SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1


[x]     Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
         Act of 1934 ]

                  For the fiscal year ended September 30, 2000

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

              For the transition period from             to

                         Commission file number 0-22310

                             LASV ENTERPRISES, INC.
                             ----------------------
              (Exact name of small business issuer in its charter)

               DELAWARE                                 33-0564327
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)               Identification No.)


                Suite 201, 1736 152nd Street,Surrey,B.C.,V4A 4N4
         --------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:    (604) 541-6253
                                                      -----------------

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

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

                          Common Stock, par value $.001
                          -----------------------------

           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.
                                                      YES   X        NO



<PAGE>

           Check if there is no disclosure  of delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information  statements  incorporated by reference in part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]

           State issuer's revenues for its most recent fiscal year: None

           The aggregate market value of the voting stock held by non-affiliates
of  the  registrant as of January 5, 2001 was  $1,063,369  based  on the closing
average bid and asked price of $.59.


           The number of shares  outstanding  of the issuer's  classes of Common
Stock as of January 5, 2001:


               Common Stock, $.001 Par Value - 29,609,211 shares


                    DOCUMENTS INCORPORATED BY REFERENCE: NONE





<PAGE>
                                TABLE OF CONTENTS
                             LASV ENTERPRISES, INC.
              FORM 10-KSB REPORT FOR YEAR ENDED SEPTEMBER 30, 2000

                                                                       Page
                                                                      Numbers
                                                                    -----------
                                     PART I

Item   1.      Business                                                    2

Item   2.      Properties                                                  4

Item   3.      Legal Proceedings                                           4

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

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                         4

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         5

Item   7.      Financial Statements                                        7
                                                                        F1-F

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                         8

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                         8

Item  10.      Executive Compensation                                     10

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management                                             12

Item  12.      Certain Relationships and Related Transactions             13

Item  13.      Exhibits and Reports on Form 8-K                           14

Signatures                                                                15


                                        1


<PAGE>



                                     PART I

Item 1.   DESCRIPTION OF BUSINESS

LASV  Enterprises,   Inc.  (formerly  Las  Vegas  Airlines,  Inc.),  a  Delaware
corporation (the "Company") was incorporated as Hermaton Company on May 4, 1992.
The Company was formed for the purpose of either  merging  with or  acquiring an
operating company with operating history and assets.

 The Company  acquired  51% of the common stock of Las Vegas  Airlines,  Inc., a
non-affiliated  Nevada  corporation  ("LVA-Nevada") on April 28, 1998. Under the
Acquisition  the Company  paid  $500,000 to acquire  51% of  LVA-Nevada  and the
rights to use the LVA-Nevada operating permit. The remaining 49% was acquired by
merger with another  subsidiary,  Acquisition Corp. 2500, on September 30, 1998.
LVA Nevada had been in business for over 24 years,  primarily  operating  Navajo
aircraft in a commuter  service  between Las Vegas,  Nevada and the Grand Canyon
and in charter  operations  in the area.  The Company  intended to continue  the
Grand Canyon business, but its primary business focus is the expansion of routes
in niche markets.  The first market is the U.S. Virgin Islands to be followed by
routes in Northern  California and other  locations to be  determined.  Due to a
changing  regulatory  climate under FAA Part 121, and the failure of an aircraft
lessee to timely deliver aircraft, the Virgin Islands expansion was indefinitely
postponed.  At the same time,  subsequent to year end, the Company evaluated its
Las Vegas business and determined  that it was not profitable and was not likely
to become profitable in the foreseeable future. In the belief of management, the
prior  owner of  LVA-Nevada  made  several  material  misrepresentations  to the
Company. The Company sued Donald J. Donohue, Sr. ("Donohue"),  the former owner,
in Nevada state court for these  misrepresentations and for embezzling cash from
LVA-Nevada.  In response,  on December 11, 1998, the former owner of LVA-Nevada,
and 4 other persons filed an involuntary  petition for relief under Chapter 7 of
the Federal  Bankruptcy  Code against LVA. The petition was filed in  bankruptcy
court in Las  Vegas,  Nevada.  As a result of this  filing and its effect on the
Company, it was obligated to cease operations in December 1998. Subsequently the
bankruptcy  petition was dismissed.  The Company has evaluated the situation and
has determined that Donohue is likely  judgment  proof,  and has determined that
collectibility  of any claim  against  Donohue is  unlikely.  In  addition,  the
Company has determined  that the value of LVA-Nevada is nominal and any recovery
from it is unlikely,  and has decided not to waste  additional funds on recovery
efforts.


The Company under new  management  and Board of  Directors,  changed its name to
LASV  Enterprises,  Inc.  (formerly Las Vegas Airlines,  Inc.) The  Shareholders
approved a restructuring plan proposed by the Board and proceeded to consolidate
its common shares on the basis on one new share for each preconsolidation shares
held. At this time the Company also received a new CUSIP number and Symbol.


                                       2

<PAGE>

The  Company  acquired  100% of the  common  stock of 583354  BC,  Ltd.,  a non-
affiliated BC incorporated company.  Under the Acquisition,  the Company paid 12
million 144 Restricted  Shares to acquire 100% of 583354 BC Ltd. and its assets,
finalized  negotiations  and  completed  contracts and  agreements.  The Company
successfully completed the acquisition of the project in the Dominican Republic.
The project;  Luxury Condominium and Casino Development consists of 5.4 acres of
prime ocean front property, is located at Cabarete Bay on the north shore of the
Dominican Republic,  less than 10 minutes from the International  Airport at the
city of Puerto Plata. The Company has concluded  financial  negotiations  with a
Financial Group in Europe to advance the  outstanding  funds owed by the Company
for the  Dominican  Republic  project.  The  Financial  Group  will hold a first
mortgage  against the property  until the debt is repaid.  The recent  appraisal
completed in August 2000,  appraised the property at a market value in excess of
$8,000,000 with no consideration given to the existing Casino and Gaming License
approved for the development project.

The Company  also  recently  signed a Letter of Intent with Rugby  International
Corp. and the Union of Journalists,  jointly known as Press-Loto,  to become the
sole online  lottery  company in the lucrative  niche market of private and semi
private  online  lottery  businesses  in the  Russian  Federation.  The  current
existing lottery business which nets $7,000,000 per annum will also be acquired.

The Company ceased all dealings and  negotiations  with  SilverHawk  Development
Corporation of Nevada and its associated companies after due diligence confirmed
LASV  Enterprises,  Inc.  would not gain asset value or future  revenue from the
acquisition.  The  resignation  of  Board  Members  related  to  the  SilverHawk
Development  Corporation  acquisition were accepted by the Company.  The Company
recently  appointed  additional  notables  to the board  who will both  actively
participate in the  operational  sectors of the company and their  acquisitions.
The Company  continues to negotiate  additional  acquisitions and mergers in the
travel and air route industries as well as casinos and entertainment sectors.



                                       3
<PAGE>


Item 2.   DESCRIPTION OF PROPERTY

 The  Company  receives  the use of  office  space  on a five  year  lease  with
comparable  lease rates.  The Company's  corporate  offices are located at Suite
201, 1736 152nd Street, B.C., Canada, V4A 4N4 telephone (604) 541 6253.


Item 3.   LEGAL PROCEEDINGS

There are no legal proceedings in progress or pending at this time.


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

 No matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year ended September 30, 2000.


                                     PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

 The  Company's  Common  Stock  has  traded  minimally  and  it is  not
 considered to have an  established  trading  market.  As of September 30, 2000,
 there were  approximately  310 stockholders of record.  Subsequent to September
30, 2000,  the volume of shares  traded  increased to  1,380,183,  in October to
2,368,518 in November and 4,347,080 in December.




                                       4
<PAGE>


Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS AND FINANCIAL CONDITION

General and  Administrative  expenses  increased  to $696,546 for the year ended
September 30, 2000 from $2,322 for the same period in 1999. The increase was due
primarily  to the  increase in  acquisition  activity of the Company  during the
year.

On August 7, 2000, the Company announced the Dominican  Republic  government had
granted preliminary casino licenses with respect to the Cabarete Bay development
property.  The Company also  announced it had  completed an agreement to acquire
SilverHawk  Development  Corporation,  a privately held company  incorporated in
Nevada.  SilverHawk  Development  Corporation  is a hotel,  resort and  vacation
ownership  development company with developments in China, Mexico,  Belize, Cook
Islands,  Hawaii and Florida.  Under the agreement the Company  agreed to change
its name to  SilverHawk  International  Corporation.  The Company  appointed the
President  of  SilverHawk  Development,  Mr.  Von G.  Batesole,  to its Board of
Directors.

On August 14, 2000, the Company  announced it had consummated the acquisition of
100% of the issued  shares of  SilverHawk  Development  Corporation.  Mr. Von G.
Batesole  will serve as the interim  chairman  of the Board of the new  combined
entity.

August 15, 2000, the Company  announced that in addition to Mr. Von G. Batesole,
Mr.  Peter  Gallic and Mr.  Leonard  Malcolm had been  appointed to the Board of
Directors.  Mr. Gallic is a financial  consultant with a background in financial
consulting, project development and manufacturing.  Mr. Malcolm has a background
in finance.

On August 17, 2000,  the Company  announced the addition of Mr. John G. Chupa to
the board of Directors.  Mr. Chupa is President of Chupa & Alberti,  P.C.  which
specializes in  intellectual  property,  corporate and commercial  law. The firm
serves as General Counsel for SilverHawk Development Corporation.

On August 25,  2000,  the Company  advised its  shareholders  that on August 24,
2000, it filed a Notice of Late Filing concerning its second quarter 10Q Report,
due on the same date.

On September 14, 2000, the Company  announced its business  strategy as outlined
and  approved  at its last board  meeting on August 28,  2000.  When the pending
merger with  SilverHawk  Development  is  completed,  the Company will acquire a
valuable joint venture in China with the Yunnan Tobacco Company,  the largest of
China's Tobacco Companies.

On Septemebr  15, 2000,  the Company  announced it is in final  negotiations  to
acquire the Acapulco  Plaza Beach Resort in  Acapulco,  Mexico.  The Company has
finalized the terms of the merger with SilverHawk Development Corporation.  LASV
Enterprises,  Inc. has agreed to assume any and all  liabilities  of  SilverHawk
Development Corporation.


                                       5
<PAGE>


On September 19, 2000,  the Company  announced  that in a joint venture with the
Yunnan Tobacco Company,  it will spend the next twelve months opening additional
offices. The joint venture with the Yunnan Tobacco Company has the only National
Government  License  under  the name of  Shangri-La  (which is  currently  being
changed to Sun Vacations & Exchange Company).


DISCUSSION OF SUBSEQUENT  EVENTS FOR THE PERIOD OF OCTOBER 1, 2000 TO JANUARY 5,
2001

On  October  2,  2000,  the  Company   announced  that  SilverHawk   Development
Corporation  recognized the Republic of China  opportunity 4 years ago when they
initiated Sun Vacation & Exchange Club. Currently SilverHawk has on "test" sales
and operation marketing operation in Kunming, China, employing 60 professionals.
During  the year 2001,  SilverHawk  Development  Corporation  expects to have an
estimated 12 to 15 sales centers.

On  October  4,  2000,  the  Company   announced  that  SilverHawk   Development
Corporation  has signed an additional  new joint venture  contract with Southern
China Development  Corporation.  SilverHawk anticipates the launch of hotels and
sales operations  outside China and throughout Asia during the first half of the
year 2001.

On October 25, 2000,  SilverHawk announced all agreements with LASV Enterprises,
Inc. had been terminated because of differences that could not be resolved.

On  October  26,  2000,  the  Company  announced  that  the  Attorneys  for LASV
Enterprises,   Inc.  and  the  SilverHawk  Development  Corporations'  Attorneys
strongly counseled the Company, that due to the debt situation within SilverHawk
Development   Corporation,   and  the  fact  that   verification  of  SilverHawk
Development  Corporation's  ownership  of any hotels or  resorts in Mexico,  the
United States, including the widely talked about Anaheim project at the expanded
Disneyland  Park, as well as the lack of  verification on the hotels and resorts
in China,  and being that the only  verification  presented by SilverHawk was an
Option Agreement regarding a hotel in Mexico and an Option Agreement on a resort
in the Cook Islands, completion of the transaction was not advisable. It was the
opinion  of  the  company  that  the   acquisition  of  SilverHawk   Development
Corporation  and its  associated  companies had no present asset value of future
revenue potential.

On October 26, 2000 the Company also announced approval from the State Secretary
of  Finance in the  Dominican  Republic  for a casino  and gaming  license to be
operated within the project in Cabarete  Bay.The Company also announced that Von
G. Batesole and John Chupa had resigned as Directors of the Company.

On October 31, 2000,  the Company  announced a correction to a previous  release
dated the same day;  that the Company has entered into  settlement  negotiations
with Howell & Associates,  L.L.P.,  a creditor,  who also  represents  claimants
relating back to the previous Chairman, Michael O. Ison.

On November 7, 2000, the Company  announced the appointment of Albert  Landwehr,
Jr. to the Board of Directors.


                                       6
<PAGE>


On  November  10,  2000 the Company  announced  that the Company and  Associated
Insiders will buy up to 1,000,000 shares over the next 30 days.

On December 12, 2000, the Company  announced the  appointment of Timothy Metz to
the Board of Directors.

On December 18, 2000, the Company announced the concluded financial negotiations
with a Financial  Group in Europe to advance the  outstanding  funds owed by the
Company for the Dominican  Republic  project.  The  Financial  Group will hold a
first mortgage  against the property until the debt is repaid.  The Company also
announced  that in  reference  to the press  release on  November  10, 2000 that
purchases have been  confirmed for over 550,000 shares  purchased by Associates.
While the 30 days have lapsed,  Associates continue to buy shares confirming the
undervaluation of the Company's share price.

On December 20, 2000 the Company announced they had signed a Letter of Intent to
acquire 100% of the common stock of Rugby  International  Corp., which holds the
license for the sole online lottery in the lucrative niche market of private and
semi  private  online  lottery  businesses  in  the  Russian  Federation.  Rugby
International Corp. and the Union of Journalists,  jointly own Press-Loto, which
will operate the lottery.

On December 28, 2000 the Company announced  conclusion of final  negotiations to
acquire  100% of the  common  shares  of  Alliance  Financial  Group,  a company
concerned  in the  installation  and  operation  of  automated  teller  machines
throughout  Europe.  Approval for $10 million start-up capital from a US Funding
Group,  headed by Texas  Capital has been  received.  Repayment  of this loan is
scheduled  over a  seven  year  period.  Additionally,  final  negotiations  are
underway to acquire 100% of the patented  SmartCard  Technology for  integration
within the automated teller machines.


Item 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                              LASV ENTERPRISES INC.
                              FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                    (Audited)
                                   U.S. Funds




                                       7

<PAGE>



                                  TABLE OF CONTENTS


                                                                 PAGE

AUDITOR'S REPORT                                                  F-2

BALANCE SHEET
     -  As at September 30, 2000, 1999 & 1998                     F-3

STATEMENT OF DEFICIT
     -  For the years ended September 30, 2000, 1999 & 1998       F-4

STATEMENT OF OPERATIONS
     -  For the years ended September 30, 2000, 1999 & 1998       F-5

STATEMENT OF CASH FLOWS
     -  For the years ended September 30, 2000, 1999 & 1998       F-6

NOTES TO FINANCIAL STATEMENTS                                  F-7 - F-15












                                      F-1

<PAGE>



                                AUDITOR'S REPORT


To the shareholders of LASV ENTERPRISES INC.

We have audited the balance sheet of LASV  Enterprises  Inc. as at September 30,
2000,  September  30,  1999  and  September  30,  1998  and  the  statements  of
operations,  deficit,  and cash flows for the years then ended.  These financial
statements   are  the   responsibility   of  the   company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform an audit to obtain  reasonable
assurance 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.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the  financial  position of the  company as at  September  30,  2000,
September 30, 1999 and September 30, 1998 the results of its  operations and its
cash  flows for the years  then  ended in  accordance  with  generally  accepted
accounting  principles.  As required by the Company Act of British Columbia,  we
report  that in our  opinion,  these  principles  have been  applied  on a basis
consistent with that of the preceding years.





COQUITLAM, B.C.                                PEACH GODDARD
January 05, 2001                               CHARTERED ACCOUNTANTS

                                                /s/ Peach Goddard
                                               ------------------




                                      F-2

<PAGE>
<TABLE>
<CAPTION>
                              LASV ENTERPRISES LTD.
                                  BALANCE SHEET
                      AS AT SEPTEMBER 30, 2000, 1999 & 1998
                                    (Audited)
                                   U.S. Funds

                                     ASSETS
                                                    2000          1999          1998
                                                 ----------     ---------    ----------
<S>                                              <C>            <C>          <C>
CURRENT
   Cash                                          $        -     $       -    $ 141,599
   Accounts Receivable                                    -             -        58,709
      Expendable parts, at cost                           -             -       126,313
      Refundable taxes based on income                    -             -        90,416
      Refundable excise taxes                             -             -         2,463
      Deposits                                                                  556,737
      Prepaid insurance                                   -             -       231,363
                                                 ----------     ---------    ----------
                                                          -             -     1,207,600

CAPITAL ASSETS (Note 4)                           2,825,000             -        37,005
                                                 ----------     ---------    ----------

                                                 $2,825,000     $       -    $1,244,605
                                                 ==========     =========    ==========


                                   LIABILITIES
CURRENT
   Accounts Payable                              $   73,000     $       -    $  733,512
   Current portion of Long-term Debt                      -             -       408,486
                                                 ----------     ---------    ----------
                                                     73,000             -     1,141,998

DUE TO SHAREHOLDERS  (Note 5)                     1,481,108             -       966,100
NOTE PAYABLE  (Note 6)                            1,950,000             -             -
LONG TERM DEBT                                            -             -         7,421
                                                 ----------     ---------    ----------
                                                  3,504,108             -     2,115,519
                                                 ----------     ---------    ----------


                         SHAREHOLDER EQUITY (DEFICIENCY)

SHARE CAPITAL (Note 7)                              238,925       221,487       170,487
DEFICIT                                            (918,033)     (221,487)   (1,041,401)
                                                 ----------     ---------    ----------
                                                   (679,108)            -      (870,914)
                                                 ----------     ---------    ----------

                                                 $2,825,000     $       -    $1,244,605
                                                 ==========     =========    ==========
</TABLE>
                             See Accompanying Notes

                                      F-3
<PAGE>


<TABLE>
<CAPTION>
                              LASV ENTERPRISES INC.
                              STATEMENT OF DEFICIT
               FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 & 1998
                                    (Audited)
                                   U.S. Funds



                                       2000         1999         1998
                                   -----------   ----------   -----------

<S>                                <C>           <C>          <C>

DEFICIT, BEGINNING OF YEAR         $   221,487   $1,041,401   $   819,914

NET INCOME (LOSS) FOR THE YEAR         696,546      819,914      (221,487)
                                   -----------   ----------   -----------

DEFICIT, END OF YEAR               $   918,033   $  221,487   $ 1,041,401
                                   ===========   ==========   ===========
</TABLE>







                             See Accompanying Notes




                                      F-4


<PAGE>

<TABLE>
<CAPTION>

                              LASV ENTERPRISES INC.
                             STATEMENT OF OPERATIONS
               FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 & 1998
                                    (Audited)
                                   U.S. Funds



                                                     2000         1999         1998
                                                 ----------    ---------     ---------

<S>                                              <C>           <C>           <C>
REVENUE                                          $        -    $       -     $       -
                                                 ----------    ---------     ---------


GENERAL AND ADMINISTRATIVE EXPENSES                 696,546        2,322       231,212
                                                 ----------    ---------     ---------
                                                    696,546        2,322       231,212

LOSS FROM CONTINUING OPERATIONS                     696,546        2,322       231,212

DISCONTINUED OPERATIONS NET OF TAXES
   Loss from discontinued operations                      -     (217,106)     (579,738)
   Gain from transfer of assets                           -      450,929             -
   Gain from relief of liabilities                        -      588,413             -
                                                 ----------    ---------     ---------
                                                          -      822,236      (579,738)

NET INCOME (LOSS)                                $ (696,546)   $ 819,914     $(810,950)
                                                 ==========    =========     =========


INCOME (LOSS) PER SHARE - BASIC                  $    (0.03)   $    0.19     $   (0.22)
                                                 ==========    =========     =========
</TABLE>







                             See Accompanying Notes



                                      F-5

<PAGE>
<TABLE>
<CAPTION>
                              LASV ENTERPRISES INC.
                             STATEMENT OF CASH FLOWS
               FOR THE YEARS ENDED SEPTEMBER 30, 2000, 1999 & 1998
                                    (Audited)
                                   U.S. Funds

                                                    2000         1999          1998
                                                -----------   ----------    ----------
<S>                                             <C>           <C>           <C>
CASH RESOURCES PROVIDED BY (USED IN):
OPERATIONS
Cash flow provided by operations before
  the undernoted                                $  (696,546)  $  819,914    $ (810,950)
Non-cash working capital                             73,000   (1,039,342)     (391,727)
Depreciation  & Amortization                              -            -        50,089
                                                -----------   ----------    ----------
                                                   (623,546)    (219,428)      (55,899)
                                                -----------   ----------    ----------
INVESTING
Purchase of capital asset                        (2,825,000)           -             -
Sale of aircraft                                          -            -         3,306
                                                -----------   ----------    ----------
                                                 (2,825,000)           -         3,306
                                                -----------   ----------    ----------
FINANCING
Proceeds from debt                                        -            -       285,967
Sale of shares                                       17,438       51,000       131,000
Advances from shareholders                        1,481,108       26,829       966,100
Note payable                                      1,950,000            -             -
Long-term debt                                            -            -      (105,617)
                                                -----------   ----------    ----------
                                                  3,448,546      257,348        78,892
                                                -----------   ----------    ----------

NET INCREASE (DECREASE) IN CASH                           -     (141,599)      128,168

CASH POSITION AT BEGINNING OF YEAR                        -     (141,599)       13,431
                                                -----------   ----------    ----------
CASH POSITION AT END OF YEAR                    $         -   $        -    $  141,599
                                                ===========   ==========    ==========

CASH POSITION CONSISTS OF:
Cash                                            $         -   $   45,538    $        -
Cheques issued in excess of funds on deposit        (33,311)           -        (4,320)
                                                -----------   ----------    ----------
                                                $   (33,311)  $   45,538   $    (4,320)
                                                 ===========   ==========    ==========

Supplemental Schedule of non-cash Transactions

Shares issued for debt                          $   499,423   $        -    $        -
                                                ===========   ==========    ==========
</TABLE>

                             See Accompanying Notes

                                      F-6
<PAGE>


                              LASV ENTERPRISES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2000, 1999 & 1998
                                    (Audited)
                                   U.S. Funds


1.    CONTINUED OPERATIONS

      These  financial  statements have been prepared on the basis of accounting
      principles applicable to a "going concern",  which assume that the company
      will continue in operation for the foreseeable  future and will be able to
      realize its assets and discharge its  liabilities  in the normal course of
      operations.

      The  continuation  of the company as a going concern is dependent upon its
      ability to obtain additional  financing to meet its obligations for future
      development  and the attainment of successful  operations.  The company is
      currently seeking new investors to raise the needed working capital.

      These  financial  statements  do not  reflect  adjustments  that  would be
      necessary if the "going concern"  assumption were not appropriate  because
      management  believes  that  the  actions  already  taken  or  planned,  as
      described  above,  will mitigate the adverse  conditions  and events which
      raise doubts about the validity of the "going concern"  assumption used in
      preparing these financial statements.

      If the "going concern" assumption were not appropriate for these financial
      statements,  then adjustments would be necessary in the carrying values of
      assets and  liabilities,  the  reported  revenues  and  expenses,  and the
      balance sheet classifications used.


2.    SIGNIFICANT ACCOUNTING POLICIES

      The  financial  statements  are prepared on the  historical  cost basis in
      accordance with generally accepted accounting principles.

      a)   Use of Estimates

       The  preparation  of financial  statements in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that reflect the amounts reported in the financial  statements
      and  accompanying  notes.  These estimates are based on management's  best
      knowledge of current  events and actions that the company may undertake in
      the future


                                      F-7
<PAGE>


                              LASV ENTERPRISES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2000, 1999 & 1998
                                    (Audited)
                                   U.S. Funds


2.    SIGNIFICANT ACCOUNTING POLICIES, continued


      b)    Foreign currency transactions

      The financial  statements of the company are reflected in U.S dollars. The
      company  uses the  temporal  method of  accounting  for  foreign  currency
      translations,  whereby  monetary  items  are  translated  at the  rate  of
      exchange  in effect at the  balance  sheet  date,  non-monetary  items are
      translated  at  historical   rates  and  revenue  and  expense  items  are
      translated at the rate of exchange on the dates they occur.

      c) Capital Assets

      Capital Assets are recorded at cost.  Amortization of buildings will begin
      once  construction  is  complete.   Amortization  is  provided  using  the
      declining balance method at the following rates:

                        Buildings                          5%
                        Equipment                         20%
                        Furniture & fixtures              20%

d)     Loss per Share

      Basic loss per share  computations is based on the weighted average number
      of shares  outstanding  during the year. Fully diluted earnings per shares
      have not been disclosed, as it is anti-dilutive.


3.    FAIR VALUE OF FINANCIAL INSTRUMENTS

      The  company's  financial  instruments  consist  of  accounts  receivable,
      cheques  issued  in  excess  of funds on  deposit,  accounts  payable  and
      long-term debt.  Unless otherwise  noted, it is management's  opinion that
      the company is not  exposed to  significant  interest,  currency or credit
      risks  arising  from the  financial  instruments.  The fair value of these
      financial  instruments  approximates  their  carrying  value  due to their
      short-term maturity or capacity of prompt liquidation.


                                      F-8
<PAGE>


                              LASV ENTERPRISES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2000, 1999 & 1998
                                    (Audited)
                                   U.S. Funds


4.    CAPITAL ASSETS
<TABLE>
<CAPTION>

                                                          2000        1999        1998
                                         Accumulated    Net Book    Net Book    Net Book
                            Cost        Amortization     Value       Value       Value
                       -------------     -----------   -----------  ---------   ---------
      <S>              <C>               <C>           <C>          <C>         <C>
      Buildings        $   1,440,750     $         -   $ 1,440,750  $      -    $      -
      Equipment              217,515         217,515             -         -       37,005
      Land                 1,384,250               -             -         -            -
                       -------------     -----------   -----------  ---------   ---------

                       $   3,042,515     $   217,515   $ 1,440,750  $      -    $  37,005
                       =============     ===========   ===========  =========   =========
</TABLE>


5.    DUE TO SHAREHOLDERS

      Amounts due to shareholders are non-interest  bearing and have no specific
      terms of repayment.  The  shareholders  have  indicated that these amounts
      need not be repaid  within the next fiscal period and  consequently  these
      have been classified as long term.


6.    NOTE PAYABLE

      The loan  payable is  non-interest  bearing and has no  specific  terms of
      repayment.  The note holder has  indicated  that these amounts need not be
      repaid  within the next  fiscal  period and  consequently  these have been
      classified as long term.


                                      F-9

<PAGE>


                              LASV ENTERPRISES INC.
                          NOTES TO FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2000, 1999 & 1998
                                    (Audited)
                                   U.S. Funds

7.    SHARE CAPITAL

      Authorized
      The  authorized  capital of the  company  consists of  100,000,000  Common
      Shares $ .001 par value and 1,000,000 Preferred Shares $ .001 par value


      Issued and Outstanding
                                                       Number            Amount
                                                    ----------        ----------
            Balance, September 30, 1998              3,937,000        $  170,487
               Issued for cash                          20,400            51,000
                                                    ----------        ----------
            Balance, September 30, 1999              3,957,400           221,487
               Issued for cash                      17,437,640            17,438
                                                    -----------       ----------
            Balance, September 30, 2000             21,395,040        $  238,925
                                                    ==========        ==========


12.   NAME CHANGE

      During the year the company changed its name from Las Vegas  Airlines Inc.
      to LASV Enterprises Inc.


13.   UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

      The year 2000 issue  arises  because  many  computerized  systems  use two
      digits  rather  than four to identify a year.  Date-sensitive  systems may
      recognize  the year 2000 as 1900 or some other date,  resulting  in errors
      when information using year 2000 dates are processed. In addition, similar
      problems  may arise in some  systems,  which use certain  dates in 1999 to
      represent  something  other than a date.  Although  the change in date has
      occurred, it is not possible to conclude that all aspects of the year 2000
      issue that may affect the entity,  including  those  related to customers,
      suppliers, or other third parties, have been fully resolved.



                                      F-10


<PAGE>

Item 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

On December 11, 2000 the Company  appointed  Peach & Goddard as the Auditors for
the Company. There were no disagreements with the former auditor, Thurman Shaw &
Co. and have parted on good terms. See Exhibit 16.1



                                    PART III

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

Directors and Executive Officers
--------------------------------

 The  members of the Board of  Directors  of the  Company  serve  until the next
annual meeting of stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors.  The following are the
directors,  executive  officers and  significant  employees of the Company as of
January 5, 2001.

         Name                             Position
         ----                             --------
   Robert Abbott                    President, Director

   Albert Landwehr, Jr.             Director

   Timothy Metz                     Director, Secretary

   Allan Davis                      Director, resigned October 31, 2000.

   Patrick Strasburger              Director, resigned October 31, 2000

   Von G. Batesole                  Interim Chairman of the Board, Director,
                                       resigned October 26, 2000

   Gilbert Matsumoto                Chief Financing Officer, Director,
                                       resigned October 31, 2000.

   Peter Gallic                     Director, resigned October 31, 2000

   Leonard Malcolm                  Director, resigned October 31, 2000

   John Chupa                       Director, resigned September 29,2000



                                       8
<PAGE>

     Robert Abbott, age 54, has been a director of the Company since April 2000.
From  1996 to 1999 he was  Director  of  Operations  of  Fraser  Downs  Raceway,
supervising approximately 850 persons. In 1995 he was Promotional Special Events
Coordinator  for  Hastings  Park  Recourse and was also an  Occupational  Safety
Specialist for Perley  Hospital/Rideau  Vet's Health  Center.  He was Health and
Safety  Coordinator  for Scott  Paper Ltd.  from 1989 to 1994.  Mr.  Abbott is a
Canadian citizen.

         Albert  Landwehr,  Jr.,  was  elected as  director in November 7, 2000.
Includes over 20 years of successful  airline  experience  with Federal  Express
Corporation  as  Manager  of  Corporate  Development  and  Manager  -  Financial
Operations  Analyst and Diverse  Financial  Management and Analytic  Experience.
Experience  in  international  transactions,  gained  in both  large  corporate,
investment  banking and  entrepreneurial  environments.  Mr.  Landwehr is a U.S.
citizen.

         Timothy  Metz,  was elected as director in December 12, 2000.  The most
recent  two - year  project  PeakSoft  Multinet  Corp.,  directed  by Mr.  Metz,
President,  CEO and  Director,  enabled a hands - on, all  functions,  including
operations,  strategic  planning,   administration,   finance  engineering,  and
fulfillment of this publicly traded high tech multinet portal software  company.
Mr. Metz is a U.S. citizen.

         Patrick Strasburger,  age 42, has been President and CEO and a director
of the Company since June 1, 2000. Mr  Strasburger  was employed by  Continental
Airlines  for the  past  twenty  years  and from  1995 to May 2000 was  Managing
Director of International Operations for Continental.  Mr. Strasburger is a U.S.
citizen. Resigned from the board of LASV on October 31, 2000.

         Allan Davis, age 38, was elected as Chief Financial Office and Director
in May  2000.  From  March  1999  to the  present  he has  been  Executive  Vice
President,   Finance  and   Administration  of  The  Whistler  Group,  a  mobile
electronics  manufacturer.  He was  Senior  Vice  President  - Finance of Member
Services,  Inc. from  September  1996 to March 1999 and prior thereto held other
accounting  positions  with  Member  Services,  Inc.  since  1993.  He  received
bachelors' degrees in Finance and Insurance from the University of Arkansas. Mr.
Davis is a U.S. citizen. Resigned from the board of LASV on October 31, 2000.

         Von G. Batesole, has been a director of the Company and chairman of the
board  since  August 15,  2000.  Was  current  President  and CEO of  SilverHawk
Development  Corporation  and was  appointed to the board as  negotiated  in the
Agreement between the Company and SilverHawk Development  Corporation.  Resigned
from the board on October 26, 2000.

         Gilbert Matusmoto,  has  been  a  director  of  the  Company  and Chief
Financial  Officer  since August 28, 2000.  Was also on the board of  SilverHawk
Development Corporation. Resigned from the board of LASV on October 31, 2000.


                                       9
<PAGE>

         Peter Gallic, has been a director of the Company since August 15, 2000.
Was also on the board of SilverHawk Development  Corporation.  Resigned from the
board of LASV on October 31, 2000.

         Leonard Malcolm, has  been  a  director of the Company since August 15,
2000. Was also on the board of SilverHawk Development Corporation. Resigned from
the board of LASV on October 31, 2000.

         John Chupa,  has been a director of the  Company since August 17, 2000.
Was also on the board of SilverHawk Development  Corporation.  Resigned form the
board of LASV on September 29, 2000. 5


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
--------------------------------------------------

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's directors and executive officers, and persons who own more than 10% of
the Company's  Common Stock to file with the Securities and Exchange  Commission
reports of ownership and of changes in beneficial ownership of Common Stock and
other equity  securities of the Company.  Based on  information  provided to the
Company for the fiscal year ended  September  30, 2000,  all reports were timely
filed.


Item 10. EXECUTIVE COMPENSATION

     The Company paid the following  compensation to its executive  officers and
directors in fiscal 2000.

     Patrick Strasburger        $8,000.00
                                20,000 common shares (unrestricted)

     Allan Davis                $8,000.00

     Additional  Directors currently receive no compensation for their duties as
directors.




                                       10
<PAGE>

1992 Stock Option Plan
----------------------

     The Company,  by  resolution  of its Board of Directors  and  stockholders,
adopted a 1992 Stock Option Plan (the  "Plan") on May 4, 1992.  The Plan enables
the  Company  to offer an  incentive  based  compensation  system to  employees,
officers and  directors  and to employees of companies  who do business with the
Company.

     In the discretion of a committee  comprised of non-employee  directors (the
"Committee"),  directors,  officers,  and key  employees  of the Company and its
subsidiaries  or  employees of  companies  with which the Company does  business
become  participants  in the Plan  upon  receiving  grants  in the form of stock
options or restricted  stock.  A total of 2,000,000  shares are  authorized  for
issuance  under the Plan, of which 780,000 shares were granted in fiscal 1998 at
an exercise  price of $2.50 per share.  These options all lapsed in fiscal 1999.
The Company may increase the number of shares  authorized for issuance under the
Plan or may make other material  modifications  to the Plan without  shareholder
approval.  However,  no amendment  may change the existing  rights of any option
holder.

     Any shares which are subject to an award but are not used because the terms
and  conditions  of the  award  are not met,  or any  shares  which  are used by
participants to pay all or part of the purchase price of any option may again be
used for awards  under the Plan.  However,  shares with respect to which a stock
appreciation right has been exercised may not again be made subject to an award.

     Stock  options may be granted as  non-qualified  stock options or incentive
stock  options,  but incentive  stock options may not be granted at a price less
than 100% of the fair market value of the stock as of the date of grant (110% as
to any 10%  shareholder at the time of grant);  non-qualified  stock options may
not be granted at a price less than 85% of fair market  value of the stock as of
the  date of  grant.  Restricted  stock  may not be  granted  under  the Plan in
connection with incentive stock options.

     Stock  options  may be  exercised  during  a  period  of time  fixed by the
Committee except that no stock option may be exercised more than ten years after
the date of grant or three years after death or disability,  whichever is later.
In the discretion of the Committee, payment of the purchase price for the shares
of stock  acquired  through the  exercise of a stock option may be made in cash,
shares of the Company's Common Stock or by delivery or recourse promissory notes
or a combination  of notes,  cash and shares of the Company's  common stock or a
combination  thereof.  Incentive  stock options may only be issued to directors,
officers and employees of the Company.



                                       11
<PAGE>


     Stock  options that may be granted  under the Plan may include the right to
acquire an Accelerated Ownership Non-Qualified Stock Option ("AO"). If an option
grant  contains  the AO  feature  and if a  participant  pays all or part of the
purchase  price of the option with shares of the Company's  common  stock,  then
upon exercise of the option the participant is granted an AO to purchase, at the
fair market value as of the date of the AO grant, the number of shares of common
stock the  Company  equal to the sum of the number of whole  shares  used by the
participant in payment of the purchase price and the number of whole shares,  if
any,  withheld  by the Company as payment for  withholding  taxes.  An AO may be
exercised  between the date of grant and the date of  expiration,  which will be
the same as the date of expiration of the option to which the AO is related.

     Stock  appreciation  rights  and/or  restricted  stock  may be  granted  in
conjunction  with, or may be unrelated to stock  options.  A stock  appreciation
right entitles a participant to receive a payment,  in cash or common stock or a
combination  thereof,  in an amount equal to the excess of the fair market value
of the stock at the time of exercise  over the fair market  value as of the date
of grant.  Stock  appreciation  rights may be exercised  during a period of time
fixed by the  Committee not to exceed ten years after the date of grant or three
years after death or disability,  whichever is later.  Restricted stock requires
the  recipient  to  continue  in service as an  officer,  director,  employee or
consultant  for a fixed period of time for  ownership of the shares to vest.  If
restricted  shares or stock  appreciation  rights  are  issued  in  tandem  with
options,  the  restricted  stock or stock  appreciation  right is canceled  upon
exercise of the option and the option will  likewise  terminate  upon vesting of
the restricted shares.


Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth  information  relating  to the  beneficial
ownership of Company  common stock by those  persons  beneficially  holding more
than 5% of the Company  capital  stock,  by the Company's  directors,  executive
officers and significant employees and by all of the Company's directors and
executive  officers  as a group,  as of  September  30,  2000.  All  information
regarding shares held by persons other than executive  officers and directors is
based solely upon a review of the stockholder list. The information herein gives
effect  to a  one-for-six  reverse  stock  split  effected  in May  2000 and the
issuance of 12 million post split shares.


                                       12
<PAGE>


                                                                   Percentage
Name of                                       Number of          of Outstanding
Stockholder                                  Shares Owned         Common Stock
-----------                                  ------------        --------------

Robert Abbott(2)                                 --                    --

Allan Davis(2)(4)                              100,000                   .8%

Patrick Strasburger(2)(4)                    1,800,000                 14.2%


Patrick Hood                                 1,000,000                  7.9%
915 Whitby Court
Sugarland, Texas 77479

Net Interest, Inc.(3)                        9,100,000                 71.9%
Houston, Texas

All officers and directors as
  a group (3 persons)                        1,900,000                 15.0%


(1)  Unless  otherwise noted below,  the Company believes that all persons named
     in the table have sole  voting  and  investment  power with  respect to all
     shares of Common Stock  beneficially  owned by them. For purposes hereof, a
     person is  deemed  to be the  beneficial  owner of  securities  that can be
     acquired  by such  person  within  60 days  from the date  hereof  upon the
     exercise  of  warrants  or  options  or  the   conversion  of   convertible
     securities.  Each beneficial owner's percentage  ownership is determined by
     assuming that any such warrants, options or convertible securities that are
     held by such person (but not those held by any other  person) and which are
     exercisable within 60 days from the date hereof, have been exercised.

(2) The address of this person is c/o the Company.

(3)  The President and Sole Shareholder of Net Interest, Inc. is S.J. Hood.

(4) Subsequent to September 30, 2000 the Company,  on December 22, 2000 returned
to the Transfer Agent the share certificates  issued to Patrick  Strasburger for
1,800,000  shares  and Allan  Davis for  100,000  shares.  A  combined  total of
1,900,000 was returned to the Treasury.



Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         An officer of the Corporation has advanced  certain  expenses on behalf
of the Company.  As of March 31, 1998 and 1999 such expenses totaled $15,188 and
$26,329.


                                       13
<PAGE>


                                     PART IV

Item 13.    EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits. The following exhibits of the Company are included herein.

    Exhibit No.            Document Description

       2.          Plan of acquisition, reorganization, arrangement, liquidation
                    or succession. *

       2.1.        Share Purchase Agreement, between the Registrant and David J.
                    Donohue, Sr.*


      16.1         Auditor letter from Thurman Shaw & Co. *

      27.1         Financial Data Schedule *


                        * Previously filed






                                       14
<PAGE>



                                   SIGNATURES


        Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934,  the  Registrant has duly caused this report as amended to
be signed on its behalf by the undersigned, thereunto duly authorized on January
24, 2001.


                                     LASV ENTERPRISES, INC.


                                 By: /s/ Timothy Metz
                                     --------------------------
                                     Timothy Metz
Amendment No. 1                      President and Director










                                       15