--------------------------------------------------------------------------------
                                 J. Dan Sifford
                                    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
--------------------------------------------------------------------------------


                                   FORM 10-QSB/A1

                       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 Third Quarter ended October 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  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  October  31,  2000, the number of shares outstanding of the Registrant's
Common  Stock  was  49,122,000.

                                        1
<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 FQ1a-10/31/00) for the
three  months  ended  October  31,  2000.


Balance Sheet:                             1st Quarter  Year End
Selected Information                        10/31/00    7/31/00
                                            Unuadited    Audited
----------------------------------------------------------------
Cash and Equivalents                               0        580
Accounts Receivable                                0     63,790
Current Assets                                     0     64,370
================================================================
Property and Equipment, Net                        0    117,488
Organizational Costs                               0          0
Other Assets                                       0    117,488
================================================================
Total Assets                                       0    181,858
================================================================
Accounts Payable                                   0     39,948
Advances (Related Party)                           0     32,910
Total Liabilities                                  0     72,858
================================================================
Common Stock                                  49,122     73,122
Paid-in Capital                              248,420    224,420
Accumulated Deficit                         (297,542)  (188,542)
Total Equity                                       0    109,000
================================================================
Total Liabilities and Equity                       0    181,858
================================================================


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


 (A)  PLAN OF OPERATION. On August 31, 2000, we resolved to distribute ownership
of our wholly 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.

     Two important consequences flow from the foregoing: (1) we had one month of
consolidated  operations  with  our  former subsidiary; and (2) our business and

                                        2
<PAGE>

business  plan  changed  on  September 1, 2000, on which date we ceased to be an
operating company, and became a company whose business plan is to search for new
and  profitable  business  opportunities,  by  direct or reverse acquisition, or
other  business  association  or  combination.  The  acquisition  of  such  an
opportunity  could  and  likely  would  result  in some change in control of our
corporation  at  such  time.  This  would  likely  take  the  form  of a reverse
acquisition.  That  means that we would likely acquire businesses and assets for
stock  in  an  amount that would effectively transfer control to the acquisition
target company or ownership group. It is called a reverse-acquisition because it
would  be  an  acquisition  by  us in form, but would be an acquisition of us in
substance.  Capital  formation  issues  for  the  future  would  arise only when
targeted  businesses or assets have been identified. Until such time, we have no
basis  upon  which  to  propose any substantial infusion of capital from sources
outside  of  our  circle  of  affiliates.

     OUR  PREVIOUS  BUSINESS. We have previously reported our former business 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  customers  to  date.  We had 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
-------------------------

 (B)  REVERSE  ACQUISITION.  A  reverse acquisition is a formal acquisition by a
non-operating company of a going business, in which control passes to the owners
of the acquired target company or business. It is actually an acquisition of the
non-operating  corporation  by  the  owners  of the target, in substance, and is
labeled  "reverse" for that reason. While we do not intend to become a candidate
for  such  an  acquisition,  and  while we intend to pursue our business plan as
disclosed,  we  have  indicated  that  substantial  risks  of failure attend our
efforts.  If  our  business fails, we would cease to be a going-concern. In that
event  we  might  find  ourselves  to  have  become  such  a  candidate.

                                        3
<PAGE>

     Certain  important  consequences  may  attend such a contingency. We may be
deemed  a  Blank  Check  Company  as  defined in Rule 419, essentially a company
with  no  business or business plan, except to search for a business acquisition
or  combination. In such a contingency, our officers, directors, affiliates, and
their transferees, if any, may be deemed promoters and underwriters with respect
to the shares owned by them, or any shares issued to them in connection with the
transaction.  The  result  would  be  that  such shares would not be entitled to
reliance  on  ordinary resale rules, and would not be entitled to resale without
registration  or  an exemption from registration as may be available at the time
of  any  proposed  sale.

     COMPETITIVE  POSITION  WITH  RESPECT  TO  REVERSE ACQUISITION. Other better
capitalized  firms  are  engaged  in  the  search  for  acquisitions or business
combinations which firms may be able to offer more and may be more attractive to
acquisition  candidates.  Other  non-operating  companies may have a substantial
reserve  of  cash, which we would not have in the case of such a contingency. We
have  no  significant  pool  of  cash  we  could  offer and no capital formation
incentive  exists  for  our  selection.  We  have  a  limited  shareholder  base
insufficient for acquisition target companies wishing to proceed for application
to  NASDAQ. In comparison to other  public shell companies  we are unimpressive,
in  the  judgment  of  management, and totally lacking in unique features which
would  make us more attractive or competitive than other  public shell companies
 .  While  management  believes  that  the  competition  of  other  public  shell
companies  is  intense  and  growing,  it  has no basis on which to quantify its
impression.

     LIMITED  SCOPE  AND NUMBER OF POSSIBLE ACQUISITIONS: In the event of such a
contingency, we would not intend to restrict our consideration to any particular
business  or  industry  segment,  and  we  may  consider, among others, finance,
brokerage,  insurance, transportation, communications, research and development,
service, natural resources, manufacturing or high-technology. Of course, because
of  our  limited  resources, the scope and number of suitable candidate business
ventures available would be limited accordingly, and most likely we would not be
able  to  participate in more than a single business venture. Accordingly, it is
anticipated  that  we  would not be able to diversify, but may be limited to one
merger or acquisition because of limited financing. This lack of diversification
would  not  permit  us  to offset potential losses from one business opportunity
against  profits  from  another.

     REPORTING  UNDER THE 1934 ACT. Following the effectiveness of this 1934 Act
Registration  of  our common stock, certain periodic reporting requirements will
be  applicable.  First  and  foremost,  a 1934 Registrant is required to file an
Annual  Report  on Form 10-K or 10-K-SB, 90 days following the end of its fiscal
year.  The  key element of such annual filing is the Audited Financial Statement
prepared  in accordance with standards established by the Commission. A 1934 Act
Registrant  also  reports  on  the  share ownership of affiliates and 5% owners,
initially,  currently  and  annually.  In  addition  to  the annual reporting, a
Registrant  is  required  to  file  quarterly  reports  on Form 10-Q or 10-Q-SB,
containing  audited  or  un-audited  financial  statements,  and reporting other
material events. Some events are deemed material enough to require the filing of
a  Current  Report  on  Form 8-K. Any events may be reported currently, but some
events,  like  changes or disagreements with auditors, resignation of directors,
major  acquisitions  and other changes require aggressive current reporting. All
reports  are  filed  and become public information. The practical effects of the
foregoing  requirements  on  the  criteria for selection of a target company are
two-fold: first, the target must have audited or auditable financial statements,
and  the target must complete an audit for filing promptly upon the consummation
of  any  acquisition;  and,  second,  that  the target management must be ready,
willing  and able to carry forth those reporting requirements or face de-listing
from the OTCBB, if listed, and delinquency and possible liability for failure to
report.

     CASH  REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We have no
substantial  cash  requirements  during  our  present  phase of availability for
business  combination. We would expect modest related party advances during this

                                        4
<PAGE>

period  to  maintain our reporting requirements and evaluate possible targets of
interest. 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 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.

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

     OPERATIONS  AND  RESULTS  FOR  THE  PAST  TWO  FISCAL  YEARS.
     The  following  table  of  selected  financial  information compares theses
years,  from  inception,  and also compares the results of this first quarter of
2000  with  1999.

<TABLE>
<CAPTION>
<S>                              <C>             <C>          <C>          <C>          <C>
FIRST QUARTER ENDED                                                                       Inception
OCTOBER 31, 2000.                                                                        August 20,
SELECTED FINANCIAL INFORMATION.                                                             1998
Operations.                                  Three Months               One Year             to
                                                 10/31                    7/31             Oct 31
                                          2000         1999         2000         1999       2000
---------------------------------------------------------------------------------------------------
Revenues: . . . . . . . . . . .  $           0   $   34,450   $  106,956   $   72,663   $  179,619
(Expenses):
 General & Administrative . . .        (13,470)     (42,746)    (198,948)    (169,213)    (381,631)
Net (Loss). . . . . . . . . . .        (13,470)      (8,296)     (91,992)     (96,550)    (202,012)
===================================================================================================
Net (Loss) per Share. . . . . .        (0.0022)     (0.0001)       (0.01)       (0.01)     (0.0043)
Weighted Average. . . . . . . .     49,122,000   66,617,000   71,735,330   66,617,000   69,179,560
Shares Outstanding
</TABLE>


                           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.  None

ITEM  5.  OTHER  INFORMATION.  None

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

                                        5
<PAGE>

                                  EXHIBIT INDEX

--------------------------------------------------------------------------------
Exhibit                       FINANCIAL  STATEMENTS
--------------------------------------------------------------------------------
QF1-10/31/00     Un-Audited  Financial  Statements  for  the  three months ended
                 October  31,  2000
--------------------------------------------------------------------------------

                                   SIGNATURES


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Form  10-Q  Report for the Third Quarter ended October 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:  October  31,  2000
                                       by

/s/J. Dan Sifford             /s/Jena M. Harry
   J. Dan Sifford                Jena M. Harry
   president/director            secretary/director

                                        6
<PAGE>

--------------------------------------------------------------------------------
                              EXHIBIT FQ1-10/31/00
                         UN-AUDITED FINANCIAL STATEMENTS
                   FOR THE THREE MONTHS ENDED OCTOBER 31, 2000
--------------------------------------------------------------------------------

                                        7
<PAGE>

                                 EDITWORKS, LTD.
                                 BALANCE SHEETS
                    For the fiscal years ended July 31, 1999
                      And the period ended October 31, 2000

                                                           October 31,
                                                              2000      July 31,
                                                           (Unaudited)     2000


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, 7,104,200 shares
   and 7,312,200 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.

                                        8
<PAGE>

                                 EDITWORKS, LTD.
             STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
                 For the periods ended October 31, 1999 and 2000
<TABLE>
<CAPTION>
<S>                                   <C>             <C>            <C>
                                               From          From        From inception on
                                             August 1,      August 1,      August 20,1998
                                           2000 through   1999 through         through
                                            October 31,    October 31,       October 31,
                                               2000           1999              2000
----------------------------------------------------------------------------------------
Revenues . . . . . . . . . . . . . .  $           0   $     34,450   $          179,619
General and administrative expenses.         13,470         42,746              381,631
                                      --------------------------------------------------
Net Loss from Operations . . . . . .        (13,470)        (8,296)            (202,012)

Net Income (Loss). . . . . . . . . .        (13,470)        (8,296)            (202,012)
                                      ==================================================
Loss per Share . . . . . . . . . . .  $    (0.00027)  $   (0.00012)  $         (0.00292)
                                      ==================================================
Weighted Average
    Shares Outstanding . . . . . . .     49,122,000     66,617,000           69,179,560
                                      ==================================================
</TABLE>

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

                                        9
<PAGE>

                                 EDITWORKS, LTD.
            STATEMENTS OF STOCKHLOLDERS' EQUITY (DEFICIT)(UNAUDITED)
             For the period from inception of the Development Stage
                    On August 20, 1998, through July 31, 2000
                      And the period ended October 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. .   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
Equity contributed to subsidiary 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 October 31, 2000 . . . .   49,122,000   $     49,122   $     248,420   $ (297,542)  $               0
</TABLE>

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

                                       10
<PAGE>

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

Net Income (Loss) . . . . . . . . . . .   $    (13,470)   $    (8,296)  $         (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         10,329               68,719
Increase in receivables . . . . . . . .              0        (14,524)             (63,790)
Increase in payables. . . . . . . . . .          9,500         19,910               49,448
Increase in advances. . . . . . . . . .              0              0               32,910
                                       ----------------------------------------------------
Net Cash from Operations. . . . . . . .           (580)         7,419             (114,778)
Cash Increase (Decrease) Investment in
computerized editing equipment. . . . .              0       (176,772)            (176,722)
Cash Increase (Decrease) Sale of Stock.              0        265,500              291,500
                                       ----------------------------------------------------
Net increase (decrease) in cash . . . .           (580)        96,147                    0
Beginning Cash. . . . . . . . . . . . .            580            165                    0
Ending Cash . . . . . . . . . . . . . .  $           0   $     96,312   $                0
                                       ====================================================
</TABLE>

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

                                       11
<PAGE>
                                   EDITWORKS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                      for the fiscal year ended July 31, 2000
               and for the periods ended October 31, 1999 and 2000


NOTES  TO  FINANCIAL  STATEMENTS

EditWorks,  Ltd. ("the Company") has elected to omit substantially all footnotes
to  the  financial statements for the three months ended October 31, 2000, 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 NetF]Ims, 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.



                                       12
<PAGE>