FORM 10-Q SB

                       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 December 31, 1999


                        COMMISSION FILE NUMBER:  24-3948



                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
             (Exact name of Registrant as specified in its charter)



     Nevada                                                           76-0528600
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

24843  Del  Prado,  Suite  326  Dana  Point,  California                   92629
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:         (949)  488-0736


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


Securities  registered  pursuant  to  Section  12(g)  of the Act:     14,810,000

Yes  []   No  [x]  (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  December  31, 1999, the number of shares outstanding of the Registrant's
Common  Stock  was  14,810,000.

<PAGE>

--------------------------------------------------------------------------------
                          PART I: FINANCIAL INFORMATION
--------------------------------------------------------------------------------

                          ITEM 1.  FINANCIAL STATEMENTS

     Attached as Exhibit FQ1-99 hereto and incorporated herein by this reference
are consolidated unaudited financial statements for the year ended September 30,
1999,  and  the  three  months  ended  December  31,  1999.

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


 (A)  CASH  REQUIREMENTS  AND  OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. This
Company has no immediate or forseeable need for additional funding, from sources
outside  of  its  circle of shareholders, and their consultants, during the next
twelve  months.  The expenses of its audit, legal and professional requirements,
including  expenses  in connection with this 1934 Act Registration of its common
stock,  have  been  and  continue to be advanced by its management and principal
shareholder.  Management  believes  that  no  significant  cash or funds will be
required  for  its Management to evaluate possible transactions, at such time as
it  begins  its  search.  The Registrant enjoys the non-exclusive use of office,
telecommunication  and  incidental  supplies  of  stationary,  provided  by  its
Officers  and Attorneys, who are related to its sole Consultant. These Officers,
Directors,  and Attorneys of these issuer are substantially the same as those of
its  sole  consultant,  such  that  its  maintenance  expenses  are  minimal and
manageable  during  this  period  and  for  the  foreseeable  future.

 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     We  produced  one  full-length movie entitled "The Blood Game" intended for
adult  video and cable release. Its subject matter is adventure, and it contains
nudity  and  violence.  It  was  completed  in  November of 1999.  The movie was
produced  for  a cost of $174,360. This cost is carried as an investment and had
not  been  written  off.  We continue to hope to recover these costs by eventual
marketing  of  this  motion  picture.  We  have  as yet been unsuccessful in our
efforts  to  sell  or  distribute  this  movie.  While we have not abandoned our
intention to market our production, there are no assurances that we will be able
to sell or distribute this movie. If we are unsuccessful in these efforts, or if
there  is  only  limited  distribution  of  the movie, then all or a part of the
production  cost  may  be  lost.

BLOOD  GAME.  The subject of the movie is an erotic action thriller based upon a
man's  struggle  to rescue a woman from a gang of weekend warriors and who winds
up  having  to  rescue  himself.  The  movie was completed in November 1999. The
distribution  efforts began in late December 1999 when over sixty preview copies
were  sent  to  distributors  accepting  this  type  of  genre. The distribution
consisted  of  media  packets  containing  copies of the film and trailer, a one
sheet  on  the  movie  and  stars,  and  a personalized letter to the individual
distributors.  The  media  packets  were received on or around January 10, 2000.
There  were  two responses that proposed purchasing and/or distributing options,
Troma  Films  and  Victory  Multimedia.  These  negotiations  are  currently  in
progress,  however,  they  have  been  slow  and  unassuring  of  a  profitable
distribution  and/  or  purchase  agreement.

     Due  to the distribution problems encountered with the "Blood Game" and due
to  recent  changes  in  the  entertainment industry regarding the technological
demands of producing, the Officers and Directors of Registrant have reviewed and
analyzed  the  current  business  plan  of  "producing  low  budget movies." The
business analysis concluded that the current business plan projected diminishing
returns  and  great  margins  of  risk. The technology in the movie industry was
changing  so  rapidly  that the cost for production may exceed gross revenue for

<PAGE>

"made-for-cable  and  video features." The industry trade publications predicted
that  the  following two years would see an emergence of the major movie studios
into  the  smaller  markets  such  as  "made-for-cable  and  video  features,"
independent films, and Internet programming due to the changes in market demands
for  content,  medium and genre. The Registrant also lacks the capital resources
presently  to  fund  multiple  productions  in  one  period,  which is a growing
necessity  to  compete  in  the  industry.  Accordingly,  we may seek additional
funding  from  our  existing  shareholders  or  the  public,  to attempt further
production,  but  we  have  not  determined whether such a course is in the best
interests  of  our  shareholders.

INFOMERCIALS.  Meanwhile,  an opportunity to produce and finance direct response
television  programs  arose.  An  emerging  "Direct  Response"  company, Reliant
Interactive  Media  Corp.  ("Reliant")  approached the Registrant to finance and
co-produce direct-response television and electronic retailing programs. Reliant
is a full reporting public company trading under the symbol "RIMC" on the OTCBB.
After  extensive  due  diligence, we concluded that the potential for profit and
growth  in  this new opportunity is attractive. We have accordingly expanded the
scope  of  our  business  to  include  and  emphasize  direct-response retailing
production. We have begun by entering into a contract with Reliant for financing
and co-producing three (3) direct-response television programs. In the Agreement
between  Reliant  and  Registrant, dated March 24, 1999, we provided $250,000 to
Reliant  for  production  of  three  infomercials.  In  consideration  of  this
financing,  we  received 250,000 shares of common stock of Reliant and royalties
equal  to  2% of the adjusted gross revenues received by Reliant up to a maximum
of  $625,000.  Thereafter,  the  royalty  will  be  reduced  to  1%. To date, no
royalties  have  been  paid to Registrant under this Agreement. The first of the
three  projects  did not test well and was abandoned. The remaining two projects
tested  more  favorably  and  may  yet  generate  royalty  revenues.

     In  a  separate  transaction we made a loan of $300,000 to Reliant of which
the  sum  of $113,500 is presently unpaid. The note included interest at 10% per
annum. As of December 31, 1999, principal and accrued interest owing to us stood
at  $116,906.

     As  additional  consideration  for  this loan and forebearance as to prompt
repayment,  Reliant  issued  us  an additional 5,000 shares of its common stock.

     Reliant  has  notified  Registrant that no additional financing is required
from  Registrant,  at  the  present time. We continue to correspond with Reliant
with  a view to participation in future project as may become attractive for our
investment.

     A  comparison  of  the  corresponding three months of 1999 and 1998 reflect
only  modest expenses more recently than in the former period. The difference is
due  to  the  fact  that  the  former  period  involved  considerable production
expenses,  while  the  current  period  does  not. Our operations in the current
period  have  involved  legal,  professional  and  audit  expenses  principally.


                           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

<PAGE>

                           ITEM 5.  OTHER INFORMATION

          Our  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 quotation on the
Over-the-Counter  Bulletin Board, often called  OTCBB . This Registrant's common
stock  is  not  presently  quoted  on  any  exchange  at  the  present time. 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. This Registrant wishes to
report and provide disclosure voluntarily, and will file periodic reports in the
event  that  its obligation to file such reports is suspended under the Exchange
Act.  If  and when this 1934 Act Registration is effective and clear of comments
by  the  staff, this Registrant 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 the common stock of the Registrant.

     Our  Form  10-SB  has  become effective by operation of law but has not yet
cleared  comments  by  the  Securities  and  Exchange  Commission.

     While  we have no present intention of doing so, it is possible that we may
become  the subject of a  Reverse Acquisition  at some undetermined future time.
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.  We  have  not  determined to pursue a reverse acquisition
transactions,  although we disclose that possibility, nor have we identified any
acquisition  target.  In  the event that such a transactions is determined to be
pursued,  we  cannot  project what the intentions of such an unidentified target
might be, for engaging in a reverse acquisition. We can evaluate what be believe
are the general advantages and disadvantages for such a target, in considering a
reverse  acquisition.  First, a reverse acquisition does not register any shares
of  stock  for  sale  or  for  resale.  It  is  not  a substitute for a 1933 Act
Registration  of shares for sale or resale. Shares which may be issued by us, in
connection with such an acquisition would be restricted securities and would not
be  freely  tradeable  except  in  compliance with the holding periods and other
provisions  of Rule 144. We believe that the advantage to such a target company,
in  choosing  a  reverse  acquisition  with  a  public  company  would  be  its
quotablility,  so  that a market price for its shares might be determinable, and
so that when, after such an acquisition, the new resulting company may engage in
capital  formation,  its  prospective  investors  might  obtain market quotes to
assist  them in making investment decisions. 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,  if  such a
transaction  were  determined to be pursued by us, would be associated with some
private  placements  and/or  limited  offerings  of  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  the  present  condition.

                           ITEM 6. REPORTS ON FORM 8-K

                                      None


<PAGE>

                                  EXHIBIT INDEX

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

     Exhibit  FQ1-99:  Financial  Statements  (Un-Audited)  for the three months
ended  December  31,  1999.



<PAGE>

                                   SIGNATURES


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Form  10-Q Report for the Quarter ended December 31, 1999, has been signed below
by  the  following person on behalf of the Registrant and in the capacity and on
the  date  indicated.


May  12,  2000


                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.

                                       by

/s/                    /s/                     /s/
Kirt  W.  James        J.  Dan  Sifford        Karl  E.  Rodriguez
President/Director     Secretary-Treasurer     General  Counsel
                      /Director                /Director

<PAGE>

                                 EXHIBIT FQ1-99

  UN-AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 1998, AND THE
                      THREE MONTHS ENDED DECEMBER 31, 1999

<PAGE>

                 OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                            BALANCE SHEET (UNAUDITED)
             For the fiscal years ended September 30, 1998 and 1999
                  And the three months ended December 31, 1999

<TABLE>
<CAPTION>

<S>                                                       <C>             <C>              <C>
                                                                 December 31,    September 30,
                                                                               ---------------
                                                                   1999             1999       1998
                                                          --------------  ---------------  --------
ASSETS
CURRENT ASSETS
Cash                                                      $         490   $        3,151   $150,000
                                                          --------------  ---------------  --------
TOTAL CURRENT ASSETS                                                490            3,151    150,000
OTHER ASSETS
Investments                                                     255,000          255,000          0
                                                          --------------  ---------------  --------
TOTAL OTHER ASSETS                                              255,000          255,000          0
TOTAL ASSETS                                              $     255,490   $      258,151   $150,000
                                                          ==============  ===============  ========

LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable                                                  2,644            2,644          0
Notes payable - related parties                                 139,095          125,800          0
                                                          --------------  ---------------
TOTAL LIABILITIES                                               141,739          128,444          0
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
   shares; issued and outstanding, 11,500,000 shares,
   14,810,000 shares and 14,810,000 shares respectively          14,810           14,810     11,500
Additional Paid-In Capital                                      470,818          470,818    138,500
Notes receivable - related parties                             (161,782)        (161,782)         0
Accumulated Equity (Deficit)                                   (210,095)        (194,139)         0
                                                          --------------  ---------------  --------
Total Stockholders' Equity                                      113,751          129,707    150,000
                                                          --------------  ---------------  --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                  $     255,490   $      258,151   $150,000
                                                          ==============  ===============  ========
</TABLE>

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

<PAGE>

                 OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)
             For the fiscal years ended September 30, 1998 and 1999
                  And the three months ended December 31, 1999
<TABLE>
<CAPTION>
<S>                          <C>              <C>           <C>              <C>
                                                                             From inception on
                             For the three                  For the          April 9,1998
                             months ended                   Year ended       through
                             December 31,                   September 30,    December 31,
                             ---------------
                                       1999          1998             1999                 1999
                             ---------------  ------------  ---------------  -------------------
Revenues                     $            0   $         0   $            0   $                0
                             ---------------  ------------  ---------------  -------------------
General and administrative           15,956       119,804          214,396              230,352
                             ---------------  ------------  ---------------  -------------------
Total expenses                       15,956       119,804          214,396              230,352
Net Income (Loss)                  ($15,956)    ($119,804)       ($214,396)           ($230,352)
                             ===============  ============  ===============  ===================
Other income (expense)
Interest expense                                                    (4,628)              (4,628)
Interest income                                       506           24,885               25,391
                                              ------------  ---------------  -------------------
Net Loss                            (15,956)     (119,298)        (194,139)            (209,589)
Loss per Share                     ($0.0011)     ($0.0104)        ($0.0135)            ($0.0159)
                             ===============  ============  ===============  ===================
Weighted Average
    Shares Outstanding           14,810,000   $11,478,255   $   14,393,116   $       13,144,128
                             ===============  ============  ===============  ===================
</TABLE>

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

<PAGE>

                 OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                 STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
             For the period from inception of the Development Stage
      On April 9, 1998, through September 30, 1998, for September 30, 1999
                  And the three months ended December 31, 1999

<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            10,000,000  $10,000     ($10,000)  $          0   $               0
Common Stock issued for
    cash at $0.10 per share                  1,500,000    1,500      148,500              0                   0
Net loss during period                               0        0            0              0                   0
                                            ----------  -------  ------------  -------------  -----------------
Balances at September 30, 1998              11,500,000   11,500      138,500              0             150,000
Common Stock issued for
    cash at $0.10 per share                  3,310,000    3,310      327,690              0                   0
Accrued interest on notes to related
   parties recorded as contributed capital           0        0        4,628              0                   0
Net Loss for the period                              0        0            0       (194,139)                  0
Balances at September 30, 1999              14,810,000  $14,810  $   470,818      ($194,139)  $         291,489
Net Loss for the period                              0  $     0  $         0       ($15,956)  $               0
Balances at December 31, 1999               14,810,000  $14,810  $   470,818      ($210,095)  $         275,533
</TABLE>

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

<PAGE>

                 OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                       STATEMENTS OF CASH FLOW (UNAUDITED)
             For the fiscal years ended September 30, 1998 and 1999
                  And the three months ended December 31, 1999

<TABLE>
<CAPTION>
<S>                                                        <C>              <C>          <C>
                                                                                           From inception on
                                                                    For the three               April 9,1998
                                                                    months ended                  through
                                                                    December 31,                December 31,
                                                                  ---------------
                                                                     1999         1998                 1999
                                                           ---------------  -----------  -------------------
Operating Activities
Net Income (Loss)                                                ($15,956)   ($119,298)           ($210,095)
(Increase) in interest receivable                                       0            0              (15,482)
Increase in accounts payable                                            0            0                3,644
                                                           ---------------  -----------  -------------------
Net Cash from Operations                                          (15,956)    (119,298)            (221,933)
Cash flows from investing activities
Cash paid for investments                                               0     (121,000)            (255,000)
Net cash (used) by investing activities                                 0     (121,000)            (255,000)
                                                           ---------------  -----------  -------------------
Cash flows from financing activities
Proceeds paid on notes receivable - related parties                     0            0             (246,300)
Principal received on notes receivable - related parties                0            0              100,000
Proceeds received on notes payable - related parties               13,295            0              139,095
Common stock issued for cash                                            0      240,700              481,000
Contributed capital                                                     0            0                4,628
                                                           ---------------  -----------  -------------------
Net cash provided by financing activities                          13,295      240,700              478,423
Net increase (decrease) in Cash                                    (2,661)         402                  490
Cash at beginning of period                                         3,151          -0-                  -0-
Cash as of Statement Date                                  $          490   $      402   $              490
                                                           ===============  ===========  ===================
</TABLE>

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

<PAGE>

                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999

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

Oasis  Entertainment's Fourth Movie Project, Inc. (the Company) was incorporated
on  April  9,  1998  under  the  laws  of the State of Nevada, primarily for the
purpose  of  producing  film  and  video  for  theatrical,  cable  and televised
releases.

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  September  30  year  end.

c.  Cash  and  Cash  Equivalents

Cash  equivalents  include short-term, 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.  Provision  for  Taxes

At  December  31,  1999,  the  Company  had  net operating loss carryforwards of
approximately  $210,000 that may be offset against future taxable income through
2014.  No tax benefit has been reported in the financial statements, because the
Company  believes there is a 50% or greater chance the carryforwards will expire
unused.  Accordingly,  the  potential tax benefits of the loss carryforwards are
offset  by  a  valuation  amount  of  the  same  amount.

f.  Additional  Accounting  Policies

Additional  accounting  policies  will  be  established  once  planned principal
operations  commence.

<PAGE>

                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999


NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
(Continued)

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.

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 produce and earn revenues from the sale of 'B genre'
movies.  Until  this  occurs,  shareholders  of  the  Company  have committed to
meeting  the  Company's  operating  expenses.

NOTE  3  -  ROYALTY  AGREEMENT  -  RELATED  PARTY

On  March  24,  1999,  the  Company  entered  into  an  agreement  with  Reliant
Interactive  Media  Corporation ("Reliant"), a shareholder of the Company, under
which  the Company committed to provide funding for three "infomercials' Reliant
was to produce.  Under the terms of this agreement, the Company provided a total
of $250,000 for this purpose.  As consideration for this funding, Reliant was to
issue  250,000  restricted, post-split shares of its common stock to the Company
(see  Note  4).  Also,  Reliant agreed to pay the Company a royalty equal to two
percent  of  the  adjusted  gross revenues created by the infomercials until the
Company  had  received $625,000.  The royalty would be reduced to one percent of
the  revenues  thereafter.

As  of  December  31,  1999,  Reliant  had  produced  only  two  of  the  three
infomercials.  Both  were  unprofitable,  and  produced  no  royalties  for  the
Company.  The  third  infomercial  is  expected  to  be  produced in early 2000.

<PAGE>

                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                December 31, 1999


NOTE  4  -  INVESTMENT

On  March  24,  1999,  the  Company  entered  into  an  agreement  with  Reliant
Interactive  Media  Corporation  ("Reliant")  under  which  the Company provided
funding of $250,000 to Reliant (see Note 3).  As consideration for this funding,
Reliant  contracted to issue 250,000 restricted, post-split shares of its common
stock  to  the  Company upon completion of the funding.  The investment has been
recorded  at  its  cost  of  $250,000.

On  May  25, 1999, the Company entered into another agreement with Reliant under
which  the Company loaned $200,000 to Reliant.  As part of the consideration for
this  loan,  Reliant agreed to issue 5,000 shares of its restricted common stock
to  the Company.  The investment has been recorded at a cost of $1.00 per share,
based  on  the  determination  of  the  previous  agreement.


NOTE  5  -  NOTES  RECEIVABLE  -  RELATED  PARTIES

As of December 31, 1999, the Company had a total of $161,782 in notes receivable
from  related parties.  All of the notes are unsecured.  Three of the four notes
(totaling  $46,300) are non-interest bearing and have no specific payback terms.
The  fourth note, totaling $115,482 is receivable from Reliant Interactive Media
Corp  (see  Note  3)  and  bears  a  ten  percent  (10%)  interest  rate.

NOTE  6  -  NOTES  PAYABLE  -  RELATED  PARTIES

As of December 31, 1999, the Company had a total of $139,095 in notes payable to
related  parties.  All  of  the  notes  are  non-interest  bearing,  and have no
specific  payback  terms.  All the notes are unsecured.  A 10% interest rate has
been  imputed for these loans, which has been recorded as contributed capital in
the  financial  statements.

<PAGE>