SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                                 Form 10-KSB/A
                                 -------------


       [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2000
                                            -----------------

       [ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 For the transition period from __________________ to _____________________

                        Commission file number 33-27651
                                               --------

                          J R BASSETT OPTICAL, INC.
                      --------------------------------
                      (Formerly Optical Express, Inc.)
     (Exact name of small business issuer as specified in its charter)

             Delaware                                87-0469497
             --------                                ----------
(State or other jurisdiction              (IRS Employer Identification No.)
of incorporation or organization)

                600 S.W. 10th Street, Ocala, Florida 34474
                ------------------------------------------
                 (Address of principal executive offices)

                                352-629-7509
                                ------------
                          (Issuer's telephone number)

     SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT

Class                              Name of each exchange on which registered
-----                              -----------------------------------------
Common Stock $.001 Par Value       OTC

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT

None

Check whether the issuer (1) filed all reports required to be filed by
Section 13 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  [ ]

State the aggregate market value of the voting stock held by
non-affiliates of the registrant:                               $0.00
                                                                -----

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:


         Class                         Outstanding as of December 31, 2000
         -----                         -----------------------------------
Common Stock $.001 Par Value                      31,703,700




<PAGE>                               1



                           J R BASSETT OPTICAL, INC.
                           -------------------------

                                    PART I


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

History of the Company
----------------------

J R Bassett Optical, Inc. (the "Company")  was established under the laws
of the state of Utah in March, 1989, under the name "Bluefield Enterprises,
Inc."  Bluefield Enterprises, Inc. had no operations until July, 1992, when
the Company merged with Optical Express, Inc., a Florida corporation, which
was engaged in the business of operating retail eyewear stores in Central
Florida, at which time the name of the Company was changed to Optical
Express, Inc.

In August, 1993, the Company merged with The AppleTree
Companies, Inc., a Delaware corporation, ("AppleTree") and became an
operating subsidiary of AppleTree. At that time, Appletree owned
28,367,500 shares of the Company's common stock of a total of 31,703,700
shares outstanding. In order to reflect the expansion of the Company into
other states, in 1993, the name of the Company was changed to  J R Bassett
Optical, Inc. The operations of the Company were discontinued on August
31, 1995. On April 4, 1997, Appletree filed for bankruptcy protection and
reorganization (Chapter 11) in the United States Bankruptcy Court, Eastern
District of Virginia, Norfolk Division, case No. 97-22597-SCS.

On November 18, 1999, The United States Bankruptcy Court, Eastern District
of Virginia, Norfolk Division approved the sale of 28,367,500 AppleTree
Companies, Inc. stock of J R Bassett Optical, Inc. to Robert E. Williams, the
former Chief Executive Officer and Chairman of the Board. As of December 31,
2000, the sale had not yet been consummated.


Business of the Company
-----------------------

The Company currently has no operations or employees. The Company is
searching for and investigating business opportunities. However,
there can be no assurance that the Company will be successful in
its search for such opportunities. The Company presently intends to
investigate and/or engage in one or more of the following activities
("Venture Activities"): (1) acquisition of at least a majority interest
in and operational control of, business enterprises; (2) development and
marketing of commercial enterprises, products and/or services; and (3)
participation in business ventures with existing or newly formed business
entities on a joint venture or other active business relationship basis.
The Company may also take equity positions in certain business enterprises
through the direct purchase of securities or through other financing methods
including the utilization of debt financing and may also purchase franchises
and/or license products or services. In any case, The Company intends to,
directly and/or through subsidiaries or affiliates, acquire and maintain a
controlling interest in the entities it acquires or establishes Management
anticipates that the selection of business enterprises, products or services
for acquisition will be complex and risky. Because of the Company's limited
financial capabilities at this time, it is anticipated that the Company may
not be able to diversify its acquisitions.

The Company will consider the quality of the management of any business
acquisition candidate and the operating records of the entity, the soundness
of the service or product to be developed or being developed, the effect of
market and economic conditions and governmental policies on the business and
its products, the nature of its competition, and the total projected required
capital. At this time, the Company cannot predict the manner in which it may
acquire and/or participate in the establishment and/or financing of a
business enterprise.



<PAGE>                               2



Summary of Quarterly and Annual Filings
---------------------------------------

Following is a  summary of quarterly and annual filings with the SEC
under the Securities Exchange Act of 1934 and under what name the reports
were filed:

<TABLE>
<CAPTION>

                             Commission
Name                           File No.      Form No.       Period Ended
----                         ----------      --------       ------------
<S>                          <C>             <C>            <C>

Bluefield Enterprises, Inc.   33-27651       8-K            07-14-92
Optical Express, Inc.         33-27651       8-K            08-18-92
Optical Express, Inc.         33-27651       8-K            10-23-92
Optical Express, Inc.         33-27651       10-KSB         12-31-92
Optical Express, Inc.         33-27651       10-QSB         03-31-93
Optical Express, Inc.         33-27651       15             05-30-93
AppleTree                     33-44902       10-KSB         08-31-93
AppleTree                     00-23020       10-KSB/A       08-31-93
AppleTree                     00-23020       10-QSB         11-30-93
AppleTree                     00-23020       10-QSB         02-28-94
AppleTree                     00-23020       10-QSB         05-31-94
AppleTree                     00-23020       10-KSB         08-31-94
AppleTree                     00-23020       10-QSB         11-30-94
AppleTree                     00-23020       10-QSB         02-28-95
AppleTree                     00-23020       10-QSB         05-28-95
AppleTree                     00-23020       10-KSB         09-03-95
AppleTree                     00-23020       10-QSB         12-03-95
AppleTree                     00-23020       10-QSB         03-03-96
AppleTree                     00-23020       10-QSB         06-02-96
AppleTree                     01-12525       10-KSB         09-01-96
AppleTree                     01-12525       10-QSB         12-01-96
AppleTree                     01-12525       10-QSB         03-02-97

J R Bassett Optical           33-27651       10-QSB         05-31-97
J R Bassett Optical           33-27651       10-KSB         08-31-97
J R Bassett Optical           33-27651       10-QSB         11-30-97
J R Bassett Optical           33-27651       10-QSB         02-28-98
J R Bassett Optical           33-27651       10-QSB         05-31-98
J R Bassett Optical           33-27651       10-KSB         08-31-98
J R Bassett Optical           33-27651       10-QSB         11-30-98
J R Bassett Optical           33-27651       10-QSB         02-28-99
J R Bassett Optical           33-27651       10-QSB         05-31-99
J R Bassett Optical           33-27651       10-KSB         08-31-99
J R Bassett Optical           33-27651       10-QSB         11-30-99
J R Bassett Optical           33-27651       10-QSB         02-28-00
J R Bassett Optical           33-27651       10-QSB         05-31-00


</TABLE>


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

The Company currently occupies space, rent free, in the offices of Robert E.
Williams, the Company's President, located at 600 SW 10th Street, Ocala,
Florida 34474.


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

The Company is not a party to any litigation or governmental proceedings
that management believes would result in any judgments or fines that would
have a material adverse effect on the Company.


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

None.



<PAGE>                               3



                                  PART II


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

There is no public trading market for the Common stock of the Company. The
Company's common stock has not traded since August, 1993, at which time it
traded on the over-the-counter market.

As of August 31, 2000, there were 109 holders of record of the Company's
Common Stock.

The Company has not paid any cash dividends on its Common Stock and does not
currently intend to declare or pay cash dividends in the foreseeable future.
The Company intends to retain any earnings, if any, that may be generated to
provide funds for the operation and expansion of its business.


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

This Form 10-KSB may contain "forward looking statements" within the meaning
of the Securities Act of 1933 and the Securities and Exchange Act of 1934
which represent the Company's expectations or beliefs concerning future
events including without limitation the following; ability of the Company
to obtain financing on terms and conditions that are favorable: ability of
the Company to achieve profitability and sufficiency of cash provided by
operations, investing and financing activities. The Company cautions that
these statements are further qualified by important factors that would cause
actual results to differ materially from those contained in the forward
looking statements, including without limitations, the demand for the
Company's future products and services, changes in the level of operating
expense and the present and future level of competition. Results actually
achieved may differ materially from expected results included in these
statements.

The Company currently has no operations or employees. The Company is
searching for and investigating business opportunities. However, there can
be no assurance that the Company will be successful in its search for such
opportunities. The Company presently intends to investigate and/or engage in
one or more of the following activities ("Venture Activities"): (1)
acquisition of at least a majority interest in and operational control of,
business enterprises; (2) development and marketing of commercial
enterprises, products and/or services; and (3} participation in business
ventures with existing or newly formed business entities on a joint venture
or other active business relationship basis. The Company may also take
equity positions in certain business enterprises through the direct purchase
of securities or through other financing methods including the utilization
of debt financing and may also purchase franchises and/or license products or
services. In any case, The Company intends to, directly and/or through
subsidiaries or affiliates, acquire and maintain a controlling interest in
the entities it acquires or establishes Management anticipates that the
selection of business enterprises, products or services for acquisition will
be complex and risky. Because of the Company's limited financial capabilities
at this time, it is anticipated that the Company may not be able to diversify
its acquisitions.

The Company will consider the quality of the management of any business
acquisition candidate and the operating records of the entity, the soundness
of the service or product to be developed or being developed, the effect of
market and economic conditions and governmental policies on the business and
its products, the nature of its competition, and the total projected required
capital. At this time, the Company cannot predict the manner in which it may
acquire and/or participate in the establishment and/or financing of a
business enterprise.


Item 7.  Financial Statements.
         ---------------------

J R Bassett Optical, Inc. is an inactive entity since it discontinued
operations on August 31, 1995 and as such had no revenues, expenses, assets
or liabilities as of that date and continuing through the date covered by
this annual report.



<PAGE>                               4



                          J R BASSETT OPTICAL, INC.





                            FINANCIAL STATEMENTS

      For the Years Ended December 31, 2000, 1999, 1998, 1997 and 1996
      ----------------------------------------------------------------






                          TOGETHER WITH REPORT OF
                       CERTIFIED PUBLIC ACCOUNTANTS


<PAGE>


                            TABLE OF CONTENTS


                                                                   Page

Accountants' Unaudited Report                                      F-1

Balance Sheets                                                     F-2

Statements of Income and Retained Earnings                         F-3

Statements of Cash Flows                                           F-4

Summary of Significant Accounting Policies                      F-5 - F-8


<PAGE>


                          Hammett, Odom & Company

                 Certified Public Accountants & Associates

                              Ocala, Florida



                 REPORT OF CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors
J R Bassett Optical, Inc.
Ocala, Florida


We are not independent with respect to J R Bassett Optical, Inc., and
the accompanying balance sheets as of December 31, 2000, 1999, 1998,
1997, and 1996, and the related statements of income and retained
earnings, and cash flows for the years then ended were not audited by
us and, accordingly, we do not express an opinion on them.



/s/Hammett, Odom & Company


Ocala, Florida
February 06, 2001



<PAGE>      F-1


                        J R Bassett Optical, Inc.

                             Balance Sheets
            December 31, 2000, 1999, 1998, 1997, and 1996



<TABLE>
<CAPTION>
                                                             ASSETS
                                                             ------

                                 12-31-00         12-31-99        12-31-98        12-31-97        12-31-96
                                ----------       ----------      ----------      ----------      ----------
<S>                             <C>              <C>             <C>             <C>             <C>

CURRENT ASSETS                  $    0.00        $    0.00       $    0.00       $    0.00       $    0.00

DEPRECIABLE ASSETS                   0.00             0.00            0.00            0.00            0.00

OTHER ASSETS                         0.00             0.00            0.00            0.00            0.00
                                ---------        ---------       ---------       ---------       ---------
TOTAL ASSETS                    $    0.00        $    0.00       $    0.00       $    0.00       $    0.00
                                ---------        ---------       ---------       ---------       ---------


                                             LIABILITIES & STOCKHOLDERS' EQUITY
                                             ----------------------------------

CURRENT LIABILITIES             $    0.00        $    0.00       $    0.00       $    0.00       $    0.00

LONG-TERM LIABILITIES                0.00             0.00            0.00            0.00            0.00
                                ---------        ---------       ---------       ---------       ---------
TOTAL LIABILITIES                    0.00             0.00            0.00            0.00            0.00

STOCKHOLDERS' EQUITY:
Common Stock, $0.001 Par
Value, 31,703,700 shares
authorized, issued and
outstanding                     31,703.70        31,703.70       31,703.70       31,703.70       31,703.70
                                ---------        ---------       ---------       ---------       ---------

Capital in excess of par
  value                              0.00             0.00            0.00            0.00            0.00

Retained Earnings (Deficit)    (31,703.70)      (31,703.70)     (31,703.70)     (31,703.70)     (31,703.70)
                                ---------        ---------       ---------       ---------       ---------
TOTAL STOCKHOLDERS'
EQUITY                               0.00             0.00            0.00            0.00            0.00
                                ---------        ---------       ---------       ---------       ---------
TOTAL LIABILITIES and
STOCKHOLDERS' EQUITY            $    0.00        $    0.00       $    0.00       $    0.00       $    0.00
                                =========        =========       =========       =========       =========

</TABLE>



                                                    UNAUDITED

<PAGE>    F-2


                              J R Bassett Optical, Inc.

                     Statements of Income and Retained Earnings
             Years Ended December 31, 2000, 1999, 1998, 1997 and 1996

<TABLE>
<CAPTION>
                                 12-31-00         12-31-99        12-31-98        12-31-97        12-31-96
                                ----------       ----------      ----------      ----------      ----------
<S>                             <C>              <C>             <C>             <C>             <C>

REVENUE                         $    0.00        $    0.00       $    0.00       $    0.00       $    0.00

EXPENSES                             0.00             0.00            0.00            0.00            0.00
                                ---------        ---------       ---------       ---------       ---------
NET INCOME                           0.00             0.00            0.00            0.00            0.00

RETAINED EARNINGS:
Beginning of Period                  0.00             0.00            0.00            0.00            0.00
                                ---------        ---------       ---------       ---------       ---------
End of Period                   $    0.00        $    0.00       $    0.00       $    0.00       $    0.00
                                =========        =========       =========       =========       =========

</TABLE>




                                                UNAUDITED


<PAGE>    F-3


                          J R Bassett Optical, Inc.

                          Statements of Cash Flows
         Years Ended December 31, 2000, 1999, 1998, 1997, and 1996


<TABLE>
<CAPTION>
                                      12-31-00         12-31-99        12-31-98        12-31-97        12-31-96
                                     ----------       ----------      ----------      ----------      ----------
<S>                                  <C>              <C>             <C>             <C>             <C>


CASH FLOWS FROM OPERATING ACTIVITIES:

Cash received from services          $    0.00        $    0.00       $    0.00       $    0.00       $    0.00
Payments of expenses                (     0.00)      (     0.00)     (     0.00)     (     0.00)     (     0.00)
                                     ---------        ---------       ---------       ---------       ---------

Net Cash Provided by
  Operating Activities                    0.00             0.00            0.00            0.00            0.00

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from borrowings                  0.00             0.00            0.00            0.00            0.00
Principal payments on note
  payable                           (     0.00)      (     0.00)     (     0.00)     (     0.00)     (     0.00)
                                     ---------        ---------       ---------       ---------       ---------
	Net Cash Provided by
        Financing Activities              0.00             0.00            0.00            0.00            0.00


CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of common
  stock                                   0.00             0.00            0.00            0.00            0.00
Purchase of fixed assets            (     0.00)      (     0.00)     (     0.00)     (     0.00)     (     0.00)
Purchase of other assets            (     0.00)      (     0.00)     (     0.00)     (     0.00)     (     0.00)
                                     ---------        ---------       ---------       ---------       ---------

        Net Cash Provided (Used)
        by Financing Activities           0.00             0.00            0.00            0.00            0.00

Net Increase (Decrease) In Cash           0.00             0.00            0.00            0.00            0.00
Cash at Beginning of Year                 0.00             0.00            0.00            0.00            0.00
                                     ---------        ---------       ---------       ---------       ---------
Cash at End of Year                  $    0.00        $    0.00       $    0.00       $    0.00       $    0.00
                                     =========        =========       =========       =========       =========

Reconciliation of Net Income to Net Cash Provided by Operating
Activities:

Net income                           $    0.00        $    0.00       $    0.00       $    0.00       $    0.00

Adjustments to reconcile net
  income to net cash provided
  by operating activities:

Depreciation                              0.00             0.00            0.00            0.00            0.00
(Increase) in current assets        (     0.00)      (     0.00)     (     0.00)     (     0.00)     (     0.00)
Increase in current liabilities           0.00             0.00            0.00            0.00            0.00
                                     ---------        ---------       ---------       ---------       ---------
Net Cash Provided by
  Operating Activities               $    0.00        $    0.00       $    0.00       $    0.00       $    0.00
                                     =========        =========       =========       =========       =========

</TABLE>


                                            UNAUDITED


<PAGE>    F-4


                          J R Bassett Optical, Inc.

                        Notes to Financial Statements
               December 31, 2000, 1999, 1998, 1997, and 1996


Note 1.	Organization

J R Bassett Optical, Inc. (formerly Optical Express, Inc.) is
organized, under the laws of the State of Delaware.  The Company is
a reporting company under section 13 or 15(d) of the Securities
Exchange Act of 1934 (Commission file number 33-27651


Note 2.	History of the Company

J R Bassett Optical, Inc. (the "Company") was established under the
laws of the state of Utah in March 1989, under the name "Bluefield
Enterprises, Inc."  Bluefield Enterprises, Inc. had no operations
until July, 1992, when the Company merged with Optical Express,
Inc., a Florida corporation engaged in the business of operating
retail eyewear stores in Central Florida, at which time the name of
the Company was changed to Optical Express, Inc.

In August 1993, the Company merged with The AppleTree Companies,
Inc., a Delaware corporation, ("AppleTree") and became an operating
subsidiary of AppleTree.  At that time, Appletree owned 28,367,500
shares of the Company's common stock of 31,703,700 shares
outstanding.  In order to reflect the expansion of the Company into
other states, in 1993, the name of the Company was changed to J R
Bassett Optical, Inc.  The operations of the Company were
discontinued on August 31, 1995.  On April 4, 1997, Appletree filed
for bankruptcy protection and reorganization (Chapter 11) in the
United States Bankruptcy Court, Eastern District of Virginia,
Norfolk Division, case No. 97-22597-SCS.

On November 18, 1999, The United States Bankruptcy Court, Eastern
District of Virginia, Norfolk Division approved the sale of
28,367,500 AppleTree Companies, Inc. stock of J R Bassett Optical,
Inc. to Robert E. Williams, the former Chief Executive Officer and
Chairman of the Board.  As of December 31, 2000, the sale had not
yet been consummated.


Note 3.	Business of the Company

The Company currently has no operations or employees.  The Company
is searching for and investigating business opportunities.
However, there can be no assurance that the Company will be
successful in its search for such opportunities.  The Company
presently intends to investigate and/or engage in one or more of
the following activities ("Venture Activities"): (1) acquisition of
at least a majority interest in and operational control of,
business enterprises; (2) development and marketing of commercial
enterprises, products and/or services; and (3} participation in
business ventures with existing or newly formed business entities
on a joint venture or other active business relationship basis.
The Company may also take equity positions in certain business
enterprises through the direct purchase of securities or through
other financing methods including the utilization of debt financing
and may purchase franchises and/or license products or services.
In any case, The Company intends to, directly and/or through
subsidiaries or affiliates, acquire and maintain a controlling
interest in the entities it acquires or establishes Management
anticipates that the selection of business enterprises, products or
services for acquisition will be complex and risky.  Because of the
Company's limited financial capabilities at this time, it is
anticipated that the Company may not be able to diversify its
acquisitions.

The Company will consider the quality of the management of any
business acquisition candidate and the operating records of the
entity, the soundness of the service or product to be developed or
being developed, the effect of market and economic conditions and
governmental policies on the business and its products, the nature
of its competition, and the total projected required capital.  At
this time, the Company cannot predict the manner in which it may
acquire and/or participate in the establishment and/or financing of
a business enterprise.


Note 4.	Basis of Accounting

The accompanying financial statements use the accrual basis of
accounting, which the Company expects to use for both financial
statement and income tax purposes.  Consequently, revenues are
recognized when earned and expenditures are recognized when
incurred.



<PAGE>    F-5


Note 5.	Revenues and Expenses

The Company currently, and for the years ended December 31, 2000,
1999, 1998, 1997, and 1996 had no operations and accordingly no
revenues or expenses.


Note 6.	Common Stock

The Company has 31,703,700 shares of common stock, $0.001 par
value, authorized, issued and outstanding.  Since the Company has
no assets other than the value of being a reporting company, the
original capitalization, retained earnings (deficit) and any
additional capital investments have been eliminated.


Note 7. Summary of Quarterly and Annual Filings

Following is a summary of quarterly and annual filings with the SEC
under the Securities Exchange Act of 1934 and under what name the
reports were filed:

<TABLE>
<CAPTON>
                                           Commission
Name                                        File No.            Form No.	Period Ended
----                                       ----------           --------        ------------
<S>                                        <C>                  <C>             <C>

Bluefield Enterprises, Inc.                  33-27651              8-K             07-14-92
Optical Express, Inc.                        33-27651              8-K             08-18-92
Optical Express, Inc.                        33-27651              8-K             10-23-92
Optical Express, Inc.                        33-27651              10-KSB          12-31-92
Optical Express, Inc.                        33-27651              10-QSB          03-31-93
Optical Express, Inc.                        33-27651              15              05-30-93

Filings as a wholly owned subsidiary of AppleTree Companies, Inc.

AppleTree                                    33-44902              10-KSB          08-31-93
AppleTree                                    00-23020              10-KSB/A        08-31-93
AppleTree                                    00-23020              10-QSB          11-30-93
AppleTree                                    00-23020              10-QSB          02-28-94
AppleTree                                    00-23020              10-QSB          05-31-94
AppleTree                                    00-23020              10-KSB          08-31-94
AppleTree                                    00-23020              10-QSB          11-30-94
AppleTree                                    00-23020              10-QSB          02-28-95
AppleTree                                    00-23020              10-QSB          05-28-95
AppleTree                                    00-23020              10-KSB          09-03-95
AppleTree                                    00-23020              10-QSB          12-03-95
AppleTree                                    00-23020              10-QSB          03-03-96
AppleTree                                    00-23020              10-QSB          06-02-96
AppleTree                                    01-12525              10-KSB          09-01-96
AppleTree                                    01-12525              10-QSB          12-01-96
AppleTree                                    01-12525              10-QSB          03-02-97

</TABLE>

The Company has changed it year-end to December 31 and is filing
its first annual report, subsequent to filing Form 15, as of
December 31, 2000.


Note 8.	Description of Property.

The Company currently occupies space, rent free, in the offices of
Robert E. Williams, the Company's President, located at 600 SW 10th
Street, Ocala, Florida 34474.


Note 9.	Legal Proceedings.

The Company is not a party to any litigation or governmental
proceedings that management believes would result in any judgments
or fines that would have a material adverse effect on the Company.


Note 10. Market for Common Equity and Related Stockholder Matters.

There is no public trading market for the Common stock of the
Company.  The Company's common stock has not traded since August
1993, at which time it traded on the over-the-counter market.

As of July 25, 2000, there were 140 holders of record of the
Company's Common Stock.


<PAGE>    F-6


The Company has not paid any cash dividends on its Common Stock and
does not currently intend to declare or pay cash dividends in the
foreseeable future.  The Company intends to retain any earnings, if
any, that may be generated to provide funds for the operation and
expansion of its business.


Note 11. History and Nature of Business

J R Bassett Optical, Inc. traces its history back to Optical
Express, Inc.  Optical Express, Inc. and subsidiary (the
"Company"), a Utah corporation, was formed in March 1989 under the
name "Bluefield Enterprises, Inc."  Bluefield Enterprises, Inc. had
no operations until an Acquisition Agreement and Plan of
Reorganization was reached with the Company when the name was
changed to Optical Express, Inc.

The operating subsidiary company "Optical Express, Inc." a Florida
corporation ("Optical Florida"), was formed on January 1, 1990 for
the purpose of incorporating the operations of Optical Express, a
predecessor partnership primarily engaged, since 1986, in the
business of operating retail eyewear stores in Central Florida.

In July 1992, pursuant to an Acquisition Agreement and Plan of
Reorganization, the Company was merged with Optical Florida.  The
Company acquired all of the issued and outstanding shares of the
subsidiary's common stock in exchange for an aggregate of 2,250,000
shares of authorized but previously un-issued shares of the
Company's common stock.  Such 2,250,000 shares of common stock
represented 90 percent of the post-merger outstanding shares of the
Company.  On July 14, 1992 Bluefield Enterprises, Inc. filed Form
8-K announcing the reverse merger of Optical into Bluefield and the
resulting name change to Optical Express, Inc.

The merger has been recorded as a recapitalization of the Company
and accounted for on a basis similar to a pooling of interest.

On October 23, 1992 the Company filed Form 8-K releasing the
audited financial statements for the years ended December 31, 1989,
1990 and 1991.

Form 10-KSB for the year ended December 31, 1992 was filed under
the Optical Express, Inc. name, as was the Form 10-QSB for the
first quarter ended March 31, 1993.

During April of 1993, the Company entered negotiations with The
AppleTree Companies, Inc. (a Delaware Corporation) (AppleTree)
leading to a merger of the Company with The AppleTree Companies,
Inc.  At the request of AppleTree's management, the Company filed
Form 15 on May 30, 1993.  Form 15 is a suspension of duty to file
reports to the Securities and Exchange Commission.  The quarterly
report of the period ended June 30, 1993 was not required to be
filed under provisions of Form 15.

In August 1993, pursuant to an Acquisition Agreement and Plan of
Reorganization, the Company was merged with AppleTree.  The
AppleTree Companies, Inc. acquired all of the issued and
outstanding shares of the Company's common stock in exchange for
shares of the AppleTree.  The Company became an operating
subsidiary of the Appletree and subsequent filings were
consolidated into The Appletree Companies, Inc. (Commission file
number 0-23020).  The Appletree Companies, Inc. trading symbol is
ATRE an Over The Counter stock.

Optical Express, Inc. was expanding into states other than Florida
and as such a name change was necessary.  Optical Express, Inc.'s
name was changed to J R Bassett Optical, Inc. to enable the Company
to comply with copyright and fictitious name restraints.

The Appletree Companies, Inc. Form 10-KSB for the year ended
September 3, 1995 reported its J R Bassett Optical, Inc. subsidiary
as "Discontinued Operations".  During the year ended August 31,
1995, the net assets of seven stores were sold for $456,000.  On
September 11, 1995 the remaining four stores were closed and
equipment and inventory sold for $68,000.

The Appletree Companies, Inc. filed for bankruptcy protection and
reorganization (Chapter 11) in the United States Bankruptcy Court,
Eastern District of Virginia, Norfolk Division, case No. 97-22597-
SCS.  The Appletree Companies, Inc. continued SEC filing through
April 1997.  The last Form 10-Q was filed April 21, 1997 for the
quarter ended March 2, 1997.


Note 12. Subsequent Events

On November 18, 1999, The United States Bankruptcy Court, Eastern
District of Virginia, Norfolk Division approved the sale of
AppleTree Companies, Inc. stock of J R Bassett Optical, Inc.  The
Court, in its Order Approving Sale of Stock of J R Bassett Optical,
Inc., stated the following: Upon due and adequate notice of the
proposed sale given to all creditors and parties in interest
pursuant to an order of this Court entered May 21, 1998, and upon
no objection having been filed to entry of this order nor a
competing bid for the sale of the Stock having been submitted, the
Court approves the sale and further finds as follows.

1.	Among the assets of AppleTree's bankruptcy estate is
        28,367,500 shares in J R Bassett Optical, Inc.

2.	The stock is owned free and clear of liens.


<PAGE>    F-7


3.	The value of AppleTree's interest in the stock is
        unknown since the Stock has no market value.

4.	AppleTree received an offer from Robert E. Williams
        ("Williams" to purchase the Stock for $10,000.00 cash.

5.	All transactions costs for the sale up to $5,000.00
        shall be paid by Williams.

6.	Williams is a shareholder of 600,000 shares of J R
        Bassett Optical stock and the former Chief Executive
        Officer and Chairman of the Board.

Accordingly, it is ADJUDGED, ORDERED AND DECREED that the Debtor
shall be an hereby is authorized to sell its interest in the Stock
to Williams on the following terms and conditions:

a.)	Williams shall bear the cost, but not the risk, of
        obtaining a replacement certificate for the Stock;
b.)	Williams shall pay the estate the purchase price of
        $10,000.00 cash which amount is being held in escrow
        pending entry of this Order;
c.)	Williams shall pay all transaction costs for the sale
        up to $5,000.00; and
d.)	AppleTree shall provide full and prompt cooperation
        and assistance to Williams with all registration and
        trading requirements related to the Stock.



<PAGE>    F-8






Item 8.  Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosures.
         ---------------------------------------------------------------

none


                                  Part III


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

The Company's Bylaws provide that the number of directors shall be fixed from
time to time by resolution of the Board of Directors within the limits
specified by the Company's Articles of Incorporation. The Board of Directors
has fixed at one the number of directors that will constitute the Board for
the ensuing year. Each director elected at the Annual Meeting will serve for
a term expiring at the Company's 1997 Annual Meeting of Shareholders (the
"Annual Meeting") or when his or her successor has been duly elected and
qualified.

The directors and executive officers of the Company are as follows:

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

Robert E. Williams       56     President, Secretary, Treasurer and Director


ROBERT WILLIAMS, 56, is the President, Secretary, Treasurer and sole director
of the Company and is a Florida licensed Board Certified Optometric
Physician. In 1977, Dr. Williams founded OptiServe Lens Lab, Inc., Ocala,
Florida, a manufacturer of eyeglass lens and remains as its President and
Chief Executive Officer. In1995, he founded Miami Vision Center, Inc., which
consists of two retail stores in the Ocala area. Additionally, Dr. Williams
was the founder of Optical Express, Inc., which merged with the Company in
19_. Dr. Williams received a bachelor of Business Administration from the
University of Florida in 1967 and his Doctor of Optometry from Southern
College of Optometry, Memphis, Tennessee in 1971.

The Company's officers are elected annually by the Board of Directors and
serve at the discretion of the Board. The Company reimburses all directors
for their expenses in connection with their activities as directors of the
Company. The directors make themselves available to consult with the
Company's management. Directors of the Company who are also employees of the
Company do not receive additional compensation for their services as
directors.


Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent
of the Company's outstanding Common Stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock. Such persons are required by SEC
regulation to furnish the Company with copies of all such reports they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners have
been complied with.



<PAGE>


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

The Company does not pay any compensation to any officers, directors or key
employees of the Company.


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

The following table sets forth, as of December 31, 2000, the number of
shares of Common Stock of the Company which were owned beneficially by (i)
each person who is known by the Company to own beneficially more than 5% of
its Common Stock, (ii) each director and nominee for director, (iii) the
named Executive Officer and (iv) all directors and executive officers of the
Company as a group:

                                  Percentage of
     Name and Address of          Amount and Nature of           Outstanding
     Beneficial Owner             Beneficial Ownership (1)       Shares Owned
     -------------------          --------------------           -----------

       Robert Williams                28,967,500(2)                   91%

(1)   A person is deemed to be the  beneficial  owner of securities that can
      be acquired  by such  person  within 60 days from the date of this
      Amendment upon the exercise of options. Each beneficial owner's
      percentage ownership is  determined  by assuming that options that are
      held by such person (but not those held by any other  person) and that
      are  exercisable  within 60 days from the date of this Amendment have
      been exercised.  As of December 31, 2000, there were 31,703,700 shares
      of Common Stock outstanding.

(2)   On November 18, 1999, The United States Bankruptcy Court, Eastern
      District of Virginia, Norfolk Division approved the sale of 28,367,500
      AppleTree Companies, Inc. stock of J R Bassett Optical, Inc. to Dr.
      Williams.  The sale has not yet been consummated.


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

The Company currently shares its executive offices with Robert E. Williams,
who is an officer and who serves on the board of directors of the Company.


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


(a)     99.0    Order of the United States Bankruptcy Court, Eastern District
                of Virginia, Norfolk Division dated November 18, 1999
                approving the sale of 28,367,500 shares of the stock of the
                Company to Robert Williams



(b)    Reports on Form 8-K:

                None



<PAGE>



                                 SIGNATURES
                                 ----------


Pursuant to the requirement of the Securities and Exchange Act of 1934,
the registrant has duly caused this report be signed on its behalf by
the undersigned thereunto duly authorized.


                                     J R Bassett Optical, Inc.
                                     (formerly, Optical Express, Inc.)


Febrary 28, 2002                     By:/S/Robert E. Williams
                                      ------------------------
                                      Robert E. Williams
                                      President


<PAGE>