SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 2001

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

  For the transition period from            to
                                 ----------    ---------

                        Commission file number: 333-80429

                            INVVISION CAPITAL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)
                      Formally Known as Omni Park Pass Inc.


           NEVADA                                         75-2823489
---------------------------------                     -------------------
(State or other jurisdiction                         (I.R.S. Employer
of incorporation or organization)                     Identification No.)


              2515 Tarpley Road, Suite 100, Carrollton, Texas 75066
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrants' telephone number, including area code: (214) 390-0801


Check whether the  registrant  filed all  documents  and reports  required to be
Filed by Section 12, 13 or 15(d) of the Exchange Act. Yes [X] No [ ].


Shares of common stock outstanding at August 20, 2001:  7,277,108


<PAGE>


                                TABLE OF CONTENTS



PART I  -      FINANCIAL INFORMATION                                      Page

Item  1.  Financial Statements

            Condensed Consolidated Balance Sheet at June 30, 2001           1

            Condensed Consolidated Statements of Operations from
                   February 15, 2001 (Inception) through June 30, 2001.     2

            Statement of Stockholder's Equity from
                   February 15, 2001 (Inception) through June 30, 2001.     3

            Condensed Consolidated Statement of Cash Flows from
                   February 15, 2001 (Inception) through June 30, 2001.     4

            Notes to Condensed Consolidated Financial Statements.           5-9

Item  2.  Management's Discussion and Analysis of Financial                10-11
          Condition and Results of Operations


PART  II.      Signatures                                                  12


<PAGE>


ITEM  1.       FINANCIAL STATEMENTS

         The following unaudited Financial Statements for the period  ended June
30,  2001,  have  been  prepared  by  the  Company  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosure  normally  included  in  financial  statements  prepared in
accordance with Generally Accepted Accounting  Principals have been condensed or
omitted.  However, in the opinion of management,  all adjustments (which include
only  normal  recurring  accruals)  necessary  to present  fairly the  financial
position and results of operations for the periods presented have been made. The
financial  statements  should  be read in  conjunction  with the  notes  thereto
included in Invvision Capital Inc.

                             INVVISION CAPITAL INC.
                          (Formally Omni Park Pass Inc)
                          (A Development Stage Company)
                      Condensed Consolidated Balance Sheet
                                  June 30, 2001
                                   (unaudited)

                                     ASSETS
                                                                   June 30, 2001
                                                                   -------------
CURRENT ASSETS
     Cash and cash equivalents                                     $    266,980
     Accounts receivable                                                223,566
     Mortgage loans in process                                        6,799,574
     Accounts receivable - other                                        102,506
     Prepaid expenses                                                    13,513
     Notes receivable                                                    72,145
                                                                   ------------
             Total current assets                                     7,478,284

PROPERTIES, PLANT AND EQUIPMENT - NET
         Computer equipment                                               7,797
         Option to purchase land                                      3,400,000
         Land                                                           400,000
                                                                   ------------
                                                                      3,407,797

LONG-TERM INVESTMENTS                                                   983,700
                                                                   ------------
TOTAL ASSETS                                                       $ 11,869,781
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Line of credit                                                $  6,799,574
     Accounts payable                                                   282,797
     Accrued liabilities                                                349,621
                                                                   ------------
             Total current liabilities                                7,431,992

STOCKHOLDERS' EQUITY
     Common stock, $0.001 par value
          Authorized 50,000,000
          issued and outstanding 7,277,108                                7,277
     Paid in capital in excess of par value                           5,917,426
     Net unrealized loss on investments available for sale             (908,030)
     Deficit accumulated during development stage                      (578,884)
                                                                   ------------
             Total stockholders' equity                               4,437,789
                                                                   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $ 11,869,781
                                                                   ============




The accompanying notes are an integral part of these financial statements.

                                       1
<PAGE>

<TABLE>

<CAPTION>


                             INVVISION CAPITAL INC.
                       (Formally known as Omni Park Pass)
                         ( A Development Stage Company)
                 Condensed Consolidated Statements of Operations
                For the Three Months Ended June 30, 2001 and for
                     the Period February 15, 2001(Inception)
                        Through June 30, 2001 (unaudited)


                                                                   From Inception
                                          For the three months     through the
                                               ended June 30,      period ended June 30,
                                            ----------------       ---------------------
                                                  2001             2001
                                            ----------------       ---------------------
<S>                                         <C>                    <C>


REVENUE                                     $   867,129            $   867,970
                                            -----------            -----------
          Total revenues                        867,129                867,970
EXPENSES
     Depreciation                                   410                    410
     General and administrative               1,201,185              1,242,918
     Loan processing expense                    203,525                203,525
                                            -----------            -----------
          Total expenses                      1,405,120              1,446,853
                                            -----------            -----------

Income (loss) before income taxes              (537,991)              (578,883)

Income taxes (benefit)                             --                     --
                                            -----------            -----------
NET (LOSS)                                  $  (537,991)           $  (578,883)
                                            -----------            -----------

Other comprehensive income, net of tax:
     Unrealized loss on securities
         available for resale                  (908,030)              (908,030)
                                            -----------            -----------

COMPREHENSIVE (LOSS)                        $(1,446,021)           $(1,486,913)
                                            ===========            ===========

Basic and diluted earnings per share        $     (0.24)           $     (0.30)
                                            ===========            ===========
Basic and diluted weighted average number
   of shares outstanding for the periods      6,001,405              4,980,843
                                            ===========            ===========

</TABLE>


    The accompanying notes are an integral part of this financial statement.

                                        2

<PAGE>

<TABLE>

<CAPTION>

                             INVVISION CAPITAL, INC
                          (A Development Stage Company)
                     (Formally Known as Omni Park Pass Inc.)
                        STATEMENT OF STOCKHOLDER'S EQUITY
       FOR THE PERIOD FEBRUARY 15, 2001 (INCEPTION) THROUGH June 30, 2001


                                          Common Stock
                                          $.01 Par Value                          Accumulated   (Loss) on
                                          -----------------------   Additional    During the    Available
                                                                    Paid-in       Development   For-sale
                                          Shares        Amount      Capital       Stage         Securities    Total
                                          -----------   ---------   -----------   ----------    ----------  -----------
<S>                                       <C>         <C>           <C>           <C>           <C>         <C>


Balance, February 15, 2001                            $           $             $            $             $

Common stock issued in connection
         with reverse acquisition
         on April 20, 2001                 1,342,156       1,342                                                 1,342

Common stock issued
      For cash on February 21, 2001           10,000          10         9,990                                  10,000
      For cash on February 22, 2001            5,000           5         4,995                                   5,000
      For cash on February 27, 2001            5,000           5         4,995                                   5,000
      For cash on March 2, 2001                5,000           5         4,995                                   5,000
      For cash on March 27, 2001              25,000          25        24,975                                  25,000
         For cash and notes April 20, 2001   373,984         374       362,018                                 362,392


Common stock issued in connection
      with the acquisition of land           400,000         400       399,600                                 400,000

Common stock issued in connection
      with land option contract
      agreement                            3,000,000       3,000     2,997,000                               3,000,000

Common stock issued in connection
         with investment in equity
         securities                        1,891,731       1,892     1,889,839                               1,891,731

Common stock issued in connection
         with professional services          219,237         219       219,018                                 219,237

Change in market value of
      available-for-sale securities
                                                                                                (908,030)     (908,030)
Net loss for the period February 15, 2001
      (inception) through June 30, 2001                                            (578,883)                  (578,883)
                                          -----------   ---------   -----------   ----------   -----------  ----------
Balance, June 30, 2001                     7,277,108  $    7,277  $  5,917,425  $  (578,883) $  (908,030)  $ 4,437,789

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


</TABLE>




    The accompanying notes are an integral part of this financial statement.

                                        3
<PAGE>

<TABLE>

<CAPTION>

                             INVVISION CAPITAL INC.
                         ( A development Stage Company )
                     (Formally known as Omni Park Pass Inc.)
                 Condensed Consolidated Statements of Cash Flows
            From February 15, 2001 (Inception) through June 30, 2001
                                   (unaudited)

                                                                                   2001
                                                                               -----------
<S>                                                                            <C>

OPERATING ACTIVITIES
       Net income (loss)                                                       $  (578,883)
       Charges and credits to net income not affecting cash
            Depreciation                                                               410
       Changes in assets and liabilities
            Accounts receivable                                                   (326,071)
                  Mortgage Loans in Process                                     (6,799,574)
                  Prepaid Expenses                                                 (13,513)
                  Notes Receivable                                                 (72,145)
                  Accounts payable                                                 282,796
                  Line of Credit                                                 6,799,574
                  Accrued liabilities                                              349,621
                                                                               -----------
NET CASH FROM OPERATING ACTIVITIES                                                (357,785)
                                                                               -----------
INVESTING ACTIVITIES
       Acquisition of properties and equipment                                      (8,207)
                                                                               -----------
NET CASH USED FOR INVESTING ACTIVITIES                                              (8,207)
                                                                               -----------
FINANCING ACTIVITIES
       Sale of common stock                                                        632,972

                                                                               -----------
NET CASH FROM (USED FOR) FINANCING ACTIVITIES                                      632,972
                                                                               -----------

NET DECREASE IN CASH                                                               266,980

CASH AT BEGINNING OF PERIOD                                                             -
                                                                               -----------
CASH AT END OF PERIOD                                                          $   266,980
                                                                               ===========

SUPPLEMENTAL DISCLOSURE 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 shares of long-term investment        1,891,731
                                                                              ------------

                     TOTAL                                                     $ 5,291,731
                                                                              ============
</TABLE>



The accompanying notes are an integral part of these financial statements.

                                        4

<PAGE>


                             INVVISSION CAPITAL INC.
                          (A Development Stage Company)
                     (Formally Known As Omni Park Pass Inc.)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) From
               February 15, 2001 (Inception) through June 30, 2001

NOTE 1.        DESCRIPTION OF BUSINESS

Invvision  Capital,  Inc.,  formally  Omni Park Pass Inc,  ("the  Company")is  a
development stage company incorporated under the laws of the State of Nevada.

On April 20,  2001,  the  Company  completed a reverse  acquisition  with with a
private company of the same name("IC")  resulting in the  shareholders of the IC
owning 79.4 percent of outstanding shares of the Company.  Omni Park Pass Inc.'s
name was then changed to Invvision  Capital,  Inc. The acquisition was accounted
for as a reverse  merger  using  the  purchase  method  with IC  considered  the
accounting  acquirer for financial  statement  purposes and thus the  historical
statements of IC have become the historical financial statements of the Company.
As a result  financial  information  is only provided from the February 15, 2001
inception  date  of IC  forward  since  prior  comparative  information  is  not
meaningful to an understanding of the company's relative performance.

The  Company is  committed  to the  creation  of value  through  the  pursuit of
strategic  opportunities  in real estate  development  and various  technologies
which will enable the Company to achieve its substantial growth projections. The
Company  believes  that the most  efficient and effective way it can optimize an
aggressive  yet  responsible  growth  velocity  is  through  the  adoption  of a
well-defined acquisitions strategy.

This strategy will begin  initially  with the pursuit of potential  acquisitions
that can provide a substantial  increase in the asset base and overall net worth
of the Company in order to facilitate  and support  future  acquisitions  by the
Company.  Subsequently,  the pursuit of potential acquisitions that will enhance
the Company's  ability to generate  positive cash flow and earnings from Company
operations.  Finally,  the  continual  pursuit of  potential  acquisitions  that
present the opportunity for the Company to enhance or improve its utilization of
technology in corporate and/or subsidiary  operations,  marketing and management
systems as well as in new product and services development.
















                                        5
<PAGE>



                             INVISION CAPITAL, INC.
                          (A Development Stage Company)
                  (Formally Known As Omni Park Pass Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
              From February 15, 2001 (Inception) through June 30, 2001


NOTE 2.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash Equivalents
----------------
For  purposes  of cash  flows,  the  Company  considers  all highly  liquid debt
instruments  purchased  with  a  maturity  of  three  months  or  less  to  cash
equivalents.

Use of Estimates
----------------
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect reported  amounts of assets and liabilities and disclosures 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.

Start up Activities
-------------------
Costs of start-up  activities,  including  organization  costs,  are expensed as
incurred.

Concentration of Credit Risk
----------------------------
The Company  maintains  cash on deposit in  interest  and  non-interest  bearing
accounts,  which, at times, may exceed federally insured limits. The Company has
not  experienced  any losses on such  accounts and believes it is not exposed to
any significant credit risk on cash and equivalents.

Income Taxes
------------
Income taxes are provided  for the tax effects of  transactions  reported in the
financial statements and consist of taxes currently payable plus deferred taxes.
Deferred  taxes  represent  the  future  tax return  consequences  of  temporary
differences between the bases of assets and liabilities for financial and income
tax  reporting,  which  will be  taxable  or  deductible  when  the  assets  and
liabilities  are recovered or settled.  A valuation  allowance is established as
necessary, to reduce deferred taxes to its estimated realizable amount.

Consolidations
--------------
The  consolidated  financial  statements of the company  include the accounts of
Invvision  Mortgage,  Inc.  a  wholly  owned  subsidiary  of  the  company.  All
significant intercompany transactions have been eliminated.


                                        6
<PAGE>

                             INVISION CAPITAL, INC.
                          (A Development Stage Company)
                     (Formally Known As Omni Park Pass Inc.)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) From
               February 15, 2001 (Inception) through June 30, 2001


NOTE 2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Goodwill
--------
Due to the nature of the merger and the company is  classified  as a Development
stage company  there is currently no goodwill.  The company will elect to handle
all future goodwill in accordance with FASB 142.

Property and equipment
----------------------
Property  and  equipment  are stated at cost.  The cost of  equipment is charged
against  income  over  its  useful  life,  using  the  straight-line  method  of
depreciation.  Repairs  and  maintenance  that do not extend the useful  life of
property and equipment are charged to expense as incurred.

NOTE 3.        RELATED PARTY TRANSACTIONS

The Company  acquired an option to purchase land from an entity owned indirectly
by the wife of a director of the Company through a wholly owned Canadian company
for $3,000,000 by issuing 3,000,000 shares of common stock.

The  Company  leases  certain  office  space  from an entity  affiliated  with a
director of the Company under an operating lease agreement, which expires during
fiscal  year 2003.  The lease  contains  renewal  options  after the  three-year
periods are complete.  The future minimum rental commitment at June 30, 2001 for
noncancelable operating leases by fiscal year is:

              2001                            $  45,000
              2002                               60,000
              2004                               60,000
                                              ---------
              Totals                          $ 165,000
                                              =========
NOTE 4.        INCOME TAXES

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  temporary  differences  between  the  financial
statements  carrying  amounts  of  existing  assets  and  liabilities  and their
respective tax bases,  and to net operating loss and tax credit carry  forwards,
measured  by tax rates for the years in which  taxes are  expected to be paid or
recovered.

The estimate provision (benefits) for federal income taxes are as follows:

              Current                         $      -
              Deferred                               -
                                              ---------
                                              $      -
                                              =========



                                        7

<PAGE>

                             INVISION CAPITAL, INC.
                          (A Development Stage Company)
                     (Formally Known As Omni Park Pass Inc.)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
            From February 15, 2001 (Inception) through June 30, 2001


NOTE 4.        INCOME TAXES - CONTINUED

The  estimated  provision  (benefit)  for income  taxes  differs from the amount
calculated   using   statutory  rates  on  income  (loss)  before  income  taxes
principally  because of net operating  loss carry  forwards and providing a full
valuation allowance on deferred tax assets relating to the net operating loss.

The components of the deferred tax asset (liability) are as follows:

              Gross deferred tax assets:

              Net operating loss carry forwards                 $  196,800

              Valuation allowance                                 (196,800)
                                                                -----------

                         Net deferred tax asset (liability)     $
                                                                ===========


At June 30,  2001,  the  Company  has an  operating  loss carry  forward for tax
purposed of approximately $538,000, which expires through 2006.



NOTE 5.        RISK AND UNCERTAINTIES

At June 30,  2001,  the  Company  owns an  option  to  purchase  19.64  acres in
northwest  Dallas  County,  Texas.  Such option is valued at  $3,000,000  and is
exercisable  until 30 days  after the  release  by the Texas  National  Resource
Conservation  Commission  ("TNRCC") relating to certain  environmental  matters.
Such  release  has  not  been  obtained.   The  Company  expects  the  costs  of
environmental remediation, if any will not be material.

Further,  upon  exercise  of the  option the  Company  will be  required  to pay
approximately  $3,000,000  to various  parties at closing.  The Company plans to
cover the  obligations  through the private  placements  of common or  preferred
stock,  through  issuance of their stock to  indebted  parties and through  cash
flows from  operations.  The success of such money  raising  efforts  and/or the
release by TNRCC cannot be guaranteed.  It is therefore reasonably possible that
the Company's estimate of the carrying value of its option to purchase this land
will change in the near term.  Management  does not anticipate any  difficulties
with the raising of capital or the TNRCC requirements and anticipates closing on
the property within six months.



                                        8
<PAGE>


                             INVISION CAPITAL, INC.
                          (A Development Stage Company)
                     (Formally Known As Omni Park Pass Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (Unaudited) From February 15, 2001 (Inception) through June 30, 2001

NOTE 6.        LINE OF CREDIT

As part of the Company's  operating  needs for processing  mortgage loans it Has
entered into a line of credit agreements with banks to facilitate their mortgage
brokering  operations.  The line of credit is  secured  by the  mortgages  being
processed.  As of June 30,  2001  the line of  credit  was  secured  by Loans in
Process totally $6,799,574.

                    Line of credit as of June 30, 2001     $6,799,574

NOTE 7.        EMPLOYEE BENEFIT AND STOCK OPTION PLAN

On May 4, 2001 the Board of  Directors  approved an  Employee  Benefit and Stock
Option Plan for the officers and  employees of the company.  The plan allows for
2,000,000  shares of the common  stock of the Company over the term of the plan,
with no more than 300,00 shares issued in any one year.

No shares have been issued as of June 30, 2001.


NOTE 8.        LONG-TERM INVESTMENTS

The Company holds  investments in certain equity securities as of June 30, 2001.
It is the intention of the company to hold these  securities  and they are being
classified as available for sale.

                                                             Value
      Starnet Financial Inc.             Cost             June 30, 2001

          7,566,924 shares            $1,891,731            $983,700



















                                        9
<PAGE>

ITEM 2:        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS.


RESULTS OF OPERATIONS

Company  entered into a Plan and  Agreement of Merger with Omni Park Pass,  Inc.
(OPPI), which was ratified by a majority of the shareholders on April 20, 2001.

At  the time of the merger, the Company owned a piece of undeveloped real estate
valued at $3,000,000, Invvision Mortgage, Inc. with a net worth of approximately
$500,000,  2,817,401  common shares of StarNet  Financial,  Inc. and $100,000 in
cash. At such time, the prior  director was removed and the following  directors
elected by the  shareholders:  Edward P. Rea,  John Edward Rea and C. Joe Smith.
Their experience were outlined in a Form 8-K filed at the beginning of May 2001.

The Company is a  diversified  financial  services,  management  and  investment
company based in Dallas County.

The  Company's  strategy  is to acquire  large  equity  interests  in  operating
businesses,  creating  "Partners in Industry",  therein  building  value for its
shareholders  through a combination of the established  financial  skills of its
corporate  management and the strong operating  management teams of its acquired
businesses.

Either on its own or for larger  transactions  in  combination  with a financial
partner, the Company is actively pursuing investments in new opportunities.

The Company and Capitol Communities  Corporation (CPCY) announced the signing on
May 8, 2001 of a Letter of Intent  Agreement  between the companies  wherein the
Company will acquire  Capitol  Development  of  Arkansas,  Inc., a  wholly-owned
subsidiary  of Capitol  Communities  Corp.  Upon  closing  of this  transaction,
Capitol Development will become a wholly-owned subsidiary of the Company.

The two  companies  value the  transaction  at  approximately  $24  million.  At
closing,  the Company  will pay off or  refinance  close to $6 million in senior
debt secured by the real estate owned by Capitol Development, and will issue $18
million in common and convertible preferred stock to Capitol.

The  directors  have a great deal of expertise and  experience  with projects of
this nature, and this transaction  coincides with our initial corporate strategy
to generate  substantial  growth in our asset base and increase our net worth in
order to support future acquisitions.

Capitol  Development  owns  approximately  1,000  acres of  residential  land in
Maumelle,  Ark., a suburb of Little Rock, and a 35% interest in another property
company  with land  holdings in Maumelle.  The land being  acquired by Invvision
Capital  represents most of the remaining  undeveloped  land -- and about 70% of
the remaining home sites -- in Maumelle.  Located  directly  across the Arkansas
River from Little Rock, Maumelle was established in the early seventies as a HUD
Title  7  "New  Town,"  and  has a  population  today  of  approximately  12,000
residents.  With parks, lakes,  greenbelts and numerous  recreational  amenities
amidst a wide  variety of housing  sizes and  prices,  Maumelle  is the  fastest
growing city in Pulaski  County and enjoys the highest per capita  income in the
state of Arkansas according to available public statistics.

                                       10
<PAGE>

ITEM 2:        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS.


RESULTS OF OPERATIONS - CONTINUED

INV's  mortgage  division  was  created  on April 1, 2001 in  Dallas.  Invvision
Mortgage is estimated to generate over  $200,000,000  in  residential  mortgages
within  its  first  year of  operation.  Invvision  Mortgage,  with  anticipated
employment of 120 employees this year, is registering in 36 states,  to generate
FHA, VA, conventional and sub-prime mortgages through its net-branch operation.

The Company is  committed to  establishing  a  reputation  within the  financial
services disciplines for operating efficiency and effectiveness.

The Company has three planned acquisitions beginning with Capital Development of
Arkansas,  which represents the initial implementation of this strategy enabling
the  Company to meet its growth  projections.  On April 20,  2001,  the  Company
completed a reverse  stock split  acquisition  of Omni Park Pass Inc.,  a Nevada
corporation,  and is in the  process of  obtaining  additional  capital  through
private  placements of its  securities.  The Company  believes it has sufficient
resources to maintain their operations through June 30, 2002.


PART II.     OTHER INFORMATION


Item  1.     Legal Proceedings.

            None

Item  2.     Changes in Securities.

            Registrant has made no changes in its securities during the quarter
            ended June 30, 2001.

Item  3.     Defaults Upon Senior Securities.

            Registrant has no senior securities and accordingly no defaults.

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

            Registrant  submitted no matters to its stockholders for a vote
            during the quarter ended June 30, 2001.

Item  5.     Other Information.

            None.

Item 6.      Exhibits and Reports on Form 8-K.

            Registrant filed a Form 8-K to report the establishment of an
            Employee Benefit and Stock Option Plan.



                                       11
<PAGE>



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

                                                    INVVISION CAPITAL, INC.
                                                     ---------------------------
                                                      (Registrant)


                                                        BY:  /s/ John Edward Rea
                                                          ---------------------
                                                           John Edward Rea
                                                     Its: President


                                                       BY:  /s/ C. Joe Smith
                                                          ---------------------
                                                           C. Joe Smith
                                                     Its: Treasurer

DATE:   August 20, 2001
        Carrollton, Texas



                                       12