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 Year Ended April 30, 2001

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


                         COMMISSION FILE NUMBER: 0-32061


                              DOTCOM VISIONS, INC.
             (Exact name of registrant as specified in its charter)


             DELAWARE                                    33-0803437
(State of jurisdiction of Incorporation)    (I.R.S. Employer Identification No.)


  216 South Alma School Road, Suite 10, Mesa, Arizona            85210
       (Address of principal executive offices)                (Zip Code)


                                 (480) 898-1846
               (Registrants telephone number, including area code)


         2550 East Desert Inn Road, Suite 323, Las Vegas, Nevada 89121
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by check mark whether the Registrant (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 [ ]

As of April 30, 2001, the  Registrant  had 14,595,000  shares of its $0.0001 par
value common stock issued and outstanding.

As of April 30, 2001, the Registrant had 430,000 shares of its $0.0001 par value
common stock held by non-affiliates of the registrant.  No market value has been
computed based upon the fact that no market has been established at this time.

Total Number of Pages: 28

                       DOCUMENTS INCORPORATED BY REFERENCE

                                 NOT APPLICABLE
<PAGE>
                               TABLE OF CONTENTS


PART  I......................................................................  3

     ITEM 1. BUSINESS........................................................  3
     ITEM 2. PROPERTIES......................................................  4
     ITEM 3. LEGAL PROCEEDINGS...............................................  5
     ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS...........  5

PART II .....................................................................  6

     ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND
               RELATED STOCKHOLDER MATTERS...................................  6
     ITEM 6. SELECTED FINANCIAL DATA.........................................  7
     ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS...........................  7
     ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.....................  8
     ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND
               FINANCIAL DISCLOSURE.......................................... 16

PART III..................................................................... 16

     ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............. 16
     ITEM 11. EXECUTIVE COMPENSATION......................................... 17
     ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT............................................... 18
     ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................ 19

PART IV ..................................................................... 20

     ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
                ON FORM 8-K.................................................. 20

SIGNATURES................................................................... 20

                                       2
<PAGE>
PART I

ITEM  1  -  BUSINESS

General

     Ace Legal Courier  Services,  Inc. was  incorporated  under the laws of the
State of Delaware on May 7, 1998, for the specific intent of conducting  courier
services for lawyers within the California area. Ace Legal Services,  Inc. never
conducted  operations or generated any revenue. On October 29, 1999 the Board of
Directors and the majority of shareholders of Ace Legal Services, Inc. voted and
approved the sale of a controlling interest in the Company,  adopted a change in
the corporations  business plan and adopted a name change for the corporation to
DotCom Visions, Inc.

     DotCom Visions,  Inc. has adopted a business plan to establish  itself as a
company  that will become  actively  engaged in  providing  start-up and ongoing
management services to business-to-business ("B2B") e-Commerce related and other
companies,  through a network of partner and/or similarly related companies. The
Company's  goal is to become a premier  business  "network"  by  establishing  a
presence in major segments of the economy that are  inter-related  and provide a
combined   synergistic   group  that  can  derive  direct   benefit  from  these
relationships

     DotCom  Visions,  Inc.  is a company  that  takes  strategic  positions  in
potentially synergistic enterprises that will enhance the value of its holdings.
The  Company  has  adopted  a  strategy  of  seeking  opportunities  to  realize
significant  gains through the selective  participation  of companies with early
round financing. The Company believes that this strategy provides the ability to
significantly  increase shareholder value, as well as provide capital to support
the growth in the Company's subsidiaries and investments. The Company's strategy
also  envisions  and  will  promote   opportunities  for  synergistic   business
relationships  among the companies  within its portfolio.  This unique method of
generating equity for its shareholders will focus on early-stage companies where
DotCom Visions,  Inc. can add significant value to the investment  through their
network of  relationships  and by  offering  the  experience  in  helping  these
companies build market share and capitalize upon an entrepreneurial vision.

     The  shareholders  of the Company will have an opportunity to invest in all
the  different  businesses  and,  in doing so,  can  spread  the risk with other
investors  and  also  maximize  success  by  acquiring  an  interest  in all the
businesses that succeed and go public.

SERVICES PROVIDED BY DOTCOM VISIONS, INC.

     DotCom  Visions,  Inc.  will provide  services to both  subscriber  venture
capital investors and the acquired  businesses that it is incubating through the
following services:

Investor Services

     Acquisition/Due  Diligence:  DotCom Visions, Inc. will evaluate hundreds of
potential  businesses,  focusing  specifically on the high potential enterprises
that have the business  dynamics  necessary to be a success in today's  business
environment.

     These  potential  acquisitions  will be put through a gauntlet of critique,
scrutiny and due diligence in determining whether or not they are an appropriate
acquisition candidate.  If an acquisition candidate is successful,  they will be
recommended to the shareholders for acquisition.

                                       3
<PAGE>
     Oversight  Management  of Acquired  Businesses:  To protect and nurture the
investments of the  shareholders,  as well as their own  investment,  the DotCom
Visions, Inc. management team will be responsible for hiring and supervising the
operational teams managing the specific businesses.

     Hiring:  The  acquired   businesses  need  to  be  staffed  by  experienced
operations management teams. DotCom Visions, Inc. will be responsible for hiring
the  operations  management  teams  handling the  day-to-day  operations of each
specific acquired business.

     Supervision:  DotCom Visions, Inc. management will supervise the operations
teams  to  insure  that  they  are  properly  applying  the  Company's  business
practices, processes, technology and applications to their respective business.

     Accountability:  The  operations  management  teams  will  present  monthly
financial and operating statements to DotCom Visions,  Inc. management to verify
that the acquired  businesses are adequately  progressing through their business
plans.

     Fund  Distribution  Control:   DotCom  Visions,  Inc.  management  will  be
responsible  for fund  distribution  to the  numerous  businesses.  The business
operations  management  teams will have  limited  spending  authority  requiring
specific  authorization from DotCom Visions, Inc. management to make significant
purchases.

     Oversight  Management  Control  &  Support:  In  addition  to  the  hiring,
supervising, accountability and fund control services, DotCom Visions, Inc. will
be a resource for the acquired  businesses.  The businesses will be staffed with
the  resources  necessary  to take  them to the next  level.  Functions  such as
payroll,  IT and other support  services will not be staffed  in-house for these
emerging businesses.  The businesses will contract with DotCom Visions,  Inc. to
provide  these  services  to  assist  and  support  the  various  businesses  in
progressing to ever increasing levels of activity.

     The Profit Motive: The DotCom Vision,  Inc. management team will earn stock
in the acquired companies as measurable  milestones are achieved.  This puts the
DotCom Visions,  Inc.  management team in the same position as the  shareholders
and properly  aligns the  management  team's  priorities.  Consistent  with this
approach,  the operational  management team of each acquired  business will also
have the  ability  to earn an equity  position  in their  respective  company be
reaching measurable milestones toward making their company public.

     Therefore,  the  self-interest  and  motivations of all  management  teams,
supervisory or operational,  will be to enhance the value of the stock they hold
in all the acquired  businesses.  This  motivation to profit by making the stock
personally held more valuable will serve the DotCom Visions,  Inc.  shareholders
and all management team members extremely well.

ITEM 2 - PROPERTIES

     The Company does not have any  property and at this time has no  agreements
to acquire any property.  The Company  currently leases their corporate  offices
and retail  operations  located at 216 South Alma School  Road,  Suite 10, Mesa,
Arizona  85210.  The lease is on a  month-to-month  basis.  The  Company was not
required to make a security deposit.

                                       4
<PAGE>
ITEM 3 - LEGAL PROCEEDINGS

     The Company knows of no litigation pending, threatened or contemplated,  or
unsatisfied  judgments  against it, or any proceedings in which the Company is a
party.  The Company knows of no legal actions  pending or threatened or judgment
against any officer or director of the Company in his capacity as such.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
                 HOLDERS

     No matters  were  submitted to a vote of security  holders  during the year
ended April 30, 2001.

                                       5
<PAGE>
PART  II

ITEM 5 - MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Price

     There is no trading  market for the  Company's  Common Stock at the present
time and there has been no trading market to date.  There is no assurance that a
trading market will ever develop or, if such a market does develop, that it will
continue.

     If and when the Company's  securities are traded, the securities may likely
be deemed a "penny stock".  The  Securities and Exchange  Commission had adopted
Rule 15g-9 which  establishes  the  definition of a "penny  stock," for purposes
relevant to the Company,  as any equity security that has a market price of less
than  $5.00 per share or with an  exercise  price of less than  $5.00 per share,
subject to certain  exceptions.  For any  transaction  involving a penny  stock,
unless exempt, the rules require: (i) that a broker or dealer approve a person's
account for  transactions  in penny stocks and (ii) the broker or dealer receive
from the investor a written  agreement  to the  transaction,  setting  forth the
identity and quantity of the penny stock to be purchased.  In order to approve a
person's  account for  transactions in penny stocks,  the broker or dealer must:
(i) obtain financial information and investment experience and objectives of the
person and (ii) make a reasonable  determination  that the transactions in penny
stocks are suitable for that person and that person has sufficient knowledge and
experience  in  financial  matters  to be  capable  of  evaluating  the risks of
transactions in penny stocks.  The broker or dealer must also deliver,  prior to
any  transaction  in a  penny  stock,  a  disclosure  schedule  prepared  by the
Commission  relating to the penny stock market,  which,  in highlight  form, (i)
sets  forth  the  basis on which  the  broker  or  dealer  made the  suitability
determination  and (ii) that the  broker or dealer  received  a signed,  written
agreement from the investor prior to the transaction.  Disclosure also has to be
made about the risks of investing in penny stocks in both public  offerings  and
in secondary  trading,  and about commissions  payable to both the broker-dealer
and the registered representative, current quotations for the securities and the
rights and  remedies  available  to an investor in cases of fraud in penny stock
transactions.  Finally,  monthly  statements have to be sent  disclosing  recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.  The Company plans to have its securities traded
in the over-the-counter ("OTC") market. The OTC market differs from national and
regional  stock  exchanges in that it (1) is not cited in a single  location but
operates  through  communication  of  bids,  offers  and  confirmations  between
broker-dealers  and (2)  securities  admitted to quotation are offered by one or
more broker-dealers rather than the "specialist" common to stock exchanges.  The
Company  may apply for listing on the NASD OTC  Bulletin  Board or may offer its
securities in what are commonly referred to as the "pink sheets" of the National
Quotation Bureau. No assurance can be given by the Company that any of the above
events will occur.

Dividends

     The Company has not paid any cash  dividends  on its Common  Shares to date
and there are no plans for paying  cash  dividends  in the  foreseeable  future.
Initial  earnings  that the Company  may  realize,  if any,  will be retained to
finance the growth of the Company.  Any future dividends,  of which there can be
no  assurance,  will be directly  dependent  upon  earnings of the Company,  its
financial requirements and other factors.

                                       6
<PAGE>
ITEM 6 - SELECTED FINANCIAL DATA

     As of April 30, 2001, the Company had negative  working capital of $(1,033)
and  faces  the need for  substantial  additional  working  capital  in the near
future. The Company will be required to seek sources of financing.  No assurance
can be given that the Company will have other financing available,  if required;
or if  available,  will be available  on terms and  conditions  satisfactory  to
management.

     As part of the Company's  plan to raise  additional  working  capital,  the
Company  may make a limited  number of offers and sales of its Common  Shares to
qualified  investors in transactions that are exempt from registration under the
1933 Act.  Other  offers  and sales of Common  Shares may be at prices per share
that  are  higher  or  lower  than  the  price  of the  Common  Shares  in  this
registration  statement.  There can be no  assurance  the Company  will not make
other offers of its  securities  at different  prices,  when,  in the  Company's
discretion,  such  prices are deemed by the Company to be  reasonable  under the
circumstances.

     The selected  financial  data set forth above should be read in conjunction
with "Managements  Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and notes thereto.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The following  Management's  Discussion and Analysis of Operations contains
forward-looking statements that involve risks and uncertainties, including those
referring to the period of time the Company's  existing  capital  resources will
meet the Company's future capital needs, the Company's future operating results,
the market  acceptance of the services of the Company,  the Company's efforts to
establish and the  development  of new services.  The Company's  actual  results
could  differ  materially  from  those  anticipated  in  these   forward-looking
statements  as a result of  certain  factors.  The  following  should be read in
conjunction with our audited Consolidated Financial Statements included within.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY.

     The Company has not  generated  revenues  from  operating  activities.  The
Company  does expect to generate  positive  cash flow from  operations  with the
acquisition  of  a  sixty  percent  (60%)   controlling   interest  in  National
Environmental  Consultants,  Inc.  that was  completed  on March 19,  2001.  The
Company does not  anticipate any material  increase in operating  expenses until
such time as additional  capital can be raised and the Company proceeds with the
further  development of its business plan.  Management believes that the Company
must be successful in raising  equity or debt  financing  sufficient to meet its
working  capital  requirements  and to  support  the  expenses  associated  with
developing the proposed partner companies within the next several months.  There
can be no assurance that the terms  negotiated by the Company will be acceptable
to potential  partner  companies and if favorable  agreements  cannot be made it
would have a material adverse impact on the Company.

                                       7
<PAGE>
PLAN OF OPERATIONS.

Plan of Operation

     On March 21, 2001, the Company  acquired a sixty percent (60%)  controlling
interest in National Environmental  Consultants,  Inc., a Nevada corporation and
holds 15,000 shares of the outstanding  common shares of National  Environmental
Consultants, Inc. National Environmental Consultants, Inc. had a total of 25,000
common shares,  par value $0.001 per share,  issued and outstanding on March 19,
2001. The shares were acquired on a share for share exchange between the Company
and National  Environmental  Consultants,  Inc. Although National  Environmental
Consultants,  Inc. has a limited  operating  history it will provide the Company
with revenues.  National  Environmental  Consultants,  Inc. provides  consulting
services  concerning Stage II Environmental  Compliance Testing that specializes
in the service station industry.

Analysis of Financial Condition

     As of April 30, 2001, the Company had negative  working capital of $(1,033)
and  faces  the need for  substantial  additional  working  capital  in the near
future. The Company will be required to seek sources of financing.  No assurance
can be given that the Company will have other financing available,  if required;
or if  available,  will be available  on terms and  conditions  satisfactory  to
management.

     The Company has prepared audited financial statements as of April 30, 2001.
The Company's  ability to establish  itself as a going concern is dependent upon
the  Company  obtaining   sufficient   financing  to  continue  its  development
activities.  There is no  assurance  that the Company  will  achieve  profitable
operations  in the future.  The Company  could be required to secure  additional
financing to implement  further  development  plans.  There is no assurance that
such  financing  will be  available  to the Company,  or if  available,  will be
available on terms and conditions satisfactory to management.

     As part of the Company's  plan to raise  additional  working  capital,  the
Company  may make a limited  number of offers and sales of its Common  Shares to
qualified  investors in transactions that are exempt from registration under the
1933 Act.  Other  offers  and sales of Common  Shares may be at prices per share
that  are  higher  or  lower  than  the  price  of the  Common  Shares  in  this
registration  statement.  There can be no  assurance  the Company  will not make
other offers of its  securities  at different  prices,  when,  in the  Company's
discretion,  such  prices are deemed by the Company to be  reasonable  under the
circumstances.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                INDEX TO FINANCIAL STATEMENTS - DECEMBER 31, 2000

INDEPENDENT AUDITORS' REPORT................................................. 14

BALANCE SHEET................................................................ 15

STATEMENT OF OPERATIONS...................................................... 16

STATEMENT OF STOCKHOLDERS' EQUITY............................................ 17

STATEMENT OF CASH FLOW....................................................... 18

NOTES TO FINANCIAL STATEMENTS................................................ 19

                                       8
<PAGE>
                              OVIST & HOWARD, INC.
                          Certified Public Accountants
                       A Professional Services Corporation
                             7 Commerce Center Drive
                                     Suite A
                             Henderson, Nevada 89014
                               Tel: (702) 456-1300
                               Fax: (702) 456-6155

DotCom Visions, Inc.
Las Vegas, Nevada

We have  audited  the  accompanying  balance  sheet of DotCom  Visions,  Inc. (a
development  stage  company) as of April 30, 2001 and the related  statements of
operations, stockholders equity and cash flows for the year ended April 30, 2001
and the period of May 7, 1998  (inception)  to April 30, 2001.  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 audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of DotCom  Visions,  Inc. (A
development  stage  company)  as of  April  30,  2001  and  the  results  of its
operations  and its cash flows for the year ended  April 30, 2001 and the period
of May 7, 1998  (inception)  to April 30, 2001,  in  accordance  with  generally
accepted accounting principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 3 to the  financial
statements,  the Company has had no operations and has no established  source of
revenue.  This raises substantial doubt about its ability to continue as a going
concern.  Management's plan in regard to these matters is also described in Note
3. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.

/s/ Ovist & Howard

Certified Public Accountants

June 19, 2001
Henderson, Nevada

                                       9
<PAGE>
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

APRIL 30, 2001
================================================================================

                                     ASSETS

Current Assets:
  Cash                                                                 $  3,894
                                                                       --------
     Total Current Assets                                              $  3,894

Property & Equipment: (Note 2)
  Equipment                                                            $    585
                                                                       --------
  Total                                                                $    585
                                                                       --------
Less: Allowance for Depreciation                                            137
                                                                       --------
Net Property & Equipment                                               $    448
                                                                       --------
Other Assets:
  Investment (Note 6)                                                  $     15
                                                                       --------
     Total Other Assets                                                $     15
                                                                       --------

       Total Assets                                                    $  4,357
                                                                       ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accrued Interest (Note 4)                                            $  3,466
  Accounts Payable (Note 4)                                               1,461
                                                                       --------
     Total Current Liabilities                                         $  4,927

Long-Term Debt (Note 4 and 6)                                          $ 56,000
                                                                       --------

       Total Liabilities                                               $ 60,927

Stockholders' Equity:
Common Stock, $0.0001 par value, Authorized
  75,000,000 shares; Issued and outstanding;
  at April 30, 2001 -- 14,595,000 shares                               $    521
Additional paid-in capital                                                7,864
Deficit accumulated during the development stage                        (64,955)
                                                                       --------
     Total Stockholders' Equity                                        $(56,570)
                                                                       --------
       Total Liabilities and Stockholders' Equity                      $  4,357
                                                                       ========

                See accompanying accountants' compilation report
                       and notes to financial statements

                                       10
<PAGE>
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED APRIL 30, 2001 AND THE PERIOD FROM
MAY 7, 1998 (INCEPTION) TO APRIL 30, 2001

================================================================================

                                                                 Period from
                                                                 May 7, 1998
                                                                 (Inception)
                                                Year Ended         through
                                              April 30, 2001    April 30, 2001
                                              --------------    --------------
Income:
  Revenue                                      $     -0-          $    -0-

Operating Expenses:
  Accounting                                         -0-               800
  Amortization                                       -0-                58
  Bank Charges                                        12               324
  Filing Fees                                        -0-                69
  Marketing                                          -0-             2,678
  Office Expense                                     -0-               103
  Transfer Fees                                      -0-               500
  Depreciation Expense                               119               137
  Organizational Costs                               -0-            50,089
  License & Fees                                     -0-               640
  Tax Expense                                         97               146
  Legal Fees                                       5,000             5,500
  Courier Service                                    -0-                45
  Interest Expense                                 3,466             3,466
  Rent Expense                                       -0-               400
                                                --------          --------
Total Operating Expenses                           8,694            64,955
                                                --------          --------

Loss From Operations                            $ (8,694)         $(64,955)
                                                ========          ========

                See accompanying accountants' compilation report
                       and notes to financial statements

                                       11
<PAGE>
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY

PERIOD FROM MAY 7, 1998 (INCEPTION) TO APRIL 30, 2001

================================================================================

                                                                     Deficit
                                    Common Stock       Additional  Accumulated
Transaction                    ----------------------    Paid In     During
                                 Shares       Amount     Capital   Development
                               -----------    -------   ---------   ---------
May 7, 1998
Issued for Cash                  1,000,000    $   100       $ -0-       $ -0-

July 31, 1998
Issued from sale of
Private placement                   43,000          4       4,296         -0-

Net loss,
May 7, 1998 (inception)
to April 30, 1999                      -0-        -0-         -0-      (4,972)

October 31, 1999                (1,043,000)
Stock split 10:1                10,430,000        -0-         -0-         -0-

March 15, 2000
Issued for Cash                  1,450,000        145       1,305         -0-

March 17, 2000
Issued for Cash                  2,500,000        250       2,250         -0-

March 17, 2000
Issued for Services                200,000         20         -0-         -0-

Net Loss Year Ended
April 30, 2000                         -0-        -0-         -0-     (51,294)

March 23, 2001
Issued for Investment in
Stock in another Corporation        15,000          2          13         -0-

Net Loss Year Ended
April 30, 2001                         -0-        -0-         -0-      (8,694)
                               -----------    -------   ---------   ---------

Balance At 4/30/2001            14,595,000    $   521   $   7,864   $ (64,955)
                               ===========    =======   =========   =========

                See accompanying accountants' compilation report
                       and notes to financial statements

                                       12
<PAGE>
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED APRIL 30, 2001 AND THE PERIOD FROM
MAY 7, 1998 (INCEPTION) TO APRIL 30, 2001

================================================================================

<TABLE>
<CAPTION>
                                                                                 Period from
                                                                                 May 7, 1998
                                                                                 (Inception)
                                                              Year Ended           through
                                                            April 30, 2001      April 30, 2001
                                                            --------------      --------------
<S>                                                            <C>                 <C>
Cash Flows from Operating Activities:

Net Loss During Period                                         $ (8,694)           $(64,955)

Items Not Affecting Cash Flow:
Depreciation                                                        119                 137
(Increase) - Decrease in Equipment                                  -0-                (585)
Increase - (Decrease) in Investments                                (15)                (15)
(Increase) - Decrease in Current Liabilities                      3,466               4,927
                                                               --------            --------

Net Cash Flow From Operations                                  $ (5,124)           $(60,491)

Cash Flow From Financing Activities:

Proceeds from Long-Term Debt                                        -0-            $  8,370
Note Payable                                                      5,000              56,000
Stock issued for Investments                                         15                  15
                                                               --------            --------

Net Cash Flow From Financing Activities                        $  5,015            $ 64,385

Net Increase (Decrease) In Cash                                $   (109)           $  3,894
Cash At Beginning of Period                                       3,974                 -0-
                                                               --------            --------

Cash At End Of Period -- April 30, 2001                        $  3,894            $  3,894
                                                               ========            ========
Non-Cash Investing and Financing Activities:
Issuance of Common Stock in exchange for
  investment in another corporation                            $     15            $     15
                                                               --------            --------
</TABLE>

                See accompanying accountants' compilation report
                       and notes to financial statements

                                       13
<PAGE>
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2001

================================================================================

NOTE 1 - HISTORY AND ORGANIZARTION OF THE COMPANY:

The  Company  was  organized  on May 7,  1998,  under  the laws of the  State of
Delaware, as Ace Legal Courier Services,  Inc. The Company has no operations and
in  accordance  with SFAS #7, the  Company is  considered  a  development  stage
company.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES:

Accounting  policies and procedures have not been determined  except as follows:

     1.   The Company uses the accrual method of accounting.
     2.   Earnings per share is computed  using the weighted  average  number of
          shares of common stock outstanding.
     3.   The  Company  has not yet  adopted  any  policy  regarding  payment of
          dividends. No dividends have been paid since inception.
     4.   The Company has adopted a fiscal year end of April 30.
     5.   Equipment  is recorded  at cost.  Depreciation  is provided  using the
          straight-line method over the estimated useful lives of the asset.

NOTE 3 - GOING CONCERN:

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principals  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the  Company  has no  current  source of  revenue.  Without
realization  of  additional  capital,  it would be  unlikely  for the Company to
continue  as a going  concern.  It is  management's  plan to  raise  substantial
amounts  of equity  funds for use in its  administrative  and  general  business
activities.

NOTE 4 - RELATED PARTY ACCOUNTS AND TRANSACTIONS:

Included in long-term  debt at April 30,  2001,  are loans from the officers and
stockholders of the Company totaling $56,000.00.

Included in accounts  payable are payables due to the officers and  stockholders
of the Company totaling $1,461.00.

Included in accrued interest is interest due to the officers and stockholders of
the Company totaling $3,466.00.

                                       14
<PAGE>
DOTCOM VISIONS, INC. (A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2001

================================================================================

NOTE 5 - INVESTMENT IN CORPORATION:

Investment in National Environmental  Consultants,  Inc. -- DotCom Visions, Inc.
is a 60% shareholder. The investment is accounted for under the equity method of
accounting.

Unaudited financial information pertinent to National Environmental Consultants,
Inc. at March 21, 2001 is summarized as follows:

Balance Sheet:

  Current Assets                                                          $3,300
                                                                          ------
Total Assets                                                              $3,300

  Current Liabilities                                                     $  600
  Stockholders Equity                                                      2,700
                                                                          ------

Total Liabilities and Stockholder Equity                                  $3,300

Results of Operations:
  Revenue                                                                 $3,000
  Expenses                                                                   600
                                                                          ------
Net Income (Loss)                                                         $2,400

                                       15
<PAGE>
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

     The Company has not changed  accountants  since inception on May 7, 1998 to
April 30,  2001.  During  that  period,  there  were no  disagreements  with the
accountants regarding accounting and financial disclosure.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following  table sets forth the names of the members of the  Company's
Board of Directors, executive officers and the position with the Company held by
each:

Name                          Age                   Position
----                          ---                   --------
John Hoffman                   37            Director, Chief Executive Officer
                                             and President

Steve Clark                    40            Director and Vice President -
                                             Corporate Development

     There are no other  persons  nominated  or chosen  to become  directors  or
executive  officers,  nor are there any employees other than above.  There is no
arrangement or understanding  between any of the directors or officers  pursuant
to which they were  elected to their  office.  Each  director is elected to hold
office until the next annual meeting of shareholders and until his successor has
been  elected  and  qualified.  Officers  are  elected  annually by the Board of
Directors and hold office until  successors are duly elected and qualified.  The
following  is a brief  account  of  business  experience  of each  director  and
executive officer of the Company.

     John Hoffman.  Mr. Hoffman has been a Director and President of the Company
since  October 29,  1999.  Mr.  Hoffman  has vast  experience  in  managing  and
developing business and business  activities in a wide array of industries.  Mr.
Hoffman   has   experience   in   management,    marketing,    engineering   and
product/business  development in both big  businesses,  as well as with start-up
developing companies.

     Mr. Hoffman is the current  Co-Owner and Chief  Executive  Officer of Orion
Environmental  Southwest,  Inc.,  a stage II  environmental  compliance  testing
company  that  specializes  in the  service  station  industry.  Mr.  Hoffman is
responsible  for the profit and loss,  marketing and all general  administrative
affairs.  Mr. Hoffman was the Chief Operating  Officer until  February,  1999 of
Precision  Plastics  Molding,  Inc., where since 1998 he was responsible for the
development  of systems and  procedures  to streamline  operations  and maximize
profitability,  provide marketing  strategies,  quality  assurance,  purchasing,
engineering and design.  Mr. Hoffman was the President,  Chief Executive Officer
and owner of Premier Plastic  Corporation  from 1994 to 1998, where he developed
the start-up  company,  offering custom plastic  injection molding services that
were distributed worldwide. From 1992 to 1994, Mr. Hoffman was Senior Operations
Engineer and Manager of Site  Development for Taco Bell  Corporation/PepsiCo  in
Irvine, California where he was accountable for analytic and diagnostic systems,
engineering and the business core processes, including design and implementation
of information systems for corporate and field personnel.

                                       16
<PAGE>
In  addition,   Mr.  Hoffman  was  a  design  manager  for  worldwide   business
transactions  that  included  forecasting  and  labor  scheduling  systems,  the
creation and  maintenance  of operational  standard  databases and various labor
savings, trade-off and human factors/ergonomics  studies. From 1990 to 1992, Mr.
Hoffman worked as an industrial/manufacturing  engineer at Northrop Corporation,
B-2 Division, Libbey Glass, Inc. (a subsidiary of Owens-Illinois) and Sweetwater
Authority  Municipality  where  he had  varied  positions  and  responsibilities
including  Industrial/Manufacturing  Engineer,  Industrial  Engineer  and Senior
Engineering  Technician.  Mr.  Hoffman  received  his  Bachelor  of  Science  in
Industrial  Engineering from California State  Polytechnic  University,  Pomona,
California in 1990 and his Master of Science in Engineering  Management (Northop
Graduate Fellowship Recipient),  from the University of Southern California, Los
Angeles, California in 1992.

     Steve  Clark.  Mr.  Clark is a  Director  and Vice  President  -  Corporate
Development of the Company.  Mr. Clark has been employed by American Express TRS
where he has been involved with multiple Internet, computer and software related
functions  including,   Software/Network  Specialist  for  Web  development  and
Infrastructure  support.  From  1993 to 1996,  Mr.  Clark,  while  working  with
Traveler  Financial   Services,   served  as  a   Programmer/Analyst.   Specific
qualifications  that Mr.  Clark  brings to the  Company  include  the  technical
knowledge and familiarity of web based design and  development  from the initial
stages through end-user  testing.  Mr. Clark has experience as a liaison between
companies  and new  technology in providing  the required  support  bringing the
product  and/or  service to use. In 1983,  Mr.  Clark  received  his Bachelor of
Science degree in Biomedical  Science from Montana State  University and in 1993
Mr. Clark received a Bachelor of Science degree in Computer Science  Engineering
specializing in Software from Arizona State  University.  The combination of Mr.
Clark's education and vast experience within multiple  technology settings makes
him an asset in providing direction to the Company.

ITEM 11 - EXECUTIVE COMPENSATION

     The officers of the Company have not  received any cash  compensation.  The
Company plans to begin compensating the officers at such a time when the Company
is generating revenues.  Presently, the Company has not established any dates or
other requirements for the officers to begin receiving compensation. The Company
does not presently  provide group medical or life  insurance for its  employees,
although  the Board of  Directors  may  recommend  such  plans be adopted in the
future.

     To further  the growth of the  Company  and to reward  key  employees,  the
Company plans to compensate officers,  directors,  consultants and key employees
providing  bona fide services to the Company  through the award of Common Shares
of the Company.  The Company's  Board of Directors will be  responsible  for the
administration  of  executive  compensation  and will  grant  awards  under  the
Employee  Compensation Plan.  Nothing in this Employee  Compensation Plan, or in
the grant of an award,  shall  confer upon any employee the right to continue in
the employ of the Company,  nor shall it  interfere  with or restrict in any way
the rights of the Company to  discharge  any employee at any time for any reason
whatsoever, with or without cause. The Employee Compensation Plan is intended to
reward employees,  officers, directors and consultants, based upon the Company's
performance.

     The officers and  directors  will be retained  under  employment  contracts
containing  adequate  compensation  and benefits to insure the proper growth and
development of the Company.  All employment and compensation will be approved by
the Board of Directors.

                                       17
<PAGE>
     No officer of the Company  receives  any  additional  compensation  for his
services as a director.  However,  directors are entitled to be  reimbursed  for
reasonable and necessary  out-of-pocket  expenses incurred by them in connection
with meetings of the Board of Directors or other matters of Company business.

     The Company is not aware of any  arrangement,  including  the pledge by any
person of securities of the Company,  which may at a subsequent date result in a
change in control of the Company.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     At April 30, 2001,  the Company had  14,595,000  Common  Shares  issued and
outstanding.  The  following  tabulates  the  holdings  of Common  Shares of the
Company  by each  person  who holds of record or is known by  management  of the
Company to own beneficially  more than 5% of the Common Shares and, in addition,
by all directors and officers of the Company, individually and as a group:

                                                    Number of       Percent
Name and Address                                     Shares         of Class
----------------                                     ------         --------
Victory Funding Group Ltd.                          3,166,667        21.72%
Sea Meadow House
P.O. Box 116, Road Town
Tortola, British Virgin Islands

Derby Holdings Ltd.                                 3,166,667        21.72%
Sea Meadow House
P.O. Box 116, Road Town
Tortola, British Virgin Islands

Hane Development Ltd.                               3,166,666        21.72%
3rd Floor Macmillan House
96 Kenington High Street
London, W8 4SG
United Kingdom

Euro-Equities Ltd.                                  2,500,000        17.15%
Providence House
East Hill Street
P.O. Box SS 6827
Nassau, Bahamas

John Hoffman (1)                                      750,000         5.14%
235 World Trade Center
San Francisco, California 94111

Steve Clark (1)                                       500,000         3.43%
235 World Trade Center
San Francisco, California 94111                     ---------        -----

All officers/directors as a group (two)             1,250,000         8.57%

----------
(1)  Officers and directors of the Company.

                                       18
<PAGE>
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On May 7, 1998,  the Company  issued  1,000,000  Common  Shares,  par value
$0.0001 per share, to the founding  shareholders of Ace Legal Courier  Services,
Inc. in consideration for $100.00 cash and performing the duties of the Board of
Directors.

     During July 1998,  the  Company  issued  43,000  Common  Shares,  par value
$0.0001 per share, to thirty (30)  non-affiliated  private investors in exchange
for cash of  $4,300.00.  The  average  cost per  share to these  investors  was,
therefore,  $0.10 per share.  These shares were placed under  Regulation D, Rule
504 of the Securities Act of 1933, as amended.

     On October 31, 1999, at a duly organized  meeting of the Board of Directors
and  Shareholders,  it was approved to do a 10:1 forward  split of the Company's
issued and outstanding  shares of common stock. After the 10:1 forward split the
Company had 10,430,000 Common Shares, par value $0.0001 issued and outstanding.

     On March 15, 2000, the Company issued  2,900,000  Common Shares,  par value
$0.0001  per  share to three  (3)  private  investors  in  exchange  for cash of
$3,450.00. No market existed on the Company shares at the time of issuance.

     On March 17, 2000, the Company issued  1,250,000  Common Shares,  par value
$0.0001  per share to the  officers  of the  Company  for  services  rendered as
follows:  John  Hoffman,  President,  was issued  750,000 in  consideration  for
services  rendered to the Company.  Steve Clark,  Vice President of Development,
was issued 500,000 in  consideration  for services  rendered to the Company.  No
market  existed on the Company  shares at the time of issuance.  These  services
were valued at $500.00.

     On March 21, 2001,  the Company  issued  15,000  Common  Shares,  par value
$0.0001 per share to National  Environmental  Consultants,  Inc. in exchange for
15,000  Common  Shares,  par value  $0.001 per share of  National  Environmental
Consultants,  Inc. These 15,000 shares  represented a 60% interest in the issued
and outstanding shares of National Environmental Consultants, Inc.

                                       19
<PAGE>
PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     Financial  Statements  and  Schedules  required to be filed  hereunder  are
indexed on page 8 hereof. Reports on Form 8-K are attached.

SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                        DOTCOM VISIONS, INC.



                                        By: /s/ John Hoffman
                                            -----------------------------------
                                            John Hoffman
                                            Director and President



                                        Dated: July 24, 2001

                                       20
<PAGE>
PART IV OTHER INFORMATION

ITEM 14. REPORT ON FORM 8-K


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

                                    FORM 8-K


              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of Earliest Event Reported): March 23, 2001


                         COMMISSION FILE NUMBER: 0-32061


                              DOTCOM VISIONS, INC.
             (Exact name of registrant as specified in its charter)


                NEVADA                                    33-0803437
(State of jurisdiction of Incorporation)    (I.R.S. Employer Identification No.)


2550 East Desert Inn Road, Suite 323, Las Vegas, Nevada          89121
         (Address of principal executive offices)              (Zip Code)


                                 (602) 952-1552
              (Registrants telephone number, including area code)


            235 World Trade Center, San Francisco, California 94111
              (Former name, former address and former fiscal year,
                         if changed since last report)

Total Number of Pages: 7

                                       21
<PAGE>
ITEM 1. ACQUISITION OF ASSETS:

WHEREAS,  this  corporation  has  acquired  a sixty  percent  (60%)  controlling
interest in National Environmental  Consultants,  Inc., a Nevada corporation and
holds 15,000 shares of the outstanding  common shares of National  Environmental
Consultants, Inc. National Environmental Consultants, Inc. had a total of 25,000
common shares,  par value $0.001 per share,  issued and outstanding on March 19,
2001. The shares were acquired on a share for share exchange between the Company
and National Environmental Consultants, Inc.

National Environmental Consultants, Inc. provides consulting services concerning
Stage II  Environmental  Compliance  Testing  that  specializes  in the  service
station industry.

ITEM 2. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED:


NATIONAL ENVIRONMENTAL CONSULTANTS, INC.

BALANCE SHEET

MARCH 21, 2001 (UNAUDITED)

================================================================================

                                     ASSETS
Current Assets:
  Cash                                                                 $  300.00
  Accounts Receivable                                                   3,000.00
                                                                       ---------
     Total Current Assets                                              $3,300.00
                                                                       ---------

       Total Assets                                                    $3,300.00
                                                                       =========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable                                                     $  600.00
                                                                       ---------
     Total Current Liabilities                                         $  600.00

       Total Liabilities                                               $  600.00

Stockholders' Equity:
Common Stock, $0.001 par value, Authorized
  25,000,000 shares; Issued and outstanding;
  at March 21, 2001, 25,000 shares                                     $   25.00
Additional paid-in capital                                                275.00
Retained Earnings                                                       2,400.00
                                                                       ---------
     Total Stockholders' Equity                                        $2,700.00
                                                                       ---------
       Total Liabilities and Stockholders' Equity                      $3,300.00
                                                                       =========

                                       22
<PAGE>
NATIONAL ENVIRONMENTAL CONSULTANTS, INC.

STATEMENT OF OPERATIONS

FOR THE PERIOD ENDED MARCH 21, 2001 (UNAUDITED)

================================================================================

Income:
  Consulting Income                                                    $3,000.00
                                                                       ---------
     Total Revenue                                                     $3,000.00

Operating Expenses:
  Organizational Costs                                                 $  600.00
                                                                       ---------
     Total Operating Expenses                                          $  600.00
                                                                       ---------

       Net Income                                                      $2,400.00
                                                                       =========

EXHIBIT ITEM   DESCRIPTION
------------   -----------
EXHIBIT A --   Stock Exchange  Agreement,  dated March 19, 2001 by and among the
               Registrant and National Environmental Consultants, Inc., a Nevada
               corporation  filed on March  19,  2001,  incorporated  herein  by
               reference.

EXHIBIT B --   Written  consent of the Directors of the  Registrant  authorizing
               the Stock Exchange filed on March 19, 2001,  incorporated  herein
               by reference.

EXHIBIT C --   Written  consent  of  the  Directors  of  National  Environmental
               Consultants,  Inc., authorizing the Stock Exchange filed on March
               19, 2001, incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        DOTCOM VISIONS, INC.
                                        Registrant


March 23, 2001                          /s/ John Hoffman
                                        ----------------------------------------
                                        John Hoffman
                                        Director and President

                                       23
<PAGE>
EXHIBIT A      STOCK EXCHANGE AGREEMENT

                              DOTCOM VISIONS, INC.
                            2550 EAST DESERT INN ROAD
                                    SUITE 323
                             LAS VEGAS, NEVADA 89121

                            STOCK EXCHANGE AGREEMENT

March 19, 2001

National Environmental Consultants, Inc.
Mr. John Hoffman
Chief Executive Officer
6475 West Cliff
Phoenix, Arizona 85014

     RE:  PROPOSED  EXCHANGE  OF SHARES OF NATIONAL  ENVIRONMENTAL  CONSULTANTS,
     INC., A NEVADA  CORPORATION  FOR SHARES OF DOTCOM  VISIONS,  INC., A NEVADA
     CORPORATION, ON A SHARE FOR SHARE BASIS.

Dear Mr. Hoffman:

This Stock Exchange  Agreement will reflect the mutual intent of DotCom Visions,
Inc., a Nevada  corporation  and  National  Environmental  Consultants,  Inc., a
Nevada  corporation,  regarding the exchange of common shares of DotCom Visions,
Inc. in exchange for sixty  percent (60%) of the issued and  outstanding  common
shares of National Environmental Consultants, Inc., on a share for share basis.

As a result of the  transactions  ("Transactions")  contemplated  by this  Stock
Exchange Agreement, DotCom Visions, Inc. will acquire sixty percent (60%) of the
issued and outstanding shares of National Environmental  Consultants,  Inc. upon
the terms and conditions  provided herein and any additional terms which will be
set forth by mutual written consent of both corporations.

     1.   Closing Date. The Closing Date shall be as soon as  practicable  after
          the signing of this Stock Exchange Agreement.

     2.   Acquisition  of Stock.  On the date of  closing  of this  transaction,
          National  Environmental  Consultants,  Inc.  will  transfer  to DotCom
          Visions,  Inc.  sixty  percent  ((60%) of its issued  and  outstanding
          shares in exchange  for Common  Shares of DotCom  Visions,  Inc.  This
          exchange  is intended  to qualify as a tax-free  reorganization  under
          Section 368 of the Internal  Revenue Code of 1986,  as amended and the
          National  Environmental  Consultants,   Inc.  Common  Shares  will  be
          received on a tax-free basis.  The DotCom Visions,  Inc. Common Shares
          will be  "restricted  securities"  as  defined  in Rule 144  under the
          Securities Act of 1934.

                                       24
<PAGE>
     3.   Stock Conditions. On the date of closing there shall be no outstanding
          subscriptions,  options, rights,  warrants,  convertible securities or
          other  agreements or  commissions  obligating  National  Environmental
          Consultants,  Inc. to issue or transfer any  additional  shares of its
          capital stock of any class.

     4.   Financials. Prior to closing, National Environmental Consultants, Inc.
          will provide financial statements for the latest quarter or year- end.

     5.   Finders Fees. Both National Environmental Consultants, Inc. and DotCom
          Visions,  Inc. agree that no finder fees are owed. Both parties hereby
          indemnify and hold harmless the other party from any such obligation.

     6.   Board of  Directors.  The Board of Directors  and officers of National
          Environmental Consultants, Inc. will resign upon the completion of the
          acquisition of 60% of National  Environmental  Consultants,  Inc. Upon
          the  resignation  of the current  officers  and  directors of National
          Environmental Consultants,  Inc. a new Board of Directors and officers
          shall be appointed.

     7.   One Instrument.  This Stock Exchange  Agreement may be executed in two
          or more counterparts,  each of which shall be deemed an original,  but
          all of which together shall constitute one and the same instrument.

     8.   Binding  Effect.  The parties intend to proceed with the  transactions
          contemplated herein. Each party shall promptly notify the other of its
          progress on the matters specified herein.

Sincerely,


/s/ John Hoffman
----------------------------------
John Hoffman
Director and President


APPROVED AND AGREED to this
19th day of March 2001
NATIONAL ENVIRONMENTAL CONSULTANTS, INC.



/s/ John Hoffman
-----------------------------------
By: John Hoffman
Director and President

                                       25
<PAGE>
EXHIBIT B      CORPORATE RESOLUTION OF DOTCOM VISIONS, INC.

                              DOTCOM VISIONS, INC.
                             (A Nevada Corporation)

                         UNANIMOUS CONSENT OF DIRECTORS

     The undersigned,  constituting all of the members of the Board of Directors
of DotCom Visions,  Inc., a Nevada  corporation (the  "Corporation"),  do hereby
adopt, ratify and consent to the following resolutions:

     RESOLVED,  that it is in the best  interests of the  Corporation to and the
Board of Directors hereby adopts and approves the "Stock Exchange  Agreement" to
acquire a sixty percent  (60%)  controlling  interest in National  Environmental
Consultants, Inc., a Nevada corporation, on a share for share exchange.

     RESOLVED,   that  the  officers  and  directors  of  the   Corporation  are
authorized,  empowered  and  directed to do any and all other things in its name
and behalf which they deem  necessary or advisable to carry out the purposes and
intentions of these resolutions.

     The undersigned, being all of the Directors of the Corporation, hereby give
their  unanimous  consent to the  foregoing  resolutions  and  direct  that this
Consent be filed with the  minutes of the  meetings  of the Board of  Directors,
such Consent to have the same force and effect as a unanimous  vote at a meeting
of the Board of  Directors,  if one had been  held on March 19,  2001 and may be
certified as such by the Secretary or any other officer of the Corporation.

     This  Consent may be signed in several  counterparts  that  together  shall
constitute one document.


/s/ John Hoffman
----------------------------------
John Hoffman
Director and President


/s/ Steve Clark
----------------------------------
Steve Clark
Director and Vice President

                                       26
<PAGE>
EXHIBIT C      CORPORATE RESOLUTION OF NATIONAL ENVIRONMENTAL CONSULTANTS, INC.

                    NATIONAL ENVIRONMENTAL CONSULTANTS, INC.
                             (A Nevada Corporation)

                         UNANIMOUS CONSENT OF DIRECTORS

     The undersigned,  constituting all of the members of the Board of Directors
of  National  Environmental   Consultants,   Inc.,  a  Nevada  corporation  (the
"Corporation"),   do  hereby   adopt,   ratify  and  consent  to  the  following
resolutions:

     RESOLVED,  that it is in the best  interests of the  Corporation to and the
Board of Directors hereby adopts and approves the "Stock Exchange  Agreement" to
exchange a sixty percent (60%) controlling interest in the Corporation to DotCom
Visions, Inc., a Nevada corporation, on a share for share exchange.

     RESOLVED,   that  the  officers  and  directors  of  the   Corporation  are
authorized,  empowered  and  directed to do any and all other things in its name
and behalf which they deem  necessary or advisable to carry out the purposes and
intentions of these resolutions.

     The undersigned, being all of the Directors of the Corporation, hereby give
their  unanimous  consent to the  foregoing  resolutions  and  direct  that this
Consent be filed with the  minutes of the  meetings  of the Board of  Directors,
such Consent to have the same force and effect as a unanimous  vote at a meeting
of the Board of  Directors,  if one had been  held on March 19,  2001 and may be
certified as such by the Secretary or any other officer of the Corporation.

     This  Consent may be signed in several  counterparts  that  together  shall
constitute one document.


/s/ John Hoffman
----------------------------------
John Hoffman
Director and President

                                       27