CURRENT REPORT FOR ISSUERS SUBJECT TO THE
                         1934 ACT REPORTING REQUIREMENTS

                                   FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act

                   For the Fiscal Year Ended December 31, 2003

                             ONLINE PROCESSING, INC.
             (Exact name of registrant as specified in its charter)

             Nevada                   333-69270                  22-3774845
(State or other jurisdiction    (Commission File Number)    (IRS Employer
 of incorporation)                                           Identification No.)

            750 East Interstate 30, Suite 100, Rockwell, Texas 75087
               (Address of principal executive offices (zip code))

                                  972-771-2305
              (Registrant's telephone number, including area code)


              1048 Irvine Avenue #176, Newport Beach, CA92660, USA
                                (Former address)

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

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  Act of 1934  during the
past12 months and (2) has been subject to such filing  requirement  for the past
90days.
                         X    YES                        NO
                     ---------                 ---------

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 2003:

Shares of common stock outstanding at December 31, 2003:  12,603,900






<PAGE>


PART I.

ITEM 1.  DESCRIPTION OF BUSINESS

Our wholly-owned  subsidiary  Communication Field Services,  Inc. was formed for
the  purpose  of   providing   installation,   maintenance   and   servicing  of
communication  technologies.  Our vision was for  Communication  Field Services,
through  growth,  future  acquisitions  and  the  establishment  of  contractual
relationships  with  servicing  companies  conducting  operations  in areas  not
serviced  directly  by  Communication  Field  Services  personnel,  to  become a
pre-eminent,  world-wide provider of installation,  maintenance and servicing of
both existing and evolving communication technologies.

In March, 2003, we decided to cease commercial operations of Communication Field
Services due our inability to secure  funding  needed to operate the business of
Communication  Field  Services.  As of December 31, 2003, we were  negotiating a
purchase of  Communication  Field  Services by Roger  Henley,  our former  Chief
Executive, Chief Financial Officer and President, so that the company may pursue
other opportunities.

As of December  31,  2003,  no  definitive  agreement  had been reached with Mr.
Henley.  However,  on January  21,  2004,  we agreed to sell all of the stock of
Communication  Field Services to Roger Henley, in consideration for 2,934,000 of
the 3,260,000 shares of our common stock which he owned. As a result,  we are in
the process of reviewing several new business  opportunities  with the intention
to  maximize  shareholders'  interest.  We  are  looking  at  possible  business
acquisitions in North America and  internationally.  However,  as of the date of
this filing,  we have not reached any  definitive  agreement  with any potential
acquisition candidates.

ITEM 2.  DESCRIPTION OF PROPERTY

During 2003,  the Company's  corporate  offices were located at 1295 South Lewis
Street,  Anaheim,  California 92805. The Company rented these corporate offices,
which consists of  approximately  6,000 square feet,  pursuant to a verbal lease
agreement with Walter Reichman.

In January of 2004, we moved our corporate  offices to 750 East  Interstate  30,
Suite 100, Rockwell,  Texas 75087. Our new corporate  facilities are shared with
an unrelated  company,  which includes the use of telephones,  equipment and the
internet for $1,500 per month.

ITEM  3. LEGAL PROCEEDINGS

The company is not involved in any legal proceedings.

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

The Company did not submit any matters to a vote to the security  holders during
2003.



<PAGE>


PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

The Common Stock is currently  quoted on the OTC Bulletin Board under the symbol
"OLPC."

The  following  table sets forth the  quarterly  high and low bid prices for the
Common Stock since  January 15,  2003,  the initial  trading date for OLPC.  The
prices set forth below represent interdealer quotations,  without retail markup,
markdown or commission and may not be reflective of actual transactions.

Fiscal 2003                                       HIGH           LOW
                                                  ----           ---
  First Quarter............................     $0.51           $0.23
  Second Quarter...........................     $1.00           $0.27
  Third Quarter............................     $0.75           $0.20
  Fourth Quarter...........................     $0.25           $0.16

Shareholders

As of December  31, 2003,  there were  approximately  100 record  holders of the
Common Stock.  This number excludes any estimate by the Company of the number of
beneficial owners of shares held in street name, the accuracy of which cannot be
guaranteed.

Dividends

The  Company has not paid cash  dividends  on any class of common  equity  since
formation  and the  Company  does not  anticipate  paying any  dividends  on its
outstanding common stock in the foreseeable future.

Warrants

The Company has no warrants outstanding.

ITEM 6.  MANAGEMENT DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION

SUMMARY OF 2003

On February 28,  2003,  we entered  into a share  exchange  agreement to acquire
Communication  Field Services.  As a result of the Communication  Field Services
exchange  transaction,  Communication  Field  Services  became our  wholly-owned
subsidiary and the  shareholders  of  Communication  Field  Services  acquired a
majority  of our  voting  stock.  Prior to the  Share  Exchange,  we were in the
business of  providing  Internet  based  mortgage  loan  processing  to mortgage
brokers.

Communication  Field Services was  incorporated  on September 19, 2002 under the
laws of the State of Nevada.  Communication  Field  Services  was formed for the


<PAGE>

purpose of providing  installation,  maintenance and servicing of  communication
technologies.  During January,  February and March,  2003,  Communication  Field
Services  managed the  installation of wireless  networks for  telecommunication
service providers. Its operations were focused in the State of California.

In March, 2003, we decided to cease commercial operations of Communication Field
Services due our inability to secure  funding  needed to operate the business of
Communication  Field  Services  and began  looking  for a merger or  acquisition
candidate.

On June 24,  2003,  we accepted  the  resignation  of Roger  Henley as our Chief
Executive  Officer,  President  and  Chief  Financial  Officer  and a  director,
effective immediately. Mr. Henley chose to pursue other interests because we had
determined to cease  operations of  Communication  Field Services.  Our Board of
Directors  designated  Peter Bowthorpe as our Chief Executive  Officer and Chief
Financial  Officer  and tasked  him with  locating  and  reviewing  several  new
business opportunities. As part of this process, we began negotiating a purchase
of  Communication  Field Services by Roger Henley,  our former Chief  Executive,
Chief  Financial   Officer  and  President,   so  that  we  could  pursue  other
opportunities.  On  January  21,  2004,  we  agreed  to sell all of the stock of
Communication  Field Services to Roger Henley, in consideration for 2,934,000 of
the  3,260,000  shares of our common  stock which he owned.  We are  currently a
blank check company with no specific  business or  operations.  We are currently
reviewing possible acquisitions of operating companies,  however, as of the date
of this filing we have not entered into any  definitive  acquisition  agreements
with any acquisition candidates.

Year Ended December 31, 2002 Compared to the Year Ended December 31, 2003

Net  revenues  for the year ended  December  31,  2003  decreased  by $23,575 to
$93,276 from $116,851 for the corresponding period of the prior year.

Total  expenses for the year ended  December  31, 2003  increased by $193,409 to
$336,047  from  $142,638  for the  corresponding  period of the prior year.  The
increase is  attributable to the need to maintain our status as a public company
and general and  administrative  expenses related to our operations and bad debt
of $167,220.

Net loss for the year ended  December 31, 2003 increased by $216,984 to $242,771
from $25,787 for the corresponding period of the prior year.

We were unable to generated  sufficient funds from our operations to finance our
growth  or  secure  additional   funding  needed  to  operate  the  business  of
Communication  Field Services.  As a result, we are contemplating an acquisition
of an ongoing business to increase the value to our shareholders.

Subsequent Events

On January  21,  2004,  we agreed to sell all of the stock of our  wholly  owned
subsidiary,  Communication  Field  Services,  to Roger Henley,  our former Chief
Executive Officer, in consideration for 2,934,000 of the 3,260,000 shares of our
common stock which he owned. We are looking at possible business acquisitions in
North  America  and  internationally.  At the date of this  current  report,  no
definitive agreement has been reached with any acquisition candidates.


<PAGE>


In conjunction with the sale of our wholly owned subsidiary, Communication Field
Services,  we moved our corporate  offices to 750 East Interstate 30, Suite 100,
Rockwell,  Texas 75087.  Our corporate  facilities  are shared with an unrelated
company, which includes the use of telephones, equipment and the internet.
On January 21, 2004, we accepted the resignation of Peter Bowthorpe as its Chief
Executive Officer,  President and Chief Financial Officer and as a member of our
Board of  Directors,  effective  immediately.  In  conjunction  with the sale of
Communication  Field  Services,   Mr.  Bowthrope  has  chosen  to  pursue  other
interests.
The Board of Directors has designated  Terri  Wonderly,  as our Chief  Executive
Officer and Chief Financial Officer until the Board designates her successor. In
addition,  Ms.  Wonderly  was  appointed  to serve as a director by the Board in
order to fill a newly created Board seat.  Since Mr. Bowthorpe has resigned as a
director, Ms. Wonderly is now the Company's sole director and officer.


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of the Company, together with the independent auditors'
report thereon of Malone & Bailey,  PLLC appear on pages F-1 through F-7 of this
report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANICAL DISCLOSURES

J.S Osborn, P.C. was the auditor for the Company for the year ended December 31,
2001.  For the year ended  December 31, 2002, we engaged  Malone & Bailey,  PLLC
because of their SEC experience.  We had no disagreements with J.S. Osborn, P.C.
on accounting or financial  disclosure  issues and filed an 8-K in February 2003
to disclose the change in auditors.  We have had no disagreements  with Malone &
Bailey, PLLC on accounting or financial disclosure issues.

ITEM 8A. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures

         We maintain controls and procedures designed to ensure that information
         required to be  disclosed  in the reports  that we file or submit under
         the Securities Exchange Act of 1934 is recorded, processed,  summarized
         and reported  within the time periods  specified in the rules and forms
         of the Securities and Exchange Commission.  Based upon their evaluation
         of those controls and procedures  performed as of the end of the period
         covered by this report,  our chief executive  officer and the principal
         financial officer concluded that our disclosure controls and procedures
         were adequate.

(b) Changes in internal controls

         There were no significant  changes in our internal controls or in other
         factors that could  significantly  affect these controls  subsequent to
         the date of the  evaluation  of those  controls by the chief  executive
         officer and principal financial officer.


<PAGE>


PART III.

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

As of December 31, 2003,  the following  persons serve as directors and officers
of the Company.

Peter Bowthorpe      Chief Executive Officer, President, Chief Financial Officer
                     and Director

Peter Bowthorpe assumed the positions of Chief Executive Officer,  President and
Chief Financial  Officer and June 24, 2003.  Previously,  he was Chairman of the
Company upon the occurrence of the Communication  Field Services share exchange.
Since 1996,  Mr.  Bowthorpe has been a Senior  partner and Managing  Director of
Oxbridge  Enterprises  Limited,  a private company registered in the Republic of
Ireland,  with  offices in the United  Kingdom.  Mr.  Bowthorpe  continues  such
affiliation and is a part-time  executive employee and a director of the Company
Mr. Bowthorpe  attended Lancing College,  Sussex,  England and Hertford College,
Oxford  University,  England and received a BA degree in  Chemistry  from Oxford
University in 1957.

CURRENT OFFICER AND DIRECTORS

Terri Wonderly       Chief Executive Officer, President, Chief Financial Officer
                     and Director

On January 21, 2004 Terri  Wonderly was has  designated  as our Chief  Executive
Officer,  Chief Financial Officer and sole Director.  Ms. Wonderly has more than
nineteen  years  experience  in the real estate  industry  working for  mortgage
companies,  banks  and  title  companies.  She  has  performed  various  duties,
including taking loan  applications all the way thru processing,  underwriting -
including  performing  the physical and automated  underwriting - preparing loan
packages,  physically closing loans, funding the loans and shipping the files to
the funding sources.  Ms. Wonderly was an Underwriter and Senior Loan Specialist
with Ameri-National  Mortgage, Inc. form 1991 to 1996, an Underwriter and Closer
at  Columbian  Bank and Trust in 1996,  a  Processor  and  Personnel  Trainer at
Universal  Mortgage in 1997, a Loan  Specialist at the Bank of Jacomo in 1998, a
Processor  and  Personnel  Trainer at Regional  Investments  in 1999,  performed
Database Maintenance for Chappell & Associates,  Inc. in 2000, a Loan Processing
Specialist  for Discount  Mortgage  Source,  Inc. from 2002 to the present.  Ms.
Wonderly is a member of the National Association of Mortgage Brokers

ITEM 10. EXECUTIVE COMPENSATION

The Company had retained  Peter  Bowthorpe's  services as Chairman of the Board,
with certain  officer  duties  assigned to such  position,  at an initial annual
salary of $60,000 per annum on a part-time basis, and had similarly retained Mr.
Henley as President of the Company,  on a full time basis,  at an initial annual
salary of  $150,000  per annum.  However,  in March  2003,  the  Company  ceased
operations of Communication  Field Services and eliminated salaries for both Mr.
Bowthrope and Mr. Henley, who resigned in June 2003. No compensation was paid in
2003.



<PAGE>


ITEM 11. SECUIRTY OWNERSHIP OF MANANGEMENT AND BENEFICIAL OWNERS


 As of December 31, 2003, the following  persons are known to the Company to own
5% or more of the Company's Voting Stock:

                                                 AMOUNT               PERCENT
Name and Address                            BENEFICIALLY OWNED*       OF CLASS
----------------

Peter Bowthorpe                                 2,086,000 (1)          16.56%
6 The Homestead, Sea Road, East Preston
West Sussex BN161LW
United Kingdom

Roger Henley                                    3,260,000 (1) (2)      25.87%
530 Abenida Victoria #F
San Clemente, California 92672

Joel A. Shapiro                                 3,472,000(2)(3)        27.56%
65 Shrewsbury Road
Livingston, NJ 07039

Patrick Shane                                   3,472,000(2) (3)        27.56%
601 Lake Avenue
Altamonte Springs, FL  32701

All directors and officers                      2,086,000               16.56%
as a group (1 persons)

     *    Unless otherwise indicated such person is the sole beneficial owner of
          the shares set forth opposite his name.

     (1)  The  Company  and  each of the  former  Communication  Field  Services
          shareholders entered into Option Agreements,  Stock Pledge Agreements,
          and related  Escrow  Agreements,  pursuant to which (a) "call" options
          were  granted  by Ms.  Wonderly  to  two  former  Communication  Field
          Services  shareholders  to  purchase  an  aggregate  of 410,000 of the
          Company's Common Stock from Ms. Wonderly for a period of one year from
          the date of the share exchange (February 28, 2003) at a purchase price
          of $0.61 per share,  none of the proceeds of which shall be payable to
          the Company.  In the event that these  options are not  exercised  Ms.
          Wonderly has been granted an option to "put" to the Company (compel it
          to buy) such shares,  or any portion of which that were not  purchased
          pursuant  to the options Ms.  Wonderly at the same  purchase  price of
          $0.61 per share.  In the event that all  410,000  such  shares are not
          purchased from Ms.  Wonderly in accordance with the call options , the
          put  option,  or  both,  the  former   Communication   Field  Services
          shareholders  shall have forfeited all of their shares acquired in the
          Company to Terri Wonderly.

     (2)  On January 21, 2004,  we agreed to sell all of the stock of our wholly
          owned subsidiary,  Communication Field Services,  to Roger Henley, our
          former Chief Executive Officer,  in consideration for 2,934,000 of the
          3,260,000  shares of our common  stock which he owned.  As a result of
          this sale, Mr. Henley now owns 326,000 shares of our stock.

     (3)  Messrs.  Shapiro and Shane work closely  together in connection with a
          consulting  firm,  JS  Capital  LLC,  which is  owned by Mr.  Shapiro.
          Messrs.  Shapiro  and Shane each  beneficially  own  1,736,000  shares
          (13.78%). Each of Messrs. Shapiro and Shane disclaim beneficial and/or
          voting control over the others' shares.





<PAGE>


Potential Change in Control

Should the  previously  discussed  options not be exercised and paid for,  Terri
Wonderly  could again become the  controlling  shareholder of the Company owning
7,866,000 shares or 80.5% of the outstanding  voting stock of Online Processing,
Inc.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTION

Contract labor was performed by an entity owned by our former CEO, Roger Henley.
No amounts  had been paid as of December  31, 2003 and are  recorded in accounts
payable - related party as of December 31, 2003.

Subsequent Events

On January  21,  2004,  we agreed to sell all of the stock of our  wholly  owned
subsidiary,  Communication Field Services, Inc., a Nevada corporation,  to Roger
Henley,  our former Chief Executive  Officer,  in consideration for 2,934,000 of
the 3,260,000 shares of our common stock which he owned.

ITEM 13. EXHIBITS, FINANICAL STATEMENTS AND REPORTS ON FORM 8-K

(a) The following  documents are filed as part of this report:  Included in Part
II, Item 7 of this report:

          Report of Independent Public Accountant

          Balance Sheet as of December 31, 2003

          Statement of  Operations-September  19, 2002 Through December 31, 2002
          and Twelve Months Ending December 31, 2002

          Statement of Stockholders Equity - September 19, 2002 Through December
          31, 2002 and Twelve Months Ending December 31, 2002

          Statement of Cash Flows - September 19, 2002 Through December 31, 2002
          and Twelve Months Ending December 31, 2002

         Notes to Financial Statements


(b) The company filed the following Form 8-Ks in 2003 and 2004.

2.01*    Changes in Auditors, filed as Form 8-K/A dated February 10, 2003

2.02*    Share Exchange Agreement, entered  into as of February 28, 2003,  among
         Online  Processing,  Inc. and the owners of record of all of the issued
         and outstanding stock  of Communication Field Services,  Inc., together
         with the exhibits thereto, filed as Form 8-K dated March 10, 2003.


<PAGE>


2.03*    Financial  Statements of Business Acquired,  filed  as Form 8-K/A dated
         June 23, 2003.

2.04*    Resignation of Roger Henley, filed as Form 8-K dated June 24, 2003.

2.05*    Sale of Communication Field Services to Roger Henley and Resignation of
         Peter Bowthrope, filed as Form 8-K dated January 21, 2004.


(c)      Exhibits

31       Certification

32       Certification  Pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002 - CEO and CFO


*        Previously filed on Form 8-Ks, dated February 10, 2003;  Form 8-K dated
March 10, 2003,  dated June 23,  2003;  Form 8-K dated June 24, 2003 and January
21, 2004.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES
The aggregate fees billed for professional services rendered by Malone & Bailey,
PLLC, for the audit of the registrant's  annual financial  statements and review
of the financial statements included in the registrant's Form 10-QSB or services
that are normally  provided by the  accountant in connection  with statutory and
regulatory filings or engagements for fiscal years 2003 and 2002 were $6,000 and
$4,000, respectively.

(2) AUDIT-RELATED FEES
NONE

(3) TAX FEES
NONE

(4) ALL OTHER FEES
NONE

(5) AUDIT  COMMITTEE  POLICIES AND PROCEDURES The Company does not have an audit
committee.


<PAGE>


(6) If greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most  recent  fiscal  year that were  attributed  to work  performed  by
persons other than the principal accountant's full-time, permanent employees.

Not applicable.






                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this Annual Report on Form 10-KSB to be signed on its
behalf by the undersigned hereunto duly authorized.


ONLINE PROCESSING, INC.

By:      /s/ Teri Wonderly
         -----------------
         Terri Wonderly
         Chief Executive Officer & Chief Financial Officer

Dated:  April 19 , 2004




<PAGE>


                                                                      Exhibit 31
CERTIFICATION
-------------

I, Terri Wonderly, certify that:

1. I have reviewed this annual report on Form 10-KSB of Online Processing, Inc.

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

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

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

     a)  designed  such  disclosure  controls  and  procedures,  or caused  such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material  information  relating to the small  business  issuer,
     including  its  consolidated  subsidiaries,  is made  known to us by others
     within those entities,  particularly during the period in which this report
     is being prepared;

     b) evaluated the  effectiveness of the small business  issuer's  disclosure
     controls and procedures and presented in this report our conclusions  about
     the effectiveness of the disclosure controls and procedures,  as of the end
     of the period covered by this report based on such evaluation; and

     c)  disclosed  in this  report  any change in the small  business  issuer's
     internal  control over financial  reporting that occurred  during the small
     business  issuer's most recent fiscal quarter (the small business  issuer's
     fourth fiscal  quarter in the case of an annual report) that has materially
     affected,  or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting;

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

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

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


Date: April 19, 2004

/s/ Teri Wonderly
-----------------
Terri Wonderly
Chief Executive Officer and Chief Financial Officer



<PAGE>


                                                                      Exhibit 32

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with the  Quarterly  Report  of  Online  Processing,  Inc.  (the
"Company")  on Form 10-KSB for the period  ending  September  30, 2003, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report'),
I, Terri Wonderly, Chief Executive Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and result of  operations of the
Company.

/s/ Teri Wonderly
-----------------
    Terri Wonderly
Chief Executive Officer and Chief Financial Officer
April 19, 2004






<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
  Online Processing, Inc.
  Rockwall, Texas

We  have  audited  the  accompanying   consolidated   balance  sheet  of  Online
Processing,  Inc.  as  of  December  31,  2003,  and  the  related  consolidated
statements of operations,  stockholders' deficit, and cash flows for each of the
year then ended and for the period from September 19, 2002  (Inception)  through
December 31, 2002.  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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Online Processing,  Inc. as of
December 31, 2003,  and the results of its operations and its cash flows for the
year then ended and for the period from September 19, 2002  (Inception)  through
December 31, 2002, in conformity with accounting  principles  generally accepted
in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company has incurred losses of $242,771 and $25,787,
in 2003 and 2002,  respectively.  The Company  will require  additional  working
capital to develop its business until the Company either (1) achieves a level of
revenues  adequate to generate  sufficient  cash flows from  operations;  or (2)
obtains   additional   financing   necessary  to  support  its  working  capital
requirements.  This  condition  raises  substantial  doubt  about the  Company's
ability to continue  as a going  concern.  Management's  plans in regard to this
matter are also described in Note 2. The  accompanying  financial  statements do
not  include  any  adjustments  that  might  result  from the  outcome  of these
uncertainties.

/s/ Malone & Bailey, PLLC
-------------------------
    Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com

April 5, 2004






<PAGE>

<TABLE>

<CAPTION>

                         PART II - FINANCIAL INFORMATION

ITEM 7.  FINANCIAL STATEMENTS

                             ONLINE PROCESSING, INC.
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2003

                                     ASSETS
<S>                                                                          <C>

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


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable - related party                                           $    167,220
  Accounts payable - non-related party                                              6,908
  Accrued expenses - related party                                                 33,000
  Accrued expenses - non-related party                                             35,000
  Loans payable - related party                                                    25,040
  Loans payable - non-related party                                                   390
                                                                             ------------
    Total current liabilities                                                     267,558
                                                                             ------------

Commitments

STOCKHOLDERS' DEFICIT:
  Common stock, $.001 par value, 25,000,000 shares authorized, 12,603,900
    shares issued and outstanding                                                  12,604
Accumulated deficit                                                              (280,162)
                                                                             ------------
  Total Stockholders' Deficit                                                    (267,558)
                                                                             ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                  $          -
                                                                             ============

</TABLE>




                See accompanying summary of accounting policies
                       and notes to financial statements.


<PAGE>

<TABLE>

<CAPTION>

                             ONLINE PROCESSING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                               Inception
                                                          Year Ended            through
                                                         December 31,         December 31,
                                                             2003                 2002
                                                        ---------------      --------------
<S>                                                     <C>                  <C>

Revenue                                                 $        93,276      $      116,851

Operating expenses:
  Contract labor                                                 69,956              87,638
  Salaries                                                       37,500              37,500
  Other general and administrative                              228,591              17,500
                                                        ---------------      --------------
                                                                336,047             142,638
                                                        ---------------      --------------

Net loss                                                $      (242,771)     $      (25,787)
                                                        ===============      ==============

Net loss per share:
  Basic and diluted                                     $         (0.02)     $        (0.00)
                                                        ===============      ==============

Weighted average shares outstanding:
  Basic and diluted                                          12,312,311          10,800,000
                                                        ===============      ==============
</TABLE>














                See accompanying summary of accounting policies
                       and notes to financial statements.


<PAGE>

<TABLE>

<CAPTION>


                             ONLINE PROCESSING, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                        Year ended December 31, 2003 and
      Period from September 19, 2002 (Inception) through December 31, 2002



                                                     Common stock
                                              ----------------------------    Accumulated
                                                 Shares          Amount          deficit          Total
                                              -------------  -------------   -------------   -------------
<S>                                           <C>            <C>             <C>             <C>

Balance,
  September 19, 2002                            10,800,000   $     10,800    $      (9,800)  $       1,000


Net loss                                                 -              -          (25,787)        (25,787)
                                              -------------  -------------   -------------   -------------


Balance,
  December 31, 2002                             10,800,000         10,800          (35,587)        (24,787)


  Issuance of common stock in
  connection with recapitalization               1,803,900          1,804           (1,804)              -


Net loss                                                 -              -         (242,771)       (242,771)
                                              -------------  -------------   -------------   -------------

Balance,
  December 31, 2003                             12,603,900   $     12,604    $    (280,162)  $    (267,558)
                                              =============  =============   =============   =============
</TABLE>








                See accompanying summary of accounting policies
                       and notes to financial statements.



<PAGE>

<TABLE>

<CAPTION>

                             ONLINE PROCESSING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                       Inception
                                                                 Year Ended             through
                                                                December 31,          December 31,
                                                                    2003                  2002
                                                              ---------------       ---------------
<S>                                                           <C>                   <C>

Cash flows from operating activities:
  Net loss                                                    $      (242,771)      $       (25,787)
  Adjustments to reconcile net loss to cash
  used in operating activities:
    Common stock issued for services                                        -                 1,000
Changes in assets and liabilities:
  Accounts receivable                                                 116,851              (116,851)
  Accounts payable                                                   (118,230)              125,138
  Accounts payable - related party                                    150,720                16,500
  Accrued expenses                                                     35,000                     -
  Accrued expenses - related party                                     33,000                     -
                                                              ---------------       ---------------

Net cash provided by (used in) operating activities                   (25,430)                    -
                                                              ---------------       ---------------

Cash flows from financing activities:
  Proceeds from note payable - related party                           25,330                   100
                                                              ---------------       ---------------

Net increase in cash                                                     (100)                  100
Cash, beginning of period                                                 100                     -
                                                              ---------------       ---------------
Cash, end of period                                           $             -       $           100
                                                              ===============       ===============

Supplemental information:
  Income taxes paid                                           $             -       $             -
  Interest paid                                               $             -       $             -

</TABLE>






                See accompanying summary of accounting policies
                       and notes to financial statements.

<PAGE>




                             ONLINE PROCESSING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business.  On February 28, 2003,  we completed a Share  Exchange  (the
"Share Exchange ") with  Communication  Field Services,  Inc. ("CFS"),  a Nevada
corporation  formed for the purpose of providing  installation,  maintenance and
servicing of communication technologies.  As a result of the Share Exchange, CFS
became our wholly owned subsidiary.  Prior to the Share Exchange, we were in the
business of  providing  Internet  based  mortgage  loan  processing  to mortgage
brokers. We no longer provide such loan processing.

On  September  19,  2002,   Communication  Field  Services,   Inc.  ("CFS")  was
incorporated under the laws of the State of Nevada. CFS managed the installation
of wireless networks for  telecommunication  service providers.  In March, 2003,
CFS ceased its operations  and is currently  looking for a merger or acquisition
candidate.  Prior to this event,  CFS's  operations were limited to the State of
California.

As of  December  31,  2003,  we're  negotiating  the  sale of our  wholly  owned
subsidiary,  Communications  Field Services,  Inc. ("CFS"), to Roger Henley, our
former Chief  Executive,  Chief  Financial  Officer and  President,  so that the
Company can pursue other  opportunities.  Mr.  Henley has chosen to pursue other
interests  resultant  upon the fact that the  Company  has  determined  to cease
commercial  operations in March 2003 at CFS due our inability to secure  funding
needed to operate the  business  of CFS.  See  subsequent  events Note 6 for the
definitive agreement with Mr. Henley.

Online  Processing,  Inc.  ("Online") is in the process of reviewing several new
business  opportunities with the intention to maximize  shareholders'  interest.
The Company is looking at possible  business  acquisitions  in North America and
internationally.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the balance  sheet.  Actual results could differ from
those estimates.

Cash and Cash Equivalents

Cash  and  cash  equivalents  include  cash  and  all  highly  liquid  financial
instruments with purchased maturities of three months or less.

Revenue Recognition

Online  recognizes  revenue when persuasive  evidence of an arrangement  exists,
delivery  has  occurred,   the  sales  price  is  fixed  or   determinable   and
collectibility is probable.


<PAGE>


Revenue earned from services,  which primarily include  performing online credit
evaluations is recognized as the services are performed.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset
and liability method,  deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation  allowance  is provided  for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.

Basic Loss Per Share

Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.

Recent Accounting Pronouncements

Online does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on its results of operations, financial position or
cash flow.


NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN

For the year ended December 31, 2003, Online incurred losses totaling  $242,771.
Although a significant  portion of this loss was attributed to the operations of
our wholly owned  subsidiary,  CFS, the company  will still  require  additional
working  capital to develop its  business  operations.  These  conditions  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of  liabilities  that might be  necessary  should the company be
unable to continue as a going concern.


NOTE 3 - INCOME TAXES

The  Company  has not yet  realized  income  as of the date of this  report,  no
provision  for income taxes have been made.  At December 31, 2003 a deferred tax
asset  has not been  recorded  due end of CFS  operations  and to the  company's
limited  history to provide  income to use the net operating  loss  carryover of
$242,000 that expires in year 2023 and 25,000 that expires in the year 2022.




<PAGE>


NOTE 4 - STOCKHOLDERS' DEFICIT

Common Stock:

The Company is  authorized to issue  25,000,000  common shares of stock at a par
value of $0.001 per share. These shares have full voting rights. The company has
not paid a dividend to its shareholders.

On February 28, 2003,  the Company issued  10,800,000  shares of common stock to
acquire  Communication  Field  Services,  Inc.  ("CFS").  As a result of the CFS
Exchange  Transaction,  CFS has become a wholly-owned  subsidiary of the Company
and the shareholders of CFS own the majority of the voting stock of the Company.
In accordance with the Agreement, the following events occurred:

As part of the acquisition of CFS, Terri Wonderly,  the majority shareholder and
sole officer and director of the Company prior to the share exchange,  cancelled
back to the Company 2,000,000 shares of the Company's Common Stock.


NOTE 5 - COMMITMENTS

CFS previously  leased its office and equipment under a month to month agreement
from an entity owned by a shareholder. The monthly lease payments are $2,000 for
rent,  $3,000 for telephone and $2,500 for insurance.  No amounts have been paid
as of December 31, 2003 and are recorded as accrued  expenses - related party as
of December 31, 2002.

CFS entered into an  employment  agreement as of October 1, 2002 for $12,500 per
month with its chief  executive  officer.  No amounts were paid as of end of CFS
operations.  The accrued salary of $75,000 and is included in accounts payable -
related party as of December 31, 2003.


NOTE 6 - RELATED PARTY TRANSACTIONS

Contract labor was performed by an entity owned by our former CEO, Roger Henley.
No amounts  had been paid as of December  31, 2003 and are  recorded in accounts
payable - related party as of December 31, 2003.

Subsequent Events

On January  21,  2004,  we agreed to sell all of the stock of our  wholly  owned
subsidiary, Communication Field Services, Inc., a Nevada corporation ("CFS"), to
Roger Henley, our former Chief Executive Officer, in consideration for 2,934,000
of the 3,260,000 shares of our common stock which he owned.