--------------------------------------------------------------------------------
                                  Jena M. Harry
                                    PRESIDENT
                                 Editworks, Ltd.
                              24843 Del Prado, #318
                              Dana Point, CA 92629
            (Name and Address of Person Authorized to Receive Notices
          and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
                                 WITH A COPY TO:
                             KARL E. RODRIGUEZ, ESQ
                     34700 Pacific Coast Highway, Suite 303
                           Capistrano Beach, CA 92624
                                 (949) 248-9561
                               fax (949) 248-1688
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                                   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, 2001

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


                        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  326  Dana  Point  CA                             92629
(Address  of  principal  executive  offices)                         (Zip  Code)


Registrant's  telephone  number,  including  area  code:         (949)  488-0736

Securities  registered  pursuant  to  Section  12(g)  of the Act:     49,122,000

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,  2001, the number of shares outstanding of the Registrant's
Common  Stock  was  49,122,000.

                                  INTRODUCTION

     This  Report  is  filed to report the end of our current Second Quarter. We
intend  to  advance  our  next fiscal year-end from July 31, 2001 to January 31,
2001,  with  the result that a transitional annual report would be due April 30,
2001  for  the  full-year  ended  January  31,  2001.

     This  Report  also  announces  a  probable  acquisition.

                                        1


                          PART I: FINANCIAL INFORMATION


                    ITEM 1.  SELECTED FINANCIAL INFORMATION.

     Attached  hereto and incorporated herein by this reference are consolidated
unaudited  financial  statements  (under  cover of Exhibit QF2-01/31/01) for the
three  months  and  six  months  ended  January  31,  2001.

<TABLE>
<CAPTION>
<S>                           <C>         <C>          <C>        <C>        <C>
Balance Sheet:                                       2nd Quarter   1st Quarter  Year End
Selected Information                                   1/31/01      10/31/00   7/31/00
                                                      Unaudited.   Unaudited   Audited
                                                       -------------------------------
Cash and Equivalents                                          0          0        580
Accounts Receivable                                           0          0     63,790
                                                       -------------------------------
Current Assets                                                0          0     64,370
                                                       -------------------------------
Property and Equipment, Net                                   0          0    176,722
Depreciation                                                  0          0    (59,234)
                                                       -------------------------------
Other Assets                                                  0          0    117,488
                                                       -------------------------------
Total Assets                                                  0          0    181,858
                                                       ===============================
Accounts Payable                                              0          0     72,858
                                                       -------------------------------
Total Liabilities                                             0          0     72,858
                                                       -------------------------------
Common Stock                                             49,122     49,122     73,122
Paid-in Capital                                         248,420    248,420    224,420
Accumulated Deficit                                    (297,542)  (297,542)  (188,542)
                                                       -------------------------------
Total Equity                                                  0          0    109,000
                                                       -------------------------------
Total Liabilities and Equity                                  0          0    181,858
                                                       ===============================
</TABLE>



     On  August  31,  2000,  we  resolved to distribute ownership of our wholly-
Owned operating subsidiary NetFilms, Inc. to  our  shareholders:  one  share  of
NetFilms, Inc.  for  every  share  of  Editworks, Ltd. of record at the close of
Business September 1, 2000. As a  result,  our  existing  shareholder  base  was
unchanged, and our  shareholders  became  the  shareholders  of  NetFilms, Inc.,
a  private non-trading Nevada corporation. This was a related party transaction,
in which immediately following the  distribution,  the shareholders who  control
this corporation were the shareholders who controlled NetFilms, Inc.  For  that
reason, we  have  had  no  operations,  assets or liabilities for the  past two
quarters.

                                        2


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


 (A)  PLAN  OF  OPERATION.  On  September  1, 2000, we ceased to be an operating
company.  We  have  previously reported our former business, consisting of  an
operating  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 had
only  two  contract  customer at September 1, 2000  to  date.  We had only one
current contract customer, namely  Reliant  Interactive Media Corp. We were
accordingly highly dependent on the  good  will  of a single principal customer.
While we had no plans then to engage  in  Reverse Acquisition transactions, such
 transactions were reported as possible  in  the forseeable future. We reported
that 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 might decide whether to acquire new equipment and continue
our operations, or not. It was to depend upon whether  we  were  able to attract
  other  customers and other business. As of September  1,  2000,  our former
business became the business of NetFilms, Inc., all assets and operations having
 been transferred to that subsidiary previously, and  ownership  of  that
subsidiary  having been distributed to shareholders on September  1,  2000.

     STOCK  REPURCHASE.  On September 5, 2000 we repurchased 2,400,000 shares of
common stock from our principal J. Dan Sifford, for $2,400 (par value, being the
basis  on  which  such  shares  had  been  issued  to  him  previously).

     FORWARD  SPLIT.  On September 12, 2000, after the foregoing distribution of
NetFilms, Inc., we declared a ten for one forward split of our common stock. The
record  date  was September 25, 2000. As a result, our 7,312,200 pre-split share
(reduced  by  2,400,000  repurchased  shares) became 49,122,000 shares of common
stock  issued  and  outstanding.

                          -------------------------------
                          |  Pre-Split .    Post-Split  |
                          |-----------------------------|
                          |  7,312,200 .   73,122,000   |
                          | (2,400,000)   (24,000,000)  |
                          -------------------------------
                          |  4,912,200 .   49,122,000   |
                          ===============================

     BUSINESS  TO BE ACQUIRED. On February 27, 2001, our shareholders authorized
management  to  proceed with the acquisition of TriLucent Technologies, Inc., to
increase  the  Authorized  Capital of the Corporation, to change the name of the
Corporation,  and to designate the new Directors  to take office when and if the
 acquisition of TriLucent Technologies, Inc.  may  be effective. Our Sole
Remaining Director, Jena Harry, presented that certain  Plan  of  Reorganization
and Acquisition, of February 27, 2001, by and between  Editworks,  Ltd.  (this
Corporation)  and TriLucent Technologies, Inc. ("TTI");  wherein  TTI proposes
a  transaction in which this Corporation would acquire  TTI  in exchange for
the  issuance  of  6,400,000  new  investment  shares  of
this  Corporation;  by  which  issuance  the  shareholders  of TTI would acquire
 effective  control  of this Corporation, and TTI's Officers and Directors would
join  the  Board of Directors and Management of this Corporation. Ms. Jena Harry
made  clear that this Corporation is a full-reporting company, with common stock
registered  under  12(g) of the Securities Exchange Act of 1934. The approval by
this  Majority  Shareholder  Action  would  not  result  in  the closing of this
transaction.  The  proposed  transactions  mentioned  in  this Action must be in
compliance  with  filings  pursuant  to section 14 of the Exchange Act, and such
filings may be subject to comments by SEC staff. There are terms, conditions and
contingencies  which  may  result  in delay, or even the failure of the proposed
acquisition to occur, if approved by this Majority Action. The date for closing,

                                        3


if  any,  cannot  now  be  determined, but shall be no sooner than 20 days after
mailing  of  a  Definitive  Info  Statement  to  our  shareholders.

     TriLucent Technologies, Inc. is a private Nevada company formed on July 28,
2000.  TTI  is  a  developmental  resource  company  engaged  in  oil  and  gas
exploration.  TTI  has  an  exclusive, worldwide license to certain technologies
that  can  increase the chance of commercial success of exploratory drilling for
oil  and  gas from an industry standard of 20% to over a 50% success rate. These
technologies  can  significantly  reduce  the  risk  associated with oil and gas
exploration  thereby  creating  great  economic  potential for its shareholders.

     The  centerpiece of the Company's technology, Microwave Detection, consists
of utilizing airborne remote sensors, which can be used to detect oil and gas in
the atmosphere leaking to the surface, directly above an underground oil and gas
accumulation.  In  addition  the  Company  also records micro-magnetics readings
which  indicate  the  presence  of  magnetic  minerals shallow underground. The
overlap  of  these  two  technologies  allows  the  Company to quickly delineate
acreage  under  which  oil and gas accumulations exist. The technology is rapid,
non-evasive  and  can reconnoiter large areas at a fraction of the cost and time
of  3-D  seismic  surveys,  which  is  the  standard  for  the  industry.

     The  Company is also fine tuning its Magno-Tellurics tool to compliment its
other  Detection  tools.  Specifically,  this  device  identifies and quantifies
ground  based  electro  magnetic  readings (Tellurics) generated underground. It
will  more  accurately determine depth of deposits, both in size and distance to
surface  as  well as ascertain content of those deposits, whether it consists of
oil,  gas  or  water.


     All of the Company s technologies have been verified in several blind field
tests  over proprietary 3D seismic surveys and proven by drilling to be at least
50%  correct  in  identifying  oil and gas anomalies directly over fields. These
technologies can identify hydrocarbons over shallow or deep fields regardless of
whether  they  are  gas or oil. Gas fields with an aerial extent as small as 150
acres  have  been identified at a depth more than 15,000 feet below the surface.
Over  6  million  acres  of  prospected  acreage has been investigated with this
technology  in  the  US.  The  company has used its technology to identify large
parcels of un-drilled oil and gas fields. While this tool still requires further
development  as  a  stand-alone  exploration tool, its current status allows for
integration  with  other  technologies,  the  combination  of which will greatly
enhances successful  exploration  probabilities.

     If  this  acquisition should close, we would issue 6,400,000 new investment
shares  of  common  stock  for  TriLucent. We would change our name to TriLucent
Technologies Corp.,  or a similar  name. Members of Trilucent's management would
join  our  board  of  directors.  Before this acquisition can close, among other
elements, we must file an Information Statement pursuant to section 14(c) of the
1934  Exchange  Act. This acquisition has been approved by majority written
consent of our shareholders. That Statement may be subject to comments by the
SEC staff, which  comments  must  be  cleared  before  the  Statement  can be
mailed to our shareholders.  The earliest date on which the acquisition could
close, under the applicable rules, would be not less than twenty days after the
final Information Statement  is  mailed  to  our  shareholders.

     CASH  REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We have no
liquidity  during  our present interim phase of attempting to close the business
combination  reported. We would expect modest related party advances during this
period  to  maintain  our  reporting  requirements.  No  agreements to make such
advances  are  in place, and no guarantee can presently be given that additional
funds,  if  needed,  will  be available. We would also expect 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

                                        4


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.

      We  believe  that  the  acquisition  of  TTI  offers  a  potential  for
profitability  and  growth but limited by our dependence on outside capital. The
primary  needs for TTI s capital have been for working capital, participation in
working  interests  and  lease  acquisition.  Currently,  the TTI has funded its
operations  from  loans  obtained  from  third-party  investors. The operational
strategy for TTI is to provide services to exploration companies for an interest
in  wells  that  are subsequently drilled, primarily from data generated by TTI.
Based  on current contracts, this percentage interest in wells drilled, known in
the  industry  as  a  working  interest,  can  range  from  20% to 30%. Based on
current  budget  analyses,  TTI  expects to incur a monthly operating expense of
approximately  $75,000.  We  expect  to  be able to work or  shoot  two to three
prospects  per month, and the previous monthly operational expense reflects this
amount  of  work.  Therefore,  given  our  expectations  of  successful  well
completions,  based  on  our  field  tests,  we should begin to generate working
interest  revenue  within  three  to  four  months.

     We  believe  that  providing  TTI  with  $1.25  million,  secured through a
subsequent  private placement, will be adequate to fund their operations until a
revenue  stream  can be established through its participation in various working
interests.  Based  on  discussions  with  various  investor groups, we feel very
optimistic in being able to secure this level of financing within a 30 to 60 day
period.  Our confidence in being able to raise private funds for a public entity
is  due  primarily  to  the  fact  that  TTI  is  in the natural resource/energy
business,  a  sector that has enjoyed a significant increase in pricing over the
last  twelve  months,  and  whose  respective  companies  have  experienced  a
substantial  increase  in  earnings and, correspondingly, market capitalization.
Based  on  our  due  diligence,  which  is performed in part through the various
publicly-available energy analysts, we feel that pricing for oil and natural gas
should  remain  in the $30 and $8 ranges, per barrel and per MMCF, respectively,
for  the  duration  of  2001 and beyond. Inventory supplies and production rates
have reversed their respective trends and the statistics on their relative ratio
to  one another appear to indicate that commodity pricing will remain consistent
in  the  short  and  medium  runs. We believe that the 18 months of start-up and
operating  capital  will  be  sufficient  for  the TTI to execute the strategies
enumerated  in its business plan and establish an ongoing and increasing revenue
stream.


 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
This  Report  is  filed  to  report  the end of our current Second Quarter ended
January 31, 2001. We intend to advance our next fiscal year-end from the present
July  31,  2001  to  this  January 31, 2001, with the result that a transitional
annual  report  would  be due April 30, 2001 for the full-year ended January 31,
2001.

     RESULTS  OF  OPERATIONS  SECOND  QUARTER.  The  following table of selected
financial  information  compares  these years, from inception, and also compares
the  results  of  this  second  quarter of 2000 with 1999. We would expect these
results  to  be  the results for our partial fiscal year ended January 31, 2001;
however,  these  results are un-audited. Our expected transitional annual report
will  contain  and  provide  audited  financial  statements.


             The Remainder of this Page is Intentionally left Blank

                                        5


<TABLE>
<CAPTION>
<S>                                    <C>                <C>           <C>           <C>           <C>
SECOND QUARTER ENDED
JANUARY 31, 2001                                                                                Inception
SELECTED FINANCIAL INFORMATION.                                                                August 20,
OPERATIONS.                                                                                       1998
                                                                                                    To
                                            Three Months 1/31            Six Months 1/31           1/31
                                           2001          2000          2001          2000          2001
-----------------------------------------------------------------------------------------------------------
Revenues: . . . . . . . . . . . . . .  $         0   $    15,200   $         0   $    34,900   $   179,619
(Expenses): General & Administrative.           (0)      (76,124)      (13,470)     (117,731)     (381,631)
                                       -----------------  ------------  ------------  ------------  -------
Net (Loss). . . . . . . . . . . . . .            0       (60,924)      (13,470)      (82,831)     (202,012)
                                      =============  ============  ============  ============  ============
Net (Loss) per Share. . . . . . . . .           (0)       (0.001)       (0.000)       (0.001)       (0.003)
Weighted Average
Shares Outstanding. . . . . . . . . .   49,122,000    66,617,000    49,122,000    60,617,000    65,928,666
</TABLE>


     Last  year  we  were an operating company. Since September of 2000, we have
ceased  to  be  an  operating company. We have had no operation for the last two
consecutive  quarters.


                           PART II: OTHER INFORMATION


ITEM  1.  LEGAL  PROCEEDINGS.  None.

ITEM  2.  CHANGE  IN  SECURITIES.  None.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.  None.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  VOTE  OF  SECURITY  HOLDERS.  By Majority
Shareholder Action our shareholders of record on February 27, 2001, approved the
acquisition  of  TTI, subject to conditions of closing. One of the conditions of
closing is the filing of a 14C Information Statement for review by the SEC Staff
before mailing to shareholders as required by Nevada Law. The following proposal
were  approved:

     1.     To  acquire  all  of  the  issued and outstanding shares or stock of
TriLucent  Technologies,  Inc. ( TTI ), as a wholly owned subsidiary in exchange
for the issuance of 6,400,000 new investment shares of our common stock, subject
to  satisfaction of the terms and conditions set forth in the attached Agreement
and  Plan  of  Reorganization  (see  Annex  A  of  Information  Statement).

     2.     To  change  our corporate name to TriLucent Technologies Corp., or a
substantially  similar  name.

     3.     To  amend  our  Articles of Incorporation to increase the authorized
shares  of  common  stock  to  100,000,000.

     4.     To  elect  Jerry Witte and George Hennessey to serve as our board of
directors  until  our  next  annual  meeting.

     5.     To  ratify the appointment and continuation of Chisholm & Associates
as  our  auditors.

                                        6


     TTI  shareholders  are  Jerry  Witte  and  George Hennessey, who own 10,000
shares  and  200  shares,  respectively.  These  shares were issued for services
rendered  and other considerations. TTI owns licensing rights and databases. TTI
has  approximately  $107,000  in  liabilities.

     JERRY D. WITTE, age 48, has over twenty years experience in the oil and gas
exploration  industry.  Currently he is the President of FEI exploration, an oil
and  gas  exploration  company  generating  prospect  using RRTs technologies in
conjunction  with  traditional exploration tools.  From 1998 to 1999 he acted as
the  Vice  President  of  Exploration  for Power Exploration, a start up company
focusing  on  using  risk  reduction technologies as recon exploration tools and
then  confirming with traditional exploration technologies. As VP of Exploration
he  conducted research into the science and patents behind risk reduction tools.

     From  1985  to  1998  Mr.  Witte  held  the  following positions with Sonat
Exploration:  From 1997 to 1998 he held the position of Manager of Earth Science
Applications  which  focused  on reducing cost, making better business decisions
and  reducing  risk  of  exploration  achieved  by  using  computers  and  new
technologies.  From  1993  to  1996 he held the position of Manager of Corporate
Exploration  Planning  and  Special Projects, which concentrated on workflow and
exploration strategy analysis, budgeting, short and long-term economic forecast,
presentation  of  technical  sciences  and company data to Directors and the New
York  stock  analysis  community.  From  1988  to  1992  he held the position of
Manager  of  Acquisition  Evaluations  where  he  was  responsible  for property
acquisition for Sonat s initial phase of acquisition and field development, with
over  $300  million dollars spent while more than doubling the companies reserve
base.  300  development  wells  were drilled with 90% success.  And from 1986 to
1988  he was the District Geologist responsible for field mapping for additional
development.

     From  1982  to  1985  Mr.  Witte  worked  for Gulf Oil as a Development and
Enhanced  Recovery  Geologist.  Detailed reservoir mapping of highly faulted oil
fields for additional development opportunities. Last well drilled found 90 feet
of  new pay in center of a field with over 500 wells. From 1982 to 1979 he was a
Geologist  for  Reservoirs  Inc.,  where  he used Scanning Electron Microscope &
X-Ray diffraction, identify the minerals that were hindering production. He also
determined  completion  or  remedial  workover  solutions  that would reverse or
control  this  problem.

     GEORGE  D.  HENNESSEY,  age 65, earned his B.S. in Geology at Arizona State
University in 1960 and had a post-graduate education at Brigham Young University
in  the  area  of Accounting and Business Management.  Since 1977, Mr. Hennessey
has  been  a  consultant  for  Major  Mining  Companies,  Private  Corporations,
Investment  Groups  and  Individuals,  relative  to mineral exploration, mineral
property  evaluations,  acquisitions,  and dispositions. These undertakings were
primarily  for  lode  and  placer  occurrences of precious metals and industrial
minerals both domestically and overseas. Some of the clients include: Bear Creek
Mining  Company  (Kennecott),  ASARCO,  US  Borax  & Chemical Corp, Pegasus Gold
Corporation,  Lexham  Sea, Ltd., Columbia International Corporation, Christensen
Diamond  Products,  Alliance Nuclear Corporation, and Sandpiper Corporation. Mr.
Hennessey made numerous contributions to the industry. He discovered the Montoro
silver/copper  deposit in NW Montana. As a consultant, he introduced US Borax to
this  find.  In  turn the property was staked, drilled and partially defined. To
date, it is recognized as the largest silver ore reserve in the world, currently
being developed by a major Canadian Mining Company. He discovered, developed and
mined  a  small uranium deposit in SE Utah, selling direct shipping ore to Atlas
Minerals.  He  developed,  mined,  processed  and sold concentrates from a small
tungsten  deposit in Western Montana. He has also been instrumental in compiling
data,  making  property  presentations and assisting in negotiations relative to

                                        7


the  Kennecott/ASARCO joint venture on the Spar Lake Mine. Efforts culminated in
a  successful  agreement,  ultimate development and production from the nation's
premier  silver  producing  mine.

ITEM  5.  OTHER INFORMATION. The following is a summary of the key provisions of
the  proposed  transaction:

          EDWL  has  agreed  to  provide  funding  of  up  to $1,250,000 to TTI,
subsequent  to  closing and not a condition precedent thereto, and pursuant to a
budget  mutually  agreed  upon  by  both  parties.

          Jerry  Witte  and  George  Hennessey  will  be elected to the Board of
Directors  of  EDWL.

          Jerry  Witte  and  George  Hennessey  will  have three-year employment
agreements  with  TTI  and  EDWL.

          There shall be no reverse splits of EDWL s stock for at least eighteen
months  after  the  closing.

          In  connection  with  this  transaction  our  name  will be changed to
TriLucent  Technologies  Corp.,  or  a  substantially  similar  name.

          The  Articles  of  Incorporation  will  be  amended  to  increase  the
authorized  shares  of  common  stock  to  100,000,000.

          TTI  shareholders  will  receive approximately 627.45 shares of EDWL
stock for each share  of  TTI  stock  owned  on  the  record  date  of  February
27,  2001.

     TTI  shareholders  who  own shares at the record date of February 27, 2001,
will receive approximately 627.45 shares of EDWL stock for each TTI share owned,
or  they  may  exercise dissenter s rights under Nevada law and receive the fair
cash  value  for  their  TTI  shares.  The  ratio  of EDWL shares that are being
distributed  to  TTI  shareholders has been calculated by dividing the 6,400,000
shares  received  from  EDWL  for the acquisition of TTI by 10,200, which is the
number  of  shares  issued  and  outstanding  for  TTI.

     The closing of the acquisition of EDWL is contingent upon the assignment of
certain  rights  and patents to TTI and the issuance of investment shares to the
shareholders  of  TTI.  TTI  s  executive  offices  are located at 825 South St.
Mary's,  San  Antonio,  TX  78205,  and  telephone  is  210-444-2795

     The  Board of Directors has agreed to accept the cancellation of 38,494,000
shares  of  its  common stock, thus decreasing its outstanding capitalization to
10,628,000 shares of common stock. The Board of Directors of EDWL has authorized
a  two  for  one  (2:1)  forward-split  of  its  outstanding common shares, thus
increasing  its  outstanding capitalization to 21,256,000 shares of common stock
upon  effectiveness of the forward split and to 27,656,000 after the issuance of

                                        8


6,400,000  shares  to acquire TTI. TTI will operate as a wholly owned subsidiary
of  EDWL  and  will  be  provided  funding  by  subsequent private placements of
investment stock. EDWL will change its name to TriLucent Technologies Corp. or a
substantially  similar  name,  and obtain a new CUSIP number and symbol from the
NASD.  Jerry  Witte  and  George  Hennessey have agreed to serve on the Board of
Directors  and  to  enter into employment agreements with TTI and EDWL for three
years.  The closing of the acquisition of EDWL is contingent upon the assignment
of  certain  rights  and patents to TTI and the issuance of investment shares to
the  shareholders  of  TTI.

ITEM  6.  REPORTS  ON  FORM  8-K.  None.

FINANCIAL  STATEMENTS:  (Exhibit  QF2-01/31/01):

     Un-Audited  Financial  Statements for the three months and six months ended
January  31,  2001


                                   SIGNATURES

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Form  10-Q  Report for the Third Quarter ended January 31, 2001, 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:  February  28,  2001
                                       by


                                /s/ Jena M. Harry
                                  Jena M. Harry
                             Sole Officer & Director

                                        9


--------------------------------------------------------------------------------
                               EXHIBIT QF2-1/31/01

                         UN-AUDITED FINANCIAL STATEMENTS
           FOR THE THREE MONTHS AND SIX MONTHS ENDED JANUARY 31, 2001
--------------------------------------------------------------------------------

                                       10


                                 EDITWORKS, LTD.
                                 BALANCE SHEETS
                     For the fiscal Year Ended July 31, 2000
                      and the period ended January 31, 2001

                                                       January 31,    July 31,
                                                           2001         2000
                                                       (Unaudited)
--------------------------------------------------------------------------------
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . . .  $          0   $     580
Accounts receivable . . . . . . . . . . . . . . . . .             0      63,790
                                                       -------------------------
TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . .             0      64,370
OTHER ASSETS
Editing equipment . . . . . . . . . . . . . . . . . .             0     176,722
Depreciation. . . . . . . . . . . . . . . . . . . . .             0     (59,234)
                                                       -------------------------
TOTAL OTHER ASSETS. . . . . . . . . . . . . . . . . .             0     117,488
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . .  $          0   $ 181,858
                                                       =========================

LIABILITIES & STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable. . . . . . . . . . . . . . . . . . .  $          0   $  72,858
                                                       -------------------------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 50,000,000
   shares; issued and outstanding, 49,122,000 shares
   and 73,122,000 shares respectively . . . . . . . .        49,122      73,122
Additional Paid-In Capital. . . . . . . . . . . . . .       248,420     224,420
Accumulated Equity (Deficit). . . . . . . . . . . . .      (297,542)   (188,542)
Total Stockholders' Equity. . . . . . . . . . . . . .             0     109,000
                                                       -------------------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY. . . . . . .  $          0   $ 181,858
                                                       =========================

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

                                       11


                                 EDITWORKS, LTD.
                             STATEMENT OF OPERATIONS
                 For the periods ended January 31, 2000 and 2001
<TABLE>
<CAPTION>
<S>                          <C>            <C>              <C>           <C>            <C>
                                                                                                    From
                                                                                                Inception on
                                  From November  From November   From August   From August     August 20,1998
                                   1, 2000 to.    1, 1999 to      1, 2000 to    1, 1999 to         through
                                   January 31,    January 31,    January 31,    January 31,      January 31,
                                      2001            2000          2001           2000              2001
-------------------------------------------------------------------------------------------------------------
Revenues. . . . . . . . . .            -0-  $       15,200           -0-   $     34,900   $       179,619
                                --------------------------------------------------------------------------
General and Administrative.            -0-          76,124        13,470        117,731           381,631
                                --------------------------------------------------------------------------
Net Loss from Operations. .            -0-         (60,924)      (13,470)       (82,831)         (202,012)

Net Income (Loss) . . . . .            -0-        ($60,924)     ($13,470)      ($82,831)        ($202,012)
                                ==========================================================================
Loss per Share. . . . . . .            -0-       ($0.00091)    ($0.00027)     ($0.00137)        ($0.00306)
                                ==========================================================================
Weighted Average
    Shares Outstanding. . .     49,122,000      66,617,000    49,122,000     60,617,000        65,928,666
                                ==========================================================================
</TABLE>

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

                                       12


                                 EDITWORKS, LTD.
             STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)(UNAUDITED)
             For the period from inception of the Development Stage
                    On August 20, 1998, through July 31, 2000
                      And the period ended January 31, 2001
<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   60,422,000   $     60,422        ($54,380)  $        0   $           6,042
Sale of Common Stock . . . . . .   10,620,000         10,620         254,880            0                   0
Net (loss) during period . . . .            0              0               0      (96,550)                  0
                                  ------------  -------------  --------------  -----------  -----------------
Balance at July 31, 1999 . . . .   71,042,000   $     71,042   $     200,500     ($96,550)  $         174,992
Sale of Common Stock . . . . . .    2,080,000          2,080          23,920            0                   0
Net (loss) during period . . . .            0              0               0      (91,992)                  0
                                  ------------  -------------  --------------  -----------  -----------------
Balance at July 31, 2000 . . . .   73,122,000   $     73,122   $     224,420    ($188,542)  $         109,000

Distribution to shareholders in
   spin-off on August 31, 2000 .            0              0               0      (95,530)                  0
Shares returned to Treasury. . .  (24,000,000)       (24,000)         24,000            0                   0
Net (loss) during period . . . .            0              0               0      (13,470)                  0
                                  ------------  -------------  --------------  -----------  -----------------
Balance at January 31, 2001. . .   49,122,000   $     49,122   $     248,420    ($297,542)  $               0
</TABLE>

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

                                       13


                                 EDITWORKS, LTD.
                       STATEMENT OF CASH FLOW (UNAUDITED)
                 For the periods ended January 31, 2000 and 2001
<TABLE>
<CAPTION>
<S>                                      <C>               <C>            <C>
                                                                              From inception
                                                 From           From                on
                                               August 1,       August 1,      August 20,1998
                                             2000 through.   1999 through        through
                                               January 31,    January 31,       January 31,
                                                  2001           2000              2001
------------------------------------------------------------------------------------------
Operating Activities

Net Income (Loss) . . . . . . . . . . .         ($13,470)      ($80,498)        ($202,012)

Cash contributed to subsidiary in
spin-off on August 31, 2000 . . . . . .              (53)             0               (53)

Less items not effecting cash
Depreciation & Amortization . . . . . .            3,443         17,637            68,719
Increase in receivables . . . . . . . .          (47,999)       (63,790)
Increase in payables. . . . . . . . . .            9,500         84,260            49,448
Increase in advances. . . . . . . . . .                0              0            32,910
                                         -------------------------------------------------
Net Cash from Operations. . . . . . . .             (580)       (26,600)         (114,778)

Cash Increase (Decrease) Investment in
computerized editing equipment. . . . .                0              0          (176,722)

Cash Increase (Decrease) Sale of Stock.                0         26,000           291,500
                                         -------------------------------------------------
Net increase (decrease) in cash . . . .             (580)          (600)                0

Beginning Cash. . . . . . . . . . . . .              580            765                 0

Ending Cash . . . . . . . . . . . . . .  $             0   $        165   $             0
                                         =================================================
</TABLE>

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

                                       14


                                 EDITWORKS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                     for the fiscal year ended July 31, 2000
               and for the periods ended January 31, 2000 and 2001


NOTES  TO  FINANCIAL  STATEMENTS

EditWorks,  Ltd. ("the Company") has elected to omit substantially all footnotes
to  the  financial  statements  for the six months ended January 31, 2001, since
there have been no material changes (other than indicated in other footnotes) to
the  information  previously  reported  by the Company in their General Form for
Registration of Securities Report filed on Form 10-KSB for the fiscal year ended
July  31,  2000.

REORGANIZATION  AND  SPIN  OFF

On  September  1,  2000, the Board of Directors and Shareholders of the Company,
approved a plan of reorganization and spin-off wherein the operations and assets
of  the  Company  were  spun out to NetFilms, Inc., a subsidiary of the Company.
The  Shareholders  of the Company were then issued shares in and distributed all
ownership  and  interest  of  NetFilms,  Inc.

COMMON  STOCK  REPURCHASE

On  September  12, 2000, the Board of Directors and Shareholders of the Company,
approved  the repurchase of 24,000,000 shares of common stock from the Company's
principal  shareholder  for  $24,000  (par  value, being the basis on which such
shares  had  been  previously  issued).

COMMON  STOCK  FORWARD  SPLIT

On  September  5,  2000, the Board of Directors and Shareholders of the Company,
approved  a  ten  for  one  (10:1)  forward  split  of  its  common  stock.  All
presentations  of shareholders' equity are presented as if the forward split had
been  effect  since  inception.

UNAUDITED  INFORMATION

The  information  furnished  herein  was taken from the books and records of the
Company without audit.  However, such information reflects all adjustments which
are,  in the opinion of management, necessary to properly reflect the results of
the  period  presented.  The information presented is not necessarily indicative
of  the  results  from  operations  expected  for  the  full  fiscal  year.

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