DP CHARTERS INC/CA, DEF 14C, 2000-12-28

DP CHARTERS INC/CA
DEF 14C, 2000-12-28
NON-OPERATING ESTABLISHMENTS

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

SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Check the appropriate box:

[ ] Preliminary information statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14c-6(d)(2))
[X] Definitive information statement

DP Charters, Inc.
(Name of Registrant as specified in Its Charter)

Payment of filing fee (check the appropriate box):

[ ] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[X] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number or the
form or schedule and the date of its filing.

(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) date filed:

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TABLE OF CONTENTS

I. LETTER TO DP CHARTERS SHAREHOLDERS 3

II. SUMMARY TERM SHEET 4
A. Parties Involved 4
B. Key Terms of the Transaction 4
C. Reasons For Engaging in This Transaction 5
D. Consideration Offered to Security Holders 6
E. Vote Required For Approval of the Transaction 6
F. Federal Tax Consequences of the Transaction 7

III. THE PLAN OF REORGANIZATION 8
A. Background Of The Offer And The Plan Of Reorganization 8
B. The Parties to the Agreement and Plan of Reorganization 11
C. Mergers, Consolidation, Acquisitions and Similar Matters
- Material Terms of Agreement and Plan of Reorganization 11
D. Recommendation And Reasons of the DP Charters Board For
Engaging in the Transaction. 13
E. Material Terms of Agreement and Plan of Reorganization 14
F. Regulatory Approvals Required 18
G. Federal Tax Consequences of the Transaction 18
H. Consideration Offered To Security Holders 19

IV. GENERAL INFORMATION 20
A. Date, Time, and Place Information 20
B. Dissenter's Rights of Appraisal 20
C. Voting Securities and Principal Holders thereof 21
D. Stock Ownership and Certain Beneficial Owners and Management 21
E. Directors and Executive Officers 23
F. Compensation of Directors and Executive Officers 25
G. Ratification of Independent Public Accountants 26
H. Compensation Plan 26
I. Amendments of Charter, Bylaws or Other Documents 26

V. EXHIBITS 28
Annex A. Plan of Reorganization and Acquisition between DP Charters, Inc.
and TTI Technologies Inc. 29
Annex B. 1999 Annual Report for DP Charters on Form 10-KSB 37
Annex C. Sept. 30, 2000 Quarterly Report for DP Charters on Form 10-QSB 81
Annex D. Nov. 30, 2000 Unaudited Financial Statements for TTI 95

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DP Charters Inc.
34700 Pacific Coast Hwy, Suite 303
Capistrano Beach, CA 92624

December 27, 2000

Dear Shareholder:

The enclosed information statement is being furnished to shareholders of record
on November 29, 2000, of DP Charters, Inc.("We", "Our"), a Nevada corporation in
connection with the following actions taken by written consent of holders of a
majority of the outstanding shares of our common stock entitled to vote on the
following proposals:

1. To acquire all of the issued and outstanding shares or stock of TriLucent
Technologies, Inc. ("TTI"), as a wholly owned subsidiary in exchange for the
issuance of 38,330,000 new investment shares of our common stock, subject to
satisfaction of the terms and conditions set forth in the attached Plan of
Reorganization and Acquisition (see Annex A of Information Statement).
2. To change our corporate name to TriLucent Technologies Corp., or a
substantially similar name.
3. To elect Jerry Witte and George Hennessey to serve as our board of
directors until our next annual meeting.
4. To ratify the appointment and continuation of Chisholm & Associates as
our auditors.

WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

Our board of directors has fully reviewed and unanimously approved the
actions in connection with the above-referenced Plan of Reorganization and
Acquisition and has determined that the consideration to our shareholders is
fair for our acquisition of TTI.

Holders of approximately 72% of our common stock have executed a written
consent in favor of the proposals described herein. However, under federal law
these proposals will not be effected until at least 20 days after this
Information Statement has first been sent to shareholders.

By Order of the Board of Directors,

/s/Kirt W. James
Kirt W. James
President

The date of this Information Statement is December 27, 2000

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II. SUMMARY TERM SHEET

This Summary Term sheet highlights selected information from this
Information Statement and may not contain all the information that is important
to you. If you wish to understand the transaction fully, you should carefully
read this entire Information Statement and the documents to which it refers. The
Plan of Reorganization and Acquisition ("POR") is attached as Annex A to this
Information Statement. It is the definitive legal document that governs the
transaction.

A. THE PARTIES:

DP Charters, Inc. ("DPCI",
"We", "Our", "Us"): We are a Nevada Corporation that has been engaged
in the business of providing charter yacht
services from Dana Point Harbor in California and
of providing worldwide scuba tours. DPCI is a
public company whose securities trade on the
Over the Counter Bulletin Board (OTCBB: DPCH).

TriLucent Technologies,
Inc.("TTI"): TTI, is a private Nevada corporation engaged in
The business of locating commercially viable
petroleum reserves utilizing state-of-the-art
hydrocarbon location technologies. TTI has
exclusive rights and licenses to this these
technologies.
(See Section III, Item B)

B. KEY TERMS OF THE PLAN OF REORGANIZATION

Overview: o DPCI will acquire 10,200 shares of TTI stock,
being 100% of its issued and outstanding stock,
in exchange for 38,330,000 shares of DPCI common
stock. TTI's three officers and directors, who
will also be the subsequent officers and
directors of DPCI, own all of the shares of TTI
stock.

o By Majority consent our shareholders of record on
November 29, 2000, the acquisition of TTI, in
accordance with the terms of the Plan of Reorg-
anization as attached, was approved.

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o The Board of Directors has agreed to accept the
cancellation of 19.99 million shares of its
common stock, thus decreasing its outstanding
capitalization to 7,660,000 shares of common
stock.

o The Board of Directors of DPCI has authorized
a five for one (5:1) forward-split of its out-
standing common shares, thus increasing its out-
standing capitalization to 38,330,000 shares of
common stock upon effectiveness of the forward
split.

Other Material Considerations:
o TTI will operate as a wholly owned subsidiary of
DPCI and will be provided funding by subsequent
private placements of investment stock.

o DPCI will change its name to TriLucent
Technologies Corp. or a substantially similar
name, and obtain a new CUSIP number and symbol
from the NASD.

o Jerry Witte and George Hennessey have agreed
to serve on the Board of Directors and to enter
into employment agreements with TTI and DPCI for
three years.

Additional Conditions for Closing:
o The closing of the acquisition of DPCI is
contingent upon the assignment of certain rights
and patents to TTI and the issuance of
investment shares to the shareholders of TTI.

C. REASONS FOR ENGAGING IN THIS TRANSACTION

o We have had limited success in raising
additional capital for our operations. The Board
is optimistic that additional capital can be
raised in a private placement or secondary
offering based upon the business potential
represented by TTI's business. We do not believe
that we can adequately grow our business
without this additional capital and we will
immediately begin to raise capital through a
series of private placement offerings.

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o The Board is further of the opinion that the
economic potential of TTI represents a greater
opportunity for growth, profitability and
shareholder value than we can realize
independently. This opinion is based upon (i) Our
inability to adequately grow under our current
business model; (ii) A belief that TTI has
constructed a sufficiently capitalized business
model for a successful and profitable resource
company; and (iii) A determination that the
multiples for public resource stocks is
significantly in excess of the multiples for
companies in our current industry to the benefit
of our shareholders.
(See Section III, Item D)

D. CONSIDERATION OFFERED TO
SECURITY HOLDERS

o TTI shareholders who own shares at the date of
the signing of the POR on November 29, 2000,
will receive 3,757.84 shares of DPCI stock for
each TTI share owned, or they may exercise
dissenter's rights under Nevada law and receive
the fair cash value for their TTI shares.
(See Section III, Item H)

E. VOTE REQUIRED FOR
APPROVAL OF TRANSACTION

o Nevada Rev. Stat. Ann. Section 78.565 provides
that the actions of a corporation may be approved
upon such terms and conditions as its board
of directors may deem expedient and for the
best interests of the corporation when authorized
by a vote of the holders of a majority of the
stock. Section 78.320 of the Nevada law permits
stockholders to approve such an action by written
consent without the necessity of a share-
holders meeting. Both approvals have been made.
(See Section IV, Item B)

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F. FEDERAL TAX CONSEQUENCES
OF THE TRANSACTION

o The transaction between TTI and DPCI appears to
meet the Internal Revenue Code requirements for
a tax free reorganization. The transaction is
considered to be a forward merger in which
there is no gain or loss recognized for the
parties. In addition, there should be no taxable
gain for our shareholders, but each shareholder
should rely upon independent tax advice.
(See Section III, Item G)

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

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DP CHARTERS INC.
34700 Pacific Coast Hwy, Suite 303
Capistrano Beach, CA 92624

INFORMATION STATEMENT PURSUANT TO
SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND
RULE 14C PROMULGATED THERETO

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE NOT REQUESTED TO SEND US A PROXY.

III. THE PLAN OF REORGANIZATION

A. BACKGROUND OF THE OFFER AND THE PLAN OF REORGANIZATION

Over the course of the first part of the year 2000 we were approached by
representations of two private companies ("Group 1" and "Group 2") that
expressed an interest in a business combination with our company. Both of these
groups required that we keep our discussions confidential. We were open to
these discussions because our efforts to raise funds in a private placement were
not proceeding as quickly as we had expected.

Group 1 with whom we met had an interest in a business combination with our
company but at the time our registration statement had not cleared comments.
Because of our delay in getting our Registration Statement cleared of comments,
discussions were broken off. We never received a written offer from them for
consideration.

Group 2 proposed a business combination with a private company that operated in
the natural resource industry. The business combination also involved several
other related businesses involved in marketing products to consumers. A private
geological company had previously acquired a substantial interest in this
private company.

Our initial discussions with Group 2 again involved their company going public
and eventually completing a registration statement. The discussions then
evolved to the concept of doing what is known as a "reverse merger". The
discussions were such that we would issue to the shareholders of Group 2's
private company enough stock that they would own approximately 50% of our
company. There were discussions that this ownership split might be adjusted
slightly based upon our relative performance with the private company.

Our management team was familiar with the management and operations of Group 2's
private company. We were seriously evaluating the advantages of this business
combination but had concerns as to the relative valuations of our two companies.
We also had concerns as to several post-combination management issues.

About the time we were considering signing an agreement with Group 2's private
company in early June of this year, our executive management had a meeting with

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George Hennessey, a former business associate of theirs in several mining
ventures a couple of years earlier.

During the course of this meeting, we learned that one of Mr. Hennessey's
business associates had been involved in developing several tools that aid in
the exploration of oil and gas. This associate, Mr. Jerry Witte of San Antonio,
Texas, had previously been a senior manager for Sonat, a large regional oil and
gas concern located in Houston, Texas. Specifically, Mr. Witte was responsible
for investigating alternate methods of locating hydrocarbon deposits. He also
was involved in the development of certain technologies that utilized radio and
microwaves used to detect hydrocarbon emissions.

Mr. Hennessey indicated to us that he and Mr. Witte, along with an associate of
Mr. Witte's, wished to incorporate several of these technologies to create a
global resource company whose primary function was the exploration of oil and
gas. Mr. Hennessey went on to indicate that by utilizing these technologies in
unison, the success rate of locating commercially viable oil and gas deposits
could exceed 50%. The industry average for success is approximately 20%. These
ideas combined with the fact that oil and gas prices are very favorable at this
time, made us want to pursue this opportunity in more detail. We subsequently
began to perform some basic due diligence on the macro-economics of the energy
industry and the likelihood of commodity prices sustaining these price levels.
Based on our research, they are expected to remain at or near for these levels
for the foreseeable future.

The primary location technology developed by Mr. Witte is Magno-Tellurics.
Magno-Tellurics is based on identifying and quantifying telluric readings
generated underground. Similar to radio waves, this tool will increase success
rates by more accurately determining depth of deposits, both in size and
distance to surface. While this tool still requires further development as a
stand-alone exploration tool, its current status allows for integration with
other technologies, the combination of which will greatly enhances successful
exploration probabilities.

In the course of the meeting at DPCI's offices, Mr. Hennessey discussed TTI's
business plan. It was TTI's vision to create a developmental resource company
engaged in oil and gas exploration. Based on its exclusive worldwide licenses
to certain technologies, it is believed that TTI can increase the commercial
success of exploratory drilling for oil and gas from the industry standard of
20%, to over a 50% success rate. We believe that these technologies could
significantly reduce the risk associated with oil and gas exploration, thereby
creating great economic potential for our shareholders.

As our meeting with Mr. Hennessey concluded, he indicated that Mr. Witte would
forward a copy of TTI's business plan so that we may begin a more comprehensive
due diligence process. Within a short time frame, we received a copy of TTI's
business plan and began to investigate some of its claims and reviewed in detail
is forecasts for financial performance. Based on the current pricing of the
industries commodities, the cash flow generated from its first five projects
could yield in excess of $35 million over a five-year period. The initial
capital required to enter into the first five projects is estimated at $1.25
million. Obviously, we were very intrigued by these performance numbers and
decided that it would warrant further consideration, including sending our
analyst to Texas to meet Mr. Witte while concurrently performing background
checks on the TTI's principals.

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After we learned more about specifics of the technologies that would be used,
particularly with respect to the previous field tests and results, we became
interested in securing a long-term business relationship with TTI, and asked
that they hold off making any commitments for a business combination with other
parties. Mr. Hennessey expressed to our management team that he believed the
business combination of our two entities would be able to facilitate fund
raising efforts and ultimately result in enhanced value for both company's
shareholders.

TTI has experienced some difficulty in raising funds for their private entity
and therefore the reason that they would consider this reverse acquisition is to
enhance their ability to raise capital in a public market and the realization of
their respective values in their company. We have committed to raising not less
than $1.25 million through a private placement once the POR has been executed.
Based on current market conditions, we have not yet committed to the price of
said placement nor what percentage of total equity it would represent, however,
we are optimistic that we will be able to achieve this goal. Please note that
this fund raising is not a condition precedent to closing.

Within two days of this meeting, we prepared a non-binding letter of intent
whereby we would acquire TTI as a wholly owned subsidiary of DPCI. This letter
of intent was subject to the continuation of mutually satisfactory due diligence
examinations.

Upon completion of these meetings our general legal counsel prepared a
Definitive Plan of Reorganization and Acquisition ("POR"). A copy of the POR is
attached as Annex "A" that was executed by facsimile copy on November 29, 2000.

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B. PARTIES TO THE AGREEMENT AND PLAN OF REORGANIZATION

DP Charters, Inc. ("DPCI")
Additional information about our company can be found in our annual report
filed on Form 10-KSB-A4 and our interim report for the period ending September
30, 2000 filed on Form 10-QSB. These reports are attached as Annex B and Annex C
respectively. Additional information on DPCI can be found in its public filings
that can be accessed electronically by means of the SEC's home page on the
Internet at http://www.sec.gov or at other Internet sites such as
http://www.freeedgar.com, as well as by such other means from the offices of the
SEC as detailed herein with respect to DPCI's public filings.

TriLucent Technologies, Inc.("TTI")
TTI is private Nevada corporation formed on February 10, 2000. Its
shareholders are Jerry Witte and George Hennessey, who own 6,000 shares and
4,200 shares, respectively. These shares were issued for services rendered and
other considerations. TTI owns licensing rights and data bases. TTI has
approximately $85,000 in liabilities.

C. MERGERS, CONSOLIDATION, ACQUISITIONS AND SIMILAR MATTERS
- MATERIAL TERMS OF AGREEMENT AND PLAN OF REORGANIZATION

The Plan of Reorganization and Acquisition ("POR") among TTI and the
stockholders of DPCI, attached hereto as Annex A, is the governing document for
this transaction. To understand this transaction completely the POR should be
read in its entirety. Information about DPCI is provided in its annual report
for 1999 filed on Form 10-KSBA and in its Form 10-QSB for the period through
July 28, 2000, copies of which are attached as Annex C and Annex D respectively.

1. EXECUTIVE OFFICES OF PARTIES

DP CHARTERS executive offices are at 34700 Pacific Coast Highway Suite 303,
Capistrano Beach, CA 92624, telephone 949-248-9561, and fax 949-248-1688.

TTI'S executive offices are located at 825 South St. Mary's, San Antonio,
TX 78205, and telephone is 210-444-2795

2. ABOUT DPCI'S BUSINESS

Headquartered in Capistrano Beach, CA, DP Charters, Inc., known as DPCI, is
a publicly listed company traded on the over-the-counter bulletin board market
(OTCBB:DPCH). Our current business is to provide charter yacht services from
Dana Point Harbor in California and to provide worldwide scuba tours.

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TRILUCENT TECHNOLOGIES, INC.

TriLucent Technologies, Inc., is a private Nevada company that was formed
on July 28, 2000. TTI is a developmental resource company engaged in oil and gas
exploration. TTI has an exclusive, worldwide license to certain technologies
that can increase the chance of commercial success of exploratory drilling for
oil and gas from an industry standard of 20% to over a 50% success rate. These
technologies can significantly reduce the risk associated with oil and gas
exploration thereby creating great economic potential for its shareholders. The
centerpiece of the Company's technology, Magno-Tellurics is based on identifying
and quantifying telluric readings generated underground. Similar to radio
waves, this tool will increase success rates by more accurately determining
depth of deposits, both in size and distance to surface. All of the Company's
technologies have been verified in several blind field tests over proprietary 3D
seismic surveys and proven by drilling to be at least 50% correct in identifying
oil and gas anomalies directly over fields. These technologies can identify
hydrocarbons over shallow or deep fields regardless of whether they are gas or
oil. Gas fields with an aerial extent as small as 150 acres have been identified
at a depth more than 15,000 ft below the surface. Over 6 million acres of
prospected acreage has been investigated with this technology in the US. The
company has used its technology to identify large parcels of un-drilled oil and
gas fields.

3. SUMMARY OF TRANSACTION

a. Terms of Transaction.

At least twenty days after the mailing of this information statement to our
shareholders, 38,330,000 new investment shares of DPCI common stock will be
issued to the shareholders of TTI such that for each share of TTI stock owned
they will receive 3757.84 shares of DPCI common stock. DPCI will continue the
business operations of TTI as a wholly owned subsidiary of DPCI. The share
ownership of TTI prior to this transfer will be as follows:

-----------------------------------------------
| Jerry Witte 6,000 |
| George Hennessey 4,200 |
| ----- |
| TOTAL 10,200 |
-----------------------------------------------

Details of the POR are set forth in Section E that follows. The following is a
summary of the key provisions of this transaction:

- DPCI has agreed to provide funding of up to $1,250,000 to TTI, subsequent
to closing and not a condition precedent thereto, and pursuant to a budget
mutually agreed upon by both parties.

- Jerry Witte and George Hennessey will be elected to the Board of Directors
of DPCI.

- Jerry Witte and George Hennessey will have three-year employment
agreements with TTI and DPCI.

- There shall be no reverse split of DPCI's stock for at least eighteen
months after the closing.

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In connection with this transaction our name will be changed to TriLucent
Technologies Corp., or a substantially similar name.

TTI shareholders will receive 3,757.84 shares of DPCI stock for each share of
TTI stock owned on the record date of November 29, 2000.

D. RECOMMENDATION AND REASONS OF THE DP CHARTERS BOARD FOR ENGAGING IN THE
TRANSACTION.

The Board has approved the adoption of the POR and recommended it for
approval by majority consent of shareholders for the following reasons.

1. POTENTIAL FOR STOCK GROWTH

The Board of Directors of DPCI believes that its stockholders can realize
more growth in DPCI stock post this business combination than could be realized
without this combination. The stock prices and market capitalization or "market
cap" (number of shares issued and outstanding multiplied by the market price of
the shares) for public companies that are considered global resource companies
such as TTI are significantly higher than private companies that are engaged in
our current industry.

It is the belief of our Board that the market support for DPCI stock will
increase subsequent to the business combination, which will in turn facilitate a
more orderly and less volatile trading market.

Although it is not a certainty, our Board believes that all of these factors
combined provide the potential for our shareholders to realize more growth as
post merger DPCI shareholders than will be experienced currently as DPCI
shareholders. And while there is virtually no market for the sale of DPCI
shares, now it is our belief that a significant market for the trading of our
shares will develop as the managers DPCI/TTI begin to execute their business
plan.

2. LACK OF CAPITAL FOR GROWTH

Our potential for profitability and growth is limited by our dependence on
outside capital. The primary needs for TTI's capital have been for working
capital, participation in working interests and lease acquisition. Currently,
the TTI has funded its operations from loans obtained form third-party
investors. The operational strategy for TTI is to provide services to
exploration companies for an interest in wells that are subsequently drilled,
primarily from data generated by TTI. Based on current contracts, this
percentage interest in wells drilled, known in the industry as a "working
interest," can range from 20% to 30%.

Based on current budget analyses, TTI expects to incur a monthly operating
expense of approximately $75,000. We expect to be able to work or "shoot" two
to three prospects per month, and the previous monthly operational expense
reflects this amount of work. Therefore, given our expectations of successful
well completions, based on our field tests, we should begin to generate working

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interest revenue within three to four months.

We believe that providing TTI with $1.25 million, secured through a subsequent
private placement, will be adequate to fund their operations until a revenue
stream can be established through its participation in various working
interests. Based on discussions with various investor groups, we feel very
optimistic in being able to secure this level of financing within a 30 to 60 day
period. Our confidence in being able to raise private funds for a public entity
is due primarily to the fact that TTI is in the natural resource/energy
business, a sector that has enjoyed a significant increase in pricing over the
last twelve months, and whose respective companies have experienced a
substantial increase in earnings and, correspondingly, market capitalization.
Based on our due diligence, which is performed in part through the various
publicly-available energy analysts, we feel that pricing for oil and natural gas
should remain in the $30 and $5 ranges, per barrel and per MMCF, respectively,
for the duration of 2001 and beyond. Inventory supplies and production rates
have reversed their respective trends and the statistics on their relative ratio
to one another appear to indicate that commodity pricing will remain consistent
in the short and medium runs.

We believe that the 18 months of start-up and operating capital will be
sufficient for the TTI to execute the strategies enumerated in its business plan
and establish an ongoing and increasing revenue stream.

E. MATERIAL TERMS OF AGREEMENT AND PLAN OF REORGANIZATION

1. BASIC TRANSACTION.

a. The Reorganization and Acquisition.

DPCI and the TTI are hereby reorganized, such that DPCI shall acquire all the
capital stock of the TTI with all of its current assets, liabilities and
businesses, and TTI shall become a wholly owned subsidiary of DPCI. DPCI shall
change its corporate name to TriLucent Technologies, Corp., or a substantially
similar name.

Effective Date: This Plan of Reorganization and Acquisition shall become
effective immediately upon approval and adoption by the parties hereto, in the
manner provided by the law of the places of incorporation and constituent
corporate documents, and the time of such effectiveness shall be called the
effective date hereof.

Contemporaneously with the effectuation of the POR, 38,330,000 shares of DPCI
stock will be issued to the shareholders of TTI. This transaction shall be
subject to shareholder approval by both DPCI and TTI shareholders. Subject to
the terms and conditions of this Agreement, at the effectuation of the POR
(which shall be at least 20 days after the first mailing of this Information
Statement to Shareholders of DPCI), the TTI stockholders shall surrender to DPCI
all of the TTI shares representing 100% of the ownership interest in TTI in
exchange for 38,330,000 DPCI shares in a stock-for-stock, tax-free acquisitive

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reorganization of TTI by the DPCI pursuant to Code 368(a)(1)(B) and (C). TTI
shall distribute its pro-rata amount of the DPCI shares, that are received to
its shareholders pursuant to the acquisition of by DPCI on a pro-rata basis to
their ownership interest in TTI at the record date of November 29, 2000, on a
fully diluted basis pursuant to Code 354, 355 or 356.

b. Loan Prior to Closing.

The Tiburon Group a private third party investor, funded to TTI on various dates
throughout the second-half of fiscal 2000, a loan in the aggregate principal
amount of $85,000.00, pursuant to the terms of a secured promissory note and a
security agreement. This obligation shall remain enforceable against TTI as per
its terms.

2. CONDITIONS PRECEDENT TO REORGANIZATION

a. The Boards of Directors.

The Board of Directors of both Corporations respectively shall have
determined that it is advisable and in the best interests of each of them and
both of them to proceed with the acquisition by DPCI, in accordance with IRS
361(a) and 368(a). These U.S. tax provisions provide that no gain or loss be
recognized from a statutory merger of two corporations.

b. The Shareholders of DPCI.

The Shareholders of DPCI shall have approved the acquisition and this
agreement and each shall have been approved and adopted by the Board of
Directors of DPCI in a manner consistent with the laws of its Jurisdiction and
its constituent documents.

c. The Shareholders of TTI

The Shareholders of TTI shall have approved the acquisition and this
agreement, and each shall have been approved and adopted by the Board of
Directors of TTI in a manner consistent with the laws of its Jurisdiction and
its constituent documents.

d. Effective Date:

The POR shall become effective on a date designated hereinafter as the
"Closing Date"; provided that the following conditions precedent shall have been
met, or waived in writing by the parties:

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(i) On or prior to the Closing, DPCI shall have completed a 1:5 forward
split of its common stock and shall have accepted the cancellation of 19,990,000
affiliate shares, such that DPCI shall have no more than 38,330,000 (post-split)
shares of common stock issued and outstanding at Closing; provided that this
figure be subject to upward adjustment for the provision that no shareholder
having less than 100 shares, if any, shall not be reduced further, and no
shareholder having 100 shares or more shall be reduced below 100 shares.

(ii) DPCI shall have substantially no assets and no liabilities at the time
of Closing, except for expenses in connection with this transaction not to
exceed $150,000.

(iii) Each party shall have furnished to the other party all corporate and
financial information which is customary and reasonable, to conduct its
respective due diligence, normal for this kind of transaction. If either
party determines that there is a reason not to complete the POR as a result of
their due diligence examination, then they must give written notice to the other
party prior to the expiration of the due diligence examination period. The Due
Diligence period, for purposes of this paragraph, shall expire on a date
determined by the parties, which shall be no later than sixty (60) days after
the Effective Date;

(iv) The POR shall have been approved by the holders of more than one-half
of the common shares of TTI and DPCI;

(v) The rights of all dissenting shareholders, if any, of each party shall
have been satisfied and the Board of Directors of each party shall have
determined to proceed with the POR;

(vi) All of the terms, covenants and conditions of the POR to be complied
with or performed by each party for Closing shall have been complied with,
performed or waived in writing; and

(vii) The representations and warranties of the parties, contained in the
POR, except as amended, altered or waived by the parties in writing, shall be
true and correct in all material respects at the Closing Date with the same
force and effect as if such representations and warranties are made at and as of
such time; and each party shall provide the other with a corporate certificate,
of a director of each party, dated the Closing Date, to the effect, that all
conditions precedent have been met, and that all representations and warranties
of such party are true and correct as of that date. The form and substance of
each party's certification shall be in form reasonably satisfactory to the
other.

16
<PAGE>

3. TERMINATION OF POR.

The POR may be terminated at any time prior to closing, whether before or after
approval by the shareholders of TTI;

a. By mutual consent of DPCI and TTI; or

b. By either party if the other is unable to meet the specific
conditions precedent applicable to its performance within a reasonable time.

In the event the POR is terminated by either DPCI or TTI, as provided above, the
POR shall forthwith become void and there shall be no liability on the part of
either DPCI or TTI or their respective officers and directors.

4. OTHER CONDITIONS OF ACQUISITION.

a. TriLucent's liabilities will not exceed $150,000 at Closing;

b. TriLucent shall own all of the assets it currently owns, except as
may be sold or transferred in the ordinary course of business;

c. Employment agreements will be in place for all key employees of
TriLucent;

d. Subject to the Closing of the transaction the present directors of
DPCI shall resign and the following nominees of TriLucent shall be
elected to serve in their stead: Jerry Witte and George Hennessey.

e. There shall be no reverse split of the stock of DPCI for a period of
12 months from the date of closing the transaction;

5. SUPPLEMENTAL POST-CLOSING AGREEMENTS

a. DPCI agrees to work with investment bankers and TTI to develop budgets on
an ongoing basis and to provide TTI with up to $1,250,000.

b. Each of the three executives of the TTI will be treated fairly relative
to DPCI's other executives at the comparable level of employment with
respect to salaries, benefits and stock options.

6. EMPLOYMENT AGREEMENTS. Upon closing of the POR, DPCI will execute
employment agreements with Jerry Witte and George Hennessey.

17
<PAGE>

7. CONVERSION OF TTI SHARES.

At Closing, DPCI shall issue and deliver three stock certificates
representing a total of 38,330,000 new investment shares of its common stock (or
such other number as is equal to the total number of shares issued and
outstanding at Closing pursuant to Paragraph III.D.3 above) to or for the
shareholders of TTI, based on a pro-rata allocation of its 10,200 outstanding
shares. The new shares issued to the shareholders of TTI will be restricted
securities for a period of not less than twelve (12) months; provided that the
holders of such shares shall be entitled to cause DPCI to include such shares in
any registration statement filed with a state or federal securities commission
("Piggyback Registration Rights").

At the closing each of the 10,200 TTI shares shall be exchanged for
approximately 3,757.84 DPCI Shares (the "Conversion Ratio"). The Conversion
------------------
Ratio shall also be subject to equitable adjustment in the event of any stock
split, stock dividend, reverse stock split, or other change in the number of TTI
Shares outstanding.

F. REGULATORY APPROVALS REQUIRED

No Federal or State Regulatory requirements must be complied with expect
for compliance with the Federal Proxy Rules of the Securities Exchange Act of
1934. Approval must be obtained from the shareholders of DP Charters that own a
majority of the outstanding shares under Nevada Law.

G. FEDERAL TAX CONSEQUENCES OF THE TRANSACTION

Internal Revenue Code (IRC) sections 351 and 368 states that no gain or
loss shall be recognized (by the corporations) if the acquiring corporation
acquires the target's stock solely in exchange for its own voting stock and the
acquiring corporation is in control of the target immediately after the
acquisition. IRC section 368(c) defines control to represent 80% of the total
combined voting power of all classes of stock. The acquisition of TTI's assets
into DPCI in exchange for stock is considered to be a forward merger in which
DPCI will acquire control of TTI. The shares issued by DPCI to be distributed
to the TTI stockholders will be equivalent voting shares. The POR appears to
satisfy these IRC sections.

In addition to the formal requirements of the Code, the transaction must
meet certain substantive non-statutory requirements developed through case law
and IRS regulations. These non-statutory rules may change what is in form a
reorganization into a taxable transaction. These two requirements are
Continuity of Interest and Continuity of Business Enterprise. The Continuity of
Interest requires that a substantial part of the value of the proprietary
interest in the target must be preserved. Again the POR appears to satisfy this
requirement. The Continuity of Business Enterprise requires the acquiring
corporation to continue to use the target's historic business or a significant
portion of the target's historic business assets in the business. DPCI will
preserve TTI's business or continue to use their assets in the wholly-owned DPCI
subsidiary.

18
<PAGE>

The shareholders of TTI will receive no other consideration than shares of
DPCI stock. Based upon this assumption the transaction will not be taxable to
the shareholders. Any other transaction entered into between any of the
shareholders or debtors of DPCI with TTI or its shareholders, if determined to
be part of the exchange, may disqualify the nontaxable status of the exchange.

H. CONSIDERATION OFFERED TO SECURITY HOLDERS

TTI shareholders who own shares at the record date of November 29, 2000,
will receive 3,757.84 shares of DPCI stock for each TTI share owned, or they may
exercise dissenter's rights under Nevada law and receive the fair cash value for
their TTI shares. The ratio of DPCI shares that are being distributed to TTI
shareholders has been calculated by dividing the 38,330,000 million shares
received from DPCI for the acquisition of TTI by 10,200, which is the number of
shares issued and outstanding for TTI.

THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK

19
<PAGE>

IV. GENERAL INFORMATION

This Information Statement is furnished by our Board of Directors in
connection with the following actions taken by written consent of holders of a
majority of the outstanding shares of our common stock entitled to vote on the
actions:

1. To acquire all of the issued and outstanding shares or stock of TriLucent
Technologies, Inc. ("TTI"), as a wholly owned subsidiary in exchange for the
issuance of 38,330,000 new investment shares of our common stock, subject to
satisfaction of the terms and conditions set forth in the attached Agreement and
Plan of Reorganization (see Annex A of Information Statement).
2. To change our corporate name to TriLucent Technologies Corp., or a
substantially similar name.
3. To elect Jerry Witte and George Hennessey to serve as our board of
directors until our next annual meeting.
4. To ratify the appointment and continuation of Chisholm & Associates as
our auditors.

A. DATE, TIME AND PLACE INFORMATION

There WILL NOT be a meeting of shareholders and none is required under
Nevada General Corporation Law when an action has been approved by written
consent by holders of a majority of the outstanding shares of our common stock.

This information statement is first being mailed on or about December 27, 2000
to the holders of Common Stock as of the Record Date, November 29, 2000. Under
Federal law the record date was determined as the date that the first public
announcement was made of the Plan of Reorganization and Acquisition.

PLEASE READ THE ENTIRE DOCUMENT. Further information is available by
request or can be accessed on the Internet. DP Charters is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files annual and quarterly
reports, proxy statements and other information with the Securities Exchange
Commission (the "SEC"). Reports, proxy statements and other information filed by
DP Charters, Inc. can be accessed electronically by means of the SEC's home page
on the Internet at http://www.sec.gov or at other Internet sites such as
http://www.freeedgar.com. You can read and copy any materials that we file with
the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549; the SEC's regional offices located at Seven World Trade
Center, New York New York, 10048, and at 500 West Madison Street, Chicago,
Illinois 60661. You can obtain information about the operation of the SEC's
Public Reference Room by calling the SEC at 1-800-SEC-0330. A copy of any
public filing is also available, at no charge, by contacting our legal counsel,
Karl Rodriguez, at 949-248-9561.

This acquisition of TTI is described in more detail under the section
entitled "Annex A The Plan of Reorganization and Acquisition". If these

20
<PAGE>

conditions are satisfied, then under Federal law this transfer will not be
effective until at least 20 days after this information statement was mailed to
you.

B. DISSENTERS' RIGHTS

Under the Nevada law, our shareholders do not have dissenters' rights in
connection with any of the actions that were approved as provided in this
Information Statement.

C. VOTING SECURITIES

DPCI presently has only one class of voting stock outstanding, namely its
common stock. This Company's Common Voting Stock of par value $0.001 per share,
of which 100,000,000 shares are authorized and 27,656,000 shares were issued and
outstanding as of the Record Date, November 29, 2000. Each outstanding share is
entitled to one vote. Only shareholders of record at the close of business on
the Record Date are entitled to notice.

Nevada Rev. Stat. Ann. Section 78.565 provides that the sale of all of the
assets of a corporation may be approved upon such terms and conditions as its
board of directors may deem expedient and for the best interests of the
corporation when authorized by a vote of the holders of a majority of the stock.
Section 78.320 of the Nevada law permits stockholders to approve such an action
by written consent without the necessity of a shareholders meeting. Both
approvals have been made.

D. STOCK OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

1. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of the
company's knowledge and belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by the Company, to be the beneficial owner or owners of more than five percent
of any voting class of our common stock. More than one person, entity or group
could be beneficially interested in the same securities, so that the total of
all percentages may accordingly exceed one hundred percent of some or any
classes. Please refer to explanatory notes if any, for clarification or
additional information. We only have one class of stock namely Common Stock.

2. SECURITY OWNERSHIP OF MANAGEMENT. To the best of our knowledge and belief
the following disclosure presents the total beneficial security ownership of all
Directors and Nominees, naming them, and by all Officers and Directors as a
group, without naming them, known to or discoverable by the company. More than
one person, entity or group could be beneficially interested in the same
securities, so that the total of all percentages may accordingly exceed one
hundred percent of some or any classes. Please refer to explanatory notes if
any, for clarification or additional information.

Please see the following table for the Officer and Directors and Owners of 5% or
more.

21
<PAGE>

OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
(AS OF THE RECORD DATE OF NOVEMBER 29, 2000)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Name and Address of Beneficial Owner. . . Actual % Attributed %
Shares Shares
Owned Owned
------------------------------------------------------------------------------------
J. Dan Sifford, Jr. (1). . . . . . . . . . 2,500,000 9.04 20,000,000 72.32
62 Bay Heights Drive
Miami, Florida 33133
------------------------------------------------------------------------------------
Kirt W. James (1). . . . . . . . . . . . . 2,500,000 9.04 20,000,000 72.32
24843 Del Prado #318
Dana Point CA 92629
------------------------------------------------------------------------------------
Jerry Witte Director Nominee(3). . . . . . 0 0.00 0 0
717 E Guenther
San Antonio, Tx 78210
------------------------------------------------------------------------------------
George Hennessey Director Nominee(3). . . 0 0.00 0 0
946 Orleans Road #G1
Charleston, SC 29407
------------------------------------------------------------------------------------
All Officers and Directors as a Group. . . 5,000,000 18.08 20,000,000 72.32
------------------------------------------------------------------------------------
Laurencio Jaen O. (2). . . . . . . . . . . 0 0.00 20,000,000 72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Teodoro F. Franco L. (2) . . . . . . . . . 0 0.00 20,000,000 72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Leopoldo Kennion G (2) . . . . . . . . . . 0 0.00 20,000,000 72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Intrepid International S.A. (1) (2). . . . 15,000,000 54.24 20,000,000 72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Total "Other 5% Owners" of the Registrant. 15,000,000 54.24 20,000,000 72.32
------------------------------------------------------------------------------------
Total Shares Issued and Outstanding. . . . 27,656,000 100.00 27,656,000 100.00
------------------------------------------------------------------------------------
</TABLE>

(1) The Officers and Directors of this Registrant are affiliates of the
Principal Shareholder. For this reason the attribution of all shares to each is
shown in the table. The shares listed as issued to them are in fact issued to
them, as individuals, and are beneficially owned by them as indicated.

(2) The Ownership of the 15,000,000 is held by Intrepid International as a
corporate asset and is not the personal asset of any of its Officers, Directors
or shareholders. These Officers, Directors and Shareholders of the Panamanian
Principal shareholders are the same three persons. Their names and percentage of
ownership are Laurencio Ja n O. (50%), Teodoro F. Franco L. (50%), Leopoldo
Kennion G. (0%). Please see Item 7 of this Part, Certain Relationships and
Related Transactions for further information.

(1) (2) Each of the shareholders shown in the foregoing table have sole
voting power with respect to their actual legal ownership, Mr. James, Mr.
Sifford, and the Panama Corporation. There are no legal or contractual
arrangements which require these affiliates to act in concert with respect to
their share ownership.

22
<PAGE>

(3) The Director nominees are currently officers of TTI and own the
following TTI shares of common stock: Jerry Witte owns 6,000 shares (58.82%) and
George Hennessey owns 4,200 shares (41.18%).

3. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file reports of
ownership of, and transactions in, the Company's securities with the Securities
and Exchange Commission. Such directors, executive officers and 10% stockholders
are also required to furnish the Company with copies of all Section 16(a) forms
they file.

To our knowledge, the following table sets forth the directors, executive
officers and beneficial owners of more than 10% of any class of the Company's
equity securities registered pursuant to Section 12 of the Exchange Act that
failed to file on a timely basis:

Individual . . . . . . No. of Late Reports No. of Transactions
not reported
----------------------------------------------------------------
Kirt W. James. . . . . 1 0
---------------------- ------------------- -------------------
J. Dan Sifford Jr. . . 1 0
---------------------- ------------------- -------------------
Intrepid International 1 0
---------------------- ------------------- -------------------

E. DIRECTORS AND EXECUTIVE OFFICERS

By majority consent, proposal 3 was approved for the election of the board
of directors of DPCI; Jerry Witte and George Hennessey, to serve until the next
meeting of shareholders. Kirt W. James and J. Dan Sifford are the current
Directors of DP Charters, having taken office from the inception of the
Registrant, and shall serve until their successors are elected or appointed. The
business experience and biographies of the Director nominees are as follows:

JERRY D. WITTE, age 48, has over twenty years experience in the oil and gas
exploration industry. Currently he is the President, of FEI exploration, an oil
and gas exploration company generating prospect using RRTs technologies in
conjunction with traditional exploration tools. From 1998 to 1999 he acted as
the Vice President of Exploration for Power Exploration, a start up company
focusing on using risk reduction technologies as recon exploration tools and
then confirming with traditional exploration technologies. As VP of Exploration
he conducted research into the science and patents behind risk reduction tools.

From 1985 to 1998 Mr. Witte held the following positions with Sonat Exploration:
From 1997 to 1998 he held the position of Manager of Earth Science Applications
which focused on reducing cost, making better business decision and reducing
risk of exploration achieved by using computers and new technologies. From 1993
to 1996 he held the position of Manager of Corporate Exploration Planning and
Special Projects which concentrated on workflow and exploration strategy
analysis, budgeting, short and long-term economic forecast, presentation of
technical sciences and company data to Directors and NY stock analysis
community. From 1988 to 1992 he held the position of Manager of Acquisition
Evaluations where he was responsible for property acquisition for Sonat's
initial phase of acquisition and field development, over $300 million dollars
spent while more than doubling the companies reserve base. 300 development wells

23
<PAGE>

drilled with 90% success. And from 1986 to 1988 he was the District Geologist
responsible for field mapping for additional development.

From 1982 to 1985 Mr. Witte worked for Gulf Oil as a Development and Enhanced
Recovery Geologist. Detailed reservoir mapping of highly faulted oil fields for
additional development opportunities. Last well drilled found 90 ft of new pay
in center of a field with over 500 wells. From 1982 to 1979 he was a Geologist
for Reservoirs Inc., where he used Scanning Electron Microscope & X-Ray
diffraction, identify the minerals that were hindering production. He also
determined completion or remedial workover solutions that would reverse or
control this problem.

GEORGE D. HENNESSEY, age 65, earned his B.S. in Geology at Arizona State
University in 1960 and had a post-graduate education at Brigham Young University
in the area of Accounting and Business Management. Since 1977, Mr. Hennessey
has been a consultant for Major Mining Companies, Private Corporations,
Investment Groups and Individuals, relative to mineral exploration, mineral
property evaluations, acquisitions, and dispositions. These undertakings were
primarily for lode and placer occurrences of precious metals and industrial
minerals both domestically and overseas. Some of the clients include: Bear Creek
Mining Company (Kennecott), ASARCO, US Borax & Chemical Corp, Pegasus Gold
Corporation, Lexham Sea, Ltd., Columbia International Corporation, Christensen
Diamond Products, Alliance Nuclear Corporation, and Sandpiper Corporation. Mr.
Hennessey made numerous contributions to the industry. He discovered the Montoro
silver/copper deposit in NW Montana. As a consultant, introduced US Borax to
this find. In turn the property was staked, drilled and partially defined. To
date, it is recognized as the largest silver ore reserve in the world, currently
being developed by a major Canadian Mining Company. He discovered, developed and
mined a small uranium deposit in SE Utah, selling direct shipping ore to Atlas
Minerals. He developed, mined, processed and sold concentrates from a small
tungsten deposit in Western Montana. He has also been instrumental in compiling
data, making property presentations and assisting in negotiations relative to
the Kennecott/ASARCO joint venture on the Spar Lake Mine. Efforts culminated in
a successful agreement, ultimate development and production from the nation's
premier silver producing mine.

F. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

24
<PAGE>

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Awards Payouts
-------------------------------------------------------------------------------------------------------------
a . b c d e f g h i
-------------------------------------------------------------------------------------------------------------
Securities
Name. . . . . . . . Other Restric- Under- All Other
And . . . . . . . . Annual ted lying Compen-
Principal . . . . . Compen- Stock Options LTIP sation
Position. . . . . . Salary Bonus Sation ($) Awards SARs (#) Payouts ($)
Year ($) ($) ($) ($)
-------------------------------------------------------------------------------------------------------------
Kirt W. James . . . 1999 0 0 0 0 0 0 0
President . . . . . 1998 0 0 0 0 0 0 0
1997 0 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------------------
J. Dan Sifford, Jr. 1999 0 0 0 0 0 0 0
Secretary/. . . . . 1998 0 0 0 0 0 0 0
Treasurer . . . . . 1997 0 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------------------
</TABLE>

OUTSTANDING STOCK OPTIONS

The Company has no outstanding stock options or warrants.

25
<PAGE>

G. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

By majority shareholder consent, proposal number 4, the ratification of
Chisholm & Associates, LLC, as our auditors, has been approved. Chisholm &
Associates, LLC, prepared the audited financial statements for the fiscal years
ending December 31, 1999, and 1998. During the past two years there have been no
changes in, or disagreements with, accounts on accounting and/or financial
disclosure.

H. COMPENSATION PLAN

TriLucent Technologies, Inc. has Employment Agreements with Jerry
Witte and George Hennessey. When the POR, attached as Annex A, is effectuated
these officers will have executed employment agreements for a duration of three
years. The Summary Compensation Table on the following page is as of December
31, 2000.

PRO-FORMA COMPENSATION TABLE
AS PER PROPOSED EMPLOYMENT AGREEMENTS WITH OFFICERS OF TTI

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Awards Payouts
-------------------------------------------------------------------------------------------------------------
a . b c d e f g h i
-------------------------------------------------------------------------------------------------------------
Securities
Name. . . . . . . . Other Restric- Under- All Other
And . . . . . . . . Annual ted lying Compen-
Principal . . . . . Compen- Stock Options LTIP sation
Position. . . . . . Salary Bonus Sation ($) Awards SARs (#) Payouts ($)
Year ($) ($) ($) ($)
-------------------------------------------------------------------------------------------------------------
Jerry Witte 2000 50,000 0 0 0 0 0 0
CEO 2001 75,000 0 0 0 0 0 0
2002 90,000 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------------------
G. Hennessey 2000 50,000 0 0 0 0 0 0
VP 2001 75,000 0 0 0 0 0 0
2002 90,000 0 0 0 0 0 0
-------------------------------------------------------------------------------------------------------------
</TABLE>

I. AMENDMENTS OF CHARTER, BYLAWS OR OTHER DOCUMENTS

By majority shareholder consent, proposal number 2 has been approved such
that our Articles of Incorporation will be amended to change our corporate name
to TriLucent Technologies Corp., or a substantially similar name upon
effectuation of the Plan of Reorganization and Acquisition.

26
<PAGE>

SIGNATURES

By Order of the Board of Directors of
DP CHARTERS, INC.

December 27, 2000

/s/Kirt W. James /s/J. Dan Sifford, Jr.
Kirt W. James J. Dan Sifford, Jr.
President Secretary/Treasurer

27
<PAGE>

EXHIBITS INDEX

Page No.

Annex A. Plan of Reorganization and Acquisition 29

Annex B. 1999 Annual Report for DP Charters on Form 10-KSB-A4 37

Annex C. Sept. 30, 2000 Quarterly Report for DP Charters on Form 10-QSB 81

Annex D. Nov. 30, 2000 Unaudited Financial Statements for TTI 95

28
<PAGE>

--------------------------------------------------------------------------------
Annex A

PLAN OF REORGANIZATION AND ACQUISITION
--------------------------------------------------------------------------------

29
<PAGE>

PLAN OF REORGANIZATION AND ACQUISITION
BY WHICH

DP CHARTERS, INC.
(A NEVADA CORPORATION)
SHALL ACQUIRE
TTI TECHNOLOGIES INC.
(A NEVADA CORPORATION)

THIS PLAN OF REORGANIZATION AND ACQUISITION is made and dated this 29th Day
of November, 2000 by and between the above referenced corporations, and shall
become effective on the "Effective Date" as defined herein.

I. THE INTERESTED PARTIES

A. THE PARTIES TO THIS PLAN

1. DP CHARTERS, INC. ("DPCI"),

2. TTI TECHNOLOGIES INC. ("TTI"),

II. RECITALS

A. THE CAPITAL OF THE PARTIES:

1. THE CAPITAL OF DPCI consists of 100,000,000 shares of common voting
stock of $.001 par value authorized, of which 27,656,000 shares are issued and
outstanding of which no more than 38,330,000 common shares shall be issued and
outstanding as at the Closing contemplated herein and there are no other classes
of stock, options or warrants authorized or outstanding in DPCI.

2. THE CAPITAL OF TTI consists of 25,000 shares of common stock without
nominal or par value of which no more than 10,200 common shares shall be issued
and outstanding as at the Closing contemplated herein.

3. Each Corporation hereby represents and warrants that the Recitals of
this Section A of Part II, are true, correct and accurate.

30
<PAGE>

B. THE BACKGROUND FOR THE ACQUISITION: DPCI desires to acquire TTI and the
shareholders of TTI wish to be acquired by a public company. The parties desire
that the transaction be accomplished by the acquisition of TTI as a wholly owned
subsidiary of DPCI.

III. CONDITIONS PRECEDENT TO REORGANIZATION

A. THE BOARDS OF DIRECTORS of both Corporations respectively shall have
determined that it is advisable and in the best interests of each of them and
both of them to proceed with the acquisition by DPCI, in accordance with IRS
361(a) and 368(a). These U.S. tax provisions provide that no gain or loss be
recognized from a statutory merger of two corporations.

B. THE SHAREHOLDERS OF DPCI shall have approved the acquisition and this
agreement and each shall have been approved and adopted by the Board of
Directors of DPCI in a manner consistent with the laws of its Jurisdiction and
its constituent documents.

C. THE SHAREHOLDERS OF TTI shall have approved the acquisition and this
agreement, and each shall have been approved and adopted by the Board of
Directors of TTI in a manner consistent with the laws of its Jurisdiction and
its constituent documents.

D. EFFECTIVE DATE: This Plan of Reorganization shall become effective on a
date designated hereinafter as the "Closing Date"; provided that the following
conditions precedent shall have been met, or waived in writing by the parties:

1. On or prior to the Closing, DPCI shall have completed a 1:5 forward
split of its common stock and shall have accepted the cancellation of 19,990,000
affiliate shares, such that DPCI shall hav e no more than 38,330,000
(post-split) shares of common stock issued and outstanding at Closing; provided
that this figure be subject to upward adjustment for the provision that no
shareholder having less than 100 shares, if any, shall not be reduced further,
and no shareholder having 100 shares or more shall be reduced below 100 shares.

2. DPCI shall have substantially no assets and no liabilities at the time
of Closing, except for expenses in connection with this transaction not to
exceed $150,000.

3. Each party shall have furnished to the other party all corporate and
financial information which is customary and reasonable, to conduct its
respective due diligence, normal for this kind of transaction. If either
party determines that there is a reason not to complete this Plan of
Reorganization as a result of their due diligence examination, then they must
give written notice to the other party prior to the expiration of the due
diligence examination period. The Due Diligence period, for purposes of this
paragraph, shall expire on a date determined by the parties, which shall be no
later than sixty (60) days after the Effective Date;

4. This Plan of Reorganization and Acquisition shall have been approved by
the holders of more than one-half of the common shares of TTI and DPCI;

31
<PAGE>

5. The rights of all dissenting shareholders, if any, of each party shall
have been satisfied and the Board of Directors of each party shall have
determined to proceed with this Plan of Reorganization and Acquisition;

6. All of the terms, covenants and conditions of this Plan of
Reorganization and Acquisition to be complied with or performed by each party
for Closing shall have been complied with, performed or waived in writing; and

7. The representations and warranties of the parties, contained in this
Plan of Reorganization and Acquisition, as herein contemplated, except as
amended, altered or waived by the parties in writing, shall be true and correct
in all material respects at the Closing Date with the same force and effect as
if such representations and warranties are made at and as of such time; and each
party shall provide the other with a corporate certificate, of a director of
each party, dated the Closing Date, to the effect, that all conditions precedent
have been met, and that all representations and warranties of such party are
true and correct as of that date. The form and substance of each party's
certification shall be in form reasonably satisfactory to the other.

E. TERMINATION. This Plan of Reorganization and Acquisition may be
terminated at any time prior to closing, whether before or after approval by the
shareholders of TTI; (i) by mutual consent of DPCI and TTI; or (ii) by either
party if the other is unable to meet the specific conditions precedent
applicable to its performance within a reasonable time. In the event that
termination of this Plan of Reorganization and Acquisition by either DPCI or
TTI, as provided above, this Plan of Reorganization and Merger shall forthwith
become void and there shall be no liability on the part of either DPCI or TTI or
their respective officers and directors.

IV. PLAN OF ACQUISITION

A. REORGANIZATION AND ACQUISITION: DP Charters, Inc. and the TTI
Technologies Inc. are hereby reorganized, such that the DPCI shall acquire all
the capital stock of TTI Technologies Inc. with all of its current assets,
liabilities and businesses, and TTI Technologies Inc. shall become a wholly
owned subsidiary of DP Charters, Inc. DP Charters, Inc. shall change its
corporate name to TTI Technologies, Corp. or a substantially similar name.

B. SURVIVING CORPORATION: Both corporations shall survive the
Reorganization herein contemplated and shall continue to be governed by the laws
of its respective jurisdiction.

Rights of Dissenting Shareholders: DP Charters, Inc. is the entity
responsible for the rights of dissenting shareholders.

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a. Service of Process: DP Charters, Inc. may be served with process in any
proceeding for the enforcement of the rights of a dissenting shareholder, if
any, pursuant to any extent required by the laws of the State of Nevada.

b. Agent for Mailing Process: the person to whom process may be served
upon is Karl Rodriguez, Special Counsel, 34700 Pacific Coast Highway, Suite 303,
Capistrano Beach, CA 92624.

C. SURVIVING ARTICLES OF INCORPORATION: the Articles of Incorporation of
each Corporation shall remain in full force and effect, unchanged.

D. SURVIVING BY-LAWS: the By-Laws of each Corporation shall remain in full
force and effect, unchanged.

E. CONVERSION OF OUTSTANDING STOCK: At Closing, DP Charters, Inc. shall
issue and deliver three stock certificates representing a total of 38,330,000
new investment shares of its common stock (or such other number as is equal to
the total number of shares issued and outstanding at Closing pursuant to
Paragraph III.D.1 above) to or for the shareholders of TTI Technologies Inc.,
based on a pro-rata allocation of its 10,200 outstanding shares. The new shares
issued to the shareholders of TTI will be restricted securities for a period of
not less than twelve (12)) months; provided that the holders of such shares
shall be entitled to cause DPCI to include such shares in any registration
statement filed with a state or federal securities commission ("Piggyback
Registration Rights").

F. OTHER CONDITIONS OF ACQUISITIONS

1. TTI's liabilities will not exceed $150,000 at Closing;

2. TTI shall own all of the assets it currently owns except as may be sold
or transferred in the ordinary course of business;

3. Employment agreements will be in place for all key employees of TTI;

4. Subject to the Closing of the transaction the present directors of DPCI
shall resign and the following nominees of TTI shall be elected to serve in
their stead: Jerry Witte and George Hennessey.

5. There shall be no reverse split of the stock of DPCI for a period of 12
months from the date of closing the transaction;

G. FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING: the Directors of each
Company shall and will execute and deliver any and all necessary documents,
acknowledgments and assurances and to do all things proper to confirm or
acknowledge any and all rights, titles and interests created or confirmed
herein; and both companies covenant hereby to deal fairly and good faith with
each other and each others shareholders.

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H. GENERAL MUTUAL REPRESENTATIONS AND WARRANTIES. The purpose and general
import of the Mutual Representations and Warranties are that each party has made
appropriate full disclosure to the others, that no material information has been
withheld, and that the information exchanged is accurate, true and correct.

1. ORGANIZATION AND QUALIFICATION. Each Corporation warrants and
represents that it is duly organized and in good standing, and is duly qualified
to conduct any business it may be conducting, as required by law or local
ordinance.

2. CORPORATE AUTHORITY. Each Corporation warrants and represents that it
has Corporate Authority, under the laws of its jurisdiction and its constituent
documents, to do each and every element of performance to which it has agreed,
and which is reasonably necessary, appropriate and lawful, to carry out this
Agreement in good faith.

3. OWNERSHIP OF ASSETS AND PROPERTY. Each Corporation warrants and
represents that it is has lawful title and ownership of it property as reported
to the other, and as disclosed in its financial statements.

4. ABSENCE OF CERTAIN CHANGES OR EVENTS. Each Corporation warrants and
represents that there are no material changes of circumstances or events which
have not been fully disclosed to the other party, and which, if different than
previously disclosed in writing, have been disclosed in writing as currently as
is reasonably practicable.

5. ABSENCE OF UNDISCLOSED LIABILITIES. Each Corporation warrants and
represents specifically that it has, and has no reason to anticipate having, any
material liabilities which have not been disclosed to the other, in the
financial statements or otherwise in writing.

6. LEGAL PROCEEDINGS. Each Corporation warrants and represents that there
are no legal proceedings, administrative or regulatory proceeding, pending or
suspected, which have not been fully disclosed in writing to the other.

7. NO BREACH OF OTHER AGREEMENTS. Each Corporation warrants and represents
that this Agreement, and the faithful performance of this agreement, will not
cause any breach of any other existing agreement, or any covenant, consent
decree, or undertaking by either, not disclosed to the other.

8. CAPITAL STOCK. Each Company warrants and represents that the issued and
outstanding share and all shares capital stock of such corporation, is as
detailed herein, that all such shares are in fact issued and outstanding, duly
and validly issued, were issued as and are fully paid and non-assessable shares,
and that, other than as represented in writing, there are no other securities,
options, warrants or rights outstanding, to acquired further shares of such
Corporation.

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9. BROKERS' OR FINDER'S FEES. Each Corporation warrants and represents
that it is aware of no claims for brokers' fees, or finders' fees, or other
commissions or fees, by any person not disclosed to the other, which would
become, if valid, an obligation of either company.

I. MISCELLANEOUS PROVISIONS

1. Except as required by law, no party shall provide any information concerning
the assets or business of the other party or any aspect of the transactions
contemplated by this Agreement to anyone other than their respective directors,
officers, employees and representatives without the prior written consent of the
other party hereto. The aforesaid obligations shall terminate on the earlier to
occur of (a) the Closing, or (b) the date by which any party is required under
its articles or bylaws or as required by law, to provide specific disclosure of
such transactions to its shareholders, governmental agencies or other third
parties. In the event that the transaction does not close, each party will
return all confidential information furnished in confidence to the other.

2. This Agreement may be executed simultaneously in two or more counterpart
originals. The parties can and may rely upon facsimile signatures as binding
under this Agreement, however, the parties agree to forward original signatures
to the other parties as soon as practicable after the facsimile signatures have
been delivered.

3. The Parties to this agreement have no wish to engage in costly or lengthy
litigation with each other. Accordingly, any and all disputes that the parties
cannot resolve by agreement or mediation shall be submitted to binding
arbitration under the rules but not under the auspices of the American
Arbitration Association in the State of Nevada. As a further incentive to avoid
disputes, each party shall bear its own costs, with respect thereto, and with
respect to any proceedings in any court brought to enforce or overturn any
arbitration award. This provision is expressly intended to discourage litigation
and to encourage orderly, timely and economical resolution of any disputes that
may occur.

4. If any provision of this Agreement or the application thereof to any person
or situation shall be held invalid or unenforceable, the remainder of the
Agreement and the application of such provision to other persons or situations
shall not be effected thereby but shall continue valid and enforceable to the
fullest extent permitted by law.

5. No waiver by any party of any occurrence or provision hereof shall be
deemed a waiver of any other occurrence or provision.

6. The parties acknowledge that both they and their counsel have been provided
ample opportunity to review and revise this agreement and that the normal rule
of construction shall not be applied to cause the resolution of any ambiguities
against any party presumptively. The Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.

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THIS PLAN OF REORGANIZATION AND MERGER is executed on behalf of each
Company by its duly authorized representatives, and attested to, pursuant to the
laws of its respective place of incorporation and in accordance with its
constituent documents.

DP CHARTERS, INC. TTI TECHNOLOGIES, INC.
(A NEVADA CORPORATION) (A NEVADA CORPORATION)

by by

/S/Kirt W. James /S/Jerry Witte
Kirt W. James Jerry Witte
President President & CEO

/S/J. Dan Sifford /S/George Hennessey
J. Dan Sifford George Hennessey
Secretary/Treasurer Secretary

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--------------------------------------------------------------------------------
Annex B

1999 ANNUAL REPORT FOR DP CHARTERS
ON FORM 10-KSB/A4
--------------------------------------------------------------------------------

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FORM 10-K-SB-A4

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-27131

DP Charters, Inc.

Nevada 88-0381258
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)

34700 Pacific Coast Highway #303, Capistrano Beach CA 92624
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (949) 248-9561

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

The following Securities are to be registered pursuant to Section 12(g) of the
Act:

Class-A Common Voting Equity Stock

27,656,000 Shares Issued and Outstanding

August 22, 2000

Yes[x] No[] (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.)

[] (Indicate by check mark whether if disclosure of delinquent filers (
229.405) is not and will not to the best of Registrant's knowledge be contained
herein, in definitive proxy or information statements incorporated herein by
reference or any amendment hereto.)

As of 12/31/99

the aggregate number of shares held by non-affiliates was approximately
7,656,000 shares.

the number of shares outstanding of the Registrant's Common Stock was
27,656,000

Exhibit Index is found on page 59

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12Item 1. Description of Business 41

Item 2. Description of Property 45

Item 3. Legal Proceedings 46

Item 4. Submission of Matters to a Vote of Security Holders 46

Item 5. Market for Common Equity and Stockholder Matters 47
(a) Market Information 47
(b) Holders 47
(c) Dividends 47
(d) Reverse Acquisitions 47
(e) Secondary Trading 47
(f) Sales of Unregistered Common Stock 1999. 49

Item 6. Management's Discussion and Analysis or Plan of Operation 50
(a) Plan of Operation 50
(b) Discussion and Analysis of Financial Condition 52

Item 7. Financial Statements 53

Item 8. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure 53

Item 9. Directors and Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 54

Item 10. Executive Compensation 56

Item 11. Security Ownership of Certain Beneficial Owners and Management 56

Item 12. Certain Relationships and Related Transactions 58

Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
59
(a) Financial Statements 59
(b) Form 8-K Reports 59
(c) Exhibits 59

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PART I

INTRODUCTION

We filed our Registration Statement voluntarily pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for submission for quotation on
the Over the Counter Bulletin Board, often called "OTCBB". As of this filing,
that Registration has become effective but has not cleared final comments by the
Staff of the Securities and Exchange Commission.

This Form 10-KSB for 1999 is now amended to conform to changes in our Form
10-SB suggested by the Staff of the Commission. Please see Item 5(e) for the
revised discussion.

Our common stock is not presently quoted on the OTCBB. Our common stock is
qualified for listing over the counter in the NQB "Pink Sheets"; however we do
not believe that any of our shares ever traded in brokerage transactions. The
requirements of the OTCBB are that the financial statements and information
about us be reported periodically to the Commission and be and become
information that the public can access easily. We wish to report and provide
disclosure voluntarily, and will file periodic reports even in the event that we
may not remain required to do so under the Exchange Act. If and when our 1934
Act Registration may be clear of comments by the staff, we will be eligible for
consideration for the OTCBB upon submission of one or more NASD members for
permission to publish quotes for the purchase and sale of the shares of our
common stock.

Our corporation may be the subject of a "Reverse Acquisition". A reverse
acquisition is the acquisition of a private ("Target") company by a public
company, by which the private company's shareholders acquire control of the
public company. While no negotiations are in progress, and no potential targets
have been identified, our business plan is to find such a target or targets, and
attempt to acquire them for stock. While no such arrangements or plans have been
adopted or are presently under consideration, it would be expected that a
reverse acquisition of a target company or business would be associated with
some private placements and/or limited offerings of common stock of this
corporation at that time. Such placements, or offerings, if and when made or
extended, would be made with disclosure and reliance on the businesses and
assets to be acquired, and not upon our present condition.

It is the opinion of the Staff of the SEC that both before and after a
business combination or transaction with an operating entity or other person,
promoters and affiliates of Blank Check companies, as well as their transferees
are underwriters of securities issued and that the securities can only be resold
through registration under the Securities Act of 1933, and that Rule 144 would
not be available for resale transactions in this situation.

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ITEM 1. DESCRIPTION OF BUSINESS.

(A) BUSINESS DEVELOPMENT.

(1) FORM AND YEAR OF ORGANIZATION. This Corporation (stated as "we, us,
and our") was duly incorporated in Nevada on December 18, 1997, as DP Charters,
Inc., with the intention of initiating a charter yacht service from the Dana
Point Harbor, Orange County, California. We later expanded our business plan to
include the organization of scuba dive tours at various world locations.

During October, November and December of 1997, the conceptual idea of
establishing a charter boat operation in Southern California was discussed among
the Management, and with various friends and acquaintances. The decision to form
a company to be funded by those in discussion was taken, based upon the
expressed desire of the those founders to fund us initially, pursuant to a
private placement in reliance on Rule 504. The formal funding by founders was
memorialized about January of 1998.

Specifically, 20,000,000 shares were issued at par value to the Principal
Shareholder, pursuant to Section 4(2) of the Securities Act of 1933. 6,400,000
shares (with warrants) were placed among 19 accredited investors, pursuant to
Regulation D, Rule 504, promulgated by the Commission pursuant to Section 3(b)
of the 1933 Act. All warrants have expired or been cancelled and are no longer
of any further force or effect. Thereafter, in January and April 1999, 6,000
shares and 1,250,000 shares, respectively, were placed pursuant to Rule 504, in
each case to a single sophisticated and knowledgeable investor. Each of the
foregoing issuances were made, were applicable, to specific exemptions from
registration pursuant to State Law. In the judgement of Management, there is no
unresolved issue or potential issue of non-compliance with State Laws or
regulation.

We had ambitious plans, at that time, to network through travel agencies,
upon observing that none of the notable competitors were so networked. Our plans
included the development of networking with firms marketing tour packages or
tour clubs and firms which could utilize our charter services as a value-added
supplement to their Southern California operations. Emphasis was to be placed on
identifying easy access to Dana Point Harbor, twenty minutes from Orange County
Airport, one hour from San Diego Airport or from Los Angeles International
Airport. Arrangements with Dana Point were investigated and the feasibility of
our use determined. Management further planned to make our services known to the
American Association of Retired Persons, which organization accounts nearly
500,000 members touring Southern California during the off-season. Plans were
made to join the Dana Point Chamber of Commerce, which would provide a cost-free
listing in the California tourism magazine and information data-base, with
circulation of just under one million copies in six counties and automatic
posting with all major hotels throughout the State of California. Plans were
made for an Internet web-page, linked to that of the Dana Point Chamber of
Commerce.

All of these intentions, and the best laid plans of Management, were
dependant, however, upon securing boats and/or participating boat owners or
providers, so that the services could be offered.

On or about March 5, 1998 and continuing through September, tentative
arrangements were reached to acquire boats from a provider in Norway, which had
acquired them in foreclosure of a lien, but had no profitable operation in which
to use them. The concept was to acquire the boats for stock, but the arrangement
called for our common stock to achieve acceptance for quotation on the OTC
Bulletin Board. During 1998, we paid a consulting fee to the Norwegian group for
a joint marketing, advertising and referral program to bring northern European
tourists to Southern California's sport fishing market. During 1998 arrangements
were made with scuba diving tour group leaders in Florida and Mexico, for
possible dive tours in the Florida Keys, the Great Barrier Reef of Australia,
the Island of Cozumel off the Yucatan Peninsula of Mexico, and the seas off
Egypt.

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By the end of June, 1998, our then current unaudited financial statements,
indicated a net loss from operations of $155,544.00, $102,470.00 of which
represented consulting fees directed to Norway. Our ability to launch was yet
dependent upon OTC Bulletin Board acceptance, and comments between the NASD
Staff and NASD submitting members were on-going. Delay due to NASD Commenting
period for start-up companies was not deemed unusual by management, but shortly
before the review of the last set of Comments, the NASD changed its rules for
acceptability for new applicant submitter to the effect that the class of common
stock to be quoted must have been registered under the Securities Exchange Act
of 1934 Act, or we must have made an offering under the Securities Act of 1933,
such that the applicant have a Commission file number and actually file and
remain current in filing our financial statements with the Commission, and be
accessible to the public. Accordingly, the NASD responded to the final set of
Comments by qualifying our common stock for quotation on the Pink Sheets, but
not on the OTCBB.

As a result of the poor timing of events, from our point of view, we were
unable to consummate the acquisition of the boats and was forced to abandon our
original business plan. After some unsuccessful efforts to launch operations,
the original business plan was abandoned, on or about May 15, 1999.

After abandoning our business plan, it became a company whose business plan
was to find a profitable business combination. As a practical matter, we are
required to register our common stock pursuant to Section 12(g) of the 1934 Act
and to pursue acceptance for quotation on the OTCBB if it is to have any chance
to compete with other issuers or registrants, for business combinations by
reverse acquisition. There are no lock-up or shareholder pooling agreements
between or among shareholders of DP Charters. All shares are owned and
controlled independently by the persons to whom they are issued. We have no
Internet address.

(2) BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. None from inception
to date.

(B) BUSINESS OF THE REGISTRANT. We have no present business or business plan.
It is a potential candidate for business combination, most likely in the form of
a reverse acquisition or similar transaction.

CONSULTANTS. We have only a single consultant, namely its the United States
subsidiary of our principal shareholder, Intrepid International Ltd., a Nevada
Corporation. Information about the Principal Shareholder, and its Nevada United
States subsidiary is found later in this Report. The U.S. management of that
subsidiary serves as the management of us. No other consultants are presently
engaged nor are there any plans to retain any consultants currently or for the
foreseeable future. The Norwegian consultants previously mentioned were specific
to the previous business plan, now abandoned, and maintain no relationship to us
or any of our affiliates. It is, of course, conceivable that should a target
business be acquired, one or more consultants may be sought out by the
management of the acquired entity, following a change of control. As of this
time, there is no basis upon which Management could base anything more than mere
speculation as to what manner of consultants, what criteria for seeking or
selecting consultants, or what term of service any such consultant might
require; for the reason that all such consideration would be matters before the
Management only after a change of control which would result from a reverse
acquisition. Neither Management, nor the Principal Shareholder, nor Officers,
nor Directors or affiliates have regularly used any particular consultants on a
regular basis.

NO PRESENT ACQUISITION ACTIVITIES. We have not presently pursuing our
business plan, for the reason that such activities are not timely. They are not
timely because we must qualify ourselves for quotation on the Over the Counter
Bulletin Board ("OTCBB") before wet can enter the arena of seeking any business
combination by reverse acquisition. The process of qualifying for OTCBB requires
first that we become a reporting company pursuant our 1934 Act Registration

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Statement. The process next requires that a Broker/Dealer make a submission to
the National Association of Securities Dealers ("NASD") for permission to
publish quotations for the purchase and sale of the common stock of us on the
OTCBB. It would be our policy to employ a consultant to seek a broker/dealer to
become such a submitting market-maker in our common stock. Neither us, nor any
of our affiliates, are Broker/Dealers or NASD members. Since our common stock is
presently quoted on the Pink Sheets, it is likely that one or more existing
Market-Makers would apply for up-grade from the Pink Sheets to the OTCBB,
without the necessity of us employing any consultants therefor. When and if an
NASD member Broker/Dealer might make such a submission to NASD, the Staff of
NASD would evaluate the submission and the due diligence investigation and would
make comments and requests for further information, deemed appropriate to that
Staff, over a period of some months, before granting permission for the
submitting Market-Maker to begin publishing quotations. Until such time as
permission may be granted, no quotations would be published on the OTCBB. While
quotations might be published on the Pink Sheets, such quotations do not, in the
judgment of Management, constitute the basis for the creation or development of
an orderly trading market for the common stock of this Registrant. In arriving
at this opinion, that the Pink Sheets do not constitute the equivalent of OTCBB,

Management must consider not only its own opinion, but its assessment of the
opinions of those with whom it might evaluate a reverse acquisition.
Accordingly, Management reports its conclusion that a search for an acquisition
target is premature, and that it would remain premature for some months, until
and unless the common stock of this Registrant may be quoted on the OTCBB.

GENERAL INFORMATION ABOUT PROBABLE FUTURE ACQUISITIONS. Notwithstanding the
conclusion and report that searching for possible acquisition targets is
premature, we can and will now disclose and report our general intentions and
policies, with respect to probable future acquisitions.

LIMITED SCOPE AND NUMBER OF POSSIBLE ACQUISITIONS: We do not intend to
restrict our consideration to any particular business or industry segment, and
we may consider, among others, finance, brokerage, insurance, transportation,
communications, research and development, service, natural resources,
manufacturing or high-technology. Of course, because of our limited resources,
the scope and number of suitable candidate business ventures available will be
limited accordingly, and most likely we will not be able to participate in more
than a single business venture. Accordingly, it is anticipated that we will not
be able to diversify, but may be limited to one merger or acquisition because of
limited financing. This lack of diversification will not permit us to offset
potential losses from one business opportunity against profits from another. To
a large extent, a decision to participate in a specific business opportunity may
be made upon management's analysis of the quality of the other firm's management
and personnel, the anticipated acceptability of new products or marketing
concepts, the merit of technological changes and numerous other factors which
are difficult, if not impossible, to analyze through the application of any
objective criteria. In many instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the potential
for the future because of the necessity to substantially shift a marketing
approach, expand operations, change product emphasis, change or substantially
augment management, or make other changes. We will be dependent upon the
management of a business opportunity to identify such problems and to implement,
or be primarily responsible for the implementation of, required changes. Because
we may participate in a business opportunity with a newly organized firm or with
a firm which is entering a new phase of growth, it should be emphasized that we
may incur further risk due to the failure of the target's management to have
proven our abilities or effectiveness, or the failure to establish a market for
the target's products or services, or the failure to prove or predict
profitability.

LOAN FINANCING NOT ANTICIPATED. There are no foreseeable circumstances
under which loan financing will be sought or needed by us, other than possible
advances by our Principal Shareholder, at any time before we may identify and
commit ourselves to an acquisition candidate. At such time, if any, such loan
financing would be secured on the basis of the that acquisition by and with the
owners of the acquisition target. In the absence of any present probability of
acquisition, no further information can be offered at this time.

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REPORTING UNDER THE 1934 ACT. We have become a 1934 Act Reporting Company,
by operation of law due the passage time since our initial filling. As of the
date of this amended filing, we have has not cleared comments of the Staff of
SEC. As a 1934 registrant, we are required to file an Annual Report on Form 10-K
or 10-KSB, 90 days following the end of our fiscal year. The key element of such
annual filing is Audited Financial Statements prepared in accordance with
standards established by the Commission. A 1934 Act Registrant also reports on
the share ownership of affiliates and 5% owners, initially, currently and
annually. In addition to the annual reporting, a Registrant is required to file
quarterly reports on Form 10-Q or 10-QSB, containing audited or un-audited
financial statements, and reporting other material events. Some events are
deemed material enough to require the filing of a Current Report on Form 8-K.
Any events may be reported currently, but some events, like changes or
disagreements with auditors, resignation of directors, major acquisitions and
other changes require aggressive current reporting. All reports are filed and
become public information. There are other reporting obligations of a 1934 Act
registered company, including periodic reports of activities by significant
shareholders.

The practical effects of the foregoing requirements on the criteria for
selection of a target company are two-fold: first, the target must have audited
or auditable financial statements, and the target must complete an audit for
filing promptly upon the consummation of any acquisition; and, second, that the
target management must be ready, willing and able to carry forth those reporting
requirements or face de-listing from the OTCBB, if listed, and delinquency and
possible liability for failure to report.

PROBABLE INDUSTRY SEGMENTS FOR ACQUISITION. While we may consider proposals
from a wide variety of business segments, Management is aware that
high-technology and new communication technologies, internet and information
services, are an area of current interest. Management feels that it is most
likely that a business combination candidate will be selected in these industry
segments. This present inclination of management may change, as pubic and market
interests may change, and is not a formal policy or commitment of us. Due to
circumstances unique to us, it is not in a position to consider any specific
proposal for the use of us in reverse merger transactions, for the reason that
it is not now qualified for quotation on the OTC Bulletin Board, and will not
be, if at all, for an indeterminant number of months. There is no present or
foreseeable potential that we will acquire a target business or company in which
our present management or principal shareholder, or affiliates, have an
ownership interest. Consideration has been given to corporate policy in this
regard, and it has been determined not to permit any transaction in other than
an arm's length acquisition of business assets owned and controlled by unrelated
third party interests. The basis for this policy is two fold: first, that
related party transactions are unnecessary in the judgment of management and
involve risks not necessary to invite; and second that related party
transactions do not offer the potential profitability for shareholders, that
management believes exists presently in the market place for public issuers
amenable to reverse/merger transactions.

FINDERS FEES FOR MANAGEMENT. No finder's fees will be payable to Management
in connection with any forseeable reverse acetin. Management is identified with
the principal shareholder.

Additionally, the Principal Shareholder is the Principal Consultant and
provides, has provided and may provide corporate services to us, billable hourly
in an established and customary manner. No finders fees, commissions or other
bonuses to Management, Principal Shareholder, or affiliates, for securing or in
connection with any acquisition, will be paid or payable, as a matter of both
current economic conditions and corporate policy. Management has determined that
in its view of the current market for such transactions, such fees or bonuses
are not justifiable.

DISCRETION TO ALLOCATE OPPORTUNITIES. It is disclosed here and elsewhere,
that the Management of us is also the Management of our Principal Shareholder,
and that the Principal Shareholder has other businesses than the Management of
us. Those other business activities include providing professional consulting
services to other public or private corporations in which the principal

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shareholder and our officers are not involved directly in management, as
officers, directors or principal shareholders. Mr. Sifford and Mr. James, or
either of them, may from time to time serve as interim officers of other
corporations. Some clients of Intrepid International are, from time to time,
corporations which have failed to achieve previous business goals, or which have
engaged in businesses which have failed or been abandoned. Accordingly, it is
inherent in this relationship that Management and the Principal Shareholder may
be in a position to introduce one or more business opportunities to this the
shareholder of us, or to direct such opportunities to other business interests,
private or public corporations, or unrelated investors. This is an inherent
potential conflict of interest which may or may not become material in the
future. At present, no acquisition is probable or reasonably practical.

(D) GOVERNMENT REGULATION. There are no issues of government regulation unique
to us or our business.

(E) COMPETITION. Other better capitalized firms are engaged in the search for
acquisitions or business combinations which firms may be able to offer more and
may be more attractive to acquisition candidates. We have not yet become a
present candidate for reverse acquisition transactions, for the reasons
previously stated. It may become so in the future, and becoming so when we can
is our business plan. It is doubtful whether any such transaction could be
anticipated in the next twelve months. There is no compelling reason why we
should be preferred over other reverse-acquisition public corporation
candidates. It has no significant pool of cash nor can offer any capital
formation incentive for our selection. We have a limited shareholder base
insufficient for acquisition target wishing to proceed for application to
NASDAQ. In comparison to other "public shell companies" we are unimpressive, in
the judgement of management, and totally lacking in unique features which would
make it more attractive or competitive that other "public shell companies".
While management believes that the competition of other "public shell companies"
is intense and growing, it has no basis on which to quantify our impression.
Please See the Item 6 of part II, Management Discussion and Analysis, for more
information and disclosure.

(F) PLANNED ACQUISITIONS. There are no planned acquisitions at this time.

(G) EMPLOYEES. We have no employees other than our Officers and Directors.

ITEM 2. DESCRIPTION OF PROPERTY.

We have no property and enjoy the non-exclusive use of offices and
telephone of our officers and attorneys, without charge or written agreement. We
pay for outside copying and Federal Express, U.P.S and other messenger services.
We do not pay for routine telephone, in-house copying or United States Mail. Our
address for mail and deliveries is 24843 Del Prado, Dana Point CA, 92629. Our
affairs are conducted a 34700 Pacific Coast Highway, Suite 303, Capistrano Beach
CA 92624. This latter suite is the Office of Intrepid International Ltd., the
United States Office of the Principal Shareholder.

We have adopted no policies with respect to real estate investment. While
we have no intention of investing in real estate, we are not prevented from
doing so by any corporate policy or action. Management disclaims any special
knowledge or skill with respect to real estate investment, and cannot presently
foresee any circumstances which would make such an investment attractive to us
or our shareholders.

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ITEM 3. LEGAL PROCEEDINGS.

There are no legal proceedings pending against the Company, as of the
preparation of this Report.

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

None.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.

(A) MARKET INFORMATION. Our Common Stock is cleared for quotation Over the
Counter on the Pink Sheets, only recently. To the best of the Registrant's
knowledge and belief, there has been no market activity, buying or selling, of
the common stock of this Registrant, in brokerage transactions.

(B) HOLDERS. There are presently 53 shareholders of the our common stock.

(C) DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do
not anticipate paying cash dividends on our Common Stock in the next year. We
anticipate that any income generated in the foreseeable future will be retained
for the development and expansion of our business. Future dividend policy is
subject to the discretion of the Board of Directors and will depend upon a
number of factors, including future earnings, debt service, capital
requirements, business conditions, the financial condition of the Company and
other factors that the Board of Directors may deem relevant.

(D) REVERSE ACQUISITIONS. A reverse acquisition of a target business or
company would be expected to involve a change of control of us, and the
designation of new management. Our financial statements would become largely
unreflective of the true condition of us after such an acquisition. Shareholder
approval would be solicited, pursuant to the laws of the State of Nevada, to
approve the acquisition, change of control, and any material corporate changes
incidental to our reorganization. In connection with the solicitation of
shareholder approval, whether or not proxies are solicited, we would provide
shareholders with the fullest possible disclosure of all information material to
shareholder consideration, and such disclosure would include audited financial
statements of the target entity, if available. If shareholder approval is sought
in advance of audited financial statements of an acquisition target, the
authority of management to consummate any transaction would be contingent on a
proper audit of the target meeting the criteria of any un-audited information
relied upon by shareholders.

(E) SECONDARY TRADING. It is the view of the Staff of the Securities and
Exchange Commission that Rule 144 is not available for promoters or affiliates
of blank check companies, as well as their transferees, either before or after
any transaction with an operating entity or other person, and that any sales by
them would have to be registered under the Securities Act of 1933, or qualify
for an exemption available at the time of any proposed sale.

Our company has no present business and our plan is to seek and acquire
productive assets. A blank check offering is an offering of securities by a
company which, at the time of the offering, has no business or business plan
other than to seek a business by merger or acquisition or other profitable
combination. No promoter, officer, director or person engaged in management-type
activity of this corporation has been involved in any blank check offerings. Our
business plan has failed, however, such that now we have no present business and
our plan is to seek and acquire productive assets. Even though we have never
made a blank check offering, we are now considered a blank check company in our
present condition. We have indicated that we may acquire or create a new
business combination by acquisition for common stock.

An underwriter of securities is one who acquires securities with a view to
distribution of them to others. None of our affiliates, nor any person now

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deemed to be a promoter, acquired any of our existing securities for such a
purpose. Nor have any earlier persons who were at any time officers, directors,
affiliates, promoters, or their transferees acquired any of our securities for
any such purpose. However, it is expected that such persons would be deemed to
be promoters of any new venture resulting from our acquisition of any target
company.

In a business combination or transaction with an operating entity or other
person, if stock of the registrant is given in exchange for cash or stock of
another entity, the persons who receive the registrant's stock from the
officers, directors, affiliates, promoters, or their transferees will themselves
be "transferees" .

Secondary trading refers generally to the marketability to resell our
securities and is generally governed by Rule 144, promulgated by the Securities
and Exchange Commission pursuant to Section 3 of the Securities Act of 1933.
Securities which have not been registered pursuant to the Securities Act of
1933, but were exempt from such registration when issued, are generally
"Restricted Securities" as defined by Rule 144(a). The impact of the
restrictions of Rule 144 are (a) a basic one year holding period from purchase;
and (b) a limitation of the amount any shareholder may sell during the second
year, as to our non-affiliates. The limitation of amounts is generally 1% of the
total issued and outstanding in any 90 day period.

20,000,000 shares are held by our affiliates. These shares are not
presently entitled to reliance on Rule 144 for resale, and may not be entitled
to resell their shares of the registrant for an indefinite future, unless
registered under the Securities Act of 1933, or qualify for an exemption
available at the time of any proposed sale. It is the view of the Staff of the
Securities and Exchange Commission that Rule 144 is not available for promoters
or affiliates of blank check companies, as well as their transferees, either
before or after any transaction with an operating entity or other person, and
that any sales by them would have to be registered under the Securities Act of
1933, or qualify for an exemption available at the time of any proposed sale.

27,656,000 shares are issued and outstanding. 7,656,000 shares are owned by
our non-affiliates and are believed to be unrestricted securities which could be
sold without restriction of Rule 144. These 7,656,000 shares were issued
pursuant to Rule 504 on or before April 6, 1999, and were not, when issued
Restricted Securities, as defined by Rule 144(a).

OPTIONS AND DERIVATIVE SECURITIES. We have no outstanding options or derivative
securities. There are no shares issued or reserved which are subject to options
or warrants to purchase, or securities convertible into common stock.

RISKS OF "PENNY STOCK." Our common stock may be deemed to be "penny stock" as
that term is defined in Reg.Section 240.3a51-1 of the Securities and Exchange
Commission. Penny stock share stocks (i) with a price of less than five dollars
per share; (ii) that are not traded on a "recognized" national exchange; (iii)
whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ)
listed stocks must still meet requirement (i) above); or (iv) in issuers with
net tangible assets less than $2,000,000 (if the issuer has been in continuous
operation for at least three years) or $5,000,000 (if in continuous operation
for less than three years), or with average revenues of less than $6,000,000 for
the last three years.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.

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Section 240.15g-2 of the Securities and Exchange Commission require broker
dealers dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account. Potential investors in our common stock are
urged to obtain and read such disclosure carefully before purchasing any shares
that are deemed to be "penny stock."

Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker -dealer
made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
our common stock to resell their shares to third parties or to otherwise dispose
of them.

RISKS OF STATE BLUE SKY LAWS. In addition to other risks, restrictions and
limitations which may affect the resale of the existing shares of our common
stock, consideration must be given to the Blue Sky laws and regulations of
each State or jurisdiction in which a shareholder wishing to re-sell may reside.
Some States may distinguish between companies with active businesses and
companies whose only business is to seek to secure business opportunities, and
may restrict or limit resales of otherwise free-trading and unrestricted
securities of companies, like us, whose business is to seek an uncertain
profitable business combination at some future time. We have taken no action to
register or qualify our common stock for resale pursuant to the "Blue Sky" laws
or regulations of any State or jurisdiction. Accordingly offers to buy or sell
our existing securities may be unlawful in certain States and may be subject to
civil or criminal penalties.

(F) SALES OF UNREGISTERED COMMON STOCK 1999.

On or about January 5, 1999, we placed 6,000 shares of common stock,
pursuant to Rule 504, to a single sophisticated investor, Vegas Publications,
Inc., with a pre-existing relationship with management, for $600.00, or $0.10
per share.

On April 6, 1999, we placed 1,250,000 shares of common stock, pursuant to
Rule 504, to a single sophisticated investor, Marshall Worldwide Limited, PO Box
2047-100, San Jose, Costa Rica, for $12,500.00, paid for in cash at $0.01 per
share.

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ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

(A) PLAN OF OPERATION. We were duly incorporated in Nevada on December 18,
1997, as DP Charters, Inc., with the intention of initiating a charter yacht
service from the Dana Point Harbor, Orange County, California. We later expanded
our business plan to include the organization of scuba dive tours at various
world locations. After some unsuccessful efforts to launch operations, the
original business plan was abandoned, on or about May 15, 1999. We have no
present business or business plan other than to seek a profitable business
combination, most likely in a reverse acquisition or similar transaction.
Accordingly, our plan is to seek one or more profitable business combinations or
acquisitions to secure profitability for shareholders.

PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. Our Management, Mr. James and
Mr. Sifford, are the Officers and Directors of Intrepid International Ltd. a
Nevada corporate subsidiary of Intrepid International, S.A. a Panama
corporation. These two Intrepid officers and directors ar referred to
collectively as our "Principal Shareholder".

We are not presently pursuing our business plan, for the reason that such
activities are not timely. They are not timely because we must qualify ourselves
for quotation on the Over the Counter Bulletin Board ("OTCBB") before it can
enter the arena of seeking any business combination by reverse acquisition. The
process of qualifying for OTCBB requires first that we become a reporting
company pursuant to our 1934 Act Registration Statement, and that such 1934
Registration Statement be clear of SEC comments. The process next requires that
a Broker/Dealer make a submission to the National Association of Securities
Dealers ("NASD") for permission to publish quotations for the purchase and sale
of our common stock on the OTCBB. It would be our policy to employ a consultant
to seek a broker/dealer to become such a submitting market-maker in our common
stock. Neither us, nor any of our affiliates, are Broker/Dealers or NASD
members. Since our common stock is presently quoted on the Pink Sheets, it is
likely that one or more existing Market-Makers would apply for up-grade from the
Pink Sheets to the OTCBB, without the necessity of us employing any consultants
therefor. When and if an NASD member Broker/Dealer might make such a submission
to NASD, the Staff of NASD would evaluate the submission, and the due diligence
investigation, and would make comments and requests for further information,
deemed appropriate to that Staff, over a period of some months, before granting
permission for the submitting Market-Maker to begin publishing quotations. Until
such time as permission may be granted, no quotations would be published on the
OTCBB. While quotations might be published on the Pink Sheets, such quotations
do not, in the judgment of Management, constitute the basis for the creation or
development of an orderly trading market for our common stock. In arriving at
this opinion, that the Pink Sheets do not constitute the equivalent of OTCBB,
Management must consider not only its own opinion, but its assessment of the
opinions of those with whom it might evaluate a reverse acquisition.
Accordingly, Management reports its conclusion that a search for an acquisition
target is premature, and that it would remain premature for some months, until
and unless our common stock may be quoted on the OTCBB.

We are not ready to search for or to consider any specific acquisition
target. It does not expect to be able to begin consideration of any acquisitions
for four to six months. We cannot expect to identify or commit ourselves to any
acquisition within the next twelve months, or perhaps longer for the following
reasons. It is not our policy or practice, our Management or Principal
Shareholder to advertise, or travel in search of possible targets. We do not
command the capital or liquidity with which to conduct such a search, and does
not expect to be able to engage in any capital formation or loan funding
activities for that purpose. While incidental advances by the Principal
Shareholder for corporate maintenance, filing fees, legal and professional, and
auditing are foreseeable, the Principal Shareholder has no intention of general
funding or funding search, advertising or other promotion us. Accordingly, our
future prospects are likely to await such serendipitous referral or introduction

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as may lead to conversations with potential target businesses. The search for a
profitable business combination, accordingly, must be understood as an
essentially passive one, relying mostly on word of mouth. It is possible that
business brokers or promoters may at some point approach management with a
proposal. No estimate can be made when and if such a passive search might yield
an acquisition target.

When and if a probable acquisition target may be identified, or may
identify ourselves, Management will conduct extensive due diligence and
evaluation of the target, based upon the financial statements of an acquisition
target, our forseeable requirements for capital, and realistic potential of the
target to attract the capital we may require, and management's evaluation of our
ability to achieve our plan for profitability. No acquisition would be made if
Management were not satisfied that our plan for profitability and viability were
sound and in the interests of shareholders. We will continue our evaluation of
opportunities until an attractive business combination is accomplished, no
matter how long it may take.

CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We have
no immediate need for current capital formation in our present stage from
outside sources. This means that we expect to maintain our corporate and other
filings and reports during the next twelve months.

Reference is made to Note 2, Going Concern, of our Audited Financial
Statements: "The Registrant is dependant upon raising capital to continue
operations. The financial statements do not include any adjustments that might
arise from the outcome of this uncertainty. It is management's plan to raise
additional funds to begin our operations." We would be dependent on the
acquisition of assets and businesses to commence business operations. We are not
dependant on additional funds to conduct our investigation and selection of a
profitable business combination. Management cannot plan such capital formation
as may be appropriate for an acquired business before selection of and
combination with such a business. It is to be expected that following the firm
agreement to combine, some capital raising program would be necessary, but any
such program would be offered to investors based upon the assets and businesses
to be acquired, and not on us in our present condition, without businesses,
revenues, or income producing assets.

Reference is made to Note 3, Development Stage Company, of the Registrant's
Audited Financial Statements: "The Registrant is a development stage company, as
defined in Financial Accounting Standards Board Statement 7. It is concentrating
substantially all of our efforts in raising capital and developing our business
operations in order to generate significant revenues." After some unsuccessful
efforts to launch operations, the original business plan was abandoned, on or
about May 15, 1999. We have no present business or business plan other than to
seek a profitable business combination, most likely in a reverse acquisition or
similar transaction. Accordingly, our plan is to seek one or more profitable
business combinations or acquisitions to secure profitability for shareholders.
We are not presently concentrating on selecting a business combination
candidate. No current fund raising programs are being conducted or contemplated
before merger, acquisition or combination is announced, and then any such
capital formation would be offered to investors based upon the assets and
businesses to be acquired, and not on us in our present condition, without
businesses, revenues, or income producing assets.

In the event, consistent with the expectation of management, that no
combination is made within the next twelve to eighteen months, we may be forced
to effect some advances from our Principal Shareholder, for costs involved in
maintenance of corporate franchise and filing reports as may be required, when
and if this 1934 Act registration is clear of comments by the SEC Staff. Should
this become necessary, the maximum amount of such advances is estimated not to
exceed $20,000.00. No agreement by the Principal shareholder to make such
advances is in place, and no guarantee can presently be given that additional

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funds, if needed, will be available. It is by far more likely that advances will
take the form of providing services on a deferred compensation basis. Should
further auditing be required, such services by the Independent Auditor may not
be the subject of deferred compensation.

As reflected in our Financial Statements, provided with this Report, it has
not been necessary for any shareholder to advance operational funds to us.

SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None.

EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.

EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None.

(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION.

(I) OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. This
Corporation has had no revenues since our inception in December of 1997. Our
attempt to commence operations failed and was abandoned on May 15, 1999. Our
expenses of $156,559, for the five months ended May 31, 1998, and $191,679 for
the twelve months ended December 31, 1998, are not considered indicative of
maintenance expenses for the next six to twelve months, but reflected attempts
to secure rights and assets for our former and abandoned business plan, and
unusual legal expenses in connection with due diligence investigation and
disclosure in connection with submission to the NASD for quotation on the
Bulletin Board, the OTCBB, in the context of the NASD rule changes. As an
incidental result of the NASD Rule changes our common stock is allowed to be
quoted over the counter in the "Pink Sheets", but will not be qualified for the
OTCBB until our 1934 Registration has been cleared of comments by the SEC Staff.
Our expenses for 1999 were $27,825, consisting substantially of general and
administrative expenses, which included legal and professional expenses, mainly
for the preparation of our 1934 Act Registration. During 1999, we changed our
method of amortization of organizational costs in accordance with current
accounting principles and expensed the remaining balance, with the effect of a
$12,000 charge. During 1999, $10,000 was paid to our principal consultant as
fees for services on a time/hour/fee basis. During 1999, we received shareholder
loans of $13,000 of which $3,000 was repaid in 1999. During 1999 we advanced
$10,000 to a shareholder. This advance was a receivable as of the end of 1999.

It is noted that the total expenses for the three months ended March
31, 1999, and the six months ended June 30, 1999, are the same figure, $7,325;
and for the nine months ended September 30, 1999 are $27,325; and it is further
noted, that figure includes the amortization of organizational expenses of
$16,000. Management estimates that the expenses needed to carry us through an
ultimate reorganization, over and above current cash, to be not more than
$20,000.00, which funding, if needed, would be used to defer legal and auditing
and accounting, and incidental filings with the Commission, and with any States
in which the parties are domiciled.

We retained a firm named Capital Relations and Management to assist in
initial submission to the OTCBB, paying a fixed fee of $2,500 for that service.
Capital Relations and Management is not an affiliate of us of or our Principal
Shareholder. Capital Relations submitted our disclosure documents to National
Capital, LLC, which market maker duly submitted for permission to quote to the
NASD. Before clearing comments, the NASD effected its rule changes, with the
result that our common stock was cleared for the Pink Sheets, but cannot be
cleared for the OTCBB until our 1934 Act Registration shall have, and cleared
comments by the SEC Staff. We have not, and will not, take other affirmative
steps to encourage or request any broker-dealer to act as a market maker for our
securities.

(II) FUTURE PROSPECTS. We cannot predict when, if ever, we will

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participate in a business opportunity in view of our limited resources, and
competitive disadvantages with respect to other public or semi-public
Registrants. Such a forward looking statement must be recognized as such.
Unexpected events, changes in market conditions, loss of experienced management
personnel, and the like, certainly require that management's expectations be
evaluated in the light of the basis for such forward looking statements. There
are no guaranties of success at any stage. Nor, can we predict when or whether
our 1943 Act Registration will be cleared of comments by the Staff of the SEC.

(C) REVERSE ACQUISITION CANDIDATE. We are is searching for a profitable
business opportunity. The acquisition of such an opportunity could and likely
would result in some change in control of us at such time. This would likely
take the form of a reverse acquisition. That means that we would likely acquire
businesses and assets for stock in an amount that would effectively transfer
control of us to the acquisition target company or ownership group. It is called
a reverse-acquisition because it would be an acquisition by us in form, but
would be an acquisition of us in substance. Capital formation issues for the
future of us would arise only when targeted business or assets have been
identified. Until such time, we have no basis upon which to propose any
substantial infusion of capital. While no such arrangements or plans have been
adopted or are presently under consideration, it would be expected that a
reverse acquisition of a target company or business would be associated with
some private placements and/or limited offerings of our common stock for cash.
Such placements, or offerings, if and when made or extended, would be made with
disclosure and reliance on the businesses and assets to be acquired, and not
upon our present condition.

ITEM 7. FINANCIAL STATEMENTS.

AUDITED FINANCIAL STATEMENTS: for the years ended December 31, 1999
and 1998, are provided as Financial Statement: Exhibit F-99, filed herewith are
incorporated herein by this reference as though fully set forth herein.

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

None.

The Remainder of this Page is Intentionally left Blank

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PART III

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

The following persons are our Directors, having taken office from our
inception, to serve until their successors might be elected or appointed. The
time of the next meeting of shareholders has not been determined and is not
likely to take place before a targeted acquisition or combination is determined.

J. Dan Sifford, Jr., age 61, has been our President since inception, grew
up in Coral Gables, Florida, where he attended Coral Gables High School and the
University of Miami. After leaving the University of Miami, Mr. Sifford formed a
wholesale consumer goods distribution company which operated throughout the
southeastern United States and all of Latin America. In 1965, as an extension of
the operations of the original company, he founded Indiasa Corporation
(Indiasa), a Panamanian company which was involved in supply and financing
arrangements with many of the Latin American Governments, in particular, their
air forces and their national airlines. As customer requirements dictated,
separate subsidiaries were established to handle specific activities. During
each of the past five years he has served as President of Indiasa, which serves
only as a holding company owning: 100% of Indiasa Aviation Corp. (a company
which owns aircraft but has no operations); 100% of Overseas Aviation
Corporation (a company which owns Air Carrier Certificates but has no
operations); 50% of Robmar International, S.A. (a company operates a
manufacturing plant in Argentina and Brazil, but in which Mr. Sifford holds no
office). In addition to his general aviation experience, Mr. Sifford, an Airline
Transport rated pilot, has twenty two years experience in the airline business,
and is currently the President of Airline of the Virgin Islands, Ltd. a commuter
passenger airline operating in the Caribbean, and has been our president
continuously during each of the past five years.

Mr. Sifford is not and has never been a broker-dealer. He has acted
primarily as consultant, and in some cases has served as an interim officer and
director of public companies in their development stage. The following
disclosure identifies those public companies: Air Epicurean, Inc., All American
Aircraft, Earth Industries, Ecklan Corporation, EditWorks, Ltd., Market
Formulation & Research, Inc., NetAir.com, Inc., NSJ Mortgage Capital
Corporation, Inc., North American Security & Fire, Oasis 4th Movie Project,
Professional Recovery Systems, Inc., Richmond Services, Inc., Telecommunications
Technologies, Ltd., and World Staffing II, Inc.

Of these last mentioned companies, he is currently serving in our company,
in Ecklan Corporation, in Oasis 4th Movie Project, in Richmond Services, Inc,
and in NetAir.com, Inc.

Kirt W. James, age, 42, our Secretary-Treasurer, has a lifelong background
in marketing and sales. From 1972 to 1987, Mr. James was responsible for sales
and business administrative matters for Glade N. James Sales Co., Inc. and from
1987 to 1990 Mr. James built retail markets for American International Medical
Supply Co., a publicly traded company. In 1990 he formed and became President of
HJS Financial Services, Inc., and was responsible for the day to day business
operations of the firm as well as consultation with Clients concerning their
business and Product Development. He remains the President and Sole Shareholder
of HJS, which is presently substantially in active. During the past five years
Mr. James has been involved in the valuation of private companies for internal
purposes, and as a consultant to private companies engaged in the private sale
and acquisition of other private businesses. He has also assisted private and
public companies in planning for entry into the public market place. Mr. James
is not and has never been a broker-dealer. He has acted primarily as consultant,
and in some cases has served as an interim officer and director of public
companies in their development stage. The following disclosure identifies those
public companies with which he has been involved during the past five years:
Earth Industries, Inc., EditWorks, Ltd., Market Formulation & Research, Inc.,

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Mex Trans Seafood Consulting, Inc., and North American Security & Fire. He is
also an Officer and Director of Oasis 4th Movie Project, an operating
non-trading company.

There are no persons who are officers or directors, other than the
foregoing, whose activities have been or are material to the operations of us.
The present Officers and Directors spend an insubstantial amount of time on the
activities of our company. There are no arrangements, agreements or
understandings between non-management shareholders and management, under which
non-management shareholders or other persons may directly or indirectly
participate in or influence the management of the affairs of us. There are no
agreements or understandings for any officer or director to resign at the
request of another person.

Our Officers and Directors are the Officers and Directors of Intrepid
International Ltd. of Nevada, the United States Subsidiary of Intrepid
International S.A. of Panama, the Principal Shareholder. The principal business
of the United States Subsidiary is the performance of Corporate Services on a
time-fee basis. It is foreseeable, but not presently intended, nor is it the
normal practice, that these Officers and Directors may serve as interim
management of other companies in their development stage. Intrepid does
participate from time to time in the organization of companies intending to make
offerings of unregistered securities, in connection with actual businesses
ventures.

No present or previous promoter, officer, director or person engaged in
management-type activity of this corporation has been involved in any blank
check offerings. A blank check offering is an offering of securities by a
company which, at the time of the offering, has no business or business plan
other than to seek a business by merger or acquisition or other profitable
combination. Intrepid's United States Officers, who serve as our officers, have
served as officers of companies which with initial businesses or business plans
which have failed and which have eventually been abandoned, and which, following
such failure and abandonment, became, for some period of time, companies with no
operating business or productive assets, and no business plan other than a plan
to seek to acquire profitable assets or businesses. The following companies fall
within that category of description: Earth Industries, Inc., Richmond Services,
Inc., Market Formulation & Research, Inc., Mex Trans Seafood Consulting, Inc.,
NSJ Mortgage Capital Corporation, Inc., Telecommunications Technologies, Ltd.
There are no other present or previous promoter, officer, director or person
engaged in management-type activity of this corporation involved in any in any
company or corporation within that category of description.

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ITEM 10. EXECUTIVE COMPENSATION.

Each of the two Officer/Directors have been issued 2,500,000 new investment
shares of common stock, each for present service and incentive purposes, in
connection with, and as a part of the initial issuance of 20,000,000 shares to
founders for organizational costs, and valued at $20,000.00 (par value). As
indicated in Items 4 and 5 immediately preceding, the names of those officers
and directors receiving these shares are Kirt W. James, and J. Dan Sifford, Jr.
No other compensation, or plan of compensation, has been made, authorized or
contemplated at the present time and for the present period of corporate
inactivity and ill-liquidity. There is no market for our shares. It is not
possible to derive a "fair market value" for this share ownership based upon any
market. The Management shares were issued in 1997 at par value. The actual value
of this ownership would ripen if, and only if, we could achieve profitability by
acquisition of assets or businesses. It was not the intention us for our shares
to trade on the Pink Sheets. During the period of comments for the OTC Bulletin
board, the rules having changed, our common stock was cleared for the Pink
Sheets by default. We believe that no actual quotations of bid or ask are
current. It is, however useful to us to remain qualified for the Pink Sheets, in
as much as the procedure for moving from the Pink Sheets to the OTCBB is less
taxing than an original submission. Accordingly, the shares of our common stock
owned by officers and directors is deemed to have no present public trading, nor
have ever had any public trading value. Inasmuch as the 20,000,000 shares were
issued in October 1997 for organizational services valued at $20,000.00, the
value attributed to the shares provided to the Officers therefore would be
$2,500.00 each.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of our
knowledge and belief the following disclosure presents the total security
ownership of all persons, entities and groups, known to or discoverable by us,
to be the beneficial owner or owners of more than five percent of any voting
class of our stock. More than one person, entity or group could be beneficially
interested in the same securities, so that the total of all percentages may
accordingly exceed one hundred percent of some or any classes. Please refer to
explanatory notes if any, for clarification or additional information. The
Registrant has only one class of stock; namely Common Stock.

(B) SECURITY OWNERSHIP OF MANAGEMENT. To the best of our knowledge and belief
the following disclosure presents the total beneficial security ownership of all
Directors and Nominees, naming them, and by all Officers and Directors as a
group, without naming them, known to or discoverable by us. More than one
person, entity or group could be beneficially interested in the same securities,
so that the total of all percentages may accordingly exceed one hundred percent
of some or any classes. Please refer to explanatory notes if any, for
clarification or additional information.

OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Name and Address of Beneficial Owner. . . Actual % Attributed %
Shares Shares
Owned Owned
------------------------------------------------------------------------------------
J. Dan Sifford, Jr. (1). . . . . . . . . . 2,500,000 9.04 20,000,000 72.32
62 Bay Heights Drive
Miami, Florida 33133
------------------------------------------------------------------------------------
Kirt W. James (1). . . . . . . . . . . . . 2,500,000 9.04 20,000,000 72.32
24843 Del Prado #318
Dana Point CA 92629
------------------------------------------------------------------------------------
All Officers and Directors as a Group. . . 5,000,000 18.08 20,000,000 72.32
------------------------------------------------------------------------------------

56
<PAGE>

------------------------------------------------------------------------------------
Laurencio Jaen O. (2). . . . . . . . . . . 0 0.00 20,000,000 72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Teodoro F. Franco L. (2) . . . . . . . . . 0 0.00 20,000,000 72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Leopoldo Kennion G (2) . . . . . . . . . . 0 0.00 20,000,000 72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Intrepid International S.A. (1) (2). . . . 15,000,000 54.24 20,000,000 72.32
Torre Universal
Ave Federico Boyd
Piso No. 12 (Penthouse)
Panama, Republic of Panama
------------------------------------------------------------------------------------
Total Other 5% Owners of the Registrant. 15,000,000 54.24 20,000,000 72.32
------------------------------------------------------------------------------------
Total Shares Issued and Outstanding. . . . 27,656,000 100.00 27,656,000 100.00
------------------------------------------------------------------------------------
</TABLE>

(1) The Officers and Directors of us are affiliates of the Principal
Shareholder. For this reason the attribution of all shares to each is shown in
the table. Please see Item 5 of this Part, Directors, Executive Officers,
Promoters and Control Persons for further information. The shares listed as
issued to them are were in fact issued to them, as individuals, and are
beneficially owned by them as indicated.

(2) The Ownership of the 15,000,000 is held by Intrepid International as a
corporate asset and is not the personal asset of any of our Officers, Directors
or shareholders. These Officers, Directors and Shareholders of the Panamanian
Principal shareholders are the same three persons. Their names and percentage of
ownership are Laurencio Ja n O. (50%), Teodoro F. Franco L. (50%), Leopoldo
Kennion G. (0%). Please see Item 7 of this Part, Certain Relationships and
Related Transactions for further information.

(C) CHANGES IN CONTROL. There are no arrangements, including any pledge by any
persons, of securities of us, which may at a subsequent date result in a change
of control us. In as much as we are searching for a profitable business
opportunity, it is to be expected that a change of control would be contemplated
when such a target is identified.

57
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Intrepid International, S. A. ("Intrepid-Panama") is our principal
shareholder. Our Officers and Directors affiliates of Intrepid-Panama. The
principal shareholder was incorporated in the Republic of Panam in 1984 to
offer financial services to natural resource companies, primarily those engaged
in the production of oil and gas. Following the world wide collapse of oil
prices in the mid-eighties, Intrepid-Panama broadened the focus of its universe
of support services to include a wider range of companies, with an emphasis on
public companies and private companies, companies engaged in the transition from
privately held to publicly held, and development stage companies, whether public
or private, requiring professional business and corporate guidance. In August of
1997 Intrepid-Panama sought a United States Representative and entered into a
relationship with a group of corporate and business specialists who, after
contracting with Intrepid-Panama, incorporated as Intrepid International, Ltd.
("Intrepid US") to provide the required representation and agency for
Intrepid-Panama in North America and Europe. Intrepid US is incorporated in the
State of Nevada. Intrepid International (US and/or Panama) is not an investment
banker, nor a broker or dealer in securities. Intrepid is a provider of
technical support services to client companies, generally, and an occasional
investor for its own account.

The following persons are not our Officers or Directors. They are the
owners, Officers and Directors of the Principal Shareholder. The following
persons do not engage in direct control of our affairs, and our activities are
not material to our operations. While the following three persons, acting as a
Board of Directors of the Panama Corporation could exercise direct control, as
majority shareholder, they have delegated United States operations to our
Officers and Directors, and to the United States subsidiary of which they two
constitute the Management.

Laurencio Jaen O., an original incorporator who has served as President and
Director of Intrepid-Panama since its inception in 1984, resides in Panama
City, Republic of Panama. He is, and has been for the past twenty five years,
Vice President of Indiasa Corporation ("Indiasa"), a Panamanian corporation,
which, through one of its subsidiaries, Robmar International, is involved in the
manufacture and distribution of chemical products in Argentina and Brazil and
which, through its former subsidiary Indiasa Aviation Corporation, was, for
eight years ending in 1981, engaged in aviation consulting, the leasing,
purchase and sale of aircraft, and the operation of a cargo airline, primarily
in Latin America. Mr. Jaen was a founder of PAISA, Panama's international
airline, served as president of the Colon Free Zone (the world s largest free
trade zone), and as Director of Panama's Social Security Administration. He has
also served as the President of the Panamanian Chamber of Commerce, and as a
member of the Board of Presidential Advisors of the Republic of Panama.

Teodoro F. Franco L., Secretary and a Director of Intrepid-Panama, has, for
thirty years, been a specialist in maritime and aviation law. Mr. Franco is a
partner in Franco and Franco, a Panama law firm with offices around the world.
In addition to his law practice he has served as Panamanian Consul to Liverpool,
England and for the past five years as Ambassador to Great Britain. The firm
practices maritime, aviation and commercial law and currently is the legal firm
for: IBERIA (the Spanish national airline), KLM (the Dutch national airline),
VIASA (the Venezuelan national airline), Aeroflot (the Russian national airline)
and various smaller Latin American national airlines as well as being the
registered agents for thousands of ocean going ships around the world flying the
Panamanian flag. Mr. Franco brings to Intrepid-Panama a wealth of international
legal, commercial and diplomatic experience.

Leopoldo Kennion G., Treasurer and a Director of Intrepid-Panama, is, and
has for twenty years, been a Certified Public Accountant specializing in
international accounting and is an associate in the law firm of Franco and
Franco. Mr. Kennion practices maritime, aviation and commercial accounting

58
<PAGE>

serving the specialized needs of the transnational clients of Franco and Franco
by providing an interface between them and their auditors.

J. Dan Sifford, Jr., is the United States Managing Director for Intrepid
International, S.A. (Panama). He is fluent in the Spanish Language. His
biographical information is found under Item 5 of this Part, Directors,
Executive Officers, Promoters and Control Persons.

The officers and directors of Intrepid International, Ltd. (Nevada)
(Intrepid US) are two individuals; Kirt W. James, and J. Dan Sifford, Jr., which
two individuals are our officers and directors. Their biographical information
is found under Item 5 of this Part, Directors, Executive Officers, Promoters and
Control Persons. These two persons are only persons in direct, day to day
control of our affairs. The Officers, Owners and Directors of the Panama parent
do not direct or participate in our management.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(A) FINANCIAL STATEMENTS. AUDITED FINANCIAL STATEMENTS: for the years ended
December 31, 1999 and 1998, are provided as Financial Statement: Attachment
F-99, following the body of filing.

(B) FORM 8-K REPORTS. None.

Exhibit
Table
# Table Category / Description of Exhibit Page Number
--------------------------------------------------------------------------------
FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
F-99 Audited Financial Statements for the years ended
December 31, 1999 and 1998. 60
--------------------------------------------------------------------------------
[2] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
--------------------------------------------------------------------------------
3.1 Articles of Incorporation: DP Charters, Inc., a Nevada Corporation 69
3.2 By-Laws: DP Charters, Inc. 72
--------------------------------------------------------------------------------

dated: August 22, 2000

DP CHARTERS, INC.
by

/s/ Kirt W. James /s/J. Dan Sifford, Jr.
Kirt W. James J. Dan Sifford, Jr.
president/director secretary/director

59
<PAGE>

--------------------------------------------------------------------------------
FINANCIAL STATEMENTS: ATTACHMENT F-99

AUDITED FINANCIAL STATEMENTS:

FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998.
--------------------------------------------------------------------------------

60
<PAGE>

C O N T E N T S

Independent Auditors Report . 62

Balance Sheets 63

Statements of Operations 64

Statements of Stockholders Equity . 65

Statements of Cash Flows . 66

Notes to the Financial Statements . 67

61
<PAGE>

INDEPENDENT AUDITOR S REPORT

To the Board of Directors and Stockholders of
D P Charters, Inc.

We have audited the accompanying balance sheets of D P Charters, Inc. (a
Development Stage Company) as of December 31, 1999 and 1998 and the related
statements of operations, stockholders equity and cash flows for the years
ended December 31, 1999 and 1998 and from December 18, 1997 through December 31,
1997 and from inception on December 18, 1997 through December 31, 1999. These
financial statements are the responsibility of the Company s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of D P Charters, Inc. (a
Development Stage Company) as of December 31, 1999 and 1998 and the related
statements of operations, stockholders equity and cash flows for the years
ended December 31, 1999 and 1998 and from December 18, 1997 through December 31,
1997 and from inception on December 18, 1997 through December 31, 1999 in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has no operations and is dependent upon
financing to continue operations. These factors raise substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in the Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/Crouch, Bierwolf & Chisholm
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
February 24, 2000

62
<PAGE>

D P CHARTERS, INC.
(a Development Stage Company)
Balance Sheets

ASSETS
--------------------------------------------------------------------------------
December 31,
1999 1998
Current assets
Cash $996 $12,321
Advance to shareholder (Note 4) 10,000 0
Total Current Assets 10,996 12,321
Other Assets
Organizational Costs (Net of
Amortization)(Note 1) 0 16,000
Total Other Assets 0 16,000
Total Assets $10,996 $28,321
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Advance from shareholder (Note 4) $10,000 0
Total Assets $10,000 $0
Stockholders Equity
Common Stock, authorized
100,000,000 shares of $.001 par value,
issued and outstanding 27,656,000 and
26,400,000, respectively 27,656 26,400
Additional Paid in Capital 205,444 193,600
Less: Subscriptions Receivable (600) 0
Deficit Accumulated During the
Development Stage (231,504) (191,679)
Total Stockholders Equity 996 28,321
Total Liabilities and Stockholders Equity $10,996 $28,321
================================================================================

The accompanying notes are an integral part of these financial statements

63
<PAGE>

D P CHARTERS, INC.
(a Development Stage Company)
Statements of Operations

From inception From
on December Inception on
For the Years 18, 1997 December 18,
Ended through 1997 through
December 31, December 31 December 31,
1999 1998 1997 1999
--------------------------------------------------------------------------------
Revenues: $0 $0 $0 $0
Expenses:
General & Administrative (27,825) (191,527) (152) (219,504)
Total Expenses (27,825) (191,527) (152) (219,504)
Net (Loss) Before Cumulative
Effect of Accounting Change (27,825) (191,527) (152) (219,504)
Cumulative Effect of
Accounting Change (12,000) 0 0 (12,000)
Net (Loss) $(39,825) $(191,527) $(152)$(231,504)
Net (Loss) Per Share:
Loss before cumulative effect
of accounting change 0 (0.01) 0 (0.01)
Cumulative Effect of Accounting Change 0 0 0 0
Net (Loss) Per Share $0 $(0.01) $0 $(0.01)
Weighted average shares
outstanding 27,342,150 26,272,000 21,904,000 25,172,717
================================================================================

The accompanying notes are an integral part of these financial statements

64
<PAGE>

D P CHARTERS, INC.
(a Development Stage Company)
Statement of Stockholders Equity

Additional
Paid-in
Capital
Common Stock (Discount on
Subscriptions Retained
Shares Amount Stock) Receivable Deficit
--------------------------------------------------------------------------------
Balance at beginning of
Development stage-
December 18, 1997 0 $0 $0 $0 $0

Shares issued for
organizational costs 20,000,000 20,000 0 0 0

Shares issued for
cash at $.03125
per share 3,808,000 3,808 115,192 0 0

Net loss December
31, 1997 0 0 0 0 (152)

Balance, December
31, 1997 23,808,000 23,808 115,192 0 (152)

Shares issued for cash at $.03125
per share 2,592,000 2,592 78,408 0 0

Net loss December
31, 1998 0 0 0 0 (191,527)

Balance, December
31, 1998 26,400,000 26,400 193,600 0 (191,679)

Shares issued for subscription
receivable at
$.10 per share 6,000 6 594 (600) 0

Shares issued for services at $.01
per share 1,250,000 1,250 11,250 0 0

Net loss December
31, 1999 0 0 0 0 (39,825)
Balance, December
31, 1999 27,656,000 $27,656 $205,444 $(600) $(231,504)
================================================================================

The accompanying notes are an integral part of these financial statements

65
<PAGE>
D P CHARTERS, INC.
(a Development Stage Company)
Statement of Cash Flows

From From
Inception on Inception on
December 18, December 18,
1997 1997
through through
December 31, December 31, December 31,
1999 1998 1997 1999
--------------------------------------------------------------------------------
Cash Flows form Operating Activities

Net loss $(39,825) $(191,527) $(152) $(231,504)
Adjustments to reconcile
net loss to net cash
provided by operations
Amortization 16,000 4,000 0 20,000
Shares issued for services 12,500 0 0 12,500
Increase in Receivables (10,000) 0 0 (10,000)
Increase in Payables 10,000 0 0 10,000
Net Cash Flows used in
Operating Activities (11,325) (187,527) (152) (199,004)
Cash Flows from Investment
Activities: 0 0 0 0
Cash Flows from Financing
Activities:
Proceeds from Issuance
of stock 0 81,000 119,000 200,000
Net increase (decrease)
in cash (11,325) (106,527) 118,848 996
Cash, beginning of year 12,321 118,848 0 0
Cash, end of year $996 $12,321 $118,848 $996
Supplemental Cash Flow Information
Cash Paid for:
Interest $0 $0 $0 $0
Taxes $0 $0 $0 $0
================================================================================

The accompanying notes are an integral part of these financial statements

Supplemental Non-cash Disclosure:
In 1997, the shareholders paid $20,000 of organizational costs for the Company.
The Company reimbursed the $20,000 by issuing 20,000,000 shares of common stock.
In 1999, the Company issued 1,250,000 of its common stock for services valued at
$12,500.

66
<PAGE>

D P CHARTERS, INC.
(a Development Stage Company)
Notes to The Financial Statements
December 31, 1999 and 1998

NOTE 1 - Summary of Significant Accounting Policies

a. Organization

D P Charters, Inc., ( the Company ) is a Nevada corporation organized on
December 18, 1997. The Company was formed to provide a charter yacht service
from the Dana Point harbor located in Dana Point, Orange County, California but
operations never commenced. It is the intent of management to raise capital in
order to secure business operations.

b. Accounting Method

The Company recognizes income and expenses on the accrual basis of
accounting.

c. Earnings (Loss) Per Share

The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.

d. Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.

e. Provision for Income Taxes

No provision for income taxes has been recorded due to net operating losses
totaling approximately $231,500 that will be offset against future taxable
income. These NOL carryforwards begin to expire in the year 2012. No tax
benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward will expire unused.
Accordingly, per FASB 109 the potential tax benefits of the loss carryforward
are offset by the valuation of the same amount.

Deferred tax assets and the valuation account is as follows at December 31,
1999 and 1998.

December 31,
1999 1998
--------------------------------------------------------------------------------
NOL carrryforward $ 78,710 $58,005
Valuation allowance (78,710) (58,005)
===========================
Total $ 0 $ 0

f. Organizational Costs

In 1997, the shareholders paid $20,000 in organizational costs. The Company
reimbursed the shareholders by issuing 20,000,000 shares of common stock at
$.001 par value. These costs were being amortized on a straight-line method
over a 60 month period beginning January 1, 1998, however, during January 1999
the remaining balance was written off in connection with a change in accounting
principle (See Note 5). These costs will be recovered only if the Company is
able to generate a positive cash flow from operations.

67
<PAGE>

D P CHARTERS, INC.
(a Development Stage Company)
Notes to The Financial Statements
December 31, 1999 and 1998

NOTE 1 - Summary of Significant Accounting Policies (continued)

g. 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, disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. In these financial statements and other
assets involve extensive reliance on management s estimates. Actual results
could differ from those estimates.

NOTE 2 - Going Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is dependent upon raising
capital to continue operations. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. It is
management s plan to raise additional funds to begin its intended operations.

NOTE 3 - Development Stage Company

The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and developing its business operations in
order to generate significant revenues.

NOTE 4 - Related Party Transactions

During 1999 and 1998, $10,000 and $58,500, respectively was paid in consulting
fees to a company owned by shareholders of the Company.

During 1999, shareholders loaned the Company $13,000. The Company made payments
of $3,000 on these loans and the balance payable at December 31, 1999 is
$10,000.

During 1999, the Company advanced a shareholder $10,000. The balance of this
receivable at December 31, 1999 is $10,000.

NOTE 5 - Change in Accounting Principles

During the year ended December 31, 1999, the Company changed its method of
amortization of organizational costs in accordance with SOP 98-5 and expensed
the remaining balance. The effect of this change was to decrease net income for
the year ended December 31, 1999 by $12,000 ($0.00 per share).

NOTE 6 - Stockholders Equity

In January 1999, the Company issued 6,000 shares of its common stock for a
subscription receivable of $600.

In April 1999, the Company issued 1,250,000 shares of its common stock for
services valued at $12,500.

68
<PAGE>

--------------------------------------------------------------------------------
EXHIBIT 3.1

ARTICLES OF INCORPORATION:
DP CHARTERS, INC., A NEVADA CORPORATION
--------------------------------------------------------------------------------

69
<PAGE>

ARTICLES OF INCORPORATION
OF
DP CHARTERS, INC.

ARTICLE I. The name of the Corporation is DP CHARTERS, INC.

ARTICLE II. Its principal and registered office in the State of Nevada is
774 Mays Boulevard, Suite 10, Incline Village NV 89451. The initial registered
agent for services of process at that address is N&R Ltd. Group, Inc. a Nevada
Corporation.

ARTICLE III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.

ARTICLE IV. The corporation shall have authority to issue an aggregate of
One Hundred Million (100,000,000) shares of common voting equity stock of par
value one mil ($0.001) per share, and no other class or classes of stock, for a
total capitalization of $100,000. The corporation's capital stock may be sold
from time to time for such consideration as may be fixed by the Board of
Directors, provided that no consideration so fixed shall be less than par value.

ARTICLE V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.

ARTICLE VI. The affairs of the corporation shall be governed by a Board of
Directors of not less than one (1) nor more than (7) persons. The Incorporator
William Stocker attorney at law, 219 Broadway Suite 261, Laguna Beach CA 92651
shall serve as sole initial director.

ARTICLE VII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.

ARTICLE VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.

ARTICLE IX. The name and address of the Incorporator (Initial Director) of
the corporation is William Stocker attorney at law, 219 Broadway Suite 261,
Laguna Beach CA 92651.

70
<PAGE>

I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day, December 16, 1997.

/s/William Stocker
William Stocker
attorney at law
Incorporator

71
<PAGE>

--------------------------------------------------------------------------------
EXHIBIT 3.2

BY-LAWS: DP CHARTERS, INC.
--------------------------------------------------------------------------------

72
<PAGE>

BY-LAWS
OF
DP CHARTERS, INC.
A NEVADA CORPORATION

ARTICLE I
CORPORATE OFFICES

The principal office of the corporation in the State of Nevada shall be
located at 774 Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as the board of directors may designate or as the business of the corporation
may from time to time require.

ARTICLE II
SHAREHOLDERS' MEETINGS

SECTION 1. PLACE OF MEETINGS

The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.

SECTION 2. ANNUAL MEETINGS

The time and date for the annual meeting of the shareholders shall be set
by the Board of Directors of the Corporation, at which time the shareholders
shall elect a Board of Directors and transact any other proper business. Unless
the Board of Directors shall determine otherwise, the annual meeting of the
shareholders shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of Directors and transact any other proper business. If this date falls on a
holiday, then the meeting shall be held on the following business day at the
same hour.

SECTION 3. SPECIAL MEETINGS

Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.

SECTION 4. NOTICES OF MEETINGS

Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the direction of the president, or secretary, or the officer or persons calling
the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Closing of Transfer Books or Fixing Record Date.

73
<PAGE>

(a) For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting.

(b) In lieu of closing the stock transfer books, the directors may
prescribe a day not more than sixty (60) days before the holding of any such
meeting as the day as of which stockholders entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are entitled to notice or to vote at such meeting

(c) The directors may adopt a resolution prescribing a date upon which the
stockholders of record are entitled to give written consent to actions in lieu
of meeting. The date prescribed by the directors may not precede nor be more
than ten (10) days after the date the resolution is adopted by directors.

SECTION 5. VOTING LIST.

The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.

SECTION 6. QUORUM.

At any meeting of stockholders, a majority of fifty percent plus one vote,
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. If
less than said number of the outstanding shares are represented at a meeting, a
majority of the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting originally notified. The stockholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

SECTION 7. PROXIES.

At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting. Such proxies may be deposited by electronic
transmission.

SECTION 8. VOTING.

Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.

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SECTION 9. ORDER OF BUSINESS.

The order of business at all meetings of the stockholders, shall be as
follows:

a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.

SECTION 10. INFORMAL ACTION BY STOCKHOLDERS.

Unless otherwise provided by law, any action required to be taken, or any
other action which may be taken, at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be taken, or any other action which may be taken, at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.

SECTION 11. BOOKS AND RECORDS.

The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such right of inspection is granted to
the Stockholder(s) all fees associated with such inspection shall be the sole
expense of the Stockholder(s) demanding the inspection. No book, account, or
record of the Corporation may be inspected without the legal counsel and the
accountants of the Corporation being present. The fees charged by legal counsel
and accountants to attend such inspections shall be paid for by the Stockholder
demanding the inspection.

ARTICLE III
BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS.

The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.

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SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS.

The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (7), or such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been elected and qualified.

SECTION 3. REGULAR MEETINGS.

A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.

SECTION 4. SPECIAL MEETINGS.

Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them.

SECTION 5. NOTICE.

Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

SECTION 6. QUORUM.

At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.

SECTION 7. MANNER OF ACTING.

The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.

SECTION 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.

SECTION 9. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.

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SECTION 10. RESIGNATION.

A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.

SECTION 11. COMPENSATION.

No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

SECTION 12. EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.

ARTICLE IV
OFFICERS

SECTION 1. NUMBER.

The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.

SECTION 2. ELECTION AND TERM OF OFFICE.

The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. In the event that no election of officers be held by the directors at
that time, the existing officers shall be deemed to have been confirmed in
office by the directors.

SECTION 3. REMOVAL.

Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.

SECTION 4. VACANCIES.

A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.

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SECTION 5. PRESIDENT.

The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.

SECTION 6. CHAIRMAN OF THE BOARD.

In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.

SECTION 7. SECRETARY.

The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.

SECTION 8. TREASURER.

If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.

SECTION 9. SALARIES.

The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.

ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS.

The directors may authorize any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.

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<PAGE>

SECTION 2. LOANS.

No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the directors.

SECTION 4. DEPOSITS.

All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the directors may select.

ARTICLE VI
FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January in
each year, or on such other day as the Board of Directors shall fix.

ARTICLE VII
DIVIDENDS

The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.

ARTICLE VIII
SEAL

The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".

ARTICLE IX
WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

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<PAGE>

ARTICLE X
AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be
adopted in the same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting when the proposed amendment has been set out in the notice of such
meeting.

CERTIFICATION

THE SECRETARY of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
thereto and that such By-Laws were duly adopted by the Board of Directors of
said Corporation on the date set forth below.

EXECUTED, AND CORPORATE SEAL AFFIXED, this day of December 16, 1997.

/s/J. Dan Sifford
J. Dan Sifford
Secretary

80
<PAGE>

--------------------------------------------------------------------------------
Annex C

SEPTEMBER 30, 2000 QUARTERLY REPORT FOR
DP CHARTERS, INC.
ON FORM 10-QSB
--------------------------------------------------------------------------------

81
<PAGE>

FORM 10-QSB

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

For the Quarter ended September 30, 2000

AND

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

COMMISSION FILE NUMBER: 0-27131

DP CHARTERS, INC.
(Exact name of Registrant as specified in its charter)

Nevada 88-0381258
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)

34700 Pacific Coast Highway, Suite 303 Capistrano Beach CA 92624
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (949) 248-9561

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

Securities registered pursuant to Section 12(g) of the Act: 27,656,000

Yes [X] No [ ] (Indicate by check mark whether the Registrant (1) has filed
all report 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.)

As of September 30, 2000, the number of shares outstanding of the Registrant's
Common Stock was 27,656,000.

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<PAGE>

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Attached hereto and incorporated herein by this reference are consolidated
unaudited financial statements (under cover of Exhibit 00-FQ3) for the nine
months ended September 30, 2000.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

(A) STATUS OF OUR FORM 10-SB. We filed a 1934 Act Registration which is
currently effective. That registration statement was voluntarily filed pursuant
to Section 12(g) of the Securities Exchange Act of 1934, in order to comply with
the requirements of National Association of Securities Dealers for submission
for quotation on the Over the Counter Bulletin Board, often called "OTCBB". Our
common stock is presently quoted on the OTCBB under the symbol DPCI. The
requirements of the OTCBB are that the financial statements and information
about the Registrant be reported periodically to the Commission and be and
become information that the public can access easily.

(B) HISTORY AND RENEWAL OF OUR BUSINESS PLAN. This Corporation ("the
Registrant", "we", "our" and "us") was duly incorporated in Nevada on December
18, 1997, as DP Charters, Inc., with the intention of initiating a charter yacht
service from the Dana Point Harbor, Orange County, California. We later expanded
our business plan to include the organization of scuba dive tours at various
world locations.

During October, November and December of 1997, the conceptual idea of
establishing a charter boat operation in Southern California was discussed among
Management, and with various friends and acquaintances. The decision to form a
company to be funded by those in discussion was taken, based upon the expressed
desire of the founders to fund the Registrant initially, pursuant to a private
placement in reliance on Rule 504. The formal funding by founders was
memorialized about January of 1998.

Specifically, 20,000,000 shares were issued at par value to the Principal
Shareholder, pursuant to Section 4(2) of the Securities Act of 1933. 6,400,000
shares (with warrants) were placed among 19 accredited investors, pursuant to
Regulation D, Rule 504, promulgated by the Commission pursuant to Section 3(b)
of the 1933 Act. All warrants have expired or been cancelled and are no longer
of any further force or effect. Thereafter, in January and April 1999, 6,000
shares and 1,250,000 shares, respectively, were placed pursuant to Rule 504, in
each case to a single sophisticated and knowledgeable investor. Each of the
foregoing issuances were made, where applicable, to specific exemptions from
registration pursuant to State law.

We had ambitious plans, at that time, to network through travel agencies,
upon observing that none of the notable competitors were so networked. Our plans
included the development of networking with firms marketing tour packages or
tour clubs and firms which could utilize our charter services as a value-added
supplement to their Southern California operations. Emphasis was to be placed on
identifying easy access to Dana Point Harbor, twenty minutes from Orange County
Airport, one hour from San Diego Airport or from Los Angeles International
Airport. Arrangements with Dana Point were investigated and the feasibility of
its use determined. Management further planned to make its services known to the
American Association of Retired Persons, which organization accounts for nearly
500,000 members touring Southern California during the off-season. Plans were
made to join the Dana Point Chamber of Commerce, which would provide a cost-free
listing in the California tourism magazine and information data-base, with
circulation of just under one million copies in six counties and automatic
posting with all major hotels throughout the State of California. Plans were

83
<PAGE>

made for an Internet web-page, linked to that of the Dana Point Chamber of
Commerce.

All of these intentions, and the best laid plans of Management, were
dependant, however, upon securing boats and/or participating boat owners or
providers, so that the services could be offered.

On or about March 5, 1998 and continuing through September, tentative
arrangements were reached to acquire boats from a provider in Norway, which had
acquired them in foreclosure of a lien, but had no profitable operation in which
to use them. The concept was to acquire the boats for stock, but the arrangement
called for our common stock achieving acceptance for quotation on the OTC
Bulletin Board. During 1998, we paid a consulting fee to the Norwegian group for
a joint marketing, advertising and referral program to bring northern European
tourists to Southern California's sport fishing market. During 1998 arrangements
were made with scuba diving tour group leaders in Florida and Mexico, for
possible dive tours in the Florida Keys, the Great Barrier Reef of Australia,
the Island of Cozumel off the Yucatan Peninsula of Mexico, and the seas off
Egypt.

By the end of June, 1998, our current unaudited financial statements,
indicated a net loss from operations of $155,544.00, $102,470.00 of which
represented consulting fees directed to Norway. Our ability to launch was yet
dependent upon OTC Bulletin Board acceptance, and comments between the NASD
Staff and NASD submitting members were on-going. Delay due to NASD Commenting
period for start-up companies was not deemed unusual by management, but shortly
before the review of the last set of Comments, the NASD changed its rules for
acceptability for new applicant submitters to the effect that the class of
common stock to be quoted must have been registered under the Securities
Exchange Act of 1934 Act, or we must have made an offering under the Securities
Act of 1933, such that the applicant have a Commission file number and actually
file and remain current in filing its financial statements with the Commission,
and be accessible to the public. Accordingly, the NASD responded to the final
set of Comments by qualifying our common stock for quotation on the Pink Sheets,
but not on the OTCBB.

As a result of the poor timing of events, from our point of view, we were
unable to consummate the acquisition of the boats and was forced to abandon its
original business plan. After some unsuccessful efforts to launch operations,
the original business plan was abandoned, on or about May 15, 1999. From that
date, until about June 30, 2000, we remained dormant without direction as to our
business plan, and concentrated on Registering our common stock under section
12(g) of the Securities Exchange Act of 1934.

During late June, of this year, our management began evaluating the
possibility of renewing our original business plan, to initiate a charter yacht
service from the Dana Point Harbor, Orange County, California. We later expanded
its business plan to include the organization of scuba dive tours at various
world locations, rather than to seek a business combination by way of merger or
reverse acquisition.

We may be the subject of a "Reverse Acquisition". A reverse acquisition is
the acquisition of a private ("Target") company by a public company, by which
the private company's shareholders acquire control of the public company. While
no negotiations are in progress, and no potential targets have been identified,
our business plan is to find such a target or targets, and attempt to acquire
them for stock. While no such arrangements or plans have been adopted or are
presently under consideration, it would be expected that a reverse acquisition
of a target company or business would be associated with some private placements
and/or limited offerings of our common stock for cash. Such placements, or
offerings, if and when made or extended, would be made with disclosure and
reliance on the businesses and assets to be acquired, and not upon our present
condition.

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<PAGE>

During late June, of this year, our management began evaluating the
possibility of renewing our original business plan, to initiate a charter yacht
service from the Dana Point Harbor, Orange County, California, and the
organization of scuba dive tours at various world locations, rather than to seek
a business combination by way of merger or reverse acquisition. A decision by
management is expected in October of this year, definitively, whether to proceed
with such renewal.

(C) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. We will now pursue our
original business plan, to initiate a charter yacht service from the Dana Point
Harbor, Orange County, California, and the organization of scuba dive tours at
various world locations, rather than to seek a business combination by way of
merger or reverse acquisition, or its default plan to seek an acquisition
partner. Our plan to renew or business plan may fail. We are not ready to search
for or to consider any specific acquisition target. The reason for this is our
inclination to try to renew and resurrect our original business plan first.

The process of renewing our original business plan is not conceptually
difficult, but may be somewhat more expensive that our original arrangements,
for the reason that the acquisition of boats may not be achievable on the terms
originally arranged. We had made tentative arrangements to acquire boats from a
provider in Norway, which had acquired them in foreclosure of a lien, but had no
profitable operation in which to use them. The concept was to acquire the boats
for stock, but the arrangement called for our common stock achieving acceptance
for quotation on the OTC Bulletin Board. It is possible that we may be able to
acquire boats for stock on substantially similar arrangements. It is possible
and forseeable that some or all cash, or secured notes may be the only way we
can acquire boats now.

During 1998, we paid a consulting fee to a Norwegian group for a joint
marketing, advertising and referral program to bring northern European tourists
to Southern California's sport fishing market. During 1998 arrangements were
made with scuba diving tour group leaders in Florida and Mexico, for possible
dive tours in the Florida Keys, the Great Barrier Reef of Australia, the Island
of Cozumel off the Yucatan Peninsula of Mexico, and the seas off Egypt. These
arrangements are deemed viable for renewal.

Management had determined that to renew our business plan, we would need to
develop new supplemental funding of approximately $250,000. We are now engaged
in discussions with our existing shareholders and other investors known to
management to be regular investors in start-up ventures, to determine potential
interest in funding a renewal of our program.

(D) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The financial statements for the nine months ended September 30, 2000, reflect
minimal changes and no substantial corporate activity. No revenues have been
recorded. Legal and professional expenses were incurred this quarter, in
connection with our continuing efforts to complete our 1934 act registration. We
have no other operating expenses to disclose, and none other were incurred
during the last nine months. There has been no substantial change in our
financial condition or results of operations this quarter. First we illustrate
with the following tables, then we provide some discussion .

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Balance Sheet. . . . 9/30/00 6/30/00 12/31/99
---------------------------------------------------
Cash . . . . . . . . $ 996 $ 996 $ 996
---------------------------------------------------
Accounts Receivable. 10,000 10,000 10,000
---------------------------------------------------
Total Assets . . . . 10,996 73,996 134,195
---------------------------------------------------
Accounts Payable . . 35,899 22,734 0.00
---------------------------------------------------
Shareholder Advances 10,000 10,000 10,000
---------------------------------------------------
Total Liabilities. . 45,899 32,734 10,000
---------------------------------------------------

There is no substantial change in our condition.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Operations . . . . . . . . . April 1 to June 30 January 1 to June 30
June 30
Three Months and Six Months 2000 1999 2000 1999
------------------------------------------------------------------------------------------------
Revenues:. . . . . . . . . . $ 0 $ 0 $ 0 $ 0
------------------------------------------------------------------------------------------------
Total Revenues. . . . . . . 0 0 0 0
------------------------------------------------------------------------------------------------
Expenses:
(General and administrative) (16,502) (15,000) (22,734) (22,325)
------------------------------------------------------------------------------------------------
Total Expenses. . . . . . . (16,502) (15,000) (22,734) (22,325)
------------------------------------------------------------------------------------------------
Net Loss . . . . . . . . . . (16,502) (15,000) (22,734) (22,325)
------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Operations. . . . . . . . . . July 1 to September 30 January 1 to September 30
September 30
Three Months and Nine Months
2000 1999 2000 1999
------------------------------------------------------------------------------------------------------------
Revenues: . . . . . . . . . . $ 5,000 $ 0 $ 5,000 $ 0
------------------------------------------------------------------------------------------------------------
Total Revenues . . . . . . . 5,000 0 5,000 0
------------------------------------------------------------------------------------------------------------
Expenses:
(General and administrative). (18,165) (15,000) (40,899) (22,325)
------------------------------------------------------------------------------------------------------------
Total Expenses . . . . . . . (18,165) (15,000) (40,899) (22,325)
------------------------------------------------------------------------------------------------------------
Net Loss. . . . . . . . . . . (13,165) (15,000) (35,899) (22,325)
------------------------------------------------------------------------------------------------------------
</TABLE>

We enjoyed some incidental revenues in the nature of consulting fees. These
revenues do not reflect our principal intended operations and provide no
indication of future results.

Our current expenses are primarily legal and professional costs
necessitated by our current filing requirements pursuant to the Securities
Exchange Act of 1934.

86
<PAGE>

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGE IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

Mr. Sifford, one of our officers and directors filed a voluntary petition
in Bankruptcy (Chapter 13) on October 2, 2000.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

On or about August 25, 2000, we announced that our 1934 Act Registration
was clear of SEC comments.

EXHIBIT INDEX

FINANCIAL STATEMENTS AND DOCUMENTS
FURNISHED AS A PART OF THIS REGISTRATION STATEMENT

Exhibit 00-FQ3: Financial Statements (Un-Audited) for the three months and
nine months ended September 30, 2000

87
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended September 30, 2000, has been signed below
by the following person on behalf of the Registrant and in the capacity and on
September 30, 2000 as indicated.

Dated: October 12, 2000

DP CHARTERS, INC.
by
/S/Kirt W. James /S/J. Dan Sifford, Jr.
Kirt W. James J. Dan Sifford, Jr.
president/director secretary/director

88
<PAGE>

--------------------------------------------------------------------------------
EXHIBIT 00-FQ3

UN-AUDITED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------------

89
<PAGE>

DP CHARTERS, INC.
BALANCE SHEET (UNAUDITED)
For the fiscal year ended December 31, 1999
And the nine months ended September 30, 2000

<TABLE>
<CAPTION>
<S> <C> <C>
September 30, December 31,
2000 1999
---------------------------------------------------------------------------------------
(Unaudited)
ASSETS

CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 996 $ 996
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . 996 996
---------------------------------------------------------------------------------------
OTHER ASSETS

Accounts receivable. . . . . . . . . . . . . . . . . . 10,000 10,000

TOTAL OTHER ASSETS . . . . . . . . . . . . . . . . . . 10,000 10,000
---------------------------------------------------------------------------------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $ 10,996 $ 10,996
=======================================================================================
LIABILITIES & STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . $ 35,899 $ 0
Advance from shareholder . . . . . . . . . . . . . . . 10,000 10,000
---------------------------------------------------------------------------------------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . $ 45,899 $ 10,000
=======================================================================================
STOCKHOLDERS' EQUITY

Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 27,656,000 shares,
and 27,656,000 shares respectively. . . . . . . . . 27,656 27,656
Additional Paid-In Capital . . . . . . . . . . . . . . 205,444 205,444
Accumulater Equity (Deficit) . . . . . . . . . . . . . (268,003) (232,104)
---------------------------------------------------------------------------------------
Total Stockholders' Equity . . . . . . . . . . . . . . (34,903) 996
---------------------------------------------------------------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY . . . . . . . $ 10,996 $ 10,996
=======================================================================================
</TABLE>

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

90
<PAGE>

DP CHARTERS, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
September 30, 1999 and 2000

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
From
Inception on
From July From July From January From January March 26,
1, 2000 to. 1, 1999 to 1, 2000 to 1, 1999 to 1999 through
September 30, September 30, September 30, September 30, September 30,
2000 1999 2000 1999 2000
-----------------------------------------------------------------------------------------------------------
Revenues. . . . . . . . . $ 5,000 -0- $ 5,000 -0- $ 5,000
-----------------------------------------------------------------------------------------------------------
Net Loss from Operations. 18,165 15,000 40,899 22,325 272,403
===========================================================================================================
Net Income (Loss) . . . . ($13,165) ($15,000) ($35,899) ($22,325) ($267,403)
===========================================================================================================
Loss per Share. . . . . . $ 0.00048 $ 0.00055 $ 0.00130 $ 0.00082 $ 0.01036
===========================================================================================================
Weighted Average
Shares Outstanding. . 27,656,000 27,342,150 27,656,000 27,342,150 25,814,915
===========================================================================================================
</TABLE>

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

91
<PAGE>

DP CHARTERS, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
For the year ended December 31, 1999
And the periods ended September 30, 1999 and 2000

<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception on
December 18,
1997 through
September 30,
2000 1999 2000
-------------------------------------------------------------------------------------
Operating Activities

Revenues . . . . . . . . . . . . . . . . . . . $ 5,000 $ 0 $ 5,000
Net Income (Loss). . . . . . . . . . . . . . . (35,899) (22,325) (267,403)
Less items not effecting cash:
shares issued for services . . . . . . . . . . 0 0 12,500
organization costs . . . . . . . . . . . . . . 0 16,000 20,000
Increase in payables . . . . . . . . . . . . . 35,899 0 35,899
-------------------------------------------------------------------------------------
Net Cash from Operations . . . . . . . . . . . 0 (6,325) (199,004)
Cash Increase (Decrease) sale of Common Stock. 0 0 200,000
-------------------------------------------------------------------------------------
Net increase (decrease) in cash. . . . . . . . 0 (6,325) 996
Beginning Cash . . . . . . . . . . . . . .. .. 996 12,321 0
Cash as of Statement Date. . . . . . . . . . . $ 996 $ 5,996 $ 996
=====================================================================================
</TABLE>

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

92
<PAGE>

DP CHARTERS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED)
For the period from inception of the Development Stage
On December 18, 1997, through December 31, 1997,
For the years ended December 31, 1998 and 1999
And for the nine months ended September 30, 2000

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
----------------------------------------------------------------------------------------------------------
Common Stock issued at inception 20,000,000 $ 20,000 $ 0 $ 0 $ 20,000

Sale of Common Stock . . . . . . 3,808,000 3,808 115,192 0 0

Loss during 1997 . . . . . . . . 0 0 0 (152) 0
----------------------------------------------------------------------------------------------------------
Balance at December 31, 1997 . . 23,808,000 23,808 115,192 (152) 138,848

Sale of Common Stock . . . . . . 2,592,000 2,592 78,408 0 0

Loss during 1998 . . . . . . . . 0 0 (191,527) 0

Balance at December 31, 1998 . . 26,400,000 $ 26,400 $ 193,600 ($191,679) $ 28,321
----------------------------------------------------------------------------------------------------------
Sale of Common Stock . . . . . . 6,000 6 594 (600) 0

Sale of Common Stock . . . . . . 1,250,000 1,250 11,250 0 0

Loss during 1999 . . . . . . . . 0 0 0 (39,825) 0
----------------------------------------------------------------------------------------------------------
Balance at December 31, 1999 . . 27,656,000 27,656 205,444 (232,104) 996

Loss during period ended
September 30, 2000. . . . . 0 0 0 (35,899) 0
----------------------------------------------------------------------------------------------------------
Balance at September 30, 2000. . 27,656,000 $ 27,656 $ 205,444 ($268,003) ($34,903)
==========================================================================================================
</TABLE>

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

93
<PAGE>

D P CHARTERS, INC.
(a Development Stage Company)
Notes to The Financial Statements
December 31, 1999 and the periods ended September 30, 1999 and 2000

NOTES TO FINANCIAL STATEMENTS

D P Charters, Inc., ("the Company") has elected to omit substantially all
footnotes to the financial statements for the nine months ended September 30,
2000, since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their Annual
Report filed on Form 10-KSB for the Fiscal year ended December 31, 1999.

UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the period presented. The information presented is not necessarily indicative
of the results from operations expected for the full fiscal year.

94
<PAGE>

--------------------------------------------------------------------------------
Annex D

November 30, 2000
UNAUDITED FINANCIAL STATEMENTS
TriLucent Technologies, Inc.
--------------------------------------------------------------------------------

95
<PAGE>

TriLucent Technologies, Inc.
BALANCE SHEETS
(A Development Stage Company)

November 30,
2000
ASSETS (unaudited)
-------------------------------------------------- --------------

Current Assets
Cash $ 2,042
Total Current Assets $ 2,042
---------
Other Assets
Relucent (Note 3) $ 50,000
Total Other Assets $ 50,000
---------
Total Assets $ 52,042

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
Notes Payable (Note 4) $ 85,000
--------
Total Liabilities $ 85,000
--------
Stockholders' Equity
Common Stock, no par value; $ 0
50,000,000 Shares authorized,
10,200 shares issued and outstanding respectively
Additional Paid-In Capital $ 10,200
Deficit Accumulated During the Development Stage ($43,158)
--------
Total Stockholders' Equity ($32,958)
--------
Total Liabilities and Stockholders' Equity $ 52,042
========

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

96
<PAGE>

TriLucent Technologies, Inc.
Consolidated Statements of Operations
(A Development Stage Company)
(Unaudited)

From Inception on
May 8, 2000
November 30,
2000
-------------------------------------------------
Revenue $ 0
----------
Expenses
General & Administrative $ 43,158
----------
Total Expenses $ 43,158
----------
Net Income (Loss) $ (43,158)
==========
Net Income (Loss) per share $ (19)
==========
Weighted average
Outstanding shares $ 2,278
==========

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

97
<PAGE>

TriLucent Technologies, Inc.
Consolidated Stockholders' Equity
(A Development Stage Company)
(Unaudited)

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Deficit
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage
-------------------------------------------------------------------------------------------------
Balances at May 8, 2000 0 $ 0 $ 0 $ 0

Issuance of Common Stock for services 10,200 $ 0 $ 10,200 $ 0
@ $1.00 per share on October 15, 2000

Net Loss Six months ending November 30, 2000 0 $ 0 $ 0 $(43,158)
------------------------------------------------
Balance November 30, 2000 10,200 $ 0 $ 10,200 $(43,158)
================================================
</TABLE>

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

98
<PAGE>

TriLucent Technologies, Inc.
Consolidated Statement of Cash Flows
( A Development Stage Company)
(Unaudited)

For the 6 months Ending
November 30, 2000
2000 1999
-----------------------------------------------------------------------------
Cash Flows from Operating Activities:

Net Loss $ (43,158) $ 0
Adjustment to reconcile net loss to net cash
used by operations:
Amortization $ 0 $ 0
Change in Prepaid Expenses $ 0 $ 0
Change in Notes Payable $ 85,000 $ 0
---------------------------
Net Cash Flow Used in Operating Activities $ 41,842 $ 0
---------------------------
Cash Flows from Invesment:
Purchase of Assets $ (50,000) $ 0
---------------------------
Cash Flows from Financing Activities:
Additional Paid in Capital $ 10,200 $ 0
---------------------------
Increase (Decrease) in cash $ 2,042 $ 0
---------------------------
Cash as beginning of period $ 0 $ 0
---------------------------
Cash at End of Period $ 2,042 $ 0
===========================
The accompanying notes are an integral part of these financial statements.

99
<PAGE>

TriLucent Technologies, INC.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 2000

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization

TriLucent Technologies, Inc. was incorporated on July 28, 2000 under the laws of
the State of Nevada, primarily for the purpose of exploration of oil and natural
gas.

The Company has limited operations, assets and liabilities. Accordingly, the
Company is dependent upon management and/or significant shareholders to provide
sufficient working capital to preserve the integrity of the corporate entity
during this phase. It is the intent of management and significant

shareholders to provide sufficient working capital necessary to support and
preserve the integrity of the corporate entity.

b. Accounting Method

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a calendar year end.

c. Cash and Cash Equivalents

Cash equivalents include short-ten-n, highly liquid investments with maturities
of three months or less at the time of acquisition

d. Basic Loss Per Share

The computation of basic loss per share of common stock is based on the weighted
average number of shares outstanding during the period of financial statements.

e. Additional Accounting Policies

Additional accounting policies will be established once planned principal
operations commence. g. Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

100
<PAGE>

TriLucent Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
November 30, 2000

NOTE:2 - GOING- CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other material
assets, nor does it have an established source of revenues sufficient to cover
its operating costs and to allow it to continue as a going concern. It is the
intent of the Company to raise operating capital through a private placement.
Until this occurs, shareholders of the Company have committed to meeting the
Company's operating expenses.

NOTE 3 - ASSET - RELUCENT

The Company entered into a licensing agreement with Relucent Technologies which
grants them right to use certain micro-wave based technologies to facilitate
exploration of natural resources. The Licensing term is 15 years and includes
an annual royalty payment of $180,000 and provision to purchase the rights for
an amount to be determined.

NOTE 4 - NOTES PAYABLE - RELATED PARTIES

As of November 30, 2000, the Company had a total of $85,000 in notes payable to
Tiburon Group, a private third party investor. This note carries a 10% interest
rate payable per annum and is due in one year.

101
<PAGE>