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

                                  FORM 10-KSB


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF  1934.
                    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                      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 000-28485


                            CLUBCHARLIE.COM, INC.
                          --------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                  NEVADA                             88-0380343
       -------------------------------             ------------------
       (STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)


       4275 EXECUTIVE SQUARE, SUITE 1180 LA JOLLA, CALIFORNIA   92037
       ----------------------------------------            ----------
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)


     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (877)882-5822


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

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  COMMON STOCK,
     PAR VALUE $.001 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[ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

The Registrant has not realized any revenue from operations for the year ended
December 31, 1999.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant based upon the closing price of the common
stock as of the close of business on July 15, 2000, was approximately $465,000.

As of July 15, 2000, there were 3,860,000 shares of the Registrant's common
stock, $.001 par value per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]


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<TABLE>
CLUBCHARLIE.COM, INC.
FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS

<CAPTION>
                                                            PAGE
<S>                                                         <C>
PART I

Item     1.    Description of Business                        3
Item     2.    Description of Property                        9
Item     3.    Legal Proceedings                             10
Item     4.    Submission of Matters to a Vote of            10
               Security Holders

PART II

Item     5.    Market for Common Equity and Related          10
               Stockholder Matters
Item     6.    Management's Discussion and Analysis          11
               or Plan of Operations
Item     7.    Financial Statements and Supplementary Data   13
Item     8.    Changes in and Disagreements with             23
               Accountants on Accounting and
               Financial Disclosure

PART III

Item     9.    Directors, Executive Officers,                23
               Promoters and Control Persons;
                      Compliance with Section 16(a) of
               the Exchange Act
Item     10.   Executive Compensation                        24
Item     11.   Security Ownership of Certain Beneficial      27
               Owners and Management
Item     12.   Certain Relationships and Related             27
               Transactions
Item     13.   Exhibit and Reports on Form 8-K               27
</TABLE>

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PART I

NOTE REGARDING FORWARD-LOOKING STATEMENTS.

This Form 10-KSB 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-KSB 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 include those set forth under "Risk Factors" and elsewhere in, or
incorporated by reference into this Form 10-KSB.

Item  1.  DESCRIPTION OF BUSINESS.

Business Organization.  The Company was organized January 6, 1993, under the
State of Nevada, as Lotus Enterprises, Inc. On February 1, 1993, the Company
issued 18,600 shares of its no par value common stock for $1,860. On
December 17, 1997, the State of Nevada approved the restated Articles of
Incorporation, which changed the no par value common shares to par value of
$.001. The Company increased its authorized capitalization to 25,000,000 common
shares. Additionally, the Company approved a forward stock split on the basis
of 100:1 thus increasing the outstanding common stock from 18,600 shares to
1,860,000 shares. On April 6, 1999, the State of Nevada approved the restated
Articles of Incorporation, which increased its authorized capitalization to
50,000,000 common shares. The Company changed its name to Clubcharlie.com, Inc.
On April 16, 1999, the Company issued 2,000,000 shares of its common stock to
the three board members for services valued at $2,000.

Business Of Company. We are an independent multimedia marketing company
integrating motion picture and television production with e-commerce, database
development and marketing activities. We plan to enter the marketplace for
children's goods, services and entertainment, earning revenue on the Internet
through transaction activity access fees, sales commissions and the delivery of
value-added benefits and services to both buyers and sellers. We also intend to
produce and distribute family films as an independent television and motion
picture production company.

Our Website. We intend to develop and maintain a website concentrating on
children and families. We believe our website will provide visitors with
meaningful content and services, products and loyalty benefits from both online
vendors and offline merchants. Our intent is to create a "virtual community"
between kids and their families, on the one hand, and corporate partners,
on-line vendors and off-line merchants on the other hand. We anticipate that
our website will feature (i) interactive chat and bulletin boards; (ii) product
information; (iii) an on-line store featuring products from vendors, service
providers and digital publishers; (iv) advice from social work professionals on
issues affecting children and their families; (v) video games, quizzes and
mind-benders; (vi) reviews on music CD's, movies, books, and video games;
(vii) contests; (viii) a "members only" benefits section; (ix) free personal
websites; (x) free e-mail; (xi) scheduled chats or interviews with experts or
celebrities; (xii) in on-line scavenger hunt that leads kids through our
merchandising sponsors' websites in order to obtain clues to solve mysteries;
(xiii) video and audio files of our productions; (xiv) a secure online portal
where investors and merchants can update their information on-line in real-
time; (xv) on-line member and vendor registration; (xvi) e-postcards and
special occasion cards containing our brand; (xvii) comic books featuring the
same characters as our productions; and (xviii) free downloads of licensed
software and game demos.

Membership Program. We anticipate that we will establish a membership program.
Those persons choosing to become members will be issued a personalized
membership card with a unique identification number. The membership card will
contain a magnetic strip that will be scanned at participating vendor locations
for instant discounts. With each transaction, the member will also receive
"points" redeemable at participating vendors and marketing partners. We believe
that this will encourage purchases while making it possible to track purchasing
trends. For each transaction using the membership card, we will earn
transaction fees.


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We intend to establish alliances with corporate partners interested in tapping
into the markets for children's products and entertainment. We will encourage
our corporate partners to establish a "dialogue" with members to determine
their interests, attitudes and purchase preferences. We anticipate that we will
be able to attract support from businesses interested in children's products
and entertainment.

Interactive Multimedia Marketing. We anticipate that we can generate additional
revenue by introducing our productions into new electronic interactive mediums,
such as (i) The Internet; (ii) Ride Simulation; (iii) Adventure Games;
(iv) Electronic Art/Performance; (v) Electronic Books; (vi) Electronic
Magazines; (vii) Interactive Education/Kids; (viii) Interactive
Entertainment/Kids; (ix) Interactive Movie/Interactive Drama; (x) Interactive
Music; (xi) Interactive Presentations/Kiosks; (xii) Interactive Storybook;
(xiii) Simulation/Strategy/Role Playing; (xiv) Twitch/Level Games; and
(xv) CD-ROM Movie Effects Studio Library.

Motion Picture and Television Production. We anticipate that we will produce
original motion pictures and television shows based on either recognizable
published story material or classic plays that have had successful theatrical
runs or have been critically acclaimed. We anticipate that this strategy will
attract recognizable talent who will adjust their normal salaries to
accommodate modestly budgeted productions. For character portrayal, we intend
to take advantage of proven talent. We, as an independent provider of made for
TV movies, intend to market of "G-rated" movies, taking advantage of what we
perceive as the need for "high-profile - low budget" classical children's and
family film productions. We believe that these types of films may be profitable
with low budgets ($3 - 5 million to produce) and the stories have built-in name
and story recognition. We intend to build a network of relationships with
theatrical, videocassette and television distributors in territories outside of
the United States. Screenplay Acquisitions. During July 1999, the Company
acquired the rights, title and interest to the original story plot entitled,
"The Misadventures of Charlie Chance" from Charlie Chance Productions, a
Canadian corporation ("Charlie Chance"). We plan to develop, produce and
distribute the film.

Current Market Conditions. We plan to supply low-budget feature films in the
markets served by independent production motion picture companies. We believe
that the low-budget feature film industry is the fastest growing area in the
motion picture film industry.

Distribution. We believe that most of our productions will be intended
primarily for foreign and domestic video distribution. However, if a project
tests positively with a research audience, we will seek third party prints and
advertising ("P&A") funds to release the picture theatrically. In such a
situation, the third party P&A source would typically receive a first position
recoupment lien against box office collection and television receipts, in
addition to a priority position for video revenues. We intend to utilize
distribution agreements to maximize revenues and increase collections,
minimizing cash outlay. The areas of distribution, which are cash or personnel
intensive (i.e. domestic theatrical or domestic and foreign video) will be
handled by established distributors.

Internet Competition. The Internet market is new, rapidly evolving and
intensely competitive. We expect competition to intensify even more in the
future. Barriers to opening a new Internet storefront are increasing.

We believe that the principal competitive factors in maintaining an Internet
website are selection, convenience, price, speed and accessibility, customer
service, quality of site content, and reliability and speed of fulfillment.
Many of our current and potential competitors have longer operating histories,
more customers, greater brand recognition, and significantly greater financial,
marketing and other resources. In addition, larger, well-established and well-
financed entities may acquire, invest in, or form joint ventures with our
competitors as the Internet, and e-commerce in general, becomes more widely
accepted.

The Internet and e-commerce are significantly competitive and competition is
expected to continue to increase significantly. There are no substantial
barriers to entry in these markets, and we expect that competition will
continue to intensify. Although we believe that the diverse segments of the
Internet market will provide opportunities for more than one supplier of
productions, products and services similar to those of ours, it is possible
that a single supplier may dominate one or more market segments. If competition
increases from these and other sources, we might have to respond to competitive
pressures by implementing pricing, marketing and other programs, or seeking
additional strategic alliances or acquisitions that may be less favorable than
would otherwise be established or obtained. Any such response to competitive
pressures could materially affect our business, results of operations and
financial conditions. We also have significant competition from other online
websites in international markets, including competition from United States-
based competitors, in addition to online companies that are already well
established in those foreign markets. Many of our existing competitors, in
addition to a number of potential new competitors, have significantly greater
financial, technical and marketing resources than us.


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The market for Internet content is relatively new, rapidly changing and
significantly competitive. We expect competition for Internet content to
continue to increase and if we cannot compete effectively, our business could
be harmed. Moreover, we expect the number of websites competing for the
attention and spending of users, advertisers and sponsors to continue to
increase, because there are so few barriers to entry on the Internet. Increased
competition could result in advertising or sponsorship price reductions,
reduced margins or loss of market share, any of which could harm our business.
Competition will probably increase significantly, as new companies enter the
market and current competitors expand their services. Many of our potential
competitors will probably enjoy substantial competitive advantages, including
(i) larger numbers of users; (ii) larger numbers of advertisers; (iii) greater
brand recognition; (iv) more fully-developed e-commerce opportunities;
(v) larger technical, production and editorial staffs; and (vi) substantially
greater financial, marketing, technical and other resources. If we do not
compete effectively or if we experience any pricing pressures, reduced margins
or loss of market share resulting from increased competition, our business
could be adversely affected. In the future, we expect to have competition in
the various special interests, demographic and geographic markets addressed by
media properties that are being developed. This competition may include
companies that are larger and better capitalized than we are and that has
expertise and established brand recognition in these markets. There can be no
assurance that our competitors will not develop Internet-related products and
services that are superior to those of ours or that achieve greater market
acceptance than our productions, products or services.

Technological Changes. Our future success is substantially dependent upon
continued growth in the use of the Internet. E-commerce and the distribution of
goods and services over the Internet are relatively new, and predicting the
extent of further growth, if any, is difficult. There can be no assurance that
communication or commerce over the Internet will increase or that extensive
content will continue to be provided over the Internet. The Internet may not
prove to be a viable commercial marketplace for a number of reasons, including
lack of acceptable security technologies, potentially inadequate development of
the necessary infrastructure, such as a reliable network system, or timely
development and commercialization of performance improvements, including high
speed modems. In addition, to the extent that the Internet continues to
experience significant growth in the number of users and use, there can be no
assurance that the Internet infrastructure will continue to be able to support
the demands placed upon it by such potential growth or that the performance or
reliability of the Internet will not be adversely affected by this continued
growth. If use of the Internet does not continue to increase, or if the
Internet infrastructure does not effectively support growth that may occur, our
business, operating results, and financial condition would be materially and
adversely affected.

The market for Internet products and services is characterized by rapid
technological developments, evolving industry standards and customer demands,
and frequents new product introductions and enhancements. For example, to the
extent that higher bandwidth Internet access becomes more widely available
using cable modems or other technologies, we may be required to make
significant changes to the design and content of our online properties in order
to compete effectively. Our failure to adapt to these or any other
technological developments effectively could adversely affect our business,
operating results, and financial condition. Increasing users is critical to
increasing revenues. If we cannot increase the number of our users we may not
be able to generate additional revenues, which could leave us unable to
maintain or grow our business. To increase the number of our users, we must
(i) expand our content and communities; (ii) expand our network of distribution
partners; and (iii) increase brand recognition by advertising and syndication.
If we do not achieve these objectives to increase the number of our users, our
business could be harmed. Additionally, a significant element of our business
strategy is to develop loyal online communities, because we believe such
communities help retain actively engaged users. However, the concept of
developing these communities on the Web is unproven, and if we are not
successful, then it may be more difficult to increase the numbers of our users.


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If the Internet infrastructure continues to be unreliable, access to our
website may be impaired and our business may be harmed. Our success depends in
part on the development and maintenance of the Internet infrastructure. If this
infrastructure fails to develop or be adequately maintained, our business would
be harmed, because users may not be able to access our website. Among other
things, development and maintenance of a reliable infrastructure will require a
reliable network with the necessary speed, data capacity, security and timely
development of complementary products for providing reliable Internet access
and services. The Internet has experienced, and is expected to continue to
experience, significant growth in number of users and amount of traffic. If the
Internet continues to experience increased numbers of users, frequency of use
or increased bandwidth requirements, the Internet infrastructure may not be
able to support these increased demands or perform reliably. The Internet has
experienced a variety of outages and other delays as a result of damage to
portions of our infrastructure, and could experience additional outages and
delays in the future. These outages and delays could reduce Internet usage and
traffic on our website. In addition, the Internet could lose its viability
because of delays in the development or adoption of new standards and protocols
to handle increased levels of activity. If the Internet infrastructure is not
adequately developed or maintained, marketing and distribution of products and
services on our website may be reduced.

Our systems may fail due to natural disasters, telecommunications failures and
other events, any of which would limit user traffic. Fire, floods, earthquakes,
power loss, telecommunications failures, break-ins and similar events could
damage our communications hardware and computer hardware operations for our
website and cause interruptions in our services. Computer viruses, electronic
break-ins or other similar disruptive problems could cause users to stop
visiting our website. If any of these circumstances were to occur, our business
could be harmed. Our insurance policies may not adequately compensate us for
any losses that may occur due to any failures of or interruptions in our
systems. We do not presently have a formal disaster recovery plan. Our website
will eventually be required to accommodate a significant traffic and deliver
frequently updated information. The website may experience slower response
times or decreased traffic for a variety of reasons. In addition, our users
will depend on Internet Service Provides ("ISP's"), Online Service Provides
("OSP's") and other website operators for access to our website. Many of these
providers and operators have experienced significant outages in the past, and
could experience outages, delays and other difficulties due to system failures
unrelated to our systems. Any of these system failures could harm our business.

Competition In The Film Industry. The business in which we engage is
significantly competitive. Each of our primary business operations is subject
to competition from companies, which, in some instances, have greater
production, distribution and capital resources than us. We compete for
relationships with a limited supply of facilities and talented creative
personnel to produce our films. We will compete with major motion picture
studios, such as Warner Brothers and The Walt Disney Company, in addition to
animation production companies, including Hanna Barbara and Film Roman, for the
services of writers, animators, actors and other creative personnel and
specialized production facilities. We also anticipate that we will compete with
a large number of United States-based and international distributors of
children's films, including The Walt Disney Company, Warner Brothers, and
Nickelodeon in the production of films expected to appeal to international
audiences. More generally, we anticipate we will compete with various other
leisure-time activities, such as home videos, movie theaters, personal
computers and other alternative sources of children's entertainment.

The production and distribution of theatrical productions, television
animation, videocassettes and video disks are significantly competitive
businesses, as each competes with the other, in addition to other forms of
entertainment and leisure activities, including video games and on-line
services, such as the Internet. There is also active competition among all
production companies in these industries for services of producers, directors,
actors and others and for the acquisition of literary properties. The increased
number of theatrical films released in the United States has resulted in
increased competition for theater space and audience attention. Revenues for
film entertainment products depend in part on general economic conditions, but
the competitive situation of a producer of films is still greatly affected by
the quality of, and public response to, the entertainment product that such
producer makes available to the marketplace. There is strong competition
throughout the home video industry, both from home video subsidiaries of
several major motion picture studios and from independent companies, as well as
from new film viewing opportunities such as pay-per-view.


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We also anticipate competing with several major film studios, such as Paramount
Communications; MCA/Universal; Sony Pictures Entertainment; Twentieth Century
Fox; Time Warner; and MGM/UA Inc., which are dominant in the motion picture
industry, in addition to numerous independent motion picture and television
production companies, television networks and pay television systems, for the
acquisition of literary properties, the services of performing artists,
directors, producers, other creative and technical personnel, and production
financing.

Our management believes that a production's theatrical success is dependent
upon general public acceptance, marketing technology, advertising and the
quality of the production. Our productions will compete with numerous
independent and foreign productions, in addition to productions produced and
distributed by a number of major domestic companies, many of which are
divisions of conglomerate corporations with assets and resources substantially
greater than that of ours. Our management believes that in recent years there
has been an increase in competition in virtually all facets of our business.
The growth of pay-per-view television and the use of home video products may
have an effect upon theater attendance and non-theatrical motion picture
distribution. As we may distribute productions to all of these markets, it is
not possible to determine how our business will be affected by the
developments, and accordingly, the resultant impact on our financial
statements. In the distribution of motion pictures, there is very active
competition to obtain bookings of pictures in theaters and television networks
and stations throughout the world. A number of major motion picture companies
have acquired motion picture theaters. Such acquisitions may have an adverse
effect on our distribution endeavors and our ability to book certain theaters
which, due to their prestige, size and quality of facilities, are deemed to be
especially desirable for motion picture bookings. In addition, our ability to
compete in certain foreign territories with either film or television product
is affected by local restrictions and quotas. In certain countries, local
governments require that a minimum percentage of locally produced productions
be broadcast, thereby further reducing available time for exhibition of our
productions. There can be no assurance that additional or more restrictive
theatrical or television quotas will not be enacted or that countries with
existing quotas will not more strictly enforce such quotas. Additional or more
restrictive quotas or stringent enforcement of existing quotas could materially
and adversely affect our business by limiting our ability to fully exploit our
productions internationally.

Government Regulation of the Internet and Legal Uncertainties. We are not
currently subject to direct regulation by any government agency in the United
States, other than regulations applicable to businesses generally, and there
are currently few laws or regulations directly applicable to access to commerce
on the Internet. Because of the increasing popularity and use of the Internet,
it is possible that a number of laws and regulations may be adopted with
respect to the Internet, relating to issues such as user privacy, pricing and
characteristics and quality of products and services. For example, we may be
subject to the provisions of the recently enacted Communications Decency Act
("CDA"). Although the constitutionality of the CDA, the manner in which the CDA
will be interpreted and enforced and its on our operations cannot be
determined, it is possible that the CDA could expose us to substantial
liability. The CDA could also reduce the growth in the use of the Internet
generally and decrease the acceptance of the Internet as a communications and
commercial medium, and could, thereby, have a material adverse effect on our
business, results of operations and financial condition.


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A number of other countries have enacted or may enact laws that regulate
Internet content. Other nations, including Germany, have taken actions to
restrict the free distribution of material on the Internet, and the European
Union has recently adopted privacy and copyright directives that may impose
additional burdens and costs on our international operations. In addition,
several telecommunications carriers are attempting to have telecommunications
over the Internet regulated by the Federal Communications Commission ("FCC") in
the same manner as other telecommunications services. For example, America's
Carriers Telecommunications Association ("ACTA") has filed a petition with the
FCC for this purpose. In addition, because the growing popularity and use of
the Internet has burdened the existing telecommunications infrastructure and
many areas with high Internet use have begun to experience interruptions in
telephone service, local telephone carriers, such as Pacific Bell, have
petitioned the FCC to regulate ISPs and OSPs in a manner similar to long
distance telephone carriers and to impose access fees on the ISPs and OSPs. If
either of these petitions is granted, or the relief sought therein is otherwise
granted, the costs of communicating on the Internet could increase
substantially, potentially slowing the growth in use of the Internet, which
could in turn decrease the demand for our productions, products and services.

A number of proposals have been made at various federal, state and local
agencies that would impose additional taxes on the sale of goods and services
on the Internet. Such proposals, if adopted, could substantially impair the
growth of e-commerce, and could adversely affect our opportunity to derive
financial benefit from such activities. In addition, a number of other
countries have announced or are considering additional regulation in many of
the foregoing areas. Such laws and regulations, if enacted in the United States
or abroad, could fundamentally impair our ability to attract corporate
participation in our business, or substantially increase the cost of doing so,
which would have a material adverse effect on our business, operating results,
and financial condition. Moreover, the applicability to the Internet of the
existing laws governing issues such as property ownership, copyright,
defamation, obscenity, and personal privacy is uncertain, and we may be subject
to claims that our products and services violate such laws. Any such new
legislation or regulation in the United States or abroad or the application of
existing laws and regulations to the Internet could have a material adverse
effect on our business, operating results, and financial condition.

Website Security and Privacy. Concerns about transactional security may hinder
our sale of products and services and e-commerce in general. A significant
barrier to e-commerce is the secure transmission of confidential information on
public networks. Any breach in our proposed security could expose us to a risk
of loss or litigation and possible liability. We may rely on encryption and
authentication technology licensed from third parties to provide secure
transmission of confidential information. As a result of advances in computer
capabilities, new discoveries in the field of cryptography or other
developments, a compromise or breach of the algorithms we anticipate using to
protect customer transaction data may occur. A compromise of our security could
severely harm our business. A party who is able to circumvent our security
measures could misappropriate proprietary information, including customer
credit card information, or cause interruptions in the operation of our
proposed website. We may be required to spend significant funds and other
resources to protect against the threat of security breaches or to alleviate
problems caused by these breaches. However, protection may not be available at
a reasonable price or at all. Concerns regarding the security of e-commerce and
the privacy of users may also inhibit the growth of the Internet as a means of
conducting commercial transactions.

Our efforts to sell products and services may expose us to product liability
claims. We have no experience in the sale of products online and the
development of relationships with manufacturers or suppliers of these products.
Persons who purchase products may sue us if any of the products purchased from
our website are defective, fail to perform properly or injure the user.
Liability claims could require us to spend significant time and money in
litigation or to pay significant damages. As a result, any such claims, whether
or not successful, could severely harm our business.


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Our success and ability to compete may be significantly dependent on our
proprietary content. We anticipate that we will rely exclusively on copyright
law to protect our proprietary content. Although we will take action to protect
our proprietary rights, that action may not be adequate to prevent the
infringement or misappropriation of the content of our website. Infringement or
misappropriation of such content or intellectual property could materially harm
our business. We may be required to obtain licenses from others to refine,
develop, market and deliver new services. We cannot make assurances that we
will be able to obtain any such licenses on commercially reasonable terms, or
at all, or that rights granted pursuant to any licenses will be valid and
enforceable. Because of the global nature of the Internet, it is possible that,
although transmissions by us over the Internet originate primarily in the State
of California, the governments of other states and foreign countries might
attempt to regulate our transmissions or prosecute us for violations of their
laws. There can be no assurance that violations of local laws will be alleged
or charged by state or foreign governments, that we might not unintentionally
violate such law or that such laws will not be modified or new laws enacted, in
the future. Any of the foregoing developments could have a material adverse
effect on our business, results of operations, and financial condition.

Compliance with Government Regulation of the Film Industry. The following does
not purport to be a summary of all present and proposed federal, state and
local regulations and legislation relating to the production and distribution
of film entertainment and related products; rather, the following attempts to
identify those aspects that could affect our business. Also, other existing
legislation and regulations, copyright licensing, and, in many jurisdictions,
state and local franchise requirements, are currently the subject of a variety
of judicial proceedings, legislative hearings and administrative and
legislative proposals which could affect, in various manners, the methods in
which the industries involved in film entertainment operate.

Audiovisual works, such as television programs and motion pictures, are not
included in the terms of the General Agreement on Trade and Tariffs Treaty. As
a result, many countries, including members of the European Union, are able to
enforce quotas that restrict the number of United States produced feature
films, which may be distributed in such countries. Although the quotas
generally apply only to television programming and not to theatrical
exhibitions of motion pictures, there can be no assurance that additional or
more restrictive theatrical or television quotas will not be enacted or that
existing quotas will not be more strictly enforced. Additional or more
restrictive quotas or more stringent enforcement of existing quotas could
materially or adversely limit our ability to exploit our productions
completely.

Voluntary industry embargo's or United States government trade sanctions to
combat piracy, if enacted, could impact the amount of revenue that we realize
from the international exploitation of our productions. The Motion Picture
Industry, including us, may continue to lose an indeterminate amount of revenue
as a result of motion picture piracy. The Code and Ratings Administration of
the Motion Picture Association of America assigns ratings indicating age group
suitably for the theatrical distribution for motion pictures. United States
television stations and networks, in addition to foreign governments, impose
additional restrictions on the content of motion pictures, which may restrict,
in whole or in part, theatrical or television exhibitions in particular
territories. Congress and the Federal Trade Commission are considering, and in
the future may adopt, new laws, regulations and policies regarding a wide
variety of matters that may affect, directly or indirectly, the operation,
ownership and profitably of our business.

Employees. We currently have two (2) full-time employees.


Item  2.  Description of Property

The Company's Facilities. Through June 30, 2000, the Company occupies
facilities provided by the Company's directors at no charge to the Company. The
office space was located at 10717 Wilshire Boulevard, Suite 1104, Los Angeles,
California 90024. The Company has moved it's corporate offices to 4275
Executive Square, Suite 1180, La Jolla, California 92037. The offices are part
of an executive suite with secretarial services. The Company rents the space on
a monthly basis between $300 to $500 per month based on usage of services.


                                   -  9 -
===============================================================================
<PAGE>

Item  3.  LEGAL PROCEEDINGS

The Company is not subject to any material litigation nor, to the Company's
knowledge, is any material litigation currently threatened against the Company.


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

There have been no matters requiring a vote put forth.


PART II


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

The Company participated in the OTC Bulletin Board, an electronic quotation
medium for securities traded outside of the NASDAQ Stock Market, under the
trading symbol "CLUC". The Company's common stock has closed at a low of $1/32
and a high of $2 7/16 for the 52-week period ending January 20, 2000. As of
January 21, 2000, the Company failed to comply with eligibility requirements
specified in Rule 6530 and therefore should have been delisted from the OTC
Bulletin Board on January 21, 2000. However, although the Company notified the
OTC Bulletin Board Compliance Unit of its failure to so comply, the Company was
not de-listed until March 8, 1999. The Company anticipates that it will be re-
listed to trade on the OTC Bulletin Board after the Company's Form 10-KSB has
been reviewed by the appropriate regulatory authorities.

                                                    PRICE
                                          --------------------------
            QUARTER ENDED                  HIGH                LOW
          ------------------              ------              ------
              March 31, 1999              $0.00               $0.00
               June 30, 1999              $0.56               $0.25
          September 30, 1999              $2.43               $0.43
           December 31, 1999              $2.43               $0.45

The Company is authorized to issue 50,000,000 shares of $.001 par value common
stock. As of July 15, 2000, 3,860,000 shares of the Company's common stock were
issued and outstanding to 30 shareholders of record. The Company believes that
there are 100 shareholders that hold shares of the Company's common stock in
street name.

As of June 30, 2000, there were no warrants to purchase common stock
outstanding. There have been no cash dividends declared on the Company's common
stock since the Company's inception. The Company has not yet adopted any policy
regarding payment of dividends.

Changes in Securities. The Company has not issued any equity securities during
the year ended December 31, 1999 which were not registered under the Securities
Act of 1933, as amended.

Penny Stock Regulation. The Commission has adopted rules that regulate broker-
dealer practices in connection with transactions in "penny stocks". Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted
on the NASDAQ system, provided that the exchange or system provides current
price and volume information with respect to transactions in such securities).
The penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which (i) contained a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (ii) contained a description of
the broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to violation to such duties or other
requirements of Securities' laws; (iii) contained a brief, clear, narrative
description of a dealer market, including "bid" and "ask" prices for penny
stocks and significance of the spread between the "bid" and "ask" price;
(iv) contains a toll-free telephone number for inquiries on disciplinary
actions; (v) defines significant terms in the disclosure document or in the
conduct of trading in penny stocks; and (vi) contains such other information
and is in such form (including language, type, size and format), as the
Commission shall require by rule or regulation. The broker-dealer also must
provide, prior to effecting any transaction in penny stock, the customer
(i) with bid and offer quotations for the penny stock; (ii) the compensation of
the broker-dealer and its salesperson in the transaction; (iii) the number of
shares to which such bid and ask prices apply, or other comparable information
relating to the depth and liquidity of the market for such stock; and
(iv) month account statements showing the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written acknowledgment of the receipt of a risk disclosure statement, a written
agreement to transactions involving penny stocks, and a signed and dated copy
of a written suitably statement. These disclosure requirements may have the
effect of reducing the trading activity in the secondary market for a stock
that becomes subject to the penny stock rules. If any of the Company's
securities become subject to the penny stock rules, holders of those securities
may have difficulty selling those securities.


                                   - 10 -
===============================================================================
<PAGE>

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

SECURITIES LITIGATION REFORM ACT.

Except for the historical information contained herein, the matters discussed
in this Form 10-KSB are forward-looking statements which involve risks and
uncertainties, including but not limited to economic, competitive, governmental
and technological factors affecting the Company's operations, markets,
products, services, prices, and other factors discussed in the Company's
filings with the Securities and Exchange Commission.

PLAN OF OPERATION.

We have not realized any revenue from operations. The Company generated no
revenues during the year ended December 31, 1999, and management does not
anticipate any revenue until following the completion and production of the
movie and the Internet affinity program.

The Company's capital is limited. The Company anticipates operational costs
will be limited until such time as significant work has been undertaken
regarding the film and television series production, the marketing of planned
productions, and sponsorship programs.

We believe that the main sources of our revenue will be (i) film and television
series production revenues from foreign distribution and domestic theatrical,
home video, pay-per-view, pay cable and basic cable distribution;
(ii) commission or other compensation received from the sale of our products or
our corporate partners' products and services; (iii) advertising and
sponsorship revenues earned from website banner ads and web-based publications;
(iv) enrollment and annual renewal fees of as much as $10 per card holder
charged by attributing "negative point" balances to membership cards;
(v) transaction fees on any loyalty purchases made by our card holders on our
website or at a point-of sale at a participating merchant location;
(vi) interest earned on money being held by us for the future redemption of
membership points; (vii) breakage revenues received from unredeemed points; and
(viii) database access fees.


                                   - 11 -
===============================================================================
<PAGE>

Our success is materially dependent upon our ability to satisfy additional
financing requirements. We are reviewing our options to raise substantial
equity capital. In order to satisfy our requisite budget, management has held
and continues to conduct negotiations with various investors. We anticipate
that these negotiations will result in additional investment income for us. To
achieve and maintain competitiveness, we may be required to raise substantial
funds. Our forecast for the period for which our financial resources will be
adequate to support our operations involves risks and uncertainties and actual
results could fail as a result of a number of factors. We anticipate that we
will need to raise additional capital to develop, promote and conduct our
operations. Such additional capital may be raised through public or private
financing as well as borrowings and other sources. There can be no assurance
that additional funding will be available under favorable terms, if at all. If
adequate funds are not available, we may be required to curtail operations
significantly or to obtain funds through entering into arrangements with
collaborative partners or others that may require us to relinquish rights to
certain products and services that we would not otherwise relinquish.

Liquidity and Capital Resources. The Company has no cash as of
December 31, 1999.

At July 14, 2000, the Company had no material commitments for capital
expenditures. The Company is dependent upon its ability to raise additional
financing through various means. The Company has borrowed funds from an
unrelated party at a nominal interest rate; the total amount drawn against this
line of borrowings is approximately $87,500 as of July 14, 2000.

Expenses. During 1999, the Company incurred $125,000 in salaries, $15,273 in
marketing costs, $18,106 in research and development costs, and $22,381 in
legal fees associated with its business operations compared with $0.00 for all
of these categories in 1998. The Company also incurred $26,276 in general and
administrative expenses during 1999, compared with $1,100 for 1998.

Impact of the Year 2000. The Year 2000 (commonly referred to as "Y2K") issue
results from the fact that many computer programs were written using two,
rather than four, digits to identify the applicable year. As a result, computer
programs with time-sensitive software may recognize a two-digit code for any
year in the next century as related to this century. For example, "00", entered
in a date-field for the year 2000, may be interpreted as the year 1900,
resulting in system failures or miscalculations and disruptions of operations,
including, among other things, a temporary inability to process transactions or
engage in other normal business activities. While it is still too soon to state
positively that the Y2K transition has passed without mishap, we believe that
Y2K issues will not have a material adverse affect on our business.


                                   - 12 -
===============================================================================
<PAGE>

Item  7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


                           CLUBCHARLIE. COM, INC.
                     (FORMERLY LOTUS ENTERPRISES, INC.)
                        (A Development Stage Entity)

                            Financial Statements
                       as of and for the years ended
                         December 31, 1998 and 1999
                                 and from
                        Inception (January 6, 1993)
                         through December 31, 1999


<TABLE>
                              TABLE OF CONTENTS
<CAPTION>

                                                                    Page
<S>                                                                 <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . .  1

Audited Financial Statements:

     Balance Sheets  . . . . . . . . . . . . . . . . . . . . . . . .  2

     Statements of Operations  . . . . . . . . . . . . . . . . . . .  3

     Statements of Stockholders' Equity. . . . . . . . . . . . . . .  4

     Statements of Cash Flows  . . . . . . . . . . . . . . . . . . .  5

     Notes to Financial Statements  . . . . . . . . . . . . . . . . .6-9


                                   - 13 -
===============================================================================
<PAGE>

                         Independent Auditors' Report


To:   The Board of Directors of
      Clubcharlie.com, Inc.

We have audited the accompanying balance sheet of Clubcharlie.com, Inc. (a
Nevada corporation) as of December 31, 1999 and the related statements of
operations, stockholders' equity and cash flows for the period then ended and
from Inception (January 6, 1993) through December 31, 1999. These statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these statements based on our audit. The financial
statements of Clubcharlie.com, Inc. as of December 31, 1998 were audited by
other auditors whose report dated May 19, 1999, on those statements included an
explanatory paragraph that described the going concern uncertainty discussed in
Note 3 to the financial statements.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 audit provides a reasonable basis
for our opinion.

In our opinion, the 1999 financial statements referred to above present fairly,
in all material respects, the financial position of Clubcharlie.com, Inc. as of
December 31, 1999 and the results of its operations and cash flows for the
period then ended and from Inception (January 6, 1993) through
December 31, 1999, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has minimal capital resources presently available to
meet obligations that normally can be expected to be incurred by similar
companies, and with which to carry out its planned activities. These conditions
raise substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters are also described in Note 3.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the company
cannot continue in existence.

STRABALA, RAMIREZ & ASSOCIATES, INC.

July 14, 2000
Irvine, California

                                      1

                                   - 14 -
===============================================================================
<PAGE>

</TABLE>
<TABLE>

                           CLUBCHARLIE. COM, INC.
                     (FORMERLY LOTUS ENTERPRISES, INC.)
                        (A Development Stage Entity)
                               Balance Sheets
<CAPTION>

                                                         12/31/98    12/31/99
                                                         ---------   ---------
<S>                                                      <C>         <C>
                       ASSETS
     Current assets:
       Cash                                              $   -       $    -
       Due from related party                                -           6,777
       Prepaid expenses                                      -          13,581
                                                         ---------   ---------
         Total current assets                                -          20,358

     Screenplay rights, at cost                              -         150,000
                                                         ---------   ---------

     Total Assets                                        $    -      $ 170,358
                                                         =========   =========


          LIABILITIES AND STOCKHOLDERS'EQUITY
     Current Liabilities:
       Accounts payable and accrued liabilities          $   1,550   $ 149,182
       Related party advance                                  -         50,000
       Amounts due officers and directors                     -         27,762
                                                         ---------   ---------
         Total current liabilities                           1,550     226,944

     Related party acquisition loan for screenplay            -        150,000

     Commitments and contingencies (See Note 3)               -           -

     Stockholders' equity:
       Common stock, $0.001 par value; 50,000,000 shares     1,860       3,860
         authorized; 1,860,000 and 3,860,000 shares issued
         and outstanding at December 31, 1998 and 1999
       Deficit accumulated during development               (3,410)   (210,446)
                                                         ---------   ---------
         Total stockholders' equity                         (1,550)   (206,586)
                                                         ---------   ---------

     Total Liabilities and Stockholders' Equity          $    -      $ 170,358
                                                         =========   =========


<FN>     The accompanying notes are an integral part of these statements
</TABLE>
                                      2

                                   - 15 -
===============================================================================
<PAGE>
<TABLE>

                           CLUBCHARLIE. COM, INC.
                     (FORMERLY LOTUS ENTERPRISES, INC.)
                        (A Development Stage Entity)
                          Statements of Operations
<CAPTION>

                                              Year Ended            Inception
                                         ---------------------    (01/06/93) to
                                         12/31/98     12/31/99       12/31/99
                                         ---------   ---------       ---------
<S>                                      <C>         <C>             <C>
     Revenue                             $    -      $    -          $    -

     Costs and expenses
       Salaries                               -        125,000         125,000
       Marketing                              -         15,273          15,273
       Research and development               -         18,106          18,106
       Legal                                  -         22,381          22,381
       General and administrative            1,100      26,276          29,686
                                         ---------   ---------       ---------

     Net Loss                            $  (1,100)  $(207,036)      $(210,446)
                                         =========   =========       =========

     Net loss per share available to
       common stockholders:
       Basic and Diluted                 $  (0.00)   $  (0.06)       $  (0.10)

     Weighted average number of common
       shares outstanding                1,860,000   3,279,178       2,044,173


<FN>
     The accompanying notes are an integral part of these statements
</TABLE>
                                      3

                                   - 16 -
===============================================================================
<PAGE>
<TABLE>

                           CLUBCHARLIE. COM, INC.
                     (FORMERLY LOTUS ENTERPRISES, INC.)
                        (A Development Stage Entity)
                     Statements of Stockholders' Equity
<CAPTION>

                                                      Accumulated
                                  Common Stock          Deficit
                             ----------------------     During
                               Shares     Par Value    Development     Total
                             ---------    ---------     ---------    ---------
<S>                          <C>          <C>           <C>          <C>

Balance, December 31, 1997   1,860,000    $   1,860     $  (2,310)   $    (450)
     Net loss                                              (1,100)      (1,100)
                             ---------    ---------     ---------    ---------

Balance, December 31, 1998   1,860,000    $   1,860     $  (3,410)   $  (1,550)
     April 16, 1999;  Shares
       issued for services   2,000,000        2,000          -           2,000
     Net loss                                            (207,036)    (207,036)
                             ---------    ---------     ---------    ---------

Balance, December 31, 1999   3,860,000    $   3,860     $(210,446)   $(206,586)
                             =========    =========     =========    =========


<FN>
     The accompanying notes are an integral part of these statements
</TABLE>
                                      4

                                   - 17 -
===============================================================================
<PAGE>
<TABLE>

                           CLUBCHARLIE. COM, INC.
                     (FORMERLY LOTUS ENTERPRISES, INC.)
                        (A Development Stage Entity)
                          Statements of Cash Flows
<CAPTION>

<CAPTION>

                                              Year Ended            Inception
                                         ---------------------    (01/06/93) to
                                         12/31/98     12/31/99       12/31/99
                                         ---------   ---------       ---------
<S>                                      <C>         <C>             <C>
Cash flows from operating activities -
  Net loss                               $  (1,100)  $(207,036)      $(210,446)
    Adjustments to reconcile net loss to
    cash used in operating activities -
      Due from related party                  -         (6,777)         (6,777)
      Common stock issued for services        -          2,000           3,860

    Changes in assets and liabilities -
      Increase in prepaid expenses            -        (13,581)        (13,581)
      Increase in payables and accruals      1,100     175,394         176,944
                                         ---------   ---------       ---------
Cash used in operating activities             -        (50,000)        (50,000)

Cash flows from investing activities -
  Acquisition of screenplay rights            -       (150,000)       (150,000)
                                         ---------   ---------       ---------
Cash used in investing activities             -       (150,000)       (150,000)

Cash flows from financing activities -
  Advances from related party                 -         50,000          50,000
  Loan to acquire screenplay rights           -        150,000         150,000
                                         ---------   ---------       ---------
Cash provided by financing activities         -        200,000         200,000

  Net increase in cash                        -           -               -
  Cash, beginning of the period               -           -               -
                                         ---------   ---------       ---------

  Cash, end of the period                $    -      $    -          $    -
                                         =========   =========       =========


Supplemental information:
  No interest or taxes were paid.
  2,000,000 shares of common stock were issued for services.


<FN>
     The accompanying notes are an integral part of these statements
</TABLE>
                                      5

                                   - 18 -
===============================================================================
<PAGE>

                           CLUBCHARLIE. COM, INC.
                     (FORMERLY LOTUS ENTERPRISES, INC.)
                        (A Development Stage Entity)
                      Notes to the Financial Statements


1.     HISTORY AND OPERATIONS OF THE COMPANY

HISTORY.  The Company was organized January 6, 1993, under the laws of the
State of Nevada, as Lotus Enterprises, Inc.  On February 1, 1993, the Company
issued 18,600 shares of its no par value common stock for $1,860.  On December
17, 1997, the State of Nevada approved the restated Articles of Incorporation,
which changed the no par value common shares to par value of $.001.  The
Company increased its authorized capitalization to 25,000,000 common shares.
Additionally, the Company approved a forward stock split on the basis of 100:1
thus increasing the outstanding common stock from 18,600 shares to 1,860,000
shares.  On April 6, 1999, the State of Nevada approved the restated Articles
of Incorporation, which increased its authorized capitalization to 50,000,000
common shares.  The Company changed its name to Clubcharlie.com, Inc.  On
April 16, 1999, the Company issued 2,000,000 shares of its common stock to the
three board members for services valued at $2,000.

OPERATIONS.  Planned principal operations have not yet commenced; activities to
date have been limited to forming the Company, assembling a management and
consultant team, obtaining initial capitalization and searching for talent.  In
accordance with Statement of Financial Accounting Standard No.7, "Accounting
and Reporting by Development Stage Enterprises," the Company is considered a
development stage company.  However, the Company owns screenplay rights to "The
Misadventures of Charlie Chance" and intends to produce and distribute it into
the wide-screen market. See Note 3.

                                      6

                                   - 19 -
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<PAGE>

2.     SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES

CASH AND CASH EQUIVALENTS.  The Company includes cash on deposit and short-term
investments with original maturities less than ninety days as cash and cash
equivalents in the accompanying financial statements.

ACCOUNTING ESTIMATES.  The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results may differ from those estimates.

RESEARCH AND DEVELOPMENT.  Research and development costs are expensed as
incurred as required by Statement of Financial Accounting Standards No. 2,
"Accounting for Research and Development Costs."

STOCK-BASED COMPENSATION.  In accordance with the provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," (FAS 123), the Company has elected to follow Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees,"
(APB 25) and related interpretations in accounting for its employee stock
option plans.  Under APB 25, if the exercise price of the Company's employee
stock options equals or exceeds the fair value of the underlying stock on the
date of grant, no compensation is recognized.

INCOME TAXES.  The Company has made no provision for income taxes because of
financial statement and tax losses since its inception.  A valuation allowance
has been used to offset the recognition of any deferred tax assets due to the
uncertainty of future realization.  The use of any tax loss carryforward
benefits may also be limited as a result of changes in Company ownership.

CONCENTRATION OF CREDIT RISK.  The Company maintains cash and cash equivalents
with a single financial institution.  The Company performs evaluations of the
relative credit standing of the financial institution .  The Company has
not sustained losses from these instruments.

FAIR VALUE OF FINANCIAL INSTRUMENTS.  The Company considers all liquid
interest-earning investments with a maturity of three months or less at the
date of purchase to be cash equivalents.  Short-term investments generally
mature between three months and six months from the purchase date.  All cash
and short-term investments are classified as available for sale and are
recorded at market using the specific identification method; unrealized gains
and losses are reflected in other comprehensive income.  Cost approximates
market for all classifications of cash and short-term investments; realized and
unrealized gains and losses were not material.

NET LOSS PER COMMON SHARE.  Basic loss per common share (Basic EPS) excludes
dilution and is computed by dividing net loss available to common shareholders
(the numerator) by the weighted average number of common shares outstanding
(the denominator) during the period.  Diluted loss per common share (Diluted
EPS) is similar to the computation of Basic EPS except that the denominator is
increased to include the number of additional common shares that would have
been outstanding if the dilutive potential common shares had been issued.  In
addition, in computing the dilutive effect of convertible securities, the
numerator is adjusted to add back the after-tax amount of interest recognized
in the period associated with any convertible debt.  The computation of Diluted
EPS does not assume exercise or conversion of securities that would have an
anti-dilutive effect on net loss per share.  All potential common shares are
anti-dilutive; therefore, Basic EPS equal Diluted EPS.

                                      7

                                   - 20 -
===============================================================================
<PAGE>

3.     COMMITMENTS AND CONTINGENCIES

GOING CONCERN CONTINGENCY.  The Company has minimal capital resources presently
available to meet obligations that normally can be expected to be incurred by
similar companies, and with which to carry out its planned activities.  These
factors raise doubt about the Company's ability to continue as a going concern.
Management is seeking additional equity financing to fund planned operations;
management believes actions currently being taken provide the opportunity for
the Company to continue as a going concern.  However, there is no assurance
that the Company will be able to obtain such financing.  The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty

EMPLOYMENT CONTRACTS. In August 1999, the Company executed employment contracts
with two officers providing management and marketing services and overseeing
the establishment of the Company's operations.  Each contract is for a five
year term with each officer earning $150,000 per year.  The contract includes
an additional $600 monthly to each officer for a car allowance, permits annual
increases and is renewable.  If the contract is terminated "without cause," the
Company is required to pay one year severance.

FILM PRODUCTION AND DISTRIBUTION.  The Company intends to produce and
distribute the movie "The Misadventures of Charlie Chance."  The Company is
presently searching for talent and negotiating production and distribution
contracts; these costs are not yet determinable.

4.     RELATED PARTY TRANSACTIONS

SCREENPLAY ACQUISITION.  See Note 5.

RELATED PARTY ADVANCE.  The Company received an advance of $50,000 from an
uncle of an officer and director.  The advance is non-interest bearing and
payable on demand.

RENT.  The officers of the Company currently work out of their own offices and
do not allocate any charges to the Company.

RESEARCH AND DEVELOPMENT.  A director provides research and development
services to the Company, developing and maintaining the Company's web site.  As
of December 31, 1999, the Company paid $18,106 and granted 28,000 stock options
for these services. See Note 6.

DUE FROM RELATED PARTY.  The director who provides research and development
services to the Company was overpaid by $6,777.  The full balance was returned
to the Company in January 2000.

                                      8

                                   - 21 -
===============================================================================
<PAGE>

5.     SCREENPLAY RIGHTS AND OBLIGATIONS

On July 13, 1999, the Company acquired "The Misadventures of Charlie Chance"
screenplay rights from Charlie Chance Productions, a Canadian corporation.  The
screenplay, written by Zee Batal, a director and officer of the Company, owns
Charlie Chance Productions.  As noted on the face of the balance sheet, the
screenplay is carried at cost, $150,000, also Charlie Chance Productions' cost
basis.  As required by Statement of Financial Accounting Standards No. 53
"Financial Reporting by Producers and Distributors of Motion Picture Films,"
the Company will review the carrying value of the asset periodically, and if it
is determined that the screenplay will not be used in production, it will be
expensed in that period.  If by 2003, production has not been set, costs will
be charged to production overhead.

The Company acquired the screenplay for a $150,000 non-interest bearing demand
note plus royalties of 10% of net profits.  Net profits are defined as gross
receipts collected reduced by direct production services, general studio
overhead, distribution fees and distribution expenses.  The due date on the
note, originally January 13, 2000, was extended to December 31, 2000.  No
interest has been imputed as the note is between related parties, and is due in
less than one year.

6.     STOCKHOLDERS' EQUITY

DEVELOPMENT STAGE COMPANY.  Generally accepted accounting principles require
disclosing stock issued since inception for development stage companies.  The
following chart summarizes shares issued from inception January 6, 1993 to
December 31, 1999.

STOCK OPTIONS.  During the year ended December 31, 1999, the Company granted
stock options to a director to purchase up to 28,000 shares of the Company's
common stock at an exercise price of $.50 per share.  These options vested
immediately upon grant.  As of December 31, 1999, all 28,000 options remain
outstanding.

<TABLE>
                                                  Common Stock
                                             ---------------------    Paid in
                                              Shares     Par Value    Capital
                                             ---------   ---------   ---------
<S>                                          <C>         <C>         <C>
Balance, Inception (January 6, 1993)              -      $    -      $    -
  February 1, 1993; Shares issued for cash,
    net of offering costs                       18,600        -          1,860
  December 17, 1997; 100:1 forward
    stock split                              1,841,400        -           -
  December 17, 1997; Change in par value
    ($0 t $.001)                                  -          1,860      (1,860)
  April 16, 1999; Shares issued for services 2,000,000       2,000        -
                                             ---------   ---------   ---------
Balance, December 31, 1999                   3,860,000   $   3,860   $    -
                                             =========   =========   =========
</TABLE>

STOCK-BASED COMPENSATION.  The Company recognized no stock-based compensation
during the year ended December 31, 1999.  There would be no material difference
to compensation cost had the compensation cost been computed under FAS 123.

7.     SUBSEQUENT EVENTS

LINE OF CREDIT.  In February 2000, the Company obtained a $100,000 line of
credit from an unrelated third party at 10% per annum.  Principal and interest
are due and payable, on demand.  At July 14, 2000, draws on the line totaled
$87,500, and $12,500 remained available.


                                      9

                                   - 22 -
===============================================================================
<PAGE>

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

None.


PART III

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

The following table sets forth all of the current directors and executive
officers of the Company, their ages and the offices they hold with the Company
as of July 15, 2000. Executive officers and employees serve at the discretion
of the Board of Directors. All directors hold office until the next annual
meeting of stockholders of the Company and until their successors have been
duly elected and qualified.

DIRECTORS, EXECUTIVE OFFICERS PROMOTERS AND CONTROL PERSONS.

===============================================================================
Name                       Age           Position
-------------------------------------------------------------------------------
Glenn Chilton              36           Former President and Director
-------------------------------------------------------------------------------
Zee Batal                  40           Current President and Director
-------------------------------------------------------------------------------
Randolf Turrow             43           Director
-------------------------------------------------------------------------------
Roseanne Milliken          30           Former Director
===============================================================================

Glenn Chilton, age 36, was the President and director of the Company. Mr.
Chilton attended the University of British Columbia and studied Geography and
Marketing. Mr. Chilton's professional memberships include the American
Marketing Association; the Canadian Marketing Association; and the Vancouver
Board of Trade. From June 1985 to June 1987, Mr. Chilton worked as a Research
Director at Tourigney, Hall and Associates on Granville Island in Vancouver,
British Columbia. From February 1986 to November 1986, Mr. Chilton worked as
the Guest Relations Supervisor for BC Pavilion Corporation in Vancouver,
British Columbia. From June 1987 to July 31, 1996, and then again from August,
1996 to the present, Mr. Chilton has been the President and Account Director
for Go Direct Marketing, a marketing agency in Vancouver, British Columbia.
Mr. Chilton resigned on July 17, 2000 from both the positions of officer and
director. There were no disagreements between the Company and Mr. Chilton.

Zee Batal, age 40, is the Vice President of Marketing and Sales and a director
of the Company. From 1977 through 1978, Mr. Batal attended the University of
Windsor. From 1996 to 1998, Mr. Batal belonged to the Vancouver chapter of the
Young Entrepreneur Association. Mr. Batal recently co-wrote, developed and
marketed the script entitled The Misadventures of Charlie Chance, an action
adventure children's comedy. From 1996 through 1998, Mr. Batal was the
President of Ultimate Cigar Company, a publicly-traded company where he
established manufacturing, distribution and marketing programs. Mr. Batal
currently owns a movie catering business in Vancouver. Upon Mr. Chilton's
resignation, Mr. Batal has assumed  the role of President and Chairman of
the Board.

Randolf Turrow, age 43, is a director of the Company. For four years,
Mr. Turrow studied Speech Communications at California State University, at
Northridge. Mr. Turrow also completed one year of study at the Valley College
of Law. Mr. Turrow's professional memberships include the Directors Guild of
America and the Independent Feature Project/West. From 1988 to 1992, Mr. Turrow
was the President of his own motion picture company, LA Dreams Production,
Inc., and maintained an office on the Sony Studios Lot. While with LA Dreams
Production, Inc., Mr. Turrow produced six feature films, two commercials and
two music videos. His responsibilities included writing, script breakdown,
budgeting, casting, staffing, accounting, line producing, post supervision and
marketing. Mr. Turrow is also an independent film producer.

Roseanne Milliken, age 30, was a director of the Company. From 1994 to 1998,
Ms. Milliken served as President of Shavick Entertainment Canada. In April
1998, Ms. Milliken founded Gynormous Pictures in Vancouver, British Columbia,
which has operated as an independent producer. Ms. Milliken has produced a
number of children's television series including Breaker High, Ninja Turtles
and the Magician's House for UPN, Fox Kids and the BBC. She was also Executive
in Charge of Production on over 25 movies.

All directors hold office until the next annual meeting of the shareholders and
the election and qualification of their successors. Officers are elected
annually by the Board of Directors and serve at the discretion of the Board of
Directors.

There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or
suspending for cause any license, permit or other authority to engage in the
securities business or in the sale of a particular security, or temporarily or
permanently restraining any of the officers or directors of the Company from
engaging in or continuing any conduct, practice or employment in connection
with the purchase or sale of securities, or convicting such person of any
felony or misdemeanor involving a security, or any aspect of the securities
business or of theft or of any felony, nor are the officers or directors of any
affiliate of the officers and directors so enjoined or entity so enjoined.

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

SECTION 16(a) of the securities Exchange Act of 1934, as amended, requires the
Company's directors, executive officers and persons who own more than 10% of a
class of the Company's equity securities which are registered under the
Exchange Act to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes of ownership of such registered
securities. Such executive officers, directors and greater than 10% beneficial
owners are required by Commission regulation to furnish the Company with copies
of all Section 16(a) forms filed by such reporting persons.

                                   - 23 -
===============================================================================
<PAGE>

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and on representations that no other reports
were required, no person required to file such a report failed to file on a
timely basis during fiscal 1999.


Item 10.  EXECUTIVE COMPENSATION

Receipt of Compensation Regardless of Profitability. The officers, directors
and employees of the Company may be entitled to receive significant
compensation, payments and reimbursements regardless of whether the Company
operates at a profit or a loss. Any compensation received by the officers,
directors and management personnel of the Company will be determined from time
to time by the Board of Directors of the Company. Officers, directors and
management personnel of the Company will be reimbursed for any out-of-pocket
expenses incurred on behalf of the Company.

Remuneration of Officers. Specified below, in tabular form, is the aggregate
annual remuneration of the Company's President and the most highly compensated
executive officers other than the President who were serving as executive
officers at the end of the Company's last completed fiscal year.
<TABLE>

                        SUMMARY COMPENSATION TABLE
<CAPTION>
                                    Annual Compensation                Long-Term Compensation
                              ------------------------------   --------------------------------------
                                                Other Annual   Restricted   Securities    All Other
Name and                      Salary    Bonus   Compensation     Stock      Underlying   Compensation
Principal Position    Year    ($)(1)     ($)        ($)        Awards ($)   Options(#)       ($)
------------------    ----    ------   ------   ------------   ----------   ----------   ------------
<S>                   <C>     <C>      <C>      <C>            <C>          <C>          <C>
Glenn Chilton         1999         0      -        $  500           -            -             -
Former President
and Former Director

Zee Batal             1999         0      -        $1,000           -            -             -
Current President
and Director

Randolf Turrow        1999         0      -        $  500           -            -             -
Director

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

<FN>
(1) The Company accrued salary expenses of $75,000 for both Mr. Chilton and
Mr. Balal as of December 31, 1999.  The Company as of July 15, 2000 has not
made payment on the accrued salaries.
</TABLE>

                                   - 24 -
===============================================================================
<PAGE>

<TABLE>
                    OPTION GRANTS IN THE LAST FISCAL YEAR

The following table sets forth certain information regarding stock options
granted to the named executive officers during the fiscal year ended
December 31, 1999. No stock appreciation rights were granted to these
individuals during such year.
<CAPTION>

                                  Individual Grants
                    ------------------------------------------
                    Number of     Percent of
                    Securities    Total Options
                    Underlying    Granted to       Exercise or
                    Options       Employees in     Base Price     Expiration
Name                Granted (#)   Fiscal Year(1)   ($/Sh)         Date
----                -----------   --------------   ------------   ----------
<S>                 <C>           <C>              <C>            <C>
Glenn Chilton            -              -             $0.000           --
Former President
and Former Director

Zee Batal                -              -             $0.000           --
Current President
and Director

Randolf Turrow           -              -             $0.000           --
Director
--------------------
</TABLE>

<TABLE>
               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                        FISCAL YEAR END OPTION VALUES

The following table sets forth certain information with respect to the exercise
of stock options during the fiscal year ended December 31, 1999 by the named
executive officers and the number and value of unexercised options held by each
of the named executive officers as of December 31, 1999:

<CAPTION>
                    Shares                Number of Securities Under-   Value of Unexercised
                   Acquired               lying Unexercised Options     In-the- Money Options at
                      on        Value    at Fiscal Year-End (#)        Fiscal Year-End ($)
                   Exercise   Realized   ---------------------------   ---------------------------
Name                 (#)        ($)      Exercisable   Unexercisable   Exercisable   Unexercisable
                   --------   --------   -----------   -------------   -----------   -------------
<S>                <C>        <C>        <C>           <C>             <C>           <C>
Glenn Chilton          -          -           0              0             $0              $0
Former President
and Former Director

Zee Batal              -          -           0              0             $0              $0
Current President
and Director

Raldolf Turrow         -          -           0              0             $0              $0
Director

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

<FN>
Remuneration of Directors. As of July 15, 2000, no compensation has been paid
to any of the directors of the Company for their services as directors.
</TABLE>

                                   - 25 -
===============================================================================
<PAGE>

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the Company's
Common Stock beneficially owned as of July 15, 2000 (i) by each person who is
known by the Company to own beneficially more than 5% of the Company's Common
Stock and (ii) by each of the Company's directors, Named Executive Officers and
by all executive officers and directors as a group.
<TABLE>

NAME AND ADDRESS                SHARES OWNED    PERCENTAGE OF CLASS
-----------------------------   -------------   -------------------
<S>                             <C>             <C>
Glenn Chilton, Former               500,000            12.95%
President and Former Director
Los Angeles, California

Zee Batal, Current                1,000,000            25.90%
President and Director
Los Angeles, California

Randolf Turrow, Director            500,000            12.95%
Los Angeles, California

Directors and Officers as a       2,000,000            51.8%
group

</TABLE>


Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions. On or about July 13, 1999, the Company and Charlie
Chance Productions, a Canadian corporation ("Charlie Chance") entered into an
Original Screenplay Acquisition Agreement ("Agreement"). According to the terms
of the Agreement, the Company purchased from Charlie Chance all rights, title
and interest in all properties, interests, rights and claims to the original
story plot entitled "The Misadventures of Charlie Chance". In exchange, the
Company agreed to execute a promissory note in favor of Charlie Chance in the
amount of One Hundred Fifty Thousand Dollars ($150,000.00). The promissory note
includes a repayment term of six (6) months and bore no interest. The Company
also agreed to execute a royalty agreement whereby Charlie Chance would be
entitled to ten percent (10%) of the net profits. Zee Batal, an officer and a
director of the Company, is the sole officer, sole director and sole
shareholder of Charlie Chance.

                                   - 26 -
===============================================================================
<PAGE>

The Company did not pay the $150,000.00 when it was due on January 13, 2000,
but rather negotiated a six-month extension of the due date. The Company is
conducting a private placement pursuant to Section 4(2) of the Securities Act
of 1933 ("Act") and Rule 506 of Regulation D. No shares to date have been
purchased pursuant to the private placement offering.

Affiliates of former director Thomas Stringham have provided certain website
construction services to the Company. As of December 31, 1999, the Company paid
this director $18,106 and granted 28,000 stock options for these services. The
director was overpaid by $6,777. The full balance was returned to the Company
in January 2000. The Company no longer utilizes these services.

The Company received an advance of $50,000 from an uncle of an officer and
director of the Company. The advance is non-interest bearing and payable on
demand.

Through June 30, 2000, the officers of the Company worked out of their own
offices and did not allocated any charges to the Company.

Employment Contracts. The Company entered into employment contracts with Glenn
Chilton and Zee Batal. In his capacity as President of the Company, Mr. Chilton
will receive $150,000 a year from the Company. In his capacity as Vice
President of Sales and Marketing, Zee Batal will receive $150,000 a year from
the Company. Neither officer has received any remuneration and the salaries
have been accrued and not paid as of the date of this filing.

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

          (a)  Listed below are the documents filed as a part of this report:

          1.   Financial Statements and the Independent Auditors' Report:

          2.   Financial Statement Schedules:

          3.   Exhibits:

               3.1 *     Amended and Restated Certificate of Incorporation

               3.2 *     Bylaws of the ClubCharlie.com, Inc.

              10.1 *     Original Screenplay Acquisition Agreement with
                             Charlie Chance Productions, Inc.

              10.2 *     Employment Agreement with Glen Chilton

              10.3 *     Employment Agreement with Zee Batel

              23.1       Consent of Independent Auditors

              27         Financial Data Schedule


                    *    Incorporated by reference to the Company's
                         Form 10-SB12G filed with the Securities and
                         Exchange Commission on December 13, 1999.

          (b)  The Registrant did not file any reports on Form 8-K during
               the quarter ended December 31, 1999.



                                   - 27 -
===============================================================================
<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:  July 31, 2000                   By:  /s/ Zee Batal
       -------------                            --------------
                                                Zee Batal
                                                President


     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:  July 31, 2000                   By:  /s/ Zee Batal
       -------------                            --------------
                                                Zee Batal
                                                President and Director

Date:  July 31, 2000                   By:  /s/ Randolf Turrow
       -------------                            --------------
                                                Randolf Turrow
                                                Director

                                   - 28 -
===============================================================================
<PAGE>