Exhibit 99:  Financial Statements












                             Invvision Capital, Inc.

                                and Subsidiaries

                          (A Development Stage Company)

                              Financial Statements

                                       and

                          Independent Auditors' Report

                  For the Period February 15, 2001 (Inception)

                            Through December 31, 2001




<PAGE>





                                 C O N T E N T S



AUDITORS' REPORT ...................................................... F-1

CONSOLIDATED BALANCE SHEET ............................................ F-2

CONSOLIDATED STATEMENT OF OPERATIONS
     AND COMPREHENSIVE INCOME ......................................... F-3

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT ....................... F-4

CONSOLIDATED STATEMENT OF CASH FLOWS .................................. F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ............................ F-7





<PAGE>



                            Turner, Stone & Company
                      12700 Park Central Drive, Suite 1610
                              Dallas, Texas 75251



                          Independent Auditors' Report

Board of Directors
Invvision Capital, Inc.
    and Subsidiaries
Carrollton, Texas


We have  audited  the  accompanying  consolidated  balance  sheet  of  Invvision
Capital, Inc. and subsidiaries (a development stage company), as of December 31,
2001, and the related  consolidated  statements of operations and  comprehensive
loss,  stockholders'  equity,  and cash flows for the period  February  15, 2001
(inception) through December 31, 2001. These consolidated  financial  statements
are the responsibility of the Company's management.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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 Invvision Capital,
Inc.  and  subsidiaries,  as of  December  31,  2001,  and the  results of their
operations  and their cash flows for the above  referenced  period in conformity
with accounting principles generally accepted in the United States of America.

As explained in Note 1, the Company  entered  into a merger  transaction  during
2001 that was  accounted  for as a reverse  merger  with the  Company  being the
acquired entity for financial reporting purposes.  As a result, the accompanying
consolidated  financial  statements  have been restated to present the financial
position and operating  results of the acquiring entity for financial  reporting
purposes.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As also discussed in Note 1
to the consolidated  financial statements,  the Company has suffered a loss from
operations and has a net working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these  matters  are also  described  in Note 1.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



/s/ Turner, Stone & Company
------------------------------
Turner, Stone & Company, L.L.P.
Certified Public Accountants
April 22, 2002, except for Note 13,
as to which the date is May 6, 2002


                                      F-1

<PAGE>


                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001


                                     Assets


Current assets:
     Cash                                                          $     29,181
     Receivables and advances                                            46,403
     Mortgages held for sale                                            312,639
     Prepaid expenses                                                     6,783
                                                                   -------------
         Total current assets                                           395,006

Property and equipment, at cost, net of
     accumulated depreciation of  $1,641                                  6,566

Other assets:
     Investment in unimproved real estate                             3,452,030
     Investment in available for sale equity
       securities, at fair value                                         39,039
                                                                   -------------
                                                                    $ 3,892,641
                                                                   =============

                      Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable, trade                                       $    490,902
     Accrued expenses                                                   455,770
     Line of credit                                                     312,639
     Note payable                                                        50,000
     Current portion of mortgages payable                                11,770
                                                                   -------------
         Total current liabilities                                    1,321,081
                                                                   -------------

Mortgages payable, net of current portion                             2,569,230
                                                                   -------------

Commitments and contingencies                                                 -

Stockholders' equity:
     Preferred stock, $.001 par value, 15,000,000
        shares authorized, no shares issued and
        outstanding, no rights or preferences
        determined                                                            -
     Common stock, $.001 par value, 50,000,000
        shares authorized, 7,871,424 shares issued
        and outstanding                                                   7,871
     Paid in capital in excess of par                                 3,431,380
     Common stock warrants                                              100,000
     Notes receivable, common stock subscribed                       (   29,925)
    Accumulated deficit during the development stage                 (1,594,084)
     Accumulated other comprehensive income                          (1,912,912)
                                                                   -------------
                                                                          2,330
                                                                   -------------
                                                                   $  3,892,641
                                                                   =============


               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                      F-2

<PAGE>

                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                            AND COMPREHENSIVE INCOME
                  FOR THE PERIOD FEBRUARY 15, 2001 (INCEPTION)
                            THROUGH DECEMBER 31, 2001





Revenues                                                           $    569,309

Cost of revenues                                                        485,880
                                                                   -------------
Gross profit                                                             83,429

Selling and marketing expenses                                           72,082
General and administrative                                            1,411,574
                                                                   -------------
Operating loss                                                       (1,400,227)

Interest expense                                                        193,857
                                                                   -------------
Loss before income taxes                                             (1,594,084)

Provision for income taxes                                                    -
                                                                   -------------
Net loss                                                             (1,594,084)

Unrealized loss on decline in value
     of available for sale equity securities                         (1,912,912)
                                                                   -------------
Comprehensive loss                                                  $(3,506,996)



Loss per share:
     Basic                                                          $(     0.24)
     Diluted                                                        $(     0.24)















               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                      F-3

<PAGE>
<TABLE>
<CAPTION>
                                              INVVISION CAPITAL, INC.
                                                          AND SUBSIDIARIES
                                                    (A DEVELOPMENT STAGE COMPANY)
                                          CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                FOR THE PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001

                                      INVV Capital,Inc.                                                   Accum Other
                    Common Stock       Common Stock     Add'l Paid  Common Stock  Notes    Accumulated Comprehensive
Date               Shares    $        Shares    $       In Capital   Warrants   Receivable   Deficit        Loss          Total
                 ---------- -------  ---------  ------- -----------  ---------  ---------- -----------  ------------  -------------
<S>              <C>       <C>     <C>      <C>      <C>           <C>       <c>         <c>          <c>           <c>
Balance-12/21/00 25,257,244 $24,257                     $2,905,175    $      -   $       - $(3,277,378)                $(  347,946)

Issuance of
subscribed common
stock shares         25,000      25                            (25)                                                              -

Common stock issued
related party
payable             165,000     165                        296,385                                                         296,550

Remaining OMNI debt
assumed by stockholders
as additional capital
contributed                                                 65,455                                                          65,455

Cancelation of
common stock    (15,710,000)(15,710)                        15,710                                                               -

Reverse stock
split 8:1       ( 7,645,088)( 7,645)                         7,645                                                               -

Adjustment to
give effort to
reverse merger
and equity accts
restatement     ( 1,092,156)( 1,092) 1,092,156   1,092  (3,291,437)                         3,291,437                            -

Net loss                                                                                      (14,059)                  (   14,059)
                ---------- -------  ---------  ------- -----------  ---------  ---------- -----------  ------------  -------------
Balance at 4/20/01,
as adjusted for
reverse merger           -        -  1,092,156   1,092           -           -           -          -             -              -
                 ---------- -------  ---------  ------- -----------  ---------  ---------- -----------  ------------  -------------
Common stock-cash                       50,000      50      49,950                                                          50,000
Common stock-land                      400,000     400     399,600                                                         400,000
Common stock-land option             3,000,000   3,000     240,000                                                         243,000
Common stock-notes                      29,925      30      29,895               (29,925)                                        -
Common stock-services                  428,297     428     207,058                                                         207,058

Common stock issued
for 7,566,924 shares

of Starnet Financial                 1,891,731   1,892   1,889.839                                                       1,891,731

Common stock-cash
Common stock-services                  118,650     119     118,531                                                         118,650

Sell of common stock
 warrants                                                              100,000                                            100,000

Common stock-cash                      126,577     126     126,451                                                         126,577
Common stock-cash                       57,212      57      57,155                                                          57,212
Common stock-services                   48,300      48      47,002                                                          47,050
Common stock-cash                       82,500      83      82,417                                                          82,500
Common stock-cash                        3,150       3       3,147                                                           3,150

Common stock issued
for 240,880 shares
of Starnet Financial                   188,676     189      60,031                                                          60,220

Common stock issued to
pay land related debt                  290,000     290      57,210                                                          57,500

Common stock-services                   25,000      25      24,975                                                          25,000

Unrealized loss on
available for sale
securities
                                                                                              (1,912,912)   (1,912,912)
Net loss                                                                                   (1,594,084)                 (1,594,084)
                 ---------- -------  ---------  ------- -----------  ---------  ---------- -----------  ------------  -------------
Balance at 12/31/01      -  $     -  7,871,424  $7,871  $3,431,380   $ 100,000  $(29,925) $(1,594,084)  $(1,912,912)  $     2,330
                 ========== =======  =========  ======= ===========  =========  ========== ===========  ============  =============
</TABLE>

                                                                        F-4

<PAGE>


                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE PERIOD FEBRUARY 15, 2001 (INCEPTION)
                            THROUGH DECEMBER 31, 2001




Cash flows from operating activities:

     Cash received from customers                                   $   569,309
     Cash paid to employees                                          (  370,056)
     Cash paid to suppliers                                          (  691,905)
     Interest paid                                                   (  153,755)
                                                                    ------------
        Cash used in operating activities                            (  646,407)
                                                                    ------------
Cash flows from investing activities:

     Advances made to others                                         (   46,403)
     Payment of real estate closing costs                            (  170,530)
     Purchase of property and equipment                              (    8,207)
                                                                    ------------
        Cash used in investing activities                            (  225,140)
                                                                    ------------

Cash flows from financing activities:

     Proceeds from issuance of common stock                             438,089
     Proceeds from option agreement                                     100,000
     Proceeds from line of credit                                     8,201,706
     Repayment of line of credit                                     (7,889,067)
     Proceeds from note payable                                         100,000
     Repayment of note payable                                       (   50,000)
                                                                    ------------
        Cash provided by financing activities                           900,728
                                                                    ------------
Net increase in cash                                                     29,181

Cash at February 15, 2001                                                     -
                                                                    ------------
Cash at December 31, 2001                                           $    29,181
                                                                    ============











               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                      F-5
<PAGE>


                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                  FOR THE PERIOD FEBRUARY 15, 2001 (INCEPTION)
                            THROUGH DECEMBER 31, 2001



                          Reconciliation of Net Loss to
                           Net Cash Used in Operations




Net loss                                                            $(1,594,084)
                                                                    ------------
Adjustment to reconcile net loss to
   net cash used in operations:

     Depreciation                                                   $     1,641
     Common stock issued for services                                   318,786
     (Increase) decrease in mortgages held for sale                  (  312,639)
     (Increase) decrease in prepaid expenses                         (    6,783)
     Increase (decrease) in accounts payable                            490,902
     Increase (decrease) in accrued expenses                            455,770
                                                                    ------------
        Total adjustments                                               947,677

Net cash used in operations                                         $(  646,407)


                       Supplemental Disclosure of Non Cash
                       Investing and Financing Activities


Common stock issued in exchange for professional
   and investment advisory services                                 $   318,786

Common stock and mortgages payable issued in
   exchange for real estate                                           3,281,500

Common stock issued in exchange for available
   for sale equity securities                                         1,951,951

Common stock issued in exchange for notes receivable                     29,925










               The accompanying notes are an integral part of the
                       consolidated financial statements.

                                      F-6
<PAGE>
                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Business and operations
-----------------------

Invvision Capital, Inc. (the Company), formerly Omni Park Pass, Inc. (OMNI), was
incorporated in the state of Nevada on May 27, 1998. OMNI's business  operations
consisted of designing and developing  software for use in the entertainment and
amusement park industries  although no significant  revenues were generated from
this  activity and as a result of recurring  significant  operating  losses,  in
March 2001,  the board of directors  voted to shut down business  operations and
attempt to sell the Company or its assets.

On April 20, 2001,  the Company  merged with Invvision  Capital,  Inc.  (ICI), a
Texas corporation,  by issuing 4,257,393 common stock shares valued at $4,257 in
exchange for all of the  outstanding  common stock of  Invvision  Capital,  Inc.
(ICI).  Immediately  prior to the merger,  OMNI effected  several  capital stock
transactions,  including an 8 to 1 reverse  common  stock  split,  to change its
capital  structure  (Note  2).  On April  23,  2001,  OMNI  changed  its name to
Invvision Capital, Inc.

ICI was  incorporated in the state of Texas on February 15, 2001.  Prior to this
merger  transaction,  ICI  had  no  active  business  operations.   However,  in
connection with its formation,  ICI acquired an unimproved parcel of real estate
and an  assignment  of contract to purchase  another  unimproved  parcel of real
estate (Notes 3 and 7), which it plans to develop.  Additionally, in April 2001,
the  Company  began  conducting   mortgage  banking  activities   involving  the
origination and underwriting of residential mortgage loans.

The merger  transaction was accounted for as a reverse merger using the purchase
method of accounting with ICI acquiring OMNI for financial  reporting  purposes.
As a  result,  the  accompanying  consolidated  financial  statements  have been
restated to present the financial  position and operating  results of ICI as the
acquiring  entity (Note 11). Because OMNI did not have any assets or liabilities
and had no business  operations,  no portion of the purchase price was allocated
to goodwill.  Instead,  the excess of the purchase  price over the fair value of
net assets  acquired has been charged  against  operations  and reflected in the
accompanying consolidated financial statements as an acquisition cost.


Principles of consolidation
---------------------------

The accompanying  consolidated financial statements include the general accounts
of the Company  and its  subsidiaries  Invvision  Development,  Inc.,  Invvision
Mortgage,  Inc.,  Invvision  Funding,  Inc., INVA#1,  Inc. and INVA#2,  Inc. All
intercompany  transactions,  accounts and balances  have been  eliminated in the
consolidation and there were no material intervening transactions.


Basis of presentation and going concern uncertainty
---------------------------------------------------

The consolidated financial statements of the Company have been prepared assuming
that the Company will continue as a going concern. However, the Company incurred
an operating  loss during the year and it has a net working  capital  deficit of
approximately  $1.0  million.  These  conditions,  among  others,  give  rise to
substantial  doubt about the Company's  ability to continue as a going  concern.
Management  is  continuing  to  seek  additional  equity  capital  to  fund  its
operations  and  management  anticipates  revenues to be generated by the end of
2002.  Management  believes  that these  steps will  provide  the  Company  with
adequate funds to sustain its growth and continued existence. There is, however,
no assurance  that the steps taken by management  will meet all of the Company's
needs or that it will continue as a going concern.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



                                       F-7
<PAGE>

                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Management 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 those estimates.


Cash flows
----------

For purposes of the consolidated  statement of cash flows, the Company considers
all highly liquid  investments with original  maturities of three months or less
to be cash equivalents. None of the Company's cash is restricted.


Revenue recognition
-------------------

Pursuant to Statement of Financial Accounting Standards No. 65, Mortgage Banking
Activities, revenues from the origination and processing of residential mortgage
loans are recognized as income at the time the related loans are sold (Note 10).
Other fees, representing  reimbursements for the costs of specific services, are
recognized as income at the time the services have been performed.

All mortgage loans  originated by the Company are held for sale and are reported
at the  lower  of cost or  market  value.  Direct  loan  origination  costs  are
capitalized as part of the carrying value of the related loan.


Property and equipment
----------------------

Property  and  equipment  is  stated  at  cost  less  accumulated  depreciation.
Depreciation  of property and equipment is being  provided by the  straight-line
method  over  estimated  useful  lives of three to seven  years.  For the period
February 15, 2001 (inception)  through December 31, 2001,  depreciation  expense
totaled $1,641.


Advertising costs
-----------------

The Company's  advertising  costs, which consist of the development and printing
of promotional  packages and the development of marketing  content to be used on
the Company's  web site,  are charged to expense when  incurred.  For the period
February 15, 2001  (inception)  through December 31, 2001,  advertising  expense
totaled $48,542.


Loss per share
--------------

Basic loss per share amounts are computed using the  weighted-average  number of
common  stock  shares  outstanding  during the  periods.  Diluted loss per share
amounts  are  computed  using the  weighted-average  number of common and common
equivalent shares  outstanding  during the periods.  For the period February 15,
2001  (inception)  through  December 31, 2001,  basic loss per share amounts are
computed  using  6,568,537  weighted  average  number  of  common  stock  shares
outstanding,  after  retroactively  adjusting these shares for the reverse stock
split  and the  reverse  merger  acquisition.  No effect  has been  given to the
assumed exercise of outstanding  stock options (Note 8) because the effect would
be antidilutive.






                                        F-8
<PAGE>


                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Long-lived assets
-----------------

The Company  periodically reviews its long-lived assets and certain identifiable
intangibles for  impairment.  When events or changes in  circumstances  indicate
that the carrying amount of an asset may not be recoverable,  the Company writes
the asset down to its net realizable  value.  The Company has not identified any
asset impairments since its inception.


Stock based incentive program
-----------------------------

SFAS No. 123,  Accounting for Stock-Based  Compensation,  encourages entities to
recognize  compensation cost for stock-based  employee  compensation plans using
the fair value  method of  accounting,  as defined  therein,  but allows for the
continued  use of  the  intrinsic  value  method  of  accounting  prescribed  by
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to
Employees.  The Company has adopted the  intrinsic  value  method of  accounting
prescribed  by APB Opinion No. 25. As such,  the Company is required to disclose
pro forma net income and loss per share  amounts as if the fair value  method of
accounting has been applied (Note 8).


2.   CAPITAL STRUCTURE DISCLOSURES

In April 2001, prior to the Company's  reverse merger  transaction with ICI, the
Company issued 165,000 common stock shares to Automated Business Companies, Inc.
(ABC) (Note 6) in exchange for $296,550 of liabilities owed to ABC. In addition,
the  Company  canceled  15,710,000  common  stock  shares  originally  issued to
controlling  stockholders  and the Board of Directors  voted to effect an 8 to 1
reverse stock split.  Finally,  the controlling  stockholders assumed $65,455 of
net liabilities as additional contributed capital to the Corporation.

The Company is also authorized to issue 15,000,000 preferred stock shares with a
par value of $.001.  At December 31, 2001,  no preferred  stock shares have been
issued and no rights or preferences  have been  determined with respect to these
shares.

During the period February 15, 2001  (inception)  through December 31, 2001, the
Company  issued  540,847  common stock shares for  professional  and  investment
advisory  services.  These services were recorded at their fair values  totaling
$318,786 based upon closing bid prices of the Company's common stock.


3.   REAL ESTATE PROPERTIES

In March 2001,  ICI acquired 2.25 acres of  unimproved  real estate in northwest
Dallas County and issued  400,000  common stock shares valued at $1.00 per share
in exchange.

Additionally, in March 2001, the Company acquired an assignment in a contract to
purchase 19.64 acres of unimproved  real estate in northwest  Dallas County from
RLI  (Note 6) and  issued  3,000,000  common  stock  shares  in  exchange.  This
acquisition did not qualify as a business  combination and furthermore meets the
requirements of S.E.C. Staff Accounting Bulletin No. 48, Topic 5-G, Transfers of
Nonmonetary Assets by Promoters and Shareholders.  Accordingly, the cost of this
assignment has been recorded at the $264,500  historical  cost basis of RLI. RLI
paid $64,500 in cash for the assignment from an unrelated corporation and agreed
to pay $200,000 at the closing of the purchase of the property. In October 2001,
the Company  purchased  the real estate  pursuant  to the  contract  through the
issuance of 254,000  common  stock  shares to RLI and through the  issuance of a
first,  second and third  mortgage  payable  totaling  $1,580,000,  $200,000 and
$801,000,   respectively  (Note  5).  The  Company  also  incurred  $161,530  of
additional  closing related costs,  which have also been  capitalized as part of
the cost of this real  estate.  An  environmental  study is currently in process
relating to this tract (Note 7).

Both of the above  properties  have been  independently  appraised  at values in
excess  of their  carrying  value  in the  accompanying  consolidated  financial
statements.

                                       F-9
<PAGE>

                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.   INVESTMENT IN AVAILABLE FOR SALE SECURITIES

On April 24, 2001, the Company issued  1,891,731 common stock shares in exchange
for 7,566,924  common stock shares of Starnet  Financial,  Inc.  (SFI), a public
company  which is traded under the symbol  SNFN.  On  September  10,  2001,  the
Company  acquired an additional  240,880 SFI common stock shares in exchange for
188,676 of its common stock shares. The Company's cost of its investment,  which
is  classified  as  available  for sale and  represents  a 4.7%  interest in the
outstanding  common stock of SFI,  totaled  $1,951,951 or $.27 per SFI share. At
December 31, 2001, the fair value of its investment totaled $39,039 or $.005 per
share.  Accordingly,  the unrealized  depreciation  in value of this  investment
totaling  $1,912,912  is reflected in the  accompanying  consolidated  financial
statements as a component of comprehensive income.


5.   MORTGAGES AND NOTES PAYABLE

On October 22, 2001, in connection  with the Company's  purchase of a 19.64 acre
parcel of unimproved real estate,  the Company issued a first,  second and third
mortgage payable in the principal amounts of $1,580,000,  $200,000 and $801,000,
respectively.  Each note payable accrues  interest at 8.0% per annum and matures
on April 30, 2002 with  principal  and accrued  interest due and payable on this
date (Note 13).  Each  mortgage  is secured  by the  purchased  real  estate and
subordinated to each other as prioritized  above. At December 31, 2001,  accrued
interest payable on each of the above notes totaled $24,241, $3,068 and $12,289,
respectively.

In connection with the Company's mortgage banking activities,  the Company has a
$10,000,000 warehouse line of credit with a financial  institution.  The line of
credit matures annually on February 28th, bears interest at 11.5% and is secured
by all of the Company's non real estate assets.  At December 31, 2001, there was
no accrued interest payable outstanding.  On January 7, 2002, the line of credit
was repaid when its  mortgages  held for sale were sold to a permanent  investor
(Note 10).

In May 2001, the Company borrowed  $100,000 from an individual.  On November 15,
2001,  $50,000  was repaid and a note was  executed  for the  remaining  $50,000
balance.  The note bears  interest at 8.0 %, is unsecured and matures on May 15,
2002 when all principal and accrued interest is due.

6.   RELATED PARTY TRANSACTIONS

Automated Business Companies, Inc. (ABC)
----------------------------------------

Prior to the  Company's  merger  transaction  with ICI (Note 1), the Company had
assets totaling $38,293 and liabilities  totaling  $401,298.  In April 2001, the
Company  issued  165,000  common  stock  shares  in  exchange  for  $296,550  of
liabilities to ABC, a corporation owned by a former  controlling  stockholder of
the Company. In addition,  the remaining net liabilities of the Company totaling
$65,455 were assumed  individually by the controlling  stockholder as additional
paid in capital.

Restlawn, Inc. (RLI)
--------------------

In connection  with the Company's 19.64 acre real estate  acquisition  (Note 3),
the Company  acquired an  assignment  of contract to purchase the property  from
RLI. RLI is majority owned and  controlled by RCC, which is a major  stockholder
of the  Company.  RLI's cost of the  assignment  from an  unrelated  corporation
totaled  $264,000  payable $64,500 in cash and the $200,000 balance payable upon
the closing of the purchase of the property. The Company issued 3,000,000 common
stock shares to RLI in exchange for the assignment and, upon the purchase of the
property,  issued  another  254,000  common  stock shares to RLI and an $801,000
mortgage payable subordinated to a first and second mortgage (Note 5).


                                      F-10
<PAGE>


                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Rea Capital Corp. (RCC)
-----------------------

On February 15, 2001, the Company entered into a consulting  agreement with RCC,
which is a major stockholder of the Company, to provide business, management and
financial  consulting  services  to  the  Company  in  exchange  for  a  monthly
consulting fee of $20,000 and the reimbursement of service related expenses. RCC
is wholly owned by Rea Brothers, Limited, an Ontario, Canada corporation,  which
is  wholly  owned by a family  member of an  officer  and two  directors  of the
Company.  The term of the agreement is for one year and can be terminated within
30 days by either party or renewed for  additional  one-year terms by the mutual
consent of both parties.  For the period February 15, 2001  (inception)  through
December  31,  2001,  consulting  fees  incurred  under this  agreement  totaled
$235,000.

TCMC US, Inc. (TCM)
-------------------

The Company leases its office  facilities and furnishings and equipment from TCM
(Note 7). TCM is wholly owned by The Crafter's Marketplace,  LLC (CMP), which is
partially owned by RCC. Additionally, a director and officer of the Company is a
director and officer of CMP.


7.   COMMITMENTS AND CONTINGENCIES


Employment and other agreements
--------------------------------

As of December  31, 2001,  the Company was not  obligated  under any  employment
agreements.  However, on February 15, 2002, the Company's  consulting  agreement
with RCC (Note 6) was renewed for an additional one year term expiring  February
15, 2003.

Leases
------

The Company is obligated  under a  non-cancelable  operating lease agreement for
its office  facility and its  furnishings  and equipment  located in Carrollton,
Texas.  This office  facility is leased from TCMC US, Inc., a Texas  corporation
wholly owned by a stockholder, director and officer of the Company (Note 6). The
lease  agreement was effective  April 1, 2001,  expires on December 31, 2003 and
provides for a monthly rental payment of $5,000 with no option for renewal.  For
the period February 15, 2001 (inception) through December 31, 2001, rent expense
totaled $51,145.

Employment taxes
----------------

As of December 31, 2001,  the Company's  mortgage  subsidiary  has not filed any
quarterly  federal or state  employment tax returns nor has it made any required
employment  tax deposits or payments.  At December 31, 2001,  unpaid federal and
state employment taxes reflected as a liability in the accompanying consolidated
financial  statements  totaled  approximately  $248,000.  Penalties and interest
related  to  these  employment  tax  liabilities,  estimated  by  management  to
approximate  $56,000,  have also been accrued in the  accompanying  consolidated
financial statements.

Legal matters
-------------

The Company is subject to legal proceedings that arise in the ordinary course of
business. As of this date, the Company is not a party to any lawsuits, either as
plaintiff  or as  defendant.  Management  is not aware of any matters that could
result in a lawsuit or other legal contingencies.





                                      F-11
<PAGE>

                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Environmental matters
---------------------

During the period ended  December 31,  2001,  the Company  acquired a 19.64 acre
tract of land (Note 3) that was formerly a landfill for the city of  Carrollton,
Texas.  There is  currently  an  environmental  study in  progress  by the Texas
Natural  Resource  Conservation  Commission  (TNRCC) to determine  the extent of
contamination  and the costs  associated with the clean up. As of this date, the
extent  of  contamination  has  not  been  defined.  Management  believes  it is
reasonably  possible  that some  contamination  will  exist and that the cost of
clean up to the  Company  could  approach  $500,000  on an  undiscounted  basis.
However,  it is reasonably  possible that this estimated loss contingency  could
change as the  environmental  study is completed,  currently  estimated to occur
sometime by the end of July 2002. A loss accrual for clean up costs has not been
provided for in the accompanying consolidated financial statements.


8.   COMMON STOCK WARRANTS

In May 2001, the Company  granted a  corporation,  which is a stockholder of the
Company, an option to purchase 1,000,000 common stock shares of the Company at a
price of $1.00 per share in exchange for $100,000 cash. The option period was to
commence  upon the granting of free trading  shares in an Arkansas  corporation,
which  had filed for  federal  bankruptcy  protection  under  Chapter  11 of the
federal  bankruptcy  laws.  The  Company was under  contract  to  purchase  this
corporation  from the  federal  bankruptcy  trustee  at the time the  option was
issued.  The contract to purchase this corporation was subsequently  terminated.
As a result, in February 2002, the Company amended the option agreement to grant
an option to purchase 2,000,000 common stock shares of the Company at a price of
$.50 per share. The options expire February 28, 2005.

SFAS 123,  Accounting  for  Stock-Based  Compensation,  requires  the Company to
provide pro forma  information  regarding  net income and earnings per share for
compensatory  stock option and warrants issued by the Company in accordance with
the fair value method  prescribed in this  pronouncement.  At December 31, 2001,
there  were no other  options or  warrants  outstanding  for which  compensation
expense  should have been  recorded.  Accordingly,  no pro forma  information is
required to be disclosed.


9.   INCOME TAXES

The Company accounts for corporate income taxes in accordance with SFAS No. 109.
Under SFAS No. 109,  deferred tax assets and  liabilities are recognized for the
estimated  future tax  consequences  attributable  to  differences  between  the
financial  statement  carrying  amounts of existing  assets and  liabilities and
their respective tax bases. In addition, future tax benefits, such as those from
net operating loss carry forwards, are recognized to the extent that realization
of such  benefits is more likely than not.  Deferred tax assets and  liabilities
are measured  using enacted tax rates expected to apply to taxable income in the
years 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. In addition
to the  noncurrent  deferred tax asset  relating to the  Company's net operating
losses, which totals approximately $542,000 and which has been fully offset by a
valuation  reserve,  the Company also has a deferred  tax asset  relating to the
unrealized   loss  of  its  investment  in  available  for  sale  securities  of
approximately $650,000, which also has been fully offset by a valuation reserve.
There are no other significant deferred tax assets or liabilities.








                                      F-12
<PAGE>

                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A reconciliation  of income tax expense at the statutory  federal rate of 34% to
income tax expense at the Company's  effective tax rate for the period  February
15, 2001 (inception) through December 31, 2001 is as follows.

                                                Year Ended

                                                 12/31/01
                                                -----------
Tax expense (benefit) computed
     at statutory rate                        $(   542,000)
Increase in valuation allowance                    542,000
                                              -------------
                                              $          -
                                              =============


As of December 31, 2001, the Company has approximately $1,600,000 of regular net
operating  losses to offset future  federal income tax, which expire through the
year 2011. Prior to the Company's merger  transaction with OMNI, the Company had
prior net operating loss carry forwards of approximately $ 3.3 million.  The Tax
Reform Act of 1986 imposed  substantial  restrictions  of the utilization of net
operating  loss and tax  credit  carry  forwards  in the event of an  "ownership
change"  as  defined  by  the  Internal  Revenue  Code.  If the  Company  has an
"ownership  change" as defined  by the  Internal  Revenue  Code,  the  Company's
ability to utilize the federal and  California  net  operating  losses  could be
reduced.  With respect to the merger  transaction with ICI (Note 1), the Company
has not made this determination and it is not certain whether any of these prior
carry forwards will be utilized.


10.  FINANCIAL INSTRUMENTS

The Company's  financial  instruments,  which are held for trading  purposes and
which  potentially  subject it to credit and other risks,  consists of its cash,
its  receivables  and advances,  its mortgages  held for sale, its investment in
available for sale securities (Note 4) and its mortgages and notes payable.


Cash
----

The Company  maintains its cash in bank deposit and other  accounts,  which,  at
times, may exceed federally insured limits.  The Company has not experienced any
losses in such  accounts  and does not believe it is exposed to any  significant
credit risks involving its cash.


Receivables and advances
------------------------

The Company's  receivables and advances are non interest bearing,  due on demand
and are  unsecured.  Management  believes  the  Company  is not  exposed  to any
significant  credit risks affecting these  receivables and advances and they are
fairly stated at estimated net realizable amounts.


Mortgages held for sale
-----------------------

At December 31, 2001,  the Company had two  mortgages  held for sale,  which are
reported  at the  lower of cost or  market  value.  Mortgages  held for sale are
secured by the related homes being  financed.  Generally,  the Company sells its
mortgages  within two weeks from the closing and funding.  Risks affecting these
mortgages  include general economic  conditions  present in the lending industry
such  as  interest  rates,  location  of the  real  estate  collateralizing  the
mortgages,  the  length  of time the  mortgages  are held for sale and  mortgage
terms. At December 31, 2001, there were no significant  differences  between the
Company's  cost of the mortgages and their market  values.  Both  mortgages were
sold to permanent investors by January 7, 2002 (Note 5).




                                      F-13
<PAGE>

                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Mortgages and notes payable
---------------------------

Management  believes the carrying value of these  mortgages and notes  represent
the fair value of these financial instruments because their terms are similar to
those in the lending market for comparable loans with comparable risks.


11.  INTERIM FINANCIAL DATA

During the first  quarter of the year  ended  December  31,  2001,  the  Company
entered into a merger  transaction  that was accounted  for as a reverse  merger
with the Company  being the acquired  entity for  financial  reporting  purposes
(Note 1). As a result, the accompanying  consolidated  financial statements have
been  restated to present the financial  position and  operating  results of the
acquiring entity for financial  reporting purposes.  Accordingly,  this basis of
presentation  is not  comparable  with the  interim  financial  data  previously
presented in the first fiscal quarter ended March 31, 2001.

In addition,  as a result of the historical  cost accounting for the real estate
assets owned by the Company  resulting from the reverse merger (Note 1), various
year-end  adjustments were made that affected the recorded carrying value of the
real estate and the  additional  paid in capital of the Company as reported  for
the quarters  ended June 30, 2001 and  September  30, 2001.  The effect of these
adjustments   decreased   assets   and   increased   stockholders'   deficit  by
approximately  $2,950,000.  There was no material affects on reported  operating
results or loss per share amounts.


12.  SEGMENT INFORMATION

The Company's  operating  segments  consist of its mortgage  banking  activities
(Note  1),  its real  estate  development  activities  (Note 3) and its  general
corporate  capital  funding  activities,  each of which  are  conducted  through
separate  subsidiary   corporations.   The  general  corporate  capital  funding
activities  consist of those  activities  related to raising  additional  equity
capital  and/or debt financing  needed to provide for the continued  development
and operation of its mortgage banking activities and its real estate development
activities.  Information related to these operating segments is contained in the
following schedule. There were no transactions between operating segments.

<TABLE>
<S>                                          <C>          <C>             <C>             <C>

                                             Corporate      Real Estate      Mortgage       Consolidated
                                             Overhead        Development      Banking          Totals
                                             ---------      ------------     --------       ----------
Revenues from external customers                    -               -        569,309         569,309
Interest expense                                    -          60,277        133,580         193,857
Depreciation                                        -               -          1,641           1,641
Non-cash consulting and investment
    advisory fees                             318,786               -              -         318,786
Net operating loss                        ( 1,192,188)     (   50,162)    (  351,734)     (1,594,084)
Expenditures for long-lived assets                  -       3,452,030          8,207       3,460,237

</TABLE>



13.  SUBSEQUENT EVENT

On April 24, 2002,  the maturity  dates for the mortgages  payable (Note 5) were
extended to April 30, 2003. In exchange for the extension, the Company will make
monthly  principal and interest payments of $3,000 beginning June 1, 2002 on the
$200,000 mortgage. In addition, the Company agreed to a $12,000 extension fee on
the  $1,580,000  mortgage,  payable  in twelve  monthly  installments  of $1,000
beginning  May 1, 2002.  The RGL mortgage was  extended  without any  additional
consideration or changes in terms.


                                      F-14