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

                                   FORM 10KSB


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

                  For the fiscal year ended December 31, 2001, or

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

                  For the transition period from _____ to _____.


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


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


               2515 Tarpley Road, Suite 100, Carrollton, Texas 75006
               -------------------------------------------------
                    (Address of principal offices) (Zip Code)


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

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

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


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

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

     State issuer's estimates revenues for its recent fiscal year: $569,309

     State The aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and ask price of such common  equity,  as of
December 31, 2001:  $3,099,511

     As of  December  31,  2001  there  were  outstanding  7,871,424  shares  of
Invvision Capital, Inc. common stock, par value $.0001 per share.



<PAGE>

                             INVVISION CAPITAL, INC.
                     Form 10-KSB Report for the Fiscal Year
                             Ended December 31, 2001

                                TABLE OF CONTENTS


                                                                         Page



                                     PART I

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

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

Item 3. Legal Proceedings ..............................................  4

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



                                     PART II

Item 5. Market for Registrant's Common Stock and
          Related Stockholder Matters ..................................  4

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

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

Item 8. Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure ..........................  6



                                    PART III

Item 9.  Directors and Executive Officers of the Registrant ............  6

Item 10. Executive Compensation ........................................  7

Item 11. Security Ownership of Certain Beneficial
          Owners and Management ........................................  7

Item 12. Certain Relationships and Related Transactions ................  7



                                     PART IV

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

SIGNATURE ..............................................................  9





<PAGE>

            CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS


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

These forward-looking  statements include, among others,  statements concerning:
expectations,   anticipations,  beliefs,  estimations,  projections,  and  other
similar matters that are not historical facts, including such matters as: future
capital,  development and exploration expenditures (including the timing, amount
and  nature  thereof),  drilling  and  reworking  of  wells,  reserve  estimates
(including  estimates of future net revenues  associated  with such reserves and
the present  value of such future net  revenues),  future  production of oil and
gas,  repayment  of debt,  business  strategies,  oil and gas prices and demand,
exploitation and exploration prospects,  and other development trends of the oil
and gas industry, and expansion and growth of business operations.

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

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

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

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

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


                                       1
<PAGE>

                                     PART I

Item 1. Description of Business

General
-------

     (a)  Business Development.

     The Company  started the year 2000 as Asset Servicing  Corporation  ("ASC")
and was in the  business of  originating,  underwriting,  documenting,  closing,
funding, and servicing leases for manufacturing and transportation equipment for
businesses.

     On July 10, 2000,  the Company  merged with Par Pass.com,  Inc. And changed
its name to Omni ParkPass, Inc. ("OPPI") which was in the business of designing,
developing  and  integrating  software  systems  in the live  entertainment  and
amusement park industries. Due to technical software and installation issues, in
March 2001, the Company abandoned its efforts in this market.

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


     b)   Business of the Issuer.

     Invvision  Capital  Inc. is a  commercial  and  industrial  real estate and
business development company. The Company's near term business strategy provides
for it to pursue  vertically  integrated  projects  including  the  acquisition,
development  and operation of retail food and fuel outlets and power  generation
facilities.

     During the fiscal year ended  December  31, 2001,  the Company  implemented
this strategy by actively focusing upon the development of venture relationships
with Native American Indian tribes recognized by the U.S. Government.

     In October of 2001,  the Company  completed  the purchase of 19.46 acres of
undeveloped  real estate located at a major  intersection in Carrollton,  Texas.
(see   "Description  of  Property"  and  "Certain   Relationships   and  Related
Transactions") The new George Bush Turnpike,  expected to be partially completed
in 2003; will border the West boundary of this property. Luna Road, which is the
West  boundary of the  property,  will serve as a six-lane  service road for the
freeway.

     The entire property is currently under the Industrial zoning classification
and the Company  has set aside four acres upon which it expects to complete  the
development  of a fuel plaza  complex  along with  branded fast food outlets and
convenience store. The Company expects the balance of the property to be sold to
third parties for development.

     On December 17, 2001 the Company entered into a Memorandum of Understanding
with the Delaware  Indian Tribe providing for them to act as co-developer on the
project.

     The  Company  has  completed  negotiations  on  a  second  project  with  a
California  based Indian tribe and is awaiting final signatures for the Tribe on
the  agreements.  This  project  includes  the  development,   construction  and
operation of a retail fuel plaza,  convenience store and fast food facility.  In
addition,  the project  includes the development of power  generating  plants to
serve the  immediate  area with some  initial  excess  capacity,  which would be
available to generate power for sale into the power grid.

     The Company's marketing efforts over the past fiscal year have concentrated
upon  obtaining  agreements  with other  Indian  tribes for the  development  of
similar projects including local power generation.


                                       2
<PAGE>


     These  projects  are  subject to various  local,  Tribal  level,  State and
Federal regulations depending upon type and location. There is no assurance that
required  government  authorizations  will be obtained or that required  funding
will be obtained to complete any of the Company's projects. However, the Company
believes that is has the required  expertise and experience through it officers,
associates,  consultants  and  partners to  successfully  complete  the elements
necessary for the successful  completion of these projects.  Item 2. Description
of Property.

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

     Invvision  leases  office  space at a rate of $5,000 a month from a company
affiliated  with a director of the Company  which will expire during fiscal year
2003.


Item 2.  Description of Property.

     During March of 2001,  Invvision  Capital,  Inc.,  the  predecessor  to the
Company  acquired  2.25 acres of  unimproved  real  estate in  northwest  Dallas
County,  Texas in exchange for 400,000  shares of its common stock valued by the
company at $1 per share.

     On October 22, 2001, the Company  completed the  acquisition of 19.45 Acres
of undeveloped  real property at the southeast  corner of Beltline Road and Luna
Road in the City of Carrollton, Texas. In March of 2001, the Company acquired an
assignment of a contract to purchase this property from Restlawn, Inc and issued
3,000,000  shares  in  exchange.  The  Company  has  recorded  the  cost of this
assignment  at  $264,500,  the  historical  cost  basis of the  transferor.  The
property  was closed by the  issuance  of 254,000  additional  common  shares to
Restlawn,  Inc. and by the  issuance of mortgages in the amounts of  $1,535,000,
$200,000 and $801,000, all subject to interest at the rate of 8% per annum. (see
"Certain  Relationships  and Related  Transactions").  The Company also incurred
$161,530 of  additional  closing  costs in this  transaction.  This  property is
currently subject to ongoing  development work by the Company.  A study is under
way by the Texas  Natural  Resource  Conservation  Commission  to determine  the
extent of  contamination  if any and the cost of cleanup of the former  landfill
site Management  believes that it is reasonably possible that some contamination
may  exist  and that the cost to the  Company  could  approach  $500,000.  It is
expected  that the study  will be  completed  by July  2002.  This cost has been
anticipated  as  part  of the  land  cost in the  projected  development  of the
property. (see " b)  Business of the Issuer" above)

     The  Company's  executive  offices are located in office  space leased from
TCMC US, Inc. a Texas company owned partially by Rea Capital, Inc., director and
shareholder  of the Company.  Lease payments for this space are $5,000 per month
under a lease, which will expire December 31, 2003. (see "Certain  Relationships
and Related Transactions")




                                       3
<PAGE>

Item 3. Legal Proceedings.

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


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

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


                                    PART II


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

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

     The Company had approximately 314 shareholders as of December 31, 2001.

The following chart reflects the trading range during each quarter:

          Calendar Quarter Ending           High              Low
          -----------------------           -----             ----
          March 31, 2000                     n/a               n/a
          June 30, 2000                      6.00              6.00
          September 30, 2000                 2.85              1.38
          December 31, 2000                  1.38              0.38
          March 31, 2001                     2.40              1.25
          June 30, 2001                      2.40              1.01
          September 30, 2001                 0.55              0.98
          December 31, 2001                  0.55              0.35


     During the year ended  December  31,  2001,  the Company has engaged in the
following sales of unregistered securities.

     On April 20, 2001, the Company issued  4,257,393  common shares in exchange
for 100% of the shares of  Invvision  Capital,  Inc.  The  Company  subsequently
changed its name to Invvision Capital, Inc.


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

Results of Operations
---------------------

Fiscal Year ended December 31, 2001

     During the fiscal year ended 12/31/01,  the Company  recorded a net loss of
$351,733  on  Revenues  of  $569,309.   These  resulted  from  Mortgage  Banking
operations  engaged by the Company through a separate  business  division.  This
division employed 20 mortgage brokers and three non broker employees. During the
year,  Management elected to make a significant change in its strategic business
plan. Pursuant to this change in direction it elected to close down its mortgage


                                       4
<PAGE>

banking activities and concentrate on it new direction, real estate and business
development with emphasis on transactions and  relationships  with Indian tribes
recognized by the United State government. The mortgage banking division now has
no employees and some of the assets including the mortgage  production  pipeline
were transferred to the former Chief Financial Officer of that division.  As the
mortgage  pipeline is closed,  the Company's  warehouse  line of credit  (credit
lines for mortgage  production) will be paid down and not extended further.  The
Company expects to sell the remaining mortgage operation  including licensing in
the coming fiscal year.

Liquidity
---------

     The Company expects to finance it future operations  including  development
activity  through various means of corporate and project finance and through the
issuance  of  additional  securities  as it deems  appropriate.  In May 2001 the
Company raised an additional $100,000 from the sale of an option to purchase (as
amended)  2,000,,000 shares of the Company's common stock at a price of $.50 per
share.  The options expire  February 28, 2005 and there is no assurance when and
if they will be exercised.

     In addition  during the coming  fiscal year,  the Company  expects to raise
additional  funds  from the sale of  remaining  assets  of it  mortgage  banking
operation.  There is currently no contract for the purchase of this property and
therefore no assurance how much or if funds will be realized.

Segment Information
------------------

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

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

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

</TABLE>



Item 7. Financial Statements.

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






                                       5
<PAGE>

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

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

     The former  accountant's  report on the financial  statements as of and for
the fiscal year ended December 31, 2000 was  unqualified  and contained a "going
concern" comment.  There were no disagreements with the former accountant on any
matter of accounting principles or practices,  financial statement disclosure or
auditing scope or procedure.

     Prior to the new  engagement,  the  registrant  had not  consulted  the new
accountant regarding: (i) the application of accounting principles to a specific
completed or contemplated  transaction,  or the type of audit opinion that might
be rendered on the  financial  statements,  or any advice as to any  accounting,
auditing or financial  reporting  issue; or (ii) any matter that was the subject
of a disagreement with the previous accountant.

     A letter  from  Weaver  and  Tidwell,  L.L.P.,  the former  accountants  is
attached as an exhibit to this form 10KSB.


                                   PART III


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


   Name                    Age      Position                 Held Since
   ----                    ---      --------                 ----------
Edward P. Rea              61       Chairman and Director    April 2001

John Edward Rea            36       President and Director   April 2001

Larry K. Akins             56       Director                 October 2001



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

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

Larry K. Akins is a Director of the Company. He currently serves as President of
Invvision Development,  Inc. From July 2000 through October of 2001 he served as
Tribal Liasion with the US Environmental  Protection  Agency.  From 1996 through
1999 he worked with Tom Thumb. He graduated from Washburn Law School in 1972.

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

                                       6
<PAGE>
Item 10.    Executive Compensation

     The Company  currently  pays no  compensation  directly to its  executives,
however it currently has a one year  Consulting  Services  Agreement,  beginning
February  15,  2001 with Rea Capital  Corporation  of which John Edward Rea is a
director.  This contract provides for the payment of a monthly fee in the amount
of $20,000 to Rea Capital Corporation.  These funds pay for business management,
administrative,  accounting  and  advisory  services.  (See  "Item  12.  Certain
Relationships and Related Transactions")


Item 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the amount and nature of beneficial  ownership of
each of the  executive  officers  and  directors  of the Company and each person
known to be a  beneficial  owner of more than five  percent  of the  issued  and
outstanding  shares of the Company as of December 31, 2000. The table sets forth
the  information  based on 7,871,424  common shares issued and outstanding as of
December 31, 2001.

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


                                                     Amount and
                          Name of                    Nature of          Percent
                          Beneficial                 Beneficial            of
Title of Class            Owner                      Ownership           Class
--------------------------------------------------------------------------------
Common                    Edward P. Rea            13,500 Direct         28.40%
                                                2,222,450 shares*
                                                  owned by Rea
                                                  Capital, Inc.
                                                (see Item 12 below)

Common                    John Edward Rea       2,222,450 Shares*        28.21%
                                                   owned by Rea
                                                  Capital, Inc.
                                                (see Item 12 below)

Common                    Larry K. Atkins           None                  0.00%
--------------------------------------------------------------------------------
Common                    All Directors and
                          Officers as a Group    2,235,950 shares        28.41%


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


Item 12. Certain Relationships and Related Transactions

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

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

                                       7
<PAGE>

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



                                    Part III

Index to Exhibits:

Number
------

16.     Resignation letter form Weaver and Tidwell, L.L.P.

99.     Financial Statements











                                       8
<PAGE>






                                   SIGNATURES

         Pursuant  to the  requirements  of  Section  12(g)  of  the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on April 30, 2002.



                    INVVISION CAPITAL, INC.


                     By:  /s/  John Edward Rea
                          ----------------------------
                          Mr. John Edward Rea, President

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on May 8, 2002.















                                        9
<PAGE>