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

                                   FORM 10-QSB

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

                    FOR THE QUARTER PERIOD ENDED SEPTEMBER 30, 2000

                                      OR

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

                       COMMISSION FILE NUMBER 0-26943

                          AMERICAN INFLATABLES, INC.
                          --------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                              95-4702570
                  --------                              ----------
       (STATE OR OTHER JURISDICTION OF                (IRS EMPLOYER
       INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

       947 NEWHALL STREET, COSTA MESA, CA                      92627
       ----------------------------------                      -----
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  949-515-1776

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR
VALUE $.01 PER SHARE

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

As of December 7, 2000, there were 8,475,330 shares of the Registrant's common
stock, $.01 par value per share, issued and outstanding.

-------------------------------------------------------------------------------


<PAGE>

                           AMERICAN INFLATABLES, INC.
                             10QSB QUARTERLY REPORT
                                      INDEX

                                                                  PAGE

PART I     FINANCIAL INFORMATION.................................  2

Item 1.    Financial Statements (unaudited)......................  3

           Balance Sheet.........................................  3

           Statement of Operations for the Three and Nine Month
             Periods Ended September 30, 2000 and 1999...........  4

           Statement of Cash Flows For the Nine Month Period
             Ended September 30, 2000 and 1999................... 5-6

           Notes to Condensed Financial Statements...............  7

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

PART II    OTHER INFORMATION..................................... 13

Item 1:    Legal Proceedings..................................... 13

Item 2:    Changes in Securities................................. 13

Item 3:    Default Upon Senior Securities........................ 14

Item 4:    Submission of Matters to a Vote of Security Holders... 14

Item 5:    Other Information..................................... 14

Item 6:    Exhibits and Reports on Form 8-K...................... 14


SIGNATURES....................................................... 15



                                        1



<PAGE>


PART I - FINANCIAL INFORMATION

NOTE REGARDING FORWARD-LOOKING STATEMENTS.

This Form 10-QSB contains forward-looking statements within the meaning of the
"safe harbor" provisions under Section 21E of the Securities Exchange Act of
1934 and the Private Securities Litigation Reform Act of 1995. We use
forward-looking statements in our description of our plans and objectives for
future operations and assumptions underlying these plans and objectives.
Forward-looking terminology includes the words "may," "expects," "believes,"
"anticipates," "intends," "projects," or similar terms, variations of such terms
or the negative of such terms. These forward-looking statements are based on
management's current expectations and are subject to factors and uncertainties,
which could cause actual results to differ materially from those, described in
such forward-looking statements. We expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained in this Form 10-QSB to reflect any change in our
expectations or any changes in events, conditions or circumstances on which any
forward-looking statement is based. Factors, which could cause such results to
differ materially from those described in the forward-looking statements, and
elsewhere in, or incorporated by reference into this Form 10-QSB.




                                        2



<PAGE>

ITEM 1   Financial Statements

                           American Inflatables, Inc.
                                  Balance Sheet
                               September 30, 2000
                                  (Unaudited)

         Assets
Current assets:
         Cash                                                $        74,275
         Accounts receivable                                         121,703
         Inventory                                                    91,086
         Prepaid expenses and other current assets                    61,357
                                                             ---------------
Total current assets:                                                348,421


Fixed assets, net:                                           $       118,505
Other assets:                                                         13,395
                                                             ---------------
                                                             $       480,321
                                                             ===============

         Liabilities and Shareholders' Deficit
Current liabilities:
         Accounts payable                                    $       55,788
         Accrued expenses                                            845,252
         Payroll taxes payable                                       270,450
         Sales deposits                                               45,298
                                                             ---------------
         Total current liabilities:                          $     1,216,788

Shareholders' deficiit:
         Common stock                                        $        84,753
         Additional paid in capital                                2,349,013
         Accumulated deficit                                      (2,920,233)
         Note receivable for sale of common stock                   (250,000)
                                                             ---------------
         Total Shareholders' deficit                              (  736,467)
                                                             ---------------
                                                             $       480,321
                                                             ===============




                 See accompanying notes to financial statements

                                       3
<PAGE>

<TABLE>
<CAPTION>
                           American Inflatables, Inc.
                             Statement of Operations
                      for the Three- and Nine-Month Periods
                        ended September 30, 2000 and 1999
                                  (Unaudited)


                                      Three-Month Periods                 Nine-Month Periods
                                  ---------------------------        ---------------------------
                                     2000             1999               2000             1999
                                  ----------       ----------        -----------      ----------
<S>                               <C>              <C>               <C>              <C>
Sales                             $  612,961       $  204,886        $ 1,453,317      $  799,386
Cost of sales                        249,233           33,192            716,235         334,592
                                  ----------       ----------        -----------      ----------
         Gross profit             $  363,728       $  171,194           $737,082      $  464,794
                                  ----------       ----------        -----------      ----------

Professional fees                     46,232           24,444          1,928,690          61,244
Payroll                               48,363           66,445            331,614         184,645
Marketing costs                      132,316           58,258            356,638         126,258
Depreciation                           9,976            6,126             45,144          13,198
Other                                 25,931           56,527            190,429         150,355
                                  ----------       ----------        -----------      ----------
                                     262,818          211,800          2,852,515         535,700
                                  ----------       ----------        -----------      ----------

Net income (Loss)                 $  100,910       $  (40,606)       $(2,115,433)     $  (70,904)
                                  ==========       ==========        ===========      ==========
Net income (Loss)
         per share, primary
         and diluted              $     0.01       $     0.00        $     (0.32)     $    (0.01)
                                  ==========       ==========        ===========      ==========

Weighted average
         number of shares         $6,967,600       $4,434,321        $ 6,541,449      $4,434,321
                                  ==========       ==========        ===========      ==========
</TABLE>




                 See accompanying notes to financial statements

                                       4
<PAGE>
<TABLE>
<CAPTION>
                           American Inflatables, Inc.
                            Statements of Cash Flows
                        for the Nine-Month Periods Ended
                           September 30, 2000 and 1999
                                  (Unaudited)

                                                            2000              1999
                                                        ------------      -----------
<S>                                                     <C>               <C>
Cash flows from operating activities:
         Net loss                                       $ 2,115,433       $   70,904
Adjustments to reconcile net loss
to net cash used in operating activities:
         Stock issued for services                      $(1,122,700)      $        0
         Depreciation                                   $   (45,144)      $  (13,198)
Increase in current assets:
         Accounts receivable                            $   121,703       $        0
         Inventory                                      $    31,486       $    8,578
         Prepaid expenses                               $     8,057       $   74,210
(Increase) decrease in current liabilities:
         Accounts payable                               $    57,512       $   38,803
         Accrued liabilities                            $  (796,552)      $   62,520
         Payroll taxes                                  $    19,050       $   39,300
         Sales deposits                                 $   (45,298)      $        0
                                                        ------------      -----------
Net cash used in operating activities:                  $   343,547       $  281,117
                                                        ------------      -----------
Cash flows from investing activities:
         Purchase of fixed assets                       $    55,749       $   14,629
         Increase in other assets                       $     6,395       $    1,662
                                                        ------------      -----------
Net cash used in investing activities:                  $    62,144       $   16,291
                                                        ------------      -----------
Net cash flows from financing activities:
         Sales of common stock                          $   332,316       $        0
         Increase in long term debt                     $         0       $  300,000
                                                        ------------      -----------
         Net increase in cash                           $    73,375       $    2,592

         Cash, beginning of period                      $       900       $    7,300
                                                        ------------      -----------
         Cash, end of period                            $    74,275       $    9,892
                                                        ============      ===========
</TABLE>


See accompanying notes to financial statements

                                       5
<PAGE>
<TABLE>
<CAPTION>
                           American Inflatables, Inc.
                            Statements of Cash Flows
                        for the Nine-Month Periods Ended
                           September 30, 2000 and 1999, continued
                                  (Unaudited)

                                                            2000              1999
                                                        ------------      -----------
<S>                                                     <C>               <C>
Supplemental Disclosures of cash flow information:
         Cash paid during the period for:
                  Interest                              $     3,065       $    1,206
                  Income taxes                          $         0       $        0

Supplemental schedule of non-cash investing and
      financing activities:
         Satisfaction of debt through issuance of
         common stock:
                  Liabilities satisfied                 $   323,000       $        0
                  Common shares issued                  $  (323,000)      $        0

Issuance of note receivable on common stock:
         Receivable on common stock                     $   250,000       $        0
         Common shares issued                           $  (250,000)      $        0
</TABLE>


                 See accompanying notes to financial statements

                                       6

<PAGE>

                    Notes to Financial Statements (Unaudited)

1.       ORGANIZATION AND BASIS OF PRESENTATION

American Inflatables, Inc. (the "Company") (a Delaware Corporation) which
provides, manufactures, and markets alternative advertising products such as
inflatables, blimps, and other custom inflatable products.

Prior to December 27, 1999 (the merger date) the Company operated as Can/Am
Marketing Group, LLC. On the merger date, the Company completed a "reverse
merger" transaction and changed its name to American Inflatables, Inc. This
"reverse merger" has been accounted for as an equity transaction. The Company's
historical financial statements are those of Can/Am Marketing Group, LLC.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING. The Company uses the accrual method of accounting and
prepares and presents financial statements that conform to generally accepted
accounting principles. 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 reported amounts of revenues and expenses during
the reporting periods. Actual results could differ from those estimates.

BASIS OF PRESENTATION. The accompanying unaudited condensed financial statements
and related notes have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments consisting of a normal recurring nature and considered necessary for
a fair presentation have been included. It is suggested that these financial
statements are read in conjunction with the annual financial statements and
notes thereto for the year ended December 31, 1999. The results of operations
for the three- (3) month and nine- (9) month periods ended September 30, 2000
are not necessarily indicative of the operating results for the year ended
December 31, 2000.

RECLASSIFICATIONS. Certain September 30, 1999 balances have been reclassified to
conform to the September 30, 2000 financial statement presentation.

INVENTORY. Finished goods and raw materials are valued at the lower of cost
(first in first out) or market, work-in-process, consisting of labor, materials,
and overhead on partially completed projects, are recorded at cost but not in
excess of net realizable value.

PROPERTY, PLANT, AND EQUIPMENT. Property, plant, and equipment are stated at
cost. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets, which generally range from three (3) years for
computer software to seven (7) years for equipment. Leasehold improvements are
amortized on a straight-line method over ten (10) years.

                                       7
<PAGE>


REVENUE AND EXPENSE RECOGNITION. Revenue from product sales are generated
primarily from the manufacturing and selling of advertising products, which
consist of inflatable blimps and other custom inflatables. The period of time
from initial order to final shipment of the product typically ranges from seven
(7) to ten (10) days. Revenue is recognized when the Company ships the product
to the client.
Expenses are recorded when incurred.

ADVERTISING. The Company follows the policy of charging the costs of advertising
to expense as incurred. The Company's significant advertising expenses are trade
show costs. The Company depreciates the tradeshow blimps over sixty (60) months.

INCOME TAXES. The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes. "

3.       INVENTORY

Inventories as of September 30, 2000, by major classification, were as follows:

           Finished goods.......................................$ 23,100
           Work-in-process........................................26,486
           Raw materials......................................... 41,500
                                                                --------
                                                                $ 91,086
                                                                ========

Inventory is valued using the first in first out ("FIFO") method.

4.       NOTES PAYABLE

Convertible notes in the amount of $300,000 were converted into common shares at
$1.00 per hare as of September 30, 2000.

5.       GOING CONCERN

The Company's financial statements are prepared using the 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. The Company has sustained significant losses and has a negative
working capital. Without the realization of additional capital, it may be
unlikely for the Company to continue as a going concern.

6.       LEASES

The Company leases a combination of offices and production facility in Costa
Mesa, California totaling 10,000 square feet. The lease is accounted for as an
operating lease, under the terms of a one- (1) year lease with ten (10) one- (1)
year consecutive renewal options.


                                       8
<PAGE>

7.       RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities. " This statement establishes accounting and
reporting standards for derivative instruments, including some derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for other hedging activities. The Company will adopt SFAS 133
in Fiscal 2001, in accordance with SFAS 137, which deferred the effective date
of SFAS 133. The adoption of this standard in Fiscal 2001 is not expected to
have a material impact on the Company's consolidated financial statements.

In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation--an interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB No. 25 to certain issues including: the
definition of an employee for purposes of applying APB Opinion 25; the criteria
for determining whether a plan qualifies as a noncompensatory plan; the
accounting consequence of various modifications to the terms of previously fixed
stock options or awards; and the accounting for the exchange of stock
compensation awards in a business combination. FIN 44 is effective July 1, 2000,
but certain conclusions in FIN 44 are applicable retroactively to specific
events occurring after either December 15, 1998 or January 12, 2000. The Company
does not expect the application of FIN 44 to have a material impact on the
Company's financial position or results of operations.

                                       9
<PAGE>


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

The Company has authorized 20,000,000 shares of $0.01 par value common stock. As
of November 1, 2000 there were 8,475,330 shares issued and outstanding.

THREE (3) MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE (3) MONTHS ENDED
SEPTEMBER 30, 1999

RESULTS OF OPERATIONS. net sales were $612,961 for the three (3) months ended
September 30, 2000, an increase of $408,575 or 199% compared to net sales of
$204,386 for the three (3) months ended September 30, 1999. The increase in
sales is due to the Company increasing its customer base. Sales for the Company
continues to grow at an increasing rate not just from repeat customers but from
new customers. The Company continues to increase its presence and exposure in
the advertising markets through increased attendance at trade shows and other
advertising mediums that provide greater exposure. The Company is currently on
aggressive growth strategy that may include entering new lines and products, and
identified various businesses that would compliment the Company's core business.

Gross margin for three (3) months ended September 30, 2000 was 59%, compared to
83% for the three (3) months ended September 30, 1999. The Company earned
$363,728 in the three (3) months ended September 30, 1999. The increase in net
sales and production efficiencies contribute to the gross margin as a percentage
of sales. The Company through its use of higher quality materials for production
which it believes decreases replacements and warranty coverage, provides a
stronger and more durable product for sale to the customer and consumer. During
Fiscal 1999 and the first quarter of Fiscal 2000 the Company ramped up and
increased production and manufacturing staff, in order to increase sales,
enabling the Company to fully utilize its production staff to increase gross
margins. This is evident by the Company's continuing ability to increase its
sales and maintain a production facility that keeps up with this growth. The
Company has begun to allocate a larger portion of its staffing to production and
has incurred a positive learning curve on the productivity of staff utilization.

The Company's marketing expense (which consists of sales expense, marketing
costs and trade show expense) totaled $132,316 for the three (3) months ended
September 30, 2000 compared to $58,258 for the three (3) months ended September
30, 1999, an increase of $74,058 or 127%. The Company during Fiscal 1999
increased its trade show presence 700% fold from Fiscal 1998 and continues to
increase its trade show presence into 2000. Management believes that the
additional trade show costs associated with this presence will be realized in
increased sales over the next year as evidenced by the Company's nine (9) months
of sales for Fiscal 2000.

The Company's total general and administrative expenses (less marketing expense)
increased by $22,913 for the three (3) months ended September 30, 2000. This
increase is due to the additional infrastructure necessary to support its
growing revenues.

                                       10
<PAGE>


NINE (9) MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE (9) MONTHS ENDED
SEPTEMBER 30, 1999

RESULTS OF OPERATIONS. Net sales were $1,453,317 for the nine (9) months ended
September 30, 2000, an increase of $653,945 or 81% compared to net sales of
$799,386 for the nine (9) months ended September 30, 1999. The increase in sales
is due to the Company increasing its customer base and new products. Sales for
the Company still continue to grow at an increasing rate not just from repeat
customers but from new customers. The Company continues to increase its presence
and exposure in the advertising markets through increased attendance at trade
shows and other advertising mediums that provide greater exposure. The Company
is currently pursuing an aggressive growth strategy that may include entering
new lines and products, and through the acquisition of complimentary businesses.
The Company has identified various businesses that would compliment the
Company's core business.

Gross margin for the nine (9) months ended September 30, 2000 was 50%, compared
to 58% for the nine (9) months ended September 30, 1999. The Company earned
gross margin of $737,082 in the nine (9) months ended September 30, 1999. The
increase in net sales and production efficiencies, still contribute to the gross
margin as a percentage of sales. The Company through its use of higher quality
materials for production which it believes decreases replacements and warranty
coverage, provides a stronger and more durable product for sale to the customer
and consumer. During Fiscal 1999 and the first quarter of Fiscal 2000 the
Company ramped up and increased production and manufacturing staff, in order to
increase sales, enabling the Company to fully utilize its production staff to
increase gross margins. This is evident by the Company's continuing ability to
increase its sales and maintain a production facility that keeps up with this
growth. The Company has begun to allocate a larger portion of its staffing to
the production and has incurred a positive learning curve on the productivity of
staff utilization.

The Company's marketing expense (which consists of sales expense, marketing
costs, and trade show expense) totaled $356,638 for the nine (9) months ended
September 30, 2000 compared to $126,258 for the nine (9) months ended September
30, 1999, an increase of $230,569 or 182%. The Company during Fiscal 1999
increased its trade show presence 700% fold from Fiscal 1998 and continues to
increase its trade show presence into 2000. Management believes that the
additional trade show costs associated with this presence will be realized in
increased sales over the next year as evidenced by the Company's nine (9) months
of sales for Fiscal 2000.

The Company's total general and administrative expenses (less marketing expense)
increased by almost $2,000,000 for the nine (9) months ended September 30, 2000.
These costs were primarily due to the Company entering into various consulting
agreements to pursue merger and acquisition candidates and other representative
functions. The Company believes these expenses of this size and magnitude to be
one time occurrences and charges to operations.


                                       11
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2000, the Company had cash and cash equivalents of $74,275, an
increase of $73,557 from $900 at December 31, 1999.

Cash used in operating activities was $343,547 during the nine- (9) month period
ended September 30, 2000. Use of cash in operating activities consisted mainly
of the net loss for the nine- (9) month period of $2,115,433, the offsetting
effects of depreciation and amortization of $45,144, a non-cash issuance of
stock for services of $1,122,700, and fluctuations in certain assets and
liabilities.

Net cash provided by financing activities for the nine- (9) month period ended
September 30, 2000 was $332,216, consisting principally of the proceeds from the
issuance of common stock.

To date, the Company has not invested in derivative securities or any other
financial instruments that involve a high level of complexity or risk. Cash has
been, and the Company contemplates that it will continue to be, used for general
operating purposes.

From time to time, the Company may evaluate potential acquisitions of products,
businesses, and technologies that may complement or expand the Company's
business. Any such transactions consummated may use a portion of the Company's
working capital and/or require the issuance of equity or debt.

The Company believes that its current cash and cash equivalent balance along
with the additional financing is insufficient to meet its working capital
expenditures through the near term and will require the Company in seeking
additional capital and/or equity. The Company is currently exploring various
financing and credit facilities and continues to conduct a private placement of
its securities.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities. " This statement establishes accounting and
reporting standards for derivative instruments, including some derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for other hedging activities. The Company will adopt SFAS 133
in Fiscal 2001, in accordance with SFAS 137, which deferred the effective date
of SFAS 133. The adoption of this standard in Fiscal 2001 is not expected to
have a material impact on the Company's consolidated financial statements.


                                       12
<PAGE>

In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation--an Interpretation of APB Opinion No. 25" ("FIN 44"). FIN 44
clarifies the application of APB No. 25 to certain issues including: the
definition of an employee for purposes of applying APB Opinion 25; the criteria
for determining whether a plan qualifies as a noncompensatory plan; the
accounting consequence of various modifications to the terms of previously fixed
stock options or awards; and the accounting for the exchange of stock
compensation awards in a business combination. FIN 44 is effective July 1, 2000,
but certain conclusions in FIN 44 are applicable retroactively to specific
events occurring after either December 15, 1998 or January 12, 2000. The Company
does not expect the application of FIN 44 to have a material impact on the
Company's financial position or results of operations.


PART II.   OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

There are no material legal proceedings to which the Company is currently a
party or to which the property of the Company is subject.

Item 2.    CHANGES IN SECURITIES

On June 30, 2000, the Registrant completed a private placement of 312,500 shares
of common stock pursuant to exemptions from prospectus requirements of
applicable securities laws in the United States, at a price of $1.00 per share
of common stock, resulting in gross proceeds to the Registrant of $312,500 from
a total of nine investors.

The offering in United States was made under the exemption from the registration
requirements under the exemption under Rule 506 of Regulation D. These offerings
were made only to sophisticated investors; that is, the investor either alone or
with his purchaser representative(s) has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of the prospective investment, or the issuer reasonably believes
immediately prior to making any sale that such purchaser comes within this
description

During the period ended June 30, 2000, the Registrant issued a total of 415,000
shares, of which (a) 400,000 shares registered pursuant to a Form S-8 were
issued to an outside third party for services for a total value of $950,000, net
proceeds to the Company of $0, and (b) 15,000 shares registered pursuant to a
Form S-8 were issued to a consultant for services to the Company for a total
value of $18,750, net proceeds of $0.

During the period ended September 30, 2000 the Company issued 323,000 shares of
its common stock upon conversion of notes payable and accrued interest totaling
$323,000. Also during this period the Company issued 1,000,000 shares of its
common stock upon exercise of warrants. The Company received a note receivable
for payment of these shares.


                                       13
<PAGE>

Item 3.    Defaults Upon Senior Securities

     None


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

     Not applicable


Item 5.    Other Information

     Not applicable


Item 6.    Exhibits and Reports on Form 8-K

     (a)      Exhibits

27.  - Financial Data Schedule

     (b)      Reports on Form 8-K

     None







                                       14
<PAGE>



                                 SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date:  December 13, 2000                    By:  /s/ Gregg Mulholland
                                            ---------------------------
                                                Gregg Mulholland
                                                Chief Executive Officer


         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

Date:  December 13, 2000                    By:  /s/ Gregg Mulholland
                                            ---------------------------
                                                Gregg Mulholland
                                                Chairman of the Board
                                                Chief Executive Officer

Date:  December 13, 2000                    By:  /s/ Jeffrey Jacobsen
                                            ---------------------------
                                                Jeffrey Jacobsen
                                                Chief Operating Officer
                                                Director

Date:  December 13, 2000                    By:  /s/ David Ariss
                                            ---------------------------
                                                David Ariss
                                                Director




                                       15