SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB


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

                   or the fiscal year ended December 31, 2003



                           Commission File No. 0-80429


                             INVVISION CAPITAL, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

          Nevada                                                75-2823489
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                        2100 Valley View Lane, Suite 100
                               Dallas, Texas 75234
              ----------------------------------------------------
              (Address and zip code of principal executive offices)

                                 (972) 919-4774
                 -----------------------------------------------
                 (Issuer's telephone number including area code)


Securities registered under Section 12(b) of the Exchange Act: None

Securities  registered  under Section  12(g) of the Exchange  Act:  Common Stock
($.001 par value)

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

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  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. [ ]

     Issuer's revenues for its most recent fiscal year: $0

     Approximate   aggregate   market   value  of  the  voting   stock  held  by
nonaffiliates  computed  by average bid and asked  prices of such  stock,  as of
March  30,  2004.  We do not have an active  trading  market.  Therefore,  it is
difficult  to  determine  the true  market  value of the common  equity  held by
non-affiliates.  Based on the  closing  price for our Common  Stock at March 30,
2004 of $0.20 per share,  the aggregate market value of the shares of our Common
Stock held by non-affiliates would be approximately $4,533,641.

Aggregate  number  of  shares of  Common  Stock  outstanding  as of the close of
business on March 30, 2004: 28,799,163

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

Transitional Small Business Disclosure Format (check one): [ ] Yes [ X ] No
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
PART I

ITEM 1.        DESCRIPTION OF BUSINESS........................................ 1

ITEM 2.        DESCRIPTION OF PROPERTY........................................12

ITEM 3.        LEGAL PROCEEDINGS..............................................12

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............13

PART II

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.......14

ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATION OR PLAN OF OPERATION..................15

ITEM 7.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA....................25

ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE............................25

ITEM 8A.       EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES...............25

PART III

ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
               PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.....27

ITEM 10.       EXECUTIVE COMPENSATION.........................................32

ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
               AND MANAGEMENT.................................................33

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS...........35

ITEM 13.       EXHIBITS AND REPORTS ON FORM 8-K...............................37

ITEM 14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES.........................38




<PAGE>


                            FORWARD LOOKING STATEMENT

     Invvision Capital, Inc. ("Invvision") may from time to time make written or
oral  statements,  including  statements  contained  in this  report  which  may
constitute  forward-looking  statements within the meaning of Section 21E of the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act").  The words
"expect",   "anticipate",   "intend",  "consider",  "plan",  "believe",  "seek",
"should",  "estimate",  and similar  expressions  are intended to identify  such
forward-looking  statements, but other statements may constitute forward-looking
statements.  These statements should be considered  subject to various risks and
uncertainties.  Such  forward-looking  statements  are based  upon  management's
belief as well as assumptions made by, and information  currently  available to,
management  pursuant  to "safe  harbor"  provisions  of the  Private  Securities
Litigation  Reform Act of 1995 (the "PSLRA").  Such factors are described  below
and include, without limitation,  (i) market conditions for insurance companies,
(ii) market  conditions for construction  and restoration,  (iii) our ability to
raise sufficient working capital to fund operations, (iv) our ability to attract
and retain qualified management,  (v) our ability to successfully  implement the
PropertySMART(sm)  program and (vi) changes in the  legislative  and  regulatory
environment.  Many of such factors are beyond Invvision's  ability to control or
predict,   and  readers  are  cautioned  not  to  put  undue  reliance  on  such
forward-looking  statements.  Invvision does not intend to update or reissue any
forward-looking  statements  contained  in  this  report  as  a  result  of  new
information  or  other   circumstances  that  may  become  known  to  Invvision.
Forward-looking  statements  made by us in this report are also subject to those
risks identified  within the section  entitled "Risk Factors"  beginning on page
10.

<PAGE>
                                     PART I

     Unless  this Form  10-KSB  indicates  otherwise  or the  context  otherwise
requires the terms,  "we," "our," "us,"  "Invvision," "RG America" or "Invvision
Capital"  as  used  herein  refer  to  Invvision   Capital,   Inc.,  our  direct
wholly-owned  subsidiary,   Restoration  Group  America  2003,  Inc.,  which  we
sometimes refer to as "RGA 2003" and our indirect wholly-owned subsidiaries, (i)
RG Insurance Services, Inc., which we sometimes refer to as "RGIS", (ii) RG Risk
Management,  Inc., which we sometimes refer to as "RGRM",  (iii) RG Restoration,
Inc.,  which we sometimes refer to as "RG" and (iv)  Restoration  Group America,
Inc.,  which we  sometimes  refer to as "RGA".  References  herein to the fiscal
years 2002 and 2003 mean our fiscal  years  ended  December  31,  2002 and 2003,
respectively.


ITEM 1. DESCRIPTION OF BUSINESS

Overview
--------

     We provide a broad array of fee-based  services that address  clients' risk
management  needs for their real estate  assets.  We do this by dealing with all
procedures  and costs  associated  with the risk of a possible loss such as loss
control activities and purchasing  traditional  insurance products. We also deal
with the  consequences  of a loss after it has  occurred  by  adjusting  claims,
restoring  property and  minimizing  business  interruption  costs.  We have two
direct wholly-owned non-operating subsidiaries,  Restoration Group America 2003,
Inc., and Invvision Funding, Inc., three indirect wholly-owned primary operating
subsidiaries, (i) RG Insurance Services, Inc., (ii) RG Risk Management, Inc. and
(iii)  RG  Restoration,   Inc.  and  one  indirect  wholly-owned   non-operating
subsidiary, Restoration Group America, Inc.

                                       1
<PAGE>


RG Insurance Services, Inc.

     RGIS, a Texas corporation,  was organized in September 2003 to operate as a
general  multi-lines  insurance  agency.  It is licensed  as a Texas  Property &
Casualty and Life & Health agency. During the year ended 12/31/03, RGIS received
gross  premiums  of nearly  $108,000  earned on  approximately  $3,000,000 of
annual premiums. In addition to pursuing traditional commercial agency business,
RGIS will serve as the retail agent for our PropertySMART(sm)  insurance related
program described in the PropertySMART(sm) Services and Products section of this
Report. Texas, like most states,  requires insurance agents to collect and remit
certain fees and taxes on insurance  policies  written on an "excess and surplus
lines" basis.  Since these policies are not subject to rate and form regulation,
states impose additional licensing requirements on agents writing such business.
Accordingly,  RGIS is currently completing licensing  requirements for its Texas
surplus lines  license.  RGIS hopes to obtain  necessary  licenses in all of the
states where we do business by the end of 2004.



RG Risk Management, Inc.

     RGRM, a Texas  corporation,  was also organized in 2003 and operates as our
risk management division,  providing claims management, third party inspections,
adjusting and underwriting services.  These services will be provided in support
of PropertySMART(sm), as well as on a fee basis to other customers. We intend to
be a valuable  asset to the  customers  of RGIS by aiding them in  reducing  the
frequency and severity of losses through the implementation of our comprehensive
loss control program.



RG Restoration, Inc.

     RG is a Texas corporation  organized in 2003. It performs  restoration work
on multi-family  properties  (primarily apartment buildings) which have suffered
an  insured  loss  such as a fire,  flood  or hail  damage.  We may  also act as
construction  managers  on  selected  restoration  or  construction  projects in
conjunction with the PropertySMART(sm) program.



Restoration Group America, Inc.

     Restoration  Group  America,  Inc.  currently  employs  some members of our
management  firm and  currently  it holds the  intellectual  property  rights to
PropertySMART(sm).



Our History
-----------

     Since our  incorporation in May 1998 until July 2000 we were known as Asset
Servicing   Corporation   ("ASC").   We  were  originally  in  the  business  of
originating,  underwriting,  documenting, closing, funding, and servicing leases
for manufacturing and transportation equipment for businesses.

     On July 10, 2000, we merged with ParkPass.com, Inc. and changed our name to
Omni ParkPass, Inc. ("OPPI"). At that time we entered the business of designing,
developing  and  integrating  software  systems  in the live  entertainment  and
amusement park industries. These efforts were later discontinued due to the high
entry costs to the users.


     On April 28, 2001, we acquired all of the  outstanding  shares of Invvision
Capital,  Inc., a Texas  corporation and changed our name to Invvision  Capital,
Inc. We became a commercial and industrial

                                       2
<PAGE>


real  estate  and  business  development  company.  At the time,  we also  added
mortgage banking as a separate operating division.  Our business strategy was to
pursue vertically-integrated projects including the acquisition, development and
operation of retail food outlets, fuel outlets and power generation  facilities.
We  implemented  this  strategy  by  focusing  on  the  development  of  venture
relationships  with  Native  American  Indian  tribes  recognized  by  the  U.S.
Government.

     In April 2002 we discontinued  our mortgage  banking  business and sold the
related  assets to the CFO of our mortgage  banking  subsidiary  due to mounting
regulatory and financial pressures.  In June 2002 we sold the remaining mortgage
banking subsidiary in its entirety.

     In August 2002 we also sold our real estate  development  subsidiary to its
president,  retaining  a  net  profits  interest  in  several  of  the  business
opportunities.  In August  2002,  we  discontinued  our efforts in  establishing
retail  outlets due to capital  resource  shortages as well as  difficulties  in
negotiating  with various Native American Indian tribes to establish these types
of development projects.

     From August 2002 through  November 2003, we were an inactive  publicly-held
corporation pursuing a business combination with a privately-held company in the
commercial and industrial real estate business.

     Effective as of December 30, 2003,  we acquired all of the capital stock of
Restoration  Group America 2003, Inc., a Texas  corporation ("RGA 2003") and its
wholly-owned  subsidiaries (i) RG Insurance Services,  Inc., a Texas corporation
("RGIS") which is a general insurance agency and (ii) RG Risk Management,  Inc.,
a Texas  corporation  ("RGRM")  which is engaged in the  business  of  providing
claims  management  services,  (iii) RG Restoration,  Inc., a Texas  corporation
("RG")  which is engaged  in the  business  of  performing  commercial  property
restoration  services  and  (iv)  Restoration  Group  America,   Inc.,  a  Texas
corporation   ("RGA")   which  holds  the   intellectual   property   rights  to
PropertySMART(sm).  The entities  sometimes referred to herein as RGIS, RGRM, RG
and RGA are now our indirect wholly-owned subsidiaries.

     We conduct our business through three indirect  wholly-owned  subsidiaries,
RGIS,  RGRM  and RG.  For  purpose  of the  "Business"  section,  references  to
"Invvision", the "Company", "RG America", "we", "our" and "us" include RGA 2003,
RGA, RGIS,  RGRM and RG, unless  otherwise  indicated.  Our principal  executive
office is located at 2100 Valley View Lane, Suite 100, Dallas,  Texas 75234, and
our telephone number is (972) 919-4774.



Corporate Mission
-----------------

     Our  corporate  mission is to provide a broad  array of fee based  services
that address  clients' risk management  needs.  Therefore,  a definition of risk
management  largely  defines the products and services the Company  provides.  A
traditional definition of risk management includes the following four steps:

o    Risk identification, evaluation and quantification;
o    Determination  of optimum risk management  solutions  including  avoidance,
     reduction, transfer and retention;
o    Implementing and financing of the risk management program; and
o    Monitoring the effectiveness of the risk management program.

Risk management  includes all procedures and costs associated with the risk of a
possible  loss,  such as loss  control  activities  and  purchasing  traditional
insurance  products.  It also includes  dealing with the  consequences of a loss
after  it has  occurred,  such as  adjusting  claims,  restoring  property,  and
minimizing business interruption costs. As explained in more detail elsewhere in
this Report, we offer substantially all of these services


                                       3
<PAGE>

     Risk management services are traditionally  provided by insurance companies
who actually retain a substantial  portion of the associated  underwriting risk.
We do not assume  underwriting risk. To do so would greatly increase  enterprise
risk and  would  require  significantly  more  capital,  the  return on which is
unlikely to justify its  deployment.  We  consider  the ability to generate  fee
income from risk management  services without  incurring  certain business risks
typically associated with underwriting  (insurance cycles,  adverse loss reserve
development,  regulatory issues,  etc.) as a significant  strategic advantage of
our  business  plan.  From a corporate  perspective,  the role of our  insurance
related programs is to generate  commission and service revenue from alternative
risk financing and through access to traditional retail and wholesale  insurance
markets.

     To minimize possible errors and omissions  exposure to us, it is our intent
to accept insurance  "paper" or policies from well capitalized  carriers with an
A- or better rating from the major insurance  rating  agencies  (i.e.,  Moody's,
Standard & Poors, AM Best, etc.).



U.S. Insurance Industry Overview
--------------------------------

     The  property/casualty  insurance  industry  reported a  statutory  rate of
return of 9.3 percent in the first nine months of 2003, up from a  disappointing
1.0 percent in 2002 and the  worst-ever  negative 2.4 percent  recorded in 2001.
These results were reported by the Insurance  Services Office,  Inc. ("ISO") and
the National Association of Independent Insurers ("NAII").

     Net written  premiums  during the first nine months of 2003 totaled  $308.6
billion,  up a healthy 10.1 percent from the same period last  year-keeping  the
industry on track to exceed $400 billion in net  premiums  written for the first
time in its history.

     The  outlook  for  2004  includes   improved   profitability,   but  unless
catastrophe  results  in 2004  are  abnormally  low  and/or  investment  returns
unexpectedly robust, the  property/casualty  insurance industry will not be able
to produce the  outsized  returns  necessary  to leapfrog the Fortune 500 group,
especially  as the  improving  economy  propels the fortunes  (and ROEs) of most
other industries while the current hard market continues to lose steam.

     Pricing  will  neither be too high nor too low and  business  and  consumer
demand for insurance  will  generally be met with  relatively few areas of acute
shortage.  Interest  rates will rise but not too quickly,  lest bond prices fall
too much.

     The first nine  months of 2003  represents  the first  sustained  period of
truly good financial performance the property/casualty insurance has experienced
since the current hard market began more than three years ago. The fact that the
industry's  statutory return on average surplus was just 9.3 percent,  despite a
combined ratio of just 100.3, is a stark reminder that  additional  improvements
in underwriting  are needed if the industry hopes to generate  Fortune 500 rates
of return in the 12 to 15 percent range anytime soon. As the industry heads into
2004, many insurers will be focused on the issue of financial  strength and will
take steps toward reversing the multi-year slide in ratings. These measures will
better prepare them to deal with the challenges and uncertainties that lay ahead
in 2005 and beyond.

U.S. Construction Industry Overview
-----------------------------------

     The restoration industry does not compile metrics on an industry basis. The
U.S. Census Bureau combines all construction related activity into several broad
categories.  Our business  falls  primarily  into


                                       4
<PAGE>

the category called  "Private  Construction,  Multi-Family."  In the most recent
report, the Census Bureau reports that total Private  Construction  spending for
2004 is projected to run at an annualized  $715.8  billion.  This is nearly 7.2%
above the run rate for 2003. Of this total  Multi-Family  construction  spending
(the  area  in  which  we  derive  nearly  all of our  restoration  construction
revenues)  is  forecast  to exceed $33  billion.  This is about  level with 2003
spending. General industry forecasts call for increased construction spending in
2004.

     Due to low inflation the cost of construction materials has remained and is
forecast to remain  nearly flat.  There is surplus of labor  available  which is
holding labor costs steady.

     Damage  from fire plus  water,  wind and  other  acts of nature  occur on a
regular  basis  and  are  not  subject  to  economic  conditions.   Repairs  and
restoration are the only way to return these  properties to a revenue  producing
status  in a  timely  manner.  Nearly  all of  these  repairs  are  paid  for by
insurance, which must be held on multi-family properties.  These factors greatly
limit our exposure to general economic conditions or short term swings.



Our Strategy
------------

     We offer three main types of services:

o    A  full-service  risk  management  program  designed  for the  multi-family
     housing industry;
o    A general lines insurance  agency  specializing in placing business related
     insurance for a variety of customers; and
o    A multi-family housing and commercial real estate restoration division.

     Our  risk  management  programs  and  insurance  agency  are  opportunities
identified by the management of the restoration  construction business conducted
by our  subsidiary  RG.  Each  of  our  operating  subsidiaries  was  formed  to
capitalize  on our historic  roots within the risk  management  industry and the
affinity group of customers that we have developed  through superior service and
customer  value  generation.  We believe  synergies  can be realized by directly
marketing a full  spectrum of risk  management  products  and services in a less
competitive,  more loyal  environment.  This strategy also creates a diversified
stream of recurring revenue that is far less cyclical in nature than traditional
risk  management or  construction  income.  Therefore,  although each unit has a
unique marketing strategy and product  portfolio,  marketing efforts are closely
coordinated and complementary, and share certain key elements.

     An important component of any corporate marketing strategy is selecting the
basis of  competition.  We can  choose  to  compete  on  price,  service  and/or
products.  Competing on product alone can mean offering the widest  selection or
the highest quality product lines.  Many companies can compete on any one or two
of these  bases,  but cannot  deliver all three.  We believe it is, for example,
inconsistent to offer superior service and premium products at a discount price.
Our business units provide on superior  service and, to varying  degrees,  lower
prices.

Services and Products
---------------------

PropertySMART(sm)

     We are developing a property risk management  program to address these risk
management  needs in the  multi-family  housing  industry.  The program  will be
marketed under the acronym

                                       5
<PAGE>

PropertySMART(sm),  or Property Strategically Managed Alternative Risk Transfer.
One of the basic goals is to align the  interests  of  insurance  companies  and
owners,  thereby  providing  adequate  coverage and prompt claim settlements for
reasonable  premiums.  PropertySMART(sm)  will  include  extensive  loss control
efforts and comprehensive underwriting.

     We will  receive  fee-based  income for all services  provided  through the
PropertySMART(sm)  program, except restoration work, for which we will receive a
fixed percentage over actual  construction  costs.  Program revenues will likely
contain  an  element  of  incentive  based  commissions,   wherein  RGA's  total
compensation  will be partially a function of the program's risk  management and
loss   reduction   products.   Since  it  is  a  primary   goal  to  manage  the
PropertySMART(sm)  program to as low a loss level as  possible,  we believe that
our resulting loss of construction revenue (with less losses occurring under the
program) will be partially offset by increased commission income, thus producing
a more predictable stream of recurring revenues for the entire organization.

     Initially,   PropertySMART(sm)   will  be  directly  marketed  to  existing
customers of RG. These  property  owners and managers  control  several  hundred
thousand  units,  however,  not all of  these  will  meet  program  underwriting
standards.  Other  sources of potential  customers  are forecast to be national,
regional and local apartment  associations who will be made aware of the program
by exhibiting at their trade shows and advertising in their trade  publications.
PropertySMART(sm)  will also have the ability to accept  insurance  applications
from  traditional  retail agents,  but expects to do so only on a limited basis,
most likely in situations  where strong  existing  customer/agent  relationships
exist.

     Superior service for the PropertySMART(sm)  program will include a level of
underwriting,  loss control and claim  restoration  services that we believe are
unmatched  currently in the multi-family  housing segment of the risk management
industry.



Insurance Coverage

     We  operate  a general  lines  insurance  agency  specializing  in  placing
business-related  insurance for a variety of  customers.  RGIS is able to handle
the insurance  placement  needs for  virtually all lines of insurance  including
general  liability,  workers  compensation,   property,  commercial  automobile,
umbrella,  directors and officers  liability (D&O),  errors and omissions (E&O),
employment  practices  liability (EPLI),  surety bonds,  group health,  life and
disability  insurance.  RGIS places this coverage  through many major  insurance
companies including Zurich, Travelers,  Hartford and AIG. Additionally, we offer
clients a  complete  portfolio  of  investment  products  such as mutual  funds,
variable   annuities,   retirement   programs,   and   Professional   Employment
Organization (PEO) programs through several key strategic alliances.

     Like our other business units, RGIS stresses customer service and value. It
simply requires developing,  maintaining and communicating a sense of urgency in
addressing all aspects of clients risk management  needs, from the initial sales
call through the actual claims settlement.  It also requires doing business with
insurance  company  partners who share our sense of urgency and  service.  In an
industry where  mediocre  customer  service is often accepted as the norm,  RGIS
follows an approach to business that has resulted in a customer retention record
that is almost  unheard of. RGIS's  President is Ms.  Evelyn  Rawls,  a seasoned
insurance  industry veteran who brought with her an established book of business
with approximately $3,000,000 of annual premiums.

     RGIS  is  targeting  several  distinct  customer  groups  in its  marketing
efforts.  The first is growing the existing book of business  referred to above.
It has two major  concentrations  outside  of  habitational  insurance,  medical
malpractice business for physicians'  management groups and the food service and
restaurant  industries.  Customers  include  state-wide  franchises  of  several
national restaurant chains and a national food processing company. We believe an
additional area for revenue growth is enticing


                                       6
<PAGE>

established  insurance agent producers to transfer their existing customer lists
to  RGIS  in  exchange  for  receiving  a  more  favorable   commission  sharing
arrangement than agents typically  receive.  RGIS is aggressively  pursuing such
opportunities for growth, and expects to successfully execute this plan.

     In  addition  to  providing   property   insurance  (in  conjunction   with
PropertySMART(sm)),  we offer multi-line  agency services for apartment  owners'
other insurance needs including workers  compensation,  employee benefits,  auto
and general  liability  policies.  The  combination of these  ancillary lines of
insurance usually costs the property owners  additionally,  about as much as 50%
of the actual the property insurance. As previously mentioned, not all apartment
complexes in our existing customer base meet program underwriting standards. For
these properties,  RGIS will offer traditional  insurance  placement,  including
placing property coverage through other markets.



Insurance Restoration Services

     The insurance  restoration  business is a highly competitive and fragmented
industry. This is due to high profit margins, coupled with low economic barriers
to entry. While gross profit margins on residential construction might be in the
10% to 15% range,  restoration  contractors typically enjoy margins in excess of
25%.  Although timely  receivable  collections  can be problematic,  restoration
contractors experience minimal credit risk since their bills are usually paid by
insurance  companies,  a significant  advantage  over  residential  contractors.
Finally,  the  insurance  restoration  industry is largely  recession  proof and
non-cyclical. Hurricanes, tornadoes, hail storms, floods and fires, along with a
host of other  natural and  man-made  perils,  combine to generate a  year-round
stream of potential customers without regard for the state of the economy.

     There  are  generally  two  parts to the  insurance  restoration  industry,
remediation (or mitigation) and reconstruction. As the name implies, remediation
means stopping or reducing  further  losses.  It includes such services as water
extraction  and  smoke  removal,  and  is  often  limited  to  working  with  an
apartment's  interiors and  contents.  The  reconstruction  side of the business
involves demolition and replacement of damaged structural components. Currently,
the  majority  of  our  revenues  are  derived  from  reconstruction.   RG,  our
restoration and construction subsidiary, encounters significant competition from
local,  regional and nationally  franchised  companies on both  remediation  and
reconstruction  contracts.  The later two companies are national franchises.  In
this relationship driven business, some competitors focus on insurance companies
(sometimes as preferred vendors) as their client, while others such as RG places
its focus on property owners and managers, who are the policyholders.

     Since the insurance restoration industry is a relationship driven business,
we have  consistently  followed a marketing  approach of building  relationships
with  policyholders  and/or public  adjusters hired to represent  policyholders'
interests  in  settling  losses.  Securing  contracts  on losses  not  involving
existing relationships often involves "chasing fire trucks" or following storms.
Our  technology  includes  digital  pagers  that notify our sales force of every
dispatched  fire/emergency truck in their marketing territory.  We have parlayed
these one-on-one efforts into a portfolio of satisfied clients who currently own
or manage several hundred thousand apartment units. Although RG's primary source
of future business is expected to come from servicing PropertySMART(sm) customer
losses,  it fully  intends to continue to pursue  non-program  related  business
through  historic  marketing  channels and efforts.  Although  such  business is
inherently less  predictable  and more costly to obtain,  its profit margins are
extremely lucrative because they are "whatever the market will bear" rather than
limited by prior agreement with insurance  company  partners.  Additionally,  we
will  continue  to  offer  restoration  services  to  existing  customers  whose
apartment   complexes  are  not  part  of  or  fail  to  qualify  for  insurance
incorporating PropertySMART(sm).


                                       7
<PAGE>

     Our  insurance   restoration   division  has  traditionally   targeted  the
multi-family  housing industry.  RG does not actively pursue contracts involving
total  losses,  but  concentrates  on those  where the  restoration  of  damaged
structures is possible.


Sales and Marketing

     Our insurance  agency is enjoying  strong growth based on the high level of
service it offers as well as the extensive experience of the management. We will
continue to build upon these strengths.  We intend to remain a full lines agency
but focus on the restaurant,  medical and habitational markets. We will continue
to  employ  traditional  selling  techniques  as well as enjoy  strong  referral
business by using our broad ranging  contacts and  exceptional  reputation.  The
agency will increase its manpower,  attracting  successful  agents with existing
books of business. Strategic partnerships with specialty insurance professionals
are being  pursued  because it believed  they will  assist us in adding  product
offering and offering competitive solutions.

     We  believe  that  insurance  is one of the  largest  and  fastest  growing
expenses of all real estate operations, such as apartment complexes, behind only
debt service costs and  (occasionally)  property taxes.  This financial  squeeze
sets a  pre-existing  interest in any solution that can deliver  stable to lower
premiums with manageable deductibles.

     RG Restoration,  Inc continues to follow traditional  methods for obtaining
restoration work. We compete for restoration contracts at loss locations. We use
a variety of  techniques  to determine  where there are losses from fire,  wind,
storm etc. and to position ourselves to be in contact with the decision maker on
each loss. Because of RG's expertise in construction we have been approached and
are evaluating  build-to-suit  industrial and commercial  projects.  Some of our
subsidiaries  are members of several trade and industry  groups which provide us
excellent  contacts for sales calls.  Each  subsidiary  promotes and markets the
services  and  programs  of  the  other  operating   subsidiaries.   This  cross
pollination  can be both  informal as well as within a defined  program  such as
PropertySMART(sm).  Further, we have and will continue to use expert consultants
to assist us in  targeting,  contacting  and  marketing to those sectors we have
identified for concentration.

     The  PropertySMART(sm)  program will be a major on-going branding effort of
ours as well as promoting  all the RG America  family of companies  under the RG
America  designation.  We have chosen to do what is often  called  "rifle  shot"
marketing  and  advertising  techniques  rather than broad based  efforts to our
defined  audience  due to its cost  effectiveness.  We have  applied to register
PropertySMART(sm)  as a service mark with the United States patent and Trademark
Office and believe it will be granted.



Competition
-----------

     We do not  believe  that  we  have  any  competitors  with  respect  to the
aggregate  suite of  services we offer,  and  particularly  with  respect to our
PropertySMART(sm) program.

     However, our insurance agency and our restoration construction company both
operate in very large industries, each with substantial competition.

     In Texas, there are approximately 5,400 separate insurance agency entities,
employing  80,000  insurance  agents.  Of these,  approximately  2,500 insurance
agencies provide commercial  insurance  services.  For 2002,  insurance agencies
licensed to do business in Texas  collected  $2.5  billion in  commissions  from
their insurance company partners. RGIS focuses on commission-based  property and
casualty insurance  placements,  as well as providing Life,  Accident and Health
insurance  for  selected

                                       8
<PAGE>


businesses.  RGIS  seeks to  maintain  a  competitive  advantage  over the other
agencies  discussed above, with its service and promoting the  PropertySMART(sm)
program.

     Our restoration construction company operates in a multi-billion dollar per
year industry where there are low barriers to entry and little to no regulation.
Consequently   the  industry  is  fragmented   with   thousands  of  restoration
contractors  ranging in size from international  giants to solo handymen working
from the back of a pickup  truck.  However,  despite the industry  confusion and
competition,  we seek to maintain a competitive advantage over other restoration
companies with our PropertySMART(sm) program.


Employees
---------

     As of December 31, 2003, we had 14 full-time employees as detailed below:

                           Sales                     4
                           Administration            5
                           Operations                5


Labor Relations

     None of our employees are  represented by a labor union. We believe we have
and will continue to have a good  relationship  with our  employees.  Management
meets with employees  periodically  to discuss our  objectives,  as well as more
specific labor issues, such as scheduling,  compensation and work rules. Much of
the labor on our  construction  and restoration  crews are independent  laborers
hired on a job-by-job basis.



Government Regulations
----------------------

     RG  Insurance  Services,  Inc.  is  regulated  by the Texas  Department  of
Insurance  ("TDI").  Among other regulations and requirements,  TDI requires the
following from our agency:

o    Errors & Omissions insurance in the amount of at least $1,000,000;

o    All RGIS officers and voting shareholders must be licensed  individually as
     insurance agents by TDI; and

o    All  RGIS  employees  producing  new  business  or  consulting  clients  on
     insurance  purchasing  or  premium  issues  must  hold an  insurance  agent
     license.

     Our other  subsidiaries  are  subject to  various  state and local laws and
regulations regarding construction activities and building codes.


                                  RISK FACTORS

     In addition to the other  information  contained in this report,  including
risks and uncertainties  described elsewhere,  the following risk factors should
be considered in evaluating us. The risks and  uncertainties  described below or
elsewhere  in this  report are not the only ones we face.  Additional  risks

                                        9
<PAGE>

and  uncertainties not presently known to user that we currently deem immaterial
also may impair our business and operations.  The following list of risk factors
would not be considered as all inclusive.  If any of the following risks were to
occur, our business,  financial  condition,  operating results and all-inclusive
cash flows could be  materially  affected,  all of which might cause the trading
price of our securities to decline.

Risks Related to the Company
----------------------------

We have only recently begun operations as a consolidated group and are presently
incurring losses.

     We have only operated as a  consolidated  group for a short period of time.
Consequently,  our  business  profile  is that of a  development-stage  company.
Typical of a  development-stage  company,  our  ability to  generate  revenue is
subject to substantial uncertainty and risk. In addition, we anticipate that our
operating  expenses will increase  substantially in the foreseeable future as we
purchase  additional  systems,  equipment  and increase our sales and  marketing
activities.  Accordingly,  we expect to incur losses at least through the end of
fiscal  year 2004 and may  continue  to incur  losses for some time  thereafter.
There can be no assurance that we will begin expanded operations successfully or
on a  timely  basis  or that we will be able to  achieve  or  sustain  operating
profitability.  Our success may ultimately depend on our management's ability to
react  expeditiously  to changes  and  challenges  that have not been taken into
account in our business plan.

We have a need for additional financing.

     We require substantial  capital to pursue our operating  strategy.  We need
additional working capital to finance the accounts  receivable  generated by our
construction  division and to hire additional  sales and marketing people as our
business grows in states outside of Texas.

     We will need additional  capital to (i) retire our  indebtedness,  (ii) for
working  capital  requirements,  and  (iii) to  obtain  additional  systems  and
improvement  to  our   facilities,   equipment  and  satisfy   further   capital
requirements.  We cannot assure you that we will be able to raise needed capital
from  other  sources  on terms  favorable  to us.  If we are  unable  to  obtain
sufficient  capital in the future,  our ability to pursue our business  strategy
and our results of operations for future operations may be impaired.

Our  additional  financing  requirements  could  result in  dilution to existing
stockholders.

     If additional  financing is required,  it could be obtained  through one or
more  transactions  which could  effectively  dilute the ownership  interests of
stockholders. Further, there can be no assurances that we will be able to secure
such additional  financing.  We have the authority to issue additional shares of
Common Stock, as well as additional classes or series of ownership  interests or
debt  obligations  of the  Company  which may be  convertible  into any class or
series of ownership  interests of the Company.  We are authorized to issue up to
300,000,000  shares of Common Stock and  35,000,000  shares of preferred  stock.
Such  securities  may be issued  without the  approval  or other  consent of the
holders of our Common Stock.

Public adjusting firms in Texas may not make referrals to restoration  companies
in which they have a financial interest.

     Since  September  1, 2003,  under the  provisions  of S.B.  127,  the Texas
legislature  has banned  public  adjusting  firms within the State of Texas from
referring  restoration services contracts to restoration companies in which they
have a financial  interest.  Prior to September 1, 2003,  restoration  companies
such as RG have  historically  derived a large  portion of their  revenues  from
contracts  for  restoration  services  that have been referred to them by public
adjustment  firms that had a financial  interest in the  referral.  Accordingly,
public  adjustment  firms may be less likely to make  referrals  of  restoration
services  to  companies  such as RG  because  they may no  longer  have a direct
financial
                                       10
<PAGE>
incentive to do so. As a result,  there is no assurance  that we will be able to
obtain  sufficient  revenues  from new  restoration  services  contracts  in the
future. This would have a material adverse affect on our financial results.

Established  competitors with greater  resources may make it difficult for us to
market our products  effectively  and offer our products or services and compete
effectively.

     The property  insurance and  insurance  restoration  businesses  are highly
competitive  and  many  of our  competitors  have  substantially  greater  other
resources.  We compete  with both large  national  writers and smaller  regional
companies  including  companies which serve the independent  agency market,  and
companies  which sell insurance  directly to customers.  Some of these companies
may have  certain  competitive  advantages  over us,  including  increased  name
recognition,  loyalty of their customer base,  lower cost  structures and longer
operating histories.  In the past,  competition in the property insurance market
has included offering significant rate discounts,  and there can be no assurance
that these  conditions  will not recur.  Although a number of national  insurers
that are much larger than we are do not  currently  compete in a material way in
the multi-family  property market,  if one or more of these companies decided to
aggressively  enter the market,  it could have a material  adverse effect on us.
These companies include some that may be able to sustain  significant  losses in
order to acquire market share, as well as others which use distribution  methods
that compete with our distribution  channels.  There can be no assurance that we
will be able to compete effectively against these companies in the future.

Our future  success  will be  dependent on our ability to attract and retain key
personnel.

     Our future success  depends  significantly  upon the efforts of certain key
management personnel, including: John E. (Ted) Rea, our Chief Executive Officer;
James A. Rea, our President and Chief Operating Officer;  Robert A. England, our
Chief Technology Officer; Rick Nelson, our Executive Vice President - Marketing;
Kevin L. Dahlberg, our Senior Vice President - Finance and Secretary;  Evelyn M.
Rawls,  our Vice  President -  Insurance  Operations;  David G. Jones,  our Vice
President - Loss  Control;  and George  Mikez,  Vice  President  -  Construction
Operations.  Invvision intends to enter into employment  agreements with Messrs.
Rea, Rea, Nelson,  Dahlberg,  England, Jones, Mikez and Ms. Rawls, as members of
our  Management   Team.   There  is  no  assurance  that  we  will  be  able  to
satisfactorily  maintain such  agreements.  Our  subsidiary,  Restoration  Group
America,  Inc., does have employment  agreements with Messrs. Rea, Rea, England,
Nelson, Dahlberg and Ms. Rawls. The loss of key personnel could adversely affect
our  business.  As we  continue  to grow,  we will need to  recruit  and  retain
additional qualified management personnel, and there can be no assurance that we
will be  able  to do so.  We  currently  do not  maintain  either  key man  life
insurance on any of our management,  or directors and officers insurance for our
management.

We have a limited market for our Common Stock, and our stock price is volatile.

     Our  Common  Stock is not listed on any  national  securities  exchange  or
quoted on the Nasdaq  National  Market or Nasdaq  Small Cap Market.  Instead our
Common  Stock is  currently  quoted  on the  Bulletin  Board  under  the  symbol
"INVA.OB."  Trading on the Bulletin Board is sporadic and highly  volatile.  The
market price for our Common Stock has fluctuated in the past and may continue to
fluctuate in the future. The market price of our Common Stock is subject to, and
will  continue to be subject to, a variety of factors,  including  the  business
environment;  the  operating  results of companies in the  industries  we serve;
future  announcements  concerning  our  business or that of our  competitors  or
customers;  the  introduction  of new  products  or changes  in product  pricing
policies by us or our  competitors;  litigation  matters;  changes in  analysts'
earnings statements;  developments in the financial markets; quarterly operating
results;  and perceived dilution from stock issuances for acquisitions and other
transactions. Furthermore, stock prices for many companies fluctuate for reasons
that may be unrelated to their operating results. Those fluctuations and general
economic, political and market conditions, such as recessions, terrorist actions
or other military actions, or international  currency

                                       11
<PAGE>

fluctuations,  as well as public  perception of equity values of publicly traded
companies may adversely affect the market price of our Common Stock.

Concentration of Stock Ownership.

     Our  officers,  directors  and a small  number  of  principal  stockholders
directly and beneficially own a majority of our issued and outstanding shares of
Common Stock. If these stockholders were to vote in unison,  together they would
have the ability to control the election of our  directors  and other  corporate
actions requiring stockholder approval.

The  substantial  growth  projected by us, if achieved,  must be efficiently and
effectively managed.

     Our  projected  growth  will  likely  place  a  significant  strain  on our
managerial, operational and financial resources. We need to:

o    improve  our  financial  and  management  controls,  reporting  systems and
     procedures;

o    expand,  train and manage our workforce for  marketing,  sales and support;
     and

o    manage multiple  relationships with various customers,  investors and third
     parties.

As a holding  company,  we are  dependent  on the results of  operations  of our
subsidiaries.

     Invvision  is a company and a legal entity  separate  and distinct  from RG
Risk Management,  Inc., RG Insurance  Services,  Inc., RG Restoration,  Inc. and
Restoration  Group  America,  Inc. The first three are our  principal  operating
subsidiaries,  which are indirectly  owned by us. As a holding  company  without
significant  operations  of our own,  the  principal  sources  of our  funds are
management  fees,   dividends  and  other   distributions   from  our  operating
subsidiaries.  In turn,  our  principal  sources of revenues  for our  operating
subsidiaries are construction  revenues on the restoration  services provided to
our clients and  commissions  earned on insurance  policies  placed by RGIS. Our
rights,  and  consequently  your rights as  stockholders,  to participate in any
distribution of assets of our operating subsidiaries are subject to prior claims
of customers and  creditors,  if any, of RG, RGRM and RGIS (except to the extent
that our  rights,  if any,  as a creditor  are  recognized).  Consequently,  our
ability to pay debts,  expenses and cash  dividends to our  stockholders  may be
limited.


ITEM 2. DESCRIPTION OF PROPERTY

     Our principal executive and administrative offices are presently located at
2100 Valley View Lane, Suite 100, Dallas,  Texas 75234. We currently lease, from
an unrelated third party,  8,647 square feet of office space on a month to month
basis for  $12,971.00  per month or $18.00  per square  foot.  We  consider  the
facilities to be suitable and adequate for our needs for the foreseeable future.
Additional  space is available for lease in our building if we should need it in
the future.  In the opinion of our  management,  our  properties  are adequately
covered by insurance.


ITEM 3. LEGAL PROCEEDINGS

     We are currently not a party to any pending material legal  proceeding.  To
the knowledge of our management,  no federal, state or local governmental agency
is presently  contemplating  any proceeding  against us. To the knowledge of our
management,  (i) none of our directors,  executive  officers or affiliates,  and
(ii) no owner of record of  beneficially of more than 5% of our Common Stock, is
a  party  adverse  to us  or  has  a  material  interest  adverse  to us in  any
proceeding.

                                       12
<PAGE>

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

     On November 26, 2003, a majority of our shareholders  approved,  by written
consent in lieu of a meeting,  amendments to our articles of  incorporation  to:
(i) reflect current developments in Nevada law; (ii) provide for the exculpation
of directors; (iii) address interested party transactions;  and (iv) to increase
the Company's authorized capital from 50,000,000 million shares of common stock,
par value $.001 per share ("Common  Stock") and  15,000,000  shares of preferred
stock to 300,000,000  shares of Common Stock and 35,000,000  shares of Preferred
Stock. Holders of a total of 4,331,075 shares of our Common Stock,  representing
approximately  51.31%  of our  then  outstanding  voting  shares,  approved  the
corporate  actions  listed  above.  We  sent  an  information  statement  to our
shareholders  as  of  November  19,  2003  detailing  these  amendments.   These
amendments became effective on March 31, 2004.







                                       13
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


     Our Common  Stock  traded over the counter and is  currently  quoted on the
Bulletin Board under the ticker symbol "INVA.OB." The table below sets forth the
high and low bid  prices  of our  Common  Stock  for the  periods  indicated  as
reported by the Bulletin Board.

     These  quotations  reflect  inter-dealer  prices  without  retail  mark-up,
mark-down or commissions and may not necessarily represent actual transactions.


                                                  Price Range of  Common Stock
                                                     High              Low
Fiscal Year Ending December 31, 2003

   First Quarter......................               $0.03             $0.03

   Second Quarter.....................               $0.03             $0.01

   Third Quarter......................               $0.05             $0.03

   Fourth Quarter.....................               $0.45             $0.03


Fiscal Year Ending December 31, 2002

   First Quarter......................               $0.75             $0.25

   Second Quarter.....................               $0.20             $0.07

   Third Quarter......................               $0.12             $0.07

   Fourth Quarter.....................               $0.08             $0.03


     On April 13, 2004,  the closing bid price for a share of our Common  Stock,
as reported on the Bulletin Board,  was $0.26. As of April 13, 2004,  there were
approximately  355  stockholders  of record of our Common Stock. As of April 13,
2004, there were no shares of our preferred stock issued or outstanding.

                                       14
<PAGE>

Market Price
------------

     When the trading  price of our Common  Stock is below $5.00 per share,  our
Common  Stock is  considered  to be a "penny  stock"  which is  subject to rules
promulgated by the SEC (Rules 15g-1 through 15g-9) under the Exchange Act. These
rules impose  significant  requirements  on brokers  under these  circumstances,
including:  (a) delivering to customers the SEC's  standardized  risk disclosure
document;  (b) providing to customers current bids and offers; (c) disclosing to
customers the  broker-dealers  and sales  representative  compensation;  and (d)
providing to customers monthly account statements.


Dividend Policy
---------------

     No cash dividends have been declared or paid on our Common Stock, and we do
not currently intend to pay cash dividends in the foreseeable  future.  Instead,
we  currently  intend  to retain  any  future  earnings  for the  operation  and
development of our business.  Future declaration and payment of dividends on our
Common Stock,  if any,  will be  determined  by us in light of the  then-current
conditions, including our earnings, operations, capital requirements,  financial
conditions,  restrictions  in  financing  agreements  and other  factors  deemed
relevant by our Board of Directors.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATION AND PLAN OF OPERATION

     You should  read this  section  together  with our  consolidated  financial
statements  and related  notes  thereto  included  elsewhere in this report.  In
addition to this historical  information  contained herein, this report contains
forward-looking statements that involve risks and uncertainties. Forward-looking
statements  are not  based  on  historical  information  but  relate  to  future
operations, strategies, financial results or other developments. Forward-looking
statements  are  necessarily  based  upon  estimates  and  assumptions  that are
inherently   subject  to   significant   business,   economic  and   competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
Certain statements contained in this Form 10-KSB, including, without limitation,
statements containing the words "believe,"  "anticipate,"  "expect," "are of the
opinion  that"  and  words  of  similar  import,   constitute   "forward-looking
statements."  You should not place any undue  reliance on these  forward-looking
statements.

     You  should be aware  that our  actual  growth  and  results  could  differ
materially  from those  contained  in the  forward-looking  statements  due to a
number of factors,  which  include,  but are not limited to the  following:  the
special  risk  factors  set  forth  in Part  I,  Item 1  above,  the  risks  and
uncertainties set forth below;  economic and business conditions specific to the
construction  and  insurance  industries;  our  ability  to  control  costs  and
expenses,   regulatory  changes;  our  ability  to  place  additional  insurance
policies;  our ability to successfully  compete for  construction or restoration
construction  contracts;  our  ability  to  gain  capacity  from  the  insurance
carriers;  our ability to hire skilled  labor at reasonable  cost;  shortages or
price  changes in key building  materials;  having  on-going  access to capital;
weather,  as well as  risks  associated  with out  entry  into  new  markets  or
distribution channels; risks related to the timely performance of third parties,
such as  sub-contractors  and key vendors,  including  risks of strikes or labor
disputes involving these third parties;  maintaining satisfactory  relationships
with our banking partners;  the overall level of economic vitality in the United
States;  global economic conditions and additional  threatened terrorist attacks
and responses  thereto,  including war. There may be other factors not mentioned
above or included  elsewhere  in this report  that may cause  actual  results to
differ materially from any forward-looking  information. We assume no obligation
to update any forward-looking statements contained in this report as a result of
new information, future events or developments.

                                       15
<PAGE>


     Unless  otherwise  noted,  all dollar  amounts  are  rounded to the nearest
thousand and  percentages  represent the change from the comparable  amount from
the previous  year.  References to 2003 and 2002 are to the years ended December
31 of each  year.  Note  references  refer to Notes  to  Consolidated  Financial
Statements.


Historical Operations
---------------------

     From May 1998 to July  2000 we were  known as Asset  Servicing  Corporation
("ASC").  We were  originally  in the  business  of  originating,  underwriting,
documenting,  closing,  funding,  and  servicing  leases for  manufacturing  and
transportation equipment for businesses.

     On July 10, 2000, we merged with ParkPass.com, Inc. and changed our name to
Omni  ParkPass,  Inc.  ("OPPI").  We then  entered 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, we abandoned our efforts in this market.

     On April 28, 2001, we acquired all of the  outstanding  shares of Invvision
Capital,  Inc., a Texas  corporation and changed our name to Invvision  Capital,
Inc. We became a commercial and industrial real estate and business  development
company. At the time we had a mortgage banking business as well as a real estate
development   business.   Our  business  strategy  provided  for  us  to  pursue
vertically-integrated  projects  including  the  acquisition,   development  and
operation of retail food and fuel outlets and power  generation  facilities.  We
implemented  this  strategy  by  focusing  on upon the  development  of  venture
relationships  with  Native  American  Indian  tribes  recognized  by  the  U.S.
Government.

     In April 2002, we discontinued  our mortgage  banking business and sold the
related assets to Malcolm McAlpine,  the CFO of our mortgage banking subsidiary.
In June 2002, we sold our subsidiary,  Invvision Mortgage,  Inc., to Ron Knight,
its President. In August 2002, we also sold our real estate development business
to the  president  of our real  estate  development  subsidiary  retaining a net
profit interest in several of their business  opportunities.  In August 2002, we
abandoned  our efforts in to establish  retail  outlets due to capital  resource
shortages as well as  difficulties  in negotiating  with various Native American
Indian tribes to establish these types of development projects. Consequently, we
sold our subsidiary,  Invvision  Development,  Inc., to Larry Akins,  one of our
former directors and its President.

     From August 2002 through  November 2003, we were an inactive  publicly-held
corporation pursuing a business combination with a privately-held company in the
commercial  and  industrial  real estate  business.  Our business  strategy also
called for us to pursue real estate development  projects utilizing  prospective
business and investment partners.

     In furtherance  of this strategy in December 2003 we acquired,  through our
wholly-owned  subsidiary,  Invvision  MC,  Inc.,  all of the  capital  stock  of
Restoration   Group  America  2003,  Inc.  ("RGA  2003")  and  its  wholly-owned
subsidiaries,  (i) RG Insurance  Services,  Inc., a Texas  corporation  ("RGIS")
which is a general  insurance  agency,  (ii) RG Risk  Management,  Inc., a Texas
corporation ("RGRM") which intends to engage in the business of providing claims
management,  (iii) RG  Restoration,  Inc., a Texas  corporation  ("RG") which is
engaged in the business of performing  commercial property  restoration services
and (iv) Restoration Group America, Inc., a Texas corporation ("RGA"), a company
formed to hold the  intellectual  property  rights to  PropertySMART(sm).  RGIS,
RGRM, RG and RGA are now our wholly-owned subsidiaries.  With the acquisition of
RGIS,  RGRM,  RG and RGA,  we have  embarked  on a plan to become a  significant
provider of risk  management and  restoration  services for the commercial  real
estate industry.

                                       16
<PAGE>

Results of Operations
---------------------
<TABLE>
<CAPTION>


                                                Consolidated Income Statement

   Year ended
December 31, 2003 (1)
---------------------
                                                                                                             Pro Forma
                              Invvision          RGRM            RGIS              RG             RGA        Combined
                              ---------          ----            ----              --             ---        ---------
<S>                          <C>                <C>             <C>          <C>               <C>           <C>

Revenues                        $-0-             $-0-          $51,321       $7,728,490           $-0-      $7,779,811

Cost of goods sold              $-0-             $-0-             $-0-       $5,560,450           $-0-      $5,560,450

Gross profit                    $-0-             $-0-          $51,321       $2,168,040           $-0-      $2,219,361

Selling, general
   administrative and         $494,106           $-0-           $4,053       $1,691,903       $1,001,160    $3,191,222
   other expenses

Gain on disposal of
   assets                     $151,171           $-0-             $-0-             $-0-           $-0-        $151,171


Depreciation &
   amortization                 $1,125           $-0-             $-0-          $28,697           $-0-         $29,822

Realized loss on
   available for sale       $1,951,951           $-0-             $-0-             $-0-           $-0-      $1,951,951
   securities


Net income/(loss) from
   operations              $(2,290,011)          $-0-          $47,268         $447,440     $(1,001,160)   $(2,796,463)
                           ===========          =====          =======         ========     ============   ============
Net income as a
   percentage of revenues      N/A               $-0-           92.10%            5.79%           N/A        (35.95)%


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

1)   The financial  information  provided above gives effect to the acquisitions
     of RGRM, RGIS, RG and RGA as if they were effective as of January 1, 2003.
</TABLE>



                                                                17
<PAGE>
<TABLE>
<CAPTION>


                                                        Balance Sheet

    Year ended
December 31, 2003 (1)
---------------------

                                Invvision          RGRM             RGIS              RG            RGA            Pro Forma
 Year ended                     ---------          ----             ----              --           ----            ---------
 December 31, 2003
<S>                          <C>                <C>             <C>          <C>               <C>           <C>

Current Assets
        Cash                        $125             $-0-             $250             $-0-          $(979)            $(604)
        Receivables                 $-0-             $-0-          $50,000             $-0-      $(192,165)        $(142,165)
        Prepaid Exp.                $-0-             $-0-             $-0-             $-0-            $-0-              $-0-
        Property &                $3,941             $-0-             $-0-             $-0-            $-0-            $3,941
        equipment
Total Assets                      $4,066             $-0-          $50,250             $-0-      $(193,144)        $(138,828)

Liabilities & Equity
        Accts Payable           $217,616             $-0-             $-0-             $-0-          $1,650          $219,266
        Other
   Liabilities                  $237,574             $-0-             $-0-             $-0-         $86,845          $324,419
      Total Liabilities         $455,190             $-0-             $-0-             $-0-         $88,495          $543,685


 Equity
        Common Stock             $11,490               $1               $1               $1            $-0-           $11,494
 Paid in Capital              $3,787,786             $-0-             $-0-             $-0-         $50,001        $3,837,786
  Accumulated Loss          $(4,350,400)             $-0-             $-0-             $-0-        $331,640       $(4,682,040)

Net Equity                        $4,066               $1               $1               $1      $(281,639)         $(277,570)





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

1)   The financial  information  provided above gives effect to the acquisitions
     of RGRM, RGIS and RG as if they were effective as of January 1, 2003.
</TABLE>


                                                              18
<PAGE>
     At the end of 2003, we acquired the RG America family of companies which is
comprised of Restoration Group America 2003, Inc., a non-operating  entity ("RGA
2003")  and its three  wholly-owned  operating  subsidiaries,  (i) RG  Insurance
Services,  Inc.  ("RGIS"),  (ii) RG Risk Management,  Inc. ("RGRM") and (iii) RG
Restoration,   Inc.  ("RG")  and  one  wholly-owned   non-operating  subsidiary,
Restoration Group America, Inc. ("RGA").

     RG and RGIS (our only  subsidiaries that earned revenues from operations in
2003) earned  combined  gross  revenues of  approximately  $7,779,000  and a net
income of  approximately  $495,000 for 2003. The combined loss for all the newly
acquired  subsidiaries  (RGA 2003,  RG,  RGIS,  RGRM and RGA) was  approximately
$506,000 for 2003.  Cash flow from RG and RGIS carried the entire  burden of the
rest  of  the  subsidiaries:   1)start-up  costs  of  RGRM,  RGIS  and  RGA,  2)
"non-Invvision"  acquisition  costs of the newly acquired  subsidiaries,  3) all
research and development expenses for the  PropertySMART(sm)  program and 4) the
corporate  overhead for all of the RG America family of companies in 2003.  RGRM
and RGA had no operations  during 2003.  With the insurance  agency  business of
RGIS  established and growing and the  PropertySMART(sm)  program  scheduled for
launch in the 2nd  quarter of 2004,  we expect  revenues  from RGIS to  increase
substantially  in 2004.  Additionally,  we expect RG to  continue  its growth in
construction  revenues  both  related to the new  PropertySMART(sm)  program and
other  traditional   restoration,   construction  and  construction   management
contracts.

RG Insurance Services, Inc.

     RGIS, a Texas  corporation,  was  organized in 2003 to operate as a general
insurance  agency.  It is  licensed  as a Texas  Property & Casualty  and Life &
Health  agency.  For the year 2003,  our agents  received  gross  commissions on
approximately $3,000,000 of annual premiums. We continue to add to our insurance
agency  business  at a pace  greater  than in  2003.  In  addition  to  pursuing
traditional commercial agency business,  RGIS will serve as the retail agent for
our  PropertySMART(sm)  insurance  program  described  in the  PropertySMART(sm)
Service and Products section of this Report.  Texas, like most states,  requires
insurance  agents to  collect  and  remit  certain  fees and taxes on  insurance
policies  written on an "excess and surplus  lines" basis.  Since these policies
are not subject to rate and form regulation,  states impose additional licensing
requirements  on agents  writing such business.  Accordingly,  RGIS is currently
completing  licensing  requirements  for its Texas surplus lines  license.  RGIS
expects to obtain  necessary  licenses in all of the states where we do business
by the end of 2004.

     RGIS expects to see growth over the next 12-18 months of between 50% to 75%
in annual  premiums in its book of business along the  traditional  lines of its
core insurance business and additional growth through its habitational insurance
programs launched this coming year. The insurance company currently handles some
of the insurance needs for companies such as Red, Hot & Blue restaurants,  Wings
of Texas  and  Santa Fe  Petroleum,  to name a few.  RGIS  also  will  write the
expected habitational insurance for multi-family  portfolios sourced through our
other operating  subsidiaries  and their existing  affinity group of clients and
contacts, including PropertySMART(sm).

     RGIS was created in  September  2003 and received its license to operate in
December  2003,  therefore the results from  operations  were  relatively  small
reflecting only one months  collections.  The agency collected gross premiums of
approximately  $108,000  in  2003.  The  gross  profit  for  RGIS  for  2003 was
approximately $47,000 (before accounting for overhead allocations).



RG Risk Management, Inc.

     RGRM, a Texas  corporation,  was organized in late 2003 and will operate as
our risk  management  division,  providing  claims  management,  inspection  and
underwriting  services  which  develops  and  administers  our  loss  prevention
programs.  These  services will be provided in support of the  PropertySMART(sm)
program,  as well as on a fee  basis  to  other  customers.  We  intend  to be a
valuable asset to the customers of RGIS by aiding them in reducing the frequency
and severity of losses. RGRM itself had no operations during 2003.

     Growth of RGRM for 2004 is expected to come from the leads  generated  from
our two other operating subsidiaries, RGIS and RG. In particular, we expect RGRM
to earn substantial revenues from the leads generated from our PropertySMART(sm)
program and the habitational  insurance  programs

                                       19
<PAGE>
written by RGIS.  Eventually,  RGRM is  expected  to  generate  third  party and
inter-company  programs fees from claims management and from adjusting claims on
behalf of the  insurance  carriers  in the case of a loss.  RGRM is  expected to
begin earning  revenues  starting in the second quarter of 2004 after the launch
of PropertySMART(sm).



RG Restoration, Inc.

     RG is a  Texas  corporation  organized  in late  2003  and  was  formed  by
acquiring the business and assets of a pre-existing restoration and construction
company,  The Restoration  Group. RG performs  restoration  work on all property
types but specializes in multi-family properties (primarily apartment buildings)
which have suffered an insured loss such as a fire,  flood, wind or hail damage.
RG may also act as construction  manager on selected restoration or construction
projects in conjunction with the PropertySMART(sm) program.

     RG saw a steady year of restoration and construction projects some of which
have  carried  over into the first  and  second  quarters  of 2004.  RG's  gross
revenues increased by approximately 62% to approximately  $7,662,000 for 2003 as
compared  to  approximately  $4,921,000  for  2002.  Gross  profit  for 2003 was
approximately $2,168,000 as compared to $765,000 for 2002. The increase in gross
revenues for RG was due to an increase in restoration and construction contracts
for 2003. Cash flow from RG construction  projects carried the start-up costs of
RGIS,  RGA  and  RGRM,  initial  research  and  development   expenses  for  the
PropertySMART(sm)  program and the entire start-up  corporate overhead burden of
the RG America family of companies in 2003.



Restoration Group America, Inc.

     Restoration  Group America,  Inc.  currently employs most of the members of
our senior  management team and employees and currently  holds the  intellectual
property rights to PropertySMART(sm). It did not have any operations or revenues
during 2003.


Our Revenues and Expenses
-------------------------

     As a provider of risk  management  services to the  commercial  real estate
industry,  we generate  revenues  through the  operation of a general  insurance
agency,  providing claims management services and performing commercial property
restoration  services  These  revenues  are  made up of  commissions  earned  on
insurance  premiums  that we receive for placing  policies,  fees  received from
providing claims management,  inspection and underwriting  services,  as well as
payments for restoration work on multi-family  properties  (primarily  apartment
buildings)  which have  suffered an insured  loss such as a fire,  flood or hail
damage.

     Our expenses largely consist of:

o        salaries, sales commissions and benefits paid to employees;
o        construction materials; and
o        occupancy and equipment costs.

Insurance  losses occur at various  times  during the year such as fire,  flood,
hail,  hurricanes and tornadoes.  As a result, we do not experience  seasonality
issues with respect to revenues from operations.

                                       20
<PAGE>

Plan of Operation
-----------------

     We provide a broad array of fee-based  services that address  clients' risk
management needs. It is the intent of our management to create a risk management
business which is highly diversified in the following ways:

o    Services.  We currently  offer various risk management  services  including
     placing  insurance   products,   offering  risk  mitigation   services  and
     strategies   to   minimize   business   interruption   costs   through  our
     PropertySMART(sm)  program,  adjusting loss claims and performing  property
     restoration services.

o    Geography.  We are  currently  based in Texas  and do  business  in  Texas,
     Mississippi,  Alabama,  Pennsylvania  and Colorado and intend to expand our
     marketing territory to the contiguous 48 states of the United States.

o    Channels  of  Distribution.  Our  internal  sales  people  place  insurance
     coverage,  sell our  PropertySMART(sm)  risk  management  programs and sell
     property restoration  services.  We also receive referrals from independent
     adjusting firms for property restoration services. We intend to expand this
     by  further  marketing  to these  firms  and to  demonstrate  to  insurance
     carriers our anticipated  lower loss experience and lower loss severity for
     property owners enrolled in our PropertySMART(sm)  program. We believe this
     will likely  result in our  ability to place  insurance  products  with our
     clients  at a lower  premium  cost to them in the  future  thus  generating
     additional  commissions for our insurance agency and greater fee income for
     our risk mitigation  services business.  This will in turn drive additional
     revenue to our property  restoration  division from contracts with our risk
     mitigation services clients.

     Our   acquisition  of  Restoration   Group  America  2003,   Inc.  and  its
wholly-owned  subsidiaries  RGIS,  RGRM,  RG and RGA in December  2003,  was the
beginning of the  implementation  of this business plan. We will  concentrate in
the next 12  months  on  increasing  sales and  marketing  efforts  for our risk
management service offerings.


Liquidity and Capital Resources
-------------------------------

     We still have a critical need for additional working capital in the next 12
months to execute our business strategy.  We will need additional capital (i) to
retire our then remaining indebtedness, (ii) for working capital purposes, (iii)
to expand sales and marketing  activities and (iv) to obtain additional  systems
and  improvements  to our  facilities,  equipment and to satisfy further capital
expense requirements.

     In the event that we are unable to obtain  additional  capital or  revenues
from our operating  subsidiaries are insufficient to satisfy our working capital
requirements,  this will likely have a material adverse effect on our operations
and may force us to cease operating entirely. Our long-term capital requirements
beyond this 12 month period (assuming we have raised  sufficient  capital during
the next 12 months to allow us to maintain  on-going  operations) will depend on
numerous factors, including:

o    The rate of market acceptance for our services;

o    The ability to expand our client base; and

o    The level of expenditures for sales and marketing and other factors.


                                       21
<PAGE>

     We commenced a private  offering of our common stock to certain  accredited
investors  in January  2004 and closed this  offering  in March 2004.  We raised
approximately  $750,000 in this offering. To the extent that the funds from this
private  offering  and our  operating  revenues  are  insufficient  to fund  our
activities in the short or long term, we will need to raise  additional funds by
incurring debt or through public or private offerings of our securities.

     We are not  currently  aware of any trend or event that  would  potentially
adversely affect our liquidity.


Fluctuations in Operating Results; Seasonality
----------------------------------------------

     Our operating results could vary  significantly  from period to period as a
result of a variety of factors  including,  the timing of insurance  expirations
and the length of our insurance and restoration  construction  sales cycles; the
ability  to  collect  their  receivables  and  satisfy   obligations  under  our
agreements; and various competitive factors. However, seasonal conditions are of
limited concern in the markets in which we operate,  Severe weather can occur at
any time of the year.  The sales of insurance are not seasonal.  There can be no
assurance  that such factors will not result in  fluctuations  in our  operating
results in the future.


Inflation
---------

     Inflation has not  historically had a material effect on our operations and
is not expected to have a material impact on us in the future.


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

     We establish valuation allowances when necessary, to be applied against our
deferred tax asset in accordance  with the  provisions of SFAS 109,  "Accounting
for Income  Taxes".  At December 31, 2003, no such  allowance  was recorded.  We
continually review the need for a valuation  allowance and we recognize benefits
only as reassessment indicates that it is more likely than not that the benefits
will be realized.


Uncertainty of Forward-Looking Statements
-----------------------------------------

     This Annual Report 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  fact  included in the Annual
Report,  including without limitation,  "Management's Discussion and Analysis of
Financial Condition and Results of Operations" regarding the Company's financial
position,  business strategy and plans and objectives for future performance are
forward-looking  statements.  Forward-looking statements are commonly identified
by the use of such  terms and  phrases  as  "intends",  "estimates",  "expects",
"projects", "anticipates", "foreseeable future", "seeks", and words or phases of
similar import.  Such statements are subject to certain risks,  uncertainties or
assumptions.  Should one or more of these risks or uncertainties materialize, or
should  underlying   assumptions  prove  incorrect,   actual  results  may  vary
materially from those anticipated, estimated or projected.


Third Party Reports and Press Releases
--------------------------------------

     We do not make financial  forecasts or  projections,  nor do we endorse the
financial  forecasts or  projections of third parties or comment on the accuracy
of third-party  reports. We do not participate in the preparation of the reports
or the estimates given by analysts. Analysts who issue financial reports are not
privy to non-public financial information.  Any purchase of our securities based
on financial estimates provided by analysts or third parties is done entirely at
the risk of the purchaser.

                                       22
<PAGE>

Critical Accounting Policies and Procedures
-------------------------------------------

     We have identified certain accounting  policies as critical to our business
and to the  results  of our  operations,  certain  of which  entail  significant
estimates. These critical policies are further discussed below.

     Our  significant  accounting  policies are described in Note 1 of "Notes to
Consolidated  Financial  Statements" included in Item 7 of this Form 10-KSB. The
Company's   critical   accounting   policies  include  revenue   recognition  on
construction contracts and allowance for doubtful collections.

     The majority of the Company's  construction  revenues are generated through
the  successful  bidding and execution of  construction  contracts.  The Company
performs its work under fixed price as well as negotiated contracts.  The length
of the contracts  vary,  with ninety  percent of the contracts  being  completed
within twelve  months of the start date.  The Company  recognizes  revenues from
contracts on the percentage of completion  method,  measured by multiplying  the
contract amount, including change orders, by the proportion of costs incurred to
date,  to  estimated  total costs for each  contract.  Contracts in progress are
valued  at cost  plus  accrued  profit,  less  billings  to date on  uncompleted
contracts.  This method is used because  management  considers it to be the best
available measure of progress on contracts in process.

     Allocated  job  costs  include  all  direct   material,   labor  costs  and
sub-contracting  expenses  and various  direct  costs which can be  specifically
allocated to individual contracts. Unallocated contract costs as well as general
and administrative  expenses are charged to expense as incurred.  Provisions for
losses on uncompleted  contracts are made in the period in which such losses are
determined without reference to percentage completion.  No significant losses on
uncompleted  contracts existed at December 31, 2003. Changes in job performance,
job  conditions  and  estimated  profitability,  including  those  arising  from
contract  penalty  provisions,  and final  contract  settlements  may  result in
revisions to costs as well as income and are  recognized  in the period in which
revisions are determined.

     The asset account  'Costs and  estimated  earnings in excess of billings on
uncompleted  contracts'  represents  revenues  recognized  in excess of  amounts
billed.  The  liability  account  'Billings  in excess  of costs  and  estimated
earnings on  uncompleted  contracts'  represents  billings in excess of revenues
recognized.

     Contracts   receivable  from  performing   remediation  and  reconstruction
services are based on fixed price and negotiated  contract prices. In accordance
with terms of some contracts,  a certain  percentage of the total contract price
is withheld  pending customer  acceptance at the completion of the contract.  As
such,  these  amounts  have been  classified  as  'Retainages'  under  contracts
receivable.  The Company provides an allowance for doubtful collections which is
based  upon  a  review  of  outstanding   receivables,   historical   collection
information,  and  existing  economic  conditions.  Delinquent  receivables  are
written off based on individual credit evaluation and specific  circumstances of
the customer.


Newly Issued Accounting Pronouncements
--------------------------------------

     In December 2002, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards 148, Accounting for Stock-Based Compensation -
Transition  and  Disclosure  (SFAS 148),  which  amended  Statement of Financial
Accounting  Standards 123,  Accounting for Stock-Based  Compensation (SFAS 123).
The new standard  provides  alternative  methods of  transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  Additionally, the statement amends the disclosure requirements of
SFAS 123 to require  prominent  disclosures in the annual and interim  financial
statements about the method of accounting for stock-based employee  compensation
and the  effect  of the  method  used on  reported  results.  The  statement  is
effective for financial  statements  with fiscal years ending after December 15,
2002.  In  compliance  with SFAS

                                       23
<PAGE>

148,  we have  elected to  continue  to follow  the  intrinsic  value  method in
accounting for our stock-based employee  compensation  arrangement as defined by
Accounting  Principles  Board  Opinion No. 25,  Accounting  for Stock  Issued to
Employees, and have made the applicable disclosures in Note 2.

     In January  2003,  the  Financial  Accounting  Standards  Board issued FASB
Interpretation  No.  46,   Consolidation  of  Variable  Interest  Entities,   an
interpretation of Accounting  Research Bulletin No. 51,  Consolidated  Financial
Statements (FIN No. 46). FIN No. 46 explains how to identify  variable  interest
entities and how an  enterprise  assesses its  interests in a variable  interest
entity,  to decide  whether  to  consolidate  that  entity.  The  Interpretation
requires existing  unconsolidated  variable interest entities to be consolidated
by their primary beneficiaries if the entities do not effectively disperse risks
among  parties  involved.  FIN No.  46 is  effective  immediately  for  variable
interest  entities  created  after  January 31, 2003,  and to variable  interest
entities  in which an  enterprise  obtains an  interest  after  that  date.  The
Interpretation  applies in the first  fiscal  year or interim  period  beginning
after June 15, 2003, to variable  interest entities in which an enterprise holds
a variable  interest that it acquired before February 1, 2003.  Adoption of this
standard  will not have  any  immediate  effect  on our  consolidated  financial
statements.

     The  American  Institute  of  Certified  Public  Accountants  has issued an
exposure  draft SOP  "Accounting  for Certain  Costs and  Activities  Related to
Property,  Plant and  Equipment  ("PP&E")".  This  proposed  SOP  applies to all
non-government  entities that acquire,  construct or replace tangible  property,
plant and equipment  including lessors and lessees. A significant element of the
SOP requires that entities use component  accounting  retroactively for all PP&E
assets to the  extent  future  component  replacement  will be  capitalized.  At
adoption,   entities  would  have  to  option  to  apply  component   accounting
retroactively  for all  PP&E  assets,  to the  extent  applicable,  or to  apply
component accounting as an entity incurs capitalizable costs that replace all or
a portion of PP&E.  The Company  cannot  evaluate  the  ultimate  impact of this
exposure draft until it becomes final.

     In April 2003, the FASB issued SFAS No. 149,  "Accounting  for Amendment of
Statement 133 on Derivative  Instruments and Hedging  Activities,"  which amends
and clarifies  financial  accounting and reporting for  derivative  instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging  activities  under FASB  Statement No. 133,  Accounting  for  Derivative
Instruments and Hedging  Activities.  This Statement is generally  effective for
contracts  entered  into or modified  after June 30,  2003,  and all  provisions
should be applied prospectively. This statement does not affect the Company.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
Financial Instruments with Characteristics of both Liabilities and Equity". SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with characteristics of both liabilities and equity. SFAS
No. 150 is effective for financial  instruments  entered into or modified  after
May 31, 2003,  and  otherwise is effective at the beginning of the first interim
period  beginning  after June 15,  2003.  The Company  does not believe that the
implementation  of SFAS No.  150 will have a  material  impact on the  financial
condition, results of operations or cash flows.


Contractual Obligations and Contingent Liabilities and Commitments
------------------------------------------------------------------

     We do not currently have any material long-term debt or lease arrangements.
Our  subsidiary,  RG  currently  maintains  a  revolving  credit  facility  with
TownNorth Bank,  N.A..  There was $400,000 in outstanding  borrowings  under our
revolving  credit facility with Town Bank, N.A. at December 31, 2003. See Note 8
to our Financial Statements for more information.

                                       24
<PAGE>

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Our  consolidated  financial  statements,  together  with  the  independent
auditor's  report of Turner,  Stone & Co., LLP, appear on pages F-1 through F-20
of this report. See Index to Financial Statements on page of this report.


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

         None.

ITEM 8A. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

     Our Chief Executive Officer and Senior Vice President - Finance (who serves
as our principal  financial  officer) have  evaluated the  effectiveness  of our
disclosure  controls and  procedures (as such terms are defined in Rules 13(a) -
15(c) and 15(d) - 15(e))  under the  Exchange  Act as of December  31, 2003 (the
"Evaluation Date"). Based on such evaluation, such officers have concluded that,
as of the Evaluation Date, our disclosure  controls and procedures are effective
in  alerting  them on a timely  basis to  material  information  relating  to us
(including  our  consolidated  subsidiaries)  required  to be  included  in  our
periodic  filings under the Exchange Act. Since the Evaluation  Date, there have
not been any significant changes in our disclosure controls and procedures or in
other  factors  that could  significantly  affect  such  controls.  Based on our
evaluation,  our Chief  Executive  Officer and Senior  Vice  President - Finance
concluded that, subject to the limitations noted below, our disclosure  controls
are  effective in timely  alerting them to material  information  required to be
included in our periodic SEC reports.


Changes in Internal Controls
----------------------------

     We have also evaluated our internal controls for financial  reporting,  and
there have been no  significant  changes in our  internal  controls  or in other
factors that could significantly affect those controls subsequent to the date of
their last evaluation.


Limitations on the Effectiveness of Controls
--------------------------------------------

     Our management, including our CEO and Senior Vice President - Finance, does
not expect that our disclosure  controls and internal  controls will prevent all
error  and all  fraud.  A  control  system,  no matter  how well  conceived  and
operated,  can  provide  only  reasonable,  not  absolute,  assurance  that  the
objectives  of the  control  system  are met.  Further,  the design of a control
system  must  reflect  the fact that  there are  resource  constraints,  and the
benefits of controls must be considered relative to their costs.  Because of the
inherent  limitations  in all control  systems,  no  evaluation  of controls can
provide  absolute  assurance that all control issues and instances of fraud,  if
any, within the company have been detected.  These inherent  limitations include
the  realities  that  judgments  in  decision-making  can be  faulty,  and  that
breakdowns can occur because of simple error or mistake. Additionally,  controls
can be circumvented by the individual acts of some persons,  by collusion of two
or more people, or by management or board override of the control.

     The design of any  system of  controls  also is based in part upon  certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future  conditions;  over time, control may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.


                                       25
<PAGE>

Because  of  the  inherent  limitations  in  a  cost-effective  control  system,
misstatements due to error or fraud may occur and not be detected.


CEO and CFO Certifications
--------------------------

     Appearing as exhibits 31.1 and 31.2 to this report there are Certifications
of our Chief  Executive  Officer  and  Senior  Vice  President  -  Finance.  The
Certifications are required in accordance with Section 302 of the Sarbanes-Oxley
Act of 2002 (the  Section 302  Certifications).  This Item of this report is the
information   concerning  the   evaluation   referred  to  in  the  Section  302
Certifications  and this  information  should  be read in  conjunction  with the
Section  302  Certifications  for a more  complete  understanding  of the topics
presented.


























                                       26
<PAGE>

                                    PART III

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

     The  following  table sets forth the name,  age,  positions  and offices or
employments  for the  past  five  years as of March  30,  2004 of our  executive
officers and directors as well as certain key  executives  of our  subsidiaries.
Members of our Board of Directors  are elected and serve for  one-year  terms or
until their successors are elected and qualify. All of our officers serve at the
pleasure of our Board of Directors.

Name                        Age       Position with the Company
----                        ----      -------------------------

John E. Rea                  38       Chief Executive Officer and Director

James A. Rea                 36       President, Chief Operating Officer
                                      and Director

Robert A. England            42       Chief Technology Officer

Richard Nelson               56       Executive Vice President - Marketing

Kevin L. Dahlberg            41       Senior Vice President - Finance and
                                      Secretary

Evelyn M. Rawls              43       Vice President - Insurance Operations
                                      and President, RG Insurance Services, Inc.

George D. Mikez              46       Vice President - Construction Operations

David G. Jones               34       Vice President - Loss Control

Tevian Prohl                 27       Vice President - Investor Relations

Bob Clements                 61       Chief Executive Officer - RGIS

Edward P. Rea                63       Chairman of the Board of Directors
                                      and Director

Paul S. Johnson (1,2)        70       Director

Michael A. Jenkins (1,2)     62       Director

Michael E. Mayor             42       Director

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

1)   Audit Committee member.

2)   Compensation Committee member.


                                       27
<PAGE>

John E. Rea, Chief Executive Officer and Director

     Mr. John E. Rea was named as our Chief Executive  Officer in December 2003.
He was  previously our President and has been a member of our Board of Directors
since  April 2001.  Mr. Rea  previously  served as  President  of The  Crafter's
Marketplace,  Ltd. in Canada beginning in 1998. He attended  Southern  Methodist
University  from 1983 to 1985.  Mr. Rea is the brother of our  President,  Chief
Operating  Officer and Director,  Mr. James A. Rea, and the son of our Chairman,
Mr. Edward P. Rea.



James A. Rea, President, Chief Operating Officer and Director

     Mr. James A. Rea has been our President and Chief  Operating  Officer since
December 2003 and has been a Director of the Company since March 2004.  Prior to
joining us, he was  President  and Chief  Operating  Officer of The  Restoration
Group,  Inc.  from June 2001 through  December  2003. He was President of Tenax,
Inc. a home building  company from February,  1999 through June 2001. He was the
Vice  President  of  Construction  for  Matthews  Southwest  from  1996  through
February,  1999. Mr. Rea attended Texas Tech University.  Mr. Rea is the brother
of our Chief Executive Officer and Director,  Mr. John E. Rea and the son of our
Chairman, Mr. Edward P. Rea.



Robert A. (Andy) England, Chief Technology Officer

     Robert A.  England has been our Chief  Technology  Officer  since  December
2003.  He was  previously  the Chief  Technology  Officer  and Chief  Production
Manager at  Restoration  Group  America  2003,  Inc. from April 2003 to December
2003.  Prior to that,  he was  employed by  Motorola,  Inc. as a Global  Account
Manager from May 1999 through March 2003. Mr.  England was a Senior  Integration
Manager for Sabre  Holdings  Corporation  from 1986 until May 1999.  He earned a
Bachelor of Science  (BSc) degree in Computing  and  Information  Sciences  from
Oklahoma  State  University in 1986.  Mr.  England is also a licensed  all-lines
insurance adjuster.


Richard Nelson, Executive Vice President - Marketing

     Mr. Richard Nelson has been our Executive Vice President - Marketing  since
February 2004.  Prior to joining us, from September 2003 through  February 2004,
Mr. Nelson was the CEO of Mosquito Control Systems, L.P., a Dallas,  Texas-based
pest control firm. From September 2002 through September 2003, he headed Richard
Nelson &  Associates,  a  business  consulting  firm.  From June,  1992  through
September 2002, he was Senior Vice President of WebLink  Wireless,  Inc.,  f/k/a
PageMart Wireless, Inc., a publicly-held wireless communication carrier. He also
held  several  executive  positions  at AMR  Corporation.  Mr.  Nelson  earned a
Bachelor of Arts degree (BA) from Northwestern  University in Chicago,  Illinois
and a Masters of Business  Administration  (MBA) degree from the  University  of
Dallas in Dallas, Texas.



Kevin L. Dahlberg, Senior Vice President - Finance and Secretary

     Mr. Kevin L.  Dahlberg has been our Senior Vice  President - Finance  since
December 2003. He was previously  employed with Moore Remodeling & Construction,
L.P. and Mosquito Control Systems,  L.P. as principal and partner from September
2002 through December 2003. Prior to that, Mr. Dahlberg was employed by Hillwood
Investments,  a Perot  Company,  from March 2000,  through August 2002 as a

                                       28
<PAGE>

Vice  President.  Prior to his tenure at Hillwood,  Mr. Dahlberg was employed at
Archon  Financial,  a Goldman Sachs company,  as a Vice President and Commercial
Real Estate Lending  Underwriter from November 1997, through September 1999. Mr.
Dahlberg  obtained a Bachelor of Arts in Business  Administration  (BBA)  degree
from Baylor  University  with majors in  Entrepreneurship,  Management  and Real
Estate in 1985.  He also  holds  Series  6,  Series 7 and  Series 63  Securities
Licenses.



Evelyn M. Rawls,  Vice  President  -  Insurance  Operations  and  President,  RG
Insurance Services, Inc.

     Ms.  Evelyn M. Rawls has been our Vice  President  -  Insurance  Operations
since December 2003 and President of RG Insurance Services, Inc. since September
2003. She was Vice President of Merit Insurance Services, Inc. from August, 1999
until September  2003.  Prior to that, Ms. Rawls was Assistant Vice President at
Hilb Rogal & Hamilton Company from September 1995 until August 1999.



George D. Mikez, Vice President - Construction Operations

     Mr. George D. Mikez has been our Vice President -  Construction  Operations
since December 2003. He was previously Vice President - Construction  Operations
for The Restoration Group, Inc. from September 2001 through December 2003. Prior
to  his  tenure  at The  Restoration  Group,  Inc.,  he was  Vice  President  of
Construction  Operations for Flagship  Reconstruction  Services,  Inc. from 1989
through   September  2001.  Mr.  Mikez  completed   various   architectural  and
engineering  courses at the Canal Zone  Junior  College in Panama,  and earned a
Graduate Builders Institute Course Certificate in 1992.



David G. Jones, Vice President - Loss Control

     Mr. David G. Jones has been our Vice  President - Loss Control  since March
2004. He is also currently a Lieutenant with the Addison, Texas Fire Department.
He has been a member of the Addison Fire Department for the last five years. Mr.
Jones  earned a  Bachelor  of  Science  (BS)  degree in  Environmental  Resource
Management and Biology from Texas State  University - San Marcos and a Master of
Science  (MSc)(summa  cum laude) degree in Fire Safety  Management from Lacrosse
University.



Tevian Prohl, Vice President - Investor Relations

     Ms.  Tevian Prohl has been our Vice  President - Investor  Relations  since
February  2004.  She was  previously  Vice  President - Investor  Relations  for
Restoration  Group America,  Inc. from November 2003 through  January 2004. From
November 2000 through October 2003, Ms. Prohl was the corporate  coordinator for
TMP Consulting, a Kerrville, Texas-based public relations and project management
firm.   Ms.   Prohl   earned  a  Bachelor  of  Arts  (BA)  degree  in  Corporate
Communications and Public Relations from Southern Methodist University in 1999.



Bob Clements, Chief Executive Officer - RG Insurance Services, Inc.

     Mr. Bob Clements was named the Chief  Executive  Officer of our  subsidiary
RGIS in March 2004. He is the President and CEO of Leon's Texas Cuisine,  a food
processing  company,  and has been since  1970.  In  addition,  Mr.  Clements is
President and CEO of Shoreline Restaurants Corporation. Mr. Clements serves as a
member of the Board of Directors of Cubic Energy,  Inc., a publicly-held oil and
gas

                                       29
<PAGE>

exploration and production company  headquartered in Dallas, Texas. Mr. Clements
earned a Business degree from Rutherford College in 1961.



Edward P. (Ted) Rea, Chairman of the Board

     Mr. Edward P. Rea has been Chairman of the Board and a Director since April
2001. He has also been an independent business consultant since 1998. Mr. Rea is
the father of our Chief Executive Officer and Director, Mr. John E. Rea, and our
President, Chief Operating Officer and Director, Mr. James A. Rea.



Paul S. Johnson, Director

     Mr.  Paul S.  Johnson  has been a member  of our Board of  Directors  since
February 2004. Mr. Johnson retired from the U.S. Naval Reserves in 1991 with the
rank of 2-star admiral.  From July, 1989 to the present, he has been employed by
American  East as a Captain on Boeing  727  aircraft.  He is a graduate  of Iowa
State University where he obtained a Bachelors of Science (BS) degree.



Michael A. Jenkins, Director

     Mr.  Michael A. Jenkins has been a member of our Board of  Directors  since
March 2004. He is currently President of Leisure and Recreation  Concepts,  Inc.
(LARC),  a design and consulting  firm,  located in Dallas,  Texas.  He has been
President of LARC since 1970.  Additionally,  Mr. Jenkins has been President and
Managing  Director of Dallas Summer  Musicals,  Inc., a musical theater company,
since 1974. Mr. Jenkins attended Baylor University from 1960 to 1963.



Michael E. Mayor, Director

     Mr.  Michael  E.  Mayor has been a member of our Board of  Directors  since
March 2004. He has been employed by Mars, Inc. in various  positions since 1986.
He is currently the National Sales and Finance  Manager for the  Masterfoods USA
division  of Mars,  Inc.  Mr.  Mayor is a 1984  graduate  of Sam  Houston  State
University in Huntsville, Texas where he obtained a Bachelor of Arts in Business
Administration  (BBA)  degree.  He is  currently  enrolled as a candidate  for a
master's in business  administration  (MBA) degree at Thomas More  College.  Mr.
Mayor is expected to graduate in August 2004.



Board Participation and Structure
---------------------------------

     The Board of Directors met four (4) times during 2003 and additionally took
action seven (7) times by means of written consent.  Each director  attended all
of the meetings.

Compensation Committee

     We  maintain  a  Compensation  Committee  of our  Board of  Directors.  The
Compensation  Committee is responsible for review of and making  recommendations
to our Board of Directors on all matters  relating to compensation  and benefits
provided to our executive  officers.  The Compensation


                                       30
<PAGE>

Committee,  comprised of Messrs.  Jenkins and Johnson, was not constituted until
March 2004 and as a result did not meet during 2003.

Audit Committee

     The Audit  Committee  assists  our Board of  Directors  in  exercising  its
fiduciary responsibilities for oversight of audit and relating matters including
corporate  accounting,  reporting and control practices.  It is also responsible
for  recommending  to our Board of  Directors  the  independent  auditors  to be
engaged by the Company  for the  following  fiscal  year.  The Audit  Committee,
comprised of Messrs.  Jenkins and Johnson,  was not constituted until March 2004
and as a result  did not  meet  during  2003.  The  Audit  Committee  will  meet
periodically  with  our  management,  financial  personnel  and the  independent
auditors to review our internal  accounting  controls and auditing and financial
reporting matters.

Audit Committee Financial Expert

     Our Board of Directors  has  determined  that we do not  currently  have an
audit committee  financial  expert serving on our Audit  Committee.  We have not
been able to attract an individual who would be considered  our audit  committee
financial  expert  because we do not  currently  maintain  Directors  & Officers
liability  insurance.  Such insurance coverage is expensive and we did not elect
to obtain  such  coverage.  We hope to obtain  Directors  &  Officers  liability
coverage  during  fiscal  year  2004.  We hope that  this will then  allow us to
attract an  individual  to serve on our Board and the Audit  Committee who would
qualify as an audit committee financial expert.


Compensation of Directors
-------------------------

     We do not  currently pay any  remuneration  to our  non-employee  directors
although in March 2004, we did issue One Hundred Thousand  (100,000)  restricted
shares of our Common  Stock to each of Messrs.  Jenkins and  Johnson  upon their
appointment to our Board of Directors.


Principal Executive and Financial Officer Code of Ethics
--------------------------------------------------------

     We have not yet adopted a code of business conduct and ethics that apply to
our  directors,  officers  and  employees,  including  our  principal  executive
officers,  principal financial officer, principal accounting officer, controller
or persons performing similar functions.  We plan to do so in the 2nd quarter of
2004.


Section 16(a)  Beneficial Ownership Reporting Compliance
--------------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the officers and directors of the Company and persons who  beneficially own more
than ten percent of the  Company's  Common Stock to file  reports of  securities
ownership  and  changes  in such  ownership  with the  Securities  and  Exchange
Commission  (the  "SEC").  Officers,  directors,  and  greater  than 10  percent
beneficial  owners also are required by rules  promulgated by the SEC to furnish
the Company with copies of all Section 16(a) forms they file.

     Based solely on our review of the copies of such forms  received by us with
respect to the fiscal year ended  December 31, 2003, or written  representations
from  certain  reporting  persons,  we  believe  that  all  filing  requirements
applicable to our directors,  officers and persons who own more than ten percent
of a registered  class of our equity  securities  have been complied with except
for  Mentors  Group,  Inc.  which  failed to timely  file a Form 3 to report its
receipt of a warrant to purchase 2,000,000 shares of our common stock.

                                       31
<PAGE>

ITEM 10.      EXECUTIVE COMPENSATION

     Summary   Compensation   Table.   The  following   information  sets  forth
compensation  earned by our Chief Executive Officer for services rendered during
the fiscal years indicated:
<TABLE>
<CAPTION>

                                  Annual Compensation                            Long Term Compensation
                      __________________________________________      ____________________________________________
                                                                        Awards                         Payouts
                                                           ________________________________     ____________________
<S>                   <C>     <C>          <C>          <C>           <C>          <C>         <c>        <c>
                                                                                   Securities
                                                        Other Annual   Restricted  Underlying   LTIP
Name and Principal                                        Comp ($)     Stock        Options/    Payout     All Other
Position               Year    Salary ($)   Bonus ($)    __________    Awards ($)     SARs         ($)     Comp. ($)
______________        ______   _________   __________                   ________   __________   ________   _________
John E. Rea, CEO       2002       $-0-        $-0-          $-0-          $-0-         ---         ---        ---
                       2003       $-0-        $-0-          $-0-          $-0-         ---         ---        ---
</TABLE>


     None of our other named executive officers earned more than $100,000 during
the fiscal year ended December 31, 2003.

     We did not grant any options to purchase our securities to any of our named
executive  officers  during the fiscal year ended  December 31, 2003.  We do not
currently have any outstanding options to purchase our securities that have been
granted to any of our executive officers. Additionally, we do not currently have
a stock option plan but plan to implement one during 2004.


Employment Agreements
---------------------

     We do not currently have  employment  agreements  with any of our executive
officers.  Instead, our subsidiary,  RGA, has entered into employment agreements
with  Messrs.  Dahlberg,  England,  Nelson,  Rea and Rea  and Ms.  Rawls.  Those
agreements  are described  below.  It is our intent to negotiate new  employment
agreements between Invvision and each of Messrs. Dahlberg,  England, Nelson, Rea
and Rea and Ms. Rawls in addition to negotiating  employment agreements with the
remaining members of our executive management team. It is our intent to conclude
these negotiations by the end of the second quarter of 2004.

     As of July  1,  2003,  our  subsidiary,  RGA,  entered  into an  employment
agreement  with  John E. Rea,  our Chief  Executive  Officer  (the  "John E. Rea
Agreement").  The John E. Rea  Agreement  provides  for an annual base salary of
$10,000.00  per  month,  a  transportation  allowance  of  $1,000.00  per month,
participation  in any savings and  retirement  plan and  welfare  benefit  plans
adopted by RGA, and other standard provisions.

     As of July  1,  2003,  our  subsidiary,  RGA,  entered  into an  employment
agreement  with James A. Rea, our  President  and Chief  Operating  Officer (the
"James A. Rea  Agreement").  The James A. Rea  Agreement  provides for an annual
base salary of $10,000.00 per month, a transportation allowance of $1,000.00 per
month,  participation  in any savings and  retirement  plan and welfare  benefit
plans adopted by RGA, and other standard provisions.

     Effective  as of March 31,  2003,  our  subsidiary,  RGA,  entered  into an
employment  agreement with Robert A. England,  our Chief Technology Officer (the
"England  Agreement").  The England Agreement provides for an annual base salary
of  $6,667.00  per month,  a  transportation  allowance  of  $500.00  per month,
participation  in any savings and  retirement  plan and  welfare  benefit  plans
adopted by RGA, and other standard provisions.

                                       32
<PAGE>

     As of February 23, 2004, our  subsidiary,  RGA,  entered into an employment
agreement  with Richard  Nelson,  our Executive  Vice President - Marketing (the
"Nelson Agreement").  The Nelson Agreement provides for an annual base salary of
$10,000.00  per  month,  a  transportation   allowance  of  $500.00  per  month,
participation  in any savings and  retirement  plan and  welfare  benefit  plans
adopted by RGA, and other standard provisions.

     As of December 15, 2003, our  subsidiary,  RGA,  entered into an employment
agreement  with Kevin L.  Dahlberg,  our Senior Vice  President  - Finance  (the
"Dahlberg Agreement"). The Dahlberg Agreement provides for an annual base salary
of  $8,333.00  per month,  a  transportation  allowance  of  $500.00  per month,
participation  in any savings and  retirement  plan and  welfare  benefit  plans
adopted by RGA, and other standard provisions.

     Effective as of September 22, 2003, our  subsidiary,  RGA,  entered into an
employment  agreement  with  Evelyn M.  Rawls,  our Vice  President  - Insurance
Operations (the "Rawls  Agreement").  The Rawls Agreement provides for an annual
base salary of $8,000.00 per month,  a  transportation  allowance of $500.00 per
month,  participation  in any savings and  retirement  plan and welfare  benefit
plans adopted by RGA, and other standard provisions.





ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  certain   information   concerning  the
beneficial  ownership of our  outstanding  Common Stock as of March 30, 2004, by
each person known by us to own beneficially more than 5% of our Common Stock, by
each of our Directors and Executive  Officers (see Part III, Item 10, above) and
by all Directors and Executive Officers of the Company as a group.


<TABLE>
<CAPTION>

                                                                              Shares Beneficially
                                                                                  Owned (1,2)
                                                                                  -----------
Name of Beneficial Owner                                                        Number      Percent
------------------------                                                        ------      -------
<S>                                                                           <C>            <C>
Rea Capital Corporation
P.O. Box 770
Addison, Texas 75001-0770                                                      2,159,337         7.5%



</TABLE>

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

*  Less than one percent (1%)

1)   The rules of the SEC provide  that,  for the purposes  hereof,  a person is
     considered  the  "beneficial  owner" of shares  with  respect  to which the
     person,  directly  or  indirectly,  has or shares the voting or  investment
     power,  irrespective  of  his  economic  interest  in  the  shares.  Unless
     otherwise  noted,  each  person   identified   possesses  sole  voting  and
     investment  power over the shares  listed,  subject to  community  property
     laws.
2)   Based on 28,799,163 shares  outstanding on March 30, 2004. Shares of Common
     Stock subject to warrants that are exercisable  within 60 days of March 30,
     2004, are deemed  beneficially owned by the person holding such warrant for
     the purposes of calculating  the percentage of ownership of such person but
     are not treated as outstanding  for the purpose of computing the percentage
     of any other  person.  All common shares held by the Officers and Directors
     listed  above  are  "restricted  securities"  and as such  are  subject  to
     limitations on resale. The shares held by the officers and directors may be
     sold pursuant to Rule 144 under certain circumstances.


                                       33
<PAGE>

<TABLE>
<CAPTION>

                                                                              Shares Beneficially
                                                                                  Owned (1,2)
                                                                                  -----------
Name of Beneficial Owner                                                        Number      Percent
------------------------                                                        ------      -------
<S>                                                                           <C>            <C>
Mentors Group, Inc. (3)
c/o EMJ Data Systems, Ltd.
P.O. Box 1012
Guelph, Ontario N1H 6N1, Canada                                                2,096,550         7.3%

Edward P. Rea, Chairman of the Board (4)                                       4,549,457        15.8%

Paul S. Johnson, Director                                                        117,250            *

Michael A. Jenkins, Director                                                     105,000            *

Michael E. Mayor, Director                                                       405,041         1.4%

John E. Rea, Chief Executive Officer and Director                                    -0-         -0-%

James A. Rea, President, Chief Operating Officer and Director (5)                131,410            *

Robert A. England, Chief Technology Officer                                       80,400            *

Richard Nelson, Executive Vice President - Marketing                                 -0-         -0-%

Kevin L. Dahlberg, Senior Vice President - Finance                                42,400            *

Evelyn M. Rawls, Vice President - Insurance Operations                               -0-           0%

George Mikez, Vice President - Construction Operations                               -0-           0%

David G. Jones, Vice President - Loss Control                                    300,000           1%

Tevian Prohl, Vice President - Investor Relations                                    -0-           0%

Bob Clements, Chief Executive Officer - RGIS                                     400,000         1.4%

All Directors and executive officers as a group (14 persons)(6)               6,130,958        21.3%

</TABLE>
---------------------
* Less than one percent (1%)

3)   Includes  2,000,000  shares of Common Stock issuable upon the exercise of a
     warrant.
4)   Includes  (i)  2,159,337  shares  of  Common  Stock  held  by  Rea  Capital
     Corporation,  (ii) 1,352,820  shares held by Rea Brothers,  Ltd., and (iii)
     1,023,800 shares held by The Crafters  Marketplace,  Ltd. Mr. Edward P. Rea
     is Chairman of (a) Rea Capital Corporation, (b) Rea Brothers, Ltd., and (c)
     The Crafters Marketplace, Ltd.
5)   Includes  10,705  shares of Common Stock held by Tenax Inc.,  20,705 shares
     held by JR Holdings,  Inc. and 100,000 shares held by JAABR, L.P. Mr. James
     A. Rea is the  President  of both Tenax,  Inc.  and JR  Holdings,  Inc. and
     Limited Partner of JAABR, L.P.
6)  Includes  (i)  2,159,337  shares  of  Common  Stock  held  by  Rea  Capital
     Corporation,  (ii)  1,352,820  shares  held by Rea  Brothers,  Ltd.,  (iii)
     1,023,800 shares held by The Crafters Marketplace, Ltd., (iv) 10,705 shares
     held by Tenax, Inc., (v) 20,705 shares held by J.R. Holdings, Inc. and (vi)
     100,000  shares held by JAABR,  L.P.  Mr.  Edward P. Rea is Chairman of Rea
     Capital Corporation, Rea Brothers, Ltd. and The Crafters Marketplace,  Ltd.
     Mr. James A. Rea is President of both Tenax, Inc.


                                       34
<PAGE>


     Rule  13d-3  under  the  Exchange  Act,   involving  the  determination  of
beneficial  owners of securities,  includes as beneficial  owners of securities,
among  others,  any person who  directly or  indirectly,  through any  contract,
arrangement,  understanding,  relationship  or otherwise has, or shares,  voting
power and/or  investment power with respect to such securities;  and, any person
who has the right to acquire beneficial  ownership of such security within sixty
(60) days  through  means,  including,  by  exercise of any option or warrant or
conversion of a security.  Any securities not  outstanding  which are subject to
such  options,   warrants  or  conversion  privileges  shall  be  deemed  to  be
outstanding  securities  of the  class  owned by such  person,  but shall not be
deemed to be  outstanding  for the purpose of computing  the  percentage  of the
class held by any other person.

     All shares are held  directly.  No options,  warrants or other stock rights
have  been  issued  to any of the  executive  officers  or  directors  except as
disclosed above.

     We know of no contractual  arrangements or pledges of our securities  which
may at a subsequent date result in a change of control of Invvision.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

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

     In April  2001,  Restlawn  Inc.  ("Restlawn")  assigned a contract  for the
purchase  of 19.64  acres of  undeveloped  real  estate  to us in  exchange  for
3,000,000  shares of our Common  Stock.  At the closing of the  purchase of this
Property by us,  Restlawn was issued an additional  254,000 shares of our 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
by Rea Capital Corporation,  a major shareholder of ours (see below). In October
2003,  Rea  Capital  returned  1,572,480  shares of our  Common  Stock to us for
cancellation in connection  with the INVA #1, Inc.  bankruptcy  proceedings.  In
November  2003,  Rea  Capital   returned   another  150,000  Shares  to  us  for
cancellation in connection with the INVA #1, Inc. bankruptcy proceedings.

     In April 2001,  Rea Capital  Corporation  ("Rea  Capital")  entered  into a
consulting  contract  with  us 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.  This contract  provides for the payment of
$20,000 per month plus reimbursement of service-related  expenses. In June 2002,
Rea Capital agreed to lower its monthly fee to $5,000.00 per month.  Rea Capital
is wholly owned by Rea Brothers Limited,  an Ontario,  Canada  corporation ("Rea
Brothers"). Rea Brothers is wholly owned by Elga Rea, wife of Edward P. Rea, and
mother of James A. Rea and John E. Rea, our directors.

     On April 22, 2002, we sold undeveloped  acreage to a shareholder of ours in
exchange  for $200,000 in cash and debt  forgiveness.  We recorded a loss in the
amount of $208,000 on this  transaction but at the time maintained a first right
of  refusal  to  repurchase  the  property  for  $200,000.   This  property  was
subsequently re-sold and we did not elect to exercise our right of first refusal
to repurchase.

     Through June 2002, we had borrowed  $21,143 from Rea Capital and $50,565.00
from The Crafter's  Marketplace,  Ltd., a company majority owned by Rea Brothers
("Crafters") to cover working capital  requirements.  Our loans with Rea Capital
and  Crafters are at 8% interest  and were due and  repayable in June 2003.  Rea
Capital and Crafters have agreed to accept  1,434,000  restricted  shares of our
Common Stock in full satisfaction of this  indebtedness.  We plan to issue these
shares in April 2004.

                                       35
<PAGE>

     On June 19,  2002,  we issued  3,499,480  shares of our Common Stock to Rea
Capital in exchange for the  satisfaction  of $350,000 in debt owed by us to Rea
Capital  under  our  consulting  agreement  with  them.  As of the  date of this
Memorandum,  we still owe Rea Capital $85,000 for consulting services previously
performed.

     On June 28, 2002, we sold our wholly owned subsidiary  Invvision  Mortgage,
Inc. ("IMI") to Ron Knight,  the President of IMI for a $25,000 note receivable.
In  connection  with  the  sale  of  IMI,  the  officer  assumed  all  of  IMI's
liabilities.  We  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.

     On  August  29,  2002,  we  sold  our  wholly  owned  subsidiary  Invvision
Development,  Inc. ("IDI") to Larry Akins, one of our former directors and IDI's
President, in lieu of $72,150 owed to him personally and an assumption of all of
the outstanding  payables of IDI totaling $90,499. We have retained a 20% profit
interest in a number of their business  opportunities.  We 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.

     In  October  2003,  we  borrowed  $54,000  on a  short-term  basis from Rea
Brothers at 8% interest to cover our working capital  requirements.  This amount
was due and  repayable  in  January  2004.  Rea  Brothers  has  agreed to accept
1,080,000  restricted  shares of our Common Stock in full  satisfaction  of this
indebtedness.







                                       36
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Documents filed as a part of this report:

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


                  Financial Statements; Financial Schedules
                  -----------------------------------------
                                                                         Page
                                                                         ----
     Report of Turner Stone & Co., LLP, Independent Auditors............ F-1

     Consolidated Balance Sheet as of December 31, 2003................. F-2-3

     Consolidated Statement of Operations for the years
     ended December 31, 2003 and December 31, 2002...................... F-4

     Statement of Changes in Stockholders Equity for the years
     ended December 31, 2003 and December 31, 2002...................... F-5-7

     Consolidated Statements of Cash Flows for the years
     ended December 31, 2003 and December 31, 2002...................... F-8-9

     Notes to Consolidated Financial Statements......................... F10-20

(b)  The following  documents are filed or incorporated by reference as exhibits
     to this report.

Exhibit
Number                        Description
------                        -----------

2.1  Agreement and Plan of Reorganization by and among Invvision Capital,  Inc.,
     Invvision MC, Inc. and Restoration  Group America 2003,  Inc.,  dated as of
     December 30, 2003 (1)

3.1  Amended and Restated Articles of Incorporation of
     Invvision Capital, Inc. (2)

3.2* Amended and Restated By-Laws of Invvision Capital, Inc.

4.1* Form of Common Stock Certificate

21.1* List of Subsidiaries of Invvision Capital, Inc.

31.1*Certification  by  Chief  Executive  Officer  of  Invvision  Capital,  Inc.
     pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*Certification by principal  financial  officer of Invvision  Capital,  Inc.
     pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*Certification  by  Chief  Executive  Officer  of  Invvision  Capital,  Inc.
     pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002

32.2*Certification by principal  financial  officer of Invvision  Capital,  Inc.
     pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
     the Sarbanes-Oxley Act of 2002.

* Filed herewith.

(c)  No Reports  on Form 8-K were  filed  with the SEC  during the three  months
     ended 12/31/03.
--------------------

1) Filed as an exhibit to  Invvision's  Form 8-K filed  with the  Commission  on
January 15, 2004 and incorporated herein by reference.

2) Filed as an exhibit  to  Invvision's  Preliminary  Information  Statement  on
Schedule 14C,  filed with the  Commission on December 22, 2003 and  incorporated
herein by reference.


                                       37
<PAGE>


ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The following table presents fees for professional  audit services rendered
by  Turner,  Stone &  Company,  L.L.P.  for the  audit of the  Company's  annual
financial  statements  for the fiscal years ended December 31, 2002 and December
31,  2003,  and fees  billed for other  services  rendered  by  Turner,  Stone &
Company,  L.L.P.  during the respective  periods.  Certain amounts for 2002 have
been reclassified to conform to 2003 presentation.

                                                     2002               2003
                                                   --------            -------
         Type of Fees
         -------------
         Audit Fees (1)                           $25,435.00        $14,115.00
         Audit Related Fees (2)                            -                 -
         Tax Fees (3)                                      -                 -
         All Other Fees (4)                                -                 -
                                                  ----------        ----------
         Total                                    $25,435.00        $14,115.00

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

(1)  Audit  fees  consist  of  services  rendered  for the  audit of the  annual
     financial statements,  including required quarterly reviews,  statutory and
     regulatory  filings or  engagements  and services that  generally  only the
     auditor can reasonably be expected to provide.
(2)  Audit  related  services  are  assurance  and  related  services  that  are
     reasonably  related  to the  performance  of the  audit  or  review  of the
     financial the  independent  auditor  traditionally  performs  statements or
     that.
(3)  Tax fees are for  professional  services  rendered for tax compliance,  tax
     advice and tax planning.
(4)  All other fees are for services other than those in the previous categories
     such as permitted  corporate  finance  assistance  and  permitted  advisory
     services.









                                       38
<PAGE>


                                   SIGNATURES


     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas and the State of Texas on this 14 day of April
2004.


                                            Invvision Capital, Inc.


                                            By:  /s/ John E. Rea
                                            -----------------------------------
                                            John E. Rea, Chief Executive Officer


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

Signatures                Title                                   Date

/s/ Edward P. Rea         Chairman of the Board of Directors      April 14, 2004
-----------------         and Director
Edward P. Rea

/s/ John E. Rea           Chief Executive Officer and Director    April 14, 2004
-----------------         (Principal Executive Officer)
John E. Rea

/s/ James A. Rea          Chief Operating Officer, President      April 14, 2004
-----------------         and Director
James A. Rea

/s/ Paul S. Johnson       Director                                April 14, 2004
-------------------
Paul S. Johnson

/s/ Michael A. Jenkins    Director                                April 14, 2004
----------------------
Michael A. Jenkins

/s/ Michael E. Mayor      Director                                April 14, 2004
--------------------
Michael E. Mayor

/s/ Kevin L. Dahlberg     Senior Vice President - Finance and     April 14, 2004
---------------------     Secretary (Principal Financial and
Kevin L. Dahlberg         Accounting Officer)








                                       39
<PAGE>








                                 C O N T E N T S



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

CONSOLIDATED BALANCE SHEETS...............................................  F2-3

CONSOLIDATED STATEMENTS OF OPERATIONS
     AND COMPREHENSIVE LOSS...............................................    F4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT).................  F5-7

CONSOLIDATED STATEMENTS OF CASH FLOWS.....................................  F8-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................F10-20





































<PAGE>
                            Turner, Stone & Company
                       12700 Park Central Dr., Suite 1400
                              Dallas, Texas 75251
                                  972-239-1660




                          Independent Auditors' Report

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


We have  audited  the  accompanying  consolidated  balance  sheets of  Invvision
Capital, Inc. and subsidiaries (a development stage company), as of December 31,
2003 and  2002,  and the  related  consolidated  statements  of  operations  and
comprehensive loss, stockholders' equity (deficit), and cash flows for the years
then ended and for the period February 15, 2001 (inception) through December 31,
2003. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

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, 2003 and 2002, 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
------------------------------
Turner, Stone & Company, L.L.P.
Certified Public Accountants
April 14, 2004



                                      F-1
<PAGE>
<TABLE>
<CAPTION>


                                              INVVISION CAPITAL, INC.
                                                 AND SUBSIDIARIES
                                           (A DEVELOPMENT STAGE COMPANY)
                                            CONSOLIDATED BALANCE SHEETS
                                            DECEMBER 31, 2003 AND 2002





                                                      Assets
                                                      ------
<S>                                                                <C>                 <C>
                                                                             2003               2002
Current assets:                                                      ---------------     ---------------

     Cash                                                            $         8,090      $          212
     Contracts receivable, net of allowance for
         doubtful accounts of $262,500                                       740,232                   -
     Cost and estimated earnings in excess
         of billings on uncompleted contracts                                  2,515                   -
     Prepaid expenses                                                         25,758                   -
     Employee receivables                                                      5,943                   -
     Advances to stockholders                                                  9,702                   -
                                                                     ---------------     ---------------
         Total current assets                                                792,240                 212

Property and equipment, at cost, net of
     accumulated depreciation of  $41,590 and
     $3,141, respectively                                                    230,303               5,066

Other assets:

     Investment in unimproved real estate held for sale                            -           3,052,030
     Investment in available for sale equity
       securities, at fair value                                                   -                   -
                                                                     ---------------     ---------------
                                                                     $     1,022,543      $    3,057,308
                                                                     ===============     ===============
















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

                                                       F-2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                              INVVISION CAPITAL, INC.
                                                 AND SUBSIDIARIES
                                           (A DEVELOPMENT STAGE COMPANY)
                                            CONSOLIDATED BALANCE SHEETS
                                            DECEMBER 31, 2003 AND 2002





                                  Liabilities and Stockholders' Equity (Deficit)


<S>                                                                <C>                 <C>

                                                                            2003                 2002
Current liabilities:                                                  --------------      --------------

     Accounts payable, trade                                          $    1,335,841      $      317,262
     Accrued expenses                                                         84,712             434,748
     Withholding taxes payable                                               154,036                   -
     Billings in excess of costs and estimated
        earnings on uncompleted contracts                                     62,137                   -
     Advances from stockholders                                              179,070              99,395
     Notes payable                                                           872,025              65,000
     Note payable, stockholders                                              151,821                   -
     Current portion of mortgages payable                                          -           2,572,667
                                                                      --------------      --------------
         Total current liabilities                                         2,839,642           3,489,072
                                                                      --------------      --------------
Mortgages payable, net of current portion                                          -                   -
                                                                      --------------      --------------
Commitments and contingencies                                                      -                   -

Stockholders' equity (deficit):

     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, 8,440,040 and 11,489,990,
        respectively, shares issued and outstanding (Note 2,8)                 8,440              11,490
     Paid in capital in excess of par                                      2,743,561           3,787,786
     Common stock warrants                                                   100,000             100,000
     Accumulated deficit during the development stage                   (  4,669,100)       (  2,379,089)
     Accumulated other comprehensive loss                                          -        (  1,951,951)
                                                                       --------------      --------------
                                                                        (  1,817,099)       (    431,764)
                                                                       --------------      --------------
                                                                       $   1,022,543       $   3,057,308
                                                                       ==============      ==============






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

                                                        F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                              INVVISION CAPITAL, INC.
                                                 AND SUBSIDIARIES
                                           (A DEVELOPMENT STAGE COMPANY)
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                              AND COMPREHENSIVE LOSS
                                      YEARS ENDED DECEMBER 31, 2003 AND 2002
                        AND PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH DECEMBER 31, 2003

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

                                                                                            Cumulative
                                                                                               From
                                                         2003                 2002           Inception
                                                  --------------       -------------      --------------
Revenues                                          $            -       $           -      $            -
Cost of revenues                                               -                   -                   -
                                                  --------------       -------------      --------------
Gross profit (loss)                                            -                   -                   -

Selling and marketing expenses                                 -       (       1,059)     (       66,819)
General and administrative                         (     332,952)      (     588,060)     (    2,000,493)
Gain (loss) on disposal of assets                        157,171       (     215,390)     (       57,219)
                                                  --------------       -------------      --------------
Operating loss                                          (175,781)      (     804,509)     (    2,124,531)

Realized loss on available for sale securities     (   1,951,951)                  -      (    1,951,951)

Interest expense                                   (     162,279)      (     206,988)     (      417,214)
                                                  --------------       -------------      --------------
Loss before income taxes                           (   2,290,011)      (   1,011,497)     (    4,493,696)

Provision for income taxes                                     -                   -                   -

Loss from continuing operations                    (   2,290,011)      (   1,011,497)     (    4,493,696)
                                                  --------------       -------------      --------------
Discontinued operations
     Income from discontinued IMI,
        including gain on disposal net
        of applicable income taxes of $0                       -             327,655      (       24,079)
     Loss from discontinued IDI, net
        of applicable income taxes of $0                       -       (     101,163)     (      151,325)

Net loss                                           (   2,290,011)      (     785,005)     (    4,669,100)

Unrealized loss on decline in value
     of available for sale equity securities                   -       (      39,039)     (    1,951,951)

Reclassification adjustment for realized
     losses included in net income                     1,951,951                   -           1,951,951
                                                  --------------       -------------      --------------
Comprehensive loss                               $(      338,060)    $(      824,044)   $(     4,669,100)
                                                  ==============       =============      ==============
Loss per share basic and diluted:
        Loss from continuing operations          $(         0.20)    $(         0.10)   $(          0.47)
        Income (loss) from discontinued
         operations                                            -      (          .02)    (           .02)
         Net loss                                $(         0.20)    $(         0.08)   $(          0.49)


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

                                                        F-4

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                INVVISION CAPITAL, INC.
                                                    AND SUBSIDIARIES
                                             (A DEVELOPMENT STAGE COMPANY)
                                     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                          YEARS ENDED DECEMBER 31, 2003 AND 2002
                             AND PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH DECEMBER 31, 2003


                                              INVV CAPITAL, INC. ADDITIONAL COMMON                         ACCUM OTHER
                               COMMON STOCK     COMMON STOCK      PAID IN   STOCK     NOTES   ACCUMULATED COMPREHENSIVE
                              SHARES       $    SHARES     $      CAPITAL  WARRANTS RECEIVABLE  DEFICIT       LOSS           TOTAL
                             ----------- ------- --------- ----- ----------- ------ ---------- ------------ ----------- ------------
<S>                          <C>        <C>      <C>       <C>    <C>       <C>    <C>         <C>          <C>         <C>

Balance at 12/31/00         24,257,244  $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 effect
  to reverse merger and
  equity accounts
  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     (1,092)     -           -           -            -           -
                             ----------- ------- --------- ----- ----------- ------ ---------- ------------ ----------- ------------

Common stock for cash                               50,000    50     49,950                                                  50,000

Common stock for land                              400,000   400    399,600                                                 400,000

Common stock for land option                     3,000,000 3,000    240,000                                                 243,000

Common stock for notes                              29,925    30     29,895          (29,925)                                     -


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

                                                               F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                  INVVISION CAPITAL, INC.
                                                      AND SUBSIDIARIES
                                                (A DEVELOPMENT STAGE COMPANY)
                                        CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                             YEARS ENDED DECEMBER 31, 2003 AND 2002


                                              INVV CAPITAL, INC. ADDITIONAL COMMON                         ACCUM OTHER
                               COMMON STOCK     COMMON STOCK      PAID IN   STOCK     NOTES   ACCUMULATED COMPREHENSIVE
                              SHARES       $      SHARES     $      CAPITAL  WARRANTS RECEIVABLE  DEFICIT       LOSS           TOTAL
                             ----------- ------- --------- ----- ----------- ------ ---------- ------------ ----------- ------------
<S>                          <C>        <C>      <C>       <C>    <C>       <C>    <C>         <C>          <C>         <C>
Common stock for services                         428,297    428    207,058                                                 207,486

Common stock issued
    for 7,566,924 shares of
    Starnet Financial, Inc.                     1,891,731  1,892  1,889,839                                               1,891,731

Common stock for cash                             118,650    119    118,531                                                 118,650

Common stock for services                          39,250     39     39,211                                                  39,250

Sell of common stock warrants                                               100,000                                         100,000

Common stock for cash                             126,577    126    126,451                                                 126,577

Common stock for cash                              57,212     57     57,155                                                  57,212

Common stock for services                          48,300     48     47,002                                                  47,050

Common stock for cash                              82,500     83     82,417                                                  82,500

Common stock for cash                               3,150      3      3,147                                                   3,150

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

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

Common stock for 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  3,431,385 100,000   (29,925)  (1,594,084) (1,912,912)       2,330

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

                                                             F-6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                 INVVISION CAPITAL, INC.
                                                     AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                           YEARS ENDED DECEMBER 31, 2003 AND 2002
                            AND PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH DECEMBER 31, 2003


                                              INVV CAPITAL, INC. ADDITIONAL COMMON                         ACCUM OTHER
                               COMMON STOCK     COMMON STOCK      PAID IN   STOCK       NOTES   ACCUMULATED COMPREHENSIVE
                              SHARES       $      SHARES     $      CAPITAL  WARRANTS RECEIVABLE  DEFICIT       LOSS           TOTAL
                             ----------- ------- --------- ----- ----------- ------ ---------- ------------ ----------- ------------
<S>                          <C>        <C>      <C>       <C>    <C>       <C>    <C>         <C>          <C>         <C>
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 Corporation                         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 receivable for 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)

Cancellation of shares                         (3,049,950) (3,050)     3,050

Acquisition of RGA 2003's
  net assets (liabilities)                                        (1,047,275)                                            (1,047,275)

Reclassification of unrealized
  loss to realized loss                                                                          ( 1,951,951)  1,951,951         -

Net loss                                                                                            (338,060)              (338,060)
                             ----------- ----- ---------  ------ ----------- -------- ---------- ------------ ----------- ----------
Balance at 12/31/03                   -       - 8,440,040   8,440  2,743,561  100,000         -  ( 4,669,100)          - (1,817,099)


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

                                                                   F-7

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                              INVVISION CAPITAL, INC.
                                                 AND SUBSIDIARIES
                                           (A DEVELOPMENT STAGE COMPANY)
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      YEARS ENDED DECEMBER 31, 2003 AND 2002
                        AND PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH DECEMBER 31, 2003



 <S>                                             <C>                 <C>                 <c>
                                                                                            Cumulative
                                                                                               From
                                                        2003                2002             Inception
                                                  --------------      --------------    ----------------
Cash flows from operating activities:

     Cash received from customers                 $            -      $      440,035    $      1,009,344
     Cash paid to employees                                    -       (      79,295)    (       449,351)
     Cash paid to suppliers                        (     108,857)      (     162,279)    (       963,041)
     Interest paid                                             -       (     205,988)    (       359,743)
                                                  --------------      --------------    ----------------
        Cash used in operating activities          (     108,857)      (       7,527)    (       762,791)
                                                  --------------      --------------    ----------------
Cash flows from investing activities:

     Cash from RGA 2003 acquisition                        2,100                   -               2,100
     Proceeds from sale of land                                -             184,610             184,610
     Advances made to others                                   -                   -     (        46,403)
     Advances made to RGA 2003                     (     206,275)                  -     (       206,275)
     Payment of real estate closing costs                      -                   -     (       170,530)
     Purchase of property and equipment            (       5,790)                  -     (        13,997)
                                                  --------------      --------------    ----------------
        Cash provided by (used in)
         investing activities                      (     209,965)            184,610     (       250,495)
                                                  --------------      --------------    ----------------
Cash flows from financing activities:

     Advances from stockholders                           79,675              99,395             179,070
     Proceeds from issuance of common stock                    -                 525             438,614
     Proceeds from option agreement                            -                   -             100,000
     Proceeds from line of credit                              -                   -           8,201,706
     Repayment of line of credit                                      (      312,639)    (     8,201,706)
     Proceeds from notes payable                         247,025              15,000             362,025
     Repayment of notes payable                                -      (        8,333)    (        58,333)
                                                  --------------      --------------    ----------------
        Cash provided by (used in)
         financing activities                            326,700      (      206,052)          1,021,376
                                                  --------------      --------------    ----------------
Net increase (decrease) in cash                            7,878      (       28,969)              8,090

Cash at beginning of period                                  212              29,181                   -
                                                  --------------      --------------    ----------------
Cash at end of period                             $        8,090      $          212    $          8,090
                                                  ==============      ==============    ================


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

                                                        F-8

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              INVVISION CAPITAL, INC.
                                                 AND SUBSIDIARIES
                                           (A DEVELOPMENT STAGE COMPANY)
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      YEARS ENDED DECEMBER 31, 2003 AND 2002
                        AND PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH DECEMBER 31, 2003


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

                                                                                             Cumulative
                                                                                                From
                                                        2003                 2002            Inception
                                                  --------------      --------------    ----------------
Net loss                                         $(    2,290,011)    $(      785,005)   $(     4,669,100)

Adjustment to reconcile net loss to
     net cash used in operations:

     Gain on bankruptcy settlement of land       $(      157,171)    $             -    $(       157,171)
     Depreciation                                          1,125               1,500               4,266
     Common stock issued for services                          -               9,500             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
     Realized loss on available for sale securities                  1,951,951          -
1,951,951
     Decrease in accounts receivable                           -              43,449              43,449
     (Increase) decrease in mortgages
        held for sale                                          -             312,639                   -
     (Increase) decrease in prepaid expenses                   -               6,783                   -
     Increase (decrease) in accounts payable             220,992             523,488           1,235,382
     Increase (decrease) in accrued expenses             164,257       (      21,022)            599,005
                                                  --------------      --------------    ----------------
        Total adjustments                              2,181,154             777,478           3,906,309
                                                  --------------      --------------    ----------------
Net cash used in operations                      $(      108,857)    $(        7,527)   $(       762,791)
                                                  ==============      ==============    ================


                                        Supplemental Disclosure of Non Cash
                                        Investing and Financing Activities

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

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

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

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

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

Acquisition of RGA 2003 net assets
     less cash acquired                               1,049,375                   -                   -


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

                                                        F-9

</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. 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.

On December 30,2003,  the Company acquired  Restoration Group America 2003, Inc.
(RGA 2003) and its wholly owned subsidiaries in a transaction accounted for as a
combination of entities under common control.  RGA 2003 through its subsidiaries
provides  fee-based  services that address  clients' risk  management  needs for
their real estate  assets  through the Company's  proprietary  PropertySMART(sm)
program. These services include procedures and costs associated with the risk of
a possible  loss such as loss  control  activities  and  purchasing  traditional
insurance  products as well as services  related to the  consequences  of a loss
after it has occurred by adjusting  claims,  restoring  property and  minimizing
business  interruption  costs.  RGA 2003  provides  these  services  through the
following  directly or indirectly  wholly-owned  subsidiaries:  (i) RG Insurance
Services,  Inc., (ii) RG Risk Management,  Inc., (iii) RG Restoration,  Inc. and
one non-operating subsidiary, Restoration Group America, Inc.

RG Insurance  Services,  Inc.  (RGIS).  RGIS was organized in September  2003 to
operate as a general  multi-lines  insurance  agency.  It is licensed as a Texas
Property & Casualty and Life & Health agency.

RG Risk Management,  Inc.  (RGRM).  RGRM was organized in December 2003 and will
provide claims  management,  third party inspection,  adjusting and underwriting
services.

RG Restoration, Inc. (RG). RG is a Texas corporation organized in December 2003.
It performs  restoration work on multi-family  properties  (primarily  apartment
buildings)  which have  suffered an insured  loss such as a fire,  flood or hail
damage.  These services consist of remediation and reconstruction  services as a
general  contractor  for customers  located  throughout  the United  States.  On
December 30, 2003, RG acquired certain assets and liabilities of The Restoration
Group,  Inc. (TRG), an S-Corporation  for a cash payment of $10. The majority of
the stockholders and directors of RGA 2003 and TRG were the same prior to

                                      F-10
<PAGE>

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


the acquisition.  Accordingly, the transaction is accounted for as a combination
of entities under common control and the assets and  liabilities of TRG were not
adjusted to fair value. Prior to the acquisition of TRG, RG had no operations.

Restoration  Group America,  Inc. (RGA) RGA (formerly  known as The  Residential
Group,  Inc.)  is a  Texas  corporation  organized  in  January  2002.  RGA is a
non-operating  corporation  established to hold the intellectual property rights
to PropertySMART(sm) the development costs of which have been charged to expense
by RGA prior to acquisition by the Company.

The results of  operations of RGA 2003 and  subsidiaries  are only included from
the date of acquisition, December 30, 2003.

Following are the  unaudited pro forma results for the years ended  December 31,
2003 and 2002 and the period from February 15, 2001 (inception) through December
31,  2003 as if the  acquisition  of RGA 2003 had  occurred on January 1 of each
period:

                                                          Februray 15, 2001
                                                             (inception)
                  Year ended           Year ended             through
              December 31, 2003    December 31, 2002      December 31, 2003
              -----------------    -----------------      -----------------

Revenues            7,779,811          4,922,574             23,358,451
Net loss           (2,796,463)        (1,940,552)            (5,098,287)
Loss per share        $ (.25)            $ (.20)                $ (.54)


These  unaudited pro forma results have been prepared for  comparative  purposes
only.  The pro forma  results do not purport to be  indicative of the results of
operations  which would have  actually  resulted  had the  acquisitions  been in
effect  at the  beginning  of the  preceding  year,  nor  are  they  necessarily
indicative of the results of operations that may be achieved in the future.

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.,through
December 31, 2002, and RGA 2003 and its subsidiaries listed above as of December
31,  2003.  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 $4.7 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 expand  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.

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.


                                      F-11
<PAGE>

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

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 - Mortgage Banking
--------------------------------------

Pursuant to Statement of Financial Accounting Standards No. 65, Mortgage Banking
Activities, revenues from the origination and processing of residential mortgage
loans were recognized as income at the time the related loans are sold (Note 3).
Other fees, representing reimbursements for the costs of specific services, were
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.

Revenue recognition - Construction Contracts
--------------------------------------------

The majority of the Company's  construction  revenues are generated  through the
successful bidding and execution of construction contracts. The Company performs
its work under fixed price as well as negotiated priced contracts. The length of
the contracts vary, with ninety percent of the contracts being completed  within
twelve months of the start date. The Company recognizes revenues on contracts on
the  percentage  of  completion  method,  measured by  multiplying  the contract
amount,  including change orders, by the proportion of costs incurred to date to
estimated  total costs for each  contract.  Contracts  in progress are valued at
cost plus accrued  profit less billings to date on uncompleted  contracts.  This
method is used because management  considers it to be the best available measure
of progress on contracts in process.

Allocated job costs include all direct material, labor costs and sub-contracting
expenses  and  various  direct  costs  which can be  specifically  allocated  to
individual  contracts.  Unallocated  contract  costs  as  well  as  general  and
administrative  expenses  are  charged to expense as  incurred.  Provisions  for
losses on uncompleted  contracts are made in the period in which such losses are
determined without reference to percentage completion.  No significant losses on
uncompleted  contracts existed at December 31, 2003. Changes in job performance,
job  conditions  and  estimated  profitability,  including  those  arising  from
contract  penalty  provisions,  and final  contract  settlements  may  result in
revisions  to  costs  and  income  and are  recognized  in the  period  in which
revisions are determined.

The asset  account  'Costs  and  estimated  earnings  in excess of  billings  on
uncompleted  contracts'  represents  revenues  recognized  in excess of  amounts
billed.  The  liability  account  'Billings  in excess  of costs  and  estimated
earnings on  uncompleted  contracts'  represents  billings in excess of revenues
recognized. Balances at December 31, 2003 consist of the following:

Costs incurred on uncompleted contracts                 $       1,464,649
         Estimated earnings                                       475,901
                                                          ---------------
                                                                1,940,550
         Less: Billings to date                           (     2,000,172)
                                                          ---------------
                                                          (        59,622)
                                                          ---------------
         Included in accompanying balance
             sheet under the following captions:
             Costs and estimated earnings in excess
             of billings on uncompleted contracts                   2,515
             Billings in excess of costs and
             and estimated earnings on
             uncompleted contracts                        (        62,137)
                                                          ---------------
                                                        $(         59,622)

                                                          ===============
                                      F-12
<PAGE>

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


Contracts receivable
--------------------

Contracts receivable from performing remediation and reconstruction services are
based on fixed price and negotiated  contracted prices. In accordance with terms
of some contracts,  a certain percentage of the total contract price is withheld
pending  customer  acceptance at the completion of the contract.  As such, these
amounts have been classified as 'Retainages'  under  contracts  receivable.  The
Company  provides an allowance  for doubtful  collections  which is based upon a
review  of  outstanding  receivables,  historical  collection  information,  and
existing economic  conditions.  Delinquent  receivables are written off based on
individual credit evaluation and specific circumstances of the customer.

At December 31, 2003, contracts receivable were comprised of the following:

         Contract Receivables Billed:
             Completed Contracts                             $         402,693
             Contracts in Progress                                     289,663
             Retainage                                                 310,376
             Less:  Allowances for doubtful account           (        262,500)
                                                              ----------------
                                                             $         740,232

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

Property  and  equipment  is  stated  at  cost  less  accumulated  depreciation.
Depreciation is provided  principally on the straight-line  method for financial
reporting purposes at rates based on the following estimated useful lives of the
assets:

                                                                     Years
                                                                     -----
                 Machinery and equipment                              5-7
                 Furniture and fixtures                               3-7
                 Leasehold improvements (Note 7)                     10-15

For the years ended December 31, 2003 and 2002 and the period  February 15, 2001
(inception)  through  December 31, 2003,  depreciation  expense  totaled $1,125,
$1,500 and $4,266, 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, 2003 and 2002 and the period February 15, 2001 (inception)  through
December  31,  2003,   advertising  expense  totaled  $0,  $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, 2003, 2002 and the period February 15, 2001 (inception) through December 31,
2003,  basic and diluted loss per share amounts are computed  using  11,179,024,
9,795,014  and  9,441,579   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 9) or the shares to
be issued  related to the RGA  acquisition  (Note 8) because the effect would be
antidilutive.

                                      F-13
<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 9).

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 7) 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.

On  November  26,  2003,  a  majority  of the  Company's  shareholders  approved
amendments to our articles of  incorporation  to, among other actions,  increase
the  Company's  authorized  capital from  50,000,000  shares of common stock and
15,000,000  shares of preferred stock to 300,000,000  shares of common stock and
35,000,000 shares of preferred stock,  respectively.  There was no change in the
par value of these shares.  These amendments became effective on March 31, 2004.
As of December 31, 2003,  no preferred  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  services.  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. (IMI)
------------------------------

On June 28,  2002,  the Company  sold its wholly  owned  subsidiary,  IMI, 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.





                                      F-14
<PAGE>

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


Invvision Development, Inc. (IDI)
--------------------------------

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
Restlawn Group,  Ltd. (RGL) (Note 7) 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 (Note 6). The Company
also incurred $161,530 of additional closing related costs, which were also been
capitalized as part of the cost of this real estate.

On  December  3, 2002,  INVA #1,  the wholly  owned  nominee  subsidiary  of the
Company, that owned 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 On September 26, 2003,  INVA  #1entered into a Compromise and
Settlement  Agreement  whereby the Company's  investment in its unimproved  real
estate was  transferred  to another  corporation  in exchange for its payment of
various liabilities related to the unimproved real estate,  including the first,
second and third mortgages payable.  The excess of the liabilities paid over the
carrying  value  of  the  real  estate  has  been  recorded  as a  gain  in  the
accompanying consolidated statement of operations.

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, the fair value of its investment totaled $0. Accordingly, the
unrealized  depreciation  in value of this  investment  totaling  $1,951,951  is
reflected in the accompanying  consolidated  financial statements as a component
of  comprehensive  loss.  During the year ended  December 31,  2003,  management
determined that the decline in value was other than temporary. Accordingly, this
amount was  reclassified  as a realized  loss in the  accompanying  statement of
operations.


                                      F-15
<PAGE>

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


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 accrued  interest at 8.0% per annum and matured
on April 30, 2003 with  principal  and accrued  interest due and payable on this
date. Each mortgage was secured by the purchased real estate and subordinated to
each other as prioritized  above.  The mortgages were settled in connection with
the  bankruptcy  settlement  (Note 4). At December  31, 2002,  accrued  interest
payable on each of the above notes totaled $39,598.

In connection with the Company's mortgage banking activities,  the Company had a
$10,000,000 warehouse line of credit with a financial  institution.  The line of
credit matured annually on February 28th, bore interest at 11.5% and was secured
by all of the Company's non real estate assets.  On January 7, 2002, the line of
credit  was repaid  when its  mortgages  held for sale were sold to a  permanent
investor.

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 matured on May 15,
2003 when all principal and accrued interest was due.

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

In connection  with the Company's  acquisition of RGA 2003 (note 1), the Company
assumed  various notes payable  related to RGA 2003's  operations.  These notes,
include a  revolving  line of credit  with Town North Bank due in May 2004 (Note
15), bear interest at rates ranging from 7.9% to 10% and are  unsecured,  except
for the  revolving  line of credit which is secured by accounts  receivable  and
property and equipment and is also  guaranteed by certain  stockholders.  All of
the Company's notes payable are due in 2004.

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 Rea Capital Corp. (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
(Note 6).






                                      F-16
<PAGE>

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


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
years  ended  December  31,  2003 and  2002 and the  period  February  15,  2001
(inception)  through  December 31, 2003,  consulting  fees  incurred  under this
agreement totaled $55,000, $140,000, $430,000,  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, 2003 and 2002, $76,143 and $21,143, respectively of
liabilities remain unpaid to RCC.

The Company also has receivables  from  stockholders  and/or  companies that the
stockholders own a controlling  interest in the amount of $9,703 at December 31,
2003. These receivables are non-interest bearing, non-collateralized and are due
on demand.

8.   COMMITMENTS AND CONTINGENCIES

Lease obligations
-----------------

The Company,  through its  subsidiary,  RGA,  leases its corporate  headquarters
under a short-term  lease that expired in December 2003 that is being  continued
on a month-to-month basis for the foreseeable future at a monthly rental rate of
$12,971.  Rental  expense  pursuant to short term and  month-to-month  operating
leases during the year ended December 31, 2003 were borne by TRG. Rental expense
during  the year  ended  December  31,  2002  and for the  period  February  15,
2001(inception) through December 31, 2003 was approximately $18,235 and $51,145,
respectively.

The Company has capitalized leasehold improvements for costs incurred related to
their corporate  headquarters based on management's plans that a long-term lease
agreement will be arranged.  In the event that such an agreement is not reached,
the  undepreciated  value of the  leasehold  improvements  would be  charged  to
earnings.  The undepreciated value of the leasehold improvements at December 31,
2003 is $127,185


Litigation
----------

The  Company is  subject to legal  proceedings  and  claims  which  arise in the
ordinary course of its business. Management does not believe that the outcome of
any of those  matters  will have a  material  adverse  effect  on the  Company's
combined financial position, operating results or cash flows.

Employment agreements
---------------------

The Company,  through its subsidiary RGA, is obligated under various  employment
agreements  with  members  of  executive  management  that  provide  for  annual
compensation  of $636,000 and  transportation  allowances  of $48,000 along with
other general employee benefits.  The agreements provided for employment at will
and do not obligate the Company when employment is terminated.






                                      F-17
<PAGE>

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


Acquisition of RGA 2003
-----------------------

According to the terms of the Agreement and Plan of Reorganization  (Acquisition
Agreement) by and Among the Company,  Invvision MC, Inc. and  Restoration  Group
America 2003,  Inc., the Company will issue  60,000,000 of its common stock upon
the approval of the Company's  Amended and Restated  Articles of  Incorporation.
Upon  satisfaction of other  conditions,  up to an additional  40,000,000 shares
will also be issued (Note 1).

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, 2003,
there  were no other  options or  warrants  outstanding  for which  compensation
expense  should have been recorded.  Accordingly,  no pro forma or other related
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 $2,717,000 and which has been fully offset by
a valuation  reserve,  the Company also has a deferred tax asset relating to the
realized  loss  of  its   investment   in  available  for  sale   securities  of
approximately  $1,952,000,  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, 2003 is as follows.

                                    Year Ended    Year Ended     Cumulative
                                     12/31/03      12/31/02     from Incepion
                                    ----------    ----------    -------------
Tax expense (benefit) computed
     at statutory rate             $(  778,000)  $( 267,000)    $( 1,587,000)
Increase in valuation allowance        778,000      267,000        1,587,000
                                    ----------    ----------    -------------
                                   $        -    $        -     $         -


                                      F-18
<PAGE>

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


As of December 31, 2003, the Company has approximately $2,717,000 of regular net
operating  losses to offset future  federal income tax, which expire through the
year 2013. 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.

11.  FINANCIAL INSTRUMENTS

The Company's financial  instruments consist of its cash,  contracts  receivable
and its various notes payable, none of which are held for trading purposes.

Cash
----

The Company  maintains its cash in bank deposit  accounts which,  at times,  may
exceed federally  insured limits.  The Company has not experienced any losses in
such accounts and it believes it is not exposed to any significant  credit risks
affecting cash. None of the Company's cash is restricted.

Contracts receivable
--------------------

The  Company  grants  credit,  without  collateral,  to  its  customers  located
throughout  the United  States.  With the  exception  for amounts  reserved  for
doubtful   collectibility,   management  believes  it  is  not  exposed  to  any
significant credit risks affecting  contracts  receivable and these accounts are
fairly stated at estimated net realizable amounts.

Notes payable
-------------

Management  believes the carrying value of these 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.

13.  SEGMENT INFORMATION

Prior to its acquisition of RGA 2003 (Note 1), the Company's  operating segments
consisted of its mortgage  banking  activities  (Notes 1 and 3), its real estate
development  activities  (Notes  1  and  4),  both  of  which  are  reported  as
discontinued  operations,  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  separate  segment
information  is not  presented.  Subsequent to the  acquisition of RGA 2003, the
Company  and  its  subsidiaries  will  operate  in one  line of  business,  risk
management for real estate property owners.








                                      F-19
<PAGE>

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


14.  FOURTH QUARTER ADJUSTMENT

During the fourth  quarter of 2003,  the  Company  settled a disputed  liability
related to its reverse merger  acquisition of OMNI (Note 1). In this regard, the
Company  charged  operations and recorded a liability in the amount of $238,000.
This   adjustment  was   inadvertently   omitted  in  the  unaudited  pro  forma
consolidated  statements  contained  in the Form 8-K/A  filed by the  Company on
April 12, 2004.

15.  SUBSEQUENT EVENTS

On February 28, 2004, the Company signed a Renewal,  Extension and  Modification
Agreement  (Amendment)  which amended the Company's  credit  agreement with Town
North Bank (Note 6). The terms of the Amendment  extended the maturity date from
February 28, 2004 to May 28, 2004,  decreased the maximum  borrowing amount from
$400,000 to $335,000 and  increased the interest rate from 7.9% to the lesser of
the Prime Rate as defined in the  Amendment  plus three  percent or the  highest
rate permitted by law. In connection with the Amendment,  a mandatory  principal
payment of $50,000 was made by the Company.

During  the  first  quarter  of 2004,  the  Company  raised  equity  capital  of
approximately  $750,000  which was used  primarily for current  working  capital
purposes.


















                                      F-20