UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A

                                 Amendment  No. 2

(Mark One)

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

                   For the fiscal year ended December 31, 2004

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

                   For the transition period from              to
                                                   -----------    -------------

                        Commission file number 000-49933


                                 BIOSTEM, INC.
        ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


               NEVADA                                    95-4886472
  (State or other jurisdiction of           (IRS Employer Identification No.)
   incorporation or organization)

              200 HANNOVER PARK ROAD, SUITE 120, ATLANTA, GA 30350
                -------------------------------------------------
                    (Address of principal executive offices)

                                 (770) 650-1733
                         -------------------------------
                         (Registrant's telephone number)


                            NATIONAL PARKING SYSTEMS, INC.
                          --------------------------------
                                  (Former Name)


Securities registered under Section 12(b) of the Exchange Act:

                                      NONE

Securities registered under Section 12(g) of the Exchange Act:

                    COMMON STOCK, $.001 PAR VALUE PER SHARE

     Check whether the registrant (1) has 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 [ ]

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation  S-B  not  contained in this form, and no disclosure will be
contained,  to  the  best  of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

<PAGE>

     The  issuer's  revenues for the most recent fiscal year ended December 31,
2004  were  $317,595.

     The  aggregate  market  value  of the issuer's voting and non-voting common
equity  held  by non-affiliates computed by reference to the average bid and ask
price  of such common equity as of April 1, 2005, was approximately $26,775,033.

     As  of  April  1,  2005,  the issuer had 40,425,011 shares of common stock,
$.001  par  value per share outstanding ("Common Stock"), which does not include
3,000,000  shares of Common Stock which we had agreed to issue to London Finance
Group,  Ltd.  in  connection  with  a  Consulting  Agreement  (see  "Consulting
Agreement,"  below,  under Item 1, "Description of Business"), which shares were
issued  subsequent  to our Deficit, and revisions to Footnotes A, C and D of the
financial  statements.


     This  Amended  Report  on  Form  10-KSB  is  being filed to include revised
audited financial statements for the years ended December 31, 2003 and 2004. The
revised  financial  statements  include  a  revised  Statement  of  Stockholers'
Deficit,  and  revisions  to  Footnotes  A, C and D of the financial statements.



     Other  than  the updated audited financial statements contained herein, all
other  sections  of  this  Amended Report on Form 10-KSB, remain the same as the
Registrant's Amended Form 10-KSB filed on October 10, 2005, and investors should
review  the  Registrant's  most  recent  filings  for updated information on the
operations  and  financial  condition  of  the  Registrant.


     Additionally,  the  share amounts listed below do not take into account the
Registrant's 4:1 forward stock split, which was  effected  for  shareholders  of
record on October 20, 2005.

<PAGE>

                    Documents Incorporated by Reference: NONE

          Transitional Small Business Disclosure Format: Yes [ ] No [X]


                         NATIONAL PARKING SYSTEMS, INC.
                                  FORM 10-KSB/A
                          YEAR ENDED DECEMBER 31, 2004
                                     INDEX

                                     Part I

    Item 1.             Description of Business                                3

    Item 2.             Description of Property                               10

    Item 3.             Legal Proceedings                                     11

    Item 4.             Submission of Matters to a Vote of
                        Security Holders                                      11


                                     Part II

    Item 5.             Market for Common Equity and Related
                        Stockholder Matters                                   11

    Item 6.             Management's Discussion and Analysis or
                        Plan of Operation                                     12

    Item 7.             Financial Statements                                  18

    Item 8.             Changes in and Disagreements with
                        Accountants on Accounting and Financial
                        Disclosure                                            19

    Item 8A.            Controls and Procedures                               20


                                    Part III

    Item 9.             Directors, Executive Officers, Promoters
                        and Control Persons; Compliance with
                        Section 16(a) of the Exchange Act                     20

    Item 10.            Executive Compensation                                22

    Item 11.            Security Ownership of Certain Beneficial
                        Owners and Management and Related Stockholder
                        Matters                                               22

    Item 12.            Certain Relationships and Related
                        Transactions                                          23

    Item 13.            Exhibits and Reports on Form 8-K
                        (a)   Exhibits                                        23

                        (b)   Reports on Form 8-K                             24

    Item 14.            Principal Accountant Fees and Services                25

<PAGE>

                                   PART I

ITEM 1.  DESCRIPTION OF BUSINESS

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain  statements  in  this  Annual  Report on Form 10-KSB (this "Form 10
KSB"),  including  statements under "Item 1. Description of Business," and "Item
6.  Management's  Discussion  and  Analysis",  constitute  "forward  looking
statements"  within the meaning of Section 27A of the Securities Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995 (collectively,
the  "Reform  Act").  Certain,  but not necessarily all, of such forward-looking
statements  can  be identified by the use of forward-looking terminology such as
"believes",  "expects",  "may",  "should",  or  "anticipates",  or  the negative
thereof or other variations thereon or comparable terminology, or by discussions
of  strategy  that  involve  risks  and  uncertainties.  Such  forward-looking
statements  involve  known  and  unknown  risks, uncertainties and other factors
which  may  cause  the  actual  results, performance or achievements of National
Parking  Systems,  Inc. ("National Parking", "the Company", "we", "us" or "our")
to  be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. References in this form
10-KSB,  unless  another  date  is  stated,  are  to  December  31,  2004.

BUSINESS DEVELOPMENT

     National  Parking Systems, Inc. (the "Company") was originally incorporated
under  the  name  Web  Views Corporation ("Web Views") in the State of Nevada on
November  2,  2001.  In June 2003, the Company acquired 100% of Cascade Mountain
Mining Corp. ("Cascade Corp.") pursuant to an exchange agreement. As a result of
the  acquisition  of  Cascade  Corp.,  and  the change in focus of the Company's
business,  the  Company  changed  its name from Web Views Corporation to Cascade
Mountain Mining Company, Inc. on June 17, 2003, in connection with a Certificate
of  Amendment  to  the  Company's  Articles of Incorporation. The Certificate of
Amendment also affect a 60:1 forward stock split, which became effective on June
24,  2003.

                                        3
<PAGE>

     In  July  2004,  the  former  Chief Executive Officer of the Company, Wayne
Daley, and the Company's Former Director, Michael Skopos, entered into a general
release  and settlement agreement with the Company ("Settlement Agreement"). The
Company agreed to issue 21,250 post reverse split shares of the Company's common
stock  ("Common  Stock")  to  Mr.  Daley  and 1,878 post reverse split shares of
Common  Stock  to Mr. Skopos in consideration for releasing the Company from all
claims  including  options,  warrants  and  those  arising from their employment
agreements,  as  well as approximately $200,000 of notes payable and $201,930 of
shareholder loans. The $200,000 in notes payable were liabilities which belonged
to  the  Company's  former  wholly-owned subsidiary. The Company has received an
executed  release  for  liability  for  $100,000 of these notes and although the
Company  has  been  unable  to ascertain whether the remaining $100,000 in notes
payable  was  validly  assigned,  as the remaining note was an obligation of the
wholly-owned  subsidiary,  the  Company  is  taking  the position that it has no
liability  in connection with the note. In addition, the Company transferred all
of  the  stock  of  its  former wholly-owned subsidiary, Cascade Mountain Mining
Corp.,  to  Mr.  Daley.

     In  August  2004,  Mr.  Daley  and Mr. Skopos entered into a stock purchase
agreement  ("SP  Agreement")  with  Dojo  Enterprises,  LLC.  ("Dojo"), a Nevada
Limited  Liability  Company,  beneficially owned by Ari Kaplan, the former Chief
Executive  Officer  and  Director  of  the  Company. Under the SP Agreement, the
Company's former Chief Executive Officer, Wayne Daley, and the Company's former
Director, Michael Skopos, agreed to transfer all shares of Common Stock, held by
them  (40,628  post  reverse  split shares) to Dojo.  Additionally, under the SP
Agreement,  Mr. Daley and Mr. Skopos assumed all the liabilities of the Company.

     On  August 31 2004, Michael Skopos resigned from his position as a Director
of  the  Company. On August 31, 2004, Wayne Daley, the Company's Chief Executive
Officer, Treasurer, Secretary, and Director resigned from his positions with the
Company  and  appointed  Ari  Kaplan  to  take his place, as the Company's Chief
Executive  Officer  and Director. On September 1, 2004, Mr. Kaplan resigned from
his  position  as  the  Company's  Chief  Executive  Officer  and appointed Marc
Ebersole as the Company's Chief Executive Officer to take his place. At the same
time, Mr. Ebersole was appointed as a Director of the Company joining Mr. Kaplan
on  the  Board.  On  January  14, 2005, Mr. Kaplan resigned as a Director of the
Company.

     The  Company filed a Certificate of Amendment ("Amendment") to its Articles
of  Incorporation  with the Secretary of State of Nevada, which became effective
January  7,  2005.  The  Amendment  affected  a  name  change  of the Company to
"National  Parking  Systems,  Inc.",  affected  a  1:4,000  reverse stock split,
re-authorized 300,000,000 shares of common stock, par value $.001 per share, and
re-authorized  10,000,000  shares of preferred stock, par value $.001 per share.

     The  board of directors of the Company is granted the power to authorize by
resolution,  duly  adopted  from time to time, the issuance of any or all of the
preferred  stock  in  any number of classes or series within such classes and to
set all terms of such preferred stock of any class or series, including, without
limitation,  its  powers,  preferences,  rights,  privileges,  qualifications,
restrictions  and/or  limitations.  The powers, preferences, rights, privileges,
qualifications,  restrictions  and  limitations  of  each class or series of the
preferred  stock,  if any, may differ from those of any and all other classes or
other  series at any time outstanding. Any shares of any one series of preferred
stock  shall  be identical in all respects with all other shares of such series,
except  that shares of any one series issued at different times may differ as to
the  dates  from  which  dividends  thereof  shall  be  cumulative.

     Unless  otherwise  stated,  all share amounts in this Report on Form 10-KSB
reflect  the  Company's  60:1  forward  split effected on June 24, 2003, and the
Company's  1:4,000  reverse  split  effected  on  January  7,  2005  (the "Stock
Splits").

                                        4
<PAGE>

     The  Amendment  was  approved  by  the  Company's majority shareholder by a
written  consent  to  action  without  a  meeting on December 31, 2004 ("Written
Consent").  Notice  of  the Written Consent was given to the shareholders of the
Company in an Information Statement mailed to the shareholders of the Company on
or about December 8, 2004.

     On  January  13,  2005,  the  Company,  acquired  100%  of  the  issued and
outstanding  shares  of  ABS Holding Company, Inc., a Nevada corporation ("ABS")
and  BH  Holding  Company,  Inc.,  a  Nevada  corporation ("BH") in exchange for
40,350,000  restricted  shares  (the "Shares") of the Company's Common Stock, an
aggregate of $86,750 in Junior Convertible Debentures ("Junior Debentures"), and
the  assumption of $335,000 of ABS's and BH's obligations under a Senior Secured
Convertible  Debenture  (the "Senior Debenture") (collectively, the "Exchange"),
in connection with a Stock Exchange Agreement, entered into between the Company,
ABS,  BH,  The  Morpheus  Trust  ("Morpheus"),  Livingston  Investments,  Ltd.
("Livingston"),  Burton  Partners, LLC ("Burton"), Picasso, LLC ("Picasso"), and
The Gateway Real Estate Investment Trust ("Gateway") (the "Exchange Agreement").

     In  connection with the Exchange Agreement, the Company also entered into a
Security  Agreement  providing that the Senior Debenture shall be secured by all
of  the  assets  of  the  Company  ("Security  Agreement").

     Pursuant  to  the  Exchange,  the  Company's  Chief Executive Officer, Marc
Ebersole,  who  was  the sole shareholder of the common stock of both ABS and BH
prior  to  the  Exchange, received 32,600,000 restricted shares of the Company's
Common Stock in exchange for his common stock shares of ABS and BH. Mr. Ebersole
subsequently  transferred  1,100,000  of  those  restricted  shares  to  two
individuals,  and  1,000,000 restricted shares to his niece, Christine Ebersole,
who  is  also  an  employee  of the Company. Additionally, Morpheus, Livingston,
Burton, Picasso and Gateway (the "Preferred Stock Sellers") each exchanged their
right  to receive 1,000 preferred shares of ABS and 1,000 preferred shares of BH
to  the  Company,  for 1,550,000 restricted shares of the Company's Common Stock
and a $17,350 Junior Debenture, for an aggregate of 7,750,000 shares and $86,750
in  Junior  Debentures.

JUNIOR  DEBENTURES
- ------------------

     In  addition  to  the  1,550,000  restricted shares of the Company's Common
Stock  which  each of the Preferred Stock Sellers received, each Preferred Stock
Seller  received  a  Junior  Debenture  in the amount of $17,350, for a total of
$86,750.  The  Junior Debentures do not bear interest and are payable on January
31,  2010. Additionally, the Junior Debentures are convertible at the request of
the  holder, at the lesser of (i) 30% of the average of the three lowest closing
prices  in  the  twenty  (20)  trading  days  immediately  preceding the date of
conversion  or  (ii)  $0.001. Each Junior Debenture has a provision limiting the
Junior Debenture holder to not beneficially own more than 4.99% of the Company's
outstanding  Common  Stock.  However,  in  the  event of an "event of default"
under  the Junior Debentures, the conversion price will be 50% of the conversion
price  then in effect, and if an event of default continues for Sixty (60) days,
the  4.9%  ownership  limit  will  not  apply.

                                        5
<PAGE>

     The  main  "events  of default" under the Junior Debentures include: if the
Company  does not make the payment of the principal of the Junior Debenture when
it  becomes  due, the Company does not issue the proper amount of shares, within
seven  business  days  of the Company's receipt of a valid notice of conversion,
the  Company  defaults  under any indebtedness or obligation where the amount is
equal  to  at  least  $100,000,  the Company's common stock is delisted from any
securities  exchange,  or  if  the  Company commences a voluntary petition under
bankruptcy  law.  If  an event of default occurs under the Junior Debenture, the
Preferred  Stock Seller may declare the remaining principal amount of the Junior
Debenture  immediately  due  and  payable.

     Pursuant  to  each  Junior  Debenture,  the  Preferred  Stock  Sellers  can
currently  each convert their $17,350 Junior Debenture into 17,350,000 shares of
the  Company's  common  stock,  based  on a conversion price of $0.001, provided
however  that  under  each  Junior Debenture, no Preferred Stock Seller may hold
more  than  4.99%  of  the  Company's  outstanding  common  stock  at  one time.

SENIOR  DEBENTURE
- -----------------

     In  connection  with  the  Exchange,  the  Company  assumed  ABS's and BH's
obligations  under  a  $1,000,000  Senior Secured Convertible Debenture, entered
into between ABS, BH and Hyde Investments, Ltd. ("Hyde") as of October 15, 2004.
Currently  $335,000  has been advanced by Hyde pursuant to the Senior Debenture.
Under  the  Senior  Debenture,  the  Company is obligated to pay interest on the
outstanding  amount of the Senior Debenture at the rate of Ten Percent (10%) per
year, payable on the first day of each month, until the principal amount is paid
in  full  or the total amount owed is converted. The maturity date of the Senior
Debenture  is October 15, 2005. The Senior Debenture is personally guaranteed by
the  Company's  Chief  Executive  Officer,  Marc  Ebersole.

      The conversion rate of the Senior Debenture is the lower of (i) 30% of the
average  of  the  three  lowest  closing  prices in the twenty (20) trading days
immediately  preceding the date of conversion or (ii) $0.10. An event of default
under  the  Senior Debenture occurs if, the Company does not make payment of the
principal  of the Senior Debenture when due and payable at maturity, the Company
does  not  make  a payment other than the total owed at maturity within five (5)
days  of the due date, the Company defaults under any indebtedness or obligation
where  the  amount  is equal to at least $100,000, or if the Company commences a
voluntary  petition under bankruptcy law, among others. Upon an event of default
under  the  Senior  Debenture,  Hyde  may  declare  the  remaining amount of the
principal,  together  with  all  accrued  interest  to  be  due  and  payable.

CONSULTING AGREEMENT

     On  January  5,  2005, the Company entered into a Consulting Agreement with
London  Finance  Group, Ltd., a California corporation ("London") for management
consulting  and  to  assist  the  Company in its operations, strategy and in its
negotiations  with  vendors,  negotiating  and structuring business sales and/or
acquisitions,  assisting  the  Company with customers and strategic partners and
the  implementation of the Company's business plan (the "Consulting Agreement").
The  term  of the Consulting Agreement will be until January 21, 2007, and after
that  date,  either London or the Company may terminate the Consulting Agreement
upon  at  least  90  days  written notice. Pursuant to the Consulting Agreement,
London  shall  be  paid a non-refundable retainer in the amount of Five Thousand
dollars  ($5,000) a month, issued 3,000,000 shares of the Company's common stock
common  stock,  and  given  warrants  to  purchase up to 1,000,000 shares of the
Company's common stock at $0.10 per share, ("Warrants") which vested immediately
on  January 5, 2005. Under the Consulting Agreement, the Company agreed that the
shares  issued to London shall be registered as soon as practicable under a Form
S-8  or any other form of registration statement if Form S-8 is not available in
the  reasonable  opinion  of  the  Company's  Board  of  Directors  or  counsel.

                                        6
<PAGE>

     Additionally,  under  the  Consulting  Agreement, London will receive a fee
equal  to  ten  percent (10%) of the aggregate consideration paid by the Company
for  any  acquisition  or  sale  of  any  business,  corporation  or  division
("Consulting  Fee").  The  Consulting  fee shall be paid to London in connection
with  stock  purchase  agreements,  merger agreements, plans of reorganizations,
asset  purchase  agreements and licensing agreements ("Transactions"), and shall
be  paid  to London when the consideration for these agreements is actually paid
by  or  received by the Company. The aggregate consideration paid by the Company
shall  include  all cash and stock paid to the seller or sellers upon closing of
the transaction in addition to any contingent payments to the seller or sellers,
for  the  purposes of determining the Consulting Fee. Additionally, London shall
be  entitled  to  share  in  any fees or commissions payable to third parties in
connection with any Transaction, and under the Consulting Agreement, the Company
agreed  to  waive  any  conflict  of  interest  that  may  arise due to the dual
representation  by  London.

    Under  the  Consulting  Agreement,  the  Company, with London's consent, may
choose  to  issue London its Consulting Fee in restricted common stock or freely
tradable  registered  common  stock.  Restricted common stock shall be issued to
London  in consideration for the Consulting fee at a rate equal to the lesser of
(i) Fifty percent (50%) of the market price of the Company's common stock on the
day  prior  to  the  closing  date  of the Transaction, or (ii) $0.10 per share.
Registered common stock, without restrictive legend shall be issued to London in
consideration for the Consulting Fee at a rate equal to seventy percent (70%) of
the  market  price of the Company's common stock on the day prior to the closing
of  the  Transaction.

     Additionally,  under  the  Consulting Agreement, the Company agreed to give
London  piggy  back  registration  rights  in the event the Company shall file a
registration  statement  with  the  Securities  and  Exchange  Commission.

     The  Company  may terminate the Consulting Agreement at any time for cause,
if  London  engages  in  gross  and  willful  misconduct  that is materially and
significantly  injurious  to  the  Company,  and,  after  written notice of such
conduct, London fails to cure such conduct within thirty (30) days. After giving
notice to London, London will be entitled to a hearing in front of the Company's
entire  Board  of  Directors,  whereby  it will have the opportunity to hear the
Board's  reason  for  termination  and  be  given  a chance to rebut the changes
against it. In the event the Company terminates the Consulting Agreement without
cause,  the  Company  shall be obligated to pay London liquidated damages in the
amount  of  (a)  $250,000  or  (b) the greater of (i) 1,000,000 shares of common
stock  (subject  to adjustment for any stock splits or combinations) which shall
be  registered  with  the  Securities  and Exchange Commission or (ii) the total
value  of  all fees and other compensation paid or payable to London over the 12
months  prior  to  the  date  given  by  the  Company  of its intended intent to
terminate  the  relationship.

                                        7
<PAGE>

     In  connection  with  the  Consulting  Agreement  the  Company  signed  an
Indemnification  Agreement,  whereby  it  agreed to hold London, its affiliates,
directors,  officers,  agents and employees, including any person which provides
consulting  or  other services to the Company, from any losses, claims, damages,
judgments,  assessments,  costs and other liabilities incurred in investigating,
preparing,  pursuing or defending any claim, action, proceeding or investigation
in  connection  with  the  Transactions.

     In connection with the Consulting Agreement, the Company and London entered
into  a  Warrant  Agreement  for  1,000,000  Warrants  to purchase shares of the
Company's  common  stock  ("Warrant  Agreement"). The Warrants granted to London
vested  immediately  on January 5, 2005, and shall remain valid until January 5,
2009. Under the Warrant Agreement, London shall only be entitled to exercise its
Warrants if after exercised, London will beneficially own shares representing no
more  than 4.99% of the Company's outstanding common stock, unless waived by the
Company  in writing. The Warrants are exercisable at a price of $0.10 per share.
Additionally,  London  has  cashless  exercise  rights pursuant to the Warrants,
whereby it can exercise its rights under the Warrant Agreement by accepting less
shares  and  without  paying  any cash to the Company. Additionally, the Company
gave London piggyback registration rights in connection with the Warrants, which
means if the Company decides to file a registration statement for its securities
in  the  future, London can give notice to the Company and have any shares which
it  was  issued pursuant to the Warrants included in any registration statement.

              DESCRIPTION OF THE COMPANY'S FORMER BUSINESSES FOCUS

     Prior  to  the Exchange, described above, the Company was engaged in mining
and  exploration  activities,  with  the  specific  purpose  to  exploit  mining
opportunities  on federal lands which had developed over the past several years.
These  opportunities  started  being  developed  in  1994  when  the  Clinton
Administration  made  changes to the 1872 law regarding mining claims on federal
lands.  During  2003,  the  Company  had  purchased 31 staked claims, the Mazama
Project.  The  claims  were  previously  mined  by  other operators. The Company
planned  to attempt to recover gold and copper deposits which were not deemed to
be  economically  viable  at  the  time  the  claims  were  initially  mined. In
connection  with  the  Settlement  Agreement,  described  above,  the  Company
transferred  all  of  the stock of its wholly owned subsidiary, Cascade Mountain
Mining  Corp., to the Company's former Chief Executive Officer, Wayne Daley, and
as  a  result,  the  Company no longer has any mining or exploration activities.

             DESCRIPTION OF THE COMPANY'S CURRENT BUSINESSES FOCUS
                            -------------------------

     Since  the  date  of the Exchange, the Company's focus has been parking and
parking  related  services,  including  valet parking services which the Company
operates through its wholly owned subsidiary BH holding Company, Inc. ("BH") and
vehicle  immobilization  services  which  the Company operates though its wholly
owned  subsidiary ABS Holding Company, Inc. ("ABS"), described in greater detail
below.  Approximately  seventy percent (70%) of the Company's revenues come from
BH,  with  the  remaining  thirty  percent  (30%)  coming  from  ABS.

                            BH HOLDING COMPANY, INC.
                            ------------------------


     BH,  was  incorporated  in  the  State  of  Nevada  on November 4, 2004. BH
operates  through its wholly owned subsidiary, J & K Parking, d/b/a B&H Parking,
a Georgia corporation ("J&K") that specializes in valet parking services and was
purchased  by  BH  in November 2004. At the time J&K was purchased by BH, it was
co-owned  by  the  Company's  Chief  Executive Officer, Marc Ebersole, and Scott
Pringle,  who is unaffiliated with the Company. BH purchased J&K for a) $175,000
in  cash, b) $25,000 in the form of a promissory note payable to Mr. Pringle, in
connection  with  a  Covenant  Not  to  Compete,  of which approximately $14,583
remained  unpaid as of the date of our filing of our  original  Report  on  Form
10-KSB,  c)  $30,000  in the form of a promissory note to  Mr.  Ebersole,  which
bears  interest  at 18% per year, and is payable in monthly installments of $900
for  the  first  year,  with the remaining balance, payable on December 1, 2005,
of  which  approximately  $19,000  remained unpaid as of the date of our  filing
of our original Report on Form 10-KSB, and d) 10,000 shares  of  BH common stock
which  were  granted  to  Mr. Ebersole, and later exchanged  with  the  Company
pursuant to  the  Exchange, for ownership of J&K (throughout this Form 10-KSB/A,
references  to  BH  include  J&K).


     Under  Mr.  Pringle's Covenant Not to Compete, he agreed not to engage in,
be  employed  in,  or have any interest in any occupation or business similar to
that  of  BH,  within  the  Southeast United States, including Georgia, Alabama,
Louisiana,  Tennessee,  Florida, South Carolina, North Carolina and any location
where  BH conduces valet parking, parking management and vehicle immobilization,
for three (3) years from the date of the closing of the Covenant Not to Compete,
which  was  November  2,  2004,  in  return  for  the  $25,000  promissory note.

     BH  currently  operates in the Atlanta, Georgia, area, however, BH plans to
expand  its operations to other locations in the future, as part of its business
plan.

     The  bulk  of  BH's  clients, approximately 90%, are ongoing relationships,
however  BH  routinely gets calls from individuals and entities which are having
private  parties  and  need  valet  parking  services  on an intermittent basis.
Currently,  BH  operates  valet  operations  in  approximately  22  locations.
Additionally,  for  some of BH's ongoing clients, BH not only supplies the valet
parking  employees, but also has control over the parking lots of these clients.
As  a  result  of  fluctuations in seasonal need for valet parking services, the
Company  is  busier  in  the  winter  and spring and around convention season in
Atlanta.

INSURANCE

     Currently,  BH  employees  park  approximately  25,000-30,000  cars a week.
Because  of  this, BH carries garage keeper's liability insurance on its parkers
and  operations, whereby BH is covered if any damage occurs to the cars they are
parking  or anything is stolen from the cars themselves. BH averages one claim a
week  for  damage  done  to  the cars they park, which is normally just dents or
dings.  The  average  claim  made  to  BH  is  approximately  $875. BH's current
insurance  carries  a  $2,500  deductible per claim. Therefore, it has been BH's
policy  not  to submit claims to its insurance company unless the estimated loss
is  greater than $5,000 and as a result, BH chooses to pay almost all its claims
itself.

                                        8
<PAGE>

EMPLOYEE  SCREENING

     Strangers trust BH employees with their cars and their belongings when they
valet  park  with  BH, because of this, BH takes precautions in who they hire to
work as valets. BH screens potential employees by looking at their motor vehicle
report,  and  will  disqualify  job  candidates  based  on things like excessive
speeding  tickets  and  reckless  driving  charges.

                            ABS HOLDING COMPANY, INC.
                            -------------------------

     ABS,  which is in the business of providing vehicle immobilization services
to  parking  lot  owners  in  Atlanta, Georgia, was incorporated in the State of
Nevada  on  November 4, 2004. In November 2004, ABS purchased the assets of Blue
Sky  Parking,  Inc. ("Blue Sky"). Blue Sky had obtained its assets from Advanced
Booting  Services,  Inc., which was originally co-founded by the Company's Chief
Executive  Officer, Marc Ebersole, in November 1999, and later sold to Blue Sky,
in  August  2003.  The assets of Blue Sky were purchased by ABS for $200,000, of
which $100,000 was paid in cash and $100,000 in the form of a promissory note to
Blue  Sky.  The  $100,000  note  bears  no interest and is payable in thirty-six
installments  of $2,777.78, of which approximately $86,111 remains to be paid as
of  the  filing  of  this  report.

     ABS owns approximately Twenty-Five (25) vehicle immobilization boots, which
are  attached  to  the  wheel  of  a  vehicle which is illegally parked, and are
intended  to prevent that vehicle from moving until the owner pays a fine, which
is  currently  $50.00.

     ABS  currently  has  contracts to provide booting services to three parking
locations,  one owned by Parking Company of America, one owned by Lanier Parking
and one owned by Atlanta Loft Company. The Company had provided booting services
to  the  Around Lenox shopping center; however, the Company has ceased providing
services  to  Around  Lenox  as  of  January  30,  2005.

     When someone is illegally parked in one of ABS's client's parking lots, the
client or another individual in charge of the client's parking lot will call ABS
to  provide  booting  services. ABS contracts with approximately six independent
booters,  who  have  permits granted by the Atlanta Police Dept. When ABS gets a
call,  they contact one of their booters who will then find the illegally parked
vehicle and install a boot on one of the vehicle's tires. The vehicle owner must
then  pay  $55.00  to  get  the  boot removed from his vehicle. ABS receives the
majority  of  that payment, with the independent contractor booters being paid a
set  amount  by  the  Company,  for  each  boot  they  attach.

COMPETITIVE  BUSINESS  CONDITIONS

     The  valet  parking  and  vehicle  immobilization  industries  are  highly
competitive.  Currently,  BH is well diversified and has many clients, while ABS
currently  depends on three clients for its revenues. BH has approximately three
competitors  in  the  Atlanta,  Georgia  area.

                                        9
<PAGE>

COPYRIGHTS,  PATENTS,  TRADEMARKS  &  LICENSES

     Neither ABS nor BH have any copyrights, patents, trademarks, or other types
of  intellectual  property.  ABS does hold a license for booting services in the
Atlanta,  Georgia  area.

NEED  FOR  GOVERNMENTAL  APPROVAL  AND  THE  EFFECTS  OF  REGULATIONS

     In  connection  with  ABS's  vehicle  immobilization  services, ABS must be
licensed  by  the  city  of Atlanta, Georgia, to operate its booting operations.
Additionally,  the booters which the Company deals with must have permits issued
by  the  Atlanta  Police  Department.  In  the past, the Company has not had any
trouble  obtaining  its license to operate its booting services, which are valid
for  one  year  from  the  date  of  issuance.

RESEARCH  &  DEVELOPMENT  OVER  THE  PAST  TWO  YEARS

     The  Company  has  spent no money on research and development over the past
two  years.

EMPLOYEES

     BH  currently  employs  two (2) full-time employees and approximately fifty
(50) independent contractors, as valet parking personnel, although the number of
parking  personnel  employed  by  BH  varies  seasonally.

     ABS  currently  employs  two  (2)  individuals  on  a  full-time  basis and
approximately four (4) independent contractors who actually attach ABS's vehicle
immobilization  boots  to  the  illegally  parked  vehicles.

ITEM  2.  DESCRIPTION  OF  PROPERTY

     The Company currently rents approximately 1,530 square feet of office space
at  200 Hannover Park Road, Suite 120, in Atlanta, Georgia, at a current monthly
rental  cost  of  $1,404.00. The Company's current lease began on April 1, 2004,
and  will  expire  on  March 31, 2009. The Company paid rent of $1,350 per month
from  April  1,  2004  to  March  30,  2004. The Company's rent will increase to
$1,460.16  per  month from April 1, 2006 to March 30, 2007, $1,518.57 from April
1,  2007  to  March 30, 2008 and $1,579.31 from April 1, 2008 to March 30, 2009.

                                       10
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

     Allstate  filed  a  lawsuit  in  Fulton County, GA, against the Company, in
December  2004,  alleging  property  damage, which was settled by the Company in
March 2005, for $4,900, to be paid by the Company at the rate of $150 per month.

     David  Adams filed a lawsuit against the Company in February 2004, alleging
$28,000  in damages caused to his car as a result of it being stolen from one of
the  lots  that  BH services. The court granted the Company's Motion for Summary
Judgment  in  January  2005,  and  Adams  subsequently filed an appeal which was
dismissed  by  the  court  in  January  2005.

     From  time  to  time,  we  may  become  party  to litigation or other legal
proceedings  that  we  consider  to  be  a  part  of  the ordinary course of our
business.  Other  than  the legal proceedings listed above, which have both been
settled  or  dismissed,  we are not currently involved in legal proceedings that
could  reasonably be expected to have a material adverse effect on our business,
prospects,  financial condition or results of operations. However, we may become
involved  in  material  legal  proceedings  in  the  future.

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

     On December 31, 2004, by a written consent to action without a meeting, the
Company's Majority Shareholder, instructed the Directors of the Company to filed
a  Certificate  of  Amendment  with  the  Nevada  Secretary of State to affect a
1:4,000  reverse stock split, to reauthorize 300,000,000 shares of the Company's
common  stock, to reauthorize 10,000,000 shares of preferred stock and to change
the  Company's  name  to  "National  Parking  Systems,  Inc."  The  Company's
shareholders  were mailed an Information Statement which provided them notice of
the  Company's  intent to file the Certificate of Amendment, described above, on
or  about  December  8,  2004.

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
             SUBSEQUENT TO THE THREE MONTHS ENDED DECEMBER 31, 2004

     On  January  13,  2005,  the Majority Shareholder, pursuant to a consent to
action  without meeting, which was also signed by the Company's Directors, voted
to  enter  into  a  Stock  Exchange  Agreement  between the Company, ABS Holding
Company,  Inc.  and  BH  Holding  Company, Inc. (described under "Description of
Business").

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     "Bid"  and  "asked"  offers  for  the common stock are listed on the NASDAQ
OTC-Bulletin  Board  published  by the National Quotation Bureau, Inc. Below are
the  high and low bid prices for the Company's Common Stock for the past two (2)
fiscal  years.  Prior to June 2003, the Company's trading symbol was "WBVW," and
from  June 2003, to January 7, 2005, the Company's trading symbol was "CSCA." On
January  7,  2005,  in  connection  with the Company's name change and change in
business  focus, the Company's securities began trading under the symbol "NPKG."

     The  following  table  sets  forth  the  high  and  low  bid prices for the
Company's  common  stock  for  the  periods  indicated as reported by the NASDAQ
OTC-Bulletin  Board.  The quotations reflect inter-dealer prices, without retail
mark-up,  mark-down  or  commission  and  may not represent actual transactions.

                                                  BID
                                                PRICES(1)
                      QUARTER ENDED          HIGH       LOW
                      -------------          ----       ---
                      December 31, 2004        32       4.4
                      September 30, 2004       40        20
                      June 30, 2004            48        14
                      March 31, 2004           80      34.8
                      December 31, 2003       140        36
                      September 30, 2003     1040        84
                      June 30, 2003(1)        880      3.33
                      March 31, 2003         3.33      3.33

(1)  The Company affected a 1 for 4,000 reverse stock split effective January 7,
2005  and the bid prices for the quarters ended December 31, 2004 to January 31,
2003  retroactively  reflect this split. Additionally, the Company affected a 60
for  1  forward  stock  split effective June 24, 2003 and the bid prices for the
quarters  ended  June  30,  2003  and  March 31, 2003 retroactively reflect this
split.

     There  were  33 holders of record of the Company's Common Stock as of April
1, 2005. The Company has never paid a cash dividend on its common stock and does
not  anticipate  the  payment  of a cash dividend in the foreseeable future. The
Company  intends  to reinvest in its business operations any funds that could be
used  to  pay a cash dividend. The Company's common stock is considered a "penny
stock"  as defined in the Commission's rules promulgated under the Exchange Act.
In  general,  a  security which is not quoted on NASDAQ or has a market price of
less than $5.00 per share where the issuer does not have in excess of $2,000,000
in  net  tangible  assets  (none  of  which  conditions  the  Company  meets) is
considered  a  penny stock. The Commission's rules regarding penny stocks impose
additional  sales  practice  requirements  on  broker-dealers  who  sell  such
securities  to persons other than established customers and accredited investors
(generally  persons  with  net worth in excess of $1,000,000 or an annual income
exceeding  $200,000  or  $300,000  jointly  with their spouse). For transactions
covered  by  the  rules,  the  broker-dealer  must  make  a  special suitability
determination for the purchaser and receive the purchaser's written agreement to
the  transaction  prior  to  the  sale.  Thus,  the  Rules affect the ability of
broker-dealers to sell the Company's shares should they wish to do so because of
the  adverse  effect  that the Rules have upon liquidity of penny stocks. Unless
the  transaction  is  exempt  under  the Rules, under the Securities Enforcement
Remedies  and  Penny Stock Reform Act of 1990, broker-dealers effecting customer
transactions  in penny stocks are required to provide their customers with (i) a
risk  disclosure  document; (ii) disclosure of current bid and ask quotations if
any;  (iii)  disclosure  of  the compensation of the broker-dealer and its sales
personnel  in  the  transaction; and (iv) monthly account statements showing the
market  value of each penny stock held in the customer's account. As a result of
the  penny  stock rules the market liquidity for the Company's securities may be
severely  adversely  affected  by limiting the ability of broker-dealers to sell
the  Company's  securities  and  the  ability of purchasers of the securities to
resell  them.

RECENT SALES OF UNREGISTERED SECURITIES

The  Company  sold  no shares of unregistered securities during the three months
ended  December  31,  2004.

        ISSUANCES SUBSEQUENT TO THE THREE MONTHS ENDED DECEMBER 31, 2004

     In  January  2005,  the  Company  agreed  to  issue 3,000,000 shares of the
Company's  common stock to London Finance Group, Ltd., a California corporation,
pursuant  to a Consulting Agreement, which have not been issued as of the filing
of  this  report  on  Form  10-KSB.

                                       11
<PAGE>

     In  January  2005,  the  Company issued 40,350,000 restricted shares of the
Company's  Common  Stock to its Chief Executive Officer, Marc Ebersole, and five
unrelated  entities  in  connection  with  the Exchange Agreement. The Company's
Chief Executive Officer, Marc Ebersole, received 32,600,000 restricted shares of
the  Company's  Common  Stock  pursuant  to  the Exchange Agreement, of which he
subsequently  transferred  shares  to  1,100,000  restricted  shares  to  two
individuals,  and  1,000,000 restricted shares to his niece, Christine Ebersole,
leaving  him  the  beneficial owner of 30,500,000 shares of the Company's Common
Stock.  The  Company  claims  an exemption from registration afforded by Section
4(2) of the Act since the foregoing issuances did not involve a public offering,
the  recipients  took  the  shares for investment and not resale and the Company
took  appropriate  measures to restrict transfer. No underwriters or agents were
involved in the foregoing issuances and no underwriting discounts or commissions
were  paid  by  the  Company.

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

     This  report  contains  forward  looking  statements  within the meaning of
Section  27a  of  the  Securities  Act of 1933 and Section 21e of the Securities
Exchange  Act  of  1934. These forward looking statements are subject to certain
risks  and  uncertainties  that  could cause actual results to differ materially
from  historical results or anticipated results, including those set forth under
"Risk  Factors"  in  this  Management's  Discussion  and  Analysis  of Financial
Condition and Results of Operations" and elsewhere in this report. The following
discussion  and  analysis should be read in conjunction with "Selected Financial
Data"  and  the  Company's  financial  statements  and  notes  thereto  included
elsewhere  in  this  report.

OVERVIEW

     The  Company's  goal  is  to  grow  its  operations by acquiring additional
booting  and/or  parking  companies  in  the  Atlanta, Georgia area and possibly
throughout  the  South East, which may include the acquisition of valet parking,
parking management, parking control, or parking equipment companies, or possibly
purchasing existing parking lots or lots which the Company can make into parking
lots.  The  amount  of  money the Company will require for these acquisitions is
dependent  on  what acquisitions the Company may choose to make, but is expected
to  be  substantial.  As of the date of this filing, the Company has no definite
plans  for  future  acquisitions,  or  financing in place to complete any future
acquisitions,  if  any.

                                       12
<PAGE>

COMPARISON OF OPERATING RESULTS

FISCAL YEAR ENDED DECEMBER 31, 2004 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2003


     The Company's net sales increased $64,036, to $317,595 for the year ended
December 31, 2004, compared to $253,559 for the year ended December 31, 2003.
This increase in sales was mainly attributable to organic growth.


     The  Company's  total costs and expenses increased $37,370, to $340,424 for
the  year  ended  December  31, 2004, as compared to $303,054 for the year ended
December  31,  2003,  which  consisted  of  an increase in operating expenses of
$14,960,  to  $308,678,  compared to $293,718, a decrease in interest expense of
$4,570,  to  $4,766,  compared  to  $9,336,  an  increase in rent of $15,109, to
$15,109,  compared  to  $-0-,  and  an increase in depreciation and amortization
expense of $11,871, to $11,871 for the year ended December 31, 2004, compared to
$-0-  for  the  year  ended  December  31,  2003.

     The Company had a total net loss of $22,829 for the year ended December 31,
2004,  compared  to  a total net loss of $49,495 for the year ended December 31,
2003. The decrease in net loss was mainly attributable to increases in new sales
which  were  greater  than  the Company's increases in total costs and expenses.

LIQUIDITY AND CAPITAL RESOURCES

     The  Company had an increase in total assets of $518,359 for the year ended
December  31,  2004,  to  $528,989, as compared to total assets of $10,630 as of
December  31,  2003.  The  increase in total assets, consisted of an increase in
intangible assets of $480,529 for the year ended December 31, 2004, to $480,529,
consisting  of  covenant  not  to  compete,  net  of amortization of $11,221, as
compared  to  intangible  assets  of  $-0- for December 31, 2003; an increase in
equipment  of  $39,350 for the year ended December 31, 2004, to $39,350 compared
to  $-0- for the year ended December 31, 2003; which was offset by a decrease in
current  assets  of  $1,520  for  the  year  ended December 31, 2004, to $9,110,
compared  to  $10,630  for  the  year  ended December 31, 2004, consisting of an
increase  of  $4,554  in  cash,  to $4,554 from $-0-, and a decrease in accounts
receivable  of  $6,074,  to  $4,556  from  $10,630.

     The  Company's  total  liabilities  increased  $503,322  for the year ended
December  31, 2004, to $555,376, as compared to $52,054 as of December 31, 2003,
consisting  of increases in current liabilities of $343,724, to $395,778 for the
year  ended  December  31, 2004, compared to $52,054 for the year ended December
31,  2003, and an increase in long-term note payable of $159,598, to $159,598 as
of  December  31,  2004,  as  compared  to  long-term note payable of $-0- as of
December  31,  2003.

     The increase in the Company's total current liabilities of $343,724 for the
year  ended  December 31, 2004, to $395,778, as compared to $52,054 for the year
ended  December  31,  2003,  consisted  of  an  increase  in notes payable to an
individual, unsecured, of $10,700, to $10,700, from $-0-, an increase in current
portion of long-term debt of $346,827, to $346,827 from $-0-, and an increase in
accrued expenses of $4,766 for the year ended December 31, 2004, to $4,766, from
$0  for  the  year  ended  December 31, 2003, which were offset by a decrease in
notes  payable  to  related  parties  of $17,504 for the year ended December 31,
2004,  to  $30,000,  compared  to  $47,504  as  of  December  31,  2003.

     The  Company  agreed  to  issue  21,250  post  reverse  split shares of the
Company's  common  stock  ("Common  Stock")  to Mr. Daley and 1,878 post reverse
split  shares  of  Common Stock to Mr. Skopos in consideration for releasing the
Company from all claims including options, warrants and those arising from their
employment  agreements,  as  well as approximately $200,000 of notes payable and
$201,930  of  shareholder  loans. The $200,000 in notes payable were liabilities
which  belonged to the Company's former wholly-owned subsidiary. The Company has
received  an  executed  release  for  liability  for $100,000 of these notes and
although the Company has been unable to ascertain whether the remaining $100,000
in  notes  payable was validly assigned, as the remaining note was an obligation
of  the  wholly-owned subsidiary, the Company is taking the position that it has
no  liability  in connection with the note. In addition, the Company transferred
all  of the stock of its former wholly-owned subsidiary, Cascade Mountain Mining
Corp.,  to  Mr.  Daley.

     The  Company  had  a  total  accumulated  deficit, of $66,812 and negative
working  capital  of  $356,428  as  of  December  31,  2004.

                                       13
<PAGE>

     Net cash flows used in operating activities was  $3,367  for the year ended
December  31,  2004,  which consisted of net loss of ($22,829), depreciation and
amortization  of  $11,871,  accounts  receivable  of $6,074, accounts payable of
$3,485,  and  accrued  expenses  of  $4,766.

     Net  cash  flows  from  financing  activities was $5,737 for the year ended
December  31,  2004,  which  consisted  of  payment receipts on notes payable to
related  parties  of ($9,638), which was used to pay down the $30,000 note which
was  issued  to  the  Company's  Chief  Executive  Officer,  Marc  Ebersole,  in
connection  with  the Exchange (described above), payments on debt of ($13,625),
and  loan from individual of $29,000. The approximate outstanding amount owed to
Mr. Ebersole in connection with the $30,000 note as of the filing of this report
was  $19,000.

     As  of  December  31,  2004, the Company had long-term debt of $159,598 And
current  portion  of long-term debt of $346,827 which consisted of the following
items:  $22,917 owed to Scott Pringle in connection with the purchase of J&K and
the  entry  into  a  Covenant  Not  to  Compete,  $14,536  in connection with an
installment  note  payable, which is secured by a vehicle, which was obtained in
connection  with  the  exchange, $97,222 to Blue Sky Parking, Inc. in connection
with the purchase of the assets of Blue Sky, $285,000 to Hyde Investments, Ltd.,
in  connection with the Senior Secured Convertible Debenture, and $86,750 to the
Preferred  Stock  Sellers  in  connection with the Junior Convertible Debentures
(explained  in  greater  detail  under  "Description  of  Business,"  above).

     The  Company  does  not  have  any  commitments  or  identified  sources of
additional  capital  from  third  parties  or  from  its  officers, directors or
majority  shareholders.  There is no assurance that additional financing will be
available  on favorable terms, if at all. If the Company is unable to raise such
additional  financing,  it  would  have  a  materially  adverse  effect upon the
Company's  ability  to  implement its business plan and may cause the Company to
curtail  or  scale  back  its  current  operations.

                                  RISK FACTORS
                                ----------------

NEED  FOR  ADDITIONAL  FINANCING.

     The  Company can continue its current operations indefinitely, assuming the
Company  has approximately the same number of clients and receives approximately
the  same  amount of income from its services. However, the Company's goal is to
grow  its  operations  by acquiring additional booting and/or parking companies,
which may include valet parking, parking management, parking control, or parking
equipment companies, or possibly even the purchase existing parking lots or lots
which  can  be  made  into  parking  lots.  The amount of money the Company will
require for these acquisitions is dependent on what acquisitions the Company may
choose  to  make.  While  the  amount  of  additional financing the Company will
require  for  these  acquisitions  is currently unknown, the Company anticipates
that  it  will  require a substantial amount of additional financing. Currently,
the  Company does not have any commitments or identified sources of capital from
third  parties  or  from  the  Company's  officers,  directors  or  majority
shareholders.  There is no assurance that additional financing will be available
on favorable terms, if at all. If the Company is unable to raise such financing,
it may not be able to complete any acquisitions, and may be forced to curtail or
abandon  its  business  plan.

WE HAVE SIGNIFICANT DEBTS FOR WHICH WE HAVE PAYMENT OBLIGATIONS WE MAY NOT MEET

     We  had  a  current  portion  of  long-term  debt  of  $346,827  and  total
liabilities of $555,376 at December 31, 2004. We had current assets of $9,110 at
December 31, 2004. Based on our financial condition, there are substantial risks
that  we  will not meet our payment obligations. If any of our creditors were to
seek  repayment  of amounts outstanding, the Company may be forced to curtail or
abandon  its  business  and an investment in our Company could become worthless.

                                       14
<PAGE>

WE  DEPEND  HEAVILY  ON  MARC  EBERSOLE,  THE  COMPANY'S CHIEF EXECUTIVE OFFICER

     The  success  of  the Company depends heavily upon the personal efforts and
abilities  of Marc Ebersole, the Company's Chief Executive Officer and Director.
The  Company  has  entered  into  a  Five (5) year employment agreement with Mr.
Ebersole.  However,  the  Company  currently  has  no  key man insurance or life
insurance  policies  on  Mr.  Ebersole.  The  loss  of Mr. Ebersole could have a
material  adverse effect on our business, results of operations and/or financial
condition.  In  addition,  the  absence  of Mr. Ebersole will force us to seek a
replacement who may have less experience or who may not understand our business,
or  we  may  not be able to find a suitable replacement. If this were to happen,
the  Company  may  be  forced  to  curtail  or  abandon  its  business  plan.

GROWTH  WILL  PLACE  SIGNIFICANT  STRAINS  ON OUR MANAGERIAL, ADMINISTRATIVE AND
OTHER  RESOURCES.

     Any  growth that we experience is expected to place a significant strain on
our  managerial and administrative resources. Marc Ebersole is our only officer.
We  have limited employees who perform administrative functions. Further, if our
business  grows,  we  will  be  required  to  manage multiple relationships with
various  clients  and  third parties and numerous valet parking personnel. These
requirements will be exacerbated in the event of further growth. There can be no
assurance  that  our other resources such as our systems, procedures or controls
will  be  adequate  to support our growing operations or that we will be able to
achieve  the  rapid  execution  necessary to successfully offer our services and
implement  our  business  plan.  Assuming  that  our  business grows, our future
success  will  depend  on  our  ability  to  add  additional  management  and
administrative  personnel  to  help  compliment our current employees as well as
other  resources.  If  we  are  unable  to  add  additional  managerial  and
administrative  resources,  it  may prevent us from continuing our business plan
and  could  have  an  adverse  effect  on  the  value  of  our  securities.

MARC  EBERSOLE CAN VOTE APPROXIMATELY 75.4% OF OUR COMMON STOCK AND CAN EXERCISE
CONTROL  OVER  CORPORATE  DECISIONS  INCLUDING  THE APPOINTMENT OF NEW DIRECTORS

     Marc  Ebersole,  our  Chief  Executive  Officer,  can  vote an aggregate of
30,500,000  shares  or  approximately  75.4%  of  our  outstanding common stock.
Accordingly,  Mr.  Ebersole  will exercise control in determining the outcome of
all  corporate  transactions  and  other  matters,  including  the  election  of
directors,  mergers, consolidations, the sale of all or substantially all of our
assets,  and  also  the  power  to  prevent  or  cause  a change in control. Any
investors  who  purchase  shares of the Company's common stock, will be minority
shareholders  and  as  such  will  have little to no say in the direction of the
Company and the election of Directors. Additionally, it will be difficult if not
impossible  for  investors  to remove Mr. Ebersole as a Director of the Company,
which  will  mean  he  will  remain  in control of who serves as officers of the
Company,  as  well  as  whether  any  changes are made in the Company's Board of
Directors.  As a potential investor in the Company, you should keep in mind that
even  if  you  own shares of the Company's Common Stock and wish to vote them at
annual  or  special  shareholder  meetings,  your shares will likely have little
effect  on  the  outcome  of  corporate  decisions.

                                       15
<PAGE>

THE  COMPANY  FACES  POTENTIAL LIABILITY FOR ITS VEHICLE IMMOBILIZATION SERVICES

     The  Vehicle  Immobilization  business  is regulated in some jurisdictions,
which may have an impact on ABS's ability to expand its operations. For example,
if  ABS  decides  to  expand into areas where regulations exist, it benefits ABS
because  there  is  already  a statutory framework which specifically sets forth
what  is permitted and what is not permitted of vehicle immobilization services,
assuming that ABS can obtain licenses to operate in these areas. If however, ABS
decides  to  try  to  expand  into  a jurisdiction where there no regulations in
place,  ABS  has  less  guidance  as to what is permitted. Therefore, it is more
risky to expand in those jurisdictions. The Company may face potential liability
for  vehicle  immobilization  services  which  it  conducts, especially in those
jurisdictions  without regulatory statutes already in place. As a result of this
liability,  the  Company  could be forced to expend money in defending itself or
paying  judgments, which could cause the Company's revenues to decrease, causing
a  decline  in  the  Company's  securities.

THE COMPANY FACES POTENTIAL LIABILITY FOR THE ACTIONS OF ITS VALET EMPLOYEES AND
DAMAGE  WHICH  MAY  OCCUR  TO  THE  VEHICLES  THEY  PARK.

     The Company screens potential valet employee's motor vehicle records before
deciding  on hiring them as independent contractors. However, there is still the
chance  that  through an employee's actions, damage could be caused to a vehicle
they  are  parking.  Additionally,  the Company currently averages one claim per
week  from someone alleging that their vehicle was dented or dinged while in the
care  of  the  Company's  valets.  The  Company currently carries garage keepers
insurance  to  cover these incidents, but in the future, should the Company lose
this  coverage,  or  the Company's insurance does not cover these incidents, the
Company  could  be  forced  to  expend  substantial  resources  in litigating or
settling  these  matters.  If  this were to happen, it would cause the Company's
revenues  to  decrease  and  cause the Company's securities to decline in value.

THE  CITY  OF  ATLANTA,  GEORGIA, COULD STOP ISSUING LICENSES AND PERMITS AND/OR
DISALLOW  FURTHER  BOOTING  ACTIVITIES

     Currently,  the  city  of Atlanta, Georgia, regulates the Company's booting
activities  and  issues  yearly licenses for booting services. Additionally, the
booters  who  put  the Company's boots on the vehicles, to immobilize them, must
have  permits  from  the  Atlanta police Dept. If the city of Atlanta refuses to
renew  the  Company's  license, disallows further booting, or the Atlanta police
department  fails  to  issue  permits to booters, the Company could be forced to
expend  additional  resources  to obtain new booters or a new license, and there
can  be no assurance that the Company will be able to retain such new booters or
obtain  a  new license on favorable terms, or at all. If this were to happen, it
will  likely  cause  the  value  of  the  Company's  securities  to  decrease.

                                       16
<PAGE>


THE  COMPANY  FACES POTENTIAL LIABILITY FOR THE DEBTS OF ITS FORMER WHOLLY-OWNED
SUBSIDIARY

     The  Company's  former Chief Executive Officer, Wayne Daley, represented to
the  Company's  former  auditor  that $200,000 in notes payable of the Company's
former  wholly-owned subsidiary ("Notes") belonged to him, and that he therefore
was  able to release the Company from the obligations of the Notes in connection
with  the  General  Release  and  Settlement  Agreement he entered into with the
Company  (described  above under "Item 1. Description of Business"). The Company
has  received  an executed release for liability for $100,000 of such notes. The
Company has been unable to determine whether the remaining $100,000 in notes was
validly  assigned,  however  as  the  remaining  note  was  an obligation of the
Company's  former  wholly-owned  subsidiary,  the Company is taking the position
that  it  has  no liability in connection with that note. There is a possibility
that creditors of the Company's former wholly-owned subsidiary could make claims
against  the  Company  alleging  various successor liability theories. While the
Company  believes  that  such  claims would have no merit, it cannot assure that
such  claims will not be successful. If the Company is forced to pay liabilities
associated with the Company's former wholly-owned subsidiary, the Company may be
liable  for  the  $100,000 note, any accrued and unpaid interest, as well as any
other  liabilities  associated with the Company's former wholly-owned subsidiary
which  are  unknown  to  the  Company  at this time. If the Company is forced to
defend  or pay for liabilities associated with the Company's former wholly-owned
subsidiary,  it  could have a materially adverse effect on the Company's results
of  operations  and  financial  condition.

THE  ISSUANCE  AND  SALE  OF  COMMON  STOCK UNDERLYING THE JUNIOR DEBENTURES MAY
DEPRESS  THE  MARKET  PRICE  OF  OUR  COMMON  STOCK.

     As  of  the  filing of this Form 10-KSB, we had 40,425,011 shares of common
stock outstanding, which does not include 3,000,000 shares of Common Stock which
we  have  agreed  to  issue  to  London Finance Group, Ltd. in connection with a
Consulting  Agreement  (see  "Consulting  Agreement,"  above,  under  Item  1,
"Description of Business"). The Preferred Stock Sellers may convert their Junior
Debentures  into  86,750,000 shares of our common stock at a conversion price of
$0.001  per  share,  of  which no shares have been issued as of the date of this
report.  Even  though  the Preferred Stock Sellers cannot own more than 4.99% of
our  outstanding  common  stock  at  any one time, they can continuously convert
their  debt  and sell their sales over a period of time and stay below the 4.99%
maximum  ownership  limit.  As  sequential conversions and sales take place, the
price  of our common stock may decline and other shareholders in the Company may
have  their  shares  diluted  by the conversions of the Preferred Stock Sellers.

THE  COMPANY  FACES  COMPETITION  FOR  ITS  SERVICES

     The  Company  faces intense competition for both its valet parking services
and  its  vehicle  immobilization  services.  These  competitors  include larger
companies  which  compete with the Company in both the valet parking and vehicle
immobilization  industries,  those  companies  may  have  financial  resources,
equipment,  and expertise in the valet parking and vehicle immobilization fields
which  is  greater than the Company's. As a result, the Company may be unable to
compete  with these larger companies and may be forced to abandon or curtail its
business  plan.

ABS  CURRENTLY  RELIES  ON  THREE MAJOR CUSTOMERS FOR ITS REVENUE, ONE WHICH HAS
GIVEN  NOTICE  TO  THE  COMPANY

     All  of  ABS's  revenue  currently  comes from three major clients, Parking
Company of America, Lanier Parking and Atlanta Loft Company, which is a shopping
center  in  Atlanta, Georgia.   While  the  Company  hopes  to  diversify  ABS's
client  base  in the future, if ABS were to lose its remaining customer, or fail
to  find  additional  clients for its booting services, it would have an adverse
effect on the Company's operations. If this were to happen, the Company could be
forced  to abandon or curtail its vehicle immobilization operations, which would
likely  decrease  the  value  of  the  Company's  securities.

OUR AUDITORS HAVE EXPRESSED AN OPINION THAT THERE IS SUBSTANTIAL DOUBT ABOUT OUR
ABILITY  TO  CONTINUE AS A GOING CONCERN.

     Our  auditors  have  expressed  an  opinion that there is substantial doubt
about  our  ability to continue as a going concern primarily because we incurred
net  operating  losses of $22,829 in 2004 and $49,945 in 2003, and had a working
capital  deficiency  of  $386,668  as  of  December  31,  2004. The accompanying
financial  statements have been prepared assuming that the Company will continue
as a going concern. The financial statements do not include any adjustments that
might result from our inability to continue as a going concern. If we are unable
to  continue  as  a  going  concern,  you  will  lose  your  entire  investment.

IF  THERE  IS  A  MARKET  FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE VOLATILE.

     If  there  is a market for our common stock, we anticipate that such market
will  be subject to wide fluctuations in response to several factors, including,
but  not  limited  to:

                                       17
<PAGE>

     (1)  actual  or  anticipated  variations  in  our  results  of  operations;
     (2)  our  ability  or  inability  to  generate  new  revenues;
     (3)  the  number  of  shares  in  our  public  float;
     (4)  increased  competition;  and
     (5)  conditions  and  trends  in  the  parking  and  vehicle immobilization
          industries.

     Furthermore,  because  our  Common  Stock  is  traded  on the NASD over the
counter  bulletin  board,  our  stock  price may be impacted by factors that are
unrelated  or  disproportionate  to  our  operating  performance.  These  market
fluctuations, as well as general economic, political and market conditions, such
as  recessions,  interest  rates  or  international  currency  fluctuations  may
adversely  affect  the  market  price  of  our  common  stock.

     Additionally,  at  present,  we have a very limited number of shares in our
public  float, and as a result, there could be extreme fluctuations in the price
of  our  common  stock.  Further,  due to the limited volume of our shares which
trade and our limited public float, we believe that our stock prices (bid, asked
and  closing prices) are entirely arbitrary, are not related to the actual value
of  the Company, and do not reflect the actual value of our common stock (and in
fact  reflect  a  value  that is much higher than the actual value of our Common
Stock). Shareholders and potential investors in our Common Stock should exercise
caution  before  making an investment in the Company, and should not rely on the
publicly  quoted  or  traded stock prices in determining our Common Stock value,
but  should instead determine value of our Common Stock based on the information
contained  in  the  Company's  public  reports,  industry information, and those
business  valuation  methods  commonly  used  to  value  private  companies.

ITEM 7. FINANCIAL STATEMENTS

  The  Financial Statements required by Item 310 of Regulation S-B are stated in
U.S.  dollars  and  are  prepared  in  accordance  with  U.S. Generally Accepted
Accounting  Principles.

                                       18
<PAGE>

                         NATIONAL PARKING SYSTEMS, INC.
                (Formerly Cascade Mountain Mining Company, Inc.)

                          AUDITED FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003






<PAGE>

CONTENTS

--------------------------------------------------------------------------------

Report of Independent Registered Public Accounting Firm              Page    F 1

Consolidated Balance Sheets                                                  F 2

Consolidated Statements of Operations                                        F 3

Consolidated Statements of Cash Flows                                        F 4

Consolidated Statements of Stockholders' Deficit                             F 5

Notes to Consolidated Financial Statements                                   F 6

<PAGE>

                              MEYLER & COMPANY, LLC
                          CERTIFIED PUBLIC ACCOUNTANTS
                                  ONE ARIN PARK
                                 1715 HIGHWAY 35
                              MIDDLETOWN, NJ 07748



             Report of Independent Registered Public Accounting Firm


To the Board of Directors
National Parking Systems, Inc.
Atlanta, GA

We have audited the accompanying consolidated balance sheets of National Parking
Systems,  Inc.  (formerly  Cascade Mountain Mining Company, Inc.) as of December
31,  2004  and  2003,  and  the  related  consolidated statements of operations,
stockholders'  deficit,  and  cash flows for each of the two years in the period
ended  December  31,  2004.  These  consolidated  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 the standards of the Public Company
Accounting  Oversight  Board  (United  States).  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
audit  provides  a  reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the financial position of the Company as of
December  31,  2004  and  2003,  and  the results of its operations and its cash
flows  for  each  of  the  two  years  in the period ended December 31, 2004, in
conformity  with  U.S.  generally  accepted  accounting  principles

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note A to
the  consolidated  financial  statements, the Company has incurred net losses of
$22,829 in 2004 and $49,495 in 2003, has a negative working capital of $386,668,
a  stockholders' deficit of $26,387 at December 31, 2004, and there are existing
uncertain conditions the Company faces relative to its ability to obtain capital
and  operate  successfully.  These  conditions raise substantial doubt about its
ability  to  continue  as  a  going concern.  Management's plans regarding those
matters  are  also described in Note A.  The financial statements do not include
any  adjustments  that  might  result  from  the outcome of these uncertainties.



                                   /s/ Meyler & Company, LLC



Middletown, NJ
March 20, 2005

                                     F-1
<PAGE>

<TABLE>
<CAPTION>


   NATIONAL PARKING SYSTEMS, INC. AND SUBSIDIARIES (Formerly Cascade Mountain
                             Mining Company, Inc.)

                           CONSOLIDATED BALANCE SHEETS

                                                                 December 31,
                                                           ----------------------
                                                              2004         2003
                                                           --------     ---------
<S>                                                           <C>          <C>
CURRENT ASSETS
     Cash                                                  $   4,554
     Accounts receivable                                       4,556    $  10,630
                                                           ---------    ---------
          Total Current Assets                                 9,110       10,630
EQUIPMENT, net of accumulated depreciation                    39,350

INTANGIBLE ASSETS
     Covenant not to compete, net of amortization of
          $11,221 in 2004                                    480,529
                                                           ---------    ---------

          Total Assets                                     $ 528,989    $  10,630
                                                           =========    =========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Bank overdraft                                                     $   4,550
     Accounts payable                                      $   3,485
     Notes payable to an individual, unsecured                10,700
     Notes payable to related parties30,000                   47,504
     Current portion of long-term debt                       346,827
     Accrued expenses                                          4,766
                                                           ---------    ---------
     Total Current Liabilities                               395,778       52,054
                                                           ---------    ---------

LONG-TERM DEBT
     Loans payable, net of current portion                   159,598

STOCKHOLDERS' DEFICIT
      Preferred stock, par value $0.001 authorized
          10,000,000 shares, none issued and outstanding
     Common stock authorized 300,000,000
     shares; par value $0.001; issued
     and outstanding 40,425,011 shares
     at December 31, 2004                                     40,425       40,425
     Paid-in capital                                          37,866
     Accumulated deficit                                    (104,678)     (81,849)
                                                            --------    ---------
               Total Stockholders' Deficit                   (26,387)     (41,424)
                                                            --------    ---------
     Total Liabilities and Stockholders' Deficit            $528,989    $  10,630
                                                            ========    =========

</TABLE>

                 See accompanying notes to financial statements.

                                     F-2
<PAGE>

<TABLE>
<CAPTION>

                NATIONAL PARKING SYSTEMS, INC. AND SUBSIDIARIES
                (Formerly Cascade Mountain Mining Company, Inc.)

                     CONSOLIDATED STATEMENTS OF OPERATIONS


                                                          Year Ended December 31,
                                                        ----------------------------
                                                           2004               2003
                                                        ----------         ---------
<S>                                                        <C>                <C>

NET SALES                                               $  317,595         $ 253,559

COSTS AND EXPENSES
     Operating expenses                                    308,678           293,718
     Interest expense                                        4,766             9,336
     Rent                                                   15,109
     Depreciation and amortization                          11,871
                                                        ----------
          Total Costs and Expenses                         340,424          303,054

NET LOSS                                                $  (22,829)       $ (49,495)
                                                        ==========        =========

NET LOSS PER COMMON SHARE
     (BASIC AND DILUTED)
                                                        $    (0.01)       $   (0.01)
                                                        ==========        =========

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                                 43,525,000       43,525,000
                                                        ==========       ==========

</TABLE>



                 See accompanying notes to financial statements.

                                     F-3
<PAGE>

<TABLE>
<CAPTION>



                NATIONAL PARKING SYSTEMS, INC. AND SUBSIDIARIES
                (Formerly Cascade Mountain Mining Company, Inc.)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                 Year Ended December 31,
                                                               ----------------------------
                                                                  2004               2003
                                                               ---------           --------
<S>                                                               <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                  $ (22,829)          $(49,495)
     Adjustments to reconcile net loss to cash flows used
       in operating activities:
         Depreciation and amortization                            11,871
         Accounts receivable                                       6,074            (10,330)
         Accounts payable                                          3,485
         Accrued expenses                                          4,766
                                                               ---------           --------
            Net Cash Flows Used in Operating Activities            3,367            (59,825)
                                                               ---------           --------
CASH FLOWS FROM FINANCING ACTIVITIES
     Payments on notes payable to related parties                 (9,638)            53,454
     Payments on debt                                            (13,625)
     Loan from individual                                         29,000
                                                               ---------
            Net Cash Flows from Financing Activities               5,737             53,454
                                                               ---------           --------


INCREASE (DECREASE) IN CASH                                        9,104             (6,371)

CASH, (OVERDRAFT) BEGINNING OF PERIOD                             (4,550)             1,821
                                                               ---------           --------

CASH, END OF PERIOD                                            $   4,554           $ (4,550)
                                                               =========           ========

SUPPLEMENTAL CASH FLOW
     INFORMATION:
     Issuance of notes/loans for equipment                     $  40,000
     Issuance of note/loans for covenant-not-to-compete          491,750
     Notes payable to related parties                            (30,000)
     Notes payable for equipment                                 (40,000)
     Senior Secured Convertible Note                            (275,000)
     Junior Convertible Debenture                                (86,750)
     Note payable for non-compete-agreement                     (100,000)

</TABLE>

                 See accompanying notes to financial statements.

                                     F-4
<PAGE>

<TABLE>
<CAPTION>


                 NATIONAL PARKING SYSTEMS, INC. AND SUBSIDIARIES
                (Formerly Cascade Mountain Mining Company, Inc.)

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT


                                              Common Stock               Additional                               Total
                                     -----------------------------        Paid in          Accumulated        Stockholders'
                                        Shares            Amount          Capital            Deficit             Deficit
                                     --------------------------------------------------------------------------------------
<S>                                      <C>               <C>             <C>               <C>                  <C>

Issuance of shares to stockholders         1,000        $  1,000                                              $       1,000
Net income for year ended
     December 31, 2002                                                                     $     7,071                7,071
                                     -----------        --------                           -----------        -------------
Balance, December 31, 2002                 1,000           1,000                                 7,071                8,071

Reverse merger (Note 1)
     Exchange of shares                   (1,000)         (1,000)        $    1,000
Outstanding common stock of
     National Parking Systems, Inc.  300,000,000         300,000          1,647,611         (1,947,611)
Redemption of shares at merger      (299,924,989)       (299,925)           299,925
Capitalization of prior losses                                           (1,908,186)         1,908,186
Issuance of shares on merger          40,350,000          40,350            (40,350)
Net loss for year ended
     December, 31, 2003                                                                        (49,495)             (49,495)
                                     -----------        --------         ----------        -----------          -----------
Balance, December 31, 2003            40,425,011          40,425                               (81,849)             (41,424)

Additional capital contributed
     by stockholders                                                         37,866                                  37,866
Net loss for year ended
     December, 31, 2004                                                                        (22,829)             (22,829)
                                     -----------        --------         ----------        -----------          -----------
                                      40,425,011        $ 40,425         $   37,866        $  (104,678)         $   (26,387)
                                     ===========        ========         ==========        ===========          ===========
</TABLE>

See accompanying notes to financial statements.

                                     F-5
<PAGE>

                 NATIONAL PARKING SYSTEMS, INC. AND SUBSIDIARIES
                (Formerly Cascade Mountain Mining Company, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2004


NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Nature  of  Business
     --------------------

     National  Parking  Systems,  Inc.  (the  "Company")  provides  parking  and
     valet  services  to  establishments and booting services to parking garages
     and  lots  through  its combined companies: B&H Holding Company, which owns
     J&K  Parking, Inc., and ABS Holding Corp., which owns ABS, Inc., all Nevada
     Corporations.  All  of these companies were under the common control of one
     individual  prior  to  the  reverse  merger.

     Reverse  Merger
     ---------------

     On  January  13,  2005,  the  Company  entered  into  a  stock  exchange
     agreement  with  Cascade  Mountain  Mining  Company, Inc. ("Cascade") which
     subsequently  changed  its  name  to National Parking Systems, Inc. whereby
     Cascade  issued  40,350,000  shares of its common stock to acquire National
     Parking  Systems,  Inc.  Additionally,  Cascade  authorized  a 1 for 14,000
     reverse  split  of its common stock prior to the merger. In connection with
     the merger, National Parking Systems, Inc. became a wholly owned subsidiary
     of  Cascade.  Prior  to  the  merger,  Cascade  was a non-operating "shell"
     corporation.  Pursuant  to  Securities  and  Exchange Commission rules, the
     merger of a private operating company, National Parking Systems, Inc., into
     a  non-operating  public  shell  corporation,  with  nominal net assets, is
     considered  a  capital transaction. At the time of the merger, the officers
     and  directors  of Cascade resigned and were replaced with the officers and
     directors  of  National  Parking  Systems,  Inc.  For  financial  statement
     presentation,  the merger has been reflected in the financial statements as
     though  it  occurred  on  December  31,  2004.  The  historical  financial
     statements  prior  to  December  31,  2004  are  those  of National Parking
     Systems,  Inc.  Since  the  merger is a recapitalization and not a business
     combination,  pro  forma  information  is  not  presented.

     Going  Concern
     --------------

     As  shown  in  the  accompanying  financial  statements,  the  Company  has
     incurred  net losses of $22,829 in 2004 and $49,495 in 2003, has a negative
     working  capital  of  $386,668,  and  a stockholders' deficit of $69,812 at
     December  31,  2004.  Management's  plans  include  the  raising of capital
     through  the  equity  markets to fund future operations, seeking additional
     acquisitions,  and  the generating of revenue through its business. Failure
     to raise adequate capital and generate adequate sales revenues could result
     in the Company having to curtail or cease operations. Additionally, even if
     the Company does raise sufficient capital to support its operating expenses
     and generate adequate revenues, there can be no assurances that the revenue
     will  be  sufficient  to  enable it to develop business to a level where it
     will  generate  profits and cash flows from operations. These matters raise
     substantial  doubt  about  the  Company's  ability  to  continue as a going
     concern.  However, the accompanying financial statements have been prepared
     on  a going concern basis, which contemplates the realization of assets and
     satisfaction  of  liabilities  in  the  normal  course  of  business. These
     financial  statements  do  not  include  any  adjustments  relating  to the
     recovery  of  the  recorded assets or the classification of the liabilities
     that might be necessary should the Company be unable to continue as a going
     concern.

     Cash  Equivalents
     -----------------

     For  purposes  of  reporting  cash  flows,  cash  equivalents  include
     investment  instruments  purchased with a maturity of three months or less.

                                     F-6
<PAGE>

                 NATIONAL PARKING SYSTEMS, INC. AND SUBSIDIARIES
                (Formerly Cascade Mountain Mining Company, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2004


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Use  of  Estimates
     ------------------

     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
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and reported amounts of revenues and expenses during
     the  reporting  period.  Actual  results could differ from those estimates.

     Property  and  Equipment  and  Depreciation
     -------------------------------------------

     Property  and  equipment  is  stated  at  cost and is depreciated using the
     straight  line  method  over  the  estimated useful lives of the respective
     assets.  Routine maintenance, repairs and replacement costs are expensed as
     incurred  and  improvements  that  extend the useful life of the assets are
     capitalized.  When property and equipment is sold or otherwise disposed of,
     the  cost  and  related  accumulated  depreciation  are eliminated from the
     accounts  and  any  resulting  gain  or  loss  is recognized in operations.

     Net  Loss  Per  Common  Share
     -------------------------

     The  Company  computes  per  share  amounts in accordance with Statement of
     Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share". SFAS
     No.  128  requires  presentation  of  basic  and  diluted EPS. Basic EPS is
     computed  by dividing the income (loss) available to Common Stockholders by
     the  weighted-average  number  of common shares outstanding for the period.
     Diluted  EPS  is  based  on the weighted-average number of shares of Common
     Stock  and  Common  Stock  equivalents  outstanding  during  the  periods.

     Revenue  Recognition  Policy
     ----------------------------

     Revenue  is  recognized  for  the  valet  and  parking  establishments when
     the  service  is  performed. Cash is collected immediately and deposited in
     the  bank  the  next  day with proper reconciliation and accountability. In
     connection  with  the  booting  services,  revenue  is  recognized when the
     service  is  performed.

     Consolidated  Financial  Statements
     ---------------------------------

     The  consolidated  financial  statements  include  the  Company  and  its
     wholly  owned  subsidiaries.  All significant intercompany transactions and
     balances  have  been  eliminated  in  consolidation.

     Stock-Based  Compensation
     ------------------------

     SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation"  prescribes
     accounting  and reporting standards for all stock-based compensation plans,
     including employee stock options, restricted stock, employee stock purchase
     plans  and  stock  appreciation  rights.  SFAS  No.  123  requires employee
     compensation  expense to be recorded (1) using the fair value method or (2)
     using  the  intrinsic  value  method as prescribed by accounting Principles
     Board  Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB25")
     and  related  interpretations  with pro forma disclosure of what net income
     and  earnings  per  share  would  have been if the Company adopted the fair
     value  method.  The  Company

                                     F-7
<PAGE>

                 NATIONAL PARKING SYSTEMS, INC. AND SUBSIDIARIES
                (Formerly Cascade Mountain Mining Company, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2004


NOTE  A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Stock-Based  Compensation  (Continued)
     ------------------------------------

     accounts  for  employee  stock  based  compensation  in accordance with the
     provisions  of  APB  25. For non-employee options and warrants, the company
     uses  the  fair  value  method  as  prescribed  in  SFAS  123.

     Business  Combinations  and  Goodwill
     ----------------------------------

     In  July  2001,  the  Financial  Accounting Standards Board ("FASB") issued
     SFAS  No.  141, "Business Combinations". SFAS No. 141 requires the purchase
     method  of  accounting  for  business combinations initiated after June 30,
     2001  and  eliminates  the  pooling-of-interests  method.

     In  July  2001,  the  FASB  issued  SFAS  NO.  142,  "Goodwill  and  Other
     Intangible  Assets",  which  the  Company adopted during 2004. SFAS No. 142
     requires,  among other things, the discontinuance of goodwill amortization.
     In  addition,  the standard includes provisions for the reclassification of
     certain  existing  recognized  intangibles as goodwill, reassessment of the
     useful  lives  of  existing  recognized  intangibles,  reclassification  of
     certain  intangibles  out  of  previously  reported  goodwill  and  the
     identification  of  reporting  units  for  purposes  of assessing potential
     future  impairment  of  goodwill.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment  or  Disposal  of  Long-Lived  Assets". SFAS No. 144 changes the
     accounting  for  long-lived  assets  to be held and used by eliminating the
     requirement  to  allocate  goodwill  to  long-lived assets to be tested for
     impairment,  by  providing  a  probability  weighted  cash  flow estimation
     approach  to deal with situations in which alternative courses of action to
     recover  the  carrying  amount  of  possible  future  cash  flows  and  by
     establishing a primary-asset approach to determine the cash flow estimation
     period  for  a  group of assets and liabilities that represents the unit of
     accounting  for long-lived assets to be held and used. SFAS No. 144 changes
     the  accounting  for long-lived assets to be disposed of other than by sale
     by  requiring  that  the  depreciable  life  of  a  long-lived  asset to be
     abandoned  be  revised  to reflect a shortened useful life and by requiring
     the  impairment  loss  to  be  recognized at the date a long-lived asset is
     exchanged  for  a  similar  productive  asset or distributed to owners in a
     spin-off  if  the carrying amount of the asset exceeds its fair value. SFAS
     No  144  changes  the accounting for long-lived assets to be disposed of by
     sale by requiring that discontinued operations no longer be recognized at a
     net  realizable  value  basis  (but at the lower of carrying amount or fair
     value  less  costs  to  sell),  by  eliminating  the  recognition of future
     operating  losses  of  discontinued  components  before  they occur, and by
     broadening  the  presentation  of  discontinued  operations  in  the income
     statement  to  include  a component of an entity rather than a segment of a
     business. A component of an entity comprises operations and cash flows that
     can  be  clearly  distinguished  operationally, and for financial reporting
     purposes,  from  the  rest  of  the  entity.

NOTE  B  -  EQUIPMENT

             Equipment  at  December  31,  2004  is  as  follows:

                                                                   Average
                                                                Useful  Life
                                                                ------------
                   Automobile                         $15,000          3
                   Booting  equipment                  25,000         10
                                                      -------
                                                       40,000
                   Less:  accumulated  depreciation       650
                                                      -------
                                                      $39,350
                                                      =======

                                     F-8
<PAGE>

                 NATIONAL PARKING SYSTEMS, INC. AND SUBSIDIARIES
                (Formerly Cascade Mountain Mining Company, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2004


NOTE  C  -  COVENANT-NOT-TO-COMPETE

     On  November  4,  2004  and  prior  to  the  reverse  merger,  Mr.  Marc
     Ebersole,  the  Chief  Executive  Officer of National Parking Systems, Inc.
     formed  two  corporations:  (1)  BH  Holding, Inc. (BH) and (2) ABS Holding
     Company,  Inc.  (ABS).  Each  company had 500 common shares outstanding and
     1,000  shares  of  preferred  stock.

     On  November  4,  2004,  BH  acquired  J&K Parking, Inc. d/b/a B&H Parking.
     Ebersole,  who  owned  50%  of B&H Parking, merged his interest in BH for a
     $30,000  promissory  note  for  assets  and  a  three  year covenant not to
     compete. Since the company had no other assets, the value was placed on the
     covenant  not to compete. BH acquired the other 50% from Ebersole's partner
     for  $200,000. Of this amount, $175,000 was loaned under the Senior Secured
     Convertible  Debenture  and  the  Company  issued  an  additional  $25,000
     promissory  note to Ebersole's partner. No value was placed on the customer
     lists,  the only other asset since the contracts were not binding on either
     party  and  were  considered  month  to  month.

     On  November  4,  2004,  ABS  acquired the assets of Blue Sky Parking, Inc.
     for  $200,000. Blue Sky was primarily in the "Booting Business". A value of
     $25,000 was placed on the booting equipment which was deemed to be the fair
     market  value  at  date of acquisition. A payment of $100,000 was made from
     borrowings  under  the  Senior  Secured Convertible Promissory Note and ABS
     issued  a $100,000 promissory note to the former owners. The purchase price
     of  $200,000  contained  a non-compete agreement. Blue Sky had two informal
     booting  contracts  and  one  was cancelled prior to acquisition. The other
     agreement  was  on  a  month  to  month  basis.

     The  share  exchange  agreement  exchanges  all  of  the outstanding common
     and preferred stock of BH and ABS for 32,600,000 shares of National Parking
     Systems',  Inc.  common  stock.  The  share  exchange agreement contained a
     non-compete  agreement.  Additionally,  all outstanding preferred stock was
     exchanged  for  7,750,000  shares of National Parking Systems', Inc. common
     stock  and  a  Junior Convertible Debenture in the amount of $86,750. These
     share  exchange  agreements  contained  not-to  compete agreements with the
     former  owners  of  the  acquired  business.

NOTE  D  -  RELATED  PARTY  TRANSACTIONS

     In  connection  with  the  merger,  the  Company  issued  a $30,000 note to
     the  President and Chief Executive Officer, who was also the majority owner
     of both of the companies acquired, for a non-compete agreement. The note is
     payable  at  the  rate of $900 per month commencing December 1, 2004 with a
     final  balloon  payment  due on November 1, 2005. The note is unsecured and
     bears  interest  at  the  rate of 18% per annum. At December 31, 2003,, the
     balance  due  the  President was $47,504. During the year 2004, this amount
     was reduced by $9,638 and the remaining balance of $37, 866 was contributed
     to  equity.

NOTE  E  -  LONG-TERM  DEBT

     Unsecured note payable to forme  owner, dated November 2, 2004,
       in connection with a 3 year covenan  not to compete agreement in
       the amount of $25,000 payable in twelve monthly payments of
       $2,083 per month.                                                $ 22,917

                                     F-9
<PAGE>

                 NATIONAL PARKING SYSTEMS, INC. AND SUBSIDIARIES
                (Formerly Cascade Mountain Mining Company, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2004


NOTE  E  -  LONG-TERM  DEBT  (CONTINUED)

     Installment loan payable, dated November 2, 2004, for equipment
     assumed
       in  the  merger.  The  loan  is  secured by a vehicle and is
       payable  at  $464  per  month  including  interest  of  6%.        14,536

     Note payable, dated November 2, 2004, in connection with the
     merger to a
       former  shareholder  for  $100,000  for  a  3  year
       non-compete  agreement.  The  note is unsecured non-interest
       bearing,  and  is  payable in 36 months at $2,778 per month.       97,222

     Senior Secured Convertible Debenture dated October 15, 2004,
     maturing
       October  15,  2005  to  include  advances  not  to  exceed
       $1,000,000 with an interest rate of 10% per annum secured by
       all  of  the Company's assets. (See Note H - Commitments and
       Contingencies)                                                    285,000

     Junior Convertible Debentures is the amount of $86,750 due
     January 31, 2010.
       The  Debentures  are  non-interest  bearing  and  is
       convertible  into the Company's common stock. (See also Note
       H  -  Commitments  and  Contingencies)                             86,750
                                                                        --------
                                                                         506,425
     Less:  current  portion                                             346,827
                                                                        --------

     Long-term  portion                                                 $159,598
                                                                        ========

NOTE  F  -  INCOME  TAXES

     The  Company  has  adopted  Financial  Accounting  Statement  SFAS No. 109,
     Accounting  for  Income  Taxes. Under this method, the Company recognizes a
     deferred  tax  liability or asset for temporary differences between the tax
     basis  of  an  asset  or  liability  and the related amount reported on the
     financial  statements.  The  principal  types  of  differences,  which  are
     measured  at  the current tax rates, are net operating loss carry forwards.
     At December 31, 2004 and 2003, these differences resulted in a deferred tax
     asset  of  approximately  $12,566  and  $7,636,  respectively. SFAS No. 109
     requires  the  establishment  of  a  valuation  allowance  to  reflect  the
     likelihood  of realization of deferred tax assets. Since realization is not
     assured,  the  Company  has  recorded  a valuation allowance for the entire
     deferred  tax  asset,  and  the  accompanying  financial  statements do not
     reflect  any  net  asset for deferred taxes at December 31, 2004 and, 2003.

     The  Company's  net  operating  loss  carry  forwards  amounted  to
     approximately $72,324 at December 31, 2004, which will expire through 2019.

NOTE  G  -  STOCKHOLDERS'  DEFICIT

     The  Company's  certificate  of  incorporation  was amended January 4, 2005
     to  change  the  name  of the company from Cascade Mountain Mining Company,
     Inc.  to  National Parking Systems, Inc. Additionally, a 1 to 4,000 reverse
     stock  split  was  effected. The financial statements for the year December
     31,  2004  give  effect  to  these  transactions.

     In  connection  with  the  reverse  merger,  40,350,000  shares  of  the
     Company's  common  stock  were  issued to acquire National Parking Systems,
     Inc.

                                      F-10
<PAGE>

                 NATIONAL PARKING SYSTEMS, INC. AND SUBSIDIARIES
                (Formerly Cascade Mountain Mining Company, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2004


NOTE  H  -  COMMITMENTS  AND  CONTINGENCIES

Senior  Secured  Convertible  Debenture
---------------------------------------

     On  October,  15,  2004,  the  Company  issued a Senior Secured Convertible
     Debenture which allows for the Company to borrow up to $1,000,000. $285,000
     was  outstanding  at  December  31,  2004. The Debenture is due October 15,
     2005,  bears  interest  at  the  rate  of  10% per annum, and has a general
     security lien against all of the Company's assets. The Debenture, including
     accrued  interest,  is  convertible  into the Company's common stock at the
     lesser  of  a) 30% of the average of the three lowest closing prices in the
     twenty  (20)  trading days immediately preceding the conversion date or, b)
     $0.10.  The  Debenture  contains restrictions on the issuance of additional
     shares  of  preferred or common stock, payment of dividends, or issuance of
     additional  debentures  without  the  consent  of  a majority of the Senior
     Convertible  Debenture  holders.

Junior  Convertible  Debenture
------------------------------

     In  connection  with  the  merger,  the  Company  issued  $86,750 in 5 year
     Junior  Convertible  Debentures  dated January 13, 2005. The Debentures are
     due  January  31, 2010. The Debentures bear interest at the rate of 10% per
     annum  and  are  unsecured.  The  holder  of  the Debentures is entitled to
     convert  the  Debentures  plus  accrued  interest  into common stock of the
     Company  at the lesser of a) 30% of the average of the three lowest closing
     prices in the twenty (20) trading days immediately preceding the conversion
     date  or,  b)  $0.10.

Warrant  Agreement
------------------

     In  connection  with  the  merger,  the Company, on January 5, 2005, issued
     a  warrant  to  London  Finance  Group,  LTD,  a California corporation for
     1,000,000  shares  of  the  Company's  common stock at an exercise price of
     $0.10  per  share.  They  vest  immediately and expire January 5, 2009. The
     warrants  have  participating rights should the Company file a registration
     statement  with  the  Securities  and  Exchange  Commission.

Consulting  Agreement
---------------------

     The  Company,  on  January  5,  2005,  entered  into  a  2  year consulting
     agreement  with  London  Finance  Group,  LTD.  ("London"),  a  California
     corporation,  for  services  relating  to  mergers,  acquisitions,  and the
     establishment  of  investment banking relationships. Under the terms of the
     consulting  arrangement, the Company is to a) pay a non-refundable retainer
     of  $5,000  per  month,  b)  issue 3,000,000 shares of the Company's common
     stock  to  be registered as promptly as possible but no later than the date
     the  Company files its first registration statement, c) pay a fee of 10% of
     the  consideration  paid  for any acquisition or sale by the Company and d)
     reimburse  London for reasonable travel expenses. Additionally, the Company
     will  issue  to  London a warrant to purchase up to 1,000,000 shares of the
     Company's  common stock at an exercise price of $0.10 per share. The common
     stock  issuable  upon exercise will be registered at the Company's expense.
     The  warrants  vest  immediately.

Employment  Agreement
---------------------

     The  Company,  on  December  1,  2005,  entered  into  a  3 year employment
     agreement  with  the  President  and Chief Executive Officer. The agreement
     allows  for  an  annual salary of $120,000 plus health benefits and an auto
     allowance.

                                      F-11
<PAGE>

                 NATIONAL PARKING SYSTEMS, INC. AND SUBSIDIARIES
                (Formerly Cascade Mountain Mining Company, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2004


Lease  Agreement
----------------

     On  February  13,  2004,  the  Company  entered  into  a  5  year  lease
     agreement  for  its  corporate headquarters. Minimum annual rental payments
     for  the  next  five  years  are  as  follows:

                            2005     $16,200
                            2006      16,200
                            2007      16,200
                            2008      16,200
                            2009       2,700

                                      F-12
<PAGE>

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

     Effective  February  3,  2005,  the client auditor relationship between the
Company  and  Ham, Langston & Brezina, LLP, Certified Public Accountants ("Ham")
ceased  as  the former accountant was dismissed. Effective February 3, 2005, the
Company  engaged  Meyler & Company, LLC, Certified Public Accountants ("Meyler")
as  its  principal  independent  public  accountant  for  the  fiscal year ended
December  31,  2004.  The  decision  to  change  accountants was recommended and
approved  by  the Company's Board of Directors on February 3, 2005. Ham's report
on  the  financial statements of the Company for the fiscal years ended December
31,  2002  and  December  31,  2003, and any later interim period, including the
interim  period  up  to and including the date the relationship with Ham ceased,
did  not  contain  any  adverse  opinion  or  disclaimer  of opinion and was not
qualified  or  modified  as to uncertainty, audit scope or accounting principles
except  for concerns about the Company's ability to continue as a going concern.

     In  connection  with the audit of the Company's fiscal years ended December
1,  2002  and  December  31,  2003,  and any later interim period, including the
interim  period  up  to and including the date the relationship with Ham ceased,
there  were  no  disagreements  between  Ham  and  the  Company  on  a matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure, which disagreement, if not resolved to the satisfaction of
Ham  would  have  caused  Ham  to  make  reference  to the subject matter of the
disagreement  in  connection  with  its  report  on  the  Company's  financial
statements.

     There  were  no  reportable  events  as  provided  in Item 304(a)(iv)(B) of
Regulation  S-B  during  the  Company's fiscal years ended December 31, 2002 and
December 31, 2003, and any later interim period, including the interim period up
to  and  including  the  date  the  relationship  with  Ham  ceased.

     The  Company  authorized  Ham  to respond fully to any inquiries of any new
auditors  hired  by  the  Company  relating to their engagement as the Company's
independent accountant. The Company requested that Ham review the disclosure and
Ham  was  given an opportunity to furnish the Company with a letter addressed to
the  Commission  containing  any new information, clarification of the Company's
expression  of  its  views,  or  the respect in which it does not agree with the
statements  made  by  the Company. Such letter was attached as an Exhibit to the
Company's  Form  8-K  filed  with  the  Commission  on February 16, 2005, and is
incorporated  herein  by  reference.

     The  Company  has not previously consulted with Meyler regarding either (i)
the application of accounting principles to a specific completed or contemplated
transaction;  (ii)  the  type  of  audit  opinion  that might be rendered on the
Company's financial statements; or (iii) a reportable event (as provided in Item
304(a)(iv)(B)  of  Regulation  S-B)  during  the  Company's  fiscal  years ended
December 31, 2002 and December 31, 2003, and any later interim period, including
the  interim  period  up  to  and  including  the date the relationship with Ham
ceased.

                                       19
<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES


(a)       Evaluation  of disclosure controls and procedures. Our Chief Executive
Officer  and  Principal Financial Officer, after evaluating the effectiveness of
our  "disclosure controls and procedures" (as defined in the Securities Exchange
Act  of  1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period  up  to
and  including  the  end  of  the  period  covered by this Annual Report on Form
10-KSB/A (the "Evaluation Date"), has concluded that as of the Evaluation  Date,
our disclosure controls and  procedures  are  effective  to  provide  reasonable
assurance that information we are required to disclose in reports that  we  file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in  the  Securities  and  Exchange  Commission
rules  and  forms, and that such information  is  accumulated  and  communicated
to our management, including our  Chief  Executive  Officer  and Chief Financial
Officer,  as   appropriate,   to   allow  timely  decisions  regarding  required
disclosure.

(b)       Changes  in  internal  control over financial reporting. There were no
significant  changes in our internal control over financial reporting during the
last  fiscal  year  and/or  up  to and including the date of this filing that we
believe  materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.




ITEM 8B.  OTHER INFORMATION

     None.

                                    PART III

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

DIRECTORS AND OFFICERS

The  Directors  and  Officers  of  the  Company  are  as  follows:

      NAME                    AGE               POSITION
     -----                    ---               --------

Marc Ebersole                 47             Chief Executive
                                             Officer, President,
                                             Treasurer, Secretary
                                             and Director

MARC EBERSOLE

     Marc  Ebersole  has  served  as  the  Company's Chief Executive Officer and
Director  since  September  1, 2004. He has served as Chief Executive Officer of
the Company's wholly owned subsidiaries ABS Holding Company, Inc. ("ABS") and BH
Holding  Company,  Inc. ("BH"), since their inception on November 4, 2004. Since
June  1988,  he  has  served  as  Chief  Executive  Officer of BH's wholly owned
subsidiary  J & K Parking d/b/a B&H Parking ("J&K"). From May 1984 to June 1988,
he  served  as General Manager of J&K Parking and from October 1980 to May 1984,
Mr.  Ebersole  was  employed  as  a  valet  with  J&K  Parking.

     All Directors of the Company will hold office until the next annual meeting
of the shareholders, and until their successors have been elected and qualified.
Officers of the Company are elected by the Board of Directors and hold office at
the  pleasure  of  the  Board.

                                       20
<PAGE>

CHANGES IN THE COMPANY'S OFFICERS AND DIRECTORS

     On  January  14,  2005,  Ari  Kaplan resigned as a Director of the Company,
leaving  Marc  Ebersole  as  the  sole  office  and  Director  of  the  Company.

EMPLOYMENT  AGREEMENT

     On  November  4, 2004, Marc Ebersole, the Company's Chief Executive officer
entered  into an Employment Agreement with the Company ("Employment Agreement").
Mr.  Ebersole's duties under the Employment Agreement include responsibility for
the  day  to  day operations of the Company and other duties associated with his
position  as  the  Company's Chief Executive Officer. The term of the Employment
Agreement  is  for  a  period of five (5) years terminating on October 31, 2009.
Under  the  Employment  Agreement,  Mr.  Ebersole is entitled to One Hundred and
Twenty Thousand dollars ($120,000.00) a year (his "Basic Compensation"), as well
as an automobile allowance of $950.00 a month, until such time as Mr. Ebersole's
vehicle  is  paid  in  full.  Additionally,  Mr. Ebersole is eligible for annual
bonuses under the Employment Agreement, not to exceed Fifty percent (50%) of his
Basic  Compensation.  The  Company also agreed to reimburse Mr. Ebersole for all
necessary  and  usual  expenses  incurred  by  him  on  behalf  of  the Company.

     Under  the  Employment Agreement, Mr. Ebersole is entitled to paid vacation
days pursuant to the Company's vacation policies, which shall not exceed fifteen
(15)  days  per  year.  Unused  vacation  days  shall  expire at the end of each
calendar  year. Additionally, under the Employment Agreement, the Company agrees
to  indemnify  Mr. Ebersole for all claims and causes of action asserted against
him  relating  to  his  position  as  an  officer  and  Director of the Company,
including  reimbursement  for  all  of  the  fees  and  expenses  of his counsel
associated  with  such  claims  and  causes  of  actions.

     In  connection  with  the  Employment Agreement and BH's acquisition of J&K
from Mr. Ebersole and Mr. Pringle, Mr. Ebersole signed a covenant not to compete
("Covenant").  Under  the  Covenant,  Mr.  Ebersole  agreed not to engage in, be
employed  in, or have any interest in any occupation or business similar to that
of  BH  or  ABS, within the Southeast United States, including Georgia, Alabama,
Louisiana,  Tennessee,  Florida, South Carolina, North Carolina and any location
where  BH  and/or  ABS  conduces  valet  parking, parking management and vehicle
immobilization,  for  three  (3)  years from the date of the termination of this
employment  with  the  Company.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who own more than 10% of
a  class  of  the  Company's  equity  securities  which are registered under the
Exchange Act to file with the Securities and Exchange Commission initial reports
of  ownership and reports of changes of ownership of such registered securities.
Such  executive  officers,  directors and greater than 10% beneficial owners are
required  by  Commission  regulation  to  furnish the Company with copies of all
Section  16(a)  forms  filed  by  such  reporting  persons.

     To  the Company's knowledge, based solely on a review of the copies of such
reports  furnished  to  the Company and on representations that no other reports
were  required,  no  person required to file such a report failed to file during
fiscal 2004. Based on stockholder filings with the SEC, Marc Ebersole is subject
to  Section  16(a)  filing  requirements.

                                       21
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
                                                        SUMMARY COMPENSATION TABLE
                                                           ANNUAL COMPENSATION

                                                                     Other
                                                                     Annual                                 LTIP    All Other
Name & Principal                                           Bonus     Compen-     Restricted      Options   Payouts   Compen-
   Position                       Year      Salary ($)      ($)      sation     Stock Awards      SARs      ($)      sation
<S>                                <C>         <C>          <C>        <C>          <C>            <C>       <C>      <C>
Marc Ebersole (1)(2)              2005   $  125,000
CEO, President,                   2004   $    -0-
Secretary, Treasurer,
and Director

Ari Kaplan(2)                     2004   $    -0-
Former CEO and Director

Wayne Daley(3)
Former CEO, Former President      2004   $   56,000
and Former Director               2003   $   60,000
                                  2002   $    5,000
<FN>

*     Does  not  include perquisites and other personal benefits in amounts less
than  10%  of  the  total  annual  salary  and  other  compensation.

(1)  Mr.  Ebersole is estimated to be paid approximately $125,000 by the Company
for  the  year  ended  December  31, 2005. From January 1, 2005 to April 1, 2005,
he has been paid approximately $28,461.

(2)  Mr.  Ebersole  was  appointed  Chief  Executive  Officer  of the Company on
September  1,  2004.  On  the  same  day, Ari Kaplan resigned as Chief Executive
Officer  of the Company. Mr. Kaplan subsequently resigned from his position as a
Director  of  the  Company  on  January  14,  2005.

(3)  Wayne Daley resigned as Chief Executive Officer and Director of the Company
on  August  1,  2004. On the same date, Mr. Kaplan was appointed Chief Executive
Officer  and  Director  of  the  Company. Mr. Daley was paid $5,000 per month as
salary  and $2,000 per month as reimbursement for business expenses, under a two
year  employment  contract  he  signed  with  the  Company  in  July  2003.
</TABLE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

     The  following  table  sets  forth  information  as  of April 1, 2005, with
respect to the beneficial ownership of the common stock by (i) each director and
officer  of  the  Company,  (ii) all directors and officers as a group and (iii)
each  person  known  by the Company to own beneficially 5% or more of the common
stock:

         Name             No. of shares       Percentage(1)
     ----------         -----------------     -------------
     Marc Ebersole             30,500,000             75.4%

     All the officers          30,500,000             75.4%
       and Directors
    as a group (1 person)

                                       22
<PAGE>

(1)  Using  40,425,011  shares issued and outstanding as of April 1, 2005, which
does  not include 3,000,000 shares of common stock which we have agreed to issue
to  London  Finance  Group,  Ltd. in connection with a Consulting Agreement (see
"Consulting  Agreement,"  above,  under  Item  1,  "Description  of  Business").

CHANGES IN CONTROL

     The Company does not anticipate any changes in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On  November 4, 2004, the Company entered into an Employment Agreement with
the  Company's  Chief  Executive  Officer,  Marc  Ebersole. Under the Employment
Agreement, Mr. Ebersole is to serve as the Company's Chief Executive Officer and
perform  the  day  to day operations of the Company. The Employment Agreement is
for  a term of Five (5) years, ending on October 31, 2009. Mr. Ebersole is to be
paid  One  Hundred  and  Twenty  Thousand  dollars($120,000.00)  a  year ("Basic
Compensation"),  and is eligible for an annual bonus not to exceed Fifty percent
(50%)  of  his  Basic  Compensation.  Mr.  Ebersole's  Employment  Agreement  is
described  in  further  detail  under  "Item  9.  Directors,  Executive Officer,
Promoters  and  Control  Persons  Compliance  with Section 16(a) of the Exchange
Act,"  above.

     On  January  24,  2005,  the  Company  issued the Company's Chief Executive
Officer,  Marc  Ebersole,  32,600,000  restricted shares of the Company's Common
Stock in connection with an Exchange Agreement entered into between Mr. Ebersole
and the Company. Subsequent to this issuance, Mr. Ebersole transferred 1,100,000
restricted  shares  to  two  individuals, and 1,000,000 restricted shares to his
niece,  Christine  Ebersole, who is also an employee of the Company, leaving him
the current beneficial owner of 30,500,000 shares of the Company's Common Stock.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

  (a) EXHIBITS

Exhibit No.     Description of Exhibit
- ----------      ----------------------

10.1(1)         Stock Exchange Agreement
10.2(1)         Junior Convertible Debenture - The Morpheus Trust
10.3(1)         Junior Convertible Debenture - The Gateway Real Estate
                  Investment Trust
10.4(1)         Junior Convertible Debenture - Picasso, LLC
10.5(1)         Junior Convertible Debenture - Burton Partners, LLC
10.6(1)         Junior Convertible Debenture - Livingston Investments, Ltd.
10.7(1)         Senior Secured Debenture with Hyde Investments, Ltd.
10.8(1)         Security Agreement
10.9(1)         Marc Ebersole's Employment Agreement
10.10(1)        Marc Ebersole's Covenant Not To Compete
10.11(1)        Consulting Agreement
10.12(1)        Warrant Agreement
10.13(3)        Addendum to Stock Exchange Agreement
10.14(3)        General Release and Settlement Agreement
16.1(2)         Letter  from  Ham,  Langston  &  Brezina,  LLP,  Certified
                  Public Accountants
21.1(3)         Subsidiaries of the Company

                                       23
<PAGE>

31.1*           Certificate of the Chief Executive Officer and Chief
                 Financial Officer pursuant to Section 302 of the
                 Sarbanes-Oxley Act of 2002

32.1*           Certificate of the Chief Executive Officer of Chief
                 Financial Officer pursuant to Section 906 of the Sarbanes-
                 Oxley Act of 2002

(1) Filed as Exhibits to the Company's Form 8-K filed on January 28, 2005, and
incorporated herein by reference.

(2) Filed as Exhibit 16.1 to the Company's Form 8-K filed on February 16, 2005,
and incorporated herein by reference.


(3) Filed as Exhibits to the Company's Report on Form 10-KSB  filed  on  May 3,
2005, and incorporated herein by reference.


*   Filed herein.

     (b) REPORTS ON FORM 8-K

     The  Company  filed  no  reports on Form 8-K during the last quarter of the
fiscal  period  covered  by  this  report.

     THE  COMPANY  FILED THE FOLLOWING REPORTS ON FORM 8-K SUBSEQUENT TO THE END
OF  THE  FISCAL  QUARTER  COVERED  BY  THIS  REPORT:

o    The  Company  filed  a report on Form 8-K on January 7, 2005 to report that
     the  Company filed a Certificate of Amendment ("Amendment") to its Articles
     of  Incorporation  with  the  Secretary  of  State  of Nevada, which became
     effective  January  7,  2005,  to affect a name change to "National Parking
     Systems,  Inc.,"  re-authorize  shares,  affect  a reverse stock split, and
     reauthorize  the  par  value  of  its  common  stock.

o    The  Company  filed a report on Form 8-K/A on January 10, 2005 to amend its
     8-K  filed  on  January 7, 2005, to include the fact in connection with the
     Company's  name  change,  the  Company's new trading symbol will be "NKPG."

o    The  Company  filed a report on Form 8-K on January 28, 2005 to report that
     on  January  13,  2005,  the  Company  acquired  100%  of  the  issued  and
     outstanding  shares  of  ABS  Holding  Company,  Inc., a Nevada corporation
     ("ABS")  and  BH  Holding  Company,  Inc.,  a  Nevada corporation ("BH") in
     exchange  for  40,350,000 restricted shares (the "Shares") of the Company's
     common  stock,  an  aggregate  of  $86,750 in Junior Convertible Debentures
     ("Junior  Debentures"),  and  the  assumption of $335,000 of ABS's and BH's
     obligations  under  Senior  Secured  Convertible  Debenture  (the  "Senior
     Debenture"),  in  connection  with  a  Stock  Exchange  Agreement.

o    The  Company filed a report on Form 8-K on February 16, 2005 to report that
     effective  February  3,  2005,  the client auditor relationship between the
     Company  and  Ham,  Langston  &  Brezina, LLP, Certified Public Accountants
     ("Ham")  ceased  as the former accountant was dismissed, and that effective
     February  3,  2005,  the  Company  engaged Meyler & Company, LLC, Certified
     Public  Accountants  ("Meyler")  as  its  principal  independent  public
     accountant  for  the  fiscal  year  ended  December  31,  2004.

                                       24
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT  FEES

     The  aggregate fees billed for the fiscal years ended December 31, 2003 for
professional services rendered by the Company's former principal accountants, by
Ham,  Langston  &  Brezina,  LLP,  ("Ham") for the audit of the Company's annual
financial  statements  were  $12,000.

     The  aggregate fees billed for the fiscal years ended December 31, 2004 for
professional services rendered by the Company's former principal accountants, by
Meyler & Company, LLC ("Meyler") for the audit of the Company's annual financial
statements  were  $15,000.

     The  aggregate  fees billed for each of the fiscal years ended December 31,
2004  and  2003  for  professional  services  rendered  by  the Company's former
principal  accountant,  Ham,  for review of the financial statements included in
the  registrant's  Form 10-QSB or for services that are normally provided by the
accountant  in  connection  with statutory and regulatory filings or engagements
for  those  fiscal  years  was  $9,000  and  $8,000,  respectively.

     The  Company's  current principal accountant, Meyler, did not review any of
the  Company's  financial  statements  included  in  the Company's Form 10- QSB.

AUDIT  RELATED  FEES

None.

TAX  FEES

None.

ALL  OTHER  FEES

     The  aggregate  fees billed for each of the fiscal years ended December 31,
2004  and  2003  for  products and services provided by Ham, Langston & Brezina,
LLP, the Company's former principal accountant, other than the services reported
above  was  $0  and  $  2,350,  respectively.  The  Company's  current principal
accountant  Meyler  &  Company, LLC billed -$0- other than the services reported
above.

                                       25
<PAGE>

                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934,  the  Registrant  caused  this  report  to  be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                         NATIONAL PARKING SYSTEMS, INC.


DATED:  April 24, 2006                        By: /s/ Marc Ebersole
                                                 ------------------------
                                                 Marc Ebersole
                                                 Chief Executive Officer

     In  accordance  with  the  Securities Exchange Act of 1934, this report has
been  signed  below  by the following persons on behalf of the Registrant and in
the  capacities  and  on  the  dates  indicated.

NAME                       TITLE                           DATE

/s/ Marc Ebersole          Chief Executive Officer,      April 24, 2006
-----------------------    Chief Financial Officer,
Marc Ebersole              and Director


/s/ Christine Ebersole     Director                      April 24, 2006
----------------------
Christine Ebersole

                                       26
<PAGE>