of
One  Hundred  Million  (100,000,000) shares of common voting equity stock of par
value  one mil ($0.001) per share, and no other class or classes of stock, for a
total  capitalization  of  $100,000. The corporation's capital stock may be sold
from  time  to  time  for  such  consideration  as  may be fixed by the Board of
Directors, provided that no consideration so fixed shall be less than par value.

     ARTICLE  V.  No  shareholder  shall  be  entitled  to  any  preemptive  or
preferential  rights  to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder  possess  cumulative  voting rights at any shareholders meeting, for
the  purpose  of  electing  Directors,  or  otherwise.

     ARTICLE  VI. The affairs of the corporation shall be governed by a Board of
Directors  of  not less than one (1) nor more than (7) persons. The Incorporator
William  Stocker, Attorney at Law, 219 Broadway Suite 261, Laguna Beach CA 92651
shall  serve  as  sole  initial  director.

     ARTICLE  VII. The Capital Stock, after the amount of the subscription price
or  par  value,  shall  not  be  subject  to  assessment to pay the debts of the
corporation,  and  no  stock  issued,  as  paid  up, shall ever be assessable or
assessed.

     ARTICLE  VIII.  The  initial By-laws of the corporation shall be adopted by
its  Board  of  Directors.  The  power to alter, amend or repeal the By-laws, or
adopt  new  By-laws,  shall  be  vested  in  the  Board  of Directors, except as
otherwise  may  be  specifically  provided  in  the  By-laws.

     ARTICLE  IX. The name and address of the Incorporator (Initial Director) of
the  corporation  is  William  Stocker,  219 Broadway Suite 261, Laguna Beach CA
92651


     I  THE  UNDERSIGNED,  being  the  Incorporator  hereinbefore  named for the
purpose  of  forming  a  corporation pursuant the General Corporation Law of the
State  of  Nevada,  do  make  and  file  these Articles of Incorporation, hereby
declaring  and certifying that the facts herein stated are true, and accordingly
have  set  my  hand  hereunto  this  Day,  March  1,  2001.



                               /s/William Stocker
                                 William Stocker
                                 Attorney at Law
                                  Incorporator

                                       29


--------------------------------------------------------------------------------
                                  EXHIBIT 10.1

                                LICENSE AGREEMENT
--------------------------------------------------------------------------------

                                       30


                         TECHNOLOGY LICENSING AGREEMENT

     THIS  AGREEMENT  is  entered  into  effective  as of March 07, 2001, by and
between  DP  CHARTERS,  INC.  (hereinafter  referred  to  as  the "Company"), DP
EXPLORATION,  INC.  (hereinafter  referred  to  as the "Licensee") and TRILUCENT
TECHNOLOGIES,  INC.,  (hereinafter  referred  to  as  the  "Licensor").

                                    RECITALS

     WHEREAS,  the Licensor (a Nevada Corporation) is the co-inventor of certain
patents  relating  to  oil  and  gas  exploration,  and,

     WHEREAS,  the  Company  (a  Nevada Corporation) and Licensor (the Company's
wholly  owned  subsidiary) shall acquire the Licensor's rights and claims to the
mutual  patents  for certain geographical areas for common, restricted shares in
the  Company,  and,

     WHEREAS,  the  undersigned  have  the approval of their respective board of
directors to acquire said license and have the authority to issue shares for the
same,  and,

     WHEREAS,  the  undersigned  represents that they are the rightful owners of
said  patents,  which  are free of any encumbrance, and possess the authority to
transfer  all  rights  and  claims;

     NOW,  THEREFORE  the  parties  hereto  agree  as  follows:

1.     CONSIDERATION.   In  consideration  for  the foregoing, the Licensor will
receive  5,000,000  (five million) post-split shares of the Company's restricted
common  stock.

     2.   TERMS  OF LICENSE.  The license shall cover a period of 10 (ten) years
from  the  date  hereof  and  will  grant  licensee  exclusive rights to use the
technology  for oil and gas exploration within the national boundaries of Canada
and  China.  Further,  the Licensor will be entitled to an overriding royalty of
3%  (three percent) of all gross revenues derived from the production of oil and
gas  that  was  discovered  utilizing  the  Licensor's  technology.

                                       31


     3.     EXCLUSIVITY.   The Licensor warrants and represents that the license
described herein shall be exclusive to the licensee and/or its assigns and shall
be  limited  to  oil  and  gas  exploration.

     4.     NOTICE  OF  TRANSFER.   Upon  payment as hereby described above, the
Escrow  Agent,  shall,  as  soon  as  practicable,  deliver  the  Stock, as duly
purchased,  to  the  Company's  transfer  Agent for transfer and delivery to the
Licensor.

     5.     NON-PUBLIC  NATURE  OF  TRANSACTION.  The terms of this sale did not
involve any public solicitation or advertisement and was privately negotiated on
an  arms-length basis. These shares are acquired for investment purposes for the
Licensor's  own  account and not for public distribution.  This sale will not be
assigned  or  distributed  except  in compliance with the Securities Act of 1933
(the  "Act")  or  an  exemption  therefrom.

     6.     CONFIDENTIALITY.   The Parties hereby agree to keep confidential all
proprietary  information. The parties furthermore agree to keep confidential any
and  all  names,  telephone  or  telex numbers, and any other matters considered
confidential  arising  from  this  Agreement.

     7.     NOTICES.   Any  notices  required  or  permitted  are  to  be  given
hereunder  shall  be  sufficient  if  mailed, postage prepaid, to the respective
parties  at  the  addresses  set  forth  below.

     8.     CONSTRUCTION.   This agreement shall be construed and interpreted in
accordance  with  the  laws  of  the  State  of  Nevada.

     9.     DEFAULT.   In  event  of  any  default hereunder, the non-defaulting
party  shall  be  entitled  to  reimbursement  of all costs including reasonable
attorneys  fees,  incurred  in enforcing this agreement, whether with or without
suit.

     10.     FURTHER ASSURANCES.   At any time, and from time to time, after the
execution  hereof,  each party will execute such additional instruments and take
such  action  as  may  be  reasonably requested by the other party to confirm or
perfect  title  to  any property transferred hereunder or otherwise to carry out
the  intent  and  purposes  of  this  Agreement.

     11.     COUNTERPARTS.   This  Agreement  may  be  executed in any number of
counterparts,  all  of  which  shall  constitute  one  and  the  same Agreement.

                                       32


     12.     BINDING EFFECT.   This Agreement shall be binding upon and inure to
the  benefit  of the respective parties and their heirs, successors and assigns.


     IN  WITNESS  WHEREOF,  the  parties  have  executed  this  agreement  to be
effective  as  of  the  day  and  year  first  above  written.

TRILUCENT  TECHNOLOGIES,  INC.                    DP  EXPLORATION  CORP.


/s/Jerry Witte                         /s/Peter Zouvas
JERRY  WITTE                              PETER  A.  ZOUVAS
PRESIDENT                              PRESIDENT



/s/George Hennessy                     /s/David Stevenson
GEORGE  HENNESSY                         DAVID  STEVENSON
SECRETARY                              SECRETARY


                                   DP  CHARTERS,  INC.


/s/Kirt James
KIRT  JAMES
PRESIDENT

                                       33


--------------------------------------------------------------------------------
                                  EXHIBIT 10.2

                        PLAN OF RESCISSION AND UNWINDING
--------------------------------------------------------------------------------

                                       34


                        PLAN OF RESCISSION AND UNWINDING
                                     BETWEEN
                                DP Charters, Inc.
                             (a nevada corporation)
                                       AND
                          TriLucent Technologies, Inc.
                             (a nevada corporation)
          For the purpose of unwinding the former acquisition agreement

     This Rescission is made effective immediately upon signing, to be effective
as  of  February  26,  2001.


                                  I.  Recitals

A.  The  Parties  to  this  Agreement

     1.  DP  Charters,  Inc.  ("the  Public  Company")  is a Nevada Corporation.

     2.  TriLucent Technologies ("the Private Company") is a Nevada Corporation.

B.  The Decision to Unwind  The Parties having previously agreed to that certain
Plan  of Reorganization and Acquisition of November 29, 2000; and having therein
resolved,  accordingly,  to the acquisition of the Private Company by the Public
Company;  and  the  parties  having  come  mutually  to the realization that the
acquisition  does not serve their respective corporate interests; now therefore,
the  parties  have  resolved  to rescind and unwind that transaction amicably by
mutual  agreement.  The  acquisition did not close and never occurred; such that
the  parties  have not engaged in any exchange of shares or other consideration,
and  have  no  outstanding  claims,  either  against  the  other.

                II.  Plan of Rescission and Unwinding Acquisition

A.  Rescission  of  Agreement:  The Public Company and the Private Company agree
that  certain  Plan of Reorganization and Acquisition between and among them, of
November 29, 2000, shall be and is hereby cancelled, rescinded and of no further
effect.

B.  Restitution and Unwinding: The Parties hereby agree that the transaction did
not  close, that no shares were exchanged pursuant to the now-rescinded Plan, or
otherwise,  and that the parties stand, immediately following the rescission, in
substantially  the  same position as before; such that no claims of restitution,
or  other  claims  are or shall be made by either against the other by reason of
the  transaction  as  intended  or  as  rescinded.  This rescission is agreed to
amicably  and  in  good  faith.

     1.  Further  Assurance,  Good  Faith and Fair Dealing: The Parties, and the
Directors  of  each  Company,  shall  and  will  execute and deliver any and all
necessary  documents, acknowledgments and assurances and do all things proper to
confirm  or  acknowledge  any  and  all  rights, titles and interests created or
confirmed  herein;  and  both  companies covenant hereby to deal fairly and good
faith  with  each  other  and  each  others  shareholders.

     2.  Mutual  Non-Disparagement:  The  Parties hereby expressly covenant that
they  have no need or reason to, and shall not, disparage or impugn each other's
business  or  personal  reputations, nor their officers, directors, employees or
consultants. The following statement is true and shall not be deemed in conflict
with this covenant: "Cancellation of the acquisition is in the best interests of
existing  shareholders.  The lack of a mutual cohesive business strategy amongst
the  senior  managers  would  surely  result  in  operational  disappointment."

     3.  Mutual  Hold-Harmless:  The  Parties  agree that each corporation shall
hold  the  other  harmless  with respect to claims by the shareholders of either
against  the other. The former and reconstituted Last Company Clothing will hold
TriLucent  harmless against claims by shareholders of Last Company Clothing, and
TriLucent  will hold the former and reconstituted Last Company Clothing harmless
against  claims  by  shareholders  of  TriLucent.  The  parties  intend  by this
agreement  to  completely settle their relationships, as between each other, and
each other's officers, directors, employees or consultants, and by this covenant
they  so  affirm.

                                       35


     C.  Miscellaneous  Provisions

 1.  This  Agreement  may  be executed simultaneously in two or more counterpart
originals.  The  parties  can  and may rely upon facsimile signatures as binding
under  this Agreement, however, the parties agree to forward original signatures
to  the other parties as soon as practicable after the facsimile signatures have
been  delivered.

 2.  The  Parties  to this agreement have no wish to engage in costly or lengthy
litigation  with each other. Accordingly, any and all disputes which the parties
cannot  resolve  by  agreement  or  mediation,  shall  be  submitted  to binding
arbitration  under  the  rules  and  auspices  of  the  American  Arbitration
Association, as a further incentive to avoid disputes, each party shall bear its
own  costs,  with  respect  thereto,  and with respect to any proceedings in any
court  brought  to  enforce or overturn any arbitration award. This provision is
expressly intended to discourage litigation and to encourage orderly, timely and
economical  resolution  of  any  disputes  which  may  occur.

 3.  If any provision of this Agreement or the application thereof to any person
or  situation  shall  be  held  invalid  or  unenforceable, the remainder of the
Agreement  and  the application of such provision to other persons or situations
shall  not  be  effected thereby but shall continue valid and enforceable to the
fullest  extent  permitted  by  law.

 4.  No  waiver  by  any  party  of  any occurrence or provision hereof shall be
deemed  a  waiver  of  any  other  occurrence  or  provision.

 5.  The  parties acknowledge that both they and their counsel have reviewed and
revised  this  agreement  and  that the normal rule of construction shall not be
applied  to  cause  the  resolution  of  any  ambiguities  against  any  party
presumptively.  The  Agreement  shall be governed by and construed in accordance
with  the  laws  of  the  State  of  Nevada.

     This Agreement is executed on behalf of each Company by its duly authorized
representatives,  and  attested to, pursuant to the laws of its respective place
of  incorporation  and  in  accordance  with  its  constituent  documents.

DP  Charters,  Inc.                               TriLucent  Technologies,  Inc.
(a  Nevada  corporation)                                (a  Nevada  corporation)

    by                                                                    by


/s/Kirt  W.  James                                               /s/Jerry  Witte
Kirt  W.  James                                                     Jerry  Witte
president,  director                                         chairman,  director



/s/J.  Dan  Sifford                                         /s/George  Hennessey
J.  Dan  Sifford                                               George  Hennessey
secretary,  director                                        secretary,  director

                                       36


--------------------------------------------------------------------------------
                                  EXHIBIT FK-00

                          AUDITED FINANCIAL STATEMENTS:
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------

                                       37


                               D P CHARTERS, INC.
                          (a Development Stage Company)
                              FINANCIAL STATEMENTS
                           December 31, 2000 and 1999

                                       38


                                C O N T E N T S



Independent  Auditor's  Report                                               3

Balance  Sheets                                                              4

Statements  of  Operations                                                   5

Statements  of  Stockholders'  Equity  .                                     6

Statements  of  Cash  Flows                                                  7

Notes  to  the  Financial  Statements  .                                     8

                                       39


                          INDEPENDENT AUDITOR'S REPORT


To  the  Board  of  Directors  and  Stockholders  of
D  P  Charters,  Inc.

We  have  audited  the  accompanying  balance  sheets  of  D P Charters, Inc. (a
Development  Stage  Company)  as  of  December 31, 2000 and 1999 and the related
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended  December  31,  2000  and  1999 and from    inception on December 18, 1997
through December 31, 2000.  These financial statements are the responsibility of
the  Company's management.  Our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits 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  D  P  Charters,  Inc. (a
Development  Stage  Company)  as  of  December 31, 2000 and 1999 and the related
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended  December  31,  2000  and  1999  and  from  inception on December 18, 1997
through  December  31,  2000  in  conformity  with generally accepted accounting
principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements,  the  Company  has  no  operations  and is dependent upon
financing  to  continue operations.  These factors raise substantial doubt about
its  ability  to  continue  as a going concern.  Management's plans in regard to
these matters are also described in the Note 2.  The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.

/s/Chisholm & Associates
Chisholm & Associates
Salt  Lake  City,  Utah
January  23,  2001

                                       40


                               D P CHARTERS, INC.
                          (a Development Stage Company)
                                  Balance Sheets

                                     ASSETS

                                                      December  31,
                                              2000                     1999
--------------------------------------------------------------------------------

Current  assets
   Cash                                   $     996              $           996
   Notes  Receivable  (Note  6)                 600                            0
                                          --------------------------------------
      Total  Assets                       $   1,596              $           996
                                          ======================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current  Liabilities
   Accounts  Payable  (Note 4)            $  31,980              $             0
                                          --------------------------------------
   Total  Liabilities                        31,980                            0
                                          --------------------------------------

Stockholders'  Equity
   Common  Stock,  authorized
     100,000,000  shares  of  $.001  par  value,
     issued  and  outstanding  38,330,000  and
     138,280,000,  respectively              38,330                      138,280
   Additional  Paid  in  Capital            194,770                       94,820
   Less:  Subscriptions  Receivable               0                        (600)
   Deficit  Accumulated  During  the
     Development  Stage                    (263,484)                   (231,504)
                                           -------------------------------------

       Total  Stockholders' Equity          (30,384)                         996
                                            ------------------------------------
Total Liabilities and Stockholders' Equity  $ 1,596                    $     996

    The accompanying notes are an integral part of these financial statements

                                       41


                               D P CHARTERS, INC.
                          (a Development Stage Company)
                            Statements of Operations


<TABLE>
<CAPTION>
<S>                              <C>               <C>                <C>                     <C>
                                                                                                    From
                                                                                               Inception  on
                                   For  the Year       For the  Year         For the Year      December  18,
                                       Ended             Ended                 Ended          1997  through
                                   December  31,      December  31,      December  31,        December  31,
                                      2000               1999               1998                   2000
------------------------------------------------------------------------------------------------------------

Revenues:                         $     5,000      $            0     $             0          $       5,000

Expenses:

General & Administrative              (36,980)            (27,825)           (191,527)             (256,484)
                                ----------------------------------------------------------------------------
          Total  Expenses             (36,980)            (27,825)           (191,527)             (256,484)
                                ----------------------------------------------------------------------------
Net (Loss) Before Cumulative
Effect of Accounting  Change          (31,980)            (27,825)           (191,527)             (251,484)
                                ----------------------------------------------------------------------------
Cumulative Effect of Accounting Change      0             (12,000)                  0               (12,000)
                                ----------------------------------------------------------------------------
Net  (Loss)                     $     (31,980)      $     (39,825)     $     (191,527)       $     (263,484)
                                ============================================================================
Net (Loss) Per Share:
Loss before cumulative effect
of  accounting change                       0                   0                   0                     0

Cumulative Effect of Accounting  Change     0                   0                   0                     0
                                ---------------------------------------------------------------------------
Net  (Loss) Per Share           $           0       $           0      $            0        $            0
                                ===========================================================================
Weighted average shares outstanding   133,282,500     136,710,750         131,360,000           133,907,042
                               ============================================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       42


                               D P CHARTERS, INC.
                          (a Development Stage Company)
                        Statement of Stockholders' Equity

<TABLE>
<CAPTION>
<S>                                 <C>            <C>               <C>            <C>               <C>
                                                                     Additional                           Deficit
                                                                       Paid-in                          Accumulated
                                                                        Capital                        During  the
                                          Common  Stock             (Discount  on   Subscriptions       Development
                                      Shares          Amount            Stock)        Receivable            Stage
-----------------------------------------------------------------------------------------------------------------

Balance at beginning of development
stage-December 18, 1997                       0   $             0    $          0    $           0   $         0

Shares issued for
organizational costs                100,000,000           100,000         (80,000)               0             0

Shares issued for cash at $.03125
per  share                           19,040,000            19,040          99,960                0             0

Net loss December 31, 1997                    0                 0               0                0         (152)
                                    ----------------------------------------------------------------------------
Balance,  December  31,  1997       119,040,000           119,040          19,960                0         (152)

Shares  issued  for  cash  at  $.03125
per share                            12,960,000            12,960          68,040                0             0

Net  loss  December  31,  1998                0                 0               0                0     (191,527)
                                    ----------------------------------------------------------------------------
Balance,  December  31,  1998       132,000,000           132,000          88,000                0     (191,679)

Shares  issued  for  subscription
 receivable at $.10 per share            30,000                30            570              (600)           0

Shares  issued  for  services  at  $.01
 per  share                           6,250,000             6,250          6,250                 0            0

Net  loss  December  31,  1999                0                 0              0                 0     (39,825)
                                    ---------------------------------------------------------------------------
Balance,  December  31,  1999       138,280,000           138,280         94,820              (600)   (231,504)

Shares  cancelled                   (99,950,000)          (99,950)        99,950                 0           0
Converted  to notes receivable                0                 0              0               600           0

Net  loss  December  31,  2000                0                 0              0                 0    (31,980)
                                     -------------------------------------------------------------------------
Balance,  December  31,  2000        38,330,000         $  38,330   $    194,770      $          0 $ (263,484)
                                     =========================================================================
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       43


                               D P CHARTERS, INC.
                          (a Development Stage Company)
                             Statement of Cash Flows

<TABLE>
<CAPTION>
<S>                                  <C>                 <C>              <C>                 <C>
                                                                                                    From
                                                                                               Inception  on
                                       For the Year      For the Year       For the Year         December18,
                                          Ended              Ended             Ended            1997  through
                                      December  31,      December  31,      December  31,      December  31,
                                          2000               1999               1998                2000
-------------------------------------------------------------------------------------------------------------
Cash  Flows  form  Operating  Activities

     Net  loss                    $     (31,980)     $     (39,825)     $       (191,527)     $     (263,484)
     Adjustments  to  reconcile
       net  loss  to  net  cash
       provided  by  operations
     Amortization                             0             16,000                 4,000               20,000
     Shares  issued for services              0             12,500                     0               12,500
     Increase  in  Payables              31,980                  0                     0               31,980
                                      -----------------------------------------------------------------------
Net  Cash  Flows  used  in
 Operating  Activities                        0            (11,325)             (187,527)           (199,004)

Cash  Flows  from  Investment  Activities:    0                  0                     0                   0
                                       ---------------------------------------------------------------------
Cash  Flows  from  Financing  Activities:

Proceeds  from  Issuance  of  stock           0                  0                81,000             200,000
                                      ----------------------------------------------------------------------
Net  increase  (decrease)  in  cash           0            (11,325)             (106,527)                996
                                      ----------------------------------------------------------------------
Cash,  beginning  of  year                  996             12,321               118,848                   0
                                      ----------------------------------------------------------------------
Cash,  end  of  year                  $     996          $     996          $     12,321        $        996
                                      ======================================================================
Supplemental  Cash  Flow  Information
   Cash  Paid  for:
     Interest                         $       0          $       0          $          0        $          0
     Taxes                            $       0          $       0          $          0        $          0
</TABLE>

Supplemental  Non-cash  Disclosure:

In  1997, the shareholders paid $20,000 of organizational costs for the Company.
The Company reimbursed the $20,000 by issuing 20,000,000 shares of common stock.

In 1999, the Company issued 1,250,000 of its common stock for services valued at
$12,500.

In  2000,  the  Company's  shareholders returned 99,950,000 shares of its common
stock.  These  shares  were  then  cancelled  by  the  Company.

In  2000,  the  Company  converted  the  $600 subscription receivable to a notes
receivable.

    The accompanying notes are an integral part of these financial statements

                                       44


                               D P CHARTERS, INC.
                          (a Development Stage Company)
                       Notes to The  Financial Statements
                           December 31, 2000 and 1999

NOTE  1  -  Summary  of  Significant  Accounting  Policies

     a.  Organization

     D  P  Charters,  Inc., ("the Company") is a Nevada corporation organized on
December  18,  1997.  The  Company was formed to provide a charter yacht service
from  the Dana Point harbor located in Dana Point, Orange County, California but
operations  never commenced.  It is the intent of management to raise capital in
order  to  secure  business  operations.

     b.  Accounting  Method

     The  Company  recognizes  income  and  expenses  on  the  accrual  basis of
accounting.

     c.  Earnings  (Loss)  Per  Share

          The  computation of earnings per share of common stock is based on the
weighted  average  number     of shares outstanding at the date of the financial
statements.

     d.  Cash  and  Cash  Equivalents

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

     e.  Provision  for  Income  Taxes

     No provision for income taxes has been recorded due to net operating losses
totaling  approximately  $263,484  that  will  be  offset against future taxable
income.  These  NOL  carryforwards  begin  to  expire  in the year 2012.  No tax
benefit  has  been  reported  in  the  financial  statements because the Company
believes  there  is a 50% or greater chance the carryforward will expire unused.
Accordingly,  per  FASB  109 the potential tax benefits of the loss carryforward
are  offset  by  the  valuation  of  the  same  amount.

    Deferred  tax assets and the valuation account is as follows at December 31,
2000  and  1999.

                                                        December  31,
                                                 2000                 1999
                                         --------------------------------------
     NOL carrryforward                    $     86,000          $        78,710
     Valuation  allowance                      (86,000)                (78,710)
                                          ------------------------------------
     Total                                $          0          $            0
                                          =====================================

     f.   Organizational  Costs

   In  1997, the shareholders paid $20,000 in organizational costs.  The Company
reimbursed  the  shareholders  by  issuing  20,000,000 shares of common stock at
$.001  par  value.  These  costs  were being amortized on a straight-line method
over  a  60 month period beginning January 1, 1998, however, during January 1999
the  remaining balance was written off in connection with a change in accounting
principle  (See  Note  5).  These costs will be recovered only if the Company is
able  to  generate  a  positive  cash  flow  from  operations.

                                       45


                               D P CHARTERS, INC.
                          (a Development Stage Company)
                       Notes to The  Financial Statements
                           December 31, 2000 and 1999

NOTE  1  -  Summary  of  Significant  Accounting  Policies  (continued)

     g.   Use  of  estimates


   The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts  of  assets  and liabilities, disclosure of contingent
assets  and liabilities at the date of the financial statements and revenues and
expenses  during  the reporting period.  In these financial statements and other
assets  involve  extensive  reliance  on management's estimates.  Actual results
could  differ  from  those  estimates.

NOTE  2  -  Going  Concern

     The  accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company is dependent upon raising
capital  to  continue  operations.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome of this uncertainty.  It is
management's  plan  to  raise additional funds to begin its intended operations.

NOTE  3  -  Development  Stage  Company

     The  Company  is  a  development  stage  company  as  defined  in Financial
Accounting  Standards  Board Statement No. 7.  It is concentrating substantially
all  of its efforts in raising capital and developing its business operations in
order  to  generate  significant  revenues.

NOTE  4  -  Related  Party  Transactions

During  1999,  $10,000  was  paid  in  consulting  fees  to  a  company owned by
shareholders  of  the  Company.

During 1999, shareholders loaned the Company $13,000.  The Company made payments
of  $13,000  on these loans and the balance payable at December 31, 1999 is $ 0.

     During 2000, the Company incurred $31,980 of professional fees payable to a
shareholder.

NOTE  5  -  Change  in  Accounting  Principles

During  the  year  ended  December  31,  1999, the Company changed its method of
amortization  of  organizational  costs in accordance with SOP 98-5 and expensed
the remaining balance.  The effect of this change was to decrease net income for
the  year  ended  December  31,  1999  by  $12,000  ($0.00  per  share).

NOTE  6  -  Stockholders'  Equity

In  January  1999,  the  Company  issued  6,000 shares of its common stock for a
subscription  receivable  of  $600.

In  April  1999,  the  Company  issued  1,250,000 shares of its common stock for
services  valued  at  $12,500.

                                       46


                                D P CHARTERS INC.
                          (a Development Stage Company)
                        Notes to The Financial Statements
                           December 31, 2000 and 1999

NOTE  6  -  Stockholders'  Equity  (continued)

     In December 2000, the Company converted the $600 subscription receivable at
December  31,  1999 to a notes receivable.  The note is non-interest bearing and
due  on  February  5,  2001.

     In  December 2000, the Company's shareholders returned 99,950,000 shares of
its  common  stock.  These  shares  were  then  cancelled  by  the  Company.

     In  December  2000,  the  Company authorized a 5 for 1 forward split of its
common  stock.  The
     financial  statements  have  been  retroactively  restated  to  reflect the
forward  split.

Note  7  -  Subsequent  Events

In February 2001, the company announced a plan to reorganize and acquire all the
outstanding common stock of TriLucent Technologies, Inc. However, no shares were
transferred and the acquisition did not close. The agreement has been rescinded,
leaving  both  companies  as  they  were  before  the  agreement.

                                       47