SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the fiscal year ended December 31, 2000

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from ___________ to ___________

Commission file number: 000-28373

                               AdPads Incorporated
         (Exact name of Small Business Issuer as Specified in Its Charter)

                 Colorado                                84-1306598
         (State of Incorporation)                    (I.R.S. Employer
                                                     Identification No.)

                               AdPads Incorporated
                   1000 Highway 34, Matawan, New Jersey 07747
                    (Address of Principal Executive Offices)

                                 (732) 290-8940
                (Issuer's Telephone Number, Including Area Code)


              ----------------------------------------------------
              (Former Name, Former Address and former Fiscal Year,
                          if Changed Since Last Report)

Check whether the issuer:  (1) filed all reports required to be filed by Section
12 or 15(d) of the  Exchange  Act during the past 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.

Yes [X]  No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSURES

As of March 23, 2001 the Issuer had  25,091,474  shares of Common Stock,  no par
value outstanding.

         Transitional Small Business Disclosure Format (check one):

                                                            Yes [ ]   No [X]


<PAGE>

                                FORM 10-KSB INDEX

                                     PART I

                                                                        PAGE
                                                                        ----
ITEM 1   Business                                                         1

ITEM 2   Properties                                                       2

ITEM 3   Legal Proceedings                                                2

ITEM 4   Submission of matter to a vote of Security Holders               2


                                     PART II

ITEM 5   Market for Registrant's Common Equity
         and Related Stockholders Matters                                 3

ITEM 6   Management's Discussion and Analysis of Financial
         Condition and Results of Operations                              3

ITEM 7   Financial Statements and Supplementary Data                  5, F1-F11

ITEM 8   Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure                           6


                                    Part III

ITEM 9   Directors and Executive Officers of the Registrant               6

ITEM 10  Executive Compensation                                           7

ITEM 11  Security Ownership of Certain Beneficial
         Owners and Management                                            8

ITEM 12  Certain Relationships and Related Transactions                   8


                                     PART IV

ITEM 13  Exhibits and Reports on Form 8-K                                 8


<PAGE>



                                     PART I

ITEM 1  Business

     AdPads  Incorporated  (OTCBB:  "APAD"),  provides its customers with a wide
array of marketing services.  From printed items to Internet based products,  we
are a one-stop-operation.

Our namesake,  the AdPads  Marketing  System,  is our "front-line"  media.  This
system  consists of custom  designed  display  boards that are installed in high
traffic  locations  throughout  the  community.  A monetary fee or an equivalent
amount of  marketing  service is provided to the  location  hosting the board in
exchange for this  exclusive  right.  Supermarkets,  family  restaurants,  movie
theaters  and  shopping  centers are typical  examples.  The display  boards are
specially  constructed  to  hold  full-color,  4  inch  by  5  inch  pads,  each
representing a different advertiser. The AdPads, in a "take-one" format, provide
an enormous amount of visibility for each displayed advertiser. The business may
offer a coupon on its AdPad,  which  allows  the  system to  provide  measurable
results  through  a  recording  of  redemption  by the  advertiser.  Each  ad is
displayed  for a period of one year  with an  unlimited  supply of pads.  AdPads
allows  only one  business  in each  category  to  contract  for a space on each
display board.  This  guarantees  that a competing  business is never allowed to
advertise  directly  next to a  competitor.  Our  maintenance  staff visits each
display  board  location  to  refill  the pads at least  once per week to assure
maximum  visibility during the length of the contract.  As of December 31, 2000,
AdPads has display boards in over 100 locations in Central New Jersey,  and have
started small test areas in Kansas City, MO and Alexandria, VA.

In addition to AdPads,  the  printed  version,  each  customer  receives,  at no
additional  charge,  a page on our web site  located at  www.adpads.com.  At the
bottom of each page of every AdPad,  the end consumer is  encouraged to view and
print hundreds of offers from the web site. When they visit the site,  consumers
are shown a series of maps. Through a few simple clicks, they are presented with
a list of  businesses  in their  area  offering  discounts  through  the  AdPads
program.  They may choose any one, view it on their screen,  print it and redeem
it. Our clients get 24 hour per day, 7 day a week exposure.

AdPads  offers full graphic  design and printing  services.  Flyers,  brochures,
envelopes, letterheads, business cards, banners and much more are offered to our
clients.  Through high-tech  digital  printing,  we provide the highest level of
quality and  customer  service at costs far below local  print  shops.  From one
color to full-color, we can do it all. In addition, pick-up and delivery service
is available.

Custom  direct mail  campaigns  are another  service  offered by AdPads.  We can
define a "target market" for the client.  Next, we develop and print the piece -
a postcard,  letter or a tri-fold  brochure.  The mailing  list is based on very
specific criteria and is prepared and shipped at bulk postage rates.

AdPads also offers internet web site development.  We provide turn-key solutions
for any business service, retail,  professional or manufacturing looking to have
a  presence  on the World  Wide Web.  From  simple  "online  brochures"  to full
e-commerce  enabled web sites,  AdPads can handle the job. Our talented staff of
graphic designers and programmers put together the hottest,  most functional web
sites ever seen on the Internet.  We are  constantly  upgrading to stay ahead of
the competition and to provide our clients with the latest technology available.


                                       1
<PAGE>


Our client base is developed through our team of marketing consultants. After an
initial training period,  these  professional sales reps are sent into the field
to  develop  relationships  with  local  business  owners.  It is this  personal
contact,  along with the  "one-stop-shop"  advantage that sets us apart form all
other places that provide similar services.  Each potential client is introduced
to the AdPads Marketing System. In addition, the consultant describes all of the
additional  marketing  services that we provide.  The consultant  listens to the
client,  evaluates  his/her needs and suggests products and services to help the
client  increase  business  and profits.  The goal is to  establish  and ongoing
relationship  between the client and  marketing  consultant.  This  provides the
client with a single source for all marketing  needs. It provides the consultant
and the company a continuous  stream of revenue  without the need to  constantly
bring in new accounts.

However,  AdPads presently operates at a loss and has not received revenues from
operations  sufficient to maintain its  operations.  AdPads has raised funds for
operations through the sale of its securities and may continue to do so.

On March 15,  2000,  the Company  executed an "Asset  Purchase  Agreement"  with
Regents Roads, Ltd, a Colorado corporation. Pursuant to the terms and conditions
of that  Agreement,  Regents  issued  16,000,000  shares or an  amount  equal to
approximately eighty-nine percent (89%) of its post-Agreement outstanding no par
value common voting stock in exchange for the AdPads  assets.  All of the shares
of  Regents  common  stock  issued  to  AdPads  were  deemed  to be  "restricted
securities" as defined in Rule 144 of the Securities and Exchange Commission and
were issued in accordance with and subject to, applicable securities laws, rules
and regulations.

See form 8K filed through EDGAR on March 23, 2000 and Incorporated by reference.

ITEM 2  Properties

AdPads  maintains  its  administrative  corporate  offices at 1000  Highway  34,
Matawan,  New Jersey 07747. The offices are leased in a 2,000 square foot office
facility held under an annual lease. The annual rental is $24,000.

ITEM 3  Legal Proceedings

There were no material legal proceedings against the Company or its officers and
directors in their capacities as such.

ITEM 4  Submission of Materials to a Vote of Security Holders

NONE


                                       2
<PAGE>


                                     PART II

ITEM 5 Market for Common Equity and Related Stockholder Matters

Price Range of Common Stock

The Company's  common stock trades on the Over The Counter  Bulletin Board under
the symbol "APAD". As of December 31, 2000 there were  approximately 150 holders
of record of its common stock.

The  following  table sets forth the  quarterly  high and low bid prices for the
periods indicated through December 31, 2000 as reported by NASDAQ.

      Period                          Low Bid            High Bid
      ------                          -------            --------

     4/1/00 - 6/30/00                   $.25             1.1875
     7/1/00 - 9/30/00                   $.25              .6875
     10/1/00 - 12/31/00                 $.09              .4375

The transfer agent for the Company's Common Stock is Corporate Stock Transfer.

ITEM 6 Management's  Discussion and Analysis of Financial  Condition and Results
       of Operations

The following is  management's  discussion  and analysis of certain  significant
factors  which have  affected the  Company's  financial  position and  operating
results  during the periods  included in the  accompanying  condensed  financial
statements.

The  discussion  and analysis  which  follows in this Annual Report and in other
reports and documents of the company and oral  statements  made on behalf of the
Company by its  management  and  others may  contain  trend  analysis  and other
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934 which reflect the  Company's  current views with respect to
future events and financial  results.  These  include  statements  regarding the
Company's earnings, projected growth and forecasts and similar matters which are
not historical  facts.  The Company reminds  stockholders  that  forward-looking
statements  are merely  predictions  and  therefore  are  inherently  subject to
uncertainties  and other  factors  which could cause the actual future events or
statements.  These uncertainties and other factors include,  among other things,
business conditions and growth in the food industry and general economies,  both
domestic and  international;  lower than expected  customer orders;  competitive
factors;   changes  in  product  mix  or  distribution  channels;  and  resource
constraints   encountered  in  developing  new  products.   The  forward-looking
statements contained in this Annual Report and made elsewhere by or on behalf of
the Company should be considered in the light of these factors.

Results of Operations

Year ended December 31, 2000 compared with year ended December 31, 1999:


                                       3
<PAGE>


The Company's fiscal year ends on December 31.

The Company  anticipates  that sales during the current fiscal year will improve
over  prior  comparable  periods  based on  Corporate  Territory  Expansion  and
implemention of franchise development.  Such increases are dependent upon market
acceptance, for which no assurance can be given.

Net revenue for the period ended  December 31, 2000 was $126,605,  a decrease of
$4,409 or 3.4% from the sales level  realized for the period ended  December 31,
1999. The Company's gross profit for the current period  increased by $2,701 and
its gross profit percentage increased by approximately 4.8% when compared to the
same period last year.

Selling,  general and administrative  expense increased to $594,071 for the year
ended  2000  compared  with  $169,362  for the  comparable  period  in 1999  due
primarily to an increase in trade show costs,  professional fees associated with
being public, additional personnel and the development and implementation of the
Company's franchising strategy.


Liquidy and Capital Resources

The Company's working capital deficit increased to $144,562 at December 31, 2000
from a deficit of $38,264 at December 31, 1999 due to the loss from  operations,
purchase of software and computer equipment and the purchase of Visual offset by
sale of common stock and exercise of warrants.  Accounts receivable decreased to
$3,365 at December 31, 2000, a decrease of $45,403 from December 31, 1999.

Accounts  payable  and  accrued  expenses  increased  by $86,791 to  $110,240 at
December  31,  2000,  as  compared  to  December  31,  1999,  as a result of the
Company's  increased selling,  general and administrative  costs and shortage of
cash.

The Company raised  $395,000 by issuance of stock and warrants during the twelve
months ended December 31, 2000. The Company also borrowed approximately $100,000
from several shareholders.  The Company expended $150,000 for the acquisition of
Visual,  $81,420 for the purchase of  equipment  and  approximately  $300,000 to
cover loss from operations.

The Company is attempting to increase sales by recruiting  sales  representative
and  implementing  its  franchising  strategy.  It is also  attempting  to raise
additional equity capital. Should the Company be unsuccessful in its attempts to
raise  capital  and/or  increase  sales,  the  Company may be unable to continue
operations.


                                       4
<PAGE>


ITEM 7  Financial Statements and Supplementary Data


                          INDEPENDENT AUDITORS' REPORT


To the Shareholders of
AdPads Incorporated


We have  audited  the  accompanying  balance  sheets of AdPads  Incorporated  (A
Development  Stage  Company) as of December  31, 2000 and 1999,  and the related
statements of operations,  changes in shareholders' equity (deficiency) and cash
flows for the years ended  December 31, 2000 and 1999 and for the period  August
12, 1998, (date of inception) to December 31, 2000.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  AdPads  Incorporated  (A
Development Stage Company) at December 31, 2000 and 1999, and the results of its
operations  and its cash flows for the years ended  December  31, 2000 and 1999,
and the period  August 12, 1998,  date of  inception,  to December 31, 2000,  in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements,  the Company's financial position at December 31, 2000 and
results of  operations  and cash flows to December  31,  2000 raise  substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans in regard to these  matters are also  described  in Note 2. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.






                                                            WISS & COMPANY, LLP

Red Bank, New Jersey
March 23, 2001


                                      F-1
<PAGE>

                              ADPADS, INCORPORATED
                          (A Development Stage Company)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                                         December 31,
                                                                                                         ------------
                                         ASSETS                                                      2000            1999
                                                                                                     -----           ----
<S>                                                                                               <C>                <C>
     CURRENT ASSETS:
      Accounts receivable, less allowance for doubtful
         accounts of $1,000  in 2000 and 1999                                                     $   3,365          $  48,768
      Inventories                                                                                     8,695              8,367
      Prepaid expenses and other current assets                                                        --                3,056
                                                                                                  ---------          ---------
        Total current assets                                                                         12,060             60,191
     PROPERTY AND EQUIPMENT                                                                         114,625             83,732
                                                                                                  ---------          ---------
                                                                                                  $ 126,685          $ 143,923
                                                                                                  =========          =========
                LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

     CURRENT LIABILITIES:
      Cash overdraft                                                                              $   4,821          $   3,436
      Current maturities of long-term debt                                                           15,273              8,227
      Accounts payable                                                                               64,728             17,331
      Accrued expenses                                                                               45,512              6,118
      Deferred revenue                                                                               26,288             51,643
      Billings in excess of costs on uncompleted contracts                                             --               11,700
                                                                                                  ---------          ---------
        Total current liabilities                                                                   156,622             98,455
                                                                                                  ---------          ---------
     OTHER LIABILITIES:
        Long-term debt, less current maturities                                                      52,379             36,036
        Due to shareholders                                                                         138,175             31,500
                                                                                                  ---------          ---------
                                                                                                    190,554             67,536
     COMMITMENTS
     SHAREHOLDERS' EQUITY (DEFICIENCY)
      Common stock, no par value, authorized 50,000,000
        shares; issued 24,591,474 in 2000 and 15,542,000 in 1999                                    382,198             75,504
        Deficit accumulated during the development stage                                           (602,689)           (97,572)
                                                                                                  ---------          ---------
            Total liabilities and shareholders' equity (deficiency)                                (220,491)           (22,068)
                                                                                                  ---------          ---------
                                                                                                  $ 126,685          $ 143,923
                                                                                                  =========          =========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-2
<PAGE>


                              ADPADS, INCORPORATED
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                                                 August 12, 1998,
                                                                       Year Ended              Year Ended       Date of Inception,
                                                                       December 31,           December 31,         to December 31,
                                                                           2000                   1999                  2000
                                                                           ----                   ----                  ----
     REVENUES                                                          $    126,605           $    131,014           $ 267,407
                                                                       ------------           ------------           ---------
<S>                                                                          <C>              <C>                    <C>
     COSTS AND EXPENSES:
      Cost of revenues                                                       24,792                 31,902              67,121
      Selling, general and administrative                                   594,071                169,362             788,887
                                                                       ------------           ------------           ---------
                                                                            618,863                201,264             856,008
                                                                       ------------           ------------           ---------
     LOSS FROM OPERATIONS                                                  (492,258)               (70,250)           (588,601)
     INTEREST EXPENSE                                                        12,859                  1,229              14,088
                                                                       ------------           ------------           ---------
     NET LOSS                                                          $   (505,117)          $    (71,479)          $(602,689)
                                                                       ============           ============           =========

     WEIGHTED AVERAGE COMMON
       SHARES OUTSTANDING:
        Basic and diluted                                                22,896,351             15,542,000
                                                                       ============           ============

     NET LOSS PER COMMON SHARE:
        Basic and diluted                                              $       (.02)          $       --
                                                                       ============           ============

</TABLE>












                 See accompanying notes to financial statements.


                                      F-3
<PAGE>


                              ADPADS, INCORPORATED
                          (A Development Stage Company)

           STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)



<TABLE>
<CAPTION>
                                                                                                                      Total
                                                                                                      Retained     Shareholders'
                                                                                                      Earnings        Equity
                                                                             Shares        Amount     (Deficit)     (Deficiency)
                                                                             ------        ------     ---------     ------------
<S>                                                                        <C>           <C>           <C>              <C>
     BALANCES AT DECEMBER 31, 1998                                         15,542,000    $  19,999     $ (26,093)    $  (6,094)

     YEAR ENDED DECEMBER 31, 1999:

       Net loss                                                                  --         55,505       (71,479)      (15,974)
                                                                           ----------    ---------     ---------     ---------


     BALANCES AT DECEMBER 31, 1999                                         15,542,000       75,504       (97,572)      (22,068)
                                                                           ----------    ---------     ---------     ---------

     YEAR ENDED DECEMBER 31, 2000:


       Sale of common stock                                                 2,183,000      215,000          --         215,000

       Issuance of common stock to former Regents shareholders              4,200,015         --            --            --

       Issuance of common stock and cash for acquisition - Visual             250,000     (150,000)         --        (150,000)

       Exercise of warrants                                                 2,200,000      180,000          --         180,000

       Issuance of common stock for debt                                       60,000       10,800          --          10,800

       Issuance of common stock for services                                  156,459       59,852          --          59,852

       Other                                                                     --         (8,958)         --          (8,958)

       Net loss                                                                  --           --        (505,117)     (505,117)
                                                                           ----------    ---------     ---------     ---------

     BALANCES AT DECEMBER 31, 2000                                         24,591,474    $ 382,198     $(602,689)    $(220,491)
                                                                           ==========    =========     =========     =========
</TABLE>










                See accompanying notes to finanical statements.


                                      F-4
<PAGE>

                              ADPADS, INCORPORATED
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                          August 12, 1998,
                                                                     Year Ended          Year Ended      Date of Inception,
                                                                    December 31,         December 31,      to December 31,
                                                                        2000                 1999                2000
                                                                        ----                 ----                ----
<S>                                                                   <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                                             $(505,117)          $  71,479)          $(602,689)
 Adjustments to reconcile net loss to net cash flows
  from operating activities:
  Depreciation and amortization                                          50,527              21,598              72,790
  Provision for losses on accounts receivable                            22,232               1,000              23,232
  Issuance of common stock for services                                  59,852                --                59,852
  Changes in operating assets and liabilities:
   Accounts receivable                                                   23,171             (46,176)            (26,597)
   Inventories                                                             (328)             (8,007)             (8,695)
   Prepaid expenses and other current assets                              3,056              (3,055)               --
   Accounts payable                                                      97,591              19,031             120,950
    Deferred revenue                                                    (37,055)             54,843              26,288
                                                                      ---------           ---------           ---------
   Net cash flows from operating activities                            (286,071)            (32,245)           (334,869)
                                                                      ---------           ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES -
 Purchase of property and equipment                                     (81,420)            (74,541)           (159,286)
 Cost of acquired assets                                                   --                  --                  --
                                                                       (150,000)               --              (150,000)
                                                                      ---------           ---------           ---------

                                                                       (231,420)            (74,541)           (309,286)
                                                                      ---------           ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from cash overdraft                                             1,385               3,436               4,911
 Contributions from shareholders                                          8,594              71,195             102,068
 Distributions to shareholders                                          (17,552)            (15,690)            (35,522)
 Proceeds from sale of stock and exercise of warrants                   395,000                --               395,000
 Due to shareholders                                                    106,675              31,500             138,175
 Payments on long-term debt                                             (13,347)             (1,774)            (15,121)
  Proceeds from long-term debt                                           36,736              17,908              54,644
                                                                      ---------           ---------           ---------
   Net cash flows from financing activities                             517,491             106,575             644,155
                                                                      ---------           ---------           ---------
NET CHANGE IN CASH                                                         --                  (211)               --

CASH, BEGINNING OF PERIOD                                                  --                   211                --
                                                                      ---------           ---------           ---------
CASH, END OF PERIOD                                                   $    --             $    --             $    --
                                                                      =========           =========           =========

SUPPLEMENTAL CASH FLOW INFORMATION:
 Interest Paid                                                        $   6,524           $   1,229           $   7,753
                                                                      =========           =========           =========
 Noncash financing and investing activities:
  Equipment additions by capital leases                                  36,736              28,129              64,865
                                                                      =========           =========           =========

  Issuance of common stock for acquisition                               25,000           $    --             $  25,000
                                                                      =========           =========           =========

       Issuance of common stock for debt                              $  10,800           $    --             $  10,800
                                                                      =========           =========           =========
</TABLE>

                 See accompanying notes to financial statements.


                                      F-5
<PAGE>

NOTE 1 - NATURE OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Nature of the Business - AdPads  Incorporated  ("AdPads" or the  "Company")
was established in 1998 and is located in New Jersey. The Company provides print
and internet  marketing  services to the retail,  wholesale,  manufacturing  and
service  industries.  The  Company  has  been  in the  development  stage  since
formation  and has engaged in  organizational  activities  and  development  and
marketing of it's print and internet services.  AdPads has had limited revenues,
and has operated at a loss since inception.

     On March  15,  2000,  AdPads,  LLC  executed  an Asset  Purchase  Agreement
("Agreement")  with  Regents  Road,  Ltd.,  ("Regents")  an  unrelated  Colorado
corporation.  Regents is a publicly traded entity with nominal assets.  Pursuant
to the Agreement,  Regents issued 16,000,000 shares  (approximately  89%) of its
post-Agreement  outstanding  common  stock in exchange for the assets of AdPads,
LLC.  The  members of AdPads,  LLC became the  controlling  stockholders  of the
Registrant.  The Agreement was treated as a recapitalization  of AdPads, LLC for
accounting purposes. The historical financial statements of Regents prior to the
merger will no longer be reported, as AdPads, LLC's financial statements are now
considered the financial  statements of the ongoing entity.  Regents changed its
name to AdPads Incorporated on March 20, 2000.

     Under the terms of the  Reorganization  Agreement on March 18, 2000, AdPads
Incorporated  acquired all of the issued and outstanding  common stock of Visual
Presentation Systems,  Inc., an unrelated Delaware Corporation  ("Visual") which
was an inactive  company with nominal  assets,  in exchange for $150,000 in cash
and the  issuance  of 250,000  shares of its common  stock.  As a result of this
transaction, AdPads Incorporated was merged into Visual. AdPads Incorporated was
a  non-reporting  publicly traded company until the acquisition of Visual became
effective.

     In April 2000, the shareholders approved an amendment to the Certificate of
Incorporation   of   the   Company   to   change   the   Company's   name   from
Visual-Presentation Systems, Inc. to AdPads Incorporated.


                                      F-6
<PAGE>


     Estimates and  Uncertainties - The  preparation of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the  reporting  period.  Actual  results,  as determined at a later date,
could differ from those estimates.

     Concentration  of Credit/Sales  Risk - AdPads  concentration of credit risk
with respect to trade receivables is limited.  The Company  periodically reviews
its trade receivables and establishes an allowance for  uncollectible  accounts.
Management feels that credit risk beyond the established  allowance,  if any, is
limited.

     Revenue  Recognition  -  Revenue  from  sale of  advertising  contracts  is
recognized ratably over the term of the contract (typically one year).  Deferred
revenue  consists  principally  of  the  unearned  portion  of  the  advertising
contract.

     Revenues  from the  design  and  development  of  Internet  Web  sites  are
recognized  using the  percentage of  completion  method.  Unbilled  receivables
represent  time and costs  incurred  on projects in progress in excess of amount
billed and are  recorded as assets.  Amounts  billed in excess of time and costs
incurred  are  recorded  as  liabilities.  To  the  extent  costs  incurred  and
anticipated costs to complete projects in progress exceed anticipated  billings,
a loss is recognized in the period such determination is made for the excess.

     Inventories  -  Inventories  are  stated  at the  lower of cost  (first-in,
first-out method) or market.

     Property and  Equipment - Property and  equipment  are stated at cost.  The
Company provides for depreciation  generally on an accelerated method by charges
to income at rates  based  upon the  estimated  lives of three to five years for
computer hardware and software,  display boards and transportation equipment and
seven years for office equipment.

     Advertising   Expense  -  Advertising   costs  are  expensed  as  incurred.
Advertising  expense for the years ended  December 31, 2000 and 1999 amounted to
approximately $65,114 and $3,265, respectively.

     Income  Taxes -  Deferred  income  taxes  reflect  the net tax  effects  of
temporary  differences  between financial statement carrying amounts of existing
assets  and  liabilities  and their  respective  tax bases  and  operating  loss
carryforwards.

     Earnings  (Loss) Per Share - Basic earnings  (loss) per share is based upon
net  income  (loss)  divided by the  weighted  average  number of common  shares
outstanding  during  the  period.  Diluted  earnings  per  share is based on the
weighted  average  number of shares  outstanding  adjusted  for the  incremental
shares attributable to outstanding options,  dilutive  securities,  warrants and
other potentially dilutive securities.


                                      F-7
<PAGE>


     Reclassification  - In the fourth quarter of 2000 the Company  reclassified
the fair value of the consideration paid to acquire Visual, which had previously
been recorded in its interim financial statements as goodwill, as a reduction to
shareholders' equity.


NOTE 2 - GOING CONCERN AND LIQUIDITY:

     The Company has incurred  significant  operating losses raising substantial
doubt about its ability to continue as a going concern.  The continued existence
of the Company is dependent upon its ability to raise  additional  financing and
eventually upon obtaining profitable operations.  There can be no assurance that
such financing will be available to the Company upon acceptable terms.

     In an effort to obtain profitable  operations,  the Company will attempt to
increase sales by recruiting sales  representatives and developing a franchising
model.  Should the Company be  unsuccessful  in its  attempts  to raise  capital
and/or increase sales, the Company may not be able to continue operations.

NOTE 3 - PROPERTY AND EQUIPMENT:

     Property and equipment are summarized as follows:

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

     Office equipment                               $109,225       $ 65,952
     Computers and software                           34,024         10,490
     Display boards                                   24,258          9,645
     Transportation equipment                         19,908         19,908
                                                    --------       --------
                                                     187,415        105,995
     Less: Accumulated depreciation                   72,790         22,263
                                                    --------       --------

                                                    $114,625       $ 83,732
                                                    ========       ========

NOTE 4 - LEASES:

     The Company's equipment under capital leases, which is included in property
and  equipment  at  December  31,  2000,  totalled  $64,865,   less  accumulated
depreciation of $21,975.

     The Company leases its office space,  located in Matawan, New Jersey from a
shareholder of the Company, on a month-to-month basis for $2,000 per month.


                                      F-8
<PAGE>

The following is a schedule of future minimum rental  payments  required for the
capital equipment leases that have initial or remaining lease terms in excess of
one year at December 31, 2000:

          Year Ending December 31,
          ------------------------

                 2001                                               $16,050
                 2002                                                14,391
                 2003                                                14,392
                 2004                                                14,391
                 2005                                                 4,276
                                                                    -------
     Total future minimum lease payments                             63,501
     Less: Amount representing interest                              10,084
                                                                    -------
     Present value of minimum lease payments (Note 5)                53,417
     Less: Current maturities                                        11,984
                                                                    -------

     Non-current                                                    $41,433
                                                                    =======

     Rent  expense,  for  operating  leases  in 2000 and 1999 was  approximately
$16,000 and $18,000, respectively.

NOTE 5 - LONG-TERM DEBT:

     A summary of long-term debt follows:

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                      Interest         ---------------------
                               Description                             Rate            2000             1999
                               -----------                             ----            ----             ----
<S>                                                                      <C>          <C>              <C>
     Note payable, collateralized by equipment, due in
        monthly installments through October, 2004                       10%          $14,235          $17,446
     Capital leases (Note 4)                                                           53,417           26,817
                                                                                      -------          -------
                                                                                       67,652           44,263
     Less: Current maturities                                                          15,273            8,227
                                                                                      -------          -------

                                                                                      $52,379          $36,036
                                                                                      =======          =======
</TABLE>


                                      F-9
<PAGE>

     Long-term debt at December 31, 2000, matures as follows:

             Year Ending December 31,
             ------------------------

                          2001                 $15,273
                          2002                  15,038
                          2003                  16,401
                          2004                  16,743
                          2005                   4,197
                                               -------

                                               $67,652
                                               =======



NOTE 6 - INCOME TAXES:

     Deferred tax asset at December 31, 2000 is comprised of the following:

     Federal net operating loss carryforwards                      $136,000
     State net operating loss carryforwards,
         net of federal tax benefit                                  24,000
                                                                   --------
                                                                    160,000
     Less: Valuation allowance                                      160,000
                                                                   --------

                                                                   $   --
                                                                   ========

Management has determined, based on the Company's current condition, that a full
valuation allowance is appropriate at December 31, 2000.

     At  December  31,  2000,   the  Company  had  Federal  net  operating  loss
carryforwards  of  approximately  $400,000  which expire  beginning in 2020. The
Company's  issuance of shares during 2000 and subsequent thereto may result in a
"Change of Ownership" as defined by the Internal Revenue Code of 1986, which may
limit the Company's use of these net operating loss carryforwards.

NOTE 7 - SHAREHOLDERS' EQUITY (DEFICIENCY):

     During January and February 2000, the Company sold 458,000 shares of common
stock for proceeds of $65,000.

     During March 2000,  the Company sold  1,725,000  shares of common stock for
net proceeds of $150,000 and issued  4,200,015  shares of common stock to former
Regents shareholders in exchange for the net assets of Regents.

     In October 2000,  the Company  issued 156,459 shares of common stock with a
fair  market  value of  $59,852  in  exchange  for  advertising  and  consulting
services.

     In December  2000,  the Company issued 60,000 shares of common stock with a
fair market value of $10,800 in exchange for debt.

     In March 2000, the Company issued warrants to purchase a total of 4,000,000
shares of common  stock  for  investment  banking  services,  1,000,000  each at
exercise  prices  of $.05,  $.10,  $.15 and $.25.  In March  2000,  the  Company
received $150,000 from the exercise of 2,000,000 common stock purchase warrants,
1,000,000 at $.05 per share and 1,000,000 at $.10 per share.  In June 2000,  the
Company  received  $15,000  from the exercise of 100,000  common stock  purchase
warrants at $.15 per share. In July 2000, the Company  received $15,000 from the
exercise  of 100,000  common  stock  purchase  warrants at $.15.  The  remaining
1,800,000 options expired in December 2000.


                                      F-10
<PAGE>


ITEM 8 Changes in and Disagreements with Accountants on Accounting and Financial
       Disclosure.

NONE

                                    PART III


ITEM 9  Directors and Executive Officers of the Registrant

The executive  officers and directors in the table below and brief  summaries of
their business experience and certain other information with respect of them are
set forth thereafter:

Name                                Age              Position
----                               ----              --------

     David I. Brownstein            29     Chairman of the Board of Directors,
                                           President, CEO and CFO

     Joseph Drucker                 79     Director and Secretary

     Scott Einbinder                37     Director

Each of the above officers and directors shall hold office until the next annual
meeting of the  Company's  shareholders  and until a successor  is selected  and
qualified.

David I. Brownstein

Mr. Brownstein  formed AdPads,  LLC in August 1998. He created and perfected the
AdPads   Marketing   System  which  is  now  the  front  line  media  of  AdPads
Incorporated.  Mr. Brownstein is currently  President,  CEO, CFO and Chairman of
the Board and has held these positions since March 23, 2000.


                                       5
<PAGE>


Joseph Drucker

Mr.  Drucker has served as  Director  and  Secretary  since April 1, 2000 and is
Attorney at Law in the State of New Jersey.


Scott Einbinder

Mr.  Einbinder  has served as a Director  since March 23, 2000 and is  presently
Vice President of YHD.com Mortgage Division.


ITEM 10  Executive Compensation

The following table sets forth the executive  compensation and distribution paid
to each  executive  officer of the Company  during the year ended  December  31,
2000.

                          Executive Compensation Table
                          -----------------------------

Name                                Salary Compensation          Bonus
---                                 -------------------          -----

     David I. Brownstein                 $ 53,299                 --

     Joseph Drucker                            (1)                --

     Scott Einbinder                         --                   --

(1) Mr.  Drucker's  salary,  $30,000  per  annum,  commenced  on April 1,  2000.
However,  Mr. Drucker agreed to allow the  compensation to accrue for the period
ended March 31, 2001.

None of the directors  receive  compensation at this time but will receive stock
options  when the  company  files a stock  option plan with the  Securities  and
Exchange Commission.


ITEM 11 Security Ownership of Certain Beneficial Owners and Management

The following  table sets forth  certain  information  regarding the  beneficial
ownership  of the  Company's  common  stock as of December  31,  2000,  based on
information  obtained from the persons named, with the respect to the beneficial
ownership  of  shares  of common  stock by (i) each  person  who is known by the
Company to own  beneficially


                                       6
<PAGE>


more  than  5% of the  Company's  outstanding  common  stock  (ii)  each  of the
Company's  directors;  and (iii) all  directors and officers of the Company as a
group.

     Name and Address          Amount and Nature of    Percentage of Outstanding
                               Beneficial Ownership     Shares Presently Owned
                               --------------------     ----------------------

     David I. Brownstein            15,542,000                        62%
     c/o AdPads Incorporated
     1000 Highway 34
     Matawan, NJ  07747

     Joseph Drucker                     0                              0
     c/o AdPads Incorporated
     1000 Highway 34
     Matawan, NJ  07747


     Scott Einbinder                    0                              0
     c/o AdPads Incorporated
     1000 Highway 34
     Matawan, NJ  07747

     Officers and Directors         15,542,000                        62%
     As a Group
     (3 Persons)


ITEM 12 Certain Relationships and Related Transactions

NONE


                                     PART IV


ITEM 13 Exhibits and Reports on Form 8-K

     a)   Exhibits numbered in accordance with Item 601(a) of Regulation S-B

Exhibit Numbers     Description                                      Page Number
---------------     -----------                                      -----------
2.1                 Agreement and Plan of Reorganization             *
2.2                 Stock Purchase Agreement                         *
27                  FDS                                              *
99.1                Visual Presentation Systems, Inc. Financials     *
16.1                Change of Certifying Accountant                  **
27                  FDS                                              ***


*Previously filed with the Securities and Exchange  Commission as exhibit to the
Company's report on Form 8-K dated March 22, 2000

**Previously filed with the Securities and Exchange Commission as exhibit to the
Company's report on Form 8-K dated May 19, 2000

***Previously  filed with the Securities and Exchange  Commission as exhibit to
the Company's report on Form 8-K dated May 30, 2000

(b)  Reports on Form 8-K

        Report on Form 8K dated March 22, 2000
        Report on Form 8K dated May 19, 2000
        Report on Form 8K dated May 30, 2000
        Report on Form 8K/A dated May 30, 2000


                                       7

<PAGE>


                                   SIGNATURES


Pursuant  to the  requirements  of  Section 13 or 15 (d) of the  Securities  and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


AdPads Incorporated



By /s/ David I. Brownstein
   --------------------------------------
      David I. Brownstein
      Chairman of the Board of Directors
      President, CEO and CFO



By /s/ Joseph Drucker
   --------------------------------------
      Joseph Drucker
      Director and Secretary

Dated:  April 12, 2001

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
Annual Report has been signed below by the following person who is the Principal
Executive  Officer and the Principal  Financial Officer and a Director on behalf
for the Registrant and in the capacity and on the date indicated.

Name                             Title                          Date
----                             ----                           ----

/s/ David I. Brownstein         Chairman of the Board           April 12, 2001
-----------------------         President, CEO & CFO
David I. Brownstein


                                       8