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

                                  FORM 10QSB/A
                                 Amendment No. 1


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

                For the quarter ended June 30, 2002

                                       OR

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

For the transition period from ___________ to ___________


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


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


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


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

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

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


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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of June 30,  2002  there  were  outstanding  11,371,424  shares of  Invvision
Capital, Inc. common stock, par value $.0001 per share.



<PAGE>

                             INVVISION CAPITAL, INC.
                                TABLE OF CONTENTS

                                                                         Page
                                                                         ----

PART I - Financial Information                                             1

Item 2. Management's Discussion and Analysis                              12


PART II - OTHER INFORMATION                                               13


Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K




SIGNATURE PAGE                                                             14






<PAGE>

            CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS


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

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

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

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

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

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

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




<PAGE>


                          PART I: FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


                             Turner, Stone & Company
                          Certified Public Accountants
                   A Registered Limited Liability Partnership
                      12700 Park Central Drive, Suite 1610
                                Dallas, TX 75251



                         Independent Accountants' Report


Board of Directors and Stockholders
Invvision Capital, Inc


We have  reviewed  the  accompanying  consolidated  balance  sheets of Invvision
Capital,  Inc. as of June 30, 2002,  and the related  consolidated  statement of
operations  and cash  flows for the  three  and six  months  then  ended.  These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying  consolidated financial statements for them to be in
conformity with generally accepted accounting principles.



/s/ Turner, Stone & Company
---------------------------
Turner, Stone & Company
Certified Public Accountants
September 5, 2002




                                       1

<PAGE>
<TABLE>
<CAPTION>

                                         INVVISION CAPITAL, INC.
                                           AND SUBSIDIARIES
                                    (A DEVELOPMENT STAGE COMPANY)
                                      CONSOLIDATED BALANCE SHEETS
                                        FOR THE SIX MONTHS ENDED



                                                 Assets
                                                 ------

                                                                       June 30,2002        June 30, 2001
                                                                      --------------       -------------
<S>                                                             <C>                     <C>

Current assets:
     Cash                                                              $       5,377        $    266,980
     Receivables and advances                                                118,720             326,072
     Mortgage loans in process                                                     -           6,799,574
     Prepaid expenses                                                         32,283              13,513
     Note receivable                                                               -              72,145
                                                                       -------------       -------------
         Total current assets                                                156,380           7,478,284

Property and equipment, at cost, net of
     accumulated depreciation                                                  5,254               7,797

Other assets:
     Investment in unimproved real estate                                  3,052,030             400,000
     Investment in available for sale equity
       securities, at fair value                                              39,039             983,700
     Option to purchase land                                                       -           3,000,000
                                                                       -------------       -------------
                                                                       $   3,252,703        $ 11,869,781
                                                                       =============       =============






















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

                                                             2
</table>
<PAGE>
<TABLE>
<CAPTION>


                                                 INVVISION CAPITAL, INC.
                                                    AND SUBSIDIARIES
                                             (A DEVELOPMENT STAGE COMPANY)
                                              CONSOLIDATED BALANCE SHEETS
                                                FOR THE SIX MONTHS ENDED





                                         Liabilities and Stockholders' Equity
                                         ------------------------------------


                                                                       June 30, 2002       June 30, 2001
                                                                      --------------      --------------
<S>                                                             <C>                     <C>

Current liabilities:
     Accounts payable, trade                                          $      364,509      $      282,797
     Line of credit                                                                -           6,799,574
     Accrued expenses                                                        298,196             349,621
     Note payable                                                             50,000                   -
     Current portion of mortgages payable                                     11,770                   -
                                                                      --------------      --------------
         Total current liabilities                                           724,475           7,431,992
                                                                      --------------      --------------
Mortgages payable, net of current portion                                  2,569,230                   -
                                                                      --------------      --------------
Commitments and contingencies                                                      -                   -

Stockholders' equity:
     Preferred stock, $.001 par value, 15,000,000
        shares authorized for June 30, 2002,
        no shares issued and outstanding, no
        rights or preferences determined                                           -                   -
     Common stock, $.001 par value, 50,000,000
        and 20,000,000 shares authorized, 11,371,424
        and 7,276,944 shares issued and outstanding, respectively             11,371               7,277
     Paid in capital in excess of par                                      3,778,405           5,917,426
     Common stock warrants                                                   100,000                   -
     Notes receivable, common stock subscribed                         (      29,925)                  -
     Accumulated deficit during the development stage                  (   1,987,941)      (     578,884)
     Accumulated other comprehensive loss                              (   1,912,912)      (     908,030)
                                                                      --------------      --------------
                                                                       (      41,002)          4,437,789
                                                                      --------------      --------------
                                                                      $    3,252,703      $   11,869,781
                                                                      ==============      ==============











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

                                                      3
</table>
<PAGE>
<TABLE>
<CAPTION>


                                          INVVISION CAPITAL, INC.
                                             AND SUBSIDIARIES
                                       (A DEVELOPMENT STAGE COMPANY)
                                  CONSOLIDATED STATEMENTS OF OPERATIONS
                                           AND COMPREHENSIVE LOSS
                                         FOR THE THREE MONTHS ENDED


                                                                      June 30, 2002           June 30, 2001
                                                                    ----------------         ---------------
<S>                                                             <C>                     <C>
Revenues                                                            $              -         $             -

Cost of revenues                                                             279,035                       -
                                                                    ----------------         ---------------
Gross profit                                                         (       279,035)                      -

Selling and marketing expenses                                                   465                       -
General and administrative                                                   283,476                  60,410
                                                                    ----------------         ---------------

Operating loss                                                       (       562,976)         (       60,410)

Interest expense                                                              36,908                       -
                                                                    ----------------         ---------------

Loss before income taxes                                             (       599,884)         (       60,410)

Provision for income taxes                                                         -                       -
                                                                    ----------------         ---------------

Loss from continuing operations                                      (       599,884)         (       60,410)

Unrealized loss on decline in value of
     available for sale equity securities                                          -                 908,030
                                                                    ----------------         ---------------

Comprehensive loss                                                   (       599,884)         (      968,440)

Discontinued operations:
     Income from discontinued (sold) IMI
        operations, net of applicable income
        taxes of $0                                                           16,519          (      477,581)
     Loss on disposal of IMI, net of applicable
        income taxes of $0                                           (        16,079)                      -
                                                                    ----------------         ---------------
Net loss                                                            $(       599,444)        $(    1,446,021)
                                                                    ================         ===============

Net loss per share:
     Basic:
        Loss from continuing operations                            $(           .05)         $(          .13)
        Income (loss) from discontinued
         operations, including loss on
         disposal                                                   (           .00)         $(          .11)
                                                                    ----------------         ---------------
Net loss                                                           $(           .05)         $(          .24)
                                                                    ================         ===============
     Diluted:
        Loss from continuing operations                            $(           .05)         $(          .13)
        Income (loss) from discontinued
         operations, including loss on
         disposal                                                   (           .00)         $(          .11)
                                                                    ----------------         ---------------
Net loss                                                           $(           .05)         $(          .24)
                                                                    ================         ===============


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

                                                       4
</table>
<PAGE>
<TABLE>
<CAPTION>


                                          INVVISION CAPITAL, INC.
                                             AND SUBSIDIARIES
                                      (A DEVELOPMENT STAGE COMPANY)
                                 CONSOLIDATED STATEMENTS OF OPERATIONS
                                          AND COMPREHENSIVE LOSS
                                         FOR THE SIX MONTHS ENDED

                                                                                             Inception to
                                                                     June 30, 2002           June 30, 2001
                                                                    ---------------         ---------------
<S>                                                             <C>                     <C>
Revenues                                                            $            -          $           -

Cost of revenues                                                           286,086                      -
                                                                    ---------------         ---------------
Gross profit                                                         (     286,086)                     -

Selling and marketing expenses                                               1,270                      -
General and administrative                                                 383,949                 60,410
                                                                    ---------------         ---------------
Operating loss                                                       (     671,305)          (     60,410)

Interest expense                                                            59,907                      -
                                                                    ---------------         ---------------
Loss before income taxes                                             (     731,212)          (     60,410)

Provision for income taxes                                                       -                      -
                                                                    ---------------         ---------------
Loss from continuing operations                                      (     731,212)          (     60,410)

Unrealized loss on decline in value of
     available for sale equity securities                                        -           (    908,030)
                                                                    ---------------         ---------------
Comprehensive loss                                                   (     731,212)          (    968,440)

Discontinued operations:
     Income from discontinued (sold) IMI
        operations, net of applicable income
        taxes of $0                                                         16,519           (    518,473)
     Loss on disposal of IMI, net of applicable
        income taxes of $0                                           (      30,898)                     -
                                                                    ---------------         ---------------
Net loss                                                            $(     745,591)         $(  1,486,913)
                                                                    ===============         ===============

Net loss per share:
     Basic:
        Loss from continuing operations                             $(         .07)         $(        .19)
        Income (loss) from discontinued
         operations, including loss on
         disposal                                                    (         .00)         $(        .11)
                                                                    ---------------         ---------------
Net loss                                                            $(         .07)         $(        .30)
                                                                    ===============         ===============
     Diluted:
        Loss from continuing operations                             $(         .07)         $(        .19)
        Income (loss) from discontinued
         operations, including loss on
         disposal                                                    (         .00)         $(        .11)
                                                                    ---------------         ---------------
Net loss                                                            $(         .07)         $(        .30)
                                                                    ===============         ===============

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

                                                      5
</table>

<PAGE>
<TABLE>
<CAPTION>


                                                        INVVISION CAPITAL, INC.
                                                           AND SUBSIDIARIES
                                                     (A DEVELOPMENT STAGE COMPANY)
                                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                       FOR THE SIX MONTHS ENDED



                                                                      June 30, 2002           June 30, 2001
                                                                     ---------------        ---------------
<S>                                                             <C>                     <C>
Cash flows from operating activities:

     Cash received from customers                                   $        137,493        $      541,898
     Cash paid to employees                                           (       70,065)        (     148,000)
     Cash paid to suppliers                                           (      133,522)        (     751,683)
     Interest paid                                                    (       59,907)                    -
                                                                     ---------------        ---------------

        Cash provided by (used in) operating activities               (      126,001)        (     357,785)
                                                                     ---------------        ---------------
Cash flows from investing activities:

     Purchase of property and equipment                                            -         (       8,207)
     Advances made to others                                          (          689)                    -
     Sale of subsidiary                                                        5,000                     -
                                                                     ---------------        ---------------

        Cash provided by (used in) investing activities                        4,311         (       8,207)
                                                                     ---------------        ---------------


Cash flows from financing activities:

     Proceeds from issuance of common stock                                      525               632,972
     Proceeds from line of credit                                            312,639                     -
     Proceeds from note payable                                               60,000                     -
     Repayment of line of credit                                      (      275,278)                    -
                                                                     ---------------        ---------------
        Cash provided by financing activities                                 97,886               632,972
                                                                     ---------------        ---------------
Net increase (decrease) in cash                                       (       23,804)              266,980

Cash at beginning of period                                                   29,181                     -
                                                                     ---------------        ---------------
Cash at end of period                                               $          5,377        $      266,980
                                                                     ===============        ===============














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

                                                  6
</table>
<PAGE>
<TABLE>
<CAPTION>


                                      INVVISION CAPITAL, INC.
                                         AND SUBSIDIARIES
                                   (A DEVELOPMENT STAGE COMPANY)
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    FOR THE SIX MONTHS ENDED




                                   Reconciliation of Net Loss to
                                    Net Cash Used in Operations


                                                                   June 30, 2002           June 30, 2001
                                                                  ---------------         ---------------
<S>                                                             <C>                     <C>
Net loss                                                          $(      745,591)        $(     578,883)
                                                                  ---------------         ---------------

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

     Loss on sale of assets                                       $       222,432         $            -
     Depreciation                                                           1,312                    410
     (Increase) decrease in accounts receivable                            60,372          (     326,071)
     (Increase) decrease in mortgages held for sale                       312,639          (   6,799,574)
     (Increase) decrease in prepaid expenses                       (       25,500)         (      13,513)
     (Increase) decrease in notes receivable                                    -          (      72,145)
     Increase (decrease) in accounts payable                       (      126,393)               282,796
     Increase (decrease) in accrued expenses                              174,728                349,621
     Increase (decrease) in line of credit                                      -              6,799,574
                                                                  ---------------         ---------------
        Total adjustments                                                 619,590                221,098
                                                                  ---------------         ---------------
Net cash provided by (used in) operations                         $(      126,001)        $      357,785
                                                                  ===============         ===============


                                                 Supplemental Disclosures of Non-Cash
                                                  Investing and Financing Activities


Common stock issued for land                                      $             -         $      400,000

Common stock issued for option to purchase land                   $             -         $    3,000,000

Common stock issued in exchange for equity share
    of long-term invest                                           $             -         $    1,891,731

Common stock issued for debt                                      $       350,000         $            -









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

                                              7
</table>
<PAGE>

                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and operations

Invvision Capital, Inc. (the Company), formerly Omni Park Pass, Inc. (OMNI), was
incorporated in the state of Nevada on May 27, 1998. OMNI's business  operations
consisted of designing and developing  software for use in the entertainment and
amusement park industries  although no significant  revenues were generated from
this  activity and as a result of recurring  significant  operating  losses,  in
March 2001,  the board of directors  voted to shut down business  operations and
attempt to sell the Company or its assets.

On April 20, 2001,  the Company  merged with Invvision  Capital,  Inc.  (ICI), a
Texas corporation,  by issuing 4,257,393 common stock shares valued at $4,257 in
exchange for all of the  outstanding  common stock of  Invvision  Capital,  Inc.
(ICI).  Immediately  prior to the merger,  OMNI effected  several  capital stock
transactions,  including an 8 to 1 reverse  common  stock  split,  to change its
capital  structure  (Note  2).  On April  23,  2001,  OMNI  changed  its name to
Invvision Capital, Inc.

ICI was  incorporated in the state of Texas on February 15, 2001.  Prior to this
merger  transaction,  ICI  had  no  active  business  operations.   However,  in
connection with its formation,  ICI acquired an unimproved parcel of real estate
and an  assignment  of contract to purchase  another  unimproved  parcel of real
estate (Notes 3 and 7), which it plans to develop.  Additionally, in April 2001,
the  Company  began  conducting   mortgage  banking  activities   involving  the
origination and underwriting of residential mortgage loans.

The merger  transaction was accounted for as a reverse merger using the purchase
method of accounting with ICI acquiring OMNI for financial  reporting  purposes.
As a  result,  the  accompanying  consolidated  financial  statements  have been
restated to present the financial  position and operating  results of ICI as the
acquiring entity. Because OMNI did not have any assets or liabilities and had no
business operations, no portion of the purchase price was allocated to goodwill.
Instead,  the  excess of the  purchase  price  over the fair value of net assets
acquired has been charged against  operations and reflected in the  accompanying
consolidated financial statements as an acquisition cost.

Principles of consolidation

The accompanying  consolidated financial statements include the general accounts
of the Company  and its  subsidiaries  Invvision  Development,  Inc.,  Invvision
Mortgage,  Inc.,  Invvision  Funding,  Inc., INVA#1,  Inc. and INVA#2,  Inc. All
intercompany  transactions,  accounts and balances  have been  eliminated in the
consolidation and there were no material intervening transactions.

Basis of presentation and going concern uncertainty

The accompanying unaudited consolidated condensed financial statements have been
prepared  in  accordance   with  the  accounting   policies   described  in  the
consolidated  financial  statements  and related notes included in the Company's
2001 Form 10-K. It is suggested  that those  consolidated  statements be read in
conjunction with this report. The year-end financial  statements  presented were
derived  from the  Company's  audited  financial  statements.  In the opinion of
management,  the  accompanying  consolidated  financial  statements  reflect all
adjustments  necessary for a fair presentation of the financial  position of The
Company and of its operations.








                                        8
<PAGE>

                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The consolidated financial statements of the Company have been prepared assuming
that the Company will continue as a going concern. However, the Company incurred
an operating loss during the quarter and it has a net working capital deficit of
over $1.0 million.  These  conditions,  among others,  give rise to  substantial
doubt about the Company's ability to continue as a going concern.  Management is
continuing  to seek  additional  equity  capital  to  fund  its  operations  and
management  anticipates revenues to be generated by the end of 2002.  Management
believes  that these  steps will  provide  the Company  with  adequate  funds to
sustain its growth and continued existence. There is, however, no assurance that
the steps taken by management  will meet all of the  Company's  needs or that it
will continue as a going concern.  The consolidated  financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Management estimates

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

Cash flows

For purposes of the consolidated  statement of cash flows, the Company considers
all highly liquid  investments with original  maturities of three months or less
to be cash equivalents. None of the Company's cash is restricted.

Revenue recognition

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

All mortgage loans  originated by the Company are held for sale and are reported
at the  lower  of cost or  market  value.  Direct  loan  origination  costs  are
capitalized as part of the carrying value of the related loan.

Property and equipment

Property  and  equipment  is  stated  at  cost  less  accumulated  depreciation.
Depreciation  of property and equipment is being  provided by the  straight-line
method  over  estimated  useful  lives of three to seven  years.  For the period
January 1, 2002 through March 31, 2002, depreciation expense totaled $656.

Loss per share

Basic loss per share amounts are computed using the  weighted-average  number of
common  stock  shares  outstanding  during the  periods.  Diluted loss per share
amounts  are  computed  using the  weighted-average  number of common and common
equivalent shares  outstanding  during the periods.  For the periods ending June
30, 2002 and 2001, basic loss per share amounts are computed using 8,221,944 and
6,001,405   weighted   average  number  of  common  stock  shares   outstanding,
respectively.  No effect has been given to the assumed  exercise of  outstanding
stock options because the effect would be antidilutive.

2.       MORTGAGES AND NOTES PAYABLE

On  February  20,  2002,  the Company  borrowed  $60,000  from  Graham  Mortgage
Corporation.  The note bears  interest at 16 %, is secured by real and  personal
property  in  Tarrant  County,  Texas and  requires  accrued  interest  payments
beginning  April 1, 2002 with all principal and accrued but unpaid  interest due
and payable on March 1, 2004. Upon the sale of the real estate on April 22, 2002
the note was repaid to Graham Mortgage Corporation.

                                        9
<PAGE>



                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


3.   DISCONTINUED OPERATIONS

Invvision Mortgage, Inc.

On April 10,  2002,  the Company sold some of the assets of IMI and its mortgage
pipeline to Malcolm McAlpine, the CFO of IMI for a note receivable of $25,000.

On June 28, 2002, the Company sold its shares in the wholly owned  subsidiary to
Mr. Ron Knight,  the past  President of IMI for $10 and an  assumption of all of
the  assets  and  liabilities  which  is  included  in the  reported  amount  of
discontinue  operating  results  pursuant to APB Opinion No. 30,  Reporting  the
Results of Operations.

4.   COMMITMENTS AND CONTINGENCIES

Legal matters

The Company is subject to legal proceedings that arise in the ordinary course of
business. As of this date, the Company is not a party to any lawsuits, either as
plaintiff  or as  defendant.  Management  is not aware of any matters that could
result in a lawsuit or other legal contingencies.

Environmental matters

During the period ended  December 31,  2001,  the Company  acquired a 19.64 acre
tract of land (Note 3) that was formerly a landfill for the city of  Carrollton,
Texas.  There is  currently  an  environmental  study in  progress  by the Texas
Natural  Resource  Conservation  Commission  (TNRCC) to determine  the extent of
contamination  and the costs  associated with the clean up. As of this date, the
extent  of  contamination  has  not  been  defined.  Management  believes  it is
reasonably  possible  that some  contamination  will  exist and that the cost of
clean up to the  Company  could  approach  $500,000  on an  undiscounted  basis.
However,  it is reasonably  possible that this estimated loss contingency  could
change as the  environmental  study is completed,  currently  estimated to occur
sometime by the end of July 2003. A loss accrual for clean up costs has not been
provided for in the accompanying consolidated financial statements.

5.   SEGMENT INFORMATION

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

On June 28, 2002, the Company sold its wholly owned mortgage division, Invvision
Mortgage, Inc.

6.   RELATED PARTY TRANSACTIONS

On April 22,  2002,  the Company  sold  acreage  with a cost of at $400,000 to a
shareholder of the Company in exchange for $200,000,  which included debt of the
Company.  The  Company  recorded a loss on this  transaction  of  $208,000.  The
Company had a first  right of refusal  with the  purchaser  to  re-purchase  the
property for the $200,000 sale price.

On June 19,  2002,  the Company  issued  3,500,000  common  stock  shares to Rea
Capital Corporation,  a major stockholder,  in repayment of $350,000 of accounts
payable related to its consulting agreement with the Company.


                                       10
<PAGE>

                             INVVISION CAPITAL, INC.
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.   SUBSEQUENT EVENT

On April 24, 2002,  the maturity  dates for the mortgages  payable (Note 5) were
extended to April 30, 2003. In exchange for the extension, the Company will make
monthly  principal and interest payments of $3,000 beginning June 1, 2002 on the
$200,000 mortgage. In addition, the Company agreed to a $12,000 extension fee on
the  $1,580,000  mortgage,  payable  in twelve  monthly  installments  of $1,000
beginning  May 1, 2002.  The RGL mortgage was  extended  without any  additional
consideration or changes in terms.

On August 19, 2002,  the Company  entered into a contract to sale its  remaining
tract of unimproved  real estate.  The contract  expired on August 30, 2002, but
the  Company  and the buyer are  continuing  to move  forward  in an  attempt to
complete  the  sale,  although  there is no  assurance  that  the  sale  will be
completed. The Company is also having ongoing discussions with another buyer and
anticipates a sale of the real estate by the end of September.

On August 29,  2002,  the Company sold its wholly  owned  subsidiary,  Invvision
Development, Inc., to its President, Larry Akins, in lieu of funds due Mr. Akins
and  Marc  Harrison,  an  employee  of IDI,  as well  as the  assumption  of all
outstanding  payables  of IDI.  The Company  has  retained a 20 percent  profits
interest in a number of the business opportunities that have been in development
in IDI prior to the date of sale.































                                       11

<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS


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

During the second quarter of 2002 the Company continued to shift it's core focus
to that of  economic  development  with  federally  recognized  American  Indian
Tribes.  Pursuant to this plan,  on June 28th,  2002 the company  completed  the
disposition of it's wholly owned mortgage  division,  Invvision  Mortgage,  Inc.
including the  assumption of all  liabilities  and remaining  assets,  licenses,
files and tax losses.  Earlier, on April 10th of this year some of the assets of
the wholly owned mortgage  banking  subsidiary  including the mortgage  pipeline
were sold to the then CFO of the mortgage company, Malcolm McAlpine.

In  addition to the sale of the  mortgage  subsidiary,  on April 22nd,  2002 the
company sold an undeveloped  2.25 acre piece of real estate in Grapevine,  Texas
for $200,000.  The sale of this asset was made to a shareholder  of the company.
The Company recorded a loss in the amount of $208,000 on this  transaction.  The
net  proceeds of which were used to fund the ongoing  operation  and overhead of
Invvision Capital.

$350,000  in  liabilities  of the Company to Rea  Capital  Corporation,  a major
shareholder,  were converted to common shares of the Company at the market price
of $0.10 per share for total of 3,500,000 newly issued shares.

In  addition  to theses  activities,  during  the  second  quarter  the  company
continued  to  negotiate  with  several  American  Indian  Tribes  pursuing  the
development   of  numerous   projects   including   energy   development,   fuel
distribution,  fuel stations and convenience stores,  environmental  remediation
projects, tribal housing and financial investments.

The  companies  disciplines  applied to  American  Indian  Development  projects
include  project   feasibility   analysis,   project   development,   operations
management,  capital sourcing,  marketing and planning strategies, and financial
modeling and control.  It is anticipated  that the company will begin to realize
revenues in these areas by the 3rd quarter of 2002.


The Six Month Period  Ended June 30, 2002  Compared to the Six Month Period
Ended June 30, 2001.

During the Month Period Ended June 30, 2002 the Company reported no revenues, as
it did for the same period the previous year.  Operational Losses for the period
were  $562,976  up from  $60,410 for the same period the  previous  year.  Total
Losses for the Six Month  Period  Ended June 30,  2002 were  $599,444  down from
$1,446,021 the previous year. Losses for the period in 2001, however, included a
$908,030  unrealized  loss on the  decline  in the value of  available  for sale
securities.  Losses for the period ended June 30, 2002  included a $208,000 loss
recorded from the sale of real estate to a share.


Liquidity and Commitment for Capital Expenditures.
-------------------------------------------------

The  company is  continues  to pursue  additional  capital  of up to  $2,000,000
through the sale of the  companies  stock and the issuance of company  warrants.
Although there is no assurance that  additional  financing to meet the Companies
obligations will be forthcoming, the Company expects that this financing will be
completed  by the late 3rd to early  4th  quarters  of 2002 and that  additional
funds my be available from the sale of remaining  real estate assets  sufficient
to meet the Company's needs until it receives revenues from operations.

..


                                       12

<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1.       LEGAL PROCEEDINGS

         None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.


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

     The Company has not  submitted any matters to the  shareholders  for a vote
during this reporting period.


ITEM 5. OTHER INFORMATION

         None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

         None








                                       13

<PAGE>
                                  SIGNATURE

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




   Dated:  September 25, 2002                   INVVISION CAPITAL, INC.


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














                                       14
<PAGE>