U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

    For the fiscal year ended September 30, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from __________ to __________

                        Commission File Number 000-30585


                              CREATIVE VISTAS, INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

            Arizona                                              86-0464104
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation of organization)                              Identification No.)

           4909 East McDowell Road, Suite 100, Phoenix, Arizona 85008
           ----------------------------------------------------------
                    (Address of principal executive offices)

                                 (602) 225-0504
                           ---------------------------
                           (Issuer's telephone number)

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

         Securities registered under Section 12(g) of the Exchange Act:
                           Common Stock, No Par Value

     Check whether the issuer (1) has 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 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 revenues for its most recent fiscal year. $0.00

     State the aggregate market value of the voting and non-voting common equity
stock held by  non-affiliates  computed by  reference  to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity, as a specified date with the past 60 days.

     There is currently no market for the Company's Securities.

     On November 30, 2000, the issuer had outstanding 1,000,000 shares of Common
Stock, no par value.

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

ITEM 1. DESCRIPTION OF BUSINESS

     Creative Vistas,  Inc. (the "Company"),  was incorporated on July 18, 1983,
under  the laws of the  State of  Arizona  to  engage  in any  lawful  corporate
purpose. The Company was originally  incorporated under the name Vista Financial
Services,  Inc. and was a wholly-owned subsidiary of Century Pacific Corporation
("Century  Pacific").  In 1993, the Company filed a petition for  reorganization
under   Chapter   11  of  the   United   States   Bankruptcy   Code   (Case  No.
B93-05704-PHX-GBN).  Century  Pacific also filed a petition  for  reorganization
under  the  Chapter  11  of  the  United  States   Bankruptcy   Code  (Case  No.
B96-00935-PHX-GBN).  The Company's modified plan of reorganization was confirmed
by the  Bankruptcy  Court on November 27, 1996,  and the Company's  Common Stock
previously  owned by Century Pacific was exchanged for two and one-half  percent
(2.5%) of the post-reorganization Common Stock of the Company. An additional two
and  one-half  percent  (2.5%) of the  post-reorganization  Common  Stock of the
Company was distributed  under the Century Pacific plan of  reorganization,  and
the  remaining  ninety-five  percent  (95%) was issued in  satisfaction  of rent
obligations  owing by the Company.  On March 12, 1997,  the Company  changed its
name to Creative Vistas,  Inc. Prior to the bankruptcy  filing,  the Company was
engaged in the secondary market mortgage loan brokerage business.

     The  Company  has  conducted  no  business  activities  since  1996  and is
currently  in the  developmental  and  promotional  stages.  The  Company has no
products or services and does not intend to develop products or services.  Since
1996, the Company has not conducted any business,  other than organizational and
administrative matters.

     The  Company's  business  plan at this time is to locate and  consummate  a
merger or acquisition (the "business  combination"),  with a another entity (the
"business  opportunity").  The Company has not selected  any  specific  business
opportunity as an  acquisition  target or merger  partner.  The Company does not
intend to limit  potential  business  opportunities  to any particular  field or
industry, but does retain the right to limit candidates,  if it so chooses, to a
particular  field or industry.  The proposed  business  activities  classify the
Company as a "blind pool," "blank  check" or "shell"  company.  Many states have
enacted  statutes,  rules and  regulations  limiting the sale of  securities  of
"blank check" companies in their respective jurisdictions. See "Blue Sky" below.

     Management  does not intend to  undertake  any efforts to cause a market to
develop  in  the  Company's  securities  or to  undertake  any  offering  of the
Company's securities,  either debt or equity, until such time as the Company has
successfully  implemented  its  business  plan and/or  merged or  combined  with
another company.

     The  Company  filed a  registration  statement  on  Form  10-SB  under  the
Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),  on May 10,
2000.  The primary  attraction of the Company as a merger partner or acquisition
vehicle will be its status as an Exchange Act  reporting  company.  Any business
combination  will  likely  result  in  a  significant  issuance  of  shares  and
substantial dilution to present stockholders of the Company.

                                       2
<PAGE>
COMPETITION

     There are numerous other public  companies that are also seeking  operating
companies and other business  opportunities.  A large number of established  and
well-financed  entities,  including venture capital firms, are actively pursuing
financing  transactions and business combinations with companies that might also
be desirable business opportunities for the Company. Most of those entities have
significantly  greater financial  resources,  technical expertise and managerial
capabilities than the Company.  The Company is,  consequently,  at a competitive
disadvantage in identifying  possible  business  opportunities  and successfully
completing a business combination.  The Company will also experience competition
from  other  public  blank-check  companies,  many of which may have more  funds
available than the Company. The Company will be in direct competition with these
public companies in its search for business opportunities.

GOVERNMENT APPROVAL AND REGULATION

     Although the Company will be subject to regulation under the Securities Act
of 1933, as amended (the "Act"), and the Exchange Act,  management  believes the
Company will not be subject to regulation  under the  Investment  Company Act of
1940,  as amended  (the  "Investment  Act"),  insofar as the Company will not be
engaged in the  business of investing or trading in  securities.  Under  Section
202(a)(11) of the Investment Act, an "investment  adviser" means any person who,
for compensation, engages in the business of advising others, either directly or
through  publications  or writings,  as to the value of  securities or as to the
advisability of investing in,  purchasing,  or selling  securities,  or who, for
compensation and as part of a regular business,  issues or promulgates  analyses
or  reports  concerning  securities.  The  Company  will  only  seek to locate a
suitable  business  opportunity and does not intend to engage in the business of
advising others in investment  matters for a fee or otherwise.  In the event the
Company engages in a business  combination  which results in the Company holding
passive investment interests in a number of entities, the Company may be subject
to  regulation  under the  Investment  Act. In such event,  the Company would be
required  to  register  as an  investment  company  and  may  incur  significant
registration   and  compliance   costs.  The  Company  has  obtained  no  formal
determination  from the SEC as to the status of the Company under the Investment
Act and a violation  of such act may  subject  the  Company to material  adverse
consequences.

BLUE SKY

     Because the  securities of the Company have not been  registered for resale
under the blue sky laws of any state and the  Company  has no  current  plans to
register or qualify its shares in any state, holders of these shares and persons
who desire to  purchase  them in any trading  market  that might  develop in the
future should be aware that there may be  significant  restrictions  under state
"blue sky" laws upon the ability of new  investors to purchase  the  securities.
Some  states may  restrict  the  trading or resale of blind pool or blank  check
securities.  Accordingly,  investors  should  consider any  potential  secondary
market  for  the  Company's  securities  to  be  a  limited  one.  The  specific
restrictions  vary from state to state depending on the state where the investor
resides. Thus, the Company encourages investors to consult with legal counsel to
determine  the  restrictions  on the resale of the  Company's  securities  for a
particular state or states.

                                       3
<PAGE>
MARKET MAKERS

     The Company  has not,  and does not intend to enter into  discussions  with
market  makers  regarding  developing  a trading  market  in its  stock  until a
qualified business opportunity is identified.

RESEARCH AND DEVELOPMENT

     The Company is in a development and promotional  stage and has not expended
any funds in any research and development activities.

ENVIRONMENTAL LAWS

     The Company is in a development and promotional  stage and has not expended
any funds in complying with environmental laws.

EMPLOYEES

     As of the date hereof,  the Company does not have any  employees and has no
plans for retaining employees until such time as the Company's business warrants
the  expenses  or  until  the  Company   successfully   consummates  a  business
combination with an operating company.

FORWARD LOOKING STATEMENTS

     The Company cautions readers regarding forward looking  statements found in
the  following  discussion  and elsewhere in this annual report and in any other
statement made by, or on behalf of the Company, whether or not in future filings
with the SEC.

     Forward   looking   statements  are  statements  not  based  on  historical
information and which 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 the Company's  control and many of which, with respect to future business
decisions,  are subject to change.  These  uncertainties  and  contingencies may
affect actual  results and may cause actual  results to differ  materially  from
those  expressed in any forward  looking  statements made by or on behalf of the
Company.  The  Company  disclaims  any  obligation  to  update  forward  looking
statements.

ITEM 2. DESCRIPTION OF PROPERTY

     The Company has no properties and at this time has no agreements to acquire
any  properties.  The Company also has no present plans to acquire any assets or
make any investments prior to completing a business combination.

ITEM 3. LEGAL PROCEEDINGS

     There is no litigation pending or, to the Company's  knowledge,  threatened
by or against the Company.

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

     There were no matters  submitted  to a vote of the  Company's  shareholders
during the fourth quarter of the fiscal year ended September 30, 2000.

                                       4
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Management has not undertaken  any  discussions,  preliminary or otherwise,
with any prospective  market maker  concerning the  participation of such market
maker in the market for the Company's securities.  Management does not intend to
initiate any such  discussions  until such time as the Company has consummated a
business  combination.  There is no  assurance  that a trading  market will ever
develop or, if such a market does develop, that it will continue.

MARKET INFORMATION

     The  Company's  Common Stock is not quoted at the present time and there is
no trading  market for the  Company's  Common Stock at present.  If and when the
Company's stock is traded in the over-the-counter market, the shares will likely
be  subject  to  Section  15(g) and Rule  15g-9 of the  Exchange  Act,  commonly
referred  to as the  penny  stock  rule.  See  "Risk  Factors  -  "Penny"  Stock
Regulation."

     Management  intends to consider  undertaking a business  combination  which
will  allow the  Company's  securities  to be  traded  without  the penny  stock
limitations.  However,  upon a successful  business  combination,  the Company's
securities may not qualify for listing on Nasdaq or any other national exchange.
Even if the Company's  securities do qualify for listing, the Company may not be
able to maintain the criteria necessary to ensure continued listing. The failure
of the Company to qualify its  securities  or to meet the  relevant  maintenance
criteria  after  such  qualification  may  result in the  discontinuance  of the
inclusion of the  Company's  securities on a national  exchange.  In such event,
trading,  if  any,  in  the  Company's  securities  may  then  continue  in  the
non-Nasdaq,  over-the-counter  market so long as the Company  continues  to file
periodic  reports  with the SEC and there  remain  sufficient  qualified  market
makers in the Company's securities.  As a result, a stockholder may find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, the Company's securities.

     As of November 30, 2000 there were  approximately 635 record holders of the
Company's  Common  Stock.  All of  the  issued  and  outstanding  shares  of the
Company's  Common  Stock were  issued  pursuant  to order of the  United  States
Bankruptcy Court in connection with the bankruptcy  proceedings described herein
under  "Description of Business."  Pursuant to Section 1145 of the United States
Bankruptcy  Code,  recipients of securities  offered under a bankruptcy plan are
generally not subject to  restrictions on resale of such  securities.  Since the
current  holders  acquired the Company's  Common Stock pursuant to the Company's
and Century Pacific's respective confirmed plans of reorganization under Chapter
11 of the United  States  Bankruptcy  Code,  such Common Stock may  generally be
resold without restriction under the Act in accordance with Section 1145.

                                       5
<PAGE>
DIVIDENDS

     The Company has not declared  any  dividends to date and has no plans to do
so in the immediate future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The Company is in a development stage and has very limited assets,  capital
and  operating  expenses,  and no  recurring  revenue or  income.  The costs and
expenses  associated  with the  preparing  and filing of this annual report have
been  paid  and all  other  necessary  capital  shall  be  provided  by  present
management  with  their  personal  funds as loans to the  Company.  The  Company
anticipates that those loans will be repaid by the Company upon the consummation
of the  business  combination.  The Company  could incur  significant  legal and
accounting costs in connection with the consummation of a business combination.

     The Company seeks to acquire assets or shares of an entity actively engaged
in a business that generates revenues in exchange for the Company's  securities.
The Company has not  identified a particular  business  opportunity  and has not
entered into any negotiations regarding any business combination. As of the date
of this annual report, none of the Company's  officers,  directors or affiliates
has engaged in any preliminary  contact or discussions with a representative  of
any business  opportunity  regarding the  possibility of a business  combination
between the Company and such business opportunity.

     The  Company  does not intend to seek  stockholder  approval or provide its
stockholders with a proxy statement or other disclosure documentation concerning
a business  opportunity  prior to the consummation of any business  combination,
unless  required by applicable  law and  regulations.  Prior to  consummating  a
possible business  combination,  the Company, if required by relevant state laws
and regulations,  will seek to have the transaction  ratified by stockholders in
the appropriate manner.

     Any disclosure  documentation  regarding a potential  business  combination
which is provided to the Company's stockholders may include financial statements
of the business  opportunity;  however,  audited  financial  statements for such
business  opportunity  may not be available.  The  Company's  Board of Directors
intends to obtain certain assurances of the value of the business  opportunity's
assets prior to consummating the business  combination,  with further assurances
that an audited statement will be provided within sixty days after closing.

     As the  Company  intends  to remain a shell  corporation  until a  business
opportunity is identified,  the Company's cash requirements will be minimal. The
Company does not anticipate that it will need to raise additional capital in the
next twelve months, other than as necessary to fund administrative expenses. The
Company also does not expect to acquire any plant or significant  equipment,  or
to perform any product research and development in the next 12 months.

                                       6
<PAGE>
     The Company  has no full time  employees.  The Company  does not expect any
significant  changes  in the  number of  employees  in the next 12  months.  The
President  and  Secretary  of the  Company  have agreed to allocate a portion of
their time to the  activities  of the  Company  without  compensation  while the
Company is in a development stage. These officers  anticipate  devoting whatever
time may be reasonably required to the business affairs of the Company.

GENERAL BUSINESS PLAN

     The following discussion of the Company's proposed business is purposefully
general and is not meant to be restrictive of the Company's discretion to search
for business opportunities and to enter into a business combination.

     The Company's purpose is to seek,  investigate,  and, if such investigation
warrants, acquire an interest in a business opportunity presented to the Company
by persons or firms who or which desire to seek the  perceived  advantages  of a
company registered with the SEC. The Company will not restrict its search to any
specific business,  industry, or geographical  location.  Management anticipates
that it may be able to  participate  in a  business  combination  with  only one
potential  business  opportunity  because the  Company  has  nominal  assets and
limited financial resources.  This lack of diversification is a substantial risk
to Company  stockholders  as it will not permit the Company to offset  potential
losses from one venture against gains from another.

     The  Company's  potential  success is heavily  dependent  on the  Company's
management,  which has  discretion in searching for and entering into a business
combination.  Depending on the nature of the business opportunity, the Company's
officers and  directors  may have  limited  experience  in the  proposed  future
business of the Company. There can be no assurance that the Company's management
will have experience in the proposed future business of the Company.

     The Company may seek a business  combination  with an entity that is in its
preliminary or development  stage, has recently  commenced  operations,  or that
wishes to use the public  marketplace  in order to raise  additional  capital to
expand or develop new  products,  services or  markets,  or for other  corporate
purposes.  It is not possible to predict at this time the status of the business
opportunity with which the Company may become engaged. Such business opportunity
may require  additional  capital,  desire to have its shares publicly traded, or
seek other  perceived  advantages  which the Company may offer.  The Company may
acquire assets and establish wholly owned  subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

     The Company  anticipates  that business  opportunities  will be referred by
various sources,  including its officers and directors,  professional  advisors,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community, and others who may present unsolicited proposals.

     The Company will seek a potential  business  opportunity  from a variety of
sources,  but will rely  principally  on personal  contacts of its  officers and
directors as well as indirect  associations  between them and other business and
professional  people. It is not presently  anticipated that the Company will use
any notices or advertisements  in its search for business  opportunities or that
it will engage  professional  firms  specializing  in business  acquisitions  or
reorganizations.

                                       7
<PAGE>
     The  Company  does  not  foresee  that  it  would  enter  into  a  business
combination  with any  business  with which any of its  officers or directors is
currently  affiliated.  Should  the  Company  determine  in  the  future  that a
transaction  with an affiliate would be in the best interests of the Company and
its stockholders,  the Company is generally permitted under Arizona law to enter
into such a transaction if:

     1.   The facts as to the  relationship  or interest of the affiliate and as
          to the contract or transaction are disclosed or are known to the Board
          of Directors,  and the Board authorizes the contract or transaction by
          the affirmative vote of a majority of the disinterested directors;

     2.   The facts as to the  relationship  or interest of the affiliate and as
          to the  contract  or  transaction  are  disclosed  or are known to the
          stockholders entitled to vote thereon, and the contract or transaction
          is specifically  approved by vote of the holders of qualified  shares;
          or

     3.   The  transaction  is  fair  as to the  Company  as of the  time  it is
          authorized,  approved or  ratified,  by the Board of  Directors or the
          stockholders.

     There  is  no  corporate   policy,   bylaw,   resolution  or  agreement  or
understanding with management which either permits or forbids such related party
transactions.  Management is not aware of any circumstances under which this may
change.  In the event that such a related party  transaction  should occur,  the
Company anticipates that it would take appropriate  measures to ensure that such
a  transaction  would  be fair to the  Company.  If it is  determined  that  the
business combination involving an interested director,  officer or affiliate was
not fair to the Company,  Arizona corporate law provides for remedies.  However,
obtaining remedies under law could be time consuming and costly.

     The Company does not intend to seek capital to finance the operation of any
acquired  business  opportunity  until such time as the Company has successfully
consummated  the business  combination.  Furthermore,  the Company has, and will
continue to have, no capital to provide to the business opportunity.  Management
believes the Company  will be able to offer  owners of the business  opportunity
the  possibility  to  acquire a  controlling  ownership  interest  in a publicly
registered  company  without  incurring the cost and time required to conduct an
initial public offering.

     The Company  anticipates  that the selection of a business  opportunity  in
which to  participate  could be  complex  and  extremely  risky.  Due to general
economic  conditions,  rapid  technological  advances  in some  industries,  and
shortages  of available  capital,  management  believes  that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits  include  facilitating  or  improving  the  terms  on  which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar  benefits to key  employees,  and  providing  liquidity
(subject to restrictions of applicable statutes) for all stockholders. Available
business  opportunities may occur in different  industries and at various stages
of development, all of which will make the task of comparative investigation and
analysis of such business opportunities difficult and complex.

                                       8
<PAGE>
     The analysis of new business  opportunities will be undertaken by, or under
the  supervision  of, the  officers and  directors  of the  Company.  Management
intends to concentrate on identifying  prospective business  opportunities which
may be brought to its attention  through  present  associations of the Company's
officers,   directors,  or  stockholders.   In  analyzing  prospective  business
opportunities, management will review the operations of the business opportunity
and focus on such matters as:  available  technical,  financial  and  managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations;   prospects   for  the  future;   nature  of  present  and  expected
competition; quality, experience, and the depth of management services which may
be available; potential for further research,  development, or exploration; risk
factors not now  foreseeable  but which at a later point may be  anticipated  to
impact the proposed activities of the Company;  potential for growth,  expansion
or profit; perceived public recognition or acceptance of products,  services, or
trades; name identification; and other relevant factors. To the extent possible,
the Company  intends to use written  reports and  personal  investigations  on a
business opportunity to evaluate the above factors.

     Management  of the Company  will rely upon their own efforts and, to a much
lesser extent, the efforts of the Company's  stockholders,  in accomplishing the
business  purposes  of the  Company.  It is not  anticipated  that  any  outside
consultant or advisor,  except for the Company's legal counsel and  accountants,
will be necessary to effectuate the Company's business purposes.  If the Company
does retain an outside  consultant  or  advisor,  it is likely that any cash fee
earned by such party would be paid by the prospective business opportunity.  The
Company presently has no contracts or agreements with any outside  consultant or
advisor.

ACQUISITION OF OPPORTUNITIES

     In  implementing  a structure for a particular  business  combination,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture,  or licensing agreement with another corporation or entity. It may also
acquire  stock or assets of an existing  business.  Upon the  consummation  of a
business combination, the present management and stockholders of the Company may
lose control of the Company.  The Company's  directors may, as part of the terms
of the business  combination,  sell their stock in the Company, or resign and be
replaced by new directors without a vote of the Company's stockholders.  Any and
all such sales will only be made in compliance  with the securities  laws of the
United States and any applicable state.

     It is  anticipated  that the securities  issued in any such  reorganization
would be issued in reliance upon an exemption from registration under applicable
federal  and state  securities  laws.  However,  the  Company  may  agree,  as a
negotiated  element  of its  transaction,  to  register  all or a part  of  such
securities   immediately  or  at  specified   times  after  the  transaction  is
consummated. If such registration occurs, it will be undertaken by the surviving
entity after the Company has successfully consummated a business combination and
the  Company is no longer  considered  a "shell"  company.  Until such  business
combination,  the Company  will not  register  any  additional  securities.  The
issuance of  additional  securities  after the  business  combination  and their
potential  sale into any  trading  market  which may  develop  in the  Company's
securities may result in a devaluation of the Company's securities.

                                       9
<PAGE>
     If the Company is able to locate a business opportunity,  that entity might
require the Company's  management or other  stockholders  of the Company to sell
all or a portion of their shares to the entity or the  principals  thereof.  The
Company's  funds  are not  expected  to be  used  for any  stock  purchase  from
affiliates.  The Company  stockholders  may not be provided the  opportunity  to
approve or consent to any such sale. The  opportunity  to actively  negotiate to
sell all or a portion of their  shares in  connection  with an  acquisition  may
influence management's decision to enter into a specific transaction.

     The above  description of potential sales of management  stock is not based
upon any  corporate  bylaw,  stockholder  or board  resolution,  or  contract or
agreement.  Management is not aware of any  circumstances  under which the above
description of the sale of management stock may change. No other payment of cash
or property is expected to be  received by  management  in  connection  with any
acquisition.

     While the actual terms of the business  combination may not be predicted at
this time, it may be expected that the parties to the business  combination will
find it desirable to avoid the creation of a taxable event and thereby structure
the  acquisition  in  a  so-called  "tax-free"   reorganization  under  Sections
368(a)(1) or 351 of the Internal  Revenue Code (the "Code").  In order to obtain
tax-free  treatment  under the Code,  it may be necessary  for the owners of the
acquired  business  to own 80% or  more of the  voting  stock  of the  surviving
entity.  In such event, the stockholders of the Company would retain 20% or less
of the issued and outstanding  shares of the surviving entity.  The consummation
of a business  combination  pursuant  to such  "tax-free"  reorganization  would
result in significant dilution in the equity of such stockholders.

     As  part of the  Company's  "due  diligence"  investigation  of a  business
opportunity,  officers and directors of the Company may meet with management and
key  personnel  of  the  business   opportunity,   visit  and  inspect  material
facilities, obtain independent analysis of verification of information provided,
check  references of management  and key  personnel,  and take other  reasonable
investigative  measures  to  the  extent  of  the  Company's  limited  financial
resources and management expertise. The manner in which the Company participates
in a  business  opportunity  depends  on  the  nature  of the  opportunity,  the
respective  needs and desires of the Company,  the management of the opportunity
and the relative negotiating strength of the Company and such other management.

     With respect to any potential business combination,  negotiations will take
place  concerning  the  percentage  of  the  Company  which  the  other  party's
stockholders   or  owners  would   acquire  in  exchange  for  their   Company's
contribution  to the  transaction.  Depending  upon the  business  opportunity's
assets and  liabilities,  the Company's  stockholders  may hold a  substantially
smaller  percentage  ownership  interest  in the  Company  following  a business
combination.  Any business  combination  could  severely  dilute the  percentage
interest of shares held by the Company's stockholders.

     The  Company  may  participate  in a  business  combination  only after the
execution of written agreements. Although the terms of such agreements cannot be
predicted,  generally such agreements will require some specific representations
and warranties by the parties,  specify  certain  events of default,  detail the
terms of  closing  and the  conditions  that  must be  satisfied  by each of the

                                       10
<PAGE>
parties  prior to and after such closing,  outline the manner of bearing  costs,
including costs  associated with the Company's  attorneys and  accountants,  set
forth remedies on default, and include other miscellaneous terms.

     As stated previously,  the Company does not intend to consummate a business
combination with an entity that cannot provide any necessary  audited  financial
statements  within a  reasonable  period of time after  closing of the  proposed
transaction.  The Company is a reporting company and is subject to the reporting
requirements  of  the  Exchange  Act.  Included  in  these  requirements  is the
affirmative duty of the Company to file independent audited financial statements
as part of its annual report on Form 10-KSB (or 10-K, as applicable) and as part
of its  Form  8-K to be  filed  with  the SEC  upon  realization  of a  business
combination.  If such audited financial statements are not available at closing,
or within the time parameters  necessary to ensure the Company's compliance with
the  requirements  of the Exchange Act, or if the audited  financial  statements
provided do not conform to the business opportunity's  representations set forth
in the closing documents,  the proposed business combination will be voidable at
the  discretion of the  management of the Company  pursuant to provisions in the
closing  documents  setting forth such right.  The closing  documents  will also
provide  that,  if the proposed  business  combination  is voided,  the business
opportunity  will  reimburse  the  Company  for all  costs  associated  with the
proposed transaction.

RISK FACTORS

     The Company's  business is subject to numerous risk factors,  including the
following:

     THE COMPANY HAS NO OPERATING HISTORY, REVENUES, OR EARNINGS FROM OPERATIONS
SINCE  DECEMBER 1996 AND THE  COMPANY'S  PLAN OF OPERATION IS  SPECULATIVE.  The
Company  faces many of the risks of a new business and many of the special risks
inherent  in the  investigation,  or  interest  in a new  business  opportunity.
Moreover,  the Company has no  significant  assets or financial  resources.  The
Company  will,  in  all   likelihood,   sustain   operating   expenses   without
corresponding  revenues until the consummation of a business  combination.  This
may result in the Company  incurring  a net  operating  loss that will  increase
until the Company is able to consummate a business combination with a profitable
business  opportunity.  There is no  assurance  that the Company will be able to
identify such a business  opportunity and consummate such a business combination
or  negotiate  a  business  combination  on  terms  favorable  to  the  Company.
Management  has not  identified  any  particular  industry or specific  business
within an industry for evaluation by the Company.

     The Company has not established a specific length of operating history or a
specified level of earnings,  assets, net worth, or other criteria which it will
require a business  opportunity to have achieved.  Accordingly,  the Company may
enter  into  a  business   combination  with  a  business   opportunity   having
characteristics  that are indicative of development  stage  companies such as no
significant  operating  history,  losses,  limited or no potential for earnings,
limited  assets,  or  negative  net worth.  While  management  intends to seek a
business opportunity with an established  operating history, the Company may not
be successful in locating such a candidate. In the event the Company consummates
a business combination, the success of the Company's operations may be dependent
upon management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.

                                       11
<PAGE>
     A BUSINESS  COMBINATION  COULD RESULT IN A CHANGE IN CONTROL AND MANAGEMENT
OF THE COMPANY. A business  combination  involving the issuance of the Company's
Common Stock will likely  result in  stockholders  of the  business  opportunity
obtaining a controlling  interest in the Company.  Any such business combination
may require  management of the Company to sell or transfer all, or a portion of,
the  Company's  Common Stock held by them,  or resign as members of the Board of
Directors of the  Company.  The  resulting  change in control of the Company may
result in the removal of one or more of its present  officers or directors and a
corresponding reduction in, or elimination of, their participation in the future
affairs of the  Company.  Such change in control is likely to occur  without the
vote or consent of the stockholders of the Company.

     A  BUSINESS  COMBINATION  COULD  SEVERELY  DILUTE THE  PERCENTAGE  OF SHARE
OWNERSHIP HELD BY  STOCKHOLDERS  OF THE COMPANY.  The Company's  primary plan of
operation is based upon a business  combination which would likely result in the
Company  issuing  securities  to  stockholders  of a business  opportunity.  The
issuance of previously authorized and unissued Common Stock of the Company would
result in the  reduction  in the  percentage  of  shares  owned by  present  and
prospective stockholders of the Company and may result in a change in control or
management of the Company.

     CURRENTLY  THERE IS NO TRADING MARKET AND THERE MIGHT NEVER EXIST A TRADING
MARKET  FOR THE  COMPANY'S  SECURITIES.  A trading  market may not  develop  and
stockholders may not be able to liquidate their investment without  considerable
delay.  If a market  should  develop,  the price of the  Company's  stock may be
highly volatile.

     IF AND WHEN THE COMPANY'S  SECURITIES  BECOME  AVAILABLE FOR TRADING,  THEY
WILL  LIKELY BE SUBJECT TO THE  "PENNY"  STOCK  REGULATION  OF RULE 15G-9 OF THE
EXCHANGE  ACT.  Rule 15g-9 of the  Exchange  Act is commonly  referred to as the
"penny  stock"  rule  and  imposes  special  sales  practice  requirements  upon
broker-dealers  who sell such  securities  to  persons  other  than  established
customers or accredited  investors.  A penny stock is any equity security with a
market  price  less than $5.00 per share,  subject to certain  exceptions.  Rule
3a51-1 of the  Exchange Act provides  that any equity  security is  considered a
penny  stock  unless  that  security  is:  registered  and  traded on a national
securities  exchange  and  meets  specified  criteria  set  forth  by  the  SEC;
authorized for quotation in the National  Association  of  Securities'  Dealers'
Automated Quotation System;  issued by a registered  investment Company;  issued
with a price of five  dollars or more;  or issued by an issuer with net tangible
assets  in  excess  of   $2,000,000.   This  rule  may  affect  the  ability  of
broker-dealers to sell the Company's securities.

     For transactions covered by Rule 15g-9, a broker-dealer must furnish to all
investors in penny stocks a risk disclosure document, make a special suitability
determination of the purchaser, and receive the purchaser's written agreement to
the  transaction  prior to the sale. In order to approve a person's  account for
transactions  in penny stocks,  the  broker-dealer  must (i) obtain  information
concerning  the  person's  financial  situation,   investment  experience,   and
investment objectives; (ii) reasonably determine, based on that information that
transactions in penny stocks are suitable for the person and that the person has

                                       12
<PAGE>
sufficient  knowledge  and  experience  in financial  matters to  reasonably  be
expected to evaluate the transactions in penny stocks;  and (iii) deliver to the
person a written  statement  setting forth the basis on which the  broker-dealer
made the  determination  of suitability  stating that it is unlawful to effect a
transaction  in  a  designated  security  subject  to  the  provisions  of  Rule
15g-9(a)(2)  unless the  broker-dealer has received a written agreement from the
person prior to the transaction.  Such written  statement from the broker-dealer
must also set forth, in highlighted  format  immediately  preceding the customer
signature  line, that the  broker-dealer  is required to provide the person with
the  written  statement  and the  person  should  sign and  return  the  written
statement  to the  broker-dealer  only if it  accurately  reflects  the person's
financial situation, investment experience and investment objectives.

     MANAGEMENT  WILL  DEVOTE  A  LIMITED  AMOUNT  OF  TIME  TO  PURSUE  COMPANY
OPERATIONS.  Management provides services on an as-needed basis. While seeking a
business combination, management anticipates collectively devoting whatever time
may be reasonably required to the business of the Company.  However,  due to the
lack of a full time team,  management  may not be able to apply the  appropriate
resources  and time  necessary  to research  and  analyze  the various  business
opportunities, and may overlook attractive business opportunities.

     THE LOSS OF MEMBERS OF  MANAGEMENT  COULD MAKE IT DIFFICULT FOR THE COMPANY
TO CARRY OUT ITS PLAN OF OPERATION.  None of the Company's officers or directors
has entered into a written employment agreement and none is expected to do so in
the foreseeable  future.  Loss of the services of any of these individuals would
adversely  affect  development  of the Company's  business and its likelihood of
continuing operations.

     THERE ARE SEVERAL  CONFLICTS OF INTEREST WHICH MAY ARISE IN CONNECTION WITH
A BUSINESS  COMBINATION.  The Company's officers or directors may participate in
other businesses which may have a purpose similar to that of the Company,  or be
deemed to compete  directly with the Company.  Additional  conflicts of interest
and  non-arms  length  transactions  may also  arise in the event the  Company's
officers or directors are involved in the  management of any firm with which the
Company transacts  business.  Conflicts of interest may be resolved only through
disclosure  to the  Company  and  exercise  of  judgment  in a  manner  that  is
consistent with the officers' and directors' fiduciary duties to the Company.

     It is anticipated  that the Company's  principal  stockholders may actively
negotiate  or  otherwise  consent to the  purchase of a portion of their  Common
Stock as a condition to, or in connection with, a proposed business combination.
In this process,  the Company's  principal  stockholders  may consider their own
personal  pecuniary  benefit  rather than the best interest of the other Company
stockholders, and the other Company stockholders are not expected to be afforded
the opportunity to approve of or consent to any particular  transaction  (unless
required by applicable law).

                                       13
<PAGE>
     In  addition,  upon the  consummation  of a  business  combination  with an
unaffiliated  entity, that entity may desire to employ or retain one or a number
of members of the Company's  management or Board of Directors for the purpose of
providing services to the surviving entity. Because of the potential conflict of
interest,  and as a practical  matter,  if each member of the Company's Board of
Directors  is offered  compensation  in any form from any  prospective  business
combination  candidate,  the proposed  transaction  might not be approved by the
Company's  Board  of  Directors  unless  a  determination  can be made  that the
transaction is inherently fair to the Company's stockholders.

     FINANCIAL  STATEMENT  REQUIREMENTS  COULD  DELAY  OR  PRECLUDE  A  BUSINESS
COMBINATION.  Sections  13 and  15(d)  of the  Exchange  Act  require  reporting
companies  to  provide  certain  information  about  significant   acquisitions,
including certified financial statements for the company acquired, covering one,
two, or three  years,  depending  on the size of the  acquisition.  The time and
additional  costs that may be incurred by some target  entities to prepare  such
statements may significantly  delay or essentially  preclude  consummation of an
otherwise  desirable business  combination.  Business  opportunities that do not
have or are unable to obtain the required  audited  financial  statements may be
inappropriate for a business  combination so long as the reporting  requirements
of the Exchange Act are applicable.

     THE COMPANY HAS NEITHER  CONDUCTED,  NOR HAVE OTHERS MADE  AVAILABLE TO IT,
MARKET  RESEARCH  INDICATING  THAT  MARKET  DEMAND  EXISTS FOR THE  TRANSACTIONS
CONTEMPLATED  BY THE COMPANY.  Management  decisions will likely be made without
detailed  feasibility  studies,  independent  analysis,  market surveys, and the
like.  Moreover,  the Company does not have,  and does not plan to establish,  a
marketing organization.

     THE COMPANY  BELIEVES IT IS AT A DISADVANTAGE  WITH ITS  COMPETITORS IN ITS
SEARCH  FOR  A  BUSINESS   OPPORTUNITY.   A  large  number  of  established  and
well-financed   entities  are  active  in  seeking  business  combinations  with
companies  that may be desirable  business  opportunities  for the Company.  The
Company  expects  to  be  at a  disadvantage  when  competing  with  firms  with
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than the  Company  and,  consequently,  the  Company  will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully  consummating a business  combination.  Moreover,  the Company will
compete with numerous  small public  companies in seeking  business  combination
candidates. These competitive conditions will exist in any industry in which the
Company may become interested.

     A  BUSINESS  COMBINATION  COULD  RESULT  IN A LACK OF  DIVERSIFICATION  AND
INCREASED RISKS. The Company's proposed operations,  even if successful, will in
all likelihood  result in the Company engaging in a business  combination with a
single  business  opportunity.  Consequently,  the Company's  activities  may be
limited to those engaged in by the business opportunity. The Company's inability
to diversify  its  activities  into a number of areas may subject the Company to
economic  fluctuations  within a particular  business or industry and  therefore
increase the risks associated with the Company's operations.

                                       14
<PAGE>
     COMPLIANCE  WITH THE  INVESTMENT  COMPANY  ACT OF 1940 OR OTHER  GOVERNMENT
REGULATION COULD DELAY OR PRECLUDE A BUSINESS COMBINATION.  Although the Company
will be subject to the reporting requirements under the Exchange Act, management
believes the Company will not be subject to regulation under the Investment Act,
insofar as the  Company  will not be engaged in the  business  of  investing  or
trading in securities. In the event the Company engages in business combinations
which result in the Company holding passive investment  interests in a number of
entities,  the Company may be subject to regulation  under the  Investment  Act.
Under such act,  the Company  would be  required  to  register as an  investment
company and would thereby incur significant registration and compliance costs.

     The Company has  obtained  no formal  determination  from the SEC as to the
status of the Company  under the  Investment  Act and  violation of such Act may
subject  the Company to  material  adverse  consequences.  See  "Description  of
Business - Government Approval and Regulation."

     Additionally,  the  Company  may  engage in a business  combination  with a
company that is subject to  regulation  or licensing by federal,  state or local
authorities.   Compliance   with  such   regulations  and  licensing  may  be  a
time-consuming,  expensive process and may limit other investment  opportunities
of the Company.

     A  BUSINESS  COMBINATION  COULD  RESULT IN  ADVERSE  FEDERAL  AND STATE TAX
CONSEQUENCES. The Company intends to structure any business combination so as to
result  in  tax-free  treatment  or  to  minimize  the  federal  and  state  tax
consequences  to both the Company  and the  business  opportunity.  See "Plan of
Operation-Acquisition  of Opportunities." However, such business combination may
not meet the statutory requirements of a tax-free reorganization and the parties
may not obtain  the  intended  tax-free  treatment  upon a transfer  of stock or
assets.  A  non-qualifying  reorganization  may result in the imposition of both
federal and state taxes which may have an adverse  effect on both parties to the
transaction.

ITEM 7. FINANCIAL STATEMENTS

     The financial  statements and schedules are included herewith commencing on
page F-1.

     Independent Accountant's Report                                    F-1
     Balance Sheets                                                     F-2
     Statements of Operations                                           F-3
     Statements of Changes in Stockholders' Equity                      F-4
     Statements of Cash Flows                                           F-5
     Notes to Financial Statements                                      F-6
<PAGE>
                         INDEPENDENT ACCOUNTANTS' REPORT


To The Stockholders and Board of Directors of
Creative Vistas, Inc.

We have audited the accompanying  balance sheets of Creative Vistas,  Inc. as of
September 30, 2000 and 1999, and the related  statements of operations,  changes
in  stockholders'  equity,  and cash  flows  for the  years  then  ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Creative Vistas,  Inc. as of
September  30,  2000 and 1999,  and the  results of its  operations,  changes in
stockholders' equity, and its cash flows for the years then ended, in conformity
with generally accepted accounting principles.


Phoenix, Arizona
November 28, 2000

                                       F-1
<PAGE>
                              CREATIVE VISTAS, INC.
                                 BALANCE SHEETS
                           September 30, 2000 and 1999


                                     ASSETS

                                                            2000         1999
                                                          --------     --------
Current Assets:
  Cash and cash equivalents (Note 1)                      $    962     $     88
                                                          --------     --------

        Total Assets                                      $    962     $     88
                                                          ========     ========

                  LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)

Current Liabilities
  Accounts payable                                        $  1,075     $     --
  Notes Payable - related party (Note 3)                     7,700           --
                                                          --------     --------

        Total Current Liabilities                            8,775           --

Stockholders' Equity:
  Common stock - no par value; 1,000,000 shares
   authorized, issued and outstanding                        7,553        7,553
  Accumulated deficit                                      (15,366)      (7,465)
                                                          --------     --------

        Total Stockholders' Equity (Deficit)                (7,813)          88
                                                          --------     --------

        Total Liabilities and Stockholders' Equity        $    962     $     88
                                                          ========     ========

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-2
<PAGE>
                              CREATIVE VISTAS, INC.
                            STATEMENTS OF OPERATIONS
                 For The Years Ended September 30, 2000 and 1999


                                                       2000            1999
                                                    -----------     -----------
Sales                                               $        --     $        --

General and Administrative Expenses                       7,901             315
                                                    -----------     -----------

Net Loss from Operations                            $    (7,901)    $      (315)
                                                    ===========     ===========

Basic loss per share: (Note 1)                      $      (.01)    $      (.01)
                                                    ===========     ===========

Weighted Average Common Shares Outstanding            1,000,000       1,000,000
                                                    ===========     ===========

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-3
<PAGE>
                              CREATIVE VISTAS, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                 For The Years Ended September 30, 2000 and 1999


                                                                        Total
                                    Common Stock                        Stock-
                                ---------------------   Accumulated    holders'
                                 Shares      Amount       Deficit       Equity
                                ---------   ---------    ---------    ---------
Balance at September 30, 1998   1,000,000       7,553       (7,150)         403

Net loss for the year ended
 September 30, 1999                    --          --         (315)        (315)
                                ---------   ---------    ---------    ---------

Balance at September 30, 1999   1,000,000       7,553       (7,465)          88

Net loss for the year ended
 September 30, 2000                    --          --       (7,901)      (7,901)
                                ---------   ---------    ---------    ---------

Balance at September 30, 2000   1,000,000   $   7,553    $ (15,366)   $  (7,813)
                                =========   =========    =========    =========

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-4
<PAGE>
                              CREATIVE VISTAS, INC.
                            STATEMENTS OF CASH FLOWS
                 For The Years Ended September 30, 2000 and 1999


                                                             2000        1999
                                                            -------     -------
Increase (Decrease) in Cash and Cash Equivalents:

Cash flows from operating activities:
  Cash received from customers                              $    --     $    --
  Cash paid to suppliers                                     (6,826)       (315)
                                                            -------     -------

      Net cash used by operating activities                  (6,826)       (315)
                                                            -------     -------
Cash flows from financing activities:
  Proceeds from Notes Payable Related Party                   7,700          --
                                                            -------     -------

      Net cash provided by financing activities               7,700          --
                                                            -------     -------

Net increase (decrease) in cash and cash equivalents            874        (315)

Cash and cash equivalents at beginning of year                   88         403
                                                            -------     -------

Cash and cash equivalents at end of year                    $   962     $    88
                                                            =======     =======
Reconciliation of Net Loss to Net Cash Used
  by Operating Activities:

Net Loss                                                    $(7,901)    $  (315)

Adjustments to reconcile net loss to net cash
 used by operating activities:

Change in Assets and Liabilities:
  Accounts payable                                          $ 1,075     $    --
                                                            -------     -------

Net cash used by operating activities                       $(6,826)    $    --
                                                            =======     =======

     The Accompanying Notes are an Integral Part of the Financial Statements

                                       F-5
<PAGE>
                              CREATIVE VISTAS, INC.
                          NOTES TO FINANCIAL STATEMENTS


1.   Summary of Significant Accounting Policies, Nature of Operations and Use of
     Estimates:

     Operations:

     Creative Vistas, Inc., formerly known as Vista Financial Services, Inc., is
     a  Corporation  which was duly formed and  organized  under the laws of the
     State of Arizona on July 18, 1983.  The principal  business  purpose of the
     Company was to conduct secondary market mortgage loan brokerage  operations
     and consulting in the southwestern region of the United States. The Company
     has been  essentially  dormant  since  approximately  December,  1996 after
     filing  for  protection  from  creditors  under  Chapter  11  of  the  U.S.
     Bankruptcy Code (See Note 2).

     Pervasiveness of Estimates:

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements,  and the  reported  amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     Cash and Cash Equivalents:

     For financial accounting purposes, cash and cash equivalents are considered
     to be all highly liquid  investments  purchased with an initial maturity of
     three (3) months or less.

     Deferred Income Taxes:

     Deferred  income  taxes are  provided  on an assets and  liability  method,
     whereby  deferred  tax  assets  are  recognized  for  deductible  temporary
     differences and operating loss carryforwards.  Deferred tax liabilities are
     recognized  for  taxable  temporary  differences.  Deferred  tax assets are
     reduced by a valuation  allowance  when it is more likely than not that the
     carryforwards will not be utilized. Deferred tax assets and liabilities are
     adjusted  for the  effects  of changes in tax laws and rates on the date of
     enactment.

     Basic Loss Per Share:

     Basic loss per share  includes  no  dilution  and is  computed  by dividing
     income  available to common  stockholders by the weighted average number of
     shares outstanding for the period.  Diluted earnings per share reflects the
     potential  dilution of  securities  that could share in the earnings of the
     Company.  Diluted  earnings  per share  are not  presented  as no  dilutive
     potential common stock existed as of September 30, 2000 and 1999.

     Fair Value of Financial Instruments:

     The carrying  values of cash and current  notes payable  approximate  their
     fair values because of short maturity of these instruments.

                                       F-6
<PAGE>
                              CREATIVE VISTAS, INC.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


2.   Reorganization Under Chapter 11:

     The Bankruptcy  Court confirmed an order  approving the Company's  Modified
     Plan of  Reorganization  on July 22, 1996. An amended  order  approving the
     Company's  Modified Plan of Reorganization  was confirmed by the Bankruptcy
     Court on November 17, 1996. For financial reporting purposes,  however, the
     effective confirmation date used was July 22, 1996, as the amendment to the
     order  approving the  Company's  Modified  Plan of  Reorganization  did not
     materially modify the order.

     The amended order  approving the Modified Plan of  Reorganization  provided
     for the following:

     Assets and Post-Petition  Liabilities - The Company  transferred all assets
     and  post-petition  liabilities  to two (2)  individuals  in  exchange  for
     $15,000.

     Unsecured  Creditors - All  unsecured  creditors  received  $15,000 in full
     satisfaction of all claims, and as such, all pre-petition  indebtedness was
     fully satisfied and discharged.

     Equity  Security  Holders - All the issued and  outstanding  common  stock,
     which was  previously  wholly-owned  by Century  Pacific  Corporation,  was
     cancelled  in exchange for two and  one-half  percent  (2.5%) of new common
     shares  issued.  Further,  additional  shares  comprising  two and one-half
     percent  (2.5%) of new  common  shares  issued  was  distributed  under the
     Century  Pacific  Plan  of   Reorganization.   The  remaining  new  shares,
     ninety-five  percent (95%) of new common shares issued, were issued to 4909
     East  McDowell  Joint  Venture in full  satisfaction  of rent which accrued
     after September 30, 1996.

     The  Company  has  accounted  for  its  reorganization   using  fresh-start
     accounting.  All assets and liabilities have been restated to reflect their
     reorganization values, which approximates fair values at the reorganization
     date.  Total  debt  forgiven  amounted  to  approximately   $74,000.  Total
     accumulated  deficit  eliminated  upon adoption of  fresh-start  accounting
     amounted to approximately $429,000.

                                       F-7
<PAGE>
                              CREATIVE VISTAS, INC.
                    NOTES TO FINANCIAL STATEMENTS (Continued)


3.   Related Party Transactions:

     During the years ended  September 30, 2000 and 1999 notes payable - related
     party consists of the following:

                                                         2000        1999
                                                        -------     -------
     Note payable to a stockholder, non-interest
     bearing, due on demand; unsecured.                 $ 3,850     $    --

     Note payable to a stockholder, non-interest
     bearing, due on demand; unsecured.                   3,850          --
                                                        -------     -------

                                                        $ 7,700     $    --
                                                        =======     =======

     The notes are due on demand and therefore classified as current.

4.   Income Taxes:

     At  September  30,  2000 and  1999,  deferred  tax  assets  consist  of the
     following:

                                                         2000        1999
                                                        -------     -------
     Net operating loss carryforwards                   $ 3,600     $ 1,800
     Less: valuation allowance                           (3,600)     (1,800)
                                                        -------     -------

                                                        $    --     $    --
                                                        =======     =======

     At  September  30,  2000 and 1999,  the  Company  established  a  valuation
     allowance  equal to the full amount of the  deferred  tax assets due to the
     uncertainty of the utilization of operating losses in future periods.

     At September 30, 2000, the Company had federal and state net operating loss
     carryforwards  in the  approximate  amount of $15,366  available  to offset
     future taxable income through 2020 and 2005, respectively.

                                       F-8
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     The Company has not changed  accountants  in the last two fiscal  years and
there are no disagreements with the findings of the Company's accountants.

                                    PART III

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

     Information  regarding  the Company's  directors and executive  officers is
provided below.

     RUDY R. MILLER, age 53, is President and a Director of the Company and also
serves as Chairman,  President  and Chief  Executive  Officer of Miller  Capital
Corporation,  a part of The Miller Group, which is involved in private corporate
finance,  mergers  and  acquisitions,  and  management  and  investor  relations
consulting. He currently serves on the Board of Directors of Directrix,  Inc., a
public  company  headquartered  in  New  York  City,  New  York,  that  provides
television  production and delivery,  as well as Internet hosting services,  and
also serves on the Board of Directors  of Global  Entertainment  Corporation,  a
public holding company for sports and entertainment  venues.  Mr. Miller is also
Vice Chairman of Finance for THE RITZ-CARLTON(R) MAGAZINE published by SCG, Inc.
He is a member of the  Institute  of  Management  Consultants  headquartered  in
Washington, D.C. Mr. Miller has extensive public company board experience having
served as a board member and  committee  chairman for a dozen public  companies,
including such national  corporations  as America West Airlines,  Inc. and Jacor
Communications,  Inc. He served as an arbitrator for the National Association of
Securities  Dealers  ("NASD") for over twenty  years.  Mr.  Miller  received his
Bachelors and Masters of Business  Administration  degrees from Pacific  Western
University.

     RONALD E. WARNICKE, age 60, is Vice President,  Secretary and a Director of
the  Company,  and since  1989 has been a  founding  partner  in the law firm of
Warnicke  &  Littler.   He  also  serves  as  Vice-Chairman  of  Miller  Capital
Corporation  and Chairman of Fitness  West,  Inc. Mr.  Warnicke has served as an
attorney for debtors,  official creditors  committees,  and major creditors in a
variety of successful  public  company  reorganizations,  including  Texscan and
Circle K. In 1989,  Mr.  Warnicke  was  appointed  by Judge  Bilby of the United
States  Federal  Court as the  Examiner in the American  Continental  bankruptcy
proceedings  involving  Charles  Keating.  Mr.  Warnicke  co-founded  the parent
company of Yugo America, where he negotiated multiple agreements for the sale of
the Pininfarina, Bertone, and Yugo automobiles in the United States. In 1978, he
was called upon by Arizona  Governor  Bruce Babbitt to lead  Governor  Babbitt's
staff through an ultimately successful  re-election  campaign.  Mr. Warnicke has
served as  President  of the Young  Lawyers  Section  of the  Arizona  State Bar
Association  and as one of the four Directors of the American Bar  Association's
largest Section.  Mr. Warnicke was listed in the 1986 edition of Best Lawyers in
America and has long held Martindale  Hubbell's highest attorney rating. He is a
member of the Arizona  State Bar.  Mr.  Warnicke  received his Juris Doctor from
Harvard Law School.

     MARY A. NANCE,  age 58, is  Treasurer of the Company,  and  Executive  Vice
President and Chief Administrative Officer of Miller Capital Corporation, a part
of The  Miller  Group  which is  involved  in  providing  diversified  financial
consulting  services  nationwide.  She has been associated with The Miller Group
since 1977 and has served as an officer  beginning in 1981. Ms. Nance previously
served  as  Executive   Vice   President   of   Administration   and   Corporate
Communications for

                                       16
<PAGE>
States West  Airlines,  a publicly  held,  regional  airline which operated as a
USAir  Express  carrier  and was Vice  President  of  Administration  of  Miller
Technology &  Communications  Corporation.  Mrs. Nance  currently  serves on the
Board of Directors of the  Scottsdale  Camelback  Resort as a Vice President and
Treasurer and serves on the Board of Grounding Point Dance Company, a non-profit
professional dance company. She attended Arizona State University.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section  16(a) of the Exchange Act requires  the  Company's  directors  and
executive officers,  as well as persons beneficially owning more than 10% of the
Company's  outstanding Common Stock, to file reports of ownership and changes in
ownership with the SEC within specified time periods.  Such officers,  directors
and  shareholders  are also  required to furnish the Company  with copies of all
Section 16(a) forms they file.

     Based  solely  on its  review of such  forms  received  by it,  or  written
representations  from certain reporting  persons,  the Company believes that all
Section 16(a) filing requirements applicable to its officers,  directors and 10%
shareholders were complied with during the fiscal year ended September 30, 2000,
except  that  Tudor   Investments  Ltd.  Profit  Sharing  Plan,  Miller  Capital
Corporation,  Mary A. Nance,  Rudy R. Miller and Ronald E.  Warnicke  each filed
Form 3s after the effective date of the Company's registration statement on Form
10-SB.

ITEM 10. EXECUTIVE COMPENSATION

     The Company's officers and directors do not receive  compensation for their
respective  services  rendered to the  Company,  nor has any officer or director
received  such  compensation  in the past.  The Company has not entered into any
employment  agreements  with any of its officers,  directors or  employees.  The
Company's officers and directors will not receive  compensation until authorized
by the Board of Directors. Such authorization is not expected to occur until the
Company has  generated  revenues from  operations  after the  consummation  of a
business combination. As of the date of this registration statement, the Company
has no funds available to pay its officers and directors.  Further,  none of the
officers and  directors is accruing any  compensation  pursuant to any agreement
with the  Company.  The  Company  has not  adopted  any  retirement,  incentive,
pension,  profit  sharing,  stock option or insurance  programs or other similar
programs for the benefit of its employees.

     Persons associated with management may refer a business  opportunity to the
Company.  In the event the  Company  consummates  a  transaction  with an entity
referred by associates of management,  such  associates  may be compensated  for
their  referral in the form of a finder's fee. It is  anticipated  that this fee
will be either in the form of  restricted  Common Stock issued by the Company as
part  of  the  terms  of  the  proposed  transaction,  or in the  form  of  cash
consideration.  The amount of such  finder's fee cannot be  determined as of the
date of this annual  report,  but is expected to be comparable to  consideration
normally paid in like transactions.

                                       17
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The table below lists the  beneficial  ownership  of the  Company's  voting
securities  by each person  known by the Company to be the  beneficial  owner of
more  than 5% of such  securities,  as well  as the  securities  of the  Company
beneficially  owned by all officers and  directors of the Company as of November
30, 2000.  Unless  otherwise  indicated,  the  stockholders  listed possess sole
voting and investment power with respect to the shares shown. [UPDATE]

                       Name and Address of     Amount and Nature of   Percent of
Title of Class          Beneficial Owner         Beneficial Owner        Class
--------------          ----------------         ----------------        -----
    Common       Ronald E. Warnicke                  474,778(1)          47.5%

    Common       Rudy R. Miller                      419,760(2)          42.0%

    Common       Tudor Investments Ltd. Profit       474,778             47.5%
                 Sharing Plan

    Common       Miller Capital Corporation          419,760             42.0%

    Common       Mary A. Nance                        25,000              2.5%

    Common       Officers and Directors              919,538             92.0%
                 as a Group

----------
(1)  Represents  shares held by Tudor  Investments Ltd. Profit Sharing Plan, all
     of which are beneficially owned by Mr. Warnicke.
(2)  Represents  shares  held by Miller  Capital  Corporation,  all of which are
     beneficially owned by Mr. Miller.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits. The exhibits as indexed below are included as part of this annual
     report on Form 10-KSB.

(b)  Reports on Form 8-K.

     There were no current  reports on Form 8-K during the fiscal  quarter ended
September 30, 2000.

                                       18
<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.

                                        CREATIVE VISTAS, INC.


Dated: December 28, 2000                /s/ Rudy R. Miller
                                        ----------------------------------------
                                        Rudy R. Miller, President

     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 dates indicated.

                                POWER OF ATTORNEY

     KNOWN ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below   constitutes   and   appoints   Rudy  R.   Miller  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Form 10-KSB Annual Report, and to file the same, with
all exhibits  thereto,  and other  documents in  connection  therewith  with the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent,  full power and  authority to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully and to
all intents and purposes as he might or could do in person hereby  ratifying and
confirming  all that said  attorney-in-fact  and  agent,  or his  substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

Signatures                            Title                          Date
----------                            -----                          ----

/s/ Rudy R. Miller            President and Director           December 28, 2000
------------------------
Rudy R. Miller


/s/ Ronald E. Warnicke        Vice President, Secretary        December 28, 2000
------------------------      and Director
Ronald E. Warnicke


/s/ Mary A. Nance             Treasurer                        December 28, 2000
------------------------
Mary A. Nance

                                       19
<PAGE>
                                  EXHIBIT INDEX



Exhibit                                                By Reference
Number                  Description                   From Document
------                  -----------                   -------------

2.1           Plan of Reorganization                         *

2.2           Amended Order confirming Debtor's
              modified Plan of Reorganization                *

3.1           Articles of Incorporation                      **

3.2           Amended Bylaws                                 **

24.1          Power of Attorney                              *

27            Financial Data Schedule                        *

----------
*    Filed herewith.

**   Previously filed on Form 10-SB Registration Statement No. 000-30585
     (5/10/00).