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

                                   FORM 10-KSB


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

                  For the fiscal year ended December 31, 2002, or

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

                  For the transition period from _____ to _____.


                             INVVISION CAPITAL, INC.
                ------------------------------------------------
               (Name of the Small Business Issuer in its charter)


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


              2100 Valley View Lane, Suite 110, Dallas, Texas 75234
               -------------------------------------------------
                    (Address of principal offices) (Zip Code)


Issuer's  telephone number:   (214) 390-0801

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

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


Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes __x__ No _____

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

     State issuer's estimates revenues for its recent fiscal year: $0

     State The aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and ask price of such common  equity,  as of
December 31, 2002:  $173,041

     As of  December  31,  2002  there  were  outstanding  11,489,990  shares of
Invvision Capital, Inc. common stock, par value $.0001 per share.

<PAGE>
                            INVVISION CAPITAL, INC.
                     Form 10-KSB Report for the Fiscal Year
                             Ended December 31, 2002

                                TABLE OF CONTENTS


                                                                         Page



                                     PART I

Item 1. Description of Business ........................................  2

Item 2. Description of Properties ......................................  3

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

Item 4. Submission of Matters to a Vote of Security Holders ............  3



                                     PART II

Item 5. Market for Registrant's Common Stock and
          Related Stockholder Matters ..................................  3

Item 6. Management's Discussion and Analysis of Financial
          Condition and Results of Operations ..........................  4

Item 7. Financial Statements ...........................................  5

Item 8. Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure .......................... 22



                                    PART III

Item 9.  Directors and Executive Officers of the Registrant ............ 22

Item 10. Executive Compensation ........................................ 22

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

Item 12. Certain Relationships and Related Transactions ................ 23



                                     PART IV

Item 13. Exhibits, Financial Statement Schedules and
          Reports on Form 8-K .......................................... 24

Item 14. Controls and Procedures........................................ 24


SIGNATURE ........................................................... 25/26




<PAGE>

            CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS


This document contains forward-looking  statements within the meaning of Section
27A of the Securities  Act and Section 21E of the Exchange Act. All  statements,
other than  statements  of  historical  facts,  included in or  incorporated  by
reference into this Form 10KSB which address activities,  events or developments
which the  Company  expects,  believes or  anticipates  will or may occur in the
future  are  forward-looking   statements.   The  words  "believes,"  "intends,"
"expects,"  "anticipates,"   "projects,"  "estimates,"  "predicts"  and  similar
expressions are also intended to identify forward-looking statements.

These forward-looking  statements include, among others,  statements concerning:
expectations,   anticipations,  beliefs,  estimations,  projections,  and  other
similar matters that are not historical facts, including such matters as: future
capital,  repayment of debt, business  strategies,  prices and demand, and other
development  trends of the real estate  industry,  and  expansion  and growth of
business operations.

These  statements  are based on certain  assumptions  and  analyses  made by the
management of Invvision Capital,  Inc.  ("Invvision") in light of its experience
and its perception of historical trends,  current conditions and expected future
developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances.

Invvision cautions the reader that these forward-looking  statements are subject
to risks and  uncertainties,  including  those  associated  with:  the financial
environment,  general economic,  market and business conditions,  the regulatory
environment,  business  opportunities  that may be  presented  to and pursued by
Invvision,  changes in laws or regulations,  availability  to obtain  additional
financing on favorable conditions, trend projections, and other factors, many of
which are beyond the Company's control that could cause actual events or results
to differ  materially from those  expressed or implied by the  statements.  Such
risks and uncertainties include those risks and uncertainties  identified in the
Description of the Business and Management's Discussion and Analysis sections of
this  document and risk  factors  discussed  from time to time in the  Company's
filings with the Securities and Exchange Commission.

Significant factors that could prevent Invvision from achieving its stated goals
include: the inability of Invvision to obtain financing for capital expenditures
and  acquisitions,  declines  in the market  prices  for real  estate or related
development,  and  adverse  changes  in  the  regulatory  environment  affecting
the Company.

The cautionary  statements  contained or referred to in this document  should be
considered in connection  with any  subsequent  written or oral  forward-looking
statements  that may be issued by  Invvision  or persons  acting on its or their
behalf.

Invvision  undertakes  no  obligation  to release  publicly any revisions to any
forward-looking  statements to reflect  events or  circumstances  after the date
hereof or to reflect the occurrence of unanticipated events.


                                       1
<PAGE>
                                     PART I

Item 1. Description of Business

General
-------

     (a)  Business Development.

     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.

     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. Due to technical software and installation issues, in
March 2001, the Company abandoned its efforts in this market.

     On April 28, 2001, the Company  acquired all of the  outstanding  shares of
Invvision  Capital,  Inc., a Texas  corporation.  The Company effected a 1 for 8
reverse split of its shares leaving  1,892,156 shares  outstanding  prior to the
acquisition  and issued  4,257,393  shares to the  shareholders  of Invvision in
exchange for 100% of the outstanding stock of Invvision Capital, Inc.

     On or about April 1, 2001, a Texas limited liability partnership,  Restlawn
Group LLP, which is 51% owned by Rea Capital Corporation  assigned a contract to
purchase  19.45 acres of property at the south east corner of Beltline  Road and
Luna Road in the City of Carrollton,  Texas to Invvision Capital.  Rea Capital's
share of the assignment was 1,650,000  shares of Invvision  Capital stock.  Upon
the subsequent closing of the property by Invvision Capital on October 22, 2001,
the  Restlawn  Group LLP also  received a third lien note on the property in the
amount of $801,000 bearing interest at 8% per year.

     In October of 2001,  the Company  completed  the purchase of 19.46 acres of
undeveloped  real estate located at a major  intersection in Carrollton,  Texas.
(see   "Description  of  Property"  and  "Certain   Relationships   and  Related
Transactions")

     INVA #1,  Inc.,  a  subsidiary  of the  Company and owner of the 19.64 acre
parcel of real  estate  in  Carrollton,  Texas on  December  2,  2002  filed for
reorganization  under Chapter 11 of the United States  Bankruptcy  Code with the
U.S.  Bankruptcy  Court in Dallas,  Texas.  Under the plan which was approved on
April 28, 2003,  and which is subject to  confirmation  by secured  creditors on
June 23,  2003,  the first  three  lien  holders  would be paid in full with the
remaining funds disbursed one half to the fourth lien holder and one half to the
unsecured creditors.

     During the fiscal year ended December 31, 2002, the Company discontinued or
completed termination of operations in two of its subsidiaries:

     On  April  10,  2002 the  Company  sold  some of the  assets  of  Invvision
Mortgage,  Inc.,  its mortgage  banking  subsidiary,  to the CFO of the mortgage
company,  Malcolm McAlpine,  including it mortgage pipeline, in exchange for the
assumption of indebtedness of the  subsidiary.  On June 28th,  2002, the Company
completed  the  liquidation  of that  subsidiary  with the sale of the remaining
assets in exchange for $25,000 note to an officer of Invvision Mortgage Inc.

     Invvision Development, Inc. On August 29, 2002, the Company sold its wholly
owned  subsidiary,  IDI, to its  President in lieu of $72,150 owed to him and an
assumption  of all of the  outstanding  payables of IDI  totaling  $90,499.  The
Company  has  retained  a 20%  profit  interest  in a number  of their  business
opportunities.  The  Company  recognized  a net  loss  on  this  disposition  of
$101,163,   which  is  included  in  the  accompanying   consolidated  financial
statements as a part of discontinued operations. (see Part II, Item 7, Financial
Statements),

     In addition on April 22, 2002,  the Company sold  undeveloped  acreage to a
shareholder   of  the  Company  in  exchange  for  $200,000  in  cash  and  debt
forgiveness..  the  Company  recorded a loss in the amount of  $208,000  on this
transaction  but  maintained a first right of refusal to repurchase the property
for $200,000.


     b)   Business of the Issuer.

     Invvision  Capital  Inc. is a  commercial  and  industrial  real estate and
business development company. The Company's near term business strategy provides
for it to pursue real estate development  projects utilized prospective business
and investment partners.


                                       2
<PAGE>

Item 2.  Description of Property.


     The Company executive offices are co-located with the offices of one of its
officers and directors.  These facilities are temporarily  being provided to the
Company at no cost.

     Subject to the completion of the  proceedings  referred to in Item 3 below,
the Company owns no real property.


Item 3. Legal Proceedings.

     INVA #1,  Inc.,  a  subsidiary  of the  Company and owner of the 19.64 acre
parcel of real  estate  in  Carrollton,  Texas on  December  2,  2002  filed for
reorganization  under Chapter 11 of the United States  Bankruptcy  Code with the
U.S.  Bankruptcy  Court in Dallas,  Texas.  Under the plan which was approved on
April 28, 2003,  and which is subject to  confirmation  by secured  creditors on
June 23,  2003,  the first  three  lien  holders  would be paid in full with the
remaining funds disbursed one half to the fourth lien holder and one half to the
unsecured creditors.

     The Company was not a party to any other pending material legal proceeding.
To the knowledge of management,  no federal,  state or local governmental agency
is presently  contemplating any proceeding against the Company. To the knowledge
of management,  no director,  executive officer or affiliate of the Company, any
owner of record or beneficially of more than 5% of the Company's common stock is
a party adverse to the Company or has a material interest adverse to the Company
in any proceeding.


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

     There were no matters  submitted to a vote of the security  holders  during
the reported period.


                                    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 is
traded on the OTC  Bulletin  Board  under the symbol of INVA (it was  previously
traded under the symbol 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 314 shareholders as of December 31, 2002.

The following chart reflects the trading range during each quarter:

          Calendar Quarter Ending           High              Low
          -----------------------           -----             ----
          March 31, 2002                     0.50              0.25
          June 30, 2002                      0.20              0.09
          September 30, 2002                 0.12              0.08
          December 31, 2002                  0.03              0.03
          March 31, 2001                     2.40              1.25
          June 30, 2001                      2.40              1.01
          September 30, 2001                 0.55              0.98
          December 31, 2001                  0.55              0.35


     During the year ended  December  31,  2002,  the Company has engaged in the
following sales of unregistered securities.

     On June 19, 2003 the Company issued 3,499,480 shares of its common stock to
Rea Capital  Corporation,  a company which is wholly owned by a family member of
an officer and two directors of the Company, in exchange for the satisfaction of
$350,000 in debt owed by the Company to Rea Capital Corporation.aa

     In addition,  during the year,  the Company issued 520 of its common shares
in exchange  for $524 in cash and on July 19, 2003 issued  118,556 of its common
shares in exchange for  consulting  services.  These services were recorded at a
value of $9,500.

                                       3
<PAGE>

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

The Company  expects to continue over the next 12 months to pursue  various real
estate development project opportunities. Any cash contributions required of the
Company  for  such  transactions  will  have to be  raised  it and  there  is no
assurance that either such transactions will be found by the Company or that the
funds will become available to close them.

It will be  necessary  for the  Company to raise  additional  funds to  continue
operations over the next 12 months which it expects to raise through the private
sale of the  Company's  common  stock  There  is no  assurance  that  additional
financing to meet the Company's needs or obligations will be forthcoming.

During the fiscal year ended December 31, 2002, the Company discontinued or
completed termination of operations in two of its subsidiaries:

     Invvision  Mortgage,  Inc. On June 28,  2002,  the Company  sold its wholly
owned  subsidiary  to an  officer  of IMI  for a  $25,000  note  receivable.  In
consideration for these assets the officer assumed all of IMI's liabilities. The
Company  recognized a net gain on the  disposition of IMI of $344,174,  which is
included in the  accompanying  consolidated  financial  statements  as a part of
discontinued operations (see Part II, Item 7, Financial Statements).

     Invvision Development, Inc. On August 29, 2002, the Company sold its wholly
owned  subsidiary,  IDI, to its  President in lieu of $72,150 owed to him and an
assumption  of all of the  outstanding  payables of IDI  totaling  $90,499.  The
Company  has  retained  a 20%  profit  interest  in a number  of their  business
opportunities.  The  Company  recognized  a net  loss  on  this  disposition  of
$101,163,   which  is  included  in  the  accompanying   consolidated  financial
statements as a part of discontinued operations. (see Part II, Item 7, Financial
Statements),

     In addition on April 22, 2002,  the Company sold  undeveloped  acreage to a
shareholder   of  the  Company  in  exchange  for  $200,000  in  cash  and  debt
forgiveness..  the  Company  recorded a loss in the amount of  $208,000  on this
transaction  but  maintained a first right of refusal to repurchase the property
for $200,000.

     INVA #1,  Inc.,  a  subsidiary  of the  Company and owner of the 19.64 acre
parcel of real  estate  in  Carrollton,  Texas on  December  2,  2002  filed for
reorganization  under Chapter 11 of the United States  Bankruptcy  Code with the
U.S.  Bankruptcy  Court in Dallas,  Texas.  Under the plan which was approved on
April 28, 2003,  and which is subject to  confirmation  by secured  creditors on
June 23,  2003,  the first  three  lien  holders  would be paid in full with the
remaining funds disbursed one half to the fourth lien holder and one half to the
unsecured creditors.

                                       4

<PAGE>

Item 7. Financial Statements.











                             Invvision Capital, Inc.

                                and Subsidiaries

                          (A Development Stage Company)

                              Financial Statements

                                       and

                          Independent Auditors' Report

                     Years Ended December 31, 2002 and 2001

                                       and

         Period February 15, 2001 (Inception) Through December 31, 2002























                                       5

<PAGE>




                                  C O N T E N T S



AUDITORS' REPORT..............................................................7

CONSOLIDATED BALANCE SHEETS...................................................8

CONSOLIDATED STATEMENTS OF OPERATIONS
     AND COMPREHENSIVE LOSS...................................................9

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT.............................10

CONSOLIDATED STATEMENTS OF CASH FLOWS.....................................11-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................13-21
























                                       6
<PAGE>



                          Independent Auditors' Report

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


We have  audited  the  accompanying  consolidated  balance  sheets of  Invvision
Capital, Inc. and subsidiaries (a development stage company), as of December 31,
2002 and  2001,  and the  related  consolidated  statements  of  operations  and
comprehensive  loss,  stockholders'  equity,  and cash  flows for the year ended
December 31, 2002, for the period February 15, 2001 (inception) through December
31, 2001 and for the period February 15, 2001  (inception)  through December 31,
2002. These  consolidated  financial  statements are the  responsibility  of the
Company's management.

We conducted our audits 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  audits  provide  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,  at December 31, 2002 and 2001, and the results of their
operations and their cash flows for the above  referenced  periods 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  recurring
losses 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, L.L.P.
-----------------------------------
Turner, Stone & Company, L.L.P.
Certified Public Accountants
April 28, 2003



                                       7

<PAGE>
<TABLE>
<CAPTION>

                                           INVVISION CAPITAL,
                                            AND SUBSIDIARIES
                                      (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED BALANCE SHEETS
                                       DECEMBER 31, 2002 AND 2001

                                                Assets
                                                ------
<S>                                                             <C>                     <C>

                                                                            2002               2001
                                                                     ---------------     ---------------
Current assets:
     Cash                                                            $           212     $        29,181
     Receivables and advances                                                      -              46,403
     Mortgages held for sale                                                       -             312,639
     Prepaid expenses                                                              -               6,783
                                                                     ---------------     ---------------
         Total current assets                                                    212             395,006

Property and equipment, at cost, net of
     accumulated depreciation of  $3,141 and
     $1,641, respectively                                                      5,066               6,566

Other assets:
     Investment in unimproved real estate held for sale                    3,052,030           3,452,030
     Investment in available for sale equity
       securities, at fair value                                                   -              39,039
                                                                     ---------------     ---------------
                                                                     $     3,057,308     $     3,892,641
                                                                     ===============     ===============

                                  Liabilities and Stockholders' Equity
                                  ------------------------------------
Current liabilities:
     Accounts payable, trade                                         $       317,262     $       490,902
     Accrued expenses                                                        434,748             455,770
     Advances from stockholders                                               99,395                   -
     Line of credit                                                                -             312,639
     Note payable                                                             65,000              50,000
     Current portion of mortgages payable                                  2,572,667              11,770
                                                                     ---------------     ---------------
          Total current liabilities                                        3,489,072           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, 11,489,990 and 7,871,424,
        respectively, shares issued and outstanding                           11,490               7,871
     Paid in capital in excess of par                                      3,787,786           3,431,380
     Common stock warrants                                                   100,000             100,000
     Notes receivable, common stock subscribed                                     -      (       29,925)
     Accumulated deficit during the development stage                 (    2,379,089)     (    1,594,084)
     Accumulated other comprehensive loss                             (    1,951,951)     (    1,912,912)
                                                                     ---------------     ---------------
                                                                      (      431,764)              2,330
                                                                     ---------------     ---------------
                                                                     $     3,057,308     $     3,892,641
                                                                     ===============     ===============


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

                                                      8
</table>
<PAGE>
<TABLE>
<CAPTION>

                                     INVVISION CAPITAL, INC.
                                         AND SUBSIDIARIES
                                  (A DEVELOPMENT STAGE COMPANY)
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                                      AND COMPREHENSIVE LOSS
                                  YEAR ENDED DECEMBER 31, 2002
                  PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001
                 AND PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002

 <S>                                               <C>                <C>                <c>

                                                                                           Cumulative
                                                                                              From
                                                         2002                 2001          Inception
                                                   -------------       -------------       -------------
Revenues                                           $           -      $            -       $           -
Cost of revenues                                               -                   -                   -
                                                   -------------       -------------       -------------
Gross profit (loss)                                            -                   -                   -

Selling and marketing expenses                             1,059              65,760              66,819
General and administrative                               588,060           1,078,481           1,666,541
Loss on disposal of assets                               215,390                   -             215,390
                                                   -------------       -------------       -------------
Operating loss                                      (    804,509)      (   1,144,241)       (  1,948,750)

Interest expense                                         206,988              47,947             254,935
                                                   -------------       -------------       -------------
Loss before income taxes                            (  1,011,497)      (   1,192,188)       (  2,203,685)

Provision for income taxes                                     -                   -                   -
                                                   -------------       -------------       -------------
Loss from continuing operations                     (  1,011,497)      (   1,192,188)       (  2,203,685)

Discontinued operations
     Income (loss) from discontinued IMI,
        including gain on disposal net
        of applicable income taxes of $0                 327,655       (     351,734)     (       24,079)
     Loss from discontinued IDI, net
        of applicable income taxes of $0           (     101,163)      (      50,162)     (      151,325)
                                                   -------------       -------------       -------------
Net loss                                           (     785,005)      (   1,594,084)     (    2,379,089)

Unrealized loss on decline in value
     of available for sale equity securities       (      39,039)      (   1,912,912)     (    1,951,951)
                                                   -------------       -------------       -------------
Comprehensive loss                                $(     824,044)     $(   3,506,996)    $(    4,331,040)
                                                   =============       =============       =============

Loss per share:
     Basic:
        Loss from continuing operations           $(        0.10)     $(        0.18)    $(         0.27)
        Income (loss) from discontinued
         operations                                          .02       (         .06)     (          .02)
                                                   -------------       --------------     --------------
         Net loss                                 $(        0.08)     $(        0.24)    $(         0.29)
                                                   =============       ==============     ==============
     Diluted:
        Loss from continuing operations           $(        0.10)     $(        0.18)    $(         0.27)
        Income (loss) from discontinued
         operations                                          .02       (         .06)     (          .02)
                                                   -------------       -------------      --------------
         Net loss                                 $(        0.08)     $(        0.24)    $(         0.29)
                                                   =============       ==============     ==============


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

                                                 9
</table>
<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
                 ---------- -------  ---------  ------- -----------  ---------  ---------- -----------  ------------  -------------
Issuance of common
  stock for cash                           520       1         524                                                            525
Issuance of common
  stock in exchange
  for debt to Rea Capital Corp       3,499,480   3,499     346,501                                                        350,000
Issuance of common
  stock in exchange for services       118,566     119       9,381                                                          9,500
Charge to expense
  uncollectible note
  receivablefor stock                                                             29,925                                   29,925
Unrealized loss on
  available for
  sale securities                                                                                            (39,039)     (39,039)
Net loss                                                                                   (  785,005)                 (  785,005)
                 ---------- -------  ---------  ------- -----------  ---------  ---------- -----------  ------------  -------------
Balance at 12/31/02      -  $     - 11,489,990 $11,490  $3,787,786   $ 100,000      $0    $(2,379,089)  $(1,951,951)  $(  431,764)
                 ========== =======  =========  ======= ===========  =========  ========== ===========  ============  =============
                        The accompanying notes are an integral part of the consolidated financial statements.
                                                                  10
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                              INVVISION CAPITAL, INC.
                                                 AND SUBSIDIARIES
                                         (A DEVELOPMENT STAGE COMPANY)
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          YEAR ENDED DECEMBER 31, 2002
                         PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001
                       AND PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002

<S>                                               <C>                 <C>                <c>

                                                                                             Cumulative
                                                                                                From
                                                        2002               2001              Inception
Cash flows from operating activities:             -------------       -------------        -------------

     Cash received from customers                 $     440,035       $     569,309        $   1,009,344
     Cash paid to employees                        (     79,295)       (    370,056)        (    449,351)
     Cash paid to suppliers                        (    162,279)       (    691,905)        (    854,184)
     Interest paid                                 (    205,988)       (    153,755)        (    359,743)
                                                  -------------       -------------        -------------
         Cash used in operating activities         (      7,527)       (    646,407)        (    653,934)
                                                  -------------       -------------        -------------
Cash flows from investing activities:

     Proceeds from sale of land                         184,610                   -              184,610
     Advances made to others                                  -        (     46,403)        (     46,403)
     Payment of real estate closing costs                     -        (    170,530)        (    170,530)
     Purchase of property and equipment                       -        (      8,207)        (      8,207)
                                                  -------------       -------------        -------------
       Cash provided by (used in)
         investing activities                           184,610        (    225,140)        (     40,530)
                                                  -------------       -------------        -------------
Cash flows from financing activities:

     Advances from stockholders                          99,395                   -               99,395
     Proceeds from issuance of common stock                 525             438,089              438,614
     Proceeds from option agreement                           -             100,000              100,000
     Proceeds from line of credit                             -           8,201,706            8,201,706
     Repayment of line of credit                   (    312,639)       (  7,889,067)        (  8,201,706)
     Proceeds from notes payable                         15,000             100,000              115,000
     Repayment of notes payable                    (      8,333)       (     50,000)        (     58,333)
                                                  -------------       -------------        -------------
        Cash provided by (used in)
         financing activities                      (    206,052)            900,728              694,676
                                                  -------------       -------------        -------------
Net increase (decrease) in cash                    (     28,969)             29,181                  212

Cash at beginning of period                              29,181                   -                    -
                                                  -------------       -------------        -------------
Cash at end of period                            $          212       $      29,181        $         212
                                                  =============       =============        =============



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

                                                  11
</table>
<PAGE>
<TABLE>
<CAPTION>
                                                 INVVISION CAPITAL, INC.
                                                    AND SUBSIDIARIES
                                             (A DEVELOPMENT STAGE COMPANY)
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            YEAR ENDED DECEMBER 31, 2002
                         PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH DECEMBER 31, 2001
                       AND PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH DECEMBER 31, 2002


                                          Reconciliation of Net Loss to
                                           Net Cash Used in Operations
 <S>                                               <C>                 <C>                <c>

                                                                                             Cumulative
                                                                                                 From
                                                         2002                2001             Inception
                                                 ---------------      ---------------    ---------------
Net loss                                         $ (     785,005)     $(    1,594,084)   $(    2,379,089)
                                                 ---------------      ---------------    ---------------
Adjustment to reconcile net loss to
     net cash used in operations:

     Depreciation                                $         1,500      $         1,641     $        3,141
     Common stock issued for services                      9,500              318,786            328,286
     Uncollectible common stock
        subscription                                      29,925                    -             29,925
     Gain on sale of subsidiary                    (     344,174)                   -      (     344,174)
     Loss on sale of land                                215,390                    -            215,390
     Decrease in accounts receivable                      43,449                    -             43,449
     (Increase) decrease in mortgages
        held for sale                                    312,639       (      312,639)                 -
     (Increase) decrease in prepaid expenses               6,783       (        6,783)                 -
     Increase (decrease) in accounts payable             523,488              490,902          1,014,390
     Increase (decrease) in accrued expenses       (      21,022)             455,770            434,748
                                                 ---------------      ---------------    ---------------
        Total adjustments                                777,478              947,677          1,725,155
                                                 ---------------      ---------------    ---------------
Net cash used in operations                      $ (       7,527)     $(      646,407)    $(     653,934)
                                                 ===============      ===============    ===============

                                            Supplemental Disclosure of Non Cash
                                            Investing and Financing Activities

Common stock issued in exchange for
     professional and investment
     advisory services                           $         9,500      $       318,786     $      328,286

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

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

Common stock issued in exchange for
     notes receivable                                          -               29,925             29,925

Common stock issued in exchange for debt                 350,000                    -            350,000


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

                                                    12
</table>
<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 planned 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 has
incurred  operating  losses since its inception and it has a net working capital
deficit of approximately $3.5 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 a business
acquisition or begin new operations.  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.





                                        13
<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 year ended
December 31, 2002 and the period February 15, 2001 (inception)  through December
31, 2001, depreciation expense totaled $1,500 and $1,641, respectively.


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 year ended
December 31, 2002 and the period February 15, 2001 (inception)  through December
31, 2001, advertising expense totaled $2,595 and $48,542, respectively.


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 year ended December
31, 2002, the period February 15, 2001  (inception)  through  December 31, 2001,
and the period February 15, 2001  (inception)  through  December 31, 2002, basic
loss per share  amounts are computed  using  9,795,014,  6,568,537 and 8,300,396
weighted average number of common stock shares outstanding,  respectively, 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.





                                       14
<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, 2002,  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.

During the year ended December 31, 2002, the Company issued 118,566 common stock
shares for consulting service. These services were recorded at their fair values
totaling $9,500 based upon closing bid prices of the Company's common stock. The
Company also issued  3,499,480  common shares in exchange for shareholder  debt.
This debt was recorded at its fair value  totaling  $350,000  based upon closing
bid prices of the Company's common stock.


3.   DISCONTINUED OPERATIONS


Invvision Mortgage, Inc.
------------------------

On June 28, 2002, the Company sold its wholly owned  subsidiary to an officer of
IMI for a $25,000 note receivable. In consideration for these assets the officer
assumed  all of IMI's  liabilities.  The  Company  recognized  a net gain on the
disposition  of  IMI  of  $344,174,   which  is  included  in  the  accompanying
consolidated financial statements as a part of discontinued operations.





                                       15
<PAGE>

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


Invvision Development, Inc.
---------------------------

On August 29, 2002,  the Company sold its wholly owned  subsidiary,  IDI, to its
President  in  lieu of  $72,150  owed  to him  and an  assumption  of all of the
outstanding  payables of IDI  totaling  $90,499.  The Company has retained a 20%
profit  interest  in a  number  of their  business  opportunities.  The  Company
recognized a net loss on this disposition of $101,163,  which is included in the
accompanying  consolidated  financial  statements  as  a  part  of  discontinued
operations.


4.   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.  This  property  was sold on April 22, 2002 to a limited  liability
company  controlled by a stockholder  for $200,000 and various items of debt. As
part of the purchase  transaction  the Company  retained  first right of refusal
with the purchaser to re-purchase  the property for $200,000 before any sale can
occur.

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
RGL  (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 RGL. RGL
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 RGL and through the  issuance of a
first,  second and third  mortgage  payable  totaling  $1,580,000,  $200,000 and
$801,000,  respectively  (Notes 6 and 14). 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 8).

In August 2002 the Company passed a board resolution to sell the 19.64 acres and
afterwards signed two contracts neither of which went through.


5.   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,  2002 and 2001,  the fair value of its  investment  totaled $0 and
$39,039.  Accordingly,  the unrealized  depreciation in value of this investment
totaling   $1,951,951  and  $1,912,912,   respectively,   is  reflected  in  the
accompanying  consolidated  financial statements as a component of comprehensive
income.


6.   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, 2003 with  principal  and accrued  interest due and payable on this
date. Each mortgage is secured by the purchased real estate and  subordinated to
each other as prioritized above. At December 31, 2002 and 2001, accrued interest
payable on each of the above notes totaled $239,022 and $39,598, respectively.

                                       16
<PAGE>

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


On December 3, 2002,  INVA #1, the wholly owned nominee  subsidiary of ICI, that
owns the property,  filed involuntary  bankruptcy under Chapter 11 of the United
States  Bankruptcy  Code. This action was taken to forestall  foreclosure by the
first lien holder and obtain additional time to sell the mortgage property (Note
14).

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 11).

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,
2003 when all principal and accrued interest is due.

In December 2002, the Company borrowed $15,000 from a holding company. This loan
bears interest at 18% and matures on December 3, 2003.


7.   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 Group, Ltd. (RGL)
--------------------------

In connection with the Company's  19.64-acre real estate  acquisition  (Note 4),
the Company  acquired an  assignment  of contract to purchase the property  from
RGL. RGL is majority owned and  controlled by RCC, which is a major  stockholder
of the  Company.  RGL'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 RGL in exchange for the assignment and, upon the purchase of the
property,  issued  another  254,000  common  stock shares to RGL and an $801,000
mortgage payable subordinated to a first and second mortgage (Notes 6 and 14).


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. On February 15, 2002, the consulting agreement with RCC
was renewed for an additional  four-month  term expiring June 15, 2002.  For the
year ended  December  31, 2002 and the  periods  February  15, 2001  (inception)
through  December  31,  2001 and  2002,  consulting  fees  incurred  under  this
agreement totaled  $140,000,  $235,000 and $375,000,  respectively.  On June 19,
2002,  3,499,480  shares of common stock were issued in exchange for $350,000 of
these liabilities. At December 31, 2002, $21,143 of liabilities remain unpaid to
RCC and included in accounts payable.

                                       17
<PAGE>

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


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

The Company leases its office  facilities and furnishings and equipment from TCM
(Note 8). 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.


8.   COMMITMENTS AND CONTINGENCIES


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

As of December 31, 2002,  the Company was not obligated  under any employment or
other agreements.


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. This
lease was  terminated by TCMC US, Inc. in September  2002 and the unpaid balance
of the lease was  forgiven.  For the year ended  December  31,  2002 and for the
period  February 15, 2001  (inception)  through  December 31, 2001, rent expense
totaled $18,235 and $51,145, respectively.


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

Through 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.  On June  28,  2002,  the IMI  subsidiary  was sold to an
officer of the Company who assumed the  liability  for the unpaid  payroll taxes
although the Company  could be held  responsible  for these taxes if not paid by
the purchaser.


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.


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 March  2004.  A loss  accrual for clean up costs has not
been provided for in the accompanying consolidated financial statements.


                                       18
<PAGE>

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


9.   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, 2002,
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.


10.  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 $809,000 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 $660,000, which also has been fully offset by a valuation reserve.
There are no other significant deferred tax assets or liabilities.

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      Year Ended     Cumulative
                                      12/31/02       12/31/01    from Inception
Tax expense (benefit) computed
     at statutory rate           $(    267,000)   $(  542,000)  $(      809,000)
Increase in valuation allowance        267,000        542,000           809,000
                                 -------------    -----------   ---------------
                                 $           -    $         -   $             -


As of December 31, 2001, the Company has approximately $2,380,000 of regular net
operating  losses to offset future  federal income tax, which expire through the
year 2012. 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.

                                       19
<PAGE>

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


11.      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 5) 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 6).

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.

12.      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.



                                       20
<PAGE>

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


13.      SEGMENT INFORMATION

The Company's  operating  segments  consisted of its mortgage banking activities
(Note  1),  its real  estate  development  activities  (Note 4) and its  general
corporate  capital  funding  activities,  each of which were  conducted  through
separate  subsidiary   corporations.   The  general  corporate  capital  funding
activities  consisted 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.  As of August 29, 2002, there were no longer any operating segments,
therefore no schedules are presented.

14.      SUBSEQUENT EVENT

On April 28, 2003, the bankruptcy plan of reorganization  was approved,  subject
to a June 20th confirmation by the secured creditors.  The  reorganization  plan
calls for the sale of the common  stock of INVA #1 for $1. The buyer then agrees
to fund the  Company  with  $350,000  cash,  assume the 19.64  acres of land and
assume the mortgages on the land,  real estate taxes and certain other  payables
attributed to the Company.





















                                       21
<PAGE>

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

     As a result of the  previously  reported  change of control the  registrant
engaged a new  independent  accountant as the principal  accountant to audit the
registrant's  financial  statements.  The new independent  accountant is Turner,
Sone & Company,  Dallas Texas.  The change in  accountants,  which was effective
January 1, 2022 was  recommended by the  registrant's  President and approved by
the board of directors.

     There were no  disagreements  with the former  accountant  on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure.


                                   PART III


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


   Name                    Age      Position                 Held Since
   ----                    ---      --------                 ----------
Edward P. Rea              62       Chairman and Director    April 2001

John Edward Rea            37       President and Director   April 2001





Edward P. Rea co-founded the Company and served as its Chairman since inception.
From 1998  through 2002 he has served as a Director of Starnet  Financial,  Inc.
and from 1994  through  1999 he served as chairman of The  Crafters  Marketplace
Ltd., a retail  craft mall.  Mr. Rea has 35 years of  experience  in real estate
development projects in Denver, Colorado,  Dallas, Texas, and Atlanta,  Georgia.
He is the father of John Edward Rea, President and Director of the Company.

John Edward Rea is President  and Director and overseas the daily  operations of
the  Company.  From May 1994 to the  present,  he has served as President of Rea
Brothers Limited.  He is founder and President of the Crafters MarketPlace with
200,000 plus square feet of rental space and 200 employees. He attended Southern
Methodist University 1983 through 1985. He is the son of Edward R. Rea.

In November 2001, The Crafters  Marketplace,  Ltd., an Ontario corporation filed
for bankruptcy protection under the Ontario Bankruptcy Act. John Edward Rea was
director  and officer of the  corporation.  The only secured  creditor,  1496707
Ontario, Inc., made a demand for payment on the companies loans. This led to the
bankruptcy  filing and  subsequently to the sale of 1496707  Ontario,  Inc, to a
company  controlled  by Rea  Brothers  Limited  of  which he is an  officer  and
director.

Item 10.    Executive Compensation

     The Company currently pays no compensation directly to its executives. This
contract  provides  for the payment of a monthly fee in the amount of $20,000 to
Rea   Capital   Corporation.   These   funds   pay  for   business   management,
administrative,  accounting  and  advisory  services.  (See  "Item  12.  Certain
Relationships and Related Transactions")


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, 2002. The table
sets  forth  the  information  based on  11,489,990  common  shares  issued  and
outstanding as of December 31, 2002.





                                       22
<PAGE>

Information is contained  herein pursuant to Item 405 Regulation  S.B.,  however
Form 3 and Form 5 pursuant to Rule 16 have not been filed as of this date

                                                     Amount and
                          Name of                    Nature of          Percent
                          Beneficial                 Beneficial            of
Title of Class            Owner                      Ownership           Class
--------------------------------------------------------------------------------
Common                    Edward P. Rea            13,500 Direct         49.92%
                                                5,735,950 shares*
                                                  owned by Rea
                                                  Capital, Inc.
                                                (see Item 12 below)

Common                    John Edward Rea       5,735,950 Shares*        49.92%
                                                   owned by Rea
                                                  Capital, Inc.
                                                (see Item 12 below)
--------------------------------------------------------------------------------
Common                    All Directors and
                          Officers as a Group    5,735,950 shares        49.92%


* Edward P. Rea and John Edward Rea are beneficial owners of the same shares.


Item 12. Certain Relationships and Related Transactions

     Automated Business Companies, Inc., which was owned by a former controlling
shareholder  of the  Company,  was in April 2001  issued  165,000  shares of the
Company's common stock in exchange for $296,550 in liabilities owed to Automated
Business Companies, Inc. In addition,  $65,455 in liabilities of the Company was
assumed  individually  by the  controlling  shareholder  as  additional  paid in
capital.

     Restlawn  Inc.  ("Restlawn")  assigned a contract for the purchase of 19.64
acres of undeveloped real estate to the Company in exchange for 3,000,000 shares
of the Company's common stock. (see "Business of the Issuer" and "Description of
Property")  At the  closing of the  purchase of this  Property  by the  Company,
Restlawn was issued an additional  254,000 shares of the Company's  common stock
and a mortgage on the undeveloped real estate in the amount of $801,000 carrying
interest  at the rate of 8% per annum.  A majority  of Restlawn is owned and Rea
Capital Corporation,  a major shareholder of the Company, controls that company.
(see below).

     Rea Capital  Corporation  ("Rea  Capital")  has entered  into a  consulting
contract  with  the  Company  to  provide  business   management  and  financial
consulting  services.  The initial term of this contract was for a period of one
year beginning on February 15, 2001. (See Item 10 "Executive Compensation") This
contract the payment of $20,000 per month plus  reimbursement of service related
expenses.  Rea  Capital is wholly  owned by Rea  Brothers  Limited,  an Ontario,
Canada  corporation  ("Rea  Brothers")  Rea Brothers is wholly owned by a family
member of an officer and two directors of the Company.

     On June 19, 2003 the Company issued 3,499,480 shares of its common stock to
Rea Capital  Corporation,  a company which is wholly owned by a family member of
an officer and two directors of the Company, in exchange for the satisfaction of
$350,000 in debt owed by the Company to Rea Capital Corporation.

     Invvision  Mortgage,  Inc. On June 28,  2002,  the Company  sold its wholly
owned  subsidiary  to an  officer  of IMI  for a  $25,000  note  receivable.  In
consideration for these assets the officer assumed all of IMI's liabilities. The
Company  recognized a net gain on the  disposition of IMI of $344,174,  which is
included in the  accompanying  consolidated  financial  statements  as a part of
discontinued operations (see Part II, Item 7, Financial Statements).

     Invvision Development, Inc. On August 29, 2002, the Company sold its wholly
owned  subsidiary,  IDI, to its  President in lieu of $72,150 owed to him and an
assumption  of all of the  outstanding  payables of IDI  totaling  $90,499.  The
Company  has  retained  a 20%  profit  interest  in a number  of their  business
opportunities.  The  Company  recognized  a net  loss  on  this  disposition  of
$101,163,   which  is  included  in  the  accompanying   consolidated  financial
statements as a part of discontinued operations. (see Part II, Item 7, Financial
Statements),

 In addition on April 22, 2002,  the Company sold  undeveloped  acreage to a
shareholder   of  the  Company  in  exchange  for  $200,000  in  cash  and  debt
forgiveness..  the  Company  recorded a loss in the amount of  $208,000  on this
transaction  but  maintained a first right of refusal to repurchase the property
for $200,000.
                                       23
<PAGE>


                                    Part III

Item 13. Exhibits, Financial Statement Schedules and
          Reports on Form 8-K



  a)  Exhibits:

Number
------
3.1    Company's Articles of Incorporation................................ (1)

3.2    Company's By-laws.................................................. (1)

10.1   Exchange Agreement between Omni Parkpass, Inc., Invvision
          Capital, Inc. and the shareholders of Invvision Capital
          Inc., dated April 20, 2001...................................... (2)


(1)     Filed as an exhibit to the Company's Registration Statement on Form
        10SB-1, filed with the Commission on June 10, 1999, and incorporated
        herein by reference.
(2)     Filed as an exhibit to the Company's Form 8-K, filed on March 7, 2001.




  (b) Reports on Form 8-K

     A report on Form 8-K was filed by the Company on March 29, 2002, concerning
the change in the  Registrant's  certified  public  accountants  from Weaver and
Tidwell to Turner, Stone & Company.





14. Controls and Procedures

Within the 90 days prior to the filing  date of this Annual  Report,  we carried
out an  evaluation,  under the  supervision  and with the  participation  of our
Principal   Executive  Officer  and  Principal   Accounting   Officer,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as defined in Rule 13a-14 of the  Securities  Exchange  Act of 1934.
Based upon that evaluation,  the Principal  Executive  Officer and the Principal
Accounting  Officer  concluded that our  disclosure  controls and procedures are
effective  in  timely  alerting  them to  material  information  relating  to us
(including our consolidated subsidiaries) required to be included in this Annual
Report.  There have been no significant  changes in our internal  controls or in
other  factors,   which  could  significantly  affect  such  internal  controls,
subsequent to the date we carried out our evaluation.









                                       24
<PAGE>






                                   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 May 12, 2003.



                    INVVISION CAPITAL, INC.


                     By:  /s/  Edward P. Rea
                          ----------------------------
                           Mr. Edward P. Rea, Chairman

         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 May 12, 2003.























                                       25
<PAGE>

                               CERTIFICATIONS

      I, Edward P. Rea, certify that:

      1. I have reviewed this annual report on Form 10-KSB of Invvision
Capital, Inc.;

      2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report;

      3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly presents in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
annual report;

      4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            annual report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to
            the filing date of this annual report (the "Evaluation Date");
            and

      c)    presented in this annual report our conclusions about the
            effectiveness of the disclosure controls and procedures based
            on our evaluation as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing
the equivalent functions):

      a)    all significant deficiencies in the design or operation of
            internal controls which could adversely affect the registrant's
            ability to record, process, summarize and report financial data
            and have identified for the registrant's auditors any material
            weaknesses in internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

      6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

      Date: May 12, 2003

                                          /s/  Edward P. Rea
                                          -------------------------------------
                                          Name: Mr. Edward P. Rea
                                          Title: Chairman






                                       26