16
     16

                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                  For the Second Quarter ended January 31, 2000



                        COMMISSION FILE NUMBER:  0-28767



                                 EDITWORKS, LTD.
             (Exact name of Registrant as specified in its charter)



  NEVADA     88-0403070
(Jurisdiction  of  Incorporation)     (I.R.S.  Employer  Identification  No.)


24843  DEL  PRADO  SUITE  318  DANA  POINT  CA     92629
(Address of principal executive offices)                            (Zip Code)


Registrant's  telephone  number,  including  area  code:     (949)  248-9561


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


Securities  registered  pursuant  to  Section  12(g)  of  the Act:    7,312,200

Yes  [X]   No [ ]  (Indicate by check mark whether the Registrant (1) has filed
   all report required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.)

As of January 31, 2000, the number of shares outstanding of the Registrant's
Common Stock was  7,312,200.

<PAGE>
                          PART I: FINANCIAL INFORMATION


--------------------------------------------------------------------------------
                         ITEM 1.   FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------

     Attached  hereto and incorporated herein by this reference are consolidated
unaudited  financial  statements  (under  cover of Exhibit F2Q-2000) for the six
months  ended  January  31,  2000.


--------------------------------------------------------------------------------
       ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
-------------------------------------------------------------------------------

 (A)  PLAN OF OPERATION. We have launched our current business and established a
computer  aided,  post-production  editing service for various media businesses,
using  3-D  capable  computer  equipment  developed  by the Avid 9000 Digital
Editing  System. The Avid 9000 is the only disk-based digital nonlinear video
workstation to feature real-time, full-motion alpha keys for two independent 3-D
video  channels,  the  equivalent  of  four video channels. We have had only two
contract  customers  to  date.  We  have  one  current contract customer, namely
Reliant  Interactive  Media Corp. We are accordingly highly dependent at present
on  the good will of a single principal customer. While we have no present plans
to engage in Reverse Acquisition transactions, such transactions are possible in
the  forseeable  future. At the end of our contract with Reliant, depending upon
certain  elections of Reliant whether or not to exercise its options to purchase
our  equipment,  then,  we  must  decide  whether  to  acquire new equipment and
continue  our  operations,  or  not.  It will depend upon whether we are able to
attract  other  customers and other business. Our present business is profitable
for  the  present  term,  as  further  explained  in  this  Report.

      (1)  PLAN  OF  OPERATION  FOR  THE NEXT TWELVE MONTHS. We will continue to
service  the  existing contract with Reliant Interactive Media Corp. We may seek
additional  customers  at some indefinite future time, but its present resources
do  not  permit  extensive advertising or promotion. It is accordingly dependent
upon  word  of  mouth  and  favorable  referrals  from its existing and previous
customers  and  from  such  other  business  acquaintances  as  may provide such
referrals.  We  have no plans to pursue any Reverse Acquisition at any time, but
as  a  practical matter we could not do so before obtaining quote-ability on the
OTCBB.  It  is  not foreseeable that we might begin to plan along these lines at
any time before November of 2000, and then only if our present business activity
does  not  appear  to  provide indications of future profitability at that time.

     We  currently  enjoy  a  very complex relationship with Reliant Interactive
Media  Corp.  pursuant  to  that  certain  Editworks  Ltd.  Service Agreement of
October,  1999,  which  is  Exhibit  6.1.  to  our Form 10-SB (our last previous
filing).  As  a  practical  matter,  this  relationship  makes  Reliant the sole
customer  of  this  Registrant  for  the  immediate future. For a monthly fee of
$10,000.00,  beginning  October  1,  1999,  Editworks Ltd., this Registrant, has
relocated  all  of its editing equipment to Reliant's facilities in Florida, and
performs  editing,  production  and  post-production  services  to  Reliant,  in
connection  with  Reliant's  business  of  producing Infomercial media marketing
programs.  Of  that  $10,000.00  per  month, $2,500.00 has been allocated by the
parties  as  a  tentative  acquisition  by  Reliant of an equity interest in the
equipment. The term of the contract is for one year, but may be extended for two
additional  one-year  terms. If the contract is terminated by Reliant at the end
of  one year, Editworks Ltd. will repurchase the Reliant equity in the equipment
for  half  the  payments  applied  to  it;  or,  in the alternative, Reliant may
purchase the equipment outright for a lump sum payment of $100,000 at the end of
one  year,  or  $50,000  at the end of two years, or $25,000 at the end of three
years.  The  purpose  and  effect  of these provisions is that at the end of the
first  year,  Reliant has an incentive to either terminate then or proceed for a
full three years, for the reason that, should Reliant terminate after the end of
the  first one-year term, its tentative credit for equity shall have lapsed, and
the  equipment  shall  be  owned  by the Registrant unless Reliant purchases it.
<PAGE>

     As  a  matter  distinct  from  those amounts and agreed payments, Editworks
shall  pay  to  Reliant  an  amount of $200 per month as rent for the use of the
facilities  provided  by  Reliant. As a further complexity of this Relationship,
Reliant  shall  pay  to Registrant a royalty equal to one quarter of one percent
(0.25%)  on Reliant's gross sales (as defined by GAAP accounting) less shipping,
handling, returns and taxes, on all Infomercials for which EditWorks provides or
has provided services pursuant to the agreement. The royalties shall be paid for
as  long  as there are revenues realized on the particular infomercial; however,
the  royalties  shall  be  paid only on an aggregate of the first $50,000,000 in
revenues as defined previously. As these royalties may be paid, one-half of such
royalties  shall  be  credited  to  Reliant's  earning new investment restricted
shares  of  Editworks  common stock, on the basis of one such share per $5.00 of
credited  payments.  Such  shares entitlement shall accumulate, such that actual
issuance  shall be in no less than 100 share blocks. Editworks shall pay Reliant
one-half  of  all  net  profits  (again  as  defined  by  GAAP)  realized  from
post-production  contracts  with  third  parties  facilitated  by  Reliant.  The
agreement  expressly provides that neither party is the agent of the other, that
they  are  not  partners,  nor joint-venture participants, but principal parties
dealing  at  arm's  length.

      Briefly  summarized here, it is material that the agreement has an initial
one-year term, but may be extended for two additional terms for a total of three
years.  It  is  an  open  question whether, at the end of the term, Reliant will
choose to purchase the Registrant's equipment, pursuant to agreement, or whether
Registrant  will  retain it. Thus, the Registrant may be in continuous operation
for the next three years or may have an election to make in one year, whether to
purchase  new equipment and continue in its present business, or whether then to
seek  an  acquisition,  most  likely,  a  reverse  acquisition  transaction.

     CASH  REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We have no
immediate or forseeable need for additional funding, from sources outside of its
circle  of shareholders, if at all, during the next twelve months. We expect our
revenues  to  fund  current  operations  adequately,  and  may  exceed  them
substantially;  although  there  can be no guaranties about future results. This
optimistic  statement must be qualified by the reality that its revenues to date
from  Reliant  are receivables unpaid, and that the timing of payment of accrued
receivables  from  Reliant may depend to some degree on the monthly liquidity of
Reliant,  in  terms  of  its  collection of its receivables. Reliant Interactive
Media  Corp.  is  a  public  reporting  corporation.  Its  reports and financial
statements  are  accessible  by  the  public as public information from standard
sources including EDGAR. Short-term advances by the principal shareholder may be
made in the case that realization of receivables fall short of current expenses,
in  the  short  term.
<PAGE>

     The  stabilized  monthly expenses of this Registrant are expected to follow
the following established pattern, of about $8,000.00 per month. The table which
follows  provides  a  breakdown  of  those  normal  monthly  expenses

     The  Remainder  of  this  Page  is  Intentionally  left  Blank

<PAGE>

<TABLE>
<CAPTION>
<S>                      <C>       <C>
Expenses                 Monthly   Annualized
                         --------  -----------
Services:
-----------------------
 One Employee            $  5,000  $    60,000
 Contract Services            500        6,000
-----------------------  --------  -----------
Rent:
-----------------------
 Office                     1,000       12,000
 Editing Facilities           200        2,400
-----------------------  --------  -----------
Other:
-----------------------
 Insurance on Equipment       200        2,400
 Utilities                      0            0
 Telephone                    125        1,500
 Shipping                      35          420
   TOTALS                $  7,060  $    84,720
=======================  ========  ===========
</TABLE>

     It  would  follow  that  the  Registrant  would  require revenues to exceed
$100,000.00 annually to approach substantial profitability. While such a goal is
believed  to be achievable in the next twelve months, a cautionary consideration
is  appropriate. Increased business activity may engender increased costs. There
is  no  assurance,  therefore,  that  this  Registrant  will achieve substantial
profitability  in  the  next  twelve  months.

     There  are  certain  other corporate expenses not included in the foregoing
tabular  analysis;  namely,  the expenses of auditing the corporation, legal and
professional  requirements,  including expenses in connection with this 1934 Act
Registration  of its common stock, and periodic and other reports required to be
filed  by  1934  Act  reporting  companies,  the  expenses,  mostly  legal  and
professional, of corresponding with NASD, as may be required, in response to its
comments  on any submission of the common stock of this Registrant for quotation
on the OTCBB. It is the estimate of management that these supplementary expenses
may  approach,  but  will  not  exceed  $20,000.00  in  the  next twelve months.
<PAGE>

     We  may  be  forced to effect some advances from its Principal Shareholder,
for  costs  involved in maintenance of corporate franchise and filing reports as
may  be  required,  when  and if this 1934 Act registration is effective. Should
this  become  necessary, the maximum amount of such advances is estimated not to
exceed  $20,000.00.  No  agreement  by  the  Principal  shareholder to make such
advances  is  in  place, and no guarantee can presently be given that additional
funds, if needed, will be available. It is by far more likely that advances will
take  the  form  of  providing services on a deferred compensation basis. Should
further  auditing  be required, such services by the Independent Auditor may not
be  the  subject  of  deferred  compensation.  The expenses of independent Audit
cannot  be  deferred  or compensated in stock or notes, or otherwise than direct
payment  of  invoices  in  cash.

     We  do not anticipate any contingency upon which we would voluntarily cease
filing  reports  with the SEC, even though we may cease to be required to do so.
It  is  in our compelling interest to report its affairs quarterly, annually and
currently,  as  the  case  may  be,  generally  to  provide  accessible  public
information  to  interested  parties,  and  also  specifically  to  maintain its
qualification  for  the OTCBB, if and when the Registrant's intended application
for  submission  may  become  effective.

     SUMMARY  OF  PRODUCT  RESEARCH AND DEVELOPMENT. None. We are not engaged in
research  and  development.

     EXPECTED  PURCHASE  OR  SALE  OF  PLANT  AND  SIGNIFICANT  EQUIPMENT. None.
However,  please  refer  to  the  previous  discussion  for  disclosure  of  the
contingencies  which  might  result  in the sale of Registrant's equipment on or
after  September  30,  2000.

     EXPECTED  SIGNIFICANT  CHANGE  IN  THE  NUMBER  OF  EMPLOYEES.  None. It is
possible,  however  that  a  significant  increase  in  the business of its sole
customer  would  result  in the increase of the editing staff of this Registrant
from  its  present  single  employee.


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

     OPERATIONS  AND  RESULTS  FOR THE PAST TWO FISCAL YEARS. None. This Company
was  incorporated on August 20, 1998, for the purpose of establishing a computer
aided,  post-production  editing service for various media businesses, using 3-D
capable computer equipment developed by the Avid 9000 Digital Editing System.
It had some limited operations during its first fiscal year ended July 31, 1999.
From  inception on August 20, 1998 through July 31, 1999, the Registrant's first
fiscal  year,  it  enjoyed  revenues  of  $72,663,  with  first-year general and
administrative and total expenses of $169,213, for a net loss of $96,550 ($0.014
per  share)  for  its  first  fiscal  year.
<PAGE>

     More  recently,  for  the  six months ended January 31, 2000, revenues were
$34,000,  and  total  expenses  were  $84,284,  for  a  net  loss  of  $49,384.

     Its  current  arrangement with Reliant Interactive Media Corp. is presently
productive, but may impose interim limitations on Registrant's ability to expand
current  operations.  Pursuant  to  this  arrangement, the Registrant has placed
substantially  all  of  its  equipment  in  Florida,  in  facilities provided by
Reliant,  and  has  stationed  its  employee  at  that  location. Reliant is the
producer of infomercial marketing audio-visual products, principally infomercial
video  programs  to  be  aired on commercial television. For these services, the
Registrant  is to receive a monthly fee of $10,000.00 of which $2,500.00 monthly
is  an  accumulating  investment  by  Reliant in the Registrant's equipment. The
Registrant  also  accrues  a  royalty of one quarter of one percent of Reliant's
gross  sales, less shipping, handling, returns and taxes on all infomercials for
which  the  Registrant  provides  services.

     FUTURE  PROSPECTS.  The  Registrant  is  unable  to  predict  the  ultimate
direction  of  its future prospects. It is to be hoped that its arrangement with
Reliant  would  generate  introductions  and  referrals  of new business for the
Registrant's  editing  services. The extent to which this Registrant can project
itself  as  a  true  going  concern  for  the  future,  beyond  the scope of its
single-customer  base,  will  depend  upon  this  eventuality.

 (C)  REVERSE ACQUISITION CANDIDATE. A mature and businesslike evaluation of the
affairs  of  this  Registrant  require  the  consideration  of  certain possible
eventuality,  which,  although  uncertain, and which may not occur, are none the
less  the  kind  of  events which must be considered sufficiently foreseeable to
require  consideration,  discussion  and  disclosure.  It  is possible that this
Registrant  will  attract sufficient referrals from its service arrangement with
Reliant  to  provide an incentive to continue with its present business plan, to
acquire additional equipment and possibly establish a new and different location
for  its  operations.  It  is  also  reasonable  to  consider  that a continuing
relationship  with  Reliant  would  result in Reliant's becoming the substantial
owner of all or most all of the Registrant's equipment, and that this Registrant
may  not  acquire  additional  equipment  and  continue to seek customers for it
services  as  presently  described.  In  that  case it would continue to own the
diminishing  assets  of  royalties  from  Reliant,  but  would not be engaged in
generating  new  revenues.

     The logical outcome of the second eventuality would be to seek a profitable
business  opportunity.  The  acquisition of such an opportunity could and likely
would  result  in  some  change  in control of the Registrant at such time. This
would  likely  take  the  form  of  a  reverse acquisition. That means that this
Registrant  would  likely  acquire  businesses and assets for stock in an amount
that  would  effectively  transfer control of this Registrant to the acquisition
target company or ownership group. It is called a reverse-acquisition because it
would  be an acquisition by this Registrant in form, but would be an acquisition
of this Registrant in substance. Capital formation issues for the future of this
Registrant  would  arise  only  when  targeted  businesses  or  assets have been
identified.  Until such time, this Registrant has no basis upon which to propose
any  substantial  infusion  of  capital  from  sources  outside of its circle of
affiliates.
<PAGE>



     the  remainder  of  this  page  left  intentionally  blank




--------------------------------------------------------------------------------
                           PART II: OTHER INFORMATION
--------------------------------------------------------------------------------
<PAGE>


--------------------------------------------------------------------------------
                           ITEM 1.  LEGAL PROCEEDINGS
--------------------------------------------------------------------------------

                                      None
<PAGE>

--------------------------------------------------------------------------------
                          ITEM 2.  CHANGE IN SECURITIES
--------------------------------------------------------------------------------
                                      None
<PAGE>

--------------------------------------------------------------------------------
                    ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
--------------------------------------------------------------------------------

                                      None
<PAGE>

--------------------------------------------------------------------------------
           ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------

                                      None
<PAGE>

--------------------------------------------------------------------------------
                           ITEM 5.  OTHER INFORMATION
--------------------------------------------------------------------------------

                                      None
<PAGE>

--------------------------------------------------------------------------------
                    ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------
                                      None
<PAGE>

--------------------------------------------------------------------------------
                                  EXHIBIT INDEX
--------------------------------------------------------------------------------

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

       Exhibit F2Q-00: Financial Statements (Un-Audited) January 31, 2000


               the remainder of this page left intentionally blank

<PAGE>

                                   SIGNATURES


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Form  10-Q  Report for the Quarter ended January 31, 2000, has been signed below
by  the  following person on behalf of the Registrant and in the capacity and on
the  date  indicated.

                                 EDITWORKS, LTD.

Dated:  January  31,  2000
     By
<TABLE>
<CAPTION>
<S>                 <C>
Table On
/s/                                /s/
J. Dan Sifford      Jena M. Harry
president/director  secretary/director
==================  ==================
</TABLE>

<PAGE>
     17
     17
<PAGE>
--------------------------------------------------------------------------------
                                EXHIBIT F2Q-2000
                         UN-AUDITED FINANCIAL STATEMENTS
                    FOR THE SIX MONTHS ENDED JANUARY 31, 2000
--------------------------------------------------------------------------------
                                 EDITWORKS, LTD.
                            BALANCE SHEET (UNAUDITED)
                     For the fiscal year ended July 31, 1999
                And  the  six  months  ended  January  31,  2000
<TABLE>
<CAPTION>
<S>                              <C>             <C>            <C>
                                 January 31,     July 31,
                                          2000           1999
CURRENT ASSETS
Cash                                       765            165
Accounts Receivable                     46,685         37,886
                                 --------------  -------------
TOTAL CURRENT ASSETS                    47,450         38,051

OTHER ASSETS
Organizational Costs                         0          4,913
Editing Equipment                      186,045        176,372
Depreciation                           (40,099)       (22,831)
                                 --------------  -------------
TOAL OTHER ASSETS                      145,946        158,454
TOTAL ASSETS                           193,396        196,505
                                 ==============  =============

                                 LIABILITIES &   STOCKHOLDERS   EQUITY
LIABILITIES
Accounts Payable                        41,788         21,513
                                 --------------  -------------
STOCKHOLDERS EQUITY
Common Stock, $.001 par value;
authorized 50,000,000 shares
issued and outstanding,
7,104,200 shares and
7,312,200 shares respectively            7,312          7,104
Additional Paid-In Capital             290,230        264,438
Accumulated Equity (Deficit)          (145,934)       (96,550)
Total Stockholders Equity              151,608        174,992
                                 --------------  -------------
TOTAL LIABILITIES &
STOCKHOLDERS EQUITY                    193,396        196,505
                                 ==============  =============
</TABLE>
                   The accompanying notes are an integral part
                         Of these financial statements.
                                   Page  F-2
<PAGE>

                                 EDITWORKS, LTD.
             STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
                     For the fiscal year ended July 31, 1999
                  And  the  six  months  ended  January  31,  2000
<TABLE>
<CAPTION>
<S>                               <C>           <C>
                                  January 31,   July 31,
                                         2000        1999
                                  ------------  ----------

Revenues                               34,900      72,663

General and Administrative exp.        84,284     169,213

Net Loss from Operations              (49,384)    (96,550)

Net Income (Loss)                     (49,384)    (96,550)
                                  ============  ==========

Loss per Share                       (0.00690)   (0.01449)
                                  ============  ==========

Weighted Average
    Shares Outstanding              7,158,200   6,661,700
                                  ============  ==========
</TABLE>
                   The accompanying notes are an integral part
                          Of these financial statements
                                    Page  F-3
<PAGE>


                                 EDITWORKS, LTD.
             STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED)
             For the period from inception of the Development Stage
                    On August 20, 1998, through July 31, 1999
                    And the six months ended January 31, 2000
<TABLE>
<CAPTION>
<S>                               <C>        <C>    <C>         <C>           <C>
                                                    Additional  Accumulated   Total Stock-
                                  Common     Par    Paid-In     Equity        holders' Equity
                                  Stock      Value  Capital        (Deficit)         (Deficit)
                                  ---------  -----  ----------  ------------  ----------------

Common Stock issued at inception  6,042,200  6,042           0            0              6,042

Sale of Common Stock              1,062,000  1,062     264,438            0                  0

Net (loss) during period                  0      0           0      (96,550)                 0
                                  ------------------------------------------------------------

Balance at September 30, 1999     7,104,200  7,104     264,438      (96,550)           174,992

Sale of Common Stock                208,000    208      25,792            0                  0

Net (loss) during period                  0      0           0      (49,384)                 0
                                  ------------------------------------------------------------

Balance at January 31, 2000       7,312,200  7,312     290,230     (145,934)           151,608
</TABLE>
                   The accompanying notes are an integral part
                          Of these financial statements
                                    Page F-4
<PAGE>

                                 EDITWORKS, LTD.
                       STATEMENTS OF CASH FLOW (UNAUDITED)
                     For the fiscal year ended July 31, 1999
                    And the six months ended January 31, 2000
<TABLE>
<CAPTION>
<S>                             <C>           <C>
                                January 31,   July 31,
Operating Activities                   2000       1999
                                ------------  ---------

Net Income (Loss)                   (49,384)   (96,550)

Less items not effecting cash             0     23,960
(amortization)
Less items not effecting cash
(organizational expenses)             4,913          0
                                ------------  ---------

Net Cash from Operations            (44,471)   (72,590)

Cash Increase (Decrease)
Sale of Stock                        26,000    265,500
Cash Increase (Decrease)
Investment in                        (9,673)  (176,372)

Cash Increase (Decrease)
Accounts Payable                     20,275     21,513
Cash Increase (Decrease)
Accounts Receivable                   8,799    (37,886)
                                ------------  ---------
Beginning Cash                          165        -0-

Ending Cash                             765        165
                                ============  =========
</TABLE>
                  The accompanying notes are  an integral part
                          Of these financial statements
                                   Page  F-5
<PAGE>

                                 EDITWORKS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                     for the fiscal year ended July 31, 1999
                  and for the six months ended January 31, 2000

1-FORMATION  AND  OPERATIONS  OF  THE  COMPANY

     EditWorks,  Ltd.  (the  Company) was incorporated in the state of Nevada on
August  20, 1998. The Company operates a computer aided, post-production editing
service for the TV, video and movie business using 3D capable computer equipment
developed  by the AVID 9000 Digital Editing System.The Company is authorized to
issue 50,000,000  Common  Shares  each  with a par value of $0.001.  During the
fiscal year  ended July 31, 1999 the Board of Directors and Shareholders of the
Company authorized  the  issuance of a minimum of 900,000, and a maximum of
1,200,000 of its  Common  Shares  in  a  Regulation D, 504 offering.  As of the
date of these statements  1,062,000  shares  have been sold pursuant to that
offering.  During the period ended January 31, 2000 the Company sold 208,000 of
its Common Shares.

2-SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

(a)     BASIS  OF  ACCOUNTING

     Accounting  records  of the Company and financial statements are maintained
and  prepared  on  an  accrual  basis.

(b)     FISCAL  YEAR

     The  Company's  proposed fiscal year end for accounting and tax purposes is
July  31.

(c)     ORGANIZATION  COSTS

     The  Company  incurred  $6,042 of organization costs in 1998.  These costs,
which  were  paid  by  shareholders  of the Company and which were exchanged for
6,042,200  shares  of  common  stock  having  a  par value of $6,042, were being
amortized  on  a straight line method over a  60 month period through the end of
the  fiscal  year  ended  July 31, 1999. The remaining organization costs in the
amount  of  $4,913 were expensed in the fiscal year beginning August 1, 1999 due
to  a change in accounting principals which became effective on January 1, 1999.

 (d)     CASH  EQUIVALENTS

     For  Financial  Accounting Standards purposes, the Statement of Cash Flows,
Cash  Equivalents include time deposits, certificates of deposit, and all highly
liquid  debt  instruments  with  original  maturities  of  three months or less.
Whatever cash amount included on the Company's Statements of Cash Flow, however,
will  be  comprised  exclusively  of  cash.
                                    page F-6
<PAGE>

EditWorks,  Ltd.
Notes  to  Financial  Statements
for  the  fiscal  year  ended  July  31,  1999
and  for  the  six  months  ended  January  31,  2000
continued

3-PROPERTY  AND  EXECUTIVE  COMPENSATION

(a)     PROPERTY:

     The  Company's  offices  and  all  of  its records are located at 24843 Del
Prado,  Suite  318,  Dana  Point,  California  92629.

(b)     EXECUTIVE  COMPENSATION:

     From inception through February 1999, the Company paid no cash compensation
to  its  officers  or  directors.  Officers  of  the Company were reimbursed for
out-of-pocket  expenses.  Beginning in October 1999, and continuing to the date
of  these  financial  statements,  the  Company's  President  has been receiving
compensation in the amount of $5,000 per month.  In addition, other Officers may
receive compensation for services performed on behalf of the Company.  The terms
of  any  such  compensation  will  be  determined on the basis of the nature and
extent  of  the  services which may be required and will be no less favorable to
the  Company  than  the  charges  for similar services made by independent third
parties  who  are  similarly  qualified.  No officer or director, other than the
President, is required to make any specific amount or percentage of his business
time  available  to  the  Company.

5-STOCKHOLDERS'  EQUITY.

The  Company  is  authorized to issue 50,000,000 shares of common stock having a
par  value  of  $0.001.  In  August 1998, 6,042,200 shares of Common Stock, were
issued in exchange for organizational costs which were valued by management at a
total  of $6,042. In January 1999, 1,062,000 shares of Common Stock, were issued
in  exchange for $265,500 in cash. In November and December 1999, 208,000 shares
of  Common  Stock,  were  issued  in  exchange  for  $26,000  in  cash.
                                    page F-7
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