FORM 10-K-SB-A1

                       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

                                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

                    27,656,000 Shares Issued and Outstanding

                                  June 22, 2000

Yes[]   No[x]  (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  12/31/99

     the  aggregate  number  of  shares held by non-affiliates was approximately
7,656,000  shares.

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
27,656,000

                        Exhibit Index is found on page 21

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                                     PART I
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                                  INTRODUCTION

     We  filed  our Registration Statement voluntarily filed pursuant to Section
12(g)  of  the  Securities  Exchange  Act  of  1934, in order to comply with the
requirements  of  National  Association of Securities Dealers for submission for
quotation  on  the  Over the Counter Bulletin Board, often called "OTCBB". As of
this  filing,  that  Registration has become effective but has not cleared final
comments  by  the  Staff  of  the Securities and Exchange Commission. Our common
stock  is  not presently quoted on the OTCBB. Ours common stock is qualified for
listing  over  the  counter  in the NQB "Pink Sheets"; however we do not believe
that  any  of its shares ever traded in brokerage transactions. The requirements
of  the  OTCBB  are  that  the  financial  statements  and information about the
Registrant  be  reported  periodically  to  the  Commission  and  be  and become
information  that  the  public  can access easily. We wish to report and provide
disclosure voluntarily, and will file periodic reports even in the event that we
may  not  remain  required to do so under the Exchange Act. If and when our 1934
Act  Registration  may  be clear of comments by the staff, we Registrant will be
eligible  for  consideration  for  the OTCBB upon submission of one or more NASD
members for permission to publish quotes for the purchase and sale of the shares
of  our  common  stock.

     Our  corporation  may  be the subject of a "Reverse Acquisition". A reverse
acquisition  is  the  acquisition  of  a  private ("Target") company by a public
company,  by  which  the  private  company's shareholders acquire control of the
public  company. While no negotiations are in progress, and no potential targets
have  been  identified,  our  business plan of this Registrant is to find such a
target  or  targets,  and  attempt  to  acquire  them  for  stock. While no such
arrangements or plans have been adopted or are presently under consideration, it
would  be  expected  that  a reverse acquisition of a target company or business
would  be  associated  with  some private placements and/or limited offerings of
common stock of this corporation at that time. Such placements, or offerings, if
and  when  made  or  extended, would be made with disclosure and reliance on the
businesses  and  assets  to  be  acquired,  and  not upon our present condition.


                        ITEM 1.  DESCRIPTION OF BUSINESS.

 (A)  BUSINESS  DEVELOPMENT.

      (1)  FORM  AND  YEAR  OF ORGANIZATION. This Corporation ("the Registrant")
was 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.  The Registrant later expanded its business plan to
include  the  organization  of  scuba dive tours at various world locations. 15,
1999.

     During  October,  November  and  December  of  1997, the conceptual idea of
establishing a charter boat operation in Southern California was discussed among
the  Registrant's  Management,  and  with various friends and acquaintances. The
decision  to form a company to be funded by those in discussion was taken, based
upon  the  expressed  desire  of  the  those  founders  to  fund  the Registrant
initially,  pursuant  to a private placement in reliance on Rule 504. The formal
funding  by  founders  was  memorialized  about  January  of  1998.

     Specifically,  20,000,000  shares were issued at par value to the Principal
Shareholder,  pursuant  to Section 4(2) of the Securities Act of 1933. 6,400,000
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, 6,000

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shares  and 1,250,000 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,  were  applicable, to specific exemptions from
registration  pursuant to State Law. In the judgement of Management, there is no
unresolved  issue  or  potential  issue  of  non-compliance  with  State Laws or
regulation.

     The Registrant had ambitious plans, at that time, to network through travel
agencies, upon observing that none of the notable competitors were so networked.
The  Registrant's  plans  included  the  development  of  networking  with firms
marketing  tour  packages  or  tour  clubs  and  firms  which  could utilize the
Registrant's  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 its use determined. Management
further  planned  to  make  its  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 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  the  common  stock  of  the  Registrant's  achieving acceptance for
quotation  on  the  OTC  Bulletin  Board.  During  1998,  the  Registrant 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, the Registrant's 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. The Registrant's 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  the  Registrant 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 its
financial  statements  with  the  Commission,  and  be accessible to the public.
Accordingly,  the  NASD responded to the final set of Comments by qualifying the
Registrant's  common  stock  for  quotation  on  the Pink Sheets, but not on the
OTCBB.

     As  a  result  of the poor timing of events, from the Registrant's point of
view,  the  Registrant was unable to consummate the acquisition of the boats and
was  forced  to  abandon  its  original  business plan.  After some unsuccessful
efforts  to  launch  operations, the original business plan was abandoned, on or
about  May  15,  1999.

     After abandoning its business plan, it became a company whose business plan
was  to  find  a  profitable  business  combination.  As a practical matter, the
Registrant is required to register its common stock pursuant to Section 12(g) of

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the  1934  Act  and  to pursue acceptance for quotation on the OTCBB if it is to
have  any  chance  to  compete  with  other issuers or registrants, for business
combinations by reverse acquisition. There are no lock-up or shareholder pooling
agreements  between  or  among  shareholders  of this Registrant. All shares are
owned  and controlled independently by the persons to whom they are issued. This
Registrant  has  no  Internet  address.

      (2)  BANKRUPTCY,  RECEIVERSHIP  OR SIMILAR PROCEEDING. None from inception
to  date.

 (B)  BUSINESS  OF  THE  REGISTRANT.  The  Registrant has no present business or
business plan. It is a potential candidate for business combination, most likely
in  the  form  of  a  reverse  acquisition  or  similar  transaction.

     CONSULTANTS.  This  Registrant has only a single consultant, namely its the
United  States  subsidiary  of its principal shareholder, Intrepid International
Ltd., a Nevada Corporation. Information about the Principal Shareholder, and its
Nevada  United  States subsidiary is found later in this Registration Statement.
The  U.S.  management  of  that  subsidiary  serves  as  the  management of this
Registrant.  No  other consultants are presently engaged nor are there any plans
to retain any consultants currently or for the foreseeable future. The Norwegian
consultants  previously  mentioned  were specific to the previous business plan,
now  abandoned,  and  maintain  no  relationship to the Registrant or any of its
affiliates.  It  is,  of  course,  conceivable  that should a target business be
acquired,  one  or  more  consultants may be sought out by the management of the
acquired  entity,  following  a  change of control. As of this time, there is no
basis upon which Management could base anything more than mere speculation as to
what  manner of consultants, what criteria for seeking or selecting consultants,
or  what  term of service any such consultant might require; for the reason that
all  such consideration would be matters before the Management of the Registrant
only  after  a  change of control which would result from a reverse acquisition.
Neither  Management  of  this  Registrant,  nor  the  Principal Shareholder, nor
Officers, nor Directors or affiliates of this Registrant have regularly used any
particular  consultants  on  a  regular  basis.

     NO  PRESENT  ACQUISITION  ACTIVITIES.  This  Registrant  is  not  presently
pursuing  its business plan, for the reason that such activities are not timely.
They are not timely because this Registrant must qualify itself for quotation on
the  Over  the Counter Bulletin Board ("OTCBB") before it can enter the arena of
seeking  any  business  combination  by  reverse  acquisition.  The  process  of
qualifying  for  OTCBB  requires  first  that this registrant become a reporting
company  pursuant  to  this  1934  Act  Registration Statement. The process next
requires  that  a Broker/Dealer make a submission to the National Association of
Securities  Dealers  ("NASD")  for  permission  to  publish  quotations  for the
purchase  and sale of the common stock of this Registrant on the OTCBB. It would
be  the policy of this Registrant to employ a consultant to seek a broker/dealer
to become such a submitting market-maker in the common stock of this Registrant.
Neither  this  Registrant, nor any of its affiliates, are Broker/Dealers or NASD
members.  Since  this  Registrant's common stock is presently quoted on the Pink
Sheets,  it  is  likely  that one or more existing Market-Makers would apply for
up-grade  from  the  Pink  Sheets  to  the  OTCBB, without the necessity of this
Registrant's  employing  any  consultants  therefor.  When and if an NASD member
Broker/Dealer  might  make  such  a  submission to NASD, the Staff of NASD would
evaluate  the  submission  and  the  due  diligence investigation and would make
comments and requests for further information, deemed appropriate to that Staff,
over  a  period  of  some  months, before granting permission for the submitting
Market-Maker  to  begin publishing quotations. Until such time as permission may
be  granted,  no  quotations  would  be published on the OTCBB. While quotations
might  be  published on the Pink Sheets, such quotations do not, in the judgment
of  Management,  constitute  the  basis  for  the  creation or development of an
orderly  trading  market for the common stock of this Registrant. In arriving at
this  opinion,  that  the Pink Sheets do not constitute the equivalent of OTCBB,
Management  must  consider  not  only its own opinion, but its assessment of the
opinions  of  those  with  whom  it  might  evaluate  a  reverse  acquisition.
Accordingly,  Management reports its conclusion that a search for an acquisition
target  is  premature, and that it would remain premature for some months, until
and  unless  the  common  stock  of  this Registrant may be quoted on the OTCBB.

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     GENERAL INFORMATION ABOUT PROBABLE FUTURE ACQUISITIONS. Notwithstanding the
conclusion  and  report  that  searching  for  possible  acquisition  targets is
premature,  the  Registrant  can  and  will  now disclose and report its general
intentions  and  policies,  with  respect  to  probable  future  acquisitions.

     LIMITED  SCOPE AND NUMBER OF POSSIBLE ACQUISITIONS: The Registrant does not
intend  to  restrict  its  consideration  to any particular business or industry
segment,  and  the  Registrant  may  consider, among others, finance, brokerage,
insurance,  transportation,  communications,  research and development, service,
natural  resources,  manufacturing or high-technology. Of course, because of the
Registrant's  limited  resources,  the  scope  and  number of suitable candidate
business  ventures  available  will  be limited accordingly, and most likely the
Registrant  will  not  be  able  to  participate  in more than a single business
venture.  Accordingly, it is anticipated that the Registrant will not be able to
diversify,  but  may  be limited to one merger or acquisition because of limited
financing. This lack of diversification will not permit the Registrant to offset
potential  losses from one business opportunity against profits from another. To
a large extent, a decision to participate in a specific business opportunity may
be made upon management's analysis of the quality of the other firm's management
and  personnel,  the  anticipated  acceptability  of  new  products or marketing
concepts,  the  merit  of technological changes and numerous other factors which
are  difficult,  if  not  impossible,  to analyze through the application of any
objective  criteria.  In  many  instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the potential
for  the  future  because  of  the  necessity to substantially shift a marketing
approach,  expand  operations,  change product emphasis, change or substantially
augment management, or make other changes. The Registrant will be dependent upon
the  management  of  a  business  opportunity  to  identify such problems and to
implement,  or  be  primarily  responsible  for  the implementation of, required
changes. Because the Registrant may participate in a business opportunity with a
newly  organized firm or with a firm which is entering a new phase of growth, it
should  be  emphasized  that  the  Registrant  may incur further risk due to the
failure  of  the  target's  management  to  have  proven  its  abilities  or
effectiveness, or the failure to establish a market for the target's products or
services,  or  the  failure  to  prove  or  predict  profitability.

     LOAN  FINANCING  NOT  ANTICIPATED.  There  are no foreseeable circumstances
under  which  loan financing will be sought or needed  by this Registrant, other
than  possible  advances by its Principal Shareholder, at any time before it may
identify  and  commit  itself to an acquisition candidate. At such time, if any,
such loan financing would be secured on the basis of the that acquisition by and
with  the  owners  of  the  acquisition  target.  In  the absence of any present
probability  of acquisition, no further information can be offered at this time.

     REPORTING  UNDER  THE  1934  ACT.  This  Registrant  has  become a 1934 Act
Reporting  Company,  by  operation of law due the passage time since its initial
filling.  As  of the date of this amended filing, the Registrant has not cleared
comments of the Staff of SEC. As a 1934 Registrant is required to file an Annual
Report on Form 10-K or 10-KSB, 90 days following the end of its fiscal year. The
key  element  of  such annual filing is Audited Financial Statements prepared in
accordance  with  standards established by the Commission. A 1934 Act Registrant
also  reports  on  the  share  ownership of affiliates and 5% owners, initially,
currently  and  annually.  In  addition to the annual reporting, a Registrant is
required to file quarterly reports on Form 10-Q or 10-QSB, containing audited or
un-audited  financial  statements,  and  reporting  other  material events. Some
events  are  deemed material enough to require the filing of a Current Report on
Form 8-K. Any events may be reported currently, but some events, like changes or
disagreements  with  auditors,  resignation of directors, major acquisitions and
other  changes  require  aggressive current reporting. All reports are filed and
become  public  information. There are other reporting obligations of a 1934 Act
registered  company,  including  periodic  reports  of activities by significant
shareholders.

     The  practical  effects  of  the foregoing requirements on the criteria for
selection  of a target company are two-fold: first, the target must have audited

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or  auditable  financial  statements,  and the target must complete an audit for
filing  promptly upon the consummation of any acquisition; and, second, that the
target management must be ready, willing and able to carry forth those reporting
requirements  or  face de-listing from the OTCBB, if listed, and delinquency and
possible  liability  for  failure  to  report.

     PROBABLE  INDUSTRY  SEGMENTS  FOR  ACQUISITION.  While  the  Registrant may
consider proposals from a wide variety of business segments, Management is aware
that  high-technology  and  new  communication  technologies,  internet  and
information  services, are an area of current interest. Management feels that it
is  most  likely that a business combination candidate will be selected in these
industry  segments.  This present inclination of management may change, as pubic
and  market  interests  may  change, and is not a formal policy or commitment of
this  Registrant. Due to circumstances unique to this Registrant, it is not in a
position  to  consider  any  specific proposal for the use of this Registrant in
reverse  merger  transactions,  for  the reason that it is not now qualified for
quotation  on  the  OTC  Bulletin  Board,  and  will  not  be, if at all, for an
indeterminant  number  of  months.  There is no present or foreseeable potential
that  this  Registrant  will  acquire  a target business or company in which its
present  management  or  principal shareholder, or affiliates, have an ownership
interest.  Consideration  has been given to corporate policy in this regard, and
it  has  been  determined  not  to permit any transaction in other than an arm's
length  acquisition  of  business assets owned and controlled by unrelated third
party  interests.  The  basis  for  this policy is two fold: first, that related
party  transactions  are  unnecessary  in the judgment of management and involve
risks not necessary to invite; and second that related party transactions do not
offer  the  potential  profitability  for shareholders, that management believes
exists  presently  in  the  market  place  for  public  issuers  amenable  to
reverse/merger  transactions.

     FINDERS FEES FOR MANAGEMENT. No finder's fees will be payable to Management
in  connection with any forseeable reverse acetin. Management is identified with
the principal shareholder. The Principal Shareholder's remaining share ownership
following  any  reverse  acquisition,  and  the  Principal  Shareholder might be
expected  to  sell its controlling interest for consideration from the acquiring
shareholders  of  the acquisition target. Depending on the quality of the target
company,  the  principal  shareholder  may sell all, some or none of the control
block,  as  matters  for  arm's length deal-making, when it comes to that stage.
Such a sale of shares, if any, by affiliates, promoters or their transferees, to
effect  a  change  of control would not be entitled to reliance on Rule 144, but
would  result in the creation of new restricted securities under Rule 144(a), by
its terms, and by analogy to Rule 145. This is because Rule 144 is not available
for  promoters  or  affiliates  of  blank  check  companies,  as  well  as their
transferees,  and,  therefore,  any sales by them would have to be registered or
qualify  for  an  exemption  available  at  the  time  of  any  proposed  sale.
Additionally,  the  Principal  Shareholder  is  the  Principal  Consultant  and
provides,  has  provided  and  may provide corporate services to the Registrant,
billable  hourly  in  an  established  and  customary  manner.  No finders fees,
commissions  or  other  bonuses  to  Management,  Principal  Shareholder,  or
affiliates,  for securing or in connection with any acquisition, will be paid or
payable,  as  a matter of both current economic conditions and corporate policy.
Management  has  determined  that  in  its  view  of the current market for such
transactions,  such  fees  or  bonuses  are  not  justifiable.

     DISCRETION  TO  ALLOCATE OPPORTUNITIES. It is disclosed here and elsewhere,
that  the  Management of this Registrant is also the Management of its Principal
Shareholder,  and  that  the Principal Shareholder has other businesses than the
Management of this Registrant. Those other business activities include providing
professional  consulting  services  to  other  public or private corporations in
which  the  principal  shareholder and its officers are not involved directly in
management,  as  officers,  directors or principal shareholders. Mr. Sifford and
Mr. James, or either of them, may from time to time serve as interim officers of
other  corporations.  Some  clients  of Intrepid International are, from time to
time,  corporations  which  have  failed  to achieve previous business goals, or
which  have  engaged  in  businesses  which  have  failed  or  been  abandoned.
Accordingly,  it  is  inherent  in  this  relationship  that  Management and the
Principal  Shareholder  may  be  in a position to introduce one or more business
opportunities  to  this  the  shareholder  of this Registrant, or to direct such
opportunities  to  other  business interests, private or public corporations, or

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unrelated  investors.  This  is an inherent potential conflict of interest which
may  or  may  not  become  material in the future. At present, no acquisition is
probable  or  reasonably  practical.

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

(D)  GOVERNMENT  REGULATION. There are no issues of government regulation unique
to  this  Registrant  or  its  business.

(E)  COMPETITION.  Other  better capitalized firms are engaged in the search for
acquisitions  or business combinations which firms may be able to offer more and
may  be  more  attractive to acquisition candidates. This Registrant has not yet
become a present candidate for reverse acquisition transactions, for the reasons
previously  stated.  It may become so in the future, and becoming so when it can
is  its  business  plan.  It  is  doubtful whether any such transaction could be
anticipated  in  the  next twelve months. There is no compelling reason why this
Registrant should be preferred over other reverse-acquisition public corporation
candidates.  It  has  no significant pool of cash can offer no capital formation
incentive  for its selection. It has a limited shareholder base insufficient for
acquisition  target  wishing to proceed for application to NASDAQ. In comparison
to  other  "public  shell  companies"  this  Registrant  is unimpressive, in the
judgement of management, and totally lacking in unique features which would make
it  more  attractive  or  competitive that other "public shell companies". While
management  believes  that  the competition of other "public shell companies" is
intense and growing, it has no basis on which to quantify its impression. Please
See  the  Item  6  of  part  II,  Management  Discussion  and Analysis, for more
information  and  disclosure.

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

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


                        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  have  adopted no policies with respect to real estate investment. While
we  have  no  intention  of  investing in real estate, we are not prevented from
doing  so  by  any  corporate policy or action. Management disclaims any special
knowledge  or skill with respect to real estate investment, and cannot presently
foresee  any  circumstances which would make such an investment attractive to us
or  our  shareholders.


                           ITEM 3.  LEGAL PROCEEDINGS.

     There  are  no  legal  proceedings  pending  against the Company, as of the
preparation  of  this  Report.

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

     None.

             The Remainder of this Page is Intentionally left Blank

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                                     PART II
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           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (A)  MARKET  INFORMATION.  The  Common  Stock of this Registrant is cleared for
quotation Over the Counter on the Pink Sheets, only recently. To the best of the
Registrant's  knowledge and belief, there has been no market activity, buying or
selling,  of  the  common  stock  of this Registrant, in brokerage transactions.

 (B)  HOLDERS.  There  are presently 53 shareholders of the common stock of this
Registrant.

 (C)  DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do
not  anticipate  paying  cash dividends on its 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.

 (D)  REVERSE  ACQUISITIONS.  A  reverse  acquisition  of  a  target business or
company  would be expected to involve a change of control of the Registrant, and
the  designation  of new management. The financial statements of this Registrant
would  become largely unreflective of the true condition of the Registrant after
such  an  acquisition.  Shareholder approval would be solicited, pursuant to the
laws  of the State of Nevada, to approve the acquisition, change of control, and
any  material  corporate  changes  incidental  to  the  reorganization  of  this
Registrant. In connection with the solicitation of shareholder approval, whether
or not proxies are solicited, the Registrant would provide shareholders with the
fullest  possible  disclosure  of  all  information  material  to  shareholder
consideration, and such disclosure would include audited financial statements of
the target entity, if available. If shareholder approval is sought in advance of
audited  financial  statements  of  an  acquisition  target,  the  authority  of
management  to  consummate any transaction would be contingent on a proper audit
of  the target meeting the criteria of any un-audited information relied upon by
shareholders.

SECONDARY  TRADING.  Our company has no present business and its plan is to seek
and  acquire  productive  assets.  Secondary  trading  refers  generally  to the
marketability  to  resell  the  securities  of  this  Registrant,  and  that
marketability  is  generally governed by Rule 144, promulgated by the Securities
and  Exchange  Commission  pursuant  to Section 3 of the Securities Act of 1933.
Securities  which  have  not  been  registered pursuant to the Securities Act of
1933,  but  were  exempt  from  such  registration  when  issued,  are generally
"Restricted  Securities"  as  defined  by  Rule  144(a).  The  impact  of  the
restrictions  of Rule 144 are (a) a basic one year holding period from purchase;
and  (b)  a  limitation of the amount any shareholder may sell during the second
year,  as  to  non-affiliates  of  the  Registrant. The limitation of amounts is
generally  1%  of  the  total  issued  and  outstanding  in  any  90 day period.

UNRESTRICTED  SHARES  OF  COMMON  STOCK.  27,656,000  shares  are  issued  and
outstanding.  7,656,000 shares are owned by non-affiliates of the Registrant and
are  believed  to  be  unrestricted  securities  which  could  be  sold  without
restriction of Rule 144. These 7,656,000 shares were issued pursuant to Rule 504
on  or before April 6, 1999, and were not, when issued Restricted Securities, as
defined  by  Rule  144(a).

     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. No promoter,
officer,  director  or  person  engaged  in  management-type  activity  of  this
corporation  has  been  involved in any blank check offerings. Our business plan
has  failed,  however, such that now we have no present business and our plan is
to  seek and acquire productive assets. We have indicated that we may acquire or

                                        9
<PAGE>

create  a  new  business  combination  by  acquisition  for  common  stock.

      Any  new  shares  issued by us for any acquisition would be new investment
shares and restricted securities as defined by Rule 144(a) and with reference to
Rule  145.  This  means  that  shares  issued to the shareholders of an acquired
company  for  any  such  acquisition  would  not  be  entitled  to  rely on Rule
144(e)(1),  144(e)(2) or 144(k) for resale no matter how long they may have held
their stock or shares of the acquired entity, but that these acquisition shares,
as  new  restricted  securities,  might  not be resold in brokerage transactions
unless  such  resales were registered pursuant to the Securities Act of 1933, or
unless,  at  the  time  of  any  such  proposed  resale,  an exemption from such
registration  for  resale  were  available.

     An  underwriter of securities is one who acquires securities with a view to
distribution  of  them  to  others.  None  of our affiliates, nor any person now
deemed  to  be  a  promoter,  acquired any of our existing securities for such a
purpose.  Nor have any earlier persons who were at any time officers, directors,
affiliates,  promoters,  or their transferees acquired any of our securities for
any  such  purpose. However, it is expected that such persons would be deemed to
be  promoters  of  any  new venture resulting from our acquisition of any target
company.

     In  a business combination or transaction with an operating entity or other
person,  if  stock  of  the registrant is given in exchange for cash or stock of
another  entity,  the  persons  who  receive  the  registrant's  stock  from the
officers, directors, affiliates, promoters, or their transferees will themselves
be  "transferees".

      20,000,000  shares  are held by affiliates of the Registrant. These shares
are  not  presently  entitled to reliance on Rule 144 for resale, and may not be
entitled  to  resell their shares of the registrant for an indefinite future. It
is the view of the Staff of the Securities and Exchange Commission that Rule 144
is  not  available for promoters or affiliates of blank check companies, as well
as  their  transferees, either before or after any transaction with an operating
entity  or  other person, and that any sales by them would have to be registered
under  the  Securities Act of 1933, or qualify for an exemption available at the
time  of  any  proposed  sale.

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

RISKS OF "PENNY STOCK." The Registrant's 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
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 the Registrant's 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

                                       10
<PAGE>

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
the  Registrant's  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 the common
stock of this Registrant, 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 this Registrant, whose business is to
seek  an  uncertain  profitable  business  combination at some future time. This
Registrant  has  taken  no  action  to  register or qualify its common stock for
resale  pursuant  to  the  Blue  Sky  laws  or  regulations  of  any  State  or
jurisdiction.  Accordingly offers to buy or sell the existing securities of this
Registrant  may  be  unlawful  in  certain States and may be subject to civil or
criminal  penalties.


(E)  SALES  OF  UNREGISTERED  COMMON  STOCK  1999.

     On  or  about  January  5,  1999,  we  placed 6,000 shares of common stock,
pursuant  to  Rule  504, to a single sophisticated investor, Vegas Publications,
Inc.,  with  a  pre-existing relationship with management, for $600.00, or $0.10
per  share.

     On  April  6, 1999, we placed 1,250,000 shares of common stock, pursuant to
Rule 504, to a single sophisticated investor, Marshall Worldwide Limited, PO Box
2047-100,  San  Jose,  Costa Rica, for $12,500.00, paid for in cash at $0.01 per
share.


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

 (A)  PLAN  OF  OPERATION.  This  Registrant  was 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. The
Registrant later expanded its business plan to include the organization of scuba
dive tours at various world locations. After some unsuccessful efforts to launch
operations,  the original business plan was abandoned, on or about May 15, 1999.
The  Registrant  has  no  present business or business plan other than to seek a
profitable business combination, most likely in a reverse acquisition or similar
transaction.  Accordingly,  its  plan is to seek one or more profitable business
combinations  or  acquisitions  to  secure  profitability  for  shareholders.

     PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. This Registrant's Management,
Mr.  James  and  Mr.  Sifford,  are  the  Officers  and  Directors  of  Intrepid
International Ltd. a Nevada corporate subsidiary of Intrepid International, S.A.
a  Panama  corporation. These two Intrepid officers and directors ar referred to
collectively  as  the  "Principal  Shareholder"  of  this  Registrant.

     This Registrant is not presently pursuing its business plan, for the reason
that such activities are not timely. They are not timely because this Registrant
must  qualify  itself  for  quotation  on  the  Over  the Counter Bulletin Board
("OTCBB")  before  it can enter the arena of seeking any business combination by

                                       11
<PAGE>

reverse  acquisition.  The  process  of qualifying for OTCBB requires first that
this  Registrant  become  a  reporting  company  pursuant  to  this  1934  Act
Registration  Statement.  The  process next requires that a Broker/Dealer make a
submission  to  the  National  Association  of  Securities  Dealers ("NASD") for
permission  to  publish quotations for the purchase and sale of the common stock
of  this  Registrant  on the OTCBB. It would be the policy of this Registrant to
employ  a  consultant  to  seek  a  broker/dealer  to  become  such a submitting
market-maker  in  the  common stock of this Registrant. Neither this Registrant,
nor  any  of  its  affiliates,  are  Broker/Dealers  or NASD members. Since this
Registrant's  common  stock is presently quoted on the Pink Sheets, it is likely
that  one  or more existing Market-Makers would apply for up-grade from the Pink
Sheets  to  the  OTCBB, without the necessity of this Registrant's employing any
consultants therefor. When and if an NASD member Broker/Dealer might make such a
submission to NASD, the Staff of NASD would evaluate the submission, and the due
diligence  investigation,  and  would  make  comments  and  requests for further
information,  deemed  appropriate  to  that Staff, over a period of some months,
before  granting  permission for the submitting Market-Maker to begin publishing
quotations. Until such time as permission may be granted, no quotations would be
published  on the OTCBB. While quotations might be published on the Pink Sheets,
such  quotations do not, in the judgment of Management, constitute the basis for
the creation or development of an orderly trading market for the common stock of
this  Registrant.  In  arriving  at  this  opinion,  that the Pink Sheets do not
constitute  the  equivalent  of OTCBB, Management must consider not only its own
opinion, but its assessment of the opinions of those with whom it might evaluate
a  reverse  acquisition.  Accordingly,  Management reports its conclusion that a
search  for  an  acquisition  target  is  premature,  and  that  it would remain
premature  for some months, until and unless the common stock of this Registrant
may  be  quoted  on  the  OTCBB.

     This  Registrant  is  not  ready  to search for or to consider any specific
acquisition  target. It does not expect to be able to begin consideration of any
acquisitions  for  four  to  six  months. It cannot expect to identify or commit
itself  to  any acquisition within the next twelve months, or perhaps longer for
the  following  reasons. It is not the policy or practice of the Registrant, its
Management  or  Principal  Shareholder  to  advertise,  or  travel  in search of
possible targets. This Registrant does not command the capital or liquidity with
which  to conduct such a search, and does not expect to be able to engage in any
capital  formation or loan funding activities for that purpose. While incidental
advances  by  the  Principal Shareholder for corporate maintenance, filing fees,
legal  and professional, and auditing are foreseeable, the Principal Shareholder
has  no  intention  of  general  funding or funding search, advertising or other
promotion  of  this  Registrant.  Accordingly,  the  future  prospects  of  this
Registrant is likely to await such serendipitous referral or introduction as may
lead  to  conversations  with  potential  target  businesses.  The  search for a
profitable  business  combination,  accordingly,  must  be  understood  as  an
essentially  passive  one,  relying mostly on word of mouth. It is possible that
business  brokers  or  promoters  may  at  some point approach management with a
proposal.  No estimate can be made when and if such a passive search might yield
an  acquisition  target.

     When  and  if  a  probable  acquisition  target  may  be identified, or may
identify  itself, Management will conduct extensive due diligence and evaluation
of the target, based upon the financial statements of an acquisition target, its
forseeable  requirements  for  capital, and realistic potential of the target to
attract  the  capital it may require, and management's evaluation of its ability
to  achieve  its  plan  for  profitability.  No  acquisition  would  be  made if
Management were not satisfied that its plan for profitability and viability were
sound  and  in  the  interests of shareholders. The Registrant will continue its
evaluation  of  opportunities  until  an  attractive  business  combination  is
accomplished,  no  matter  how  long  it  may  take.

     CASH  REQUIREMENTS  AND  OF  NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. This
Registrant  has  no  immediate need for current capital formation in its present
stage  from  outside sources. This means that the Registrant expects to maintain
its  corporate  and  other  filings  and  reports during the next twelve months.

                                       12
<PAGE>

     Reference  is  made  to  Note 2, Going Concern, of the Registrant's Audited
Financial  Statements:  "The  Registrant  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 its operations." The Registrant would be
dependent  on  the  acquisition  of  assets  and businesses to commence business
operations.  The  Registrant is not dependant on additional funds to conduct its
investigation  and  selection  of  a profitable business combination. Management
cannot  plan  such  capital  formation  as  may  be  appropriate for an acquired
business  before  selection of and combination with such a business. It is to be
expected  that  following  the  firm  agreement to combine, some capital raising
program  would  be necessary, but any such program would be offered to investors
based  upon the assets and businesses to be acquired, and not on this Registrant
in  its  present  condition,  without  businesses, revenues, or income producing
assets.

    Reference is made to Note 3,"Development Stage Company", of the Registrant's
Audited Financial Statements: "The Registrant 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." After some unsuccessful
efforts  to  launch  operations, the original business plan was abandoned, on or
about  May  15,  1999.  The  Registrant has no present business or business plan
other  than  to seek a profitable business combination, most likely in a reverse
acquisition or similar transaction. Accordingly, its plan is to seek one or more
profitable  business  combinations  or  acquisitions to secure profitability for
shareholders.  The  Registrant  is  not  presently  concentrating on selecting a
business  combination  candidate.  No  current  fund  raising programs are being
conducted  or  contemplated  before  merger,  acquisition  or  combination  is
announced,  and  then  any  such capital formation would be offered to investors
based  upon the assets and businesses to be acquired, and not on this Registrant
in  its  present  condition,  without  businesses, revenues, or income producing
assets.

     In  the  event,  consistent  with  the  expectation  of management, that no
combination  is  made within the next twelve to eighteen months, this Registrant
may  be forced to effect some advances from its Principal Shareholder, for costs
involved  in  maintenance  of  corporate  franchise and filing reports as may be
required, when and if this 1934 Act registration is clear of comments by the SEC
Staff.  Should  this  become  necessary,  the maximum amount of such advances is
estimated not to exceed $20,000.00. No agreement by the Principal shareholder to
make  such  advances  is  in place, and no guarantee can presently be given that
additional  funds,  if  needed, will be available. It is by far more likely that
advances  will  take  the  form of providing services on a deferred compensation
basis.  Should  further  auditing  be required, such services by the Independent
Auditor  may  not  be  the  subject  of  deferred  compensation.

     As  reflected in the Financial Statements of this Registrant, provided with
this  Registration  Statement,  it has not been necessary for any shareholder to
advance  operational  funds  to  this  Registrant.

SUMMARY  OF  PRODUCT  RESEARCH  AND  DEVELOPMENT.  None.

EXPECTED  PURCHASE  OR  SALE  OF  PLANT  AND  SIGNIFICANT  EQUIPMENT.  None.

EXPECTED  SIGNIFICANT  CHANGE  IN  THE  NUMBER  OF  EMPLOYEES.  None.


 (B)  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION.

       (I)  OPERATIONS  AND  RESULTS  FOR  THE  PAST  TWO  FISCAL  YEARS.  This
Corporation  has  had  no  revenues since its inception in December of 1997. Its
attempt  to  commence  operations  failed and was abandoned on May 15, 1999. Its
expenses  of  $156,559, for the five months ended May 31, 1998, and $191,679 for
the  twelve  months  ended  December  31, 1998, are not considered indicative of

                                       13
<PAGE>

maintenance  expenses  for the next six to twelve months, but reflected attempts
to  secure  rights  and  assets  for its former and abandoned business plan, and
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
incidental  result  of  the  NASD Rule changes this Registrant's common stock is
allowed  to  be  quoted  over  the counter in the "Pink Sheets", but will not be
qualified  for  the  OTCBB  until  this  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 this 1934 Act Registration.
During  1999,  we  changed our method of amortization of organizational costs in
accordance  with  current  accounting  principles  and  expensed  the  remaining
balance,  with  the effect of a $12,000 charge. During 1999, $10,000 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.  During  1999  we  advanced  $10,000  to a shareholder. This advance was a
receivable  as  of  the  end  of  1999.

          It  is  noted that the total expenses for the three months ended March
31,  1999,  and the six months ended June 30, 1999, are the same figure, $7,325;
and  for the nine months ended September 30, 1999 are $27,325; and it is further
noted,  that  figure  includes  the  amortization  of organizational expenses of
$16,000.  Management  estimates that the expenses needed to carry the Registrant
through  an ultimate reorganization, over and above current cash, to be not more
than  $20,000.00,  which  funding,  if  needed, would be used to defer legal and
auditing  and  accounting,  and incidental filings with the Commission, and with
any  States  in  which  the  parties  are  domiciled.

          This Registrant retained a firm named Capital Relations and Management
to  assist  in initial submission to the OTCBB, paying a fixed fee of $2,500 for
that  service.  Capital  Relations  and  Management  is  not an affiliate of the
Registrant  or  of  its  Principal  Shareholder. Capital Relations submitted the
Registrant's  disclosure  documents to National Capital, LLC, which market maker
duly  submitted  for  permission to quote to the NASD. Before clearing comments,
the NASD effected its rule changes, with the result that the Registrant's common
stock was cleared for the Pink Sheets, but cannot be cleared for the OTCBB until
its 1934 Act Registration shall have, and cleared comments by the SEC Staff. The
Registrant  has  not, and this Registrant will not, take other affirmative steps
to  encourage  or request any broker-dealer to act as a market maker for the its
securities.

       (II)   FUTURE  PROSPECTS.  This  Registrant cannot predict when, if ever,
it  will participate in a business opportunity in view of its limited resources,
and  competitive  disadvantages  with  respect  to  other  public or semi-public
Registrants.  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. Nor, can this Registrant predict when
or whether its 1943 Act Registration will be cleared of comments by the Staff of
the  SEC.

 (C)  REVERSE  ACQUISITION  CANDIDATE.  The  Registrant  is  searching  for  a
profitable  business  opportunity.  The acquisition of such an opportunity could
and  likely  would  result  in  some change in control of the Registrant at such
time.  This would likely take the form of a reverse acquisition. That means that
this  Registrant  would  likely  acquire  businesses  and assets for stock in an
amount  that  would  effectively  transfer  control  of  this  Registrant to the
acquisition  target  company  or  ownership  group.  It  is  called  a
reverse-acquisition  because  it  would  be an acquisition by this Registrant in
form,  but  would  be  an  acquisition  of this Registrant in substance. Capital
formation  issues  for  the  future  of  this  Registrant  would arise only when
targeted  business  or  assets  have  been  identified.  Until  such  time, this
Registrant  has  no  basis  upon  which  to  propose any substantial infusion of
capital.  While no such arrangements or plans have been adopted or are presently
under consideration, it would be expected that a reverse acquisition of a target

                                       14
<PAGE>

company  or  business  would  be  associated with some private placements and/or
limited  offerings of common stock of this Registrant for cash. Such placements,
or  offerings,  if  and when made or extended, would be made with disclosure and
reliance  on  the businesses and assets to be acquired, and not upon the present
condition  of  this  Registrant.


                         ITEM 7.  FINANCIAL STATEMENTS.

          AUDITED  FINANCIAL  STATEMENTS:  for the years ended December 31, 1999
and  1998, are provided as Financial Statement: Exhibit F-99, filed herewith are
incorporated  herein  by  this  reference  as  though  fully  set  forth herein.


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

     None.

             The Remainder of this Page is Intentionally left Blank

                                       15
<PAGE>

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

     The  following persons are the Directors of Registrant, having taken office
from  the  inception of the Registrant, 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 61, has been President of the Registrant since its
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 its 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 this
Registrant,  in  Ecklan  Corporation,  in  Oasis  4th Movie Project, in Richmond
Services,  Inc,  and  in  NetAir.com,  Inc.

     Kirt  W.  James,  age,  42,  the  Registrant's  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

                                       16
<PAGE>

with  which  he  has been involved during the past five years: 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  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 this
Registrant.  The present Officers and Directors spend an insubstantial amount of
time on the activities of this Registrant. 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 this Registrant.
There  are no agreements or understandings for any officer or director to resign
at  the  request  of  another  person.

     The  Officers  and  Directors  of  this  Registrant  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 2,500,000 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 20,000,000 shares to
founders  for  organizational  costs,  and  valued at $20,000.00 (par value). 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.
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.  There  is  no  market  for  the  shares of this
Registrant.  It  is  not possible to derive a "fair market value" for this share
ownership  based  upon  any market. The Management shares were issued in 1997 at
par  value. The actual value of this ownership would ripen if, and only if, this
Registrant  could  achieve profitability by acquisition of assets or businesses.
It  was not the intention of this Registrant for its shares to trade on the Pink
Sheets.  During  the  period  of  comments for the OTC Bulletin board, the rules
having  changed,  the  common  stock of this Registrant was cleared for the Pink
Sheets  by default. This Registrant believes that no actual quotations of bid or

                                       17
<PAGE>

ask are current. It is, however useful to the Registrant to remain qualified for
the  Pink Sheets, in as much as the procedure for moving from the Pink Sheets to
the OTCBB is less taxing than an original submission. Accordingly, the shares of
common  stock  of  this  Registrant owned by officers and directors is deemed to
have  no  present  public  trading, nor have ever had any  public trading value.
Inasmuch as the 20,000,000 shares were issued in October 1997 for organizational
services  valued  at  $20,000.00, the value attributed to the shares provided to
the  Officers  therefore  would  be  $2,500.00  each.


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

 (A)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  To  the  best  of
Registrant's  knowledge  and  belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any  voting  class  of Registrant's 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.

 (B)  SECURITY  OWNERSHIP  OF  MANAGEMENT. To the best of Registrant's 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,  of  Registrant,  known  to  or
discoverable  by  Registrant.  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.

                 OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
<S>                                         <C>         <C>      <C>         <C>
 Name and Address of Beneficial Owner       Actual            %  Attributed        %
                                            Shares               Shares
                                            Owned                Owned
------------------------------------------------------------------------------------
J. Dan Sifford, Jr. (1)                      2,500,000     9.04  20,000,000    72.32
62 Bay Heights Drive
Miami, Florida 33133
------------------------------------------------------------------------------------
Kirt W. James (1)                            2,500,000     9.04  20,000,000    72.32
24843 Del Prado #318
Dana Point CA 92629
------------------------------------------------------------------------------------
All Officers and Directors as a Group        5,000,000    18.08  20,000,000    72.32
==========================================  ==========  =======  ==========  =======
Laurencio Ja n O. (2)                                0     0.00  20,000,000    72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Teodoro F. Franco L. (2)                             0     0.00  20,000,000    72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------

                                       18
<PAGE>

------------------------------------------------------------------------------------
Leopoldo Kennion G (2)                               0     0.00  20,000,000    72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Intrepid International S.A. (1) (2)         15,000,000    54.24  20,000,000    72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Total  Other 5% Owners  of the Registrant   15,000,000    54.24  20,000,000    72.32
Total Shares Issued and Outstanding         27,656,000   100.00  27,656,000   100.00
==========================================  ==========  =======  ==========  =======
</TABLE>


     (1)     The Officers and Directors of this Registrant are 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 15,000,000 is held by Intrepid International as a
corporate  asset and is not the personal asset of any of its 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  Ja  n  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.

     (1)  (2)  Each  of  the shareholders shown in the foregoing table have sole
voting  power  with  respect  to  their  actual  legal ownership, Mr. James, Mr.
Sifford,  and  the  Panama  Corporation.  There  are  no  legal  or  contractual
arrangements  which  require  these affiliates to act in concert with respect to
their  share  ownership.  However,  legal obligations aside, it is reasonable to
expect the Officers of the Registrant and the Principal shareholder to cooperate
and  to  act  in  their  common  interest  until  a change of control shall have
occurred. Should a change of control result in the present affiliates ceasing to
be  affiliates  for  a  period  of  ninety  days or more, each of the individual
Directors  and  the  Panama  Corporation would be at liberty to direct their own
management  of  their  respective  share  ownerships.


 (C)  CHANGES IN CONTROL. There are no arrangements, including any pledge by any
persons, of securities of Registrant, which may at a subsequent date result in a
change of control of Registrant. In as much as the Registrant is searching for a
profitable  business  opportunity, it is to be expected that a change of control
would  be  contemplated  when  such  a  target  is  identified.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Intrepid  International,  S.  A.  ("Intrepid-Panama")  is  the  principal
shareholder  of  this  Registrant. The Officers and Directors of this Registrant
are 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,

                                       19
<PAGE>

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 Officers or Directors of this Registrant.
They  are  the  owners, Officers and Directors of the Principal Shareholder. The
following  persons  do  not  engage  in  direct  control  of  the affairs of the
Registrant,  and  their  activities  are  not material to the operations of this
Registrant. 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 the Officers and Directors of
this  Registrant,  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.  Jaen  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.

     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  the  officers  and  directors  of  this Registrant. 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 the affairs of this Registrant. The
Officers, Owners and Directors of the Panama parent do not direct or participate
in  the  management  of  this  Registrant.

                                       20
<PAGE>

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


 (A)  FINANCIAL  STATEMENTS.  AUDITED  FINANCIAL STATEMENTS: for the years ended
December  31,  1999  and  1998,  are provided as Financial Statement: Attachment
F-99,  following  the  body  of  filing,  and  the  other  Exhibits.

 (B)  FORM  8-K  REPORTS.  None.

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

     Exhibit      Table Category  /  Description of Exhibit     Page Number
    Table
      #
================================================================================
            [2]   ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
 3.1  Articles of Incorporation: DP Charters, Inc., a Nevada Corporation     22
 3.2  By-Laws: DP Charters, Inc.                                             25
================================================================================

dated:  June  22,  2000

                                DP CHARTERS, INC.
                                       by


/s/Kirt W. James       /s/J. Dan Sifford, Jr.
Kirt W. James          J. Dan Sifford, Jr.
President/Director     Secretary/Director

                                       21
<PAGE>

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

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

                                       22
<PAGE>

                            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.

                                       23
<PAGE>

     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

                                       24
<PAGE>

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

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

                                       25
<PAGE>

                                     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.

                                       26
<PAGE>

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
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.

                                       27
<PAGE>

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
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

                                       28
<PAGE>

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.

                                       29
<PAGE>

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.

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.

                                       30
<PAGE>

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.

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

                                       31
<PAGE>

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.

                                       32
<PAGE>

                                    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.

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.

                                       33
<PAGE>

                                  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

                                       34
<PAGE>

--------------------------------------------------------------------------------
                      FINANCIAL STATEMENTS: ATTACHMENT F-99
                          AUDITED FINANCIAL STATEMENTS:
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998.
--------------------------------------------------------------------------------

                                       35
<PAGE>

                      FINANCIAL STATEMENTS: ATTACHMENT F-1

                          AUDITED FINANCIAL STATEMENTS:

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998.

                                       36
<PAGE>

                                 C O N T E N T S

Independent  Auditors  Report  .                                   38

Balance  Sheets                                                    39

Statements  of  Operations                                         40

Statements  of  Stockholders  Equity  .                            41

Statements  of  Cash  Flows       .                                42

Notes  to  the  Financial  Statements  .                           43

                                       37
<PAGE>

                          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, 1999 and 1998 and the related
statements  of  operations,  stockholders  equity  and  cash flows for the years
ended December 31, 1999 and 1998 and from December 18, 1997 through December 31,
1997  and  from inception on December 18, 1997 through December 31, 1999.  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, 1999 and 1998 and the related
statements  of  operations,  stockholders  equity  and  cash flows for the years
ended December 31, 1999 and 1998 and from December 18, 1997 through December 31,
1997  and  from  inception  on  December  18,  1997 through December 31, 1999 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/________
Salt  Lake  City,  Utah
February  24,  2000

                                       38
<PAGE>
                               D P CHARTERS, INC.
                          (a Development Stage Company)
                                 Balance Sheets

                                     ASSETS
--------------------------------------------------------------------------------
                                                              December  31,
                                                         1999               1998
Current  assets
Cash                                                     $996            $12,321
Advance  to  shareholder  (Note  4)                    10,000                  0
Total  Current  Assets                                 10,996             12,321
Other  Assets
Organizational  Costs  (Net  of
Amortization)(Note  1)                                      0             16,000
Total  Other  Assets                                        0             16,000
Total  Assets                                         $10,996            $28,321
                      LIABILITIES AND STOCKHOLDERS  EQUITY
Current  Liabilities
   Advance  from  shareholder  (Note  4)              $10,000                  0
      Total  Assets                                   $10,000                 $0
Stockholders  Equity
Common  Stock,  authorized
100,000,000  shares  of  $.001  par  value,
issued  and  outstanding  27,656,000  and
26,400,000,  respectively                             27,656              26,400
Additional  Paid  in  Capital                        205,444             193,600
   Less:  Subscriptions Receivable                      (600)                  0
   Deficit  Accumulated  During  the
     Development  Stage                             (231,504)          (191,679)
       Total  Stockholders  Equity                       996              28,321
Total  Liabilities  and  Stockholders  Equity        $10,996             $28,321
================================================================================

    The  accompanying  notes are an integral part of these financial statements

                                       39
<PAGE>

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

                                                      From inception      From
                                                      on  December Inception  on
                                        For  the  Years  18, 1997   December 18,
                                            Ended         through  1997  through
                                        December 31,   December 31 December 31,
                                       1999        1998       1997          1999
--------------------------------------------------------------------------------
Revenues:                                 $0          $0           $0         $0
Expenses:
General  &  Administrative           (27,825)   (191,527)        (152) (219,504)
Total Expenses                       (27,825)   (191,527)        (152) (219,504)
Net  (Loss)  Before  Cumulative
Effect  of  Accounting  Change       (27,825)   (191,527)        (152) (219,504)
Cumulative  Effect  of
Accounting  Change                   (12,000)          0            0   (12,000)
Net (Loss)                          $(39,825)  $(191,527)       $(152)$(231,504)
Net  (Loss)  Per  Share:
Loss  before  cumulative  effect
of accounting change                       0       (0.01)           0     (0.01)
Cumulative Effect of Accounting Change     0           0            0          0
Net (Loss) Per Share                      $0      $(0.01)          $0    $(0.01)
Weighted  average  shares
outstanding                       27,342,150  26,272,000   21,904,000 25,172,717
================================================================================

     The  accompanying  notes are an integral part of these financial statements

                                       40
<PAGE>

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

                                        Additional
                                        Paid-in
                                   Capital
                    Common  Stock               (Discount  on
Subscriptions                    Retained
                            Shares      Amount     Stock)   Receivable   Deficit
--------------------------------------------------------------------------------
Balance at beginning of
Development stage-
December  18,  1997             0           $0        $0          $0          $0

Shares  issued  for
organizational  costs  20,000,000       20,000         0           0           0

Shares  issued  for
cash  at  $.03125
per  share              3,808,000        3,808   115,192           0           0

Net  loss  December
31,  1997                       0            0         0           0       (152)

Balance,  December
31,  1997              23,808,000       23,808   115,192           0       (152)

Shares  issued  for  cash  at  $.03125
  per  share            2,592,000        2,592    78,408           0           0

Net  loss  December
31,  1998                       0            0         0           0   (191,527)

Balance,  December
31,  1998              26,400,000       26,400   193,600           0   (191,679)

Shares  issued  for  subscription
receivable at
$.10 per share              6,000            6       594        (600)          0

Shares  issued  for  services  at  $.01
 per  share             1,250,000        1,250    11,250           0           0

Net  loss  December
31,  1999                       0            0         0           0    (39,825)
Balance,  December
31, 1999               27,656,000      $27,656  $205,444       $(600) $(231,504)
================================================================================

     The  accompanying  notes are an integral part of these financial statements

                                       41
<PAGE>
                               D P CHARTERS, INC.
                          (a Development Stage Company)
                             Statement of Cash Flows

                                                      From              From
                                                    Inception on    Inception on
                                                     December 18,   December 18,
                                                       1997             1997
                                                      through          through
                                        December 31,  December 31,  December 31,
                                1999         1998          1997             1999
--------------------------------------------------------------------------------
Cash  Flows  form  Operating  Activities

Net  loss                   $(39,825)   $(191,527)       $(152)       $(231,504)
Adjustments  to  reconcile
net  loss  to  net  cash
provided  by  operations
Amortization                  16,000        4,000            0            20,000
Shares issued for services    12,500            0            0            12,500
Increase  in  Receivables    (10,000)           0            0          (10,000)
Increase  in  Payables        10,000            0            0            10,000
Net  Cash  Flows  used  in
Operating  Activities        (11,325)    (187,527)        (152)        (199,004)
Cash Flows from Investment
Activities:                        0            0            0                 0
Cash  Flows  from  Financing
Activities:
Proceeds  from  Issuance
of  stock                          0       81,000      119,000           200,000
Net  increase (decrease)
in  cash                     (11,325)    (106,527)     118,848               996
Cash,  beginning  of  year    12,321      118,848            0                 0
Cash,  end of year              $996      $12,321     $118,848              $996
Supplemental  Cash  Flow  Information
Cash  Paid  for:
Interest                          $0           $0           $0                $0
Taxes                             $0           $0           $0                $0
================================================================================

     The  accompanying  notes are an integral part of these financial statements

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.

                                       42
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                               D P CHARTERS, INC.
                          (a Development Stage Company)
                       Notes to The  Financial Statements
                           December 31, 1999 and 1998


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  $231,500  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,
1999  and  1998.

                                                               December  31,
                                                         1999               1998
--------------------------------------------------------------------------------
NOL  carrryforward                                   $     78,710        $58,005
Valuation  allowance                                      (78,710)      (58,005)
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.

                                       43
<PAGE>

                               D P CHARTERS, INC.
                          (a Development Stage Company)
                       Notes to The  Financial Statements
                           December 31, 1999 and 1998

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  and 1998, $10,000 and $58,500, respectively 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  $3,000  on  these  loans  and  the  balance  payable at December 31, 1999 is
$10,000.

During  1999,  the  Company  advanced a shareholder $10,000. The balance of this
receivable  at  December  31,  1999  is  $10,000.

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.

                                       44
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