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

                                    FORM 20-F

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

                   For the fiscal year ended December 31, 1999
                        Commission File Number 000-23785

                                 ACTFIT.COM INC.
                   (formerly Lasermedia Communications Corp.)
               (Exact Name of Company as Specified in Its Charter)

                                 ONTARIO, CANADA
                 (Jurisdiction of Incorporation or Organization)

                 11 CHARLOTTE STREET, TORONTO, ONTARIO, M5V 2H5
                     (Address of Principal Executive Office)

              Securities registered or to be registered pursuant to
                          Section12(b) of the Act: None

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

                                  COMMON STOCK
                                (Title of Class)

          Securities for which there is a reporting obligation pursuant
                        to Section 15(d) of the Act: None

               Number of outstanding shares of the issuer's common
                    stock as of December 31, 1999: 22,769,821

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     Registrant was required to file such reports),  and (2) has been subject to
     such filing requirements for the past 90 days.

                                 YES [ ] NO [X]

                      Indicate by check mark which financial  statement item the
registrant has elected to follow:

                             Item 17 [ ] Item 18 [X]


<PAGE>


                                TABLE OF CONTENTS

SECTION                                                                     PAGE

EXCHANGE RATES OF THE CANADIAN DOLLAR..........................................2

                                     PART I

Item 1.  DESCRIPTION OF BUSINESS...............................................3
Item 2.  DESCRIPTION OF PROPERTY..............................................13
Item 3.  LEGAL PROCEEDINGS....................................................13
Item 4.  CONTROL OF COMPANY...................................................13
Item 5.  NATURE OF TRADING MARKET.............................................13
Item 6.  EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING
             SECURITY HOLDERS.................................................15
Item 7.  TAXATION.............................................................16
Item 8.  SELECTED FINANCIAL DATA..............................................18
Item 9.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS..............................19
Item 10. DIRECTORS AND EXECUTIVE OFFICERS.....................................24
Item 11. EXECUTIVE COMPENSATION...............................................25
Item 12. OPTIONS TO PURCHASE SECURITIES FROM COMPANY
             OR SUBSIDIARIES..................................................26
Item 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS.......................28

                                     PART II

Item 14. DESCRIPTION OF SECURITIES TO BE REGISTERED...........................29

                                    PART III

Item 15. DEFAULTS UPON SENIOR SECURITIES......................................29
Item 16. CHANGES IN SECURITIES, CHANGES IN SECURITY FOR
             REGISTERED SECURITIES AND USE OF PROCEEDS........................29

                                     PART IV

Item 17. FINANCIAL STATEMENTS.................................................29
Item 18. FINANCIAL STATEMENTS.................................................29
Item 19. FINANCIAL STATEMENTS AND EXHIBITS....................................29



                                       1
<PAGE>





         This report on Form 20-F,  including  Item 1  ("Business")  and Item 18
("Financial  Statements"),  contains forward looking statements regarding future
events or the future financial condition of ActFit.com Inc. and its subsidiaries
(the  "Company") that involve  certain risks and  uncertainties  discussed under
"Risk Factors" below.  Actual events or the actual future results of the Company
may differ  materially from any forward looking  statement due to such risks and
uncertainties.

                      EXCHANGE RATES OF THE CANADIAN DOLLAR

         Financial  information  in this annual  report is expressed in Canadian
dollars,  unless  otherwise  noted.  References to "CDN$" or "$" are to Canadian
dollars. The following table sets forth, for the periods indicated, the high and
low  exchange  rates,  the  average  of the  month-end  exchange  rates  and the
period-end  exchange  rate of the  Canadian  dollar in  exchange  for the United
States dollars, based upon the inverse of exchange rates reported by the Federal
Reserve  Bank of New York at the noon  buying  rates in New York  City for cable
transfers payable in the Canadian dollars as certified for customs purposes.  On
June 30, 2000 the noon buying rate was CDN$1.00 = U.S.$0.6754
<TABLE>
<CAPTION>

         FISCAL YEAR ENDED                 AVERAGE               HIGH                 LOW                CLOSE
         -----------------                 -------               ----                 ---                -----
<S>           <C>                          <C>                 <C>                  <C>                 <C>

              12/31/99                     $0.6730             $0.6935              $0.6462             $0.6928

              12/31/98                     $0.6741              0.7060               0.6484              0.6522

              12/31/97                     $0.7223              0.7424               0.6991              0.6991

              12/31/96                     $0.7334              0.7557               0.7209              0.7297

              12/31/95                     $0.7285              0.7533               0.7009              0.7331

              12/31/94                     $0.7321              0.7591               0.7198              0.7198

              12/31/93                     $0.7751              0.8046               0.7439              0.7544

              12/31/92                     $0.8272              0.8757               0.7661              0.7865
</TABLE>


                                       2
<PAGE>

                                     PART I
                                     ------

ITEM 1.  DESCRIPTION OF BUSINESS

                                   THE COMPANY

      ActFit.com Inc. ("the Company") (formerly LaserMedia  Communications Corp.
("LaserMedia"))  began  1999 as a company  which  produced  the  Active  line of
interactive fitness training CD-ROMs (Active Trainer,  Active Abs, Active Buns &
Thighs) and operated its website  www.activetrainer.com  which  supported  these
products.

         On August 5, 1999 the Company filed articles of amendment to change its
name to Actfit.com Inc.

         On August 19, 1999,  the Company,  which as LaserMedia had traded under
the ticker symbol LMCD on the Canadian  Dealing  Network Inc.  ("CDN") and under
the ticker symbol LZMCF on the NASD Over-the-counter  Bulletin Board ("OTC-BB"),
started trading on the CDN in U.S. dollars and under the new symbol ACTF.U,  and
on the OTC-BB under the new symbol ACTFF.

      Upon assuming  leadership of the Company in late 1998,  present management
had begun reorganizing and re-focusing the Company in order to take advantage of
emerging business opportunities on the Internet.

      An Advisory Committee was formed of professionals from the health, fitness
and technology sectors. Now chaired by Mr. Robert Lifton, the Advisory Committee
has since  attracted a number of notable  senior  executives  from the  medical,
entertainment, sports and financial sectors. A complete list can be found on the
ActFit.com website in the Corporate Information section.

     In 1999, its first year as an Internet company, ActFit.com Inc.  achieved a
series of successes:

o    January 1999:  Launched the Web's first interactive Virtual Health Club and
     deployed a traffic building  strategy.  Within nine months, the Company had
     built one of the largest and fastest-growing focussed-market network of web
     sites  of its kind on the  Internet.  At the end of  1999,  the  ActFit.com
     network  consisted  of more than 360  health,  fitness  and  sports-related
     alliance  sites,  with audited  traffic in excess of 3.1 million page views
     per month.

o    August 1999:  Launched  Active Trainer Online (ATO),  the online version of
     the  Company's  Active  Trainer  CD-ROM.   In  this  remarkable   technical
     achievement, ATO became the first CD-ROM program to be successfully adapted
     to delivery over the Internet.  ActFit.com  Inc. also joined a select group
     of companies such as Cisco Systems and Sun  Microsystems  in the pioneering
     of so-called "thin-client"  applications,  that is, programs delivered over
     the web.


                                       3
<PAGE>


o    September 1999:  Launched Body of Knowledge,  the most complete  electronic
     encyclopedia of weight-training  exercises  currently  available.  Designed
     expressly for the fitness club user, this program is currently  marketed to
     2 million  fitness club members  across the U.S.,  through an alliance with
     ClubSite  Internet  Network  Inc.,  which creates and manages web sites for
     more than 2000 health clubs throughout North America.

General Information

         The  headquarters  and registered  office of the Company are located in
Canada at 11 Charlotte Street, Toronto, Ontario M5V 2H5. The telephone number is
(416) 977-2001. Inquiries should be directed to Richard Hue, the Company's Chief
Executive Officer. The registrar and co-transfer agent for the Company is Equity
Transfer  Services Inc., 120 Adelaide Street West, Suite 420,  Toronto,  Ontario
M5H 4C3, Tel: (416) 361-0152.  The other  co-transfer agent is Continental Stock
Transfer & Trust Company, 2 Broadway, New York, NY 10004, Tel: (212) 509-4000.

Brief History

         The  Company  was  incorporated  under the  Business  Corporations  Act
(Ontario)  on April 20, 1964 under the name Benvan  Mines  Limited.  The company
underwent a number of name changes between 1964 and 1967.

         On June 27,  1997,  the name of the Company  was changed to  LaserMedia
Communications  Corp.  ("LaserMedia")  as part of a  transaction  in  which  the
Company  acquired all the issued and  outstanding  securities of LaserMedia Inc.
LaserMedia  Inc.'s  principal  business was the production and  distribution  of
multimedia  interactive  consumer software products in the  entertainment,  home
education and personal fitness categories.  The securities issued by the Company
in exchange for the issued and  outstanding  securities of Lasermedia  Inc. were
valued  at  CDN$8,300,000.  The  value  of  the  Company  was  determined  by an
unaffiliated  business valuation and litigation support company. The Company, at
that time had one other wholly owned subsidiary,  Verisim, Inc., which developed
Internet software.

         In 1997 the Company determined the need to move its business activities
away from diffuse and divergent  multimedia  activities  toward the more focused
core business of the delivery of health and fitness  information via interactive
electronic media and made a series of acquisitions.  The Company also started to
develop virtual reality products and services.

         In fourth quarter of 1998 the Company announced its intention to launch
"ActFit.com",  a website which the Company  believed  would be the first virtual
health and  fitness  club,  incorporating  a high level of graphic  realism  and
interactivity  on the Internet.  ActFit.com  was launched two months  later,  in
January 1999.


                                       4
<PAGE>


         At the annual and special meeting of  shareholders  in July,  1999, the
shareholders  of the Company  approved a resolution to change the Company's name
from  Lasermedia  Communications  Corp. to Actfit.com  Inc. The name change took
effect August 5, 1999.

The Market

         The Active  Lifestyle  marketplace  (health,  fitness  and sports) is a
diverse market in a rapidly growing area of consumer interest. It is reported to
be worth $80 billion in annual sales and consist of more than seventeen  million
enthusiasts in the United States alone. There are tens of thousands of suppliers
to  serve  them.  It  is  a  market  that  lends  itself  to  consolidation,  as
organizations  seek  acquisition,   merger,  co-branding  and  cross-promotional
opportunities.  The  Company  believes  it is a market  with no single  dominant
brand.

         The Company  hopes to make  "ActFit.com"  become the dominant  brand by
being  the  leading   entry  point  on  the  Internet  for  health  and  fitness
information, product and services.

ActFit.com Website

         The Company markets its "ActFit.com"  website as the central source for
Active Lifestyle  information on the Internet.  The Company provides advertisers
and sponsors targeted co-branding and  cross-promotional  opportunities  through
its "channels" or topic areas,  each of which attracts a rapidly growing core of
loyal users.

         The website was launched in January 1999, and experienced  rapid growth
in traffic almost immediately. By the end of 1999 page views were running at 3.1
million per month, as audited by ABC Interactive.

         As the Company's  strategy of developing its network  through  targeted
web hosting gains momentum,  the number of page views continues to climb and the
potential  value  of  advertising  and  sponsorship   opportunities  offered  on
"ActFit.com"  increases. To further the Company's goals, it has been negotiating
alliances with health,  fitness and sport web sites and publications  around the
world.  This network strategy has the potential of substantially  increasing the
number of page  views,  as well as  increasing  the  Company's  exposure  on the
Internet  and  conventional  media  outlets.   The  "ActFit.com"  website  sells
advertising on behalf of its network members and shares in these revenues.

         The ActFit.com website integrates innovative,  interactive content in a
media-rich  environment  including  such features as 3-D  graphics,  chat rooms,
online   training   advice,   weekly   fitness   e-zine,   workout   generators,
brand-extending  free  email  yourname@ActFit.com,  full-motion  video  exercise
demonstrations,  full-motion video celebrity  workouts and a dynamic database of
authoritative  health and fitness  information.  ActFit.com's  video  library is
currently the largest fitness-related video library on the Internet.


                                       5
<PAGE>


Interactive Content & Applications

         The Company has made a commitment  to develop the  Internet  technology
expected  to emerge  from the  deployment  of  broadband  networks.  As an early
entrant in this  medium,  the Company  expects to gain unique  expertise in this
field and developing new techniques and  applications.  The Company  through its
"ActFit.com"  website  will  also  maintain  a  low-bandwidth  presence  on  the
Internet.  Consumers  using a modem  on a  regular  telephone  line  can  access
"ActFit.com's"  content,  advertisers and sponsors through our weekly electronic
magazine, FitWeek.

         The Company will seek a  competitive  advantage as an early  entrant in
the broadband  spectrum with the "ActFit.com"  site. The Company believes it can
develop and produce  interactive  advertising  models  which are  effective  and
informative  alternatives  to the static banner  advertising and annoying pop-up
ads currently being offered on the Internet.  It is currently testing prototypes
of interactive  advertising  media that can be accessed by consumers with modems
and regular phone lines as well as high speed Internet connections.

         The media-rich  virtual  environments  of ActFit.com were developed and
produced using Macromedia Flash technology, the same technology that Microsoft's
Web TV uses for interactive television.  ActFit.com is one of the first websites
that can  create  interactive  Internet  advertising  that can be  converted  to
interactive  television.  With this pioneering  expertise,  "ActFit.com" will be
competitively  positioned to offer its clients and  associates an opportunity to
be among the first to offer advertising content which will appear on interactive
television,  which many  consider to be the future  evolution of all  television
advertising.

Brand Management & The Development of The ActFit.com Franchise

         By building a highly-visible brand and establishing a solid credibility
in a focused  market,  the Company  looks to expand its  business  interests  to
include  other  potentially  profitable  activities  which  could be operated as
proprietary ventures or licensed and managed by third parties.

         The Company may look to offer for sale such  products  and services as:
apparel,  vitamins and supplements,  books,  videotapes,  CD-ROMS,  DVD-ROMS and
television  programming  as well as provide the management of health and fitness
events  such as  competitions,  conferences,  trade  shows,  lecture  series and
on-line travel services offering specialized fitness packages.

         All of these  initiatives  introduce new  sponsorship,  advertising and
product placement  opportunities for our media-buying  customers that could lead
to many unique co-branding and cross-promotional vehicles.


                                       6
<PAGE>


Potential Sources of Revenue

         The Company will seek to generate revenues from the following sources:

 o       media sales of  advertising  space;
 o       fees for the  production of interactive advertising;
 o       sponsorship  fees for  ActFit.com  rooms,  features and webcast events;
 o       transaction fees and commissions from Shopping Center product sales;
 o       sales of downloadable  products under the "ActFit.com" brand;
 o       memberships fees for customized services;
 o       subscription fees to pay-per-view events;
 o       web hosting and site management fees from health and fitness
         organizations and publications;
 o       commission and/or share of advertising revenue from media sales on
         hosted  sites;  and o sales  of  research  data  and  analysis  of
         consumer information and trends for the health and fitness industry.

Growth Strategy

         The Company has adopted an incremental  growth  strategy to be achieved
through the targeting of  specialized  markets for its  proprietary  interactive
fitness products.

         The  identification and cultivation of these markets affords ActFit.com
the  opportunity to sell to highly focused groups of prime prospects with a high
degree of  efficiency  and little  wastage of  marketing  dollars.  Through  its
unequalled  reach, the Internet allows  re-purposed  products to penetrate these
markets anywhere in the world.

         ActFit.com has identified three such markets:

         (i)   The enormous  participatory  sports  market.  In 2000  ActFit.com
               plans  to  use  its  depth  of   knowledge  in  the  creation  of
               interactive fitness programs to tap the $40 billion participatory
               sports market.  The Company,  capitalizing on the loyal user base
               captured  by  its 16  online  "channels",  will  begin  to  serve
               highly-focused    communities   of   sports    enthusiasts   with
               conditioning, nutrition and sports medicine programs specifically
               tailored to their needs. Initially all of the most popular sports
               will  be  covered,  including  ice  hockey,  baseball,  football,
               soccer, and basketball,  with skiing,  snowboarding,  running and
               other activities to follow. Revenue will accrue from subscription
               to personalized conditioning programs, from e-commerce of related
               goods, and from leveraging of databased user information;

         (ii)  The 13 million health club members in the United States.  Through
               an alliance with  ClubSite  Internet  Network Inc.  ("ClubSite"),
               which builds  customized  websites for both independent and chain
               health clubs,  ActFit.com will be able to  electronically  market
               its online  fitness  programs  directly  to the  members of these
               clubs.   The   programs   will   be  paid   for   and   delivered
               electronically,  taking  advantage  of the  efficiency  and broad
               reach  of the  Internet.  At  year  end  1999,  ClubSite  managed
               customized  sites  for  over  2000  clubs,  with a total  of 5000
               expected to be online by the end of 2000.  The ClubSite  alliance
               affords ActFit.com access to a lucrative and burgeoning  customer
               base at a fraction of the cost of traditional  media  advertising
               and publicity campaigns; and


                                       7
<PAGE>


        (iii)  The employees of Fortune 500  companies.  The Company is entering
               into a strategic alliance with Health Systems Group Inc. ("HSG"),
               one of  Canada's  largest  developers  and  managers  of employee
               fitness and health  programs in the corporate  sector.  HSG helps
               Fortune  500-level  clients,  including  Ford  Motor  Company  of
               Canada,  Imperial Oil Limited,  Procter and Gamble,  Amex Canada,
               Rogers AT&T,  and 20 other major  companies,  reduce the enormous
               cost of employee  absenteeism,  short- and long-term  disability,
               and Workers  Compensation  Board claims.  This  acquisition  will
               allow the Company to deliver its fitness,  nutrition and wellness
               programs to a prime audience in a rapidly expanding market.

Competition

         The Active Lifestyle market is characterized by intense competition and
by rapidly changing  technology,  evolving  industry  standards and frequent new
product and service  introductions.  The Company's  competitors range from small
companies with limited resources to large companies with  substantially  greater
financial, technical and marketing resources than those of the Company.

         Management believes that competition will come from existing businesses
entering the Internet  marketplace from traditional  media such as magazines and
television.  However,  the Company has a significant  advantage in that from its
beginning,  it specialized in the creation of interactive  fitness  programs for
the electronic  media and possesses a far greater  inventory of these  materials
than late entries into the field.

         Only a small  percentage  of products or  services  introduced  in this
marketplace  achieve any degree of sustained  market  acceptance.  The principal
competitive factors guiding the success of an Internet-based  company in this or
any marketplace include perceived credibility,  reliability,  brand recognition,
ease and speed of online products, technological competency, marketing strategy,
and factors relating to rapidly  developing trends. The Company believes that it
can compete effectively in these areas but there is no assurance that it will be
able to do so successfully.

Trademarks, Logos and Tradenames

         The Company  relies upon  copyright,  trade  secret and contract law to
protect  its  proprietary  technology  in  Canada,  the  United  States  and  in
international  markets.  Such copyright protection prohibits the reproduction of
exact language and code of the Company's products and software programs but does
not effectively  protect the Company against  selective  reproduction of certain
aspects of any product or  program.  The Company  utilizes  confidentiality  and
non-competition  provisions in its employee and consultant agreements as well as
with  various  third  parties with whom it deals in order to restrict the use of
its  proprietary  technology.  There are no assurances as to the extent to which
such  agreements  will be enforceable or be able to protect the interests of the
Company.


                                       8
<PAGE>


Research and Development

         The Company has focused on developing "virtual reality products" in the
years  prior to 1999,  including  the  Active  VR and the  Virtual  Health  Club
products.  The last  fiscal  year saw the  successful  launch  of the  Company's
website at  www.ActFit.com;  a  comprehensive  interactive  health  and  fitness
website.

         The Company  plans to focus its  research  and  development  efforts on
expansion of this website and building  alliances to exploit this website to the
fullest.

Government Regulation of Environment

         There  are no  significant  rules or  regulations  in  connection  with
governmental  regulation of the environment applicable to the Company that would
have a material  effect on capital  expenditures,  earnings  or its  competitive
position. Employees

         At June 30, 2000, the Company employed 17 individuals.

Seasonal Variation

         The Company has not experienced  significant  effects of seasonality to
date;  however,  the  operating  results  of many  Internet  companies  reflects
seasonal  fluctuations.  For example, many Internet companies earn their highest
revenue and profits in the calendar  year-end  holiday season and a seasonal low
in revenue and profits in the quarter ending in June.  There can be no assurance
that the Company will not experience such trends in the future.

Risk Factors

         The following are the principal risk factors regarding an investment in
the Company:

         (a)      Limited history of operations and profitability

         The  Company  has  a  limited   operating   history  and  is  presently
         unprofitable.  The Company's  prospects  must be considered in light of
         the  risks,  expenses,  and  difficulties   frequently  encountered  by
         companies in their early stages of development,  particularly companies
         in a new and evolving market such as website development.  There can be
         no assurance  that any of the  Company's  business  strategies  will be
         successful  or that the  Company's  revenue  growth will continue on an
         annual or quarterly basis or ever become profitable.


                                       9
<PAGE>


         (b)   Potential fluctuations in quarterly operating results

         The Company  expects that its future  operating  results will fluctuate
         significantly as a result of numerous factors, including the demand for
         the  Company's   information,   consumer   products  and/or  customized
         services.  The Company's ability to develop new products,  research and
         development  activities,  the emergence of new industry standards,  the
         timing  of  customer  orders,  the  mix  of  information  and  services
         available,  competition, the mix of distribution channels employed, the
         evolving  and  unpredictable  nature of the markets  for the  Company's
         products and multimedia software, and general economic conditions.

         The Company has not experienced  significant  effects of seasonality to
         date;  however,  the operating  results of many information  technology
         companies  reflect  seasonable  fluctuations,   and  there  can  be  no
         assurance  that the  Company  will not  experience  such  trends in the
         future. As a result of the foregoing factors,  the Company's  operating
         results and the Company's stock price may be subject to volatility.

         (c)   Rapid technology change

         The  information  technology  industry  is  undergoing  rapid  changes,
         including   evolving   industry   standards,   frequent   new   product
         introduction, and changes in consumer requirements and preferences. The
         Company's success will depend upon, among other things,  its ability to
         achieve  and  maintain   technological   and  quality   leadership   by
         anticipating and developing new products and services.  There can be no
         assurance  that the  Company  will  respond  effectively  to  market or
         technological  changes,  or compete  successfully in the future. If the
         Company is unable to meet the challenge of a rapidly evolving  industry
         in a timely manner, this inability could have a material adverse effect
         on the Company's operations.

         (d)   Risks associated with new product/services development and timely
               introduction of new and enhanced products/services

         The Company's  future success will depend to a substantial  degree upon
         its  ability to enhance  its  existing  products  and  services  and to
         develop  and  introduce,  on a timely  and  cost-effective  basis,  new
         products, services and features that meet customer demands and emerging
         and evolving industry standards.  The Company budgets amounts to expend
         for research and development based on planned product introductions and
         enhancements;  however,  actual  expenditures may significantly  differ
         from budgeted expenditures. Inherent in the product development process
         is a number  of risks.  The  development  of new  online  products  and
         services is a complex and uncertain  process  requiring  high levels of
         innovation,  as well as  accurate  anticipation  of  technological  and
         market trends.



                                       10
<PAGE>



         There can be no assurance that the Company will  successfully  develop,
         introduce or manage the  transition to new products and  services.  The
         Company may experience  delays in the  introduction of its products due
         to factors  internal  and  external to the  Company.  Any delays in the
         introduction  of new or  enhanced  products  or the  inability  of such
         products to gain market acceptance could adversely affect the Company's
         operating results, particularly on a quarterly basis.

         (e)      Competition

         All aspects of the Company's business are highly competitive.  Although
         management believes that it has certain proprietary advantages over its
         competitors,  some  competitors have greater  financial,  technical and
         marketing  resources,  have established greater name recognition in the
         marketplace,  and have larger customer bases and distribution  systems.
         There can be no  assurance  that the  Company  will be able to  compete
         successfully with its existing or new competitors.

         The Company believes that its ability to compete  successfully  depends
         upon a  number  of  factors,  including,  market  presence,  access  to
         capital,  the pricing  policies of its  competitors,  and the timing of
         introductions  of new  products  and  services  by the  Company and its
         competitors.  There can be no assurances that the Company will have the
         resources  required to respond  effectively to market or  technological
         changes or to compete  successfully with current or future  competitors
         or that competitive  pressures faced by the Company will not materially
         and adversely affect its business,  operating  results and/or financial
         position.

         (f)      Risks associated with Internet Distribution

         While the number of  businesses  utilizing the Internet as a vehicle of
         product  marketing  has grown  rapidly,  it is not known  whether  this
         market will  continue to develop  such that  sufficient  demand for the
         Company's services will emerge and become sustainable. Similarly, it is
         not  known  whether  individuals  will  utilize  the  Internet  to  any
         significant  degree  as a means of  purchasing  goods and  services  or
         effecting   payment.   The  adoption  of  the  Internet  for  commerce,
         particularly by those  individuals and  enterprises  that  historically
         have relied upon  traditional  means of commerce,  will require a broad
         acceptance  of  new  methods  of  conducting  business  and  exchanging
         information.  Moreover,  the security and privacy  concerns of existing
         and  potential  users of the  Company's  services,  as well as concerns
         related to confidentiality, may inhibit the growth of Internet commerce
         generally.  The  Internet  may  not  prove  to be a  viable  commercial
         marketplace   because  of  inadequate   development  of  the  necessary
         infrastructure,  such as adequate capacity, a reliable network backbone
         or timely  development of  complementary  products,  such as high speed
         modems.  There can be no assurance that commerce over the Internet will
         become  widespread  or that a market for the  Company's  products  will
         emerge over this medium.


                                       11
<PAGE>


         (g)      Proprietary rights and risk of infringement

         The Company  relies on a combination  of copyright and trademark  laws,
         trade secrets, confidentiality procedures and contractual provisions to
         protect its proprietary  rights. The Company also believes that factors
         such as the  technological  and creative  skills of its personnel,  new
         product   developments,   frequent   product   enhancements   and  name
         recognition   are   essential  to   establishing   and   maintaining  a
         technological  leadership  position.  The Company  seeks to protect its
         software,  documentation and other written materials under trade secret
         and  copyright  laws that afford only limited  protection.  Despite the
         Company's  efforts  to protect  its  proprietary  rights,  unauthorized
         parties may  attempt to copy  aspects of the  Company's  products or to
         obtain and use  information  that the Company  regards as  proprietary.
         Policing  unauthorized  use of the  Company's  products and services is
         difficult,  and while the Company is unable to determine  the extent to
         which piracy of its multimedia products exists,  piracy can be expected
         to be a persistent  problem.  The Company  distributes  its  multimedia
         products  in the United  States and Canada.  There can be no  assurance
         that the Company will not  distribute  its  multimedia  products in the
         future to countries where the enforcement of proprietary  rights may be
         uncertain.

         (h)      Dividends

         It is the  current  policy of the  Company's  management  to retain any
         earnings to finance  the  operations  and  expansion  of the  Company's
         business and payment of  dividends on the common  shares is unlikely in
         the foreseeable future.

         (i)      Potential volatility of stock price

         The trading price of the common shares is likely to be highly  volatile
         and  may be  significantly  affected  by  factors  such  as  actual  or
         anticipated   fluctuations   in  the   Company's   operating   results,
         announcements  of  technological  innovations,   new  products  or  new
         contracts by the Company or its competitors,  developments with respect
         to the copyrights or proprietary  rights,  conditions and trends in the
         multimedia industry, adoption of new accounting standards affecting the
         multimedia  industry,  changes in  financial  estimates  by  securities
         analysts, general market conditions and other factors. In addition, the
         stock market has from time to time  experienced  significant  price and
         volume  fluctuations that have particularly  affected the market prices
         for the common stocks of  technology  companies.  The Company's  common
         shares are being traded in Canada on the Canadian  Dealing Network Inc.
         Over-the-counter   market  and  in  the  United   States  on  the  NASD
         Over-the-counter  Bulletin  Board.  The public  float is  approximately
         6,000,000  common  shares.  Broad market  fluctuations  may  materially
         adversely affect the market price of the common shares.


                                       12
<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY

         The Company's  principal  product research and development,  marketing,
sales,  customer  support,   administrative,   and  warehousing  activities  are
conducted  from an  approximately  10,000  square  feet  facility  located at 11
Charlotte  Street,  Toronto,  Ontario,  M5V 2H5.  This facility is leased to the
Company by an  unaffiliated  third party for a term of five years expiring April
16, 2002. The Company pays rent of $85,000 per annum for such facility.

         Management believes that should it be needed, suitable additional space
will be  available  to  accommodate  expansion of the  Company's  operations  on
commercially reasonable terms.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is not a party to any material pending legal proceedings.

ITEM 4.  CONTROL OF COMPANY

         As of June 30, 2000, there were no stockholders known by the Company to
be  beneficial  owners of more than 10% of the  outstanding  common stock of the
Company.  All of the Company's  officers and directors,  taken as a group (three
persons),  own less than 2% of the Company's outstanding common stock as of June
30, 2000.

         As  far as  known  to the  Company,  the  Company  is not  directly  or
indirectly  owned or controlled by another  corporation  or by any  governmental
authority.  The  Company  does  not  know  of any  arrangements  which  may at a
subsequent date result in a change in control of the Company.

ITEM 5.  NATURE OF TRADING MARKET

         On August 14, 1997 the common shares of the Company  commenced  trading
and  quotation  on the  Canadian  Dealing  Network  Inc.  ("CDN"),  which is the
over-the-counter  market in Canada.  The common  shares  traded on CDN under the
ticker symbol "LMCD" until August 19, 1999 when due to a change in the Company's
name it changed its ticker symbol to ACTF.U. On August 19, 1999 the Company also
began trading and quotation in US dollars on CDN.

         On October 20, 1998 the common  shares of the Company  began trading on
the NASD  Over-the-counter  Bulletin Board  ("OTC-BB")  under the trading symbol
"LZMCF".  On August 19, 1999 the Company changed its ticker symbol and continued
trading on the OTC-BB under the new ticker symbol ACTFF.

         The  following  tables  presents  the high and low  trading  values per
quarter of the common  stock of the Company from the date the  Company's  common
shares  commenced  trading on each of CDN and the  OTC-BB,  through to  June 30,
2000.


                                       13
<PAGE>


                              TRADING MARKET TABLE

Canadian Stock Trading Analysis (In Canadian Dollars unless otherwise indicated)

         FISCAL QUARTER                              HIGH               LOW
         --------------                              ----               ---
         1997
         ----
         August 14 - September 30, 1997              $1.70              $1.45
         October 1 - December 31, 1997               $1.75              $0.80
         1998
         ----
         January 1 - March 31, 1998                  $1.85              $0.75
         April 1 - June 30, 1998                     $2.05              $0.45
         July 1 - September 30, 1998                 $0.55              $0.25
         October 1 - December 31, 1998               $0.40              $0.10
         1999
         ----
         January 1 - March 31, 1999                  $0.85              $0.10
         April 1 - June 30, 1999                     $2.22              $0.47
         July 1 - September 30, 1999                 $3.10              $1.30
        *July 1 - September 30, 1999            U.S. $2.12         U.S. $1.07
         October 1 - December 31, 1999          U.S. $1.15         U.S. $0.43
         2000
         ----
         January 1 - March 31, 2000             U.S. $0.87         U.S. $0.31
         April 1 - June 30, 2000                U.S. $0.70         U.S. $0.27
*Began trading in U.S. Dollars on the Canadian Dealing Network on August 19,1999

U.S. Stock Trading Analysis (In U.S. Dollars)

         FISCAL QUARTER                         HIGH             LOW
         --------------                         ----             ---
         1998
         ----
         October 20 - December 31, 1998         $0.28            $0.05
         1999
         ----
         January 1 - March 31, 1999             $0.75            $0.07
         April 1 - June 30, 1999                $1.52            $0.30
         July 1 - September 30, 1999            $2.12            $1.07
         October 1 -December 31, 1999           $1.18            $0.40
         2000
         ----
         January 1 - March 31, 000              $0.88            $0.30
         April 1 - June 30, 2000                $0.75            $0.27

         The Company has paid no cash  dividends  on the common  shares and does
not intend to do so in the foreseeable  future.  Rather,  the Company intends to
retain its  earnings,  if any, to provide  capital for product  development  and
company growth.


                                       14
<PAGE>


         The authorized  capital of the Company  consists of an unlimited number
of  common  shares  and  2,000,000  voting  preference  shares.  The  number  of
preference shares issuable by the Company at any one time is limited to 500,000.

         The  Company   believes  that  there  are  a   substantial   number  of
shareholders who are residents of the United States.

ITEM 6.  EXCHANGE CONTROLS AND OTHER LIMITATIONS
         AFFECTING SECURITY HOLDERS

         There are no governmental  laws,  decrees or regulations in Canada that
restrict the export or import of capital, including, but not limited to, foreign
exchange controls, or that affect the remittance of dividends, interest or other
payments  to  nonresident  holders of the  Company's  common  stock,  other than
withholding tax requirements.

         There is no  limitation  imposed by  Canadian  law or by the  Company's
bylaws or other constituent documents of the Company on the right of nonresident
or foreign owners to hold or vote shares of common stock, other than as provided
in the Investment  Canada Act (Canada).  The following  summarizes the principal
features of the Investment Canada Act.

         The Investment Canada Act requires certain  "non-Canadian"  (as defined
in the Investment Canada Act) individuals,  governments,  corporations and other
entities who wish to acquire control of a "Canadian business" (as defined in the
Investment  Canada  Act) to file either a  notification  or an  application  for
review with the Director of Investments  appointed  under the Investment  Canada
Act. The Investment  Canada Act requires that in certain cases an acquisition of
control of a Canadian business by a "non-Canadian" must be reviewed and approved
by the Minister  responsible for the Investment Canada Act on the basis that the
Minister is satisfied  that the  acquisition  is "likely to be of net benefit to
Canada", having regard to criteria set forth in the Investment Canada Act.

         With respect to acquisitions of voting shares,  only those acquisitions
of voting shares of a corporation  that  constitute  acquisitions  of control of
such corporation are reviewable under the Investment  Canada Act. The Investment
Canada Act provides  detailed rules for the determination of whether control has
been acquired and, pursuant to those rules, the acquisition of one-third or more
of the voting shares of a corporation may, in some circumstances,  be considered
to constitute an  acquisition of control.  Certain  reviewable  acquisitions  of
control may not be implemented before being approved by the Minister responsible
for the  Investment  Canada Act. If the Minister does not  ultimately  approve a
reviewable  acquisition  which has been completed,  the  non-Canadian  person or
entity may be required,  among other things,  to divest itself of control of the
acquired Canadian business.  Failure to comply with the review provisions of the
Investment  Canada Act could  result  in,  among  other  things,  a court  order
directing the disposition of assets or shares.


                                       15
<PAGE>


ITEM 7.  TAXATION

         The  following  summary of the  material  Canadian  federal  income tax
considerations generally applicable in respect of the common shares reflects the
Company's  opinion.  The tax  consequences  to any  particular  holder of common
shares will vary according to the status of that holder as an individual, trust,
corporation or member of a partnership, the jurisdiction in which that holder is
subject to  taxation,  the place where that holder is resident  and,  generally,
according to that holder's particular circumstances.  This summary is applicable
only to holders who are resident in the United States,  have never been resident
in Canada,  deal at arm's-length  with the Company,  hold their common shares as
capital  property and who will not use or hold the common  shares in carrying on
business in Canada.  Special rules, which are not discussed in this summary, may
apply to a United  States  holder that is an issuer that  carries on business in
Canada and elsewhere.

         This  summary  is  based  upon the  provisions  of the  Income  Tax Act
(Canada) and the regulations  thereunder  (collectively,  the "Tax Act") and the
Canada-United  States Tax  Convention as amended by the  Protocols  thereto (the
"Tax Convention") and the current administrative  practice of Canada Customs and
Revenue  Agency,  Excise and  Taxation.  This summary does not take into account
Canadian provincial income tax consequences or United States tax implications.

         This summary is not exhaustive of all possible income tax consequences.
It is not  intended  as legal or tax advice to any  particular  holder of common
stock and should not be so construed.  Each holder should consult his or her own
tax  advisor  with  respect to the income tax  consequences  applicable  to such
holder in his or her own particular circumstances.

North American Free Trade Agreement (Canada)

         The  Investment  Canada Act was amended  with the North  American  Free
Trade Agreement  (NAFTA) to provide for special review  thresholds for Americans
(including  "American-controlled  entities" as defined in the Investment  Canada
Act).  Under the  Investment  Canada  Act,  as  amended,  an  investment  in the
Company's  common shares by an American  would be  reviewable  only if it was an
investment to acquire  control of the Company and the value of the assets of the
Company  was  equal  to  or  greater  than  a  specified   amount  (the  "Review
Threshold"),  which  increases  in stages.  The Review  Threshold  is  currently
CDN$150  million  and  remains  at  CDN$150  million in  constant  1992  dollars
(calculated as prescribed in the Investment Canada Act) after 1992.

Disposition of Common Shares

         If a  non-resident  were to dispose of common  shares of the Company to
another  Canadian  corporation  which  deals or is deemed to deal on a non-arm's
length basis with the non-resident and which, immediately after the disposition,
is connected with the Company (i.e.,  which holds shares  representing more than
10% of the voting  power and more than 10% of the market value of all issued and
outstanding  shares  of the  Company  or if  controlled  by the  other  Canadian
corporation),  the amount by which the fair  market  value of any  consideration
(other than any shares of the purchaser corporation) exceeds the paid-up capital
of the common shares sold will be deemed to be taxable as a dividend paid by the
purchasing corporation, either immediately or eventually by means of a deduction
in computing the paid-up capital of the purchasing  corporation,  and subject to
withholding taxes as described below.


                                       16
<PAGE>


         Under  the Tax  Act,  a gain  from  the  sale  of  common  shares  by a
non-resident  will not be subject to  Canadian  tax,  provided  the  shareholder
(and/or persons who do not deal at arm's length with the  shareholder)  have not
held a  "substantial  interest" in the Company (25% or more of the shares of any
class  of the  company's  stock)  at any time in the five  years  preceding  the
disposition.  Generally,  the Tax Convention will exempt from Canadian  taxation
any capital gain realized by a resident of the United States,  provided that the
value of the  common  shares  is not  derived  principally  from  real  property
situated in Canada.

Dividends

         In the case of any dividends paid to non-residents, the Canadian tax is
withheld by the Company, which remits only the net amount to the shareholder. By
virtue of Article X of the Tax Convention,  the rate of tax on dividends paid to
residents of the United States is generally limited to 15% of the gross dividend
(or 5% in the case of certain corporate  shareholders owning at least 10% of the
Company's voting shares). In the absence of the Tax Convention  provisions,  the
rate of Canadian  withholding tax imposed on  non-residents  is 25% of the gross
dividend. Stock dividends received by non-residents from the Company are taxable
by Canada as ordinary  dividends and therefore the withholding tax rates will be
applicable.

         Where a holder  disposes of common  shares to the  Company  (unless the
Company  acquired  the common  shares in the open  market in the manner in which
shares  would  normally be  purchased  by any member of the  public),  this will
result in a deemed  dividend to the U.S. holder equal to the amount by which the
consideration paid by the Company exceeds the paid-up capital of such stock. The
amount of such dividend will be subject to withholding tax as described above.

         Capital Gains

         A  non-resident  of Canada is not  subject  to tax under the Tax Act in
respect of a capital gain  realized upon the  disposition  of a share of a class
that is  listed on a  prescribed  stock  exchange  unless  the share  represents
"taxable Canadian property" to the holder thereof. A common share of the Company
will be taxable  Canadian  property  to a  non-resident  holder if, at any time,
during the period of five  years  immediately  preceding  the  disposition,  the
non-resident  holder,  persons with whom the non-resident holder did not deal at
arm's length,  or the  non-resident  holder and persons with whom he/she did not
deal at arm's  length  owned  25% or more of the  issued  shares of any class or
series of the Company.  In the case of a  non-resident  holder to whom shares of
the  Company  represent  taxable  Canadian  property  and who is resident in the
United  States,  no Canadian tax will be payable on a capital  gain  realized on
such shares by reason of the Tax  Convention  unless the value of such shares is
derived  principally  from real property  situated in Canada or the non-resident
holder previously held the shares while resident in Canada. The Company believes
that the value of its common shares is not derived from real  property  situated
inside Canada.


                                       17
<PAGE>


ITEM 8.  SELECTED FINANCIAL DATA

         The following table provides a summary of certain financial information
for fiscal years 1999, 1998,  1997, 1996 and 1995. Such selected  financial data
have been derived from the Company's financial statements which were prepared in
accordance with generally  accepted  accounting  principles in Canada ("Canadian
GAAP").  Audited financial  statements for the years ended December 31, 1998 and
1999 have  included  notes  that  highlight  the  differences  in the  financial
statements  had  they  been  prepared  in  accordance  with  generally  accepted
accounting  principles  in the  United  States  ("US  GAAP").  Canadian  GAAP is
different in some respects from US GAAP. For the financial  years ended December
31, 1999 and 1998 the Company wrote off three items,  being  publishing  rights,
goodwill and deferred  development  expenses as would have been required had the
Company  prepared the  financial  statements  in  accordance  with US GAAP.  The
information  presented  should be read in  conjunction  with  such  consolidated
financial statements and related notes thereto and "Management's  Discussion and
Analysis of Financial Condition and Results of Operations".
<TABLE>
<CAPTION>

                                                           1999              1998            1997             1996          1995
                                                           ----              ----            ----             ----          ----
   <S>                                                 <C>               <C>           <C>                <C>           <C>
   REVENUE                                             $290,730          $584,259      $2,538,824         $383,154      $141,478
                                                ---------------- ----------------- --------------- ---------------- -------------

   EXPENSES

            General and administrative                 2,267,957         1,998,349       1,117,539          102,530         -

            Sales and Marketing                        1,099,595           647,738         690,196           83,251         -

            Amortization                                 177,634           268,955         124,673            7,841         -

            Other                                         70,710           488,107

            Interest                                      70,602            90,180          12,806            1,102         -

            Product Cost                                  12,694           378,309         322,621          269,707         -
                                                ---------------- ----------------- --------------- ---------------- -------------

                                                      $3,699,192        $3,871,638      $2,267,835         $464,431   $153,380(1)
                                                ================ ================= =============== ================ =============

   INCOME (LOSS) BEFORE UNDERNOTED ITEMS              (3,408,462)       (3,287,379)        270,989          (81,277)      (11,912)


   Write-off of Deferred Development Costs               418,879            69,196
</TABLE>


                                       18
<PAGE>


<TABLE>
<CAPTION>

                                                           1999              1998            1997             1996          1995
                                                           ----              ----            ----             ----          ----
   <S>                                               <C>               <C>              <C>              <C>           <C>

   Write-off of Goodwill                                  93,461           373,448            -                  -            -

   Write-off of Publishing Rights                                          102,071            -                  -            -
                                                ---------------- ----------------- --------------- ---------------- -------------
                                                         512,340           544,715            -                  -            -
                                                ---------------- ----------------- --------------- ---------------- -------------

   INCOME (LOSS) FOR THE YEAR                        $(3,920,802)      $(3,832,094)        270,989         $(81,277)     $(11,912)
                                                ================ ================= =============== ================ =============

   BASIC EARNINGS (LOSS) PER SHARE                        $(0.20)           $(0.29)          $0.02           $(0.01)          NIL
                                                ================ ================= =============== ================ =============

   AVERAGE SHARES OUTSTANDING - BASIC                 19,668,993        13,278,649      11,950,243       11,033,532    11,033,532
                                                ================ ================= =============== ================ =============
</TABLE>

(1) The  operating  expenses  for 1995  consist of $120,825 for cost of revenue,
$13,663 for general and administrative, and $18,902 for sales and marketing.

Note:  The effect of the  conversion  of warrants  and options  would not have a
dilutive effect and therefore no diluted loss per share is disclosed.

ITEM 9. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         At the onset of fiscal year 1998, the Company's  major activity was the
production,  acquisition  and  publication  of  interactive  health and  fitness
multimedia  software  on CD ROM.  The Company  was also  developing  interactive
multi-player  strategic  on-line games and virtual  experiences  with health and
fitness  and other  themes,  intended  to  provide an entry  point into  diverse
markets. The health and fitness on-line group was involved in the development of
a multimedia web site, a brand extension of its proprietary CD ROM product line,
Active   Trainer,   that  would  provide   consumers  with  health  and  fitness
information, products and customized services via the Internet.

         Over the course of 1998,  substantial  development  costs and  overhead
were incurred by the on-line group.  Despite this  substantial  investment,  the
availability  of a marketable  product  appeared  unlikely for some time. As the
technology  was being  developed to create  products and services for  consumers
outside of the Company's target market of health and fitness, management decided
to cease  further  development  of these  applications.  The software  codes and
engines remain proprietary to the Company and may have future marketability.


                                       19
<PAGE>


         As the Company  approached  the third  quarter of  operations it became
apparent that its year-end  sales  projections  of CD ROM products  would not be
met. This was due to unforeseen demands from distributors and retailers to agree
to  unreasonable  return  policies and payment of new  marketing  fees to secure
shelf space.

         With sales prospects and profit margins compromised by the emergence of
a competitive retail environment for interactive products, management stepped up
plans to explore and create new sales channels.  CD ROM products were shipped to
health and fitness clubs and specialized retailers. The Company also accelerated
plans to distribute products and services via the Internet.

         The  Company's  focus  turned away from the  development  of new CD ROM
products and on-line games and towards the creation of an  interactive  web site
from which it could promote and market proprietary and third-party  products and
services while  generating  revenue from the sales of advertising.  In addition,
the web site would  provide  the Company  with an  opportunity  to create  brand
extending   on-line   versions  of  its  Active  Trainer  products  through  the
repurposing  of these  intellectual  properties,  thus  reducing its reliance on
traditional sales channels.

         On October  22,  1998,  President  Erik  Schannen  resigned  as both an
officer and director of the Company in order to  facilitate  its  movement  away
from  research  and  product  development,  which  was  Mr.  Schannen's  area of
expertise and professional  interest. In order to meet its objective of becoming
a successful Internet-based media company serving the health and fitness market,
the Company named Mr.  Richard Hue as chairman,  CEO and  director.  Mr. Hue has
extensive  experience  working  in  the  entertainment,  media  and  information
technology industries. (see "Directors and Executive Officers").

         Mr.  Hue  immediately   restructured   the  Company  and   re-organized
operations  to meet its  objectives  in the shortest  possible  time frame.  The
Multimedia  Studio  group and the On-line  Games group ceased  operations.  This
necessitated   the   termination   and   release   of  several   employees   and
sub-contractors  who did not possess the skills  necessary to meet the Company's
immediate needs.

         An Advisory Board was named, comprised of respected  professionals with
experience in business, operations, finance, technology,  telecommunications and
health and fitness to guide the  Company  toward the  implementation  of its new
objectives.

         In November  1998, a strategic  alliance was struck between the Company
and  Aludra  Inc.,  a leading  interactive  software  development  company  with
Internet and e-commerce  expertise,  for the creation of  ActFit.com,  which the
Company  believes is the  Internet's  first  virtual  health and  fitness  club.
ActFit.com was designed to  incorporate  high quality  interactive  graphics and
sound  comparable to content found on a multimedia CD ROM, which would allow the
Company to market advertising,  product placement and sponsorship  opportunities
never before offered on the Internet.

         Within two months of the commencement of the project, a working version
of  ActFit.com  had  been  developed  and  delivered.  Testing  of the new  site
commenced at the end of December 1998.  ActFit.com  was  officially  launched in
January 1999 and is now the core business activity of the Company.


                                       20
<PAGE>


         By the end of the fiscal year 1998,  the Company had been  restructured
and  reorganized.  The  activities of  Multimedia  Studio  (graphic  design) and
On-line  Games  (development  of  Internet  applications)  had  ceased,  and the
remaining two groups,  Multimedia Software (development,  marketing and sales of
CD ROM products),  and Health and Fitness On-line  (customer  service for CD-ROM
products and development of new on-line multimedia products),  were consolidated
and focused on the health and fitness market.

         In January 1999 the Company,  which had in November 1998 entered into a
strategic  partnership  with Aludra  Inc.,  launched an  interactive  health and
fitness web site,  www.actfit.com.,  The site was designed to  incorporate  high
quality  interactive  graphics  and  sound  comparable  to  content  found  on a
multimedia CD-ROM, which would allow the Company to market advertising,  product
placement and  sponsorship  opportunities  never before offered on the Internet.
The  ActFit.com   Alliance  Partners  Program  was  created  to  develop  online
communities of health,  fitness and sports  enthusiasts which provide the target
audience for advertisers and e-commerce.  The Active  Lifestyle  Shopping Center
was  brought  online to  provide  an  on-site  e-commerce  base for the sales of
fitness equipment, supplements,  participatory sports paraphernalia,  videos and
books.

         The Company also began the  adaptation of its Active  Trainer CD-ROM to
delivery  over  the  Internet.  This  project,  designed  to  capitalize  on the
economies  of  electronic  delivery  and the reach of the World Wide Web,  was a
pioneering  effort in the  development  of  interactivity  on the Web, being the
first CD-ROM  program to be delivered  online.  In August 1999,  Active  Trainer
Online became  available at  www.activetrainer.com,  as an application sold on a
subscription basis.

         By the end of 1999  preliminary  development had also been completed on
an interactive  CD-ROM product designed  especially for the fitness club market.
Body  Of  Knowledge   Volume  One:  Weights  in  Motion  is  the  only  complete
encyclopedia  of  strength  training  exercises  on CD-ROM.  Through a strategic
partnership with ClubSite Internet Network Inc., which operates turnkey websites
for fitness  clubs  across the United  States,  this product will be marketed to
millions of club members who can purchase it directly over the Internet.

         In exchange for promotional considerations in the desirable Los Angeles
market,  the Company  furnished  website  redesign  services for the NASCAR L.A.
Street  Race.  It also  designed  and  executed a website for  Adonnics  Inc., a
martial  arts  program,  and provided  consulting  services to Tokens Fine Foods
Limited, a manufacturer of health snacks, in return for promotions.

         In order to maximize revenue opportunities through targeted advertising
and  e-commerce,  as the year  progressed the health and fitness website concept
was broadened to serve a wider range of markets.  The Alliance  Partners Program
had grown to  encompass  communities  of  sports  enthusiasts,  notably  tennis,
soccer,  baseball and hockey, and these communities,  along with a dozen others,
were added to the  "channels"  served by the  website.  The  "Active  Lifestyle"
portal site was launched in October, 1999 at www.actfit.com.


                                       21
<PAGE>


         To pursue other  sources of revenue,  the Company  entered into several
affiliate  programs with online  companies,  notably DocTalk Inc., a provider of
medical advice,  and Internet Sports Network Inc., which runs interactive sports
games

         The  Company  provided  ongoing  page  layout  services  for 14 medical
journals published by B.C. Decker Inc., continuing a business relationship which
has  existed  since 1995.  As well,  the Company  provided  similar  services to
Carswell   Thomson   Professional   Publishing  Inc.  for  its  Payroll  Manager
newsletter.

Accounting Principles

         Even though the financial statements prepared for the fiscal years 1999
and 1998 were prepared in accordance with Canadian GAAP,  notes to the financial
statements  highlight the differences in the financial  statements had they been
prepared in accordance with US GAAP. In 1999 and 1998 the Company also wrote off
publishing  rights,  goodwill  and  deferred  development  expenses  as would be
required by US GAAP.

Results of Operations

Revenues

         Revenue  in 1999  was  $290,730  compared  with  $584,260  in 1998  and
$2,538,824 in 1997.  Revenue for the fiscal year ended December 1997 included an
amount of $1,950,000 for the sale by the Company of its Active Trainer family of
software.  Thus  revenue for 1997  without  including  the sale of software  was
$588,824.

         Revenue in 1999 was derived from $161,430 in sales of CD-ROM  products,
and $129,300 in video  productions and editing  services.  In 1998, CD ROM sales
were $584,487. In 1997 CD ROM sales were $588,824.

Operating Expenses

         Product   Cost.   Product   costs  in  1999  were  $12,694   decreasing
significantly from $378,309 in 1998 due to the write-off of product inventory in
1998.  Product costs for 1997 were  $238,334.

         General and  Administrative.  Theincrease in general and administrative
expenses   from   $1,998,349  in  1998  to  $2,267,957  in  1999  was  primarily
attributable  to the  increase in labour and  consulting  expenses.  General and
administrative expenses in 1997 were $1,255,018.


                                       22
<PAGE>


         Sales and Marketing.  The increase in sales and marketing expenses from
$649,738 in 1998 to $1,099,595  in 1999 was primarily due to the costs  incurred
in  the  marketing  of the  Company's  new  activity,  ActFit.com,  to  business
interests. The sales and marketing expense for 1997 was $690,196.

Operating Income (Loss)

         Write-offs to Meet US GAAP  Requirements.  During the fiscal years 1998
and 1999, the Company wrote off three items, being publishing  rights,  goodwill
and deferred  development  expenses  totaling $544,715 in 1998, and goodwill and
deferred  development  expenses  totaling  $512,340  in 1999.  Even  though  the
financial  statements  prepared for the fiscal years 1999 and 1998 were prepared
in  accordance  with Canadian  GAAP,  these items would have been required to be
written off under US GAAP.

Net Income (Loss)

         The Company  reported a net loss of $3,920,802  in 1999,  compared to a
net loss of  $3,832,094  in 1998 and a net income of $270,989  in 1997.  The net
income in 1997 was due to the sale by the Company of its Active  Trainer  family
of software for $1,950,000.  Excluding this transaction,  the Company would have
incurred a loss of $1,679,011 during the fiscal year ended December 31, 1997.

Liquidity and Capital Resources

         The Company's  principal  working capital needs are for the production,
carrying and  marketing of products;  the  development  and  acquisition  of new
products; and the maintenance and updating its Internet website.

         The Company  reported a cash  balance of $42,599 at  December  31, 1999
compared  with $0 at December  31,  1998 and  $725,171  on  December  31,  1997.
Accounts payable and accrued  liabilities  increased to $981,341 on December 31,
1999  compared  with  $737,035 on December  31,  1998 due to  restructuring  and
reorganization  of the  Company  and the rapid  development  and  deployment  of
ActFit.com in 1999.  Accounts  payable and accured  liabilities were $430,072 on
December 31, 1997.  During 1999, the Company's current portion of long-term debt
decreased from $232,049 to $104,859 and the Company's loans payable were reduced
from $884,004 in 1998 to $343,587.  On December 31, 1997 the current  portion of
long term debt was $77,806 and loans payable were $0.

         During the fiscal year ended  December 31, 1999,  the Company  received
$1,991,219  resulting  from private  placements for common shares of the Company
and an additional  $872,950  resulting from the exercise of options and warrants
for common shares of the Company, for a total of $2,863,969.


                                       23
<PAGE>


         The Company  expects to meet its short-term  liquidity  needs using its
cash resources, revenue from product sales, and borrowings. The Company believes
that these sources of cash will be sufficient to meet its operating needs for at
least 12  months.  The  Company  may  undertake  one or more  capital  formation
transactions,  including the public  offering or private  placement of shares of
capital stock, to meet its long-term product  development and acquisition goals.
There can be no  assurance  that  funds  will be  available  to the  Company  in
sufficient amounts to finance the growth of the business.

Year 2000

         All of the Company's products,  programs,  services, and other computer
equipment are Year 2000 compliant.

Foreign Currency Strategy

         The Company has not adopted and does not intend to adopt, a strategy to
hedge  against  fluctuations  in foreign  currency.  However,  the Company  does
reserve the right to  implement  such a strategy in the  future.  The  Company's
costs  are  generally  paid in  Canadian  dollars.  As the  Canadian  dollar  is
depressed in comparison to the American  dollar,  the Company's  costs are lower
than if such costs were paid in U.S. dollars.

Inflation

         The Company  has not  experienced  any  significant  inflationary  cost
increases during the past four fiscal years.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

         The following  table sets forth the names of all directors and officers
of the  Company  and the year in which  each  person  became a  director  of the
Company.

<TABLE>
<CAPTION>

                                                                           YEAR BECAME
         NAME                      POSITION                                A DIRECTOR
         ----                      --------                                ----------
         <S>                       <C>                                     <C>
         Richard Hue               Chief Executive Officer,                1998
                                   President and Director

         Samuel C. Paul            Chief Financial Officer, Treasurer,     1997
                                   Secretary and Director

         Allan Hardy               Director                                1998

</TABLE>


                                       24
<PAGE>


         The  principal  occupations,  business  or  employment  of  each of the
proposed directors and their respective biographies are as follows:

RICHARD HUE - Chief Executive Officer, President and Director. Richard Hue is an
investment  banker and  entrepreneur  with more than 17 years of management  and
investment experience. As former President of RT Equity Inc., a merchant banking
firm, Mr. Hue has been  responsible for overseeing the development of start-ups,
restructuring  of  business  operations  and  expansions  of private  and public
companies,  many in the technology  sector.  Mr. Hue's  experience  includes the
ownership  and  management of a portfolio of  residential  and  commercial  real
estate holdings. Educated in business and marketing at the University of Toronto
and UCLA (Los  Angeles),  Mr. Hue owned and operated a  consulting  firm and has
served as Director of several public companies.

SAMUEL C. PAUL - Chief Financial Officer, Secretary and Director. With more than
35  years  of  experience  in  financial  management,   Mr.  Paul's  advice  and
experienced  counsel are key  elements in the design and  implementation  of the
Company's  growth and expansion  plans. Mr. Paul owned and operated a public and
auditing  accounting  practice  for many  years.  He has held  senior  executive
positions  in and served as  Director  of several  public  companies,  including
American  Entertainment  Group. He is a graduate of McMaster University where he
earned a degree in Economics and Business and his C.A. designation.

ALLAN  HARDY - Director.  A financial  consultant  and  advisor,  Allan Hardy is
President of his own consulting  firm in Toronto.  During his career spanning 30
years, Mr. Hardy served in senior executive  positions in the insurance industry
and for a number of those years was  recognized  as a top  producer for Imperial
Life Financial.

         The Company's  by-laws  provide for a Board of Directors  consisting of
six (6) directors,  but allows board actions as long as there are at least three
directors.  Vacancies  on the Board of  Directors  may be filled by board action
pending  the  election  of  directors  at an annual or  special  meeting  of the
stockholders.  The  Board  of  Directors  does  not  anticipate  appointing  new
directors to fill the vacancies the foreseeable future.

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

         During  the  fiscal  year  ended   December  31,  1999  the   aggregate
remuneration  paid to all  officers of the Company as a group was  approximately
$95,552.

         The table  below sets forth all annual and long term  compensation  for
services in all  capacities to the Company and its  subsidiary for the Company's
financial  years  ending  December 31,  1999,  and  December  31, 1998,  for the
president and for the chief financial officer (the "Named Executives") being the
only executive officers of the Company.


                                       25
<PAGE>

<TABLE>
<CAPTION>

                                                     Annual Compensation                     Long Term Compensation
                                                     -------------------                     ----------------------
          Name and                                                   Other Annual               Securities under
     Principal Position        Year       Salary       Bonus       Compensation (1)           Options Granted (2)
     ------------------        ----       ------       -----       ----------------           -------------------
<S>                           <C>       <C>             <C>            <C>                         <C>
Richard Hue                   1998         NIL          NIL              $155                            NIL
Chief Executive Officer and   1999         NIL          NIL            $3,160                      1,200,000
President

Samuel C. Paul                1998       $6,500         NIL              $215                            NIL
Chief Financial Officer,      1999      $90,000(3)      NIL            $3,390                        135,000
Secretary and Treasurer
</TABLE>

(1) Represents Group Benefit Plan Premiums Paid by the Company.
(2) For the fiscal year ended December 31, 1999,  1,335,000 options were granted
    to the Company's named executive  officers.
(3) Paid by way of common shares of the Company.

Compensation to Directors

         During the fiscal year ended December 31, 1999, the directors  received
no fees for attending meetings of the board of directors, meetings of committees
of the board of directors  which they attended or for the signing of any written
resolution  of directors or documents on behalf of the Company.  During the year
1999, each director was granted 60,000 options.  As of June 27, 2000 the Company
granted  25,000  stock  options to each of the 3  directors  for the fiscal year
2000.

         None of the current or former  officers or  directors of the Company or
any  proposed  nominee for  election as a director or any  associate  thereof is
indebted to the Company or its subsidiaries. In addition, no benefits were paid,
and no  benefits  are  proposed  to be  paid  to any of the  current  or  former
directors and officers of the Company or any proposed  nominee for election as a
director of the Company or any associate thereof under any pension or retirement
plan.

ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM COMPANY

Amendment to the Stock Option Plan

         On June 27, 1997,  shareholders of the Company approved the adoption of
a stock option plan (the "Stock  Option Plan") to encourage  stock  ownership by
directors, officers, employees, consultants and advisors of the Company, as well
as  other  persons  who  provide  services  to the  Company  who  are  primarily
responsible  for the  management  and  profitable  growth of its business and to
advance the  interests of the Company by providing  incentives  for  significant
performance  by such  persons  and to enable the  Company to attract  and retain
valued directors,  officers and employees. Other than the Stock Option Plan, the
Company has no other share compensation arrangements.


                                       26
<PAGE>


         At the 1999  annual  shareholders'  meeting,  the  shareholders  of the
Company approved an amendment to the Stock Option Plan to:

          (i)  increase the maximum  number of common shares  issuable under the
               Stock Option Plan to 11,000,000;

         (ii)  exceed the following thresholds:

                      (A)       the  number  of  shares  reserved  for  issuance
                                pursuant  to stock  options  granted to insiders
                                exceeding 10% of the outstanding issue;

                      (B)       the  issuance  to  insiders,  within a  one-year
                                period,  of a number of shares  exceeding 10% of
                                the outstanding issue; and

                      (C)       insider's associates,  within a one-year period,
                                of a number of shares exceeding 5%

                                    of the outstanding issue; and
        (iii)  exceed  the threshold  limiting the number of shares reserved for
               issuance  to any  one  person  pursuant  to  options to 5% of the
               outstanding issuer

         As of June 30, 2000 the Company had granted  10,573,444  options  under
the Stock Option Plan of which  2,611,938  had been  exercised  for the purchase
common  shares of the  Company.  The board of directors is proposing to increase
the maximum number of common shares  issuable  pursuant to the Stock Option Plan
at the next annual shareholders' meeting.

         The chart below sets out the options  currently  reserved for issuance,
the options  granted to June 30,  2000 and the number of options  proposed to be
available for grants.
<TABLE>
<CAPTION>
         <S>                                                                       <C>
         Reserved for Issuance under the Stock Option Plan                         11,000,000
         Options Granted to Date                                                   10,573,444
         Options Available to be Granted Prior to the Proposed Increase               426,556
         Proposed Increase                                                          7,000,000
         Options Available to be Granted Following the Proposed Increase            7,426,556
</TABLE>

         The board of directors believes that it should have available 7,426,556
options to purchase common shares to meet anticipated needs and to provide for a
reasonable contingency.  Therefore the board of directors believes that it would
be  appropriate  to increase the number of common  shares  reserved for issuance
under the stock  option plan by  7,000,000.  This would result in an increase in
the number of common  shares  reserved for issuance  under the stock option plan
from 11,000,000 to 18,000,000.  Taking into consideration the proposed increase,
the number of common shares  reserved for issuance and  outstanding  unexercised
options will be approximately 64% of the issued and outstanding common shares of
the Company.


                                       27
<PAGE>


Executive Option Holders

         As of June 30, 2000,  officers,  directors and senior management of the
Company had been granted a total of 2,690,000 options of which 362,500 have been
exercised.

Warrants

         As of June 30, 2000 a total of  2,187,766  shares of common  stock were
reserved for issuance upon exercise of warrants.

         Each warrant  entitles the holder,  subject to the terms and conditions
set forth in the warrant  certificate,  to purchase  from the Company one common
share of the  Company at the  applicable  exercise  price.  The Company has five
series of warrants issued and  outstanding,  all of which feature the same terms
and conditions but have varying  exercise  prices and expiry dates.  Some of the
warrants were issued issued in connection with the acquisition of all the issued
and outstanding securities of Lasermedia Inc.

         No fractional  shares shall be issued upon exercise of any warrants and
no payments  or  adjustments  shall be made upon any  exercise on account of any
cash  dividends  on the shares  issued  upon such  exercise.  If any  fractional
interest in the shares  would  otherwise be  deliverable  upon the exercise of a
warrant, the Company shall, in lieu of delivering the fractional share therefor,
pay to the  warrantholder  an amount in cash equal to the fair  market  value of
such fractional interest.

         The class,  number of shares  issuable  upon  exercise and the exercise
price of the warrants are subject to adjustment in the event of a merger or sale
of the Company into new  warrants of the  surviving  company.  If the Company is
unable to deliver shares to the warrantholder pursuant to the proper exercise of
a warrant,  the  Company  may  satisfy  such  obligations  to the  warrantholder
hereunder  by paying to the  warrantholder  in cash the  difference  between the
exercise  price of all  unexercised  warrants  and the fair market  value of the
shares to which the  warrantholder  would be  entitled  to upon  exercise of all
unexercised  warrants.  The  exercise  price  of  the  warrants  is  subject  to
adjustment  if and  when  the  Company  issues  shares  of  common  stock to its
stockholders at a price less than the fair market value.

ITEM 13.  INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS

         Other than transactions  carried out in the ordinary course of business
of the Company or any of its  subsidiaries,  none of the  directors or executive
officers  of the  Company,  a proposed  management  nominee  for  election  as a
director of the Company,  any member  beneficially  owning shares  carrying more
than 10% of the  voting  rights  attached  to the shares of the  Company  nor an
associate or affiliate of any of the foregoing persons had since January 1, 1999
(being the  commencement  of the Company's  last completed  financial  year) any
material  interest,  direct or indirect,  in any  transactions  which materially
affected or would materially affect the Company or any of its subsidiaries.


                                       28
<PAGE>


                                     PART II
                                     -------

ITEM 14.  DESCRIPTION OF SECURITIES TO BE REGISTERED.

         N/A

                                    PART III
                                    --------

ITEMS 15.  DEFAULTS UPON SENIOR SECURITIES

         The Company has not experienced any material  default in the payment of
principal,  interest,  a sinking  or  purchase  fund  installment,  or any other
material  default not cured within 30 days, with respect to any  indebtedness of
the Company exceeding five percent of the total assets of the Company.

ITEM 16. CHANGES IN SECURITIES, CHANGES IN SECURITY
         FOR REGISTERED SECURITIES AND USE OF PROCEEDS

         The constituent  instruments of the Company  defining the rights of the
holders of the  registered  securities  have not been  materially  modified.  In
addition,  the  rights  evidenced  by the  registered  securities  have not been
materially limited or qualified by the issuance or modification of other classes
of securities.

                                     PART IV
                                     -------
ITEM 17. FINANCIAL STATEMENTS

         The Company has chosen to provide the financial statements specified in
Item 18 in lieu of Item 17.

ITEM 18. FINANCIAL STATEMENTS

         See Item 19(a)

ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS

(1)      FINANCIAL STATEMENTS:

         See page F-1

(2)      EXHIBITS

         1.   Articles of Amendment of ActFit.com Inc. dated August 5, 1999



                                       29
<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  the Company  certifies that it meets all of the  requirements  for
filing on Form 20-F and has duly caused  this annual  report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                              ACTFIT.COM INC.

                                              By:      /s/ Richard Hue
                                                       ------------------
                                                       Richard Hue
                                                       President and Chief
                                                       Executive Officer

                                              By:      /s/ Samuel C. Paul
                                                       -------------------
                                                       Samuel C. Paul
                                                       Chief Financial Officer,
                                                       Treasurer and Secretary

Date: July 13, 2000