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 Third Quarter ended April 30, 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(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  April  30,  2000,  the  number of shares outstanding of the Registrant's
Common  Stock  was  7,312,200.

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                          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 F3Q-2000) for the nine
months  ended  April  30,  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.

      Briefly summarized here, and reported in detail in previous reports, 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 at the end of the first year of the contract,
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

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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.

     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.

     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. 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,  as  previously  disclosed,  Reliance  has  the  option to purchase our
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 our editing staff 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. We were
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. We
had  some  limited  operations during its first fiscal year ended July 31, 1999.
From  inception on August 20, 1998 through July 31, 1999, our first fiscal year,
we  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.

     More  recently,  for  the  nine  months ended April 30, 2000, revenues were
$34,200,  and  total  expenses  were  $117,731,  for  a  net  loss  of $125,631.

     Its  current  arrangement with Reliant Interactive Media Corp. is presently
productive,  but may impose interim limitations on our ability to expand current
operations.  Pursuant  to  this arrangement, we have placed substantially all of
our  equipment in Florida, in facilities provided by Reliant, and have stationed
our  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, we are to receive a monthly fee of
$10,000.00  of  which $2,500.00 monthly is an accumulating investment by Reliant

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in  our  equipment.  We  also  accrue a royalty of one quarter of one percent of
Reliant's  gross  sales,  less  shipping,  handling,  returns  and  taxes on all
infomercials  for  which  we  provide  services.

     FUTURE  PROSPECTS.  We  are 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 our editing services.
The  extent  to  which  we  can  project ourself as a true going concern for the
future,  beyond  the  scope  of  our single-customer base, will depend upon this
eventuality.

 (C)  REVERSE ACQUISITION CANDIDATE. A mature and businesslike evaluation of our
affairs  requires  the  consideration  of  certain possible eventualities which,
although uncertain and which may not occur, are none the less the kind of events
we  must  be  consider. It is possible that we will attract sufficient referrals
from  its  service  arrangement with Reliant to provide an incentive to continue
with  our  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 our equipment,
and  that we may not acquire additional equipment and continue to seek customers
for  it  services  as presently described. In that case we 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 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.



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                           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

                                  EXHIBIT INDEX

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

        Exhibit F3Q-00: Financial Statements (Un-Audited) April 30, 2000


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                                   SIGNATURES


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Form  10-Q  Report  for  the Third Quarter ended April 30, 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:  April  30,  2000
                   by

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

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--------------------------------------------------------------------------------
                                EXHIBIT F3Q-2000

                         UN-AUDITED FINANCIAL STATEMENTS
                    FOR THE NINE MONTHS ENDED APRIL 30, 2000
--------------------------------------------------------------------------------

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                                 EDITWORKS, LTD.
                                  BALANCE SHEET
                     For the fiscal year ended July 31, 1999
                    And the nine months ended April 30, 2000

<TABLE>
<CAPTION>
<S>                                                    <C>          <C>
                                                       April 30,    July 31,
                                                             2000        1999
                                                       -----------  ----------
CURRENT ASSETS
Cash                                                   $    1,285   $     165
Accounts receivable                                        85,885      37,886
                                                       -----------  ----------
TOTAL CURRENT ASSETS                                       87,170      38,051
OTHER ASSETS
Organizational Costs                                                    4,913
Editing equipment                                         176,722     176,372
Depreciation                                              (50,416)    (22,831)
                                                       -----------  ----------
TOTAL OTHER ASSETS                                        126,306     158,454
TOTAL ASSETS                                              213,476     196,505
                                                       ===========  ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable                                          138,115      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)                             (222,181)    (96,550)
Total Stockholders' Equity                                 75,361     174,992
                                                       -----------  ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                  213,476     196,505
                                                       ===========  ==========
</TABLE>

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

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<PAGE>

                                 EDITWORKS, LTD.
              STATEMENTS OF LOSS AND ACCULATED DEFICIT (UNAUDITED)
                     For the fiscal year ended July 31, 1999
                    And the nine months ended April 30, 2000
<TABLE>
<CAPTION>
<S>                                   <C>         <C>         <C>
                                                              From inception on
                                                              August 20,1998
                                                              through
                                      April 30,   July 31,    April 30,
                                           2000        1999                2000
                                      ----------  ----------  ------------------
Revenues                                 34,200      72,663             106,863
General and administrative expenses     159,831     169,213             329,044
Net Loss from Operations               (125,631)    (96,550)           (222,181)
Net Income (Loss)                      (125,631)    (96,550)           (222,181)
                                      ==========  ==========  ==================
Loss per Share                         (0.01755)   (0.01449)           (0.03215)
                                      ==========  ==========  ==================
Weighted Average
shares outstading                     7,158,200   6,661,700           6,909,950
                                      ==========  ==========  ==================
</TABLE>

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

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                                 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 nine months ended April 30, 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 July 31, 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     ($125,631)  $               0

Balance at April 30, 2000         7,312,200  $7,312  $   290,230     ($222,181)  $          75,361
</TABLE>

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

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                                 EDITWORKS, LTD.
                       STATEMENTS OF CASH FLOW (UNAUDITED)
                     For the fiscal year ended July 31, 1999
                    And the nine months ended April 30, 2000
<TABLE>
<CAPTION>
<S>                                           <C>          <C>         <C>
                                                                       From inception on
                                                                       August 20,1998
                                                                       through
                                              April 30,    July 31,    April 30,
                                                    2000        1999                 2000
                                              -----------  ----------  -------------------
Operating Activities
Net Income (Loss)                              ($125,631)   ($96,550)           ($222,181)
Less items not effecting cash (amortization)      26,456      23,960               50,416
Less items not effecting cash
     (organizational expense)                      4,913                            4,913
                                              -----------  ----------- -------------------
Net Cash from Operations                         (94,263)    (72,590)            (166,853)
Cash Increase (Decrease) Sale of Stock            26,000     265,500              291,500
Cash Increase (Decrease) Investment in
computerized editing equipment                      (350)   (176,372)            (176,722)
Cash Increase (Decrease) Accounts payable        118,061      21,513              139,574
Cash Increase Accounts receivable                (47,999)    (37,886)             (85,885)
                                              -----------  ----------  -------------------
Beginning Cash                                       165         -0-                  -0-
Ending Cash                                   $    1,285   $     165   $            1,285
                                              ===========  ==========  ===================
</TABLE>

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

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                                 EDITWORKS, LTD.
                          NOTES TO FINANCIAL STATEMENTS
                     for the fiscal year ended July 31, 1999
                  and for the nine months ended April 30, 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 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 April 30, 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.

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EditWorks,  Ltd.
Notes  to  Financial  Statements
for  the  fiscal  year  ended  July  31,  1999
and  for  the  nine  months  ended  April  30,  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.

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