FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                         Commission File Number: 0-27131

                           For the year ended 12/31/01

                                DP CHARTERS, INC.


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


34190  Sepulveda  Avenue  Suite  200                                       92624
(Address of principal executive offices)                              (Zip Code)


Registrant's  telephone  number,  including  area  code:         (949)  487-7295

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

Securities  registered  pursuant  to  Section  12(g)  of  the  Act: Common Stock


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

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

As  of  12/31/01

     the  aggregate  number  of  shares held by non-affiliates was approximately
10,487,389  shares.

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
84,497,072

                                               Exhibit Index is found on page 17

                                        1
<PAGE>

Item  1.  Description  of  Business                                            3
      (a)  Organizational  History                                             3
      (b)  Business  History                                                   5
      (c)  The  History  and  Status  of  our  Subsidiary                      5
      (d)  Other  current  Items                                               5
      (e)  Planned  Acquisition                                                5

Item  2.  Description  of  Property                                            8

Item  3.  Legal  Proceedings                                                   8

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          8

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters               8

Item  1.  Management's  Discussion  and  Analysis  or Plan of Operation       10
      (a)  Plan  of  Operation                                                10
      (b)  Current  Disclosure,  before  Acquisition                          10
      (c)  Discussion  and  Analysis  of  Financial  Condition                11
      (d)  Operations  and  Results  for  the  past  four  fiscal years       12
      (e)  Future  Prospects/Acquisition  Candidate                           12

Item  2.  Financial  Statements                                               12

Item  3.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          13

Item  4.  Directors and Executive Officers, Promoters and Control Persons;
          Compliance  with  Section  16(a)  of  the  Exchange  Act            13

Item  5.  Executive  Compensation                                             15

Item 6.  Security Ownership of Certain Beneficial Owners and Management       15

Item  7.  Certain  Relationships  and  Related  Transactions                  16

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

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<PAGE>

                                  INTRODUCTION

     The  purpose  of  this  introductory information is to assist the reader in
coordinating  and understanding the various corporate changes reported since our
last  Annual  Report  on  Form  10-KSB,  for  the  year ended December 31, 2000.

     On  or  about  December  6,  2000,  we  announced  an  intention to acquire
TriLucent  Technologies,  Inc.  (TTI),  a  private  Nevada corporation formed on
February  10,  2000.  We  effected  a  five  for  one (5:1) forward-split of our
outstanding  common  shares,  thus  increasing its outstanding capitalization to
38,330,000  shares  of  common stock upon effectiveness of the forward split. We
accepted  cancellation  of  99,950,000 affiliate shares, with the result that we
had  38,330,000  shares  issued  and  outstanding  as  of  December  31,  2000.
Accordingly,  post-split  numbers  were  used  throughout  that  report.

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

     The  acquisition  was cancelled and did not occur. While we did not acquire
TriLucent  Technologies,  Inc.  (private),  we  pursued  another transaction, to
acquire  TriLucent's  marketing  rights  in  Canada  and  China.

      On or about March 5, 2001, we authorized a further forward split, 2 for 1,
by  which  our  38,330,000  shares  would  become  76,660,000 on March 16, 2001.

     We were to issue 5,000,000 post-split shares of new investment common stock
to TriLucent Technologies, Inc. as initial consideration for the purchase of the
License  Agreement  by  which  we  would acquire TriLucent's marketing rights in
Canada  and  China.  The  transaction  did  not  consummate. The shares were not
issued,  or  if  issued,  were  cancelled  without  delivery.

     We  reversed  the  previous  forward  split  on  August  14,  2001.

     On  October  22,  2001  we  reverse-split  our common stock 1 for 100, then
48,330,042  common  shares.
     Accordingly,  share  amounts  provided in this report have been adjusted as
appropriate  to  reflect  the  current  numbers,  giving  effect to the forgoing
changes.


                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.


 (A)  ORGANIZATIONAL  HISTORY.  We  were duly incorporated in Nevada on December
18, 1997, as DP Charters, Inc., with the intention of initiating a charter yacht
service from the Dana Point Harbor, Orange County, California. We later expanded
our  business  plan  to  include the organization of scuba dive tours at various
world  locations.  We  may  be  referred  to  sometimes  as  DPI.

     Our  share  issuance  history  is  disclosed  and  displayed  as  follows:

             The Remainder of this Page is Intentionally left Blank

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               12/31/99      12/31/00      3/16/01        8/14/01     10/22/01
                Start         5 for 1      2 for 1        1 for 2    1 for 100
1) 12/97 .   20,000,000    100,000,000   200,000,000   100,000,000   1,000,000
2) 12/97 .    6,400,000     32,000,000    64,000,000    32,000,000     320,000
3) 1/98. .        6,000         30,000        60,000        30,000         300
4) 4/99. .    1,250,000      6,250,000    12,500,000     6,250,000      62,500
5) 12/00 .                 (99,950,000) (199,900,000)  (99,950,000)   (999,500)
Subtotal .   27,656,000     38,330,000    76,660,000    38,330,000     383,300
            ===================================================================
Carried. .                                76,660,000    38,330,000     383,300

6) 7/01. .                                20,000,000    10,000,000     100,000
Subtotal .                                96,660,000
                                          ==========
7) 8/01. .                                                      42           0
subtotal .                                              48,330,042
                                                        ==========
8) 10/01 .                                                              13,772
9) 10/01 .                                                          74,000,000
10) 11//01                                                          10,000,000
12/31/01 .                                                          84,497,072
                                                                    ==========



     Now,  giving  these  stock  splits  their  current  effect:

     1. Specifically, 1,000,000 shares were issued at par value to the Principal
Shareholder, pursuant to Section 4(2) of the Securities Act of 1933, in December
of  1997.

     2.  Also  at  about  that  time, 320,000 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.

      3.  In  January,  1998,  300 shares were placed pursuant to Rule 504, to a
single  sophisticated  and  knowledgeable  investor.

      4.  In  April  1999,  62,500 shares were placed pursuant to Rule 504, to a
single  sophisticated  and  knowledgeable  investor.

      5.  On  December  13,  2000, our affiliates surrendered 999,500 shares for
cancellation.

     6. July 18, 2001, 100,000 shares were issued pursuant to service agreements
and  1933  Act  Registration  on  Form  S-8.

     7.  On August 14, 2001, the Reverse Split 1 for 2 resulted in a round-up of
42  shares,  temporarily  carried  as  zero  and  adjusted  October  22,  2001.

     8.  On  October 22, the reverse split, 1 for 100, resulted in a round up of
13,772  shares. The was not only a rounding up for fractional shares, but also a
savings  provision  limiting the reverse to 100 shares, for the benefit of small
shareholders.

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<PAGE>

     9.  On  October  31,  2001,  we issued 74,000,000 shares of common stock to
Intrepid  International,  Ltd.,  pursuant to Section 4(2) of the 1933 Act: These
affiliate  shares  may  not  be  resold  without  registration: neither 1933 Act
Section  4(1)  nor  Rule  144  is  not  available  as  a  resale  exemption.

     10. On November 2, we issued 10,000,000 shares of common stock, pursuant to
1933 Act Registration on Form S-8 to the principals of PanAmerican Capital Group
as  a  service fee, for providing due diligence and advice and comfort to us and
our  Corporate  Custodian,  that any future acquisition be processed and handled
through  a  Broker/Dealer  in  a  regular  and  professional  manner.

     Our  common  stock,  issued  and  outstanding  on 12/31/01 and currently is
84,497,072.


 (B)  BUSINESS  HISTORY.  Our  current  business initial business was to provide
charter  yacht  services  from  Dana  Point  Harbor  in  California  and,  later
additionally,  to  provide worldwide SCUBA diving tours. We experienced some bad
luck,  in  connection  with  our  initial application to OTCBB (Over-The-Counter
Bulletin  Board)  for  quotation,  and  then  with  respect  to  our  1934  Act
Registration,  resulting  from  rule  changes  occurring in mid-stream, and some
technical matters which turned out to be of no great substance. The result was a
crucial  loss  of  time  and  momentum.  We attempted to recover and re-dedicate
ourselves  to our business plan, but we were not ultimately successful. We later
experienced  difficulty  in  funding  the  renewal  of  our original and current
business  plan,  with  the  ultimate  result  that we are now dependent upon the
acquisition  of  profitable assets to make our parent company more attractive to
investors.

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

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


 (C)  THE HISTORY AND STATUS OF OUR SUBSIDIARY.  We formed a wholly-owned Nevada
subsidiary  corporation,  DP  Explorations  Corp.,  and  entered  into a license
agreement  (previously  disclosed)  to  market  certain technology in Canada and
China.  This  transaction  was  abandoned  and  did  not consummate in any final
transaction, operations or revenues. This subsidiary is of no value and has been
or  will  be  dissolved.


 (D)  OTHER  CURRENT  ITEMS.

      (1)  EMPLOYEES.  We  have  no employees other than our Attorney Custodian.

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

 (E)  PLANNED  ACQUISITION.  We  expect  to  acquire Omnitrix Technologies, Inc.
("OTI"),  a  private Nevada corporation duly organized, validly existing, and in
good  standing  under  the  laws  of  the  State  of Nevada. OTI has developed a

                                        5
<PAGE>

functional  prototype  and  proof  of  concept  demonstrating  Asynchronous
Collaboration  accomplished  with  transparency  to  the  user  and without user
interaction.  OTI's  enhanced  nomadic  computing  includes  the Virtual Process
Server,  Virtual  Process  Agent  and  Virtual  Integrity  Manager.

     AYNCHRONOUS  COLLABORATION.  Most  organizations  use  asynchronous
collaboration  tools  that  enable  the  work  force  to  coordinate  and  share
information  with  each  other.  These  systems tend to be document centered and
focus  on  sharing  information  and  ideas.

     SYNCHRONOUS  COLLABORATION  takes  the  process  to  the  next  level  of
collaboration  and  provides  the  ability to conduct virtual meetings and share
information  in  real  time.

     VIRTUAL  PROCESS  AGENT  (VPA) facilitates the distribution, management and
operation of nomadic collaborative applications. VPA can dynamically configure a
nomadic  device to function with the communications access facilities in a given
location and then, if required, tailor an application's functionality for a user
at  that  location. VPA is a distributed mobile system's infrastructure software
that enables concepts such as nomadic collaboration, global mobility, ubiquitous
personalization  and  adaptable  computing.

      (1)  MAJORITY SHAREHOLDER ACTION. The following proposals were approved on
January  30,  2002,  by a majority of all shareholders entitled to vote. This is
called  Majority  Shareholder  Action, pursuant to the Nevada Corporate Law. The
vote required for approval was 50% (of all entitled shareholders) plus one vote,
a  simple  majority. The actual affirmative vote was 87.64% of all shares issued
and  outstanding.  The  proposals  were not effective before first completion of
this Section 14(c) compliance. Reference is accordingly made and invited to that
definitive  filing of our INFORMATION STATEMENT PURSUANT TO SECTION 14(c), on or
about  February  22,  2002.  Closing  is expected toward the end of March, 2002.

PROPOSAL  1:     To  approved that certain Plan of Reorganization dated November
21,  2001,  by  which  DPI  would  acquire  all  of the captial stock of OTI for
10,000,000  (Ten  Million)  new  investment  Shares  of  DPI  common  stock.

     This  proposal  would  transfer  control  of  this  corporation  to  the
shareholders  of  OTI,  with  the cancellation of the shares owned by the former
management.


PROPOSAL  2:     To  Approve  the  recommendation  of management to dissolve the
wholly-owned,  empty  and unproductive subsidiary DPX, before the acquisition by
DPI  of  OTI,  in  order  to  comply  with  the  Plan  of  Reorganization.

     DP Charters Exploration, Inc. ("DPX"), our wholly-owned subsidiary, did not
create  a  business  or profit center, has no assets, liabilities or operations,
and  it  must  be  dissolved  to  comply  with  the  present  reorganization and
acquisition  of  OTI.


PROPOSAL  3:     To  authorize a change of the corporate name of DPI to Omnitrix
Technologies,  Ltd., or similiar name, as an incident of the acquisition of OTI.

     The  name  change  will  involve  a  simple  amendment  to  our Articles of
Incorporation.  No  other  change  is  authorized.


PROPOSAL  4:     To  ratify  the continuation of Chisholm and Associates, as the
Corporation's  independent  auditor.

     This  proposal  approves  the  continuation  without  interruption  of  the
relationship  between  this  corporation  and  its  independent  auditor.

                                        6
<PAGE>

PROPOSAL  5:     To  elect the following persons to the Board of Directors, upon
closing: Raymond Polman and Roger Warren; and to accept the resignation from the
Corporate  Custodian  and  Sole  Director,  William Stocker, upon closing of the
transactions  contemplated  by  the  Plan  of  Reorganization  and  Acquisition.


      (2)  INFORMATION  STATEMENT  PURSUANT  TO  SECTION  14(C).  Our  recent
definitive  filing  contains  detailed  business  information  supplied  by  our
acquisition  target,  as  well  as the Plan of Reorganization, dated January 21,
2002,  by  which we would acquire all of the capital stock of OTI for 10,000,000
(Ten  Million)  new  investment  Shares  of  Our  common  stock.

     SHARE CANCELLATION. Immediately upon or prior to the Closing, we shall have
accepted  the  cancellation  of  74,050,977  shares  of  common  stock  issued
provisionally to Intrepid International, with no resale rights. We shall have no
more  than  10,446,098  issued  and  outstanding,  before  the  issuance  of new
acquisition  shares.

     ASSETS  AND  LIABILITIES.  We  shall  have  substantially  no assets and no
liabilities  at the time of Closing, except for expenses in connection with this
transaction  not  to  exceed  $50,000.

     NO  REVERSE  SPLIT.  There shall be no reverse split of the common stock of
the public corporation for eighteen months from the date the transaction closes.

     CONVERSION  OF OUTSTANDING STOCK: Forthwith upon the effective date hereof,
we  shall  issue  10,000,000  (Ten  Million) new investment Shares of DPI common
stock  to  or  for  the  shareholders  of  OTI,  as  follows:

     WHOLLY-OWNED  SUBSIDIARY.  Upon  closing,  the private target company shall
become  and  be  a  wholly-owned  subsidiary  of  this  public  company.

     REVERSE  ACQUISITION.  This  transaction,  when  and  if  effected, will be
involve  a  change of control, such that the private target company will control
the  public  company,  immediately  after  closing.

     REASONS AND BENEFITS OF THE TRANSACTION. After considerable effort, we have
not  succeeded  in  developing  an  operating  business.  The presently proposed
acquisition  would acquire a promising development stage business with a promise
of  success. The purpose of the transaction is to acquire productive assets with
prospects  for  achieving  profitability  for  our  shareholders.

     FEDERAL  TAX  CONSEQUENCES.  The  transaction  appears to meet the Internal
Revenue  Code  requirements  for  a  tax free reorganization. The transaction is
considered to be a "forward merger" in which there is no gain or loss recognized
for  the  parties.


      (3)  EXPECTED NEW MANAGEMENT.  Upon closing of the transaction between DPI
and  OTI,  the  following  persons  are  expected  to be appointed as directors:

     RAYMOND  POLMAN,  age  41,  has  over  eight years of public accounting and
computer  consulting  experience  with  a  "big  five"  accounting firm prior to
entering  into  private  industry  as  a  senior financial officer. Mr. Polman's
technology  experience  includes  the  founding  of his own wireless company and
serving  as  President  and  CFO  of  Nexmedia Technologies, Inc., which he took
public  in  1998.  Mr.  Polman has also held several senior finance and business
development  advisory  roles  with  technology  and telecommunications companies
including  fSONA  Communications  Corp.  (affiliated  with  British  Telecom),
MerchantBridge.com, Optica Communications and Image Power, Inc. Mr. Polman holds
a Bachelors of Science in Mathematical Economics from the University of Victoria
and  is  a  chartered  accountant.

     ROGER WARREN, age 51, is acting CTO and co-founder of OTI. He brings a long
record  of  enterprise  software development and sales success, including senior

                                        7
<PAGE>

management  and  sales  roles  at  DEC, Amdahl and Tandem Computers. He also has
significant  experience  in  software  development  as  Founder  of  Netshare
Technologies,  a  pioneer in the development of high-resolution image management
systems  and  Web-based  digital  object  delivery  systems. Mr. Warren has also
previously been the Chief Technical Officer of Visionary Management Technologies
and  was  responsible  for the technical vision, design and development of their
Visionary  Mobile  Computing Platform for the SFA and CRM markets. Prior to VMT,
Mr.  Warren  was  the  Director  of  Image  Systems  for Image Data Corp. Select
technology  accomplishments  include building the InVision Image Database System
for  Image  Data  Corp.  and  the  Weblearn  distance  learning system for Intel
(Weblearn was the first digital object delivery system specifically tailored for
the  Internet  and  was  used to deliver multi-dimensional Web-based training to
over  22,000  Intel  employees  in  11  countries). Mr. Warren holds Bachelor of
Science  degrees  in  finance  and  statistics from California State University,
Chico.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have  no  property  and  enjoy  the  non-exclusive  use  of offices and
telephone  of  our  Attorney  Custodian.  We are charged for outside copying and
Federal  Express,  U.P.S and other messenger services. We do not pay for routine
telephone.  We pay for in-house copying, but not United States Mail. Our address
for  mail  and  deliveries is 24843 Del Prado, Dana Point CA, 92629. Our affairs
are  conducted  a  34190 Sepulveda Avenue, Suite 200, Capistrano Beach CA 92624.
This  latter  suite  is the Office of our Attorney Custodian. We do not own dive
boats  or  diving  equipment.  Our  telephone  is  949-487-7295,  and  fax  is
949-487-7285.


                           ITEM 3.  LEGAL PROCEEDINGS.

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


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

     Please  refer  to  Item  1  (e)  for  this  information.

                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.

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

                    period     high bid     low bid     volume
                   3rd 2000     $0.11     $0.047     25,000,000
                   4th 2000      0.43       0.11     45,000,000
                   1st 2001    46.880.     11.00        810,000
                   2nd 2001     38.00      20.00        301,800
                   3rd 2001     29.00       0.50        200,000
                   4th 2001      1.02       0.15      1,470,000

                                        8
<PAGE>

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

     HOLDERS.  There  are  presently 44 shareholders of record and approximately
362  beneficial  owners of our common stock as of February 4, 2002, (Record Date
in  the  Definitive  Information  Statement  pursuant  to Section 14(c) filed on
February  22,  2002).

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

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

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

     Section  15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section  240.15g-2  of  the  Securities  and  Exchange Commission require broker
dealers  dealing  in penny stocks to provide potential investors with a document
disclosing  the  risks of penny stocks and to obtain a manually signed and dated
written  receipt  of  the  document  before effecting any transaction in a penny
stock  for  the  investor's account. Potential investors in our common stock are
urged  to obtain and read such disclosure carefully before purchasing any shares
that  are  deemed  to  be  "penny  stock."

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

     RISKS  OF STATE BLUE SKY LAWS. In addition to other risks, restrictions and
limitations  which  may  affect  the resale of the existing shares of our common
stock,  consideration  must  be  given to the "Blue Sky" laws and regulations of
each State or jurisdiction in which a shareholder wishing to re-sell may reside.
Some  States  may  distinguish  between  companies  with  active  businesses and
companies  whose  only business is to seek to secure business opportunities, and

                                        9
<PAGE>

may  restrict  or  limit  resales  of  otherwise  free-trading  and unrestricted
securities  of  companies,  like  us,  whose  business  is  to seek an uncertain
profitable  business combination at some future time. We have taken no action to
register  or qualify our common stock for resale pursuant to the "Blue Sky" laws
or  regulations  of any State or jurisdiction. Accordingly offers to buy or sell
our  existing securities may be unlawful in certain States and may be subject to
civil  or  criminal  penalties.

     SALES  OF  UNREGISTERED  COMMON STOCK 2001.  On October 31, 2001, we issued
74,000,000  shares  of common stock to Intrepid International, Ltd., pursuant to
Section  4(2)  of the 1933 Act. These interim control shares were issued for the
purpose  of substantially reversing a previous cancellation of the control block
in  connection  with  an  acquisition  which  did  not  consummate.

     These affiliate shares are expressly the control block of a company with no
active  business  or plan, other than to seek a profitable business combination.
These  affiliate shares may not be resold without registration. Neither 1933 Act
Section  4(1)  nor Rule 144 is not available as a resale exemptions with respect
to  these  shares.  These shares are scheduled for cancellation upon closing our
presently  announced  acquisition.


       ITEM 1.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


 (A)  PLAN  OF  OPERATION.  We  intend  and  expect  to close our acquisition of
Omnitrix  Technologies, Inc. ("OTI"), before the end of March. OTI has developed
a  functional  prototype  and  proof  of  concept  demonstrating  Asynchronous
Collaboration  accomplished  with  transparency  to  the  user  and without user
interaction.  OTI's  enhanced  nomadic  computing  includes  the Virtual Process
Server,  Virtual  Process Agent and Virtual Integrity Manager. Upon closing, OTI
will  control  this  public  company  and  will  pursue  its  business  plan.

     CASH  REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. For the
above  stated  reason,  we  have  no  financing plans of our own, and no need or
expectation  of additional funding before closing. We are not able nor empowered
to  anticipate  the  need,  if  any, that OTI may report, for funding, following
closing.

 (B)  CURRENT  DISCLOSURE,  BEFORE  ACQUISITION.

     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.

             The Remainder of this Page is Intentionally left Blank

                                       10
<PAGE>

 (C)  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION.  We  have  enjoyed no
revenues  this  year,  but have continued to incur expenses, in connection with
two  failed acquisitions, and our current probable acquisition. These statements
do  not  reflect  our  probable  acquisition  of  OTI  in  year  2002.

              Balance Sheet:             12/31/01       12/31/00
              Selected  Information
              Cash and Equivalents              0           996
              Notes Receivable                  0           600
              Current Assets                    0         1,596
              Total Assets                      0         1,596
                                        ========================
              Accounts Payable              1,375             0
              (Related Party) (Note 4)    110,004        31,980
              Total Liabilities           111,379        31,980
              Common Stock                 84,497           383
              Paid-in Capital             258,380       232,717
              Accumulated Deficit        (454,256)     (263,484)
              Total Equity               (111,379)      (30,384)
              Total Liabilities and Equity      0         1,596
                                        ========================

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

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

     The  Accounts Payable (Related Party) (Note 4) represents fees and costs we
accrued  during year as time/fee charges of $31,980 from Intrepid International,
Ltd.,  our previous principal consultant, then but no longer a shareholder; debt
relief  and  other  professional  services.

             The Remainder of this Page is Intentionally left Blank

                                       11
<PAGE>

 (D)  OPERATIONS  AND  RESULTS  FOR  THE  PAST  FOUR  FISCAL  YEARS.

<TABLE>
<CAPTION>
                                                                                  Inception
                                                                                  March 25,
                                               For the Years                        1998
                                                   ended                             to
 Operations                                      December 31                       12/31
                                      2001         2000       1999        1998      2001
--------------------------------------------------------------------------------------------
<S>                         <C>              <C>          <C>        <C>         <C>
Revenues:. . . . . . . . .  $            0   $    5,000   $      0   $       0   $   5,000
 Total Revenues. . . . . .               0        5,000          0           0       5,000
Expenses:
 General & Administrative.        (190,772)     (36,980)   (27,825)   (191,527)   (447,256)
                            ===============================================================
 Total Expenses. . . . . .        (190,772)     (36,980)   (27,825)   (191,527)   (447,256)
Interim Net (Loss) . . . .        (190,772)     (31,980)   (27,825)   (191,527)   (442,256)
Cumulative Effect of . . .                                 (12,000)                (12,000)
Accounting Change
Net (Loss) . . . . . . . .        (190,772)     (31,980)   (39,825)   (191,527)   (454,256)
                            ===============================================================
</TABLE>



     We  have  enjoyed  no  revenues  this  year,  but  have continued to incur
expenses,  in  connection with two failed acquisitions, and our current probable
acquisition.  These statements do not reflect our probable acquisition of OTI in
year  2002.  Our  expenses  have consisted of legal, professional and accounting
fees  since  our  inception.  Only  very  modest  and  incidental  expense  is
attributable  to  our  revenue  generation.

 (E)  FUTURE  PROSPECTS/ACQUISITION CANDIDATE. Our future prospects are expected
to  be  those  of  Omnitrix Technologies, Inc., following acquisition. As of the
final preparation of this Annual Report for the year ended December 31, 2001, we
expect  to  close  that  acquisition  about the end of March 2002. The resulting
reorganized  company is expected to be re-named and called Nomadic Collaboration
International,  Inc.


                         ITEM 2.  FINANCIAL STATEMENTS.

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

                                       12
<PAGE>

Standard  No.  1  (Independence  Discussions  with  Audit  Committees),  and the
Committee  discussed  with the independent accountants that firm's independence.

     Based  upon  the Committee's discussions, and review, of the foregoing, the
Committee recommended that our audited financial statements in our Annual Report
on  Form  10-KSB for the year ended December 31, 2001 be included and filed with
the  Securities  and  Exchange  Commission.

          AUDITED  FINANCIAL  STATEMENTS:  for the years ended December 31, 2001
and  2000, are provided as Financial Statement: Attachment FK-01, filed herewith
are  incorporated herein by this reference as though fully set forth herein. Our
Balance  Sheet  and Statement of Operations have been selectively reproduced and
discussed  in  the  preceding  Item  6.


             ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.
                                    PART III


    ITEM 4.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     Effective  August  1,  2001,  our  affairs  have  been entrusted to WILLIAM
STOCKER,  Attorney  at Law, as Custodian and Trustee of our affairs. Mr. Stocker
has  been  our  Special Securities Counsel continuously since our inception. Mr.
Stocker  has  been  engaged in representing development stage corporations since
1988.  From  1969 until 1988, he was engaged in general business, bankruptcy and
real  estate  litigation.

     Disclosure  is  also  provided  as to other persons who served as officers,
directors or controlling persons, during this reporting year 2001, before August
1,  2001.

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

     KIRT  W.  JAMES,  age,  43,  our former 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

                                       13
<PAGE>

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 inactive. 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.

      PETER  ZOUVAS, JERRY WITTE and DAVID STEVENSON were appointed as Directors
of  DP  Charters,  Inc., upon initial closing of the organization and of the new
subsidiary,  DP  Exploration Corp. The Board of Directors Minutes, dated May 15,
2001 report the resignation of the former directors, J. Dan Sifford, Kirt James,
David  Stevenson  and Peter Zouvas and the appointment of Mark Zouvas as CFO and
Director  to  join  Jerry  Witte, President. These Officers and Directors served
briefly  until  July  31,  2001, about which time the DP Exploration project was
abandoned.

     JERRY  D.  WITTE,  age  48,  served  as  the  President and Director of the
Company.  He  has  over  twenty  years experience in the oil and gas exploration
industry.  Currently  he  is  the  President, of FEI exploration, an oil and gas
exploration  company  generating prospect using RRTs technologies in conjunction
with  traditional  exploration  tools.  From  1998  to 1999 he acted as the Vice
President  of  Exploration for Power Exploration, a start up company focusing on
using risk reduction technologies as recon exploration tools and then confirming
with  traditional  exploration  technologies.  As VP of Exploration he conducted
research  into  the  science  and  patents  behind  risk  reduction  tools.

     From  1985  to  1998  Mr.  Witte  held  the  following positions with Sonat
Exploration:  From 1997 to 1998 he held the position of Manager of Earth Science
Applications which focused on reducing cost, making better business decision and
reducing  risk  of exploration achieved by using computers and new technologies.
From  1993  to  1996  he  held  the position of Manager of Corporate Exploration
Planning  and  Special  Projects  which concentrated on workflow and exploration
strategy  analysis,  budgeting,  short  and  long-term  economic  forecast,
presentation  of  technical  sciences and company data to Directors and NY stock
analysis  community.  From  1988  to  1992  he  held  the position of Manager of
Acquisition  Evaluations  where  he was responsible for property acquisition for
Sonats  initial  phase  of  acquisition and field development, over $300 million
dollars  spent  while  more  than  doubling  the  companies  reserve  base.  300
development  wells  drilled  with 90% success.  And from 1986 to 1988 he was the
District  Geologist  responsible  for  field mapping for additional development.

     From  1982  to  1985  Mr.  Witte  worked  for Gulf Oil as a Development and
Enhanced  Recovery  Geologist.  Detailed reservoir mapping of highly faulted oil
fields  for  additional development opportunities. Last well drilled found 90 ft
of  new pay in center of a field with over 500 wells. From 1982 to 1979 he was a
Geologist  for  Reservoirs  Inc.,  where  he used Scanning Electron Microscope &
X-Ray diffraction, identify the minerals that were hindering production. He also
determined  completion  or  remedial  workover  solutions  that would reverse or
control  this  problem.

     MARK ZOUVAS, age 38, served as Chief Financial Officer and Director for the
Company.  He  has  a  Bachelors  Degree  in  accounting and Real Estate from the
University of California at Berkeley.  As a staff auditor with Price Waterhouse,
he has performed services for clients in the banking and real estate industries.
Mr.  Zouvas  has  been involved in various venture capital transactions over the
past  ten  years.  He was a broker and an accountant in the state of California.
Mr. Zouvas currently serves as the Chief Financial Officer of Power Exploration,
Inc.  a  publicly  traded  oil  and  gas exploration firm located in Fort Worth,
Texas.  He  is  also  a  member  of  their  Board  of  Directors.

     J.  Dan Sifford and Kirt W. James were initially the Officers and Directors
of  Intrepid  International  Ltd.  of  Nevada,  originally  the  United  States
Subsidiary  of  Intrepid  International  S.A.  of  Panama,  then  the  Principal
Shareholder.  Please  see  Item  7, Certain Relationships etc., for information.

                                       14
<PAGE>

                        ITEM 5.  EXECUTIVE COMPENSATION.

     Our Corporate Custodian and Trustee accrues compensation at his normal rate
of $300 per hour. During the year 2001 he received 4,000 shares of common stock,
valued  at a total of $800 (800,000 pre-slit at par value of $0.001), registered
on July 18, 2001 on Form S-8 and as amended on March 13, 2002. Previous officers
and  directors  during  2001  did  not  receive  any  form  of  compensation.

     SUMMARY  COMPENSATION, TABLE A. the disclosure of Executive compensation is
now  provided  in  the  tabular  form  required  by  the Securities and Exchange
Commission,  pursuant  to  Regulation  '  228.402.


<TABLE>
<CAPTION>
<S>                  <C>          <C>        <C>         <C>         <C>       <C>      <C>      <C>
                                                                   |    Long Term Compensation   |
                              |        Annual Compensation         |        Awards      | Payouts|
a . . . . . . . . .  b        |       c            d          e    |     f        g     |   h    |   i    |
Name. . . . . . . .                                                          Securities
And . . . . . . . .                                          Other    Restric-   Under-          All Other|
Principal . . . .                                         .  Annual     Ted     Lying             Compen- |
Position. . . . . .                                          Compen-   Stock   Options    LTIP     Sation |
                                    Salary       Bonus     Sation ($)  Awards  SARs (#)  Payouts     ($)  |
                         Year         ($)         ($)                   ($)               ($)             |
----------------------------------------------------------------------------------------------------------|
William Stocker,         2001          0           0            0        800      0        0          0   |
Custodian                2000          0           0            0          0      0        0          0   |
                         1999          0           0            0          0      0        0          0   |
J. Dan Sifford, .        2001          0           0            0          0      0        0          0   |
President                2000          0           0            0          0      0        0          0   |
                         1999          0           0            0          0      0        0          0   |
</TABLE>




    ITEM 6.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     To  the  best of our knowledge and belief the following disclosure presents
the  total  beneficial  security ownership of all Directors and Nominees, naming
them,  and  by all Officers and Directors as a group, without naming them, known
to  or discoverable by us. To the best of our knowledge and belief the following
disclosure  presents  the  total security ownership of all persons, entities and
groups,  known to or discoverable by us, to be the beneficial owner or owners of
more  than  five percent of any voting class of our stock. More than one person,
entity or group could be beneficially interested in the same securities, so that
the  total of all percentages may accordingly exceed one hundred percent of some
or  any  classes. Please refer to explanatory notes if any, for clarification or
additional  information.  The  Registrant  has  only  one class of stock; namely
Common  Stock.  More  than  one  person,  entity  or group could be beneficially
interested  in  the  same  securities,  so that the total of all percentages may
accordingly  exceed  one  hundred  percent. Please refer to explanatory notes if
any,  for  clarification  or  additional  information.  The  total  issued  and

                                       15
<PAGE>

outstanding  is  presented  at the foot of the table for reference, and not as a
total  of  the  column  above  it.


<TABLE>
<CAPTION>
Name and Address of Beneficial Owner             Actual                Attributed
common stock                                     shares                  shares
                                                 owned          %         Owned       %
-------------------------------------------------------------------------------------------
<S>                                            <C>         <C>          <C>         <C>
William Stocker Esq. (1)
34190 Sepulveda Ave, Suite 200
Capistrano Beach CA 92624 Attorney Custodian.       4,000         0.00  74,009,683   87.59
Intrepid International Ltd. (1)
c/o William Stocker Esq.
34190 Sepulveda Ave, Suite 200
Capistrano Beach CA 9262. . . . . . . . . . .  74,005,683        87.58  74,009,683   87.59
All Officers and Directors as a Group . . . .  74,009,683        87.59  74,009,683   87.59
                                               ===========================================
Reference Only: Total Issued and Outstanding.  84,497,072       100.00
                                               =======================
</TABLE>



     (1)  Following  the  failure  of  two successive acquisitions programs, the
previous  officers  and  directors  retired  on  May  15, 2001. William Stocker,
attorney  at  law, assumed the Custodianship of our affairs. Mr. Stocker is also
Custodian  and  Trustee  for the former Intrepid International, Ltd., of Nevada,
for  the  purpose  of winding up its affairs. Intrepid is an interim controlling
shareholder  temporarily.  The 74,009,683 shares are scheduled for cancellation,
upon  closing  the  current  probable  acquisition.

     CHANGES  IN  CONTROL.  The  current  probable acquisition would result in a
change  of control of this Corporation. It has been fully disclosed in Item 1 of
Part  I.


            ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     INTREPID  INTERNATIONAL,  S.  A.  ("Intrepid-Panama")  was  our  principal
shareholder originally. INTREPID INTERNATIONAL, LTD. ("Intrepid-Nevada") was the
United  States  agent  of  and  for Intrepid-Panama in North America and Europe.
Neither  Intrepid  International  (Panama  or  Nevada)  is,  was  or acted as an
investment banker, nor a broker or dealer of securities. Intrepid was a provider
of  technical  support  services  to  us. The officers of Intrepid International
(Nevada) were two individuals; Kirt W. James, and J. Dan Sifford, Jr., which two
individuals  were  historically  our officers and directors. Mr. Sifford was the
sole  director,  as  United  States  Representative  of  Intrepid-Panama.  These
relationships  terminated  no  later  than  July  31,  2001.

     Currently  no  relationship exists between Intrepid-Panama. Intrepid-Nevada
is  insolvent  and under the Custodianship of William Stocker. Mr. James and Mr.
Sifford  retired  from  corporate  offices  with  us,  about  May  2001.

                                       16
<PAGE>

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


 (A)  FINANCIAL  STATEMENTS.  AUDITED  FINANCIAL STATEMENTS: for the years ended
December  31,  2001  and  2000,  are provided as Financial Statement: Attachment
FK-01,  following  the  body  of  filing.

 (B)  FORM  8-K  REPORTS.  None.

 (C)  EXHIBITS.

     (1)  The  following  Exhibits are incorporated by reference to our previous
Form  10-KSB,  for  the  year  ended  December  31,  2000.

     Exhibit  3.1   Articles  of  Incorporation:  DP  Charters,  Inc.,  a Nevada
Corporation

     Exhibit  3.2   By-Laws:  DP  Charters,  Inc.


     (2)  The  following Exhibit is incorporated by reference to Attachment A to
our  Definitive  Information  Statement  Form  14C.

     Exhibit  2.1   Plan  of  Reorganization.


                                   SIGNATURES

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

Dated:  March  20,  2002
                                DP CHARTERS, INC.
                                       by

                               /s/William Stocker
                                 William Stocker
                            Custodian / Sole director

                                       17
<PAGE>

--------------------------------------------------------------------------------
                                ATTACHMENT FK-01

                          AUDITED FINANCIAL STATEMENTS:

                               FOR THE YEARS ENDED
                           DECEMBER 31, 2001 AND 2000
                                       AND
                                    INCEPTION
--------------------------------------------------------------------------------

                                       18
<PAGE>

                               D P CHARTERS, INC.
                          (a Development Stage Company)
                              FINANCIAL STATEMENTS
                           December 31, 2001 and 2000

                                       19
<PAGE>

                                 C O N T E N T S



Independent  Auditor's  Report  .                          21

Balance  Sheets                                            22

Statements  of  Operations                                 23

Statements  of  Stockholders'  Equity  .                   24

Statements  of  Cash  Flows       .                        26

Notes  to  the  Financial  Statements  .                   27

                                       20
<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, 2001 and 2000 and the related
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended  December  31,  2001,  2000 and 1999 and from    inception on December 18,
1997  through  December  31,  2001.  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, 2001 and 2000 and the related
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended  December  31, 2001, 2000 and 1999 and from inception on December 18, 1997
through  December  31,  2001  in  conformity  with generally accepted accounting
principles.

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

/s/Chisholm  &  Associates
Chisholm  &  Associates
North  Salt  Lake,  Utah
March  16,  2002

                                       21
<PAGE>

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

                                     ASSETS

                                                      December  31,
                                               2001                  2000
--------------------------------------------------------------------------------

Current  assets
   Cash                                  $            -          $         996
   Notes  Receivable  (Note  6)                       -                    600

      Total  Assets                      $            -          $       1,596
                                         ======================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current  Liabilities
   Accounts  Payable                              1,375                      -
Accounts Payable-related party (Note 4)  $      110,004          $      31,980
      Total  Liabilities                        111,379                 31,980


Stockholders'  Equity
   Common  Stock,  authorized
     100,000,000  shares  of  $.001  par  value,
     issued  and  outstanding  84,497,072  and
     383,300,  respectively                      84,497                    383
   Additional  Paid  in  Capital                258,380                232,717
   Deficit  Accumulated  During  the
     Development  Stage                        (454,256)              (263,484)

       Total  Stockholders'  Equity            (111,379)               (30,384)


Total Liabilities and
Stockholders' Equity                     $            -          $       1,596
                                         ======================================

  The accompanying notes are an integral part of these financial statements.

                                       22
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                             From
                                                                                         Inception  on
                                                      For  the  Year                     December  18,
                                                          Ended                          1997 through
                                                       December 31,                      December  31,
                                          2001            2000              1999             2001
----------------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>              <C>              <C>

Revenues:                                $           -     $       5,000    $          -     $      5,000

Expenses:

   General  &  Administrative                 (190,772)          (36,980)        (27,825)        (447,256)

          Total  Expenses                     (190,772)          (36,980)        (27,825)        (447,256)

Net  (Loss)  Before  Cumulative
        Effect  of  Accounting  Change        (190,772)          (31,980)        (27,825)        (442,256)

Cumulative Effect of Accounting Change               -                 -         (12,000)         (12,000)

Net  (Loss)                              $     (190,772)   $     (31,980)   $    (39,825)    $   (454,256)
                                         =================================================================
Net  (Loss)  Per  Share:
     Loss  before  cumulative  effect
        of accounting change                       (.01)            (.01)           (.01)            (.10)
     Cumulative Effect of Accounting Change           -                -               -                -

Net  (Loss)  Per  Share                  $         (.01)   $        (.01)   $       (.01)    $       (.10)
                                         =================================================================

Weighted  average shares outstanding         13,096,022        1,715,897       4,136,532        4,249,874
                                         =================================================================
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                       23
<PAGE>

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

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

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

Shares issued for organizational costs       1,000,000            1,000           19,000                -                 -

Shares  issued  for  cash  at  $0.625
  per  share                                   190,400              190          118,810                -                 -

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

Balance,  December  31,  1997                1,190,400            1,190          137,810                -              (152)

Shares  issued  for  cash  at  $0.625
  per  share                                   129,600              130           80,870                -                 -

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

Balance,  December  31,  1998                1,320,000            1,320          218,680                -          (191,679)

Shares  issued  for  subscription
 receivable  at  $2.00  per share                  300                -              600             (600)                -

Shares  issued  for  services  at  $0.20
 per share                                      62,500               63           12,437                -                 -

Net loss December 31, 1999                           -                -                -                -           (39,825)

Balance,  December  31,  1999                1,382,800            1,383          231,717             (600)         (231,504)

Shares  canceled                              (999,500)          (1,000)         198,900                -                 -

Converted  to notes receivable                       -                -                -              600                 -

Net  loss  December 31, 2000                         -                -                -                -           (31,980)

Balance,  December  31,  2000                  383,300              383          232,717                -          (263,484)

Shares  issued  for  license  agreement
 at  $0.20  per  share                          25,000               25            4,975                -                 -

Shares  canceled for license agreement         (25,000)             (25)          (4,975)               -                 -

Shares  issued  for  debt  relief  at  $0.20
 per  share                                    100,000              100           19,900                -                 -

Contributed  Capital                                 -                -            5,763                -                 -
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                       24
<PAGE>

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

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

Rounding  of  shares                             13,973              14               -                -                  -

Shares  issued  for  services  at  $0.001
 per  share                                  10,000,000           10,000              -                -                  -

Shares  issued  for  services  at  $0.001
 per  share                                  74,000,000           74,000              -                -                  -

Canceled  shares                                   (201)               -              -                -                  -

Net  loss  December  31,  2001                        -                -              -                -           (190,772)

Balance,  December 31, 2001 84,497,072   $       84,497    $     258,380   $          -   $     (454,256)
                                         ================================================================
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                       25
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                          From
                                                                                     Inception  on
                                                     For the Year                     December 18,
                                                        Ended                        1997  through
                                                     December  31,                    December 31,
                                         2001            2000            1999             2001
------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>            <C>            <C>
Cash  Flows  form  Operating  Activities

     Net  loss                       $       (190,772)   $     (31,980)   $   (39,825)   $   (454,256)
     Adjustments  to  reconcile
       net  loss  to  net  cash
       provided  by  operations
     Amortization                                   -                -         16,000          20,000
     Shares issued for services                84,014                -         12,500          96,514
     Decrease in accounts receivable              600                -              -             600
     Increase  in accounts payable              1,375                -              -           1,375
     Increase  in  accounts  payable-related
        party                                 103,787           31,980              -         135,767

Net  Cash  Flows  used  in
 Operating  Activities                           (996)               -        (11,325)       (200,000)

Cash Flows from Investment Activities:              -                -              -               -

Cash  Flows  from  Financing  Activities:

      Proceeds  from Issuance of stock               -               -              -         200,000

Net  increase  (decrease)  in cash                (996)              -        (11,325)              -

Cash,  beginning  of  year                         996             996         12,321               -

Cash,  end  of year                    $             -   $         996   $        996    $          -
                                       ===============================================================

Supplemental  Cash  Flow  Information
   Cash  Paid  for:
     Interest                          $             -   $           -   $          -    $          -
     Taxes                             $             -   $           -   $          -    $          -
</TABLE>


Supplemental  Non-cash  Disclosure:

In  1999,  the  Company issued 62,500 of its common stock for services valued at
$12,500.

In  2000, the Company's shareholders returned 999,500 shares of its common stock
which  were  then  cancelled.

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

  The accompanying notes are an integral part of these financial statements.

                                       26
<PAGE>

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

Supplemental  Non-cash  Disclosure  (continued):

In  2001,  the  Company issued 100,000 shares of common stock to a related-party
for debt relief valued at $20,000.  In 2001, the same related-party forgave debt
in  the  amount  of  $5,763.

In  2001,  the  Company  issued  $10,000,000 shares of common stock for services
valued  at  $10,000.

In 2001, the Company issued $74,000,000 shares of common stock for services to a
related-party  valued  at  $74,000.

                                       27
<PAGE>

                               D P CHARTERS, INC.
                          (a Development Stage Company)
                       Notes to The  Financial Statements
                           December 31, 2001 and 2000

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  $454,256  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,
2001  and  2000.

                                              December  31,
                                        2001                2000
--------------------------------------------------------------------
     NOL  carrryforward            $     154,400       $     86,000
     Valuation  allowance               (154,400)           (86,000)
     Total                         $           -       $          -
                                   =================================

     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.

                                       28
<PAGE>

                               D P CHARTERS, INC.
                          (a Development Stage Company)
                       Notes to The  Financial Statements
                           December 31, 2001 and 2000

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

     In July 2001, the Company issued 20,000,000 shares of its common stock to a
related-party  for  debt  relief  valued  at  $20,000.  In  July  2001, the same
related-party  forgave  debt  in  the  amount  of  $5,763.

     In  November 2001, the Company issued 74,000,000 shares of its common stock
to  a  related-party  for  services  valued  at  $74,000.


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  300  shares  of its common stock for a
subscription  receivable  of  $600.

In April 1999, the Company issued 62,500 shares of its common stock for services
valued  at  $12,500.

                                       29
<PAGE>

                                D P CHARTERS INC.
                          (a Development Stage Company)
                        Notes to The Financial Statements
                           December 31, 2001 and 2000

NOTE  6  -  Stockholders'  Equity  (continued)

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

     In December 2000, the Company's shareholders returned 999,500 shares of its
common  stock.  These  shares  were  then  cancelled  by  the  Company.

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

     In March 2001, the Company authorized a 2 for 1 forward split of its common
stock.  The financial statements have been retroactively restated to reflect the
forward  split.

     In  March  2001, the Company issued 25,000 shares of its common stock for a
license  agreement  valued at $5,000.  In June 2001, these 25,000 shares as well
as  the  license  agreement  were  cancelled.

     In  July  2001,  the  Company issued 100,00 shares of its common stock to a
related-party  for  debt  relief  valued  at  $20,000.  In  July  2001, the same
related-party  forgave  debt  totaling  $5,763.

     In  August  2001,  the  Company  authorized  a 1 for 2 reverse split of its
common  stock.  The  financial  statements  have  been retroactively restated to
reflect  the  reverse  split.

     In  October  2001,  the Company authorized a 1 for 100 reverse split of its
common  stock.  The  financial  statements  have  been retroactively restated to
reflect  the  reverse  split.

     In  November 2001, the Company issued 10,000,000 shares of its common stock
for  services  valued  at  $10,000.

     In November 2001, the Company issued $74,000,000 shares of its common stock
for  services  to  a  related-party  valued  at  $74,000.

                                       30
<PAGE>