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

                                   FORM 10K-SB

         [x]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2000, or

         [ ]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _____ to _____.

                               OMNI PARKPASS, INC.
               (Name of the Small Business Issuer in its charter)

       Nevada                     333-80429                 75-2823489
(State of incorporation)  (Commission File Number) (Employer Identification No.)

               709-B West Rusk, Suite 580, Rockwall, Texas         75087
                    (Address of principal offices)               (Zip Code)

Issuer's  telephone number:   (214) 212-2307

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the past
12 months and (2) has been  subject to such filing  requirement  for the past 90
days.

                               X    YES                        NO
                           ---------                 ---------

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 2000:
                                     $3,941,453

Shares of common stock outstanding at December 31, 2000:  24,257,244



<PAGE>



PART I

Item 1.     Description of Business

General

         The  Company  started  the  year  2000 as Asset  Servicing  Corporation
("ASC")  and was in the  business  of  originating,  underwriting,  documenting,
closing,  funding,  and servicing leases for  manufacturing  and  transportation
equipment for businesses.  We solicited many kinds of businesses and made leases
with above average returns.  We had filed a registration  statement on Form SB-1
with the U.S. Securities and Exchange Commission to raise funds to provide these
leases.

          On July 10,  2000,  the Company  merged with Par  Pass.com,  Inc.  And
changed its name to Omni  ParkPass,  Inc.  ("OPPI") which was in the business of
designing, developing and integrating software systems in the live entertainment
and  amusement  park  industries.   However,   due  to  technical  software  and
installation  issues,  in March 2001, the Company  abandoned its efforts in this
market and is going to concentrate on building its asset base. Much of the stock
issued in the July 2000 merger described in the prior paragraph was returned and
cancelled by the Company in April 2001.

         The Company has determined that its best course of action is to use its
minimal  assets  which  include an  outstanding  lease,  it cash  resources  and
leverage those to acquire some income  producing assets in conjunction with , if
necessary,  issuance  of some of its  common  stock.  The  Company  has had some
preliminary  discussions  with a few companies that have ongoing  operations but
has had no definitive agreement in this regard.

         The Company  has no paid  employees  at present  and the officer  serve
without remuneration.

Item 2.     Description of Property.

         The Company  presently  maintains its  executive  offices at 709-B West
Rusk,  Suite 580,  Rockwall,  Texas.  Mr.  Smith allows the Company to use space
temporarily without charge. The Company plans to lease its own office space once
it completes an acquisition.

Item 3.     Legal Proceedings.

         At the time of this  filing,  the  company  is  involved  in one  legal
proceedings as plaintiff.

On August 18, 2000,  the Company  ordered  15,000  bracelets  from BDI for sale.
Under the purchase  order,  the  bracelets  were due to arrive by September  30,
2000. BDI did not deliver the bracelets on time, and thus the Company was unable
to market or sell the bracelets at a scheduled

                                      - 1 -

<PAGE>



event.  During the same time,  however BDI had  delivered  certain  products for
which the  Company  has  accrued  $16,320.  The  Company  has refused to pay the
outstanding  invoices on the grounds  that their  claims for lost profits are in
excess of the  amounts due to BDI. In  December  2000,  the Company  initiated a
lawsuit  against BDI  seeking to recover the lost  profits as well as a judicial
declaration  that it is relieved of any further  liability  to BDI.  Through the
audit date, BDI has not filed an answer in the lawsuit.

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

         The Company  submitted  one matter to the vote of its  shareholders  on
July 21,  2000,  to approve the merger  with Park  Pass.com,  Inc.  which in the
business of designing,  developing and integrating  software systems in the live
entertainment and amusement park industries.  Under this merger  agreement,  the
Company performed an 8 for 1 forward stock split and issued 19,495,000 shares.









                                      - 2 -
<PAGE>



PART II

Item 5.     Market for Common Equity and Related Stockholders Matters.

         The Company is organized under the laws of Nevada, and its common stock
has been traded on the OTC Bulletin Board under the symbol of OMNP. No dividends
on the  Company's  common stock have been  declared or paid since the  Company's
inception and none are anticipated in the near future,  since retained  earnings
in the foreseeable future are expected to be reinvested by the Company.

         The Company had approximately 120 shareholders as of December 31, 2000

The following chart reflects the trading range during each quarter:

          Calendar Quarter Ending           High              Low
          -----------------------           -----             ----
          March 31, 1999                     n/a               n/a
          June 30, 1999                      n/a               n/a
          September 30, 1999                 n/a               n/a
          December 31, 1999                  n/a               n/a
          March 31, 2000                     n/a               n/a
          June 30, 2000                      6.00              6.00
          September 30, 2000                 2.85              1.38
          December 31, 2000                  1.38              0.38

Since  January  of 2000  the  Company  has  engaged  in the  following  sales of
unregistered securities.

a). On July 11, 2000, the Company issued 1,250,000  shares to Automated  Busines
Comapies,  Inc.("ABC").  The Company paid the $1,500,000 to ABC for the original
license fee and software  license that was effective  March 1, 2000 with 750,000
shares of stock.  In addition,  OPPI effective July 11, 2000 paid the additional
$1,000,000 with 500,000 shares of OPPI stock for the extended  worldwide  rights
and extend the license to encompass  the entire "live  entertainment  facilities
business  field of use".  As a result the  $1,500,000  for the original  license
agreement  and  software   license  that  were  effective  March  1,  2000  were
capitalized  as of the effective  date along with the resulting  liability.  The
additional options for $1,000,000 for the world wide rights and the extension of
the license  agreement to encompass  all of the "live  entertainment  facilities
business field of use" was effective July 11, 2000 and thus were  capitalized by
OPPI on that date.

b).  On  September,  the  Company  issued  25,000  shares  in  consideration  of
$25,000.00 cash.

c). On October 17, 2000 the Company issued the following stock:

     1.   10,000  shares to Executive  Interview,  Inc. for the  preparation  of
          corporate information.
     2.   81,244 to two companies for providing  financing  arrangements for the
          Company.

d). On October 18, 2000,  the Company issued 500,000 shares as an inducement for
someone to join the Company.



                                      - 3 -
<PAGE>



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

         The  Company  started  the  year  2000 as Asset  Servicing  Corporation
("ASC")  and was in the  business  of  originating,  underwriting,  documenting,
closing,  funding,  and servicing leases for  manufacturing  and  transportation
equipment  for  businesses.  The Company  started  making  leases after filing a
registration  statement  on Form  SB-1  with the U.S.  Securities  and  Exchange
Commission to raise funds to provide these leases.

         On July 10,  2000 the  Company  entered  into a plan and  agreement  of
merger  with  Park  Pass.com,  Inc.  ("Parkpass")  a Texas  corporation.  At the
effective time of the Merger,  the separate existence of Parkpass ceased and was
merged into the surviving  corporation  ASC, which changed its name in July 2000
to Omni ParkPass.com,  Inc. and in November 2000 to Omni ParkPass,  Inc. (OPPI).
None of the ASC shares of common  stock (of which  2,896,000  were  outstanding)
were converted as a result of the merger, but all of such shares remained issued
shares of common stock of OPPI.  Each of the common stock shares of the Parkpass
issued and  outstanding  was converted into and became one share of common stock
of OPPI. The directors of Parkpass became the directors of OPPI. Due to the fact
that Parkpass  shareholders were the majority shareholders of OPPI, the purchase
was accounted using the purchase method of accounting as a reverse merger.  As a
result the  financial  statements  of OPPI  reflect the  operations  of Parkpass
through the date of the reverse merger, not ASC. Comparative  financials are not
presented since Parkpass was incorporated in December 15, 1999, and had no prior
year  operations,  and ASC prior year  amounts are not  comparative  to the OPPI
activities in 2000.

         OPPI was in the  business  of  designing,  developing  and  integrating
software  systems  in the live  entertainment  and  amusement  park  industries.
However,  due to technical software and installation  issues, in March 2001, the
Company  abandoned  its  efforts in this market and is going to  concentrate  on
building  its  asset  base.  Much of the stock  issued  in the July 2000  merger
described in the prior  paragraph  was returned and  cancelled by the Company in
April 2001.

         Since  March  2001,  the  time at  which  it was  determined  that  the
technical and other  difficulties were too significant to overcome,  the Company
has been  reorganizing  and focusing its efforts on acquiring  income  producing
assets.  As of  the  date  of  this  filing,  no  discussions  have  led  to any
agreements.

Item 7.      Financial Statements.

         The financial  statements  dated December 31, 2000 are  incorporated by
reference and attached as an exhibit to this document.

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

         The  Company  has  not  had  any  disagreements  with  its  accountants
regarding accounting and financial disclosure.


                                      - 4 -
<PAGE>



PART  III

Item 9.     Directors and Executive Officers, Promoters and Control Persons.

         The following table lists the names and ages of the executive officers,
directors and key  consultants  of the Company.  The directors  will continue to
serve until the next annual  shareholders  meeting,  scheduled for May, 2001, or
until their  successors  are elected and  qualified.  All officers  serve at the
discretion of the Board of Directors.

         Name                       Age      Position              Held Since

         Charles Smith              43       President and         March 2001
         709-B West Rusk, #580               Director
         Rockwall, Texas 75087

Mr. Smith graduated from Boston  University,  Boston,  Massachusetts in 1979 and
since that time has been a Certified Public Accountant involved in all phases of
business including the audit of companies and tax matters. He is a consultant to
various companies ranging from an art distribution  company to a junior resource
company which is developing a gold property in Sinaloa State, Mexico.
Mr. Smith's business affiliations during the last five years follow:
Chairman - Dynacap Group,  Ltd. - a consulting and management firm - 1992 to the
present.
Sole proprietor as a Certified Public Accountant - 1983 to the present.
Sole officer and Director - MC Cambridge,  Inc. - a financial  consulting firm -
1997 to present.
Sole officer and Director - Omni ParkPass, Inc. - 1998 to July 2000.

         To the  knowledge  of the  Company,  no  present  or  former  director,
executive  officer or person  nominated to become a director or executive of the
Company has ever:

         1) Filed a bankruptcy petition by or against any business of which such
person was a general  partner  or  executive  officer  wither at the time of the
bankruptcy or with two years prior to that time;

         2) Had any  conviction  in a criminal  proceeding or being subject to a
pending  criminal  proceeding  (excluding  traffic  violations  and other  minor
offenses);

         3) Been subject  to any order,  judgment,  or decree,  not subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily enjoining,  barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; and

         4) Been found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity  Futures  Trading  Commission to have violated a
federal or state  securities or  commodities  law, and the judgment has not been
reversed suspended or vacated.


                                      - 5 -
<PAGE>



Item 10.    Executive Compensation

         The Company  currently  is not now paying,  and has not during the past
three years, paid any compensation to officers, directors or executives. It does
not have any pension, profit-sharing,  stock bonus, or other benefit plans. Such
plans may be adopted in the future at the discretion of the Board of Directors.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the amount and nature of beneficial  ownership of
each of the  executive  officers  and  directors  of the Company and each person
known to be a  beneficial  owner of more than five  percent  of the  issued  and
outstanding  shares of the Company as of December 31, 2000. The table sets forth
the information  based on 24,257,244  common shares issued and outstanding as of
December 31, 2000.

                                                     Amount and
                          Name of                    Nature of          Percent
                          Beneficial                 Beneficial            of
Title of Class            Owner                      Ownership           Class
--------------------------------------------------------------------------------

Common                    Charles Smith                None              0.00%
                          709-B West Rusk #580
                          Rockwall, Texas 75087
--------------------------------------------------------------------------------

Common                    All Directors and
                          Officers as a Group          None              0.00%


Item 12.    Certain Relationships and Related Transactions

         The only transactions  between the Company and any officers,  directors
or holders of more than five percent of any class of  outstanding  securities of
the issuer involve the issuance of common shares for the license agreements with
Automated Business Companies, Inc:

         On July 11,  2000,  the Company  issued  1,250,000  shares to Automated
         Busines Comapies,  Inc.("ABC").  The Company paid the $1,500,000 to ABC
         for the original  license fee and software  license that was  effective
         March 1, 2000 with 750,000 shares of stock. In addition, OPPI effective
         July 11, 2000 paid the  additional  $1,000,000  with 500,000  shares of
         OPPI stock for the extended  worldwide rights and extend the license to
         encompass the entire "live  entertainment  facilities business field of
         use". As a result the $1,500,000 for the original license agreement and
         software  license that were effective March 1, 2000 were capitalized as
         of  the  effective  date  along  with  the  resulting  liability.   The
         additional  options  for  $1,000,000  for the world wide rights and the
         extension  of the  license  agreement  to  encompass  all of the  "live
         entertainment  facilities business field of use" was effective July 11,
         2000 and thus were capitalized by OPPI on that date.



                                      - 6 -

<PAGE>



Part  III

Index to Exhibits:

Financial Statements
--------------------

Balance Sheets dated December 31, 2000 and 1999

Statement of Operations for Years Ended December 31, 2000 and 1999

Statement of Stockholders' Equity and accumulated Deficit for the
Years 2000 and 1999

Statement of Cash Flows for the Years Ended December 31, 2000 and 1999



SIGNATURES

         Pursuant  to the  requirements  of  Section  12(g)  of  the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on April 16, 2001.

                           OMNI PARKPASS, INC.


                     By:  /s/  Charles Smith
                          ----------------------------
                          Mr. Charles Smith, President

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on April 16, 2001.








                                     - 7 -

<PAGE>

                               OMNI PARKPASS, INC.
                              Financial Statements
     For the Period from December 15, 1999 (Inception) to December 31, 2000
                         Independent Accountants' Report
























<PAGE>



                                TABLE OF CONTENTS







INDEPENDENT AUDITOR'S REPORT................................................2

FINANCIAL STATEMENTS:

  Balance Sheet.............................................................3

  Statement of Operations  .................................................4

  Statement of Stockholders' Equity.........................................5

  Statement of Cash Flows...................................................6

  Notes to Financial Statements.............................................7-11





<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



Board of Directors
Omni ParkPass, Inc.
Dallas, Texas

We have audited the  accompanying  balance  sheet of Omni  ParkPass,  Inc. as of
December 31,  2000,  and the related  statements  of  operations,  stockholders'
equity,  and cash flows for the period from  December  15, 1999  (Inception)  to
December 31, 2000.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Omni  ParkPass,  Inc. as of
December 31, 2000,  and the results of its operations and its cash flows for the
period from  December 15, 1999  (Inception)  to December 31, 2000 in  conformity
with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note B to the
financial  statements,  the Company has  incurred a  significant  net loss,  and
future working capital  requirements  are dependent on the Company's  ability to
generate  profitable  operations,  to obtain certain  financing  arrangements or
obtain alternative  funding.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these  matters  are  described  in Note B. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.


/s/  Crowder & Pearson, P.C.
----------------------------
     Crowder & Pearson, P.C.
     April 13, 2001
     Dallas, Texas




                                      - 2 -

<PAGE>

OMNI PARK PASS, INC.
BALANCE SHEET
DECEMBER 31, 2000

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

ASSETS

CURRENT ASSETS
  Cash                                                                  $ 9,236
  Accounts receivable - trade                                             6,454
  Accounts receivable - other                                            32,372
                                                                    ------------
    Total current assets                                                 48,062
                                                                    ------------

TOTAL                                                                  $ 48,062
                                                                    ============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and other accrued liabilities                       $ 67,085
  Accounts payable - related parties                                    328,923
                                                                    ------------
    Total current liabilities                                           396,008

CONTINGENCIES AND COMMITMENTS                                                 -

STOCKHOLDERS' EQUITY
  Common stock $0.001 par value, authorized 50,000,000 shares;
     issued and outstanding, 24,257,244 shares                           24,257
  Additional paid in capital                                          2,905,175
  Accumulated deficit                                                (3,277,378)
                                                                    ------------

               Stockholders' equity                                    (347,946)
                                                                    ------------

TOTAL                                                                  $ 48,062
                                                                    ============





                        See notes to financial statements

                                      - 3 -
<PAGE>

OMNI PARK PASS, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM DECEMBER 15, 1999 (INCEPTION) TO DECEMBER 31, 2000
--------------------------------------------------------------------------------


REVENUE                                                          $ 10,629
COST OF REVENUES                                                    2,134
                                                            -------------

GROSS PROFIT                                                        8,495

OPERATING EXPENSES
  General and administrative                                      108,334
  Professional fees                                               621,188
  Depreciation                                                      4,325
  Loss due to impairment                                        2,522,276
                                                            -------------

    Total operating expenses                                    3,256,123

OTHER EXPENSE                                                     29,750

NET LOSS                                                    $ (3,277,378)
                                                            =============

WEIGHTED AVERAGE SHARES OUTSTANDING                           20,662,061
                                                            =============

LOSS PER SHARE                                                   $ (0.16)
                                                            =============





                        See notes to financial statements

                                      - 4 -

<PAGE>

<TABLE>

<CAPTION>


OMNI PARK PASS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 15, 1999 (INCEPTION) TO DECEMBER 31, 2000
---------------------------------------------------------------------------------------------------------------------------

                                                                                  Additional
                                                Outstanding          Common         Paid In        Retained
                                                  Shares             Stock          Capital        Earnings         Total
<S>                                             <C>                  <C>          <C>              <C>             <C>

  Issuance of common stock (inception)             4,500,000              -    $      1,000    $         -    $      1,000

  Four for one stock split                        13,500,000              -               -              -               -

  Purchase of treasury shares                       (840,000)             -         (17,500)             -         (17,500)

  Issuance of common stock                         2,335,000              -         310,000              -         310,000

  Effects from reverse merger                      2,896,000         22,391           4,417              -          26,808

  Issuance of common stock (post merger)           1,866,244          1,866       2,582,258                      2,584,124

  Subscribed shares                                        -              -          25,000

  Net loss                                                 -              -               -     (3,277,378)     (3,277,378)
                                               --------------  -------------  --------------  -------------  --------------

BALANCE, DECEMBER 31, 2000                        24,257,244    $    24,257    $  2,905,175    $(3,277,378)   $   (372,946)
                                               ==============  =============  ==============  =============  ==============

</TABLE>














                      See notes to the financial statements

                                      - 5 -
<PAGE>

<TABLE>


<CAPTION>

OMNI PARK PASS, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM DECEMBER 15, 1999 (INCEPTION) TO DECEMBER 31, 2000
-------------------------------------------------------------------------------------------------

<S>                                                                                 <C>

OPERATING ACTIVITIES:
    Net loss                                                                        $ (3,277,378)
    Noncash items affecting net income:
      Depreciation                                                                         4,325
      Loss due to impairment                                                           2,522,276
    Changes in operating assets and liabilities:
      Accounts receivable                                                                 (6,454)
      Accounts receivable - other                                                        (32,372)
      Accounts payable and other accrued liabilities                                      67,085
      Accounts payable shareholders                                                      328,923
                                                                                   --------------

            Net cash used by operating activities                                       (393,595)
                                                                                   --------------

INVESTING ACTIVITIES:
    Acquisition of license and software                                               (2,500,000)
    Acquisition of property and equipment                                                (26,601)
                                                                                   --------------

            Net cash used by investing activities                                     (2,526,601)
                                                                                   --------------

FINANCING ACTIVITIES - Capital contributions                                           2,929,432

INCREASE IN CASH                                                                           9,236

CASH, BEGINNING OF PERIOD                                                                      -
                                                                                   --------------

CASH, END OF PERIOD                                                                 $      9,236
                                                                                   ==============

    Supplemental Information:
      Acquisition of license and software for stock                                 $  2,500,000
                                                                                   ==============

      Acquisition of Asset Servicing Corporation for stock in reverse merger        $     26,808
                                                                                   ==============


</TABLE>

                      See notes to the financial statements

                                      - 6 -

<PAGE>



OMNI PARKPASS, INC.
NOTES TO FINANCIAL STATEMENTS

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


NOTE  A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          --------------------------------------------

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

     Omni ParkPass,  Inc.,  ("OPPI") or (" the Company") was incorporated in May
     1998 under the laws of the State of Nevada  under the name Asset  Servicing
     Corporation ("ASC"). On July 10, 2000 ASC entered into a plan and agreement
     of merger with Park Pass.com, Inc. ("Parkpass") a Texas corporation. At the
     effective time of the Merger, the separate existence of Parkpass ceased and
     was merged into the surviving  corporation  ASC,  which changed its name in
     July 2000 to Omni ParkPass.com, Inc. and in November 2000 to Omni ParkPass,
     Inc.  (OPPI).  None of the ASC shares of common  stock (of which  2,896,000
     were outstanding) were converted as a result of the merger, but all of such
     shares  remained  issued shares of common stock of OPPI. Each of the common
     stock shares of the Parkpass  issued and outstanding was converted into and
     became one share of common stock of OPPI. The directors of Parkpass  became
     the directors of OPPI. Due to the fact that Parkpass  shareholders were the
     majority  shareholders  of OPPI,  the  purchase  was  accounted  using  the
     purchase  method  of  accounting  as a  reverse  merger.  As a  result  the
     financial statements of OPPI reflect the operations of Parkpass through the
     date  of the  reverse  merger,  not  ASC.  Comparative  financials  are not
     presented since Parkpass was  incorporated in December 15, 1999, and had no
     prior year  operations,  and ASC prior year amounts are not  comparative to
     the OPPI activities in 2000.

     OPPI was in the business of designing,  developing and integrating software
     systems in the live  entertainment and amusement park industries.  However,
     due to technical software and installation  issues the Company, as of March
     2001,  abandoned its efforts in this market and is going to  concentrate on
     building  its asset base.  Much of the stock issued in the July 2000 merger
     described in the prior  paragraph was returned and cancelled by the Company
     and all of the board of directors  resigned and were replaced with a single
     director in March and April 2001.

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

     OPPI  considers all highly liquid  investment  instruments  purchased  with
     original  maturities  of three  months  or less  when  acquired  to be cash
     equivalents.

     Financial Statement 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 the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from these
     estimates.




                                        - 7 -

<PAGE>


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

     Property  and  equipment  are  stated  at cost.  Depreciation  of plant and
     equipment is  calculated  on the  straight-line  method over the  estimated
     useful lives of the assets.  Depreciation  expense was $ 4,325 for the year
     ending December 31, 2000. Due to OPPI's potential  inability to continue as
     a going concern (see Note B) it was determined that fixed assets previously
     capitalized on OPPI's books are not  recoverable and were written off as of
     December 31, 2000. In 2000 $ 22,276 was  written-off and is included in the
     loss due to impairment on the income statement. The assets written off were
     a vehicle, data processing equipment and furniture and fixtures.

     Income Taxes
     ------------

     Income  taxes are  accounted  for under  the  asset and  liability  method.
     Deferred  tax  assets and  liabilities  are  recognized  for the future tax
     consequences  attributable to differences  between the financial  statement
     carrying  amounts of existing assets and  liabilities and their  respective
     tax bases and  operating  loss and tax credit  carryforwards.  Deferred tax
     assets and  liabilities  are measured  using enacted tax rates  expected to
     apply to taxable income in the years in which those  temporary  differences
     are expected to be recovered or settled.  The effect on deferred tax assets
     and  liabilities  of a change in tax rates is  recognized  in income in the
     period that includes the enactment date.

     Income (loss) per Share
     -----------------------

     Basic net income (loss) per share is based on the weighted  average  number
     of actual shares outstanding during the period.  Options to purchase common
     stock are included in the  calculation  of income (loss) per share provided
     their impact is not dilutive. As of December 31, 2000, no stock option plan
     was in  place,  and  therefore,  no stock  options  or other  common  stock
     equivalent instruments have been issued.

     New Accounting Standards
     ------------------------

     In April  1998,  SEC issued SOP 98-5,  "Reporting  on the Cost of  Start-up
     Activities."  SOP 98-5  requires  that all  costs of  start-up  activities,
     including  organizational  costs,  be  expensed  as  incurred.  The Company
     adopted this  statement  effective  March 2000. The Company has written off
     all  costs  associated  with  start-up  activities,  which  resulted  in  a
     write-off of $ 3,198.

     NOTE B - GOING CONCERN
              -------------

     Going concern  contemplates  the realization of assets and the satisfaction
     of liabilities in the normal course of business over a reasonable length of
     time. The  accompanying  financial  statements have been prepared  assuming
     that the Company will continue as a going concern, however the current year
     loss in operations and current  working  capital raises  substantial  doubt
     about  the  Company's  ability  to  continue  as a  going  concern.  Due to
     technical software and installation  issues the Company,  as of March 2001,
     abandoned its efforts in the designing, developing and integrating software
     systems in the live  entertainment  and amusement  park  industries  and is
     going to concentrate on building its asset base. As mentioned in Note A and
     Note C all assets that were deemed  unrecoverable  have been  appropriately
     written  off.  The Company  has started to search for ways to increase  its
     asset  base and is  investigating  alternatives  which  would  require  the
     issuance of common stock in exchange for income producing assets. As of the
     date of this report, the Company has no agreements to purchase such assets.

                                      - 8 -

<PAGE>

     NOTE C - LICENSE AND SOFTWARE
              ---------------------

     Effective  March 1, 2000,  OPPI  entered into a license  agreement  for the
     exclusive use of certain technology owned by Automated Business  Companies,
     Inc.  (ABC),  a  privately  owned  engineering  and  intellectual  property
     development  company.  ABC is  also a  shareholder  of  OPPI.  Among  other
     technologies,  the license  agreement  specifically  includes an  operating
     system that provides for the  management  of all of an entity's  technology
     from a single  program.  The  license  agreement  gives  OPPI the option to
     extend the  agreement to worldwide  rights and to encompass but restrict it
     to "live  entertainment  facilities  business field of use".  This business
     field of use is defined as "any business that primarily owns and operates a
     business   facility  that  provides  access  to  the  public  and  provides
     for-profit  entertainment  services within such  facilities".  OPPI had the
     option to pay the $500,000 as a one time, non-refundable license fee and an
     additional   $1,000,000   for  world  wide  rights   restricted   to  "live
     entertainment   facilities   business  field  of  use"  or  substitute  the
     $1,500,000 cash payment with 750,000 shares of OPPI stock at a market price
     of $2.00 per share.  In addition to the  license  agreement,  ABC agreed to
     provide a full, paid up,  exclusive  software  license for the OPPI generic
     MOSS software for its "live entertainment  business field of use" for which
     OPPI shall pay  $1,000,000,  or  substitute  the cash  payment with 500,000
     shares  of OPPI  stock at a market  price of $2.00 per  share.  On July 11,
     2000,  OPPI chose to pay the  $1,500,000  for the original  license fee and
     software  license that was effective  March 1, 2000 with 750,000  shares of
     OPPI stock.  In addition,  OPPI effective July 11, 2000 paid the additional
     $1,000,000  with 500,000  shares of OPPI stock for the  extended  worldwide
     rights and extend the license to encompass  the entire "live  entertainment
     facilities  business  field of use".  As a result  the  $1,500,000  for the
     original  license  agreement and software license that were effective March
     1, 2000 were  capitalized as of the effective date along with the resulting
     liability.  The additional options for $1,000,000 for the world wide rights
     and the  extension of the license  agreement to encompass  all of the "live
     entertainment facilities business field of use" was effective July 11, 2000
     and thus were capitalized by OPPI on that date.

     On April 6,  2001 ABC and OPPI  entered  into a asset  for  stock  purchase
     agreement,  where ABC agreed to sell and delivered to OPPI 1,650,000 shares
     of the issued and outstanding  stock of OPPI and all  outstanding  invoices
     marked  paid in  full,  and OPPI  agrees  to sell  and  deliver  to ABC the
     original Live Entertainment License Agreement,  with the price being deemed
     to be equal in value. Due to the going concern  discussed in Note B and the
     subsequent  asset  for  stock  agreement,  the  $2,500,000  related  to the
     software and license agreement were written off as of December 31, 2000 and
     are included in loss due to impairment on the statement of operations.

     NOTE D - STOCKHOLDERS' EQUITY
              --------------------

     On June 6, 2000 the shareholders  and board of directors  adopted a plan of
     recapitalization,  whereas  that each issued and  outstanding  shares as of
     that date would be divided and split up into four shares with no par value.
     As a result,  the 4,500,000  shares  outstanding were split into 18,000,000
     shares.  The  consideration  given for the  original  4,500,000  shares was
     $1,000.

     Prior to the merger  with ASC,  the  Company  issued  2,250,000  shares for
     services rendered related to the merger and other professional services for
     a value of $225,000.  Also 85,000 shares were issued for  consideration  of
     $85,000.



                                      - 9 -

<PAGE>

     In  conjunction  with the  merger  with ASC,  the  2,896,000  shares of ASC
     remained  outstanding  shares of OPPI, see Note A. Subsequent to the merger
     with ASC,  OPPI issued  591,244  shares for  services  rendered  related to
     professional services for a value of $59,124;  25,000 shares were issued in
     exchange for a receivable from ABC for $25,000; and as mentioned in Note C,
     1,250,000  shares were issued to ABC in  conjunction  with the software and
     license  agreement,  valued at $2,500,000.  The $25,000 receivable from ABC
     was  subsequently  written off with the asset for stock purchase  agreement
     mentioned in Note C.

     In October 2000,  $25,000 was  contributed to the Company for 25,000 shares
     subscribed as of December 31, 2000.

     Restricted shares outstanding at December 31, 2000 were 21,383,244.

     Subsequent to December 31, 2000, 165,000 shares were issued in exchange for
     the outstanding  payable to ABC for $296,550.  Additionally,  approximately
     13,000,000  shares  issued in the merger in July 2000 were  returned to the
     Company and cancelled.


     NOTE E - RELATED PARTY TRANSACTIONS
              --------------------------

     During  the  calendar   year  of  2000,   OPPI  shared   office  space  and
     administrative overhead with an officer,  director and shareholder of OPPI.
     OPPI  reimbursed  this person for any direct  costs and a certain  overhead
     allocation  cost for use of the  facilities,  office  personnel  and office
     equipment.  Total payments to the  shareholder  were $43,135 for the period
     ending December 31, 2000. Also, $10,000 was paid to another shareholder for
     consulting services rendered.

     Principle  shareholders  and officers have been committed to participate in
     the  startup  of  OPPI.  As  of  the  balance  sheet  date,  the  principle
     shareholders  and officers  have  participated  in the start up of the OPPI
     without  receiving  compensation,  other  than  stock for  compensation  or
     minimal consulting fee related to the development and formation of OPPI.

     An accounts  payable of $32,372 is recorded as of December 31, 2000 related
     to monies  borrowed  from  related  parties  for the  purchase  of  certain
     merchandise  from Flipo Group,  Ltd. (FGL).  There is also a receivable for
     the same  amount  from FGL,  related to a mutual  release,  compromise  and
     settlement  agreement  dated April 3, 2001. In October  2000,  OPPI entered
     into a  purchase  agreement  for  $54,000  with FGL.  The  related  parties
     provided funding of $32,372 for the collateralization of a letter of credit
     for  the  purchase  of the  merchandise  from  FGL.  OPPI  contributed  the
     remaining  $22,250,  to  purchase  the  merchandise.  Upon  receipt  of the
     merchandise it was determined  that such  merchandise was defective and was
     never sold. The merchandise was not returned to FGL, pending the outcome of
     the  April 3,  2001  settlement.  Upon the  settlement  date FGL  agreed to
     purchase back the merchandise for $37,846.  Of this settlement amount, OPPI
     will reimburse the related parties the $32,372, and the remaining amount of
     the  settlement  will be paid out in legal fees. The $22,250 that OPPI paid
     for the merchandise was then written off to other expenses on the statement
     of operations as of December 31, 2000.




                                     - 10 -

<PAGE>

     A payable  of  $10,000  and  receivable  of  $25,000  were  written  off in
     conjunction  with the asset for stock exchange  agreement  between OPPI and
     ABC, as mentioned in Note C. Also a $7,500  payable to a former officer was
     also written off due to the fact that payment of such liability was tied to
     the  subsequent  funding  goals of OPPI  that  will not be  achieved.  As a
     result,  these balance were written off to other  expenses on the statement
     of operations for a net amount of $7,500.

     NOTE F - COMMITMENTS AND CONTINGENCIES

     In accordance with the license and software  agreement,  OPPI has agreed to
     pay ABC an annual license  maintenance  fee of $75,000 for  maintaining any
     licensed  technology  within the United States.  The first  maintenance fee
     shall be due June 1, 2001 and the second and  subsequent  maintenance  fees
     shall be due yearly on June 1st, of each calendar year thereafter. With the
     subsequent cancellation of the agreement with ABC, these annual maintenance
     fees have also been subsequently cancelled. (See Note C.)

     Also OPPI entered into various  purchase  agreements  with Bright  Designs,
     Inc. (BDI) for the purchase of a certain "FLIXX"  bracelets.  On August 18,
     2000,  the Company  ordered 15,000  bracelets from BDI for sale.  Under the
     purchase order, the bracelets were due to arrive by September 30, 2000. BDI
     did not deliver the  bracelets on time,  and thus the Company was unable to
     market or sell the  bracelets at a scheduled  event.  During the same time,
     however  BDI had  delivered  certain  products  for which the  Company  has
     accrued $16,320. The Company has refused to pay the outstanding invoices on
     the grounds that their claims for lost profits are in excess of the amounts
     due to BDI. In December 2000, the Company  initiated a lawsuit  against BDI
     seeking to recover the lost profits as well as a judicial  declaration that
     it is relieved of any further liability to BDI. Through the audit date, BDI
     has not filed an answer in the lawsuit.







                                     - 11 -