U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB



(Mark One)

     [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934

                 For Fiscal Year Ended: December 31, 2000


     [ ]  TRANSITION  REPORT  UNDER  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from                   To


                  Commission file number                 0-23825
                                                         -------

                       Optimum Source International, Ltd.
                       -----------------------------------
                 (Name of small business issuer in its charter)

     Nevada                                                 86-0674322
-------------------------------                           ---------------
State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization                            Identification No.)

           4525 West Hacienda Avenue, Ste 12H, Las Vegas, Nevada 89118
           -----------------------------------------------------------
               (Address of principal executive offices) (Zip code)


Issuer's telephone number                      (800) 868-7233 ext 225
                                              -----------------------

Securities registered under Section 12(b) of the Act: NONE
Securities registered under Section 12(g) of the Act:


                          Common Stock Par Value $0.001
                          -----------------------------
                                (Title of class)



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     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 is not contained in this form,  and no disclosure  will be
contained,  to the  best of  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. [ ]

     State issuer's revenues for its most recent fiscal year. $462,591

     As of March 2,  2001,  there  were  11,656,585  shares of the  Registrant's
common stock,  par value $0.001,  issued and  outstanding.  The aggregate market
value of the Registrant's  voting stock held by non-affiliates of the Registrant
was  approximately  $1,837,883computed  at the  estimated  average bid and asked
price as of March 2, 2001.


                       DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference,  briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"): NONE

     Transitional Small Business Disclosure Format (check one): Yes ; NO X


















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                                TABLE OF CONTENTS


Item Number and Caption                                                     Page

PART I

Item 1. Description of Business................................................4

Item 2. Description of Property................................................9

Item 3. Legal Proceedings......................................................9

Item 4. Submission of Matters to a Vote of Security Holders....................9


PART II

Item 5. Market for Common Equity and Related Stockholder Matters...............9

Item 6. Management's Discussion and Analysis or Plan of Operations............10

Item 7. Financial Statements..................................................12

Item 8. Changes in and Disagreements With Accountants on Accounting and
        Financial Disclosure..................................................13

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act.....................13

Item 10. Executive Compensation...............................................14

Item 11. Security Ownership of Certain Beneficial Owners and Management.......14

Item 12. Certain Relationships and Related Transactions.......................15

Item 13. Exhibits and Reports on Form 8-K.....................................15





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                                     PART I


                         ITEM 1 DESCRIPTION OF BUSINESS



General

     The Company was first incorporated in the State of Utah on October 24, 1984
as  A.R.M.  Chemical  Company,  Inc.  On  November  13,  1984,  the  name of the
Corporation was changed to E.R.M.  Chemical Company, Inc. From 1984 to 1986, the
Company attempted to manufacture,  distribute and sell chemical products for the
purification  of water.  This business  activity was abandoned.  On September 1,
1988 the Company  changed its name to M.P.V.  On September 7, 1989,  the name of
the Company was changed to Optimum Source International. The Company completed a
plan of  reorganization  on October  20,  1989  pursuant to which the assets and
corresponding  liabilities  of  LomaCycle,  Inc.  were  spun  off to the  former
shareholders of that corporation  before it became a wholly-owned  subsidiary of
M.P.V.,  Inc. From 1986 to 1990, the Company  attempted to acquire  interests in
various business  opportunities,  all attempts were abandoned. On June 29, 1990,
the  domicile  of the  Company was changed to Nevada and the name of the Company
was changed to Optimum Source International,  Ltd. The Company was inactive from
1990 to 1992.

Principal products or services and their markets

     The Company's primary mission is  Barter/Counter-trade  and its proprietary
interactive  services  both  Domestic and  International  and  encompassing  the
liquidation & auction industries globally.

     Optimum  Source  International  Ltd.,  (OSI) is poised  with  products  and
services for  individuals,  entrepreneurs,  and  companies of all sizes that are
desirous of learning or enhancing their  bartering,  trading and  countertrading
skills. Products are developed to fully integrate with each other or may be used
as stand alone products.  All products and services are currently offered on the
internet, and through selected channels of distribution.

     Barter,  Exchange,  Swap,  Trade and  Countertrade are rapidly becoming the
method of choice for  individuals,  companies and governments for acquiring what
they  want or need as it  eliminates  the  constant  monetary  change.  It is an
industry  that has reached sales of $100 billion  dollars plus  worldwide and is
growing at an incredible annual rate of 20%. The industry though,  has lagged in
automating.  OSI has focused its efforts on  providing  solutions  for  bringing
traders together worldwide.  OSI is a provider of surplus consumer goods through
its international suppliers inventories that are owned by OSI and associates are
accessible 24 hours a day via OSI's private

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network.  OSI has  developed  the forum for  buyers  and  sellers  to locate one
another and conduct business using the latest networking technologies.

           Current products including:

CABLE VIEW

     A membership network for companies dealing with premiums,  auctions,  small
retail  dealers,  overseas  buyers,  and  corporate  users.  Members  may obtain
additional  inventories for non- dealer/members in their areas (with their prior
approval), enter their inventories, and charge a small exchange fee. As a member
in  CABLE  VIEW,  a  company  has  many  different   close-out  and  liquidation
inventories at their finger-tips,  24 hours a day. The services offered by CABLE
VIEW are listed below:

E-MAIL - SEARCH - FORUMS - CLASSIFIED ADS

CABLE  VIEW is  available  and is being  introduced  to the  Close-Out  industry
throughout  the world.  This  private  communication  network  which the Company
created has the capability of handling  thousands of calls,  24 hours a day, and
allows members to display, manipulate, extract and exchange information.

WHAT 'CHA GOT AUCTION SERVICES

     What "Cha Got is a network of auctioning services  implemented to provide a
distribution  system for selling  consumer  goods to end users and dealers.  OSI
provides  complete  federally  bonded  auctioning  services.   All  segments  of
operations  are controlled by OSI from its corporate  headquarters  in Glendale,
California.  Constant  communication  between all  entities are  maintained  via
computer.  Satellite auction sites provide  additional sales outlets of consumer
goods flowing to cash buyers nationwide.

COUNTERTRADE/BARTER

     Countertrade  associations  are  forming in ever  increasing  numbers.  The
recent  world  trade  agreements  open  up  more  opportunities  for an  already
expanding  countertrade  industry. A Barter,  Exchange,  Swap, Trade arrangement
enables a company to exchange  finished  goods for raw material at a fair price,
in lieu of  liquidating  inventories  at a  drastic  loss.  OSI  provides  these
services,  greatly  enhancing the Barter,  Exchange,  Swap, Trade industry,  and
establishing OSI as a world-wide countertrade resource leader.

     Potential negative impact of a participant in a countertrade/barter  action
can negatively impact the Company and its services.  For example,  the publicity
resulting from a participant activities such as inappropriate claims and product
representations  by  participants  can  make the  sponsoring  and  retaining  of
participants more difficult, thereby negatively impacting sales.

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Furthermore, the Company's business and results of operations could be adversely
affected if the Company  terminates  a  significant  number of  participants  or
certain  participants who play a key role in the Company's  distribution system.
There can be no assurance that these or other participant  actions will not have
a material adverse effect on the Company or results of operations.

Distribution

     The  infrastructure  for all of  OSI's  operations  is its own  Interactive
Communications  Information  Exchange  Network.  This  network  allows  for  the
streamlining of OSI's corporate operations by minimizing paper work. It provides
both  buyers and  sellers of surplus  goods the arena in which to  identify  and
negotiate  transactions.  It also provides the interface to wide area  networks,
i.e.,  Internet,  Microsoft's  "MSN"  Network,  and  various  public and private
databases, i.e., real estate, import/export, associations, and corporations. The
Company has  developed  the first  application  software for traders  worldwide,
"Traders     ToolTM".     This    software     automates    all    aspects    of
trade/barter/countertrade,   including   currency   conversions   and  inventory
tracking.  Displays also indicate  reminders  for  expiration  dates of scrip or
services.  Traders ToolTM interfaces with Excel for tracking trade transactions,
as well as providing statistics,  reports and spreadsheets.  Traders ToolTM also
has  specialty  modules,  i.e.,  real estate,  gems,  and consumer  items.  Upon
request,  Traders ToolTM  automatically  dials and connects to outside databases
for specific goods  information.  Traders ToolTM is the only product of its kind
available to the Barter,  Exchange,  Swap,  Trade  industry at all levels,  from
novice to expert.  The Company's  focus is automating the liquidation and barter
industry. A network of independent  representatives develop sales and marketing,
introduce new services and products,  and expand  distribution of products while
pursuing strategic alliance worldwide.

Competition

     Competition  in  the  barter,  trading  and  counter  trading  industry  is
vigorous,  characterized by a relatively large number of companies (estimated at
approximately  1,500),  most of which  have  relatively  small  sales.  Industry
sources  estimate  that there are less than 100  companies in the industry  that
have annual  sales of $2 million or more.  Since only one of these  companies in
this  industry  is  public  and the rest are  privately  held,  little  reliable
financial data is available.  Many of the companies have established reputations
for successfully  developing and marketing  barter,  trading and  countertrading
services,  with a variety of  well-established  marketing outlets.  Many of such
companies have greater financial,  managerial, and technical resources than OSI.
Principal  competitors  include members of the  International  Reciprocal  Trade
Association, and members of the National Association of Trade Exchanges.

     The Company  competes by emphasizing  the value and premium  quality of the
Company's  products and the  convenience of the Company's  distribution  system.
There can be no assurance that the Company's  business and results of operations
will not be affected  materially by market  conditions  and  competition  in the
future.


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Sources and availability of raw material and the names of principal suppliers

     All  the  Company's   products  are  currently   produced  by  manufactures
unaffiliated  with the Company.  The Company's profit margins and its ability to
deliver  products  on a timely  basis  are  dependent  upon the  ability  of the
Company's  outside  suppliers to supply  products in a timely and cost efficient
manner.

     The Company currently  acquires products from suppliers that are considered
by the Company to be the superior suppliers of such products.  Due to the nature
of the close out market the  availability  of  products  varies from day to day.
There can be no assurance  that the loss of a supplier would not have a material
adverse effect on the Company's business and results of operations.

Dependence on one or a few major customers

     No customer accounts for more than 10% of sales.

Trademark and Patent Protection

     As a company selling products nationwide and internationally,  OSI believes
that  establishing  trade and service marks and  copyrights  for brand names and
associated  advertising  and labeling  materials  is  important  in  maintaining
company and product identification and integrity. Accordingly, OSI is engaged on
a continuing basis in developing  brand names and such associated  materials for
its products,  securing  trade and service mark  protection for such brand names
and copyright  protection for such  associated  material,  policing its existing
marks,  and  enforcing  its legal rights in cases of potential  infringement  by
third parties of its legally  protected  marks and  copyrights.  Notwithstanding
these  safeguards,  it is possible for competitors of the Company to imitate its
products.  Furthermore,  others may  independently  develop  products similar or
superior to those  developed  or planned by the  Company.  While the Company may
obtain  patents or  trademarks  with  respect to  certain of its  products,  the
Company may not have sufficient  resources to defend such patents;  such patents
may not afford all necessary  protection and competitors may develop  equivalent
or superior products which may not infringe such patents.

Future Capital Needs and Uncertainty of Additional Funding

     The Company was not in full  operation  during 2000 and thus,  the revenues
generated are not  representative of those that are expected once full operating
status  has been  achieved.  Revenues  are not yet  sufficient  to  support  the
Company's operating expenses. However, the Company is cautiously optimistic that
operating  revenues will be adequate to meet operating  expenses during the next
year.  Since the Company's  formation,  it has funded its operations and capital
expenditures primarily through private placements of debt and equity securities.
The Company will be required to seek additional  financing in the future.  There
can be no assurance that such financing will be available at all or available on
terms acceptable to the Company.


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Government Regulation

     The Company's products currently do not require  government  approval.  The
Company is not aware of any existing or probable governmental regulations on the
business.

Research and Development Activities

     For the years ended December 31, 2000 and 1999 there was no money allocated
to research and development.  Royalty agreements  provided that the research and
development expenses are to be paid by the royalty holder.

Employees

     As of December 31, 2000 the Company had no full time employees. There are a
total  of  4  contract   employees   engaged  in  the  general   management  and
administration.

Risk of Low-priced Stocks

     Rules 15g-1 through 15g-9 promulgated under the Securities  Exchange Act of
1934 (the "Exchange  Act") impose sales practice and disclosure  requirements on
certain  brokers  and dealers who engage in certain  transactions  involving  "a
penny stock."

     Currently, the Company's Common Stock is considered a penny stock for
purposes of the  Exchange  Act. The  additional  sales  practice and  disclosure
requirements imposed on certain brokers and dealers could impede the sale of the
Company's  Common  Stock  in the  secondary  market.  In  addition,  the  market
liquidity and price for the Company's securities may be adversely affected.

     Under the penny stock  regulations,  a broker or dealer selling penny stock
to  anyone  other  than  an  established  customer  or  "accredited   investor"'
(generally,  an  individual  with a net worth in excess of  $1,000,000 or annual
incomes  exceeding  $200,000,  or $300,000 together with his or her spouse) must
make a special suitability  determination for the purchaser and must receive the
purchaser's  written consent to the transaction prior to sale, unless the broker
or dealer or the transaction is otherwise exempt.  In addition,  the penny stock
regulations  require the broker or dealer to deliver,  prior to any  transaction
involving a penny stock,  a disclosure  schedule  prepared by the Securities and
Exchange  Commission (the "SEC") relating to the penny stock market,  unless the
broker,  or dealer,  or the transaction is otherwise exempt. A broker, or dealer
is also required to disclose commissions payable to the broker or dealer and the
registered   representative  and  current  quotations  for  the  Securities.  In
addition,  a broker or dealer is required to send monthly statements  disclosing
recent  price  information  with respect to the penny stock held in a customer's
account and information with respect to the limited market in penny stocks.




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                         ITEM 2 DESCRIPTION OF PROPERTY



     The Company has  committed  to a one year lease at $1,500 per month for its
corporate headquarters in Las Vegas, Nevada.


                            ITEM 3 LEGAL PROCEEDINGS



     The Company is not engaged in any legal proceedings other than the ordinary
routine litigation incidental to its business operations, which the Company does
not  believe,  in the  aggregate,  will have a  material  adverse  effect on the
Company, or its operations.



                        ITEM 4 SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS



     No matters were subject to a vote of security holders during the year 2000.




                                     PART II


                       ITEM 5 MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS



MARKET INFORMATION

     The stock is traded  over-the-counter on the NASDAQ Bulletin Board with the
trading symbol "OSIN".  The following high and low bid  information was provided
by PC Financial Network.  The quotations provided reflect  inter-dealer  prices,
without retail  mark-up,  mark-down or commission  and may not represent  actual
transactions.

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                     1999:           High                   Low
First  Quarter                                 (To the best knowledge of
                                               management,  there was no trading
                                               of shares  for the first  quarter
                                               1999.)
Second Quarter                       $            0.125     $           0.125
Third Quarter                        $            6.000     $           5.438
Fourth Quarter                       $            6.875     $           4.750

                     2000:
First Quarter                        $            6.250     $           4.930
Second Quarter                       $            5.250     $           3.000
Third Quarter                        $            8.000     $           2.000
Fourth Quarter                       $            8.313     $           1.500


     The number of  shareholders  of record of the Company's  common stock as of
December 31, 2000 was approximately 261.

     The Company has not paid any cash dividends to date and does not anticipate
paying  dividends  in the  foreseeable  future.  It is the present  intention of
management to utilize all available  funds for the  development of the Company's
business.



                       ITEM 6 MANAGEMENT'S DISCUSSION AND
                         ANALYSIS OR PLAN OF OPERATIONS



General

The following  discusses the financial position and results of operations of the
Company.

Results of Operations

     From 1984 to 1986,  the Company  attempted to  manufacture,  distribute and
sell chemical products for the purification of water. This business activity was
abandoned.  From 1986 to 1990,  the Company  attempted  to acquire  interests in
various  business  opportunities,  all attempts were abandoned.  The Company was
inactive  from 1990 to 1992.  The  Company  was in the  development  stage  from
December  31,  1992  through  December  31,  1997.  The  Company was not in full
operations as of December 31, 2000, accordingly,  comparisons with prior periods
are not meaningful.

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Total Revenues - For the years ended December 31, 2000 and 1999, the Company had
total trade revenues of approximately $462,000 and $182,000, respectively.

Costs and Expenses - For the year ended  December 31, 1999,  the Company had net
income of  approximately  $75,000.  For the year ended  December 31,  2000,  the
Company  had a net  loss of  approximately  $536,000.  The net  loss for 2000 is
largely  attributable to the  amortization  of intangible  assets and additional
expenses incurred by startup companies.  Given the limited operations which took
place in 2000,  any  discussion  of operating  expenses as a percentage of sales
would not be meaningful and might be misleading.

Liquidity and Capital Resources

     The  Company  requires  working  capital  principally  to fund its  current
operations.  Generally the Company has adequate funds for its activities.  There
are no formal  commitments  from  banks or other  lending  sources  for lines of
credit or similar  short-term  borrowing.  It is  anticipated  that the  current
operations  will expand and funds  generated  will exceed the Company's  working
capital requirements for the next year.

     The Company intends to seek an acquisition of a larger and potentially more
profitable  business.  The Company intends to focus on  opportunities to acquire
new products or  technologies  in development as well as those  currently  being
operated,   including  a  complete  operating  business  that  has  demonstrated
long-term  growth  potential,  strong  marketing  presence,  and the  basis  for
continuing profitability.  The Company has not identified any specific target or
possible  acquisition.  As the Company pursues its acquisition  program, it will
incur  costs for  ongoing  general  and  administrative  expenses as well as for
identifying, investigating, and negotiating a possible acquisition.

     In order to  complete  any  acquisition,  the  Company  may be  required to
supplement  its  available  cash and other  liquid  assets  with  proceeds  from
borrowing, the sale of additional securities, including the private placement of
restricted  stock and/or a public  offering,  or other sources.  There can be no
assurance  that  any such  required  additional  funding  will be  available  or
favorable to the Company.

     Because management  controls 86% of voting rights,  management may actively
negotiate  or  otherwise  consent to the purchase of any portion of their common
stock as a condition to or in connection  with a proposed merger or acquisition.
Furthermore,  management  could consent or approve any particular  stock buy-out
transaction  without  shareholder  approval.  In the event  that an  appropriate
merger  candidate is located,  the Company may need to pay cash finder's fees or
may issue securities (debt or equity) as a finders's fee. Finder's fees or other
acquisition related compensation may be paid to officers,  directors,  promoters
or  their  affiliates.  Any such  finder's  fee  paid to an  officer,  director,
promoter,  or  affiliate  may  present a  conflict  of  interest  because of the
non-arms length nature of such  transaction.  There are no such  negotiations in
progress or contemplated.

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     There  are  no  arrangements  or  understandings   between   non-management
shareholders and management under which non-management shareholders may directly
or  indirectly  participate  in or influence  the  management  of the  Company's
affairs.

     The  Company may be required to  supplement  its  available  cash and other
liquid assets with proceeds from borrowing,  the sale of additional  securities,
or other sources.  There can be no assurance  that any such required  additional
funding will be  available  or, if  available,  that it can be obtained on terms
favorable to the Company.

Inflation and Regulation

     The  Company's  operations  have not  been,  and in the  near  term are not
expected to be, materially affected by inflation or changing prices. The Company
will encounter competition from a variety of firms selling barter/trade services
in  its  market  area.   Many  of  these  firms  have  long  standing   customer
relationships and are well-staffed and well financed.  The Company believes that
competition  in the  barter/trade  industry  is  based on  competitive  pricing,
although  the  ability,  reputation  and support of a marketing  network is also
significant. The Company does not believe that any recently enacted or presently
pending proposed  legislation will have a material adverse effect on its results
of operations.

Factors That May Affect Future Results

     Management's  Discussion  and  Analysis and other parts of this form 10-KSB
contain information based on management's beliefs and forward-looking statements
that involve a number of risks, uncertainties,  and assumptions. There can be no
assurance that actual results will not differ materially for the forward-looking
statements  as a result of various  factors,  including  but not  limited to the
following:

     The  markets  for many of the  Company's  offerings  are  characterized  by
rapidly  changing  technology,  evolving  industry  standards,  and frequent new
product  introductions.  The  Company's  operating  results  will  depend  to  a
significant  extent on its ability to design,  develop,  or otherwise obtain and
introduce new products, services, systems, and solutions and to reduce the costs
of these offerings. The success of these and other new offerings is dependent on
many factors,  including proper  identification of customer needs,  cost, timely
completion  and  introduction,  differentiation  from offerings of the Company's
competitors,  and market acceptance.  The ability to successfully  introduce new
products and services could have an impact on future results of operations.

                           ITEM 7 FINANCIAL STATEMENTS



     The financial statements of the Company and supplementary data are included
beginning  immediately  following the signature page to this report. See Item 13
for a list of the financial

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statements and financial statement schedules included.



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



     There are not and have not been any  disagreements  between the Company and
its accountants on any matter of accounting  principles,  practices or financial
statements disclosure.


                                    PART III



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




Executive Officers and Directors

     The  following  table  sets  forth  the name,  age,  and  position  of each
executive officer and director of the Company:



Director's   Name       Age       Office                      Term of Office

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

James O'Brien          63        CEO/President               1990 to Present

Rose Fischer           46        Secretary/Treasurer         1996 to Present

Chad Nehring           29        Director                    2000 to Present


Business Experience

James O'Brien, CEO/President,  founded Optimum Source International Ltd., during
the past five

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years  Mr.  O'Brien  developed  software,  established  trade  and  countertrade
exchanges for Optimum Source International, Ltd.

Rose Fischer,  Secretary/Treasurer,  with an associate degree in accounting, has
been Director and Operations  Facilitator for the past two years, which includes
finalization and  implementation of all electronic  commerce.  Prior to OSI, Ms.
Ros's experience was as a financial  consultant with a privately held firm since
1985.

Chad Nehring,  Director,  with an  Associate's  Degree in Criminal  Justice,  is
serving  OSI as  Director of  Operations.  He has  attended  the  University  of
Wisconsin  and various  technical  colleges.  Prior to OSI,  since 1990,  Chad's
experience was in law enforcement/public safety in the State of Wisconsin.

Compliance with Section 16(a) of the Exchange Act

     Based  solely  upon a review of forms 3, 4, and 5 and  amendments  thereto,
furnished to the Company during or respecting its last fiscal year, no director,
officer,  beneficial owner of more than 10% of any class of equity securities of
the  Company  or any other  person  known to be  subject  to  Section  16 of the
Exchange  Act of 1934,  as  amended,  failed to file on a timely  basis  reports
required by Section 16(a) of the Exchange Act for the last fiscal year.



                         ITEM 10 EXECUTIVE COMPENSATION



     There has been no executive compensation.


                 ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT




Principal Shareholders

     The table below sets forth  information  as to each person owning of record
or who  was  known  by the  Company  to own  beneficially  more  than  5% of the
11,656,585  shares of issued and  outstanding  Common Stock of the Company as of
March 2, 2000 and information as to the ownership of the Company's Stock by each
of its  directors  and  executive  officers and by the  directors  and executive
officers  as a group.  Except  as  otherwise  indicated,  all  shares  are owned
directly, and

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the  persons  named in the table  have sole  voting  and  investment  power with
respect to shares shown as beneficially owned by them.

                                                   # of
Name and Address                Nature of          Shares
of Beneficial Owners            Ownership          Owned               Percent
Directors

James O'Brien                   Common Stock       10,000,000          86%

All Executive Officers          Common Stock       10,002,534          86%
and Directors as a Group
  (3 persons)

Mr. O'Brien has "sole investment  power" and "sole voting power" over 10,000,000
shares.



             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



     James O'Brien, the President of the Company,  provided the Company with the
marketing distribution plans, compensation program, commission payout structure,
operations, and automated monthly ordering system.

     During 2000 and 1999 the Company  borrowed money from  shareholders  to pay
administrative  expenses.  The loans are payable on demand and carries an annual
interest  rate of 10  percent.  As of  December  31,  2000,  the loans have been
repaid.



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




(a)        The following documents are filed as part of this report.

1.         Financial Statements                                           Page

Report of Robison, Hill & Co., Independent Certified Public Accountants  F - 1


                                       15

<PAGE>



 Balance Sheets
  December 31, 2000 and 1999                                             F - 2

 Statements of Operations
  For the Years Ended December 31, 2000 and 1999                         F - 3

 Statement of Stockholders' Equity
  For the Years Ended December 31, 2000 and 1999                         F - 4

 Statements of Cash Flows
  For the Years Ended December 31, 2000 and 1999                         F - 5

Notes to the  Financial Statements
  December 31, 2000 and 1999                                             F - 6

2.         Financial Statement Schedules

     The following  financial statement schedules required by Regulation S-X are
included herein.

     All schedules are omitted  because they are not  applicable or the required
information is shown in the financial statements or notes thereto.


3.         Exhibits

     The following exhibits are included as part of this report:

Exhibit
Number           Title of Document


3.1      Articles of Incorporation(1)
3.2      By-laws(1)
10.1     2000/2001 Directors and Employees stock option and stock award plan.


(1) Incorporated by reference.


     (a) No reports on Form 8-K were filed.




                                       16

<PAGE>






                                   SIGNATURES



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

                       OPTIMUM SOURCE INTERNATIONAL, LTD.


Dated: March 29, 2001                          By  /S/     James O'Brien
                                               -------------------------
                                               James O'Brien,
                                               C.E.O., President

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

Signatures                                      Title

/S/     James O'Brien
        James O'Brien                           Director, C.E.O., President
        March 29, 2001                          (Principal Executive, Financial
Date                                            and Accounting Officer)

/S/     Rose Fischer
        Rose Fischer                            Director, Secretary/Treasurer
        March 29, 2001
Date

/S/     Chad Nehring
        Chad Nehring                            Director
         March 29, 2001
Date








                                       17

<PAGE>








                          INDEPENDENT AUDITOR'S REPORT



Board of Directors
Optimum Source International, Ltd.



     We  have  audited  the  accompanying   balance  sheets  of  Optimum  Source
International,  Ltd.,  as of  December  31,  2000  and  1999,  and  the  related
statements of operations,  retained earnings,  and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

     In our opinion,  the financial statements referred to above present fairly,
in  all  material   respects,   the   financial   position  of  Optimum   Source
International,  Ltd.,  as of  December  31, 2000 and 1999 and the results of its
operations,  and its cash  flows for the years  then  ended in  conformity  with
generally accepted accounting principles.

                                               Respectfully submitted,



                                               /s/ ROBISON, HILL & CO.
                                               Certified Public Accountants

Salt Lake City, Utah
February 2, 2001


                                      F - 1

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

                                                         2000          1999
                                                      -----------   -----------
Assets
Current Assets
    Cash ...........................................  $    19,222   $       149
    Accounts Receivable ............................       14,771         2,455
    Inventory ......................................      350,737        32,100
    Prepaid Expense ................................        9,000          --
    Available-for-Sale Investments .................        9,827       127,688
                                                      -----------   -----------

     Total Current Assets ..........................      403,557       162,392
Office Equipment and Furniture
(net of depreciation of $1,269) ....................       24,109          --
Other Assets - Intangible Assets ...................         --       1,000,000
                                                      -----------   -----------

                                                      $   427,666   $ 1,162,392
                                                      ===========   ===========

Liabilities and Stockholders' Equity
Liabilities
   Accounts Payable ................................  $    10,000   $    28,748
   Trade Dollars Payable ...........................         --          32,100
   Accrued Liabilities .............................        7,631        11,299
   Short-term Notes Payable ........................       55,000          --
   Loans From Shareholder ..........................         --          95,456
                                                      -----------   -----------

     Total Liabilities .............................       72,631       167,603
                                                      -----------   -----------

Stockholders' Equity
   Preferred Stock, authorized 5,000,000 shares of
        $.01 par value, issued and outstanding zero          --            --
   Common Stock, authorized 50,000,000 shares of
         $.001 par value, issued and
         outstanding 11,656,585 at
         December 31, 2000 and 1999 ................       11,657        11,657
    Additional Paid in Capital .....................    1,096,262     1,096,262
    Accumulated Other Comprehensive Income (Expense)      (77,325)       25,511
    Retained Deficit ...............................     (675,559)     (138,641)
                                                      -----------   -----------

     Total Stockholders' Equity (Deficit) ..........      355,035       994,789
                                                      -----------   -----------

   Total Liabilities and Stockholders' Equity ......  $   427,666   $ 1,162,392
                                                      ===========   ===========

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

                                      F - 2

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                       2000            1999
                                                   ------------     -----------

Revenues ......................................    $    462,591     $   182,626
Cost of Revenues ..............................         111,555          56,400
                                                   ------------     -----------

     Gross Profit .............................         351,036         126,226

Expenses:
   Advertising ................................         (15,785)           --
   General and Administrative Expenses ........        (874,619)        (37,712)
                                                   ------------     -----------

     Income (Loss) from Operations ............        (539,368)         88,514

Other Income (Expense):
   Gain on Sale of Marketable Securities ......          35,461            --
   Interest Income ............................           1,727            --
   Interest Expense ...........................         (34,738)        (13,608)
                                                   ------------     -----------

     Net Other Income (Expense) ...............           2,450         (13,608)
                                                   ------------     -----------

Net Income (Loss) Before Taxes ................        (536,918)         74,906

Income Taxes ..................................            --              --
                                                   ------------     -----------

Net Loss ......................................    $   (536,918)    $    74,906
                                                   ============     ===========

Net Income (Loss) Per Share ...................    $      (0.05)    $      0.03
                                                   ============     ===========

Weighted Average shares
 Outstanding ..................................      11,656,585       2,887,004
                                                   ============     ===========








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

                                      F - 3

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>


                                                                        Accumulated
                                                             Additional Other
                                        Common Stock         Paid-in    Comprehensive
                                    ---------------------                          Retained
                                      Shares      Amount     Capital     Income    Deficit
                                    ----------  ---------  ----------   --------   --------

<S>                                  <C>        <C>        <C>          <C>       <C>
Balance at January 1, 1999 ........  1,654,051  $   1,654  $   92,765   $   --    $(213,547)

November 2, 1999 Shares
issued in exchange for
"The Word" subsidiary ............. 10,000,000     10,000     990,000       --         --

December 20, 1999 Shares
issued for cash ....................     2,534          3      13,497       --         --

Comprehensive income:
  Net Income .......................      --         --          --         --       74,906
  Unrealized holding gains .........      --         --          --       25,511       --
                                    ----------  ---------  ----------   --------   --------

Balance at December 31, 1999 .......11,656,585     11,657   1,096,262     25,511   (138,641)

Comprehensive income:
  Net Loss .........................      --         --          --         --     (536,918)
  Unrealized holding losses ........      --         --          --     (102,836)      --
                                    ----------  ---------  ----------   --------   --------

Balance at December 31, 2000 .......11,656,585  $  11,657  $1,096,262  $ (77,325) $(675,559)
                                    ==========  =========  ==========   ========   ========


</TABLE>










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

                                      F - 4

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
<TABLE>
<CAPTION>


                                                                 December
                                                           ---------------------
                                                             2,000        1999
                                                           ---------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                        <C>         <C>
Net Income (loss) .......................................  $(536,918)  $  74,906
Adjustments used to reconcile net income to net
cash provided by (used in) operating activities:
    Depreciation and amortization .......................    501,269        --
    Gain on sale of available-for-sale investments ......    (35,785)       --
    Unrealized holding losses (gains) ...................    (70,265)       --
Changes in operating assets and liabilities:
   Increase (decrease) in accounts receivable ...........    (12,316)     (2,455)
   Decrease (increase) in inventory .....................   (318,637)     17,900
   Increase in prepaid expense ..........................     (9,000)       --
   Increase (decrease) in accounts payable ..............    (18,748)     10,059
   Increase (decrease) in trade dollars payable .........    (32,100)    (32,900)
   Increase (decrease) in accrued expenses ..............     (3,668)      9,166
   Increase in short-term notes payable .................     55,000        --
                                                           ---------   ---------
Net Cash Provided (used) by operating Activities ........   (481,168)     76,676
                                                           ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets ................................    (25,378)       --
Proceeds from sale of intangible assets .................    500,000        --
Cash received from sale of available-for-sale investments    121,075        --
Acquisition of available-for-sale investments ...........       --      (102,177)
                                                           ---------   ---------
Net cash provided (used) by investing activities ........    595,697    (102,177)
                                                           ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock ..................       --        13,500
Principal payments on loans from shareholder ............   (512,041)       --
Loans from shareholder ..................................    416,585      12,150
                                                           ---------   ---------
Net cash provided (used) by financing activities ........    (95,456)     25,650
                                                           ---------   ---------

Net increase (decrease) in cash and Cash equivalents ....     19,073         149
Cash and cash equivalents at beginning of year ..........        149        --
                                                           ---------   ---------
Cash and cash equivalents at end of year ................  $  19,222   $     149
                                                           =========   =========

Supplemental Disclosure of Cash Flow Information
Interest ................................................  $  38,406   $    --
Income Taxes ............................................  $    --     $    --

                                      F-5
<PAGE>

</TABLE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                                   (Continued)

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:  On November 2, 1999 the Company  acquired a wholly owned subsidiary
"The Word  Ltd" and its  products  and  marketing  rights  (i.e.,  Traders  Tool
software,  Art of Starter Barter Book,  and world wide marketing  rights to both
products),  in exchange  for 10 million  shares of the  Company's  common  stock
valued at $.10 per share (total exchange value $1,000,000).
































    The accompanying notes are an integral part of these financial statements

                                      F - 6

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This summary of accounting policies for Optimum Source International,  Ltd.
is presented to assist in understanding the Company's financial statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization and History

     The Company was incorporated under the laws of the State of Utah on October
24, 1984. The Company  Redomiciled to the State of Nevada on June 29, 1990. From
1984 to 1986, the Company attempted to manufacture, distribute and sell chemical
products for the  purification of water.  This business  activity was abandoned.
From 1986 to 1990,  the  Company  attempted  to  acquire  interests  in  various
business  opportunities,  all attempts were abandoned.  The Company was inactive
from 1990 to 1992.

Nature of Business

     The Company's primary mission is  Barter/Counter-trade  and its proprietary
interactive  services  both  Domestic and  International  and  encompassing  the
liquidation & auction industries globally.

Cash and Cash Equivalents

     For purposes of the  statement  of cash flows,  the Company  considers  all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Reclassification

     Certain  reclassifications  have been made in the 1999 financial statements
to conform with the 2000 presentation.

Concentration of Credit Risk

     The Company has no significant  off-balance-sheet  concentrations of credit
risk such as foreign  exchange  contracts,  options  contracts or other  foreign
hedging  arrangements.  The Company  maintains the majority of its cash balances
with one financial institution, in the form of demand deposits.

                                      F - 7

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (Continued)

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

Loss per Share

     The  reconciliations  of the  numerators  and  denominators  of  the  basic
earnings per share computations are as follows:

                                                                    Per-Share
                                         Income        Shares        Amount
                                         ------        ------        ------
                                        (Numerator)   (Denominator)

                                        For the year ended December 31, 1999
Basic Earnings per Share
Income available to common shareholders $      74,906     2,887,004  $    0.03
                                        ============= =============  =========


                                        For the year ended December 31, 2000
Basic Earnings per Share
Income (loss) available to common shareholders
                                        $    (536,918)   11,656,585  $   (0.05)
                                        ============= =============  =========


     There are no outstanding common stock equivalents at December 31, 2000. The
effect of outstanding  common stock  equivalents  would be antidilutive for 2000
and 1999 and are thus not considered.

Pervasiveness of Estimates

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

Advertising Expense

     Advertising costs are expensed when the services are provided.



                                      F - 8

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (Continued)

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

Investments

     The Company's  securities  investments that are bought and held principally
for the  purpose  of  selling  them in the near term are  classified  as trading
securities.  Trading  securities are recorded at fair value on the balance sheet
in current  assets,  with the change in fair value during the period included in
earnings.

     Investments in securities are summarized as follows:

                                December 31, 2000
                      ---------------------------------------------
                      Gross           Gross
                      Unrealized      Unrealized        Fair
                      Gain            Loss              Value
                      --------------  -------------   -------------
Trading Securities    $         --    $      77,326   $       9,827
                      ==============  =============   =============


                                 December 31, 1999
                      ----------------------------------------------
                      Gross           Gross
                      Unrealized      Unrealized       Fair
                      Gain            Loss             Value
                      --------------  ------------- ---------------
Trading Securities    $       90,007  $      64,495 $       127,688
                      ==============  ============= ===============

     Realized  Gains  and  losses  are  determined  on  the  basis  of  specific
identification.  During  the years  ended  December  31,  2000 and  1999,  sales
proceeds and gross realized gains and losses on securities classified as trading
securities were:


                                       For the Year Ended
                                        December 31,
                                     2000             1999
                               ----------------  ----------------

Sale Proceeds ............     $        121,075  $           --
                               ================  ================

Gross Realized Losses ....     $           --    $           --
                               ================  ================

Gross Realized Gains .....     $        106,051  $           --
                               ================  ================



                                      F - 9

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (Continued)

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

Property and Equipment

     Property and equipment are stated at cost.  Depreciation is provided for in
amounts  sufficient to relate the cost of depreciable  assets to operations over
their estimated service lives,  principally on a straight-line basis from 3 to 5
years.

     Upon sale or other  disposition  of property  and  equipment,  the cost and
related  accumulated  depreciation or amortization are removed from the accounts
and any gain or loss is included in the determination of income or loss.

     Expenditures  for  maintenance  and  repairs  are  charged  to  expense  as
incurred.  Major overhauls and betterments are capitalized and depreciated  over
their useful lives.

     The Company  identifies and records  impairment losses on long-lived assets
such as property and equipment when events and circumstances  indicate that such
assets  might be impaired.  The Company  considers  factors such as  significant
changes in the  regulatory or business  climate and projected  future cash flows
from the respective asset. Impairment losses are measured as the amount by which
the carrying amount of intangible asset exceeds its fair value.

NOTE 2 - RELATED PARTY TRANSACTIONS

     During  2000 and 1999 the  Company  borrowed  money  from an officer to pay
administrative  expenses.  The loan is payable  on demand and  carries an annual
interest  rate of 10 percent.  As of December 31, 2000 the loan was paid in full
including  accrued  interest.  The  Company  transferred  $500,000  in rights to
intangible  assets in partial  payment for  principal  and interest  owed by the
Company to the stockholder.

NOTE 3 - SHORT-TERM NOTES PAYABLE

     Short-Term  Notes on  December  31, 2000 and 1999 in the amounts of $55,000
and $-0- respectively, are due on demand with interest rates of 10%. The note is
collateralized by inventory.

b) In  addition  to  ordinary  routine  litigation  incidental  to its  business
operations,  which the Company does not believe,  in the aggregate,  will have a
material  adverse  effect on the  Company,  or its  operations,  the Company was
engaged in the following lawsuits:

                                      F - 10

<PAGE>






                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (Continued)

NOTE 4 - INCOME TAXES

     As of December 31, 2000, the Company had a net operating loss  carryforward
for income tax reporting  purposes of  approximately  $111,000  expiring in 2016
through  2018.  Current tax laws limit the amount of loss that can offset future
taxable  income when there is a substantial  change in ownership.  The amount of
net operating loss available to offset future income will be limited if there is
a substantial change in ownership.

     The Company is subject to corporate  federal  income taxes.  Deferred taxes
are determined based on the estimated future tax effects of differences  between
the  financial  reporting  and tax basis of  assets  and  liabilities  given the
provisions  of the enacted tax laws.  The  deferred  tax asset and  deferred tax
liability comprised the following at December 31:


                                                          2000           1999
                                                       ---------       --------
Deferred Tax Asset:
  Net operating loss carryforward ...............      $ 229,000       $ 26,540
  Valuation Allowance ...........................       (229,000)       (26,540)
                                                       ---------       --------
Deferred Tax Asset ..............................           --             --
                                                       ---------       --------
Deferred Tax Liability: .........................           --             --
                                                       ---------       --------
Net Deferred Tax Asset (Liability) ..............      $    --         $   --
                                                       =========       ========


The components of the income tax provision are as follows:


                                                   2000                 1999
                                                 ---------             --------
Current
 Federal ............................            $(182,000)            $ 14,535
 State ..............................                 --                   --
Deferred
 Federal ............................              182,000              (14,535)
 State ..............................                 --                   --
                                                 ---------             --------

     Total ..........................            $    --               $   --
                                                 =========             ========





                                     F - 11

<PAGE>



                       OPTIMUM SOURCE INTERNATIONAL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999
                                   (Continued)

NOTE 4 - INCOME TAXES (Continued)

A  reconciliation  between the  Company's  effective  tax rate and the statutory
federal income tax rate on the income from continuing operations is as follows:

                                                 2000       1999
                                                -------     -----
Statutory federal income tax rate .........       34.00  %  34.00  %
State income taxes ........................        --    %   --    %
Other .....................................      (34.00) % (34.00) %
                                                -------     -----

Effective income tax rate .................        --    %   --    %
                                                =======     =====


NOTE 5 - COMMITMENTS AND CONTINGENCIES

     The Company has  committed  to a one year lease at $1,500 per month for its
corporate headquarters in Las Vegas, Nevada.

     The Company has been involved in ordinary routine litigation  incidental to
its business  operations,  which the Company does not believe, in the aggregate,
will have a material  adverse  effect on the  Company,  or its  operations,  the
Company.

NOTE 6 - DIRECTORS AND EMPLOYEES STOCK OPTION PLAN

     The Company as  authorized  a stock option and stock award plan whereby the
Company can issue stock  options to  employees  at no less than 100% of the fair
market  value of a share of Common Stock on the date the option is granted or in
the case of a more than 10% owner no less than 110% of the fair market value. As
of December 31, 2000 no options have been granted.

                                     F - 12