SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

            (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                      For the year ended December 31, 2000

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                           Commission file #: 33-87714

                        OLYMPIC ENTERTAINMENT GROUP, INC.
             (Exact name of registrant as specified in its charter)

          Nevada                                         88-0271810
(State or other jurisdiction                (IRS Employer Identification Number)
of incorporation)

              2949 E. Desert Inn Road, Suite 1, Las Vegas, NV 89121
               (Address of principal executive offices)(Zip Code)

                  Registrant's telephone number: (702) 734-1714

           Securities registered pursuant to Section 12(b) of the Act:

        Common Stock $0.01 Par Value                        NONE
        ----------------------------                        ----
              (Title of Class)                     (Name of Each Exchange
                                                    on Which Registered)

           Securities registered pursuant to Section 12(g) of the Act:

        Common Stock $0.01 Par Value                        NONE
        ----------------------------                        ----
             (Title of Class)                      (Name of Each Exchange
                                                    on Which Registered)

Indicate by check mark whether the registrant (1) has filed all reports 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. (1) Yes X No (2) Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X

At December 31, 2000 there were 3,297,785 shares of common stock outstanding.
The aggregate market value of the common stock held by non-affiliates of the
registrant (i.e., excluding shares held by executive officers, directors and
control persons as defined in rule 405).

Documents incorporated by reference: None.

<PAGE>


                                     PART I

Item 1. Business

(a) General Development of Business

Olympic Entertainment Group, Inc. (the "Company") is a multimedia educational
company and was incorporated on May 21, 1987 in the State of Nevada. The Company
was originally formed to finance, produce, co-produce and distribute motion
pictures and television shows and pursued various opportunities through 1993,
when the Company's management decided to focus upon the development of a cable
television network for the distribution of children's nonviolent television
programming. From 1993 through 1995 the Company developed this concept and in
1995, launched the Children's Cable Network ("CCN"). To date, the Company has
had success in several markets but has experienced marginal or poor results from
the efforts of licensees overall and has determined it to be in the Company's
interest to seek to recapitalize the Company.

(b) Narrative Description of Business

The Company has created a children's educational division called Children's
Cable Network ("CCN" or the "Network"). Prior to January 1998, the Company
acquired, purchased, and licensed educational programming for the Children's
Cable Network; specializing in nonviolent, educational, informative and special
interest preschool programming, children's classics programs and G-rated
children's motion pictures. The Company's present lack of any revenue and any
cash reserves has resulted in cessation of these activities. Since 1998, the
Company has sought to recapitalize or find a financial partner.

All reference to the Company in the following discussion of the business
activities of the Company include Children's Cable Network.

Children's Cable Network

In the past, CCN provided award-winning, nonviolent, educational, informative
and special interest children's programming for television and in the process of
providing this programming, created business opportunities for individuals and
syndications looking to get into the cable television broadcasting business.

Federal Legislation

The Federal Communications Act of 1984 requires cable operators to provide
channels for lease to the public in an attempt to enhance the diversity of
program choices available to cable subscribers. Generally, such allocation of
channels is referred to as "leased access." Section 612 of the Communications
Act of 1984 established a federal scheme through channel leasing to assure
access to cable systems by third parties unaffiliated with the cable operator.
Under the amendments to Section 612, cable operators were also permitted to
Place programming from a qualified minority or educational programming source on
Up to 33 percent of the cable system's designated leased access channels.

Additionally, the Cable Act of 1992 mandated that every cable system with more
Than thirty-six channels and less than fifty-five activated channels must
Designate 10 percent of their capacity to leased access. Systems with greater
Than 55 activated channels must set aside 15 percent of their capacity to leased
Access. In addition, the Federal Communications Act of 1984 provides individuals
And groups the opportunity to use the public, educational and government access
channels offered by the cable companies. Systems with fewer than 36 activated
channels are not required to make lease channel capacity available unless
otherwise required to do so by terms of the franchise in effect on December 29,
1994. The Cable Television Act of 1992 renewed government supervision of the
franchised cable television industry which was deregulated by the Cable Act of
1984. Both Acts are amendments to the Communications Act of 1934. The Cable

<PAGE>


Television Act of 1992 ("1992 Act") authorized the FCC to implement rate and se
rvice regulation for certain basic cable television services and to create
regulations that will increase competition to franchised cable operators. On
April 1, 1993, the FCC announced several features of the rules it planned to
implement in connection with the 1992 Act. Most of the announced rules concerned
rate regulation for franchised services as well as a temporary rate freeze and
rollback. In order to promote competition with franchised cable operators, the
FCC announced program access regulations as part of the Act. These provisions
essentially allow competitive cable operators to purchase television programming
at fair prices. Management believes that these provisions of the Act may result
in lower operating costs for the Company, however, there can be no guarantee
that revisions in said regulation will not materially affect the Company.

The cable television industry is subject to both regulatory restrictions
implemented primarily by the Federal Communications Commission, ("FCC") and also
legislation which affects the communications and broadcast industries.

The Children's Television Act of 1990 established new requirements including
that each broadcasting station must provide programs that serve the educational
and informational needs of young viewers. Accordingly, broadcasters must limit
the amount of advertising aired during children's programming and must provide
programs that meet the educational and informational needs of children.

Cable Affiliates

Prior to January 1, 1998, the Company licensed its programming to Cable
Affiliates who would cablecast this programming on their local cable systems
through the purchase of time on a leased access channel. The Company obtained
Cable Affiliates through business opportunity shows and seminars, direct mail
and business opportunity advertisements in national publications and on the
Internet. The Company licensed only one Cable Affiliate in each cable system
market. The Company has no cash available to continue this effort.

Employees

The Company currently has no employees in the corporate office in Las Vegas,
Nevada. The Company is being run by Directors.

Competition

The Company's business is very competitive. The Company is in competition with
many cable companies, none of which specialize in nonviolent, educational
programming. Many competitors exist which have greater financial resources
and/or more experience in the delivery of programming than the Company. The
Company competed with all other broadcasters of children's programming. On cable
television, competitors included The Family Channel, The Learning Channel, PBS,
Nickelodeon and The Disney Channel.

Programming

The Company's programs consisted of nonviolent, educational, informative and
special interest videotapes and films which taught positive character
development and morality in addition to introductions to numbers, letters and
music. Each program was approximately 25 minutes in length, which left five
minutes of time for the Cable Affiliate to sell commercial advertisements,
sponsorships, and/or create and produce locally originated programming. Overall,
the Affiliates did not meet with enough success to support the continued
operation of CCN.

The Company, through its own research, had located many award-winning children's
series produced since 1950, some of which the Company planned to obtain through
direct acquisition or licensing, providing that the Company was able to raise
the capital necessary so to do. The Company was unsuccessful in those efforts.
The programming for children included puppet shows, live action and animated
characters, children's classic stories and music that was designed to teach
children in a fun and entertaining way. Library

<PAGE>


The Company still owns many programs outright and has multi-year licenses to
others. To date, each series of programs is aimed at the 11/2- to 6-year-old
audience, assisting them in their preparation for school. The Company owns
outright or licenses under long-term leases each of the following programs.

Olympic Entertainment Group, Inc. Library of Programming

The Shari Show
26 1/2 hour episodes

     The Shari Show takes place in the TV station called Bearly Broadcasting
where all of the positions are manned by puppets. Shari Lewis is the secretary
to the station manager, Mr. Bearly. As they put on the full range of typical
shows at Bearly Broadcasting, human interaction and value judgments are explored
and revealed. More than an entertainment show for children of all ages, The
Shari Show stimulates children's senses of curiosity and humor, which creates
involvement... a basic measurement of the educational process. Shari Lewis and
The Shari Show have won seven (7) Emmys, the Peabody award and numerous other
prestigious awards for excellence. Programming on license.

Bill Cosby's PicturePages
80 1/2 hour episodes

     Bill Cosby's PicturePages, winner of a Golden Globe award and Gold Medalist
of the International Film Festival of New York, helps children develop important
skills like following directions, drawing, hand-eye coordination, clear thinking
and numbers. PicturePages is the epitome of educating children with love and
laughter. Bill Cosby's unique approach, which delights children and adults, is
recommended by the National Education Association. Programming on license.

Dusty's Treehouse
260 1/2 hour episodes

     Dusty's Treehouse is a children's show designed for ages 2-6. The show uses
both adult and children mixed with puppets. Winner of eight (8) Emmys and the
coveted George Foster Peabody award, Dusty's Treehouse is very entertaining,
while at the same time teaches children how to cope when someone was injured,
what love is, to look both ways when crossing the street, never let strangers
into the house and other social and practical skills for dealing with today's
world. Owned by the Company.

Achievements in African-American History
10 1/2  hour programs

     Achievements in African-American History documents in a ten part series,
the historical achievements of black women and men in the fields of literature
and poetry, cinema, religion, medicine and science. This series features noted
black personalities such as Abbey Lincoln, Roscoe Lee Browne, Brock Peters and
Lou Gossett, Jr., who document through narration, dramatic scenes and readings,
some of the important historical contributions made by African- Americans. Owned
by the Company.

Hot Fudge
75 1/2 hour episodes

     Hot Fudge is the recipient of two national honors, the Action for
Children's Television Award for Outstanding Contribution to Mental Health
Programming for children, and the San Francisco State College Excellence in
Broadcasting Award. This nationally recognized program that combines live action
and a delightful cast of puppets with lessons, music and fun. Join the Hot Fudge
Gang as they learn about the complexities of relationships, friendship,
self-esteem, feelings, and cooperation, among many others, through song, live
action skits, and game shows. Each energetic show follows a single theme with
engaging dialogue and lively performances. Owned by the Company.

KidStreet
130 1/2 hour episodes

     This highly exciting game show for children is also family oriented. Three
pairs of siblings, the red team, the blue team and the green team, vie for
victory and prizes by guessing how one sibling will answer a set of questions.
Points are awarded for correct answers and the team with the most points wins
the chance to solve the final puzzle. The show motivates kids to learn
problem-solving skills and to better understand their sisters and brothers.
Programming on license.

<PAGE>


Coming To Ametrica
2 1/2 hour episodes

     Coming to Ametrica is a combination of live action and animation designed
to teach children as well as adults the metric system of weights and measures.
In this series, a spaceship kidnaps Admiral Gordon and six young people who have
been chosen to teach America the metric system of measurements. While detained
aloft in the spaceship the Admiral and his young crew learn everything there is
to know about the metric system. The spaceship computer uses lively and
entertaining animation to teach the skeptical Americans about liters, meters,
and grams. They learn that the metric system is used worldwide, and that once
understood, it is easier to use than gallons, yards and pounds. The series is
fun, entertaining and most of all, highly educational. Owned by the Company.

Metric Series
38  15 minute episodes
(approximately 600 minutes of animation)

     A series of animation programs designed to teach children, as well as
adults, the metric system of weights and measures. The Metric Series features a
mild mannered character named Newton Joule who, when conversion problems arise,
turns into the superhero Metric Man to teach children about liters, meters and
grams. They learn the metric system is used worldwide, and that once understood,
it is easier to use then gallons, yards and pounds. The series is fun,
entertaining and most of all, highly educational.

Scott McGrout Inside Out
1  30 minute special

     A highly informative and entertaining film on body awareness. This
beautifully animated story introduces Scott McGrout who takes a fascinating
journey through the human body. This film teaches the child how important each
part of the body is and how each part works together to keep the body healthy
and strong. Owned by the Company.

Kerchoo - What Really Happens When You Catch A Cold
1  10 minute film short

     In this imaginative film, Scott McGrout learns about the common cold.
Experiencing cold spells and sneeze quakes, Scott and the viewer watch the body
fight off Elvirus and her vacation companion, Common Cold. Owned by the Company.

Rod Rocket
135  5 minute episodes (675 minutes of animation)

     The exciting adventures of two astronauts in outer space in wonderful
animation. Owned by the Company.

     Feature Length Movies

     Fifteen movies with Tarzan, Abbott and Costello, Danny Kaye and Shirley
Temple, among others.


Item 2. Properties

The Company presently leases no space.


Item 3. Legal Proceedings

The Company is currently involved in the following legal matters:

The Company is a Defendant in Civil Action 96 CV 1930, Capital Funding &
Financial Group, Inc., et al. vs. Olympic Entertainment Group, Inc. in Denver,
CO. In this case, Plaintiff seeks refund of approximately $120,000 paid to the
Company as licensing fees in 1996. The Company intends to defend itself and
pursue its claims for licensing fees owed in excess of $100,000 and for damages
caused by Capital Funding through tortuous interference with various contracts.
A default Judgment was entered against the Company on November 2,1998 under
allegedly improper circumstances. The judgment was stayed and a motion to set
aside the default judgment is pending.

<PAGE>


During 2000, the Company was dismissed as a Defendant in Lee Van Dyke, Judy Lynn
Kloepfer and William G. Chandler vs. Olympic Entertainment Group, Inc., et al.,
which was filed in Superior Court of Los Angeles County, Case No. BC189116.

The Company was a defendant in Case No. A394431 in the District Court of Clark
County, Nevada, entitled Desert Inn Office III, Limited Partnership, et al. vs.
Olympic Entertainment Group, Inc., et al. The case was dismissed by the Court in
2000.

The Company, Dominic Orsatti and John Holt Smith are defendants in Case No.
A405069 in Dept. No. XVII in the in the District Court of Clark County, Nevada,
entitled AcquiCorp, Inc., a Nevada Corporation, and Gregory A. McAndrews vs.
Olympic Entertainment Group, Inc., at the time a revoked Nevada corporation, and
Dominic Orsatti and John Holt Smith, Individually, and as trustee of Olympic
Entertainment Group, Inc., at the time a revoked Nevada corporation. The
Complaint alleged, among other things, that Mr. Orsatti and Mr. Smith allowed
Olympic to become a revoked corporation, did not honor a signed stock buy-sell
agreement and a signed voting trust agreement to sell their stock to AcquiCorp,
Inc. and resign as directors so that AcquiCorp, Inc. could proceed with finding
a suitable financial partner to avoid bankruptcy for Olympic Entertainment
Group, Inc. The suit also seeks to restrain Mr. Orsatti and Mr. Smith from
performing any actions which might destroy shareholder value for Olympic
Entertainment Group, Inc.


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

By unanimous consent on September 29, 2000, the board approved the waiver of
notice to vote shares held in trust to elect new officers and directors and to
vote on other matters necessary to preserve shareholder value and maintain the
Company's compliance with regulations of the Securities & Exchange Commission,
the National Association of Securities Dealers and the State of Nevada. The
meeting was set for and held on December 31, 2000. Also on September 29, 2000,
shareholders voting more than 10% of the common shares outstanding requested a
special meeting of shareholders and waived notice to vote on the same issues as
the board. New officers and directors received more than 50% of the vote of the
shares outstanding. Directors unanimously and shareholders voting more than 50%
of the shares outstanding jointly approved new directors, Silverado Transfer as
transfer agent, James Scheifly & Associates as auditor, new bylaws, the
reaffirmation of of a recommendation to revoke all past compensation to Dominic
Orsatti and John Holt Smith by a majority vote of all shareholders, the
reaffirmation of the recommendation of a vote of the majority of shareholders to
revoke of all forms of common stock (except of "A" commons stock), preferred
stock, warrants and options (except those pledged for services and as collateral
for loans to persons other than Mr. Orsatti and Mr. Smith), the reaffirmation of
the previous board's decision to grant 60,000 common shares to Greg McAndrews &
Associates for financial public relations services and stock agreed to but not
paid prior to 1999, reaffirmation of the previous board's decision to grant
600,000 common shares to AcquiCorp, Inc. for mergers/acquisition consulting if
and when a financial partner was found for the Company by AcquiCorp, Inc., to
grant voting privliledges for the 660,000 common shares granted to Greg
McAndrews and a recommendation to submit all matters to shareholders at the next
annual meeting.

<PAGE>


PART II

Item 5. Market for Registrant's Common Equity & Related Stockholder Matters

(a)  Market Information

     (1)  (i)  None
          (ii) Not applicable
          (iii)First Quarter                First Quarter
          March 31, 2000                    March 31, 1999
          High Bid         Low Bid          High Bid          Low Bid
          $0.47            $0.20            $0.01             $0.01

          Second Quarter                    Second Quarter
          June 30, 2000                     June 30, 1999
          High Bid         Low Bid          High Bid Low Bid
          $0.20            $0.11            $0.03             $0.01

          Third Quarter                     Third Quarter
          September 30, 2000                September 30, 1999
          High Bid         Low Bid          High Bid          Low Bid
          $0.14            $0.03            $0.03             $0.02

          Fourth Quarter                    Fourth Quarter
          December 31, 2000                 December 31, 1999
          High Bid    Low Bid               High Bid          Low Bid
          $0.14       $0.03                 $0.05             $0.01

          (iv) Not applicable
          (v)  Not applicable
     (2)  (a)  Not applicable

(b)  Holders

     (1)  Title of Class                Number of Record Holders
          Common Stock,                 Approximately 300
          $0.01 Par Value

     (2)  Not applicable

(c)  Dividends

     (1)  There have never been any dividends declared by the Registrant.

     (2)  Registrant's losses do not currently indicate the ability to pay cash
          dividends.

<PAGE>


Item 6. Selected Financial Data
                                              Twelve Months Ending December 31,
                                                   2000             1999
                                                   ----             ----
Income statement data:

Revenues                                         $     0          $       0

Income (loss)
  from operations                               ($17,299)        ($146,758)

Net Interest Expense                            ($32,013)        ($ 37,013)

Income (Loss)
  before income taxes                           ($54,312)        ($183,771)

Income tax                                       $     0          $       0

Net income
  (loss)                                        ($54,312)        ($183,771)




                                                          December 31,
                                                    2000                1999
                                                    ----                ----
Per share data:

Primary:


Weighted average shares
  outstanding                                     3,002,785           3,002,785

Net income (loss)                               ($     0.02)       ($      0.06)

Balance sheet data:

Working capital
  (deficiency)                                  $         0         $         0

Total assets                                    $         0         $         0

Long-term debt                                       36,787              36,787


Total liabilities and stockholders' equity
  (deficiency)                                  $         0         $         0

<PAGE>


Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

The Company has continued to experience no cash flow problems occasioned by (i)
no revenue from license renewal fees or new Broadcast Affiliates licenses; (ii)
the failure of the Optimist Group licensing program initiated in January 1998,
and terminated by mutual consent on April 1, 1998; and (iii) the failure of a
program to produce significant new revenue from cause marketing initiatives.
Since January 1998, the Company has reduced overhead and expenditures by (i)
eliminating all paid personnel; ( ii) ceasing to pay salaries to corporate
officers; and (iii) paying no office rent. President and director Gregory A.
McAndrews is paying all expenses to maintain the Company.

Should the Company be unsuccessful in seeking a financial partner, it would seek
to reorganize its debt and to sell its programming in an orderly proceeding
under the protection of the Bankruptcy Court.


Comparison of 2000 to 1999

The Company's activities in the 2000 and 1999 consisted of attempting to find a
financial partner to avoid filing for bankruptcy. In addition, Gregory A.
McAndrews, who paid all of the expenses of the Company, pursued litigation
against former officers and directors Dominic Orsatti and John Holt Smith to
enforce a common stock buy-sell agreement and a voting trust agreement that Mr.
Orsatti and Mr. Smith each signed and failed to honor.

Comparison of 1999 to 1998

The Company's activities during 1999 were to find a financial partner. Until
January 1, 1998, the Company developed products, licensed cable affiliates and
negotiated acquisitions of rights to various children's television programs.
Revenues were down in 1998 versus 1997 due to the fact that cable affiliates did
not renew their license agreements when all specified conditions had been met.

Capital Resources & Sources of Liquidity

During 2000 and 1999, working capital remained inadequate due to lack of
activity. The Company was maintained by Gregory A. McAndrews, now the president
and a director.

Until January 1, 1998, cash requirements were for operating expenses, primarily
labor and general and administrative expenses, and for the acquisition of rights
to additional television series licensing.

Related Party Transactions

All deferred compensation to former officers and directors has been revoked by a
unanimous vote of the board and a majority vote of shareholders at a special
shareholders meeting. The matter is to be submitted to all shareholders at the
next annual meeting.

Major customers

The Company had no major customers in the 2000 and 1999.

Employment Contract

During 1998, Dominic Orsatti (former president and director) and the Company
mutually agreed to terminate a five-year compensation agreement entered into on
January 15, 1997. The matter will be submitted to all shareholders at the next
annual meeting when shareholders will be asked to reaffirm the board and holders
of a majority of the shares outstanding decision to revoke all past compensation
for Dominic Orsatti.

<PAGE>


Item 8. Financial Statements

The following financial statements are filed with this report as pages F-1
through F-2 following the signature page:

                                                        Reference
        Balance sheets                                  F-2
        Statements of operations                        F-3


Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure.

There were no changes or disagreements with accountants on accounting and
financial disclosures.


PART III

Item 10. Directors and Executive Officers of the Registrant

The following table sets forth the name, age and position held of each director
and officer of Olympic Entertainment Group, Inc.:

Name                        Age       Position

Gregory A. McAndrews        55        President and Chairman
Kristi Q Litton             32        Secretary and Director
Jerry Engel                 70        Director
Kelly A. Valceanu           33        Director
Raymond Girard, Jr.         28        Director

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

Officers and Directors

Pursuant to the Bylaws, each director shall serve until the annual meeting of
the shareholders, or until his or her successor is elected and qualified. It is
the intent of the Company to support the election of a majority of "outside"
directors at such meeting. The Company's basic philosophy mandates the inclusion
of directors who will be representative of management, employees and the
minority shareholders of the Company. Directors may only be removed for "cause".
The term of office of each officer of the Company is at the pleasure of the
Company's board. Former directors and officers Dominic Orsatti and John Holt
Smith were removed from office for cause by a court-approved action on September
29, 1999. On December 31, 2000 the new board of directors and shareholders with
voting control of more than a majority of shares reaffirmed this decision at a
board meeting and a special meeting of shareholders.

<PAGE>


BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS

Gregory A. McAndrews, President and Chairman of the Board - Mr. McAndrews has
been a financial public relations counselor concentrating on small businesses
for 29 years. He has represented more than 200 companies as President of Greg
McAndrews & Associates and as an affiliate of a New York financial public
relations firm. Mr. McAndrews is also President of AcquiCorp, Inc., a small
company mergers and acquisition advisor. He is President of the National
Association of Financial Wholesalers and a member of several other financial
industry associations. He is a frequent contributor to industry publications.
Mr. McAndrews received a BA degree in Journalism from the University of Southern
California in 1967.

Kristi Q Litton, Secretary and Director - In February 2001, Mrs. Litton was
named Manager of Auctions for Stuart Antiques & Design. Previously, she held
various positions since 1995 with Butterfield & Butterfield, an auction house
owned by E-Bay. Prior to that she was an account executive with advertising and
public relations firms for five years. She graduated from the University of
Southern California in 1990 with a BA and honors in Art History from the
University of Southern California.

Jerry Engel, Director - Mr. Engel is a private investor and an early prominent
investor in Olympic Entertainment Group, Inc. He is a CPA and a former partner,
retired, in a leading Nevada accounting firm.

Kelly A. Valceanu, Director - Mrs. Valceanu is currently a candidate for an MBA
from Webster University. For the prior four years, she was enlisted in the U.S.
Army domestically and overseas with the 18th Airborne Corps as a finance
specialist. She was a fashion model in Los Angeles, New York and Paris from high
school through enlisting in the Armed Forces with her husband, a Sergeant in the
82nd Airborne. She graduated from New York University in 1989 with a BA in
English.

Raymond Girard, Jr., Director - Mr. Girard is an Internet consultant and
specialist in the organization and maintenance of small publicly held companies.
He graduated from the University of Las Vegas with a BA in Business
Administration in 1995. He is currently an instructor in astronomy at UNLV and
has the honor of being with a team at the University that tracked and named a
previously undiscovered asteroid.


Item 11. Executive Compensation

The table below sets forth the payroll and consulting compensation for fiscal
1998 for the executive officers and directors of the Company.

Name of Individual        Capacities in Which Served            Compensation
------------------        --------------------------            ------------
Gregory A. McAndrews      President and Chairman of the Board       $-0-
Kristi Q Litton           Secretary and Director                    $-0-


Item 12. Security Ownership of Certain Beneficial Owners and Management

As of December 31, 2000 there were 3,297,785 Shares outstanding. The following
tabulates holdings of Common Shares of the Company by each person who, subject
to the above, are holders of record or are known by Management to own
beneficially more than 5.0% of the Common Shares and, in addition, by all
directors and officers of the Company individually and as a group.

<PAGE>

                             Table I - Common Stock
                             ----------------------

Name and Address                  Number of Shares of           Percentage
of Beneficial Owner               Common Stock Owned(1)(2)(3)   of Ownership
-------------------               --------------------------    ------------

Gregory A. McAndrews, Ind.
And as trustee for a UTMA                  6,500                      nil

Gregory A. McAndrews
President
AcquiCorp, Inc.
2949 East Dessert Inn Road
Suite No. 1
Las Vegas, NV 89121                      660,000                20 Percent


All Directors and Officers as a Group    666,500                20 Percent

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

(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment power (including the power to dispose or direct the disposition) with
respect to a security whether through a contract, arrangement, understanding,
relationship or otherwise. Unless otherwise indicated, each person indicated
above has sole power to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable community property laws.

(2) Shares for AcquiCorp, Inc. are voting shares, but the Board has voted to not
issue the shares until, and if, a financial partner is located.

(3) 60,000 shares were approved by the former board for Greg McAndrews &
Associates for previous fees and a pledge of stock that were never paid for
financial public relations services prior to 1999. Mr. McAndrews assigned those
shares to AcquiCorp, Inc. and to a voting trust for which he is the trustee.
600,000 shares were approved by the former board for AcquiCorp, Inc. in
connection with acquisition/merger activities to be granted when and if a
financial partner was arranged by AcquiCorp, Inc. On December 31, 2000, the new
board and shareholders representing voting control of more than a majority of
the stock voted to reaffirm this action and to allow AcquiCorp, Inc. to vote
these shares in a voting trust for which Mr. McAndrews acts as trustee.

The following tabulates holding of Series "B", "C" and "D" Preferred Shares of
the Company owned beneficially by all directors and officers of the Company
individually and as a group.

                      Table 2 - Series "B" Preferred Shares
                      -------------------------------------

                             Number of Series "B"        Percent of
Name and Address             Preferred Shares(1)           Class
----------------             -------------------           -----

None                                None                   None

(1) The board and a special meeting of shareholders voting more than a majority
of the shares outstanding has voted reaffirmed the revocation of Series "B"
Preferred Shares. The loan holder of "B" shares has agreed to return all of the
10,000 Series "B' Preferred Shares in exchange for compensation to be determined
later. The matter will be submitted to all shareholders at the next annual
meeting.

<PAGE>


                      Table 3 - Series "C" Preferred Shares
                      -------------------------------------

                             Number of Series "C"        Percent of
Name and Address             Preferred Shares(1)           Class
----------------             -------------------           -----

None                                None                   None

(1) The board and a special meeting of shareholders voting more than a majority
of the shares outstanding has voted reaffirmed the revocation of Series "C"
Preferred Shares. The matter will be submitted to all shareholders at the next
annual meeting


                      Table 4 - Series "D" Preferred Shares
                      -------------------------------------

                             Number of Series "D"        Percent of
Name and Address             Preferred Shares(1)           Class
----------------             -------------------           -----

None                                None                   None

(1) The board and a special meeting of shareholders voting more than a majority
of the shares outstanding has voted reaffirmed the revocation of Series "D"
Preferred Shares. The matter will be submitted to all shareholders at the next
annual meeting


PART IV

Item 14. Exhibits, Financial Statements, and Reports on Form 8-K

(a)  Financial Statements
                                                         Reference
     Balance sheets                                         F-2
     Statements of operations                               F-3

(b)  Reports on form 8-K

     None

(c)  Exhibits

     None


SIGNATURES



Olympic Entertainment Group, Inc.

By: /s/ Gregory A. McAndrews                       Date: March 28, 2001
----------------------------                       --------------------
President

NAME & POSITION

By: /s/ Gregory A. McAndrews                       Date: March 28, 2001
----------------------------                       --------------------
President

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


Board of Directors and Shareholders
Olympic Entertainment Group, Inc.

We have audited the balance sheet of Olympic Entertainment Group, Inc. as of
December 31, 2000, and the related statements of operations, changes in
stockholders' equity, and cash flows for each of the two years in the period
ended December 31, 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position of Olympic Entertainment Group,
Inc. as of December 31, 2000, and the related statements of operations, changes
in stockholders' equity, and cash flows for each of the two years in the period
ended December 31, 2000, in conformity with generally accepted accounting
principles.



                                   /s/ James E. Scheifley & Associates, P.C.
                                   -----------------------------------------
                                   James E. Scheifley & Associates, P.C.
                                    Certified Public Accountants

Denver, Colorado
March 19, 2001


                                      F-1
<PAGE>

                        Olympic Entertainment Ggoup, Inc.
                                  Balance Sheet
                             As of December 31, 2000

Assets
                                                                        2000
                                                                    -----------

Current Assets:                                                     $      --
                                                                    -----------
Total assets                                                        $      --
                                                                    ===========

Liabilities and Stockholders' Equity
Current Liabilities:
Notes payable                                                       $   135,000
Curent portion of long-term debt                                         36,787
Accounts payable - trade                                                619,929
Officer advances                                                         37,003
Accrued expenses                                                        529,511
                                                                    -----------
Total current liabilities                                             1,358,230


Commitments and contingencies (Note 7)

Redeemable preferred stock:
 Preferred stock, 10% cumulative convertible
  $.01 par value, 650,000 shares authorized,
  101,500 shares issued
  and outstanding in 1999
  liquidating preference $1 per share                                   203,000

Stockholders' equity:
 Preferred stock, $.01 par value, 5,000,000
  total shares authorized:
 Preferred stock, convertible, 40,000 shares
  authorized, 32,800 shares issued and
  outstanding, $10 per share liquidating
  preference (Series C)                                                  65,600
 Preferred stock, convertible, 98,000 shares
  authorized, issued and outstanding, $3 per
  share liquidating preference (Series D)                               196,000
Common stock, $.01 par value, 20,000,000
 shares authorized, 3,002,785 shares
 issued and outstanding                                                  30,028
Paid in capital                                                       3,394,314
Common stock subscriptions                                               61,950
Accumulated deficit                                                  (5,309,122)
                                                                    -----------
                                                                     (1,561,230)
                                                                    -----------
Total liabilities and
  stockholders' equity                                              $      --
                                                                    ===========


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

                                      F-2
<PAGE>

                        Olympic Entertainment Ggoup, Inc.
                            Statements of Operations
                 For the Years Ended December 31, 2000 and 1999


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

Revenue                                            $      --        $      --

Costs and expenses:
 General and administrative                             17,299          146,758
                                                   -----------      -----------
                                                        17,299          146,758

Income (loss) from operations                          (17,299)        (146,758)

Other income and (expense):
 Interest expense                                      (37,013)         (37,013)
                                                   -----------      -----------
                                                       (37,013)         (37,013)

Net income before income taxes                         (54,312)        (183,771)
Provision for income taxes                                --               --
                                                   -----------      -----------
Net income (loss)                                  $   (54,312)     $  (183,771)
                                                   ===========      ===========


Per share information:
Basic and diluted (loss) per share
 Net income (loss) per share                       $     (0.02)     $     (0.06)
                                                   ===========      ===========
 Weighted average shares outstanding                 3,002,785        3,002,785
                                                   ===========      ===========


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

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                               Olympic Entertainment Ggoup, Inc.
                               Statement of Stockholders' Equity
                        For the Years Ended December 31, 2000 and 1999


                                           Common                    Preferred
                                           Shares        Amount        Shares        Amount
                                         -----------   -----------   -----------   -----------
<S>                                      <C>           <C>           <C>           <C>
Balance December 31, 1998                  2,824,552   $    30,028   $   130,800   $   261,600

Common stock subscribed for settlement

Net (loss) for the year                         --            --            --            --
                                         -----------   -----------   -----------   -----------
Balance December 31, 1999                  2,824,552        30,028       130,800       261,600

Net (loss) for the year                         --            --            --            --
                                         -----------   -----------   -----------   -----------
Balance December 31, 2000                  2,824,552   $    30,028       130,800   $   261,600
                                         ===========   ===========   ===========   ===========


Table continues below

                                         Additional      Common
                                           Paid-In       Stock        Accumulated
                                           Capital     Scbscribed       Deficit         Total
                                         -----------   -----------    -----------    -----------

Balance December 31, 1998                $ 3,394,314   $    48,750    $(5,071,039)    (1,336,347)

Common stock subscribed for settlement                      13,200                        13,200

Net (loss) for the year                         --                       (183,771)      (183,771)
                                         -----------   -----------    -----------    -----------
Balance December 31, 1999                  3,394,314        61,950     (5,254,810)    (1,506,918)

Net (loss) for the year                         --                        (54,312)       (54,312)
                                         -----------   -----------    -----------    -----------
Balance December 31, 2000                $ 3,394,314   $    61,950    $(5,309,122)    (1,561,230)
                                         ===========   ===========    ===========    ===========


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

                                             F-4
</TABLE>
<PAGE>

                        Olympic Entertainment Ggoup, Inc.
                            Statements of Cash Flows
                 For the Years Ended December 31, 2000 and 1999

                                                            2000         1999
                                                         ---------    ---------
Operating activities:
Net income (loss)                                        $ (54,312)   $(183,771)
Adjustments to reconcile net income
  (loss) to net cash:
Depreciation                                                  --           --
Amortization of film costs                                    --           --
Common stock issued for services                              --           --
Stock subscriptions issued for services                       --         13,200
Film masters rights charged off                               --        101,323
Loss on disposition of assets                                 --           --
(Increase) decrease in accounts receivable                    --           --
(Increase) in other assets                                    --           --
Increase (decrease) in accrued expenses                     37,013       37,013
Increase (decrease) in accounts payable                       --         12,503
Increase in officer advance                                 17,299       19,701
                                                         ---------    ---------
Total adjustments                                           54,312      183,740
                                                         ---------    ---------
Net cash provided by (used in) operating activities           --            (31)


Net increase in cash and cash equivalents                     --            (31)
Beginning cash                                                --             31
                                                         ---------    ---------
Ending cash                                              $    --      $    --
                                                         =========    =========
Supplemental cash flow information:
Cash paid for:  Interest                                 $    --      $    --
                Income taxes                             $    --      $    --


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

                                      F-5
<PAGE>


                        Olympic Entertainment Group, Inc.
                          Notes to Financial Statements
                                December 31, 2000

Note 1. ORGANIZATION

The Company was incorporated on May 21, 1987, in the State of Nevada, and is in
the business of acquiring, licensing and distributing non-violent educational,
informational and special interest television programming for children. The
Company does business as the "Children's Cable Network" ("CCNII"), which is
comprised of individuals or entities, known as Broadcast affiliates, who license
the Company's programs to air in the various cable markets throughout the United
States. The Company commenced the sale of broadcast licenses to such affiliates
during 1995. The ceased its principal business activity during the first quarter
of 1998.

     SIGNIFICANT ACCOUNTING POLICIES

Estimates:

The preparation of the Company's financial statements requires management to
make estimates and assumptions that effect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.

Fixed assets:

Property and equipment are carried at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets. When assets
are retired or otherwise disposed of, the cost and the related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is
recognized in operations for the period. The cost of repairs and maintenance is
charged to operations as incurred and significant renewals or betterments are
capitalized.

The Company depreciates its office equipment utilizing the straight-line method
over a period of five years. The Company has recorded no depreciation expense
for the years ended December 31, 2000 and 1999. During the second quarter of
1998, the Company abandoned substantially all of its office and computer
equipment in connection with the cessation of its operations. Additionally, the
Company abandoned its rights under a long term operating lease for its corporate
offices including certain leasehold improvements. The Company recognized a loss
of $134,740 in connection with the abandonment of these assets.

                                      F-6
<PAGE>


Film library:

The Company amortizes the costs of its film library over the estimated economic
life of the film using the film forecast method in accordance with SFAS #53. The
amortization periods begin at the time the films are available for showing by
the Company's Broadcast Affiliates. When the Company concludes that any such
costs will not benefit future periods said costs are charged to operations for
the period.

During the year ended December 31, 1997 the Company made an adjustment to reduce
the carrying value of its film library of $74,876. Amortization charged to
operations during 1997 aggregated $128,355 (See Note 6). During the year ended
December 31, 1998, the Company ceased its principal business activities. In
connection therewith the Company reduced the carrying value of its film library
to its estimated net realizable value of $100,000 and charged an aggregate of
$717,557 to costs and expenses.

During the year ended December 31, 1999, the Company determined that the
remaining unamortized balance of the film rights was not expected to be realized
in future years and charged the full amount to operations.

Cash and cash equivalents

Cash and cash equivalents consist of cash and other highly liquid debt
instruments with a maturity of less than three months.

Fair value of financial instruments

The Company's short-term financial instruments consist of cash and cash
equivalents, accounts and loans receivable, and accounts payable and accruals.
The carrying amounts of these financial instruments approximate fair value
because of their short-term maturities. Financial instruments that potentially
subject the Company to a concentration of credit risk consist principally of
cash and accounts receivable, trade. During the year the Company did not
maintain cash deposits at financial institutions in excess of the $100,000 limit
covered by the Federal Deposit Insurance Corporation

                                      F-7
<PAGE>


Stock-based Compensation

The Company adopted Statement of Financial Accounting Standard No. 123 (FAS
123), Accounting for Stock-Based Compensation beginning with the Company's first
quarter of 1996. Upon adoption of FAS 123, the Company continued to measure
compensation expense for its stock-based employee compensation plans using the
intrinsic value method prescribed by APB No. 25, Accounting for Stock Issued to
Employees, and has provided in Note 2 pro forma disclosures of the effect on net
income and earnings per share as if the fair value-based method prescribed by
FAS 123 had been applied in measuring compensation expense.

Earnings (loss) per share:

In February 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 128, "Earnings Per Share." SFAS No. 128 supersedes and simplifies the
existing computational guidelines under Accounting Principles Board ("APB")
Opinion No. 15, "Earnings Per Share."

The statement is effective for financial statements issued for periods ending
after December 15, 1997. Among other changes, SFAS No. 128 eliminates the
presentation of primary earnings per share and replaces it with basic earnings
per share for which common stock equivalents are not considered in the
computation. It also revises the computation of diluted earnings per share. The
Company has adopted SFAS No. 128 and there is no material impact to the
Company's earnings per share, financial condition, or results of operations. The
Company's earnings per share have been restated for all periods presented to be
consistent with SFAS No. 128.

The earnings per share is computed by dividing the net income (loss) for the
period by the weighted average number of common shares outstanding for the
period. Common stock equivalents are excluded from the computation if their
effect would be anti-dilutive.

                                      F-8
<PAGE>


Recent Pronouncements

SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines for all
items that are to be recognized under accounting standards as components of
comprehensive income to be reported in the financial statements. The statement
is effective for all periods beginning after December 15, 1997 and
reclassification of financial statements of financial statements for earlier
periods will be required for comparative purposes. To date, the Company has not
engaged in transactions which would result in any significant difference between
its reported net loss and comprehensive net loss as defined in the statement.

Effective December 31, 1998, the Company adopted SFAS No. 131, Disclosures about
Segments of an Enterprise and Related Information ("SFAS 131"). SFAS 131
superseded SFAS No. 14, Financial Reporting for Segments of a Business
Enterprise. SFAS 131 establishes standards for the way that public business
enterprises report information about operating segments in annual financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports. SFAS 131 also establishes
standards for related disclosures about products and services, geographic areas,
and major customers. The adoption of SFAS 131 did not affect results of
operations or financial position. To date, the Company has operated in one
business segment only.


Note 2. STOCKHOLDERS' EQUITY

During the year ended December 31, 1999, the Company settled a lawsuit for the
collection of fees with a consultant who has assumed management responsibilities
for the Company. The settlement specifies the issuance of 660,000 shares of the
Company's common stock, which at the settlement date had a fair market value of
$13,200 based upon the bid price of the common stock. The shares remained
unissued at December 31, 2000.

During July 1996, the Company adopted the 1996 Employee Stock Option Plan for
the benefit of certain employees, officers, directors and consultants. The
Company also filed a Registration Statement on Form S-8 to register these
shares. The number of common shares reserved under the plan is 800,000. The plan
provides that the option price on the grant date shall not be less than the fair
market value on such date. During July 1996 the Company issued 360,000 options
exercisable at $1.40 per share under the plan, which expire after ten years
unless exercised. During December 1996, the Company granted additional options
under the plan for 370,000 shares exercisable at $.60 for a ten-year period.

                                      F-9
<PAGE>


Following is a summary of the transactions in the plan:

                                         Range of      Weighted
                                         Exercise      Average
                             Shares       Prices        Price
                             ------       ------        -----

Balance December 31, 1998    395,000   $.60 - $1.40     $1.08

Granted                         -
Canceled                        -
Exercised                       -  .
                             -------
Balance December 31, 1999    395,000   $.60 - $1.40     $1.08

Granted                         -
Canceled                        -
Exercised                       -  .
                             -------
Balance December 31, 2000    395,000   $.60 - $1.40     $1.08

Options available at
 December 31, 2000           405,000

As of the date of the financial statements none of the options had been
exercised.


Note 3. INCOME TAXES

Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse.

The Company currently has net operating loss carryforwards aggregating
approximately $3,188,000 which expire beginning in 2003 through 2015.

The principal difference between the Company's book operating losses and income
tax operating losses results from the issuance of and subscriptions for common
stock and preferred stock during 1994 and 1996 for services. The effects of
these differences are expected to be permanent in nature, therefore no deferred
tax asset had been recorded related thereto.

                                      F-10
<PAGE>


The Company did not provide Federal income taxes for the years ended December
31, 2000 and 1999 due to operating losses incurred.

The Company is unable to predict future taxable income that would enable it to
utilize the deferred tax asset arising from the future value of the net
operating loss and therefore the deferred tax asset of approximately $1,083,000
related thereto is fully reserved. The reserve balance increased by
approximately $21,000 as a result of the loss generated in the current year.


Note 4. RELATED PARTY TRANSACTIONS

During the years ended December 31, 2000 and 1999, the Company's chief executive
officer paid expenses in behalf of the Company amounting to $17,299 and $19,701,
respectively. The balance of the non-interest bearing expense payments amounted
to $37,003 at December 31, 2000.


Note 5. NOTES PAYABLE AND LONG TERM DEBT

Long-term debt consists of an obligation arising from the settlement of a
lawsuit (see Note 8). Monthly payments of $2,000 per month, including interest
imputed at 8% per annum are due for a forty month period beginning June 1, 1996.
The loan is in default and all amounts due under the loan at December 31, 2000
($36,787) have been classified as a current liability.

Notes payable consists of a short-term loan of $10,000 made in March 1993 from
an individual pursuant to a debenture bearing interest at 10% per annum and
originally due on March 30, 1994. The holder of the debenture has the right to
convert the debenture into common stock of the Company at the rate of one share
of common stock for each one dollar due on the debenture. During March, 1994,
the holder of the debenture agreed to extend the due date on the debenture to
March 30, 1995.

The note has not been extended and is considered to be due on demand by the
holder.

                                      F-11
<PAGE>


Also included in notes payable are a series of four notes aggregating $125,000
which were issued by the Company in December 1997. The notes were due during
September 1998 with interest at 10% per annum payable quarterly. The notes are
secured by an aggregate of 250,000 shares of the Company's common stock
controlled by an officer of the Company. The fair value of the pledged shares is
equivalent to the face amount of the notes at the issue date of the notes. The
notes are considered to be due on demand.


Note 6. FILM LIBRARY

At December 31, 2000, the Company's film library consisted of the following:

   License costs                        $ 912,935
   Mastering costs                         43,235
                                        ---------
                                          956,170
   Less accumulated amortization         (956,170)
                                        ---------
                                        $    --

During 1998, in connection with the cessation of the Company's principal
business operations, the Company made a reduction of the carrying amounts of the
film rights and masters of $717,557, which reduced the carrying amounts to an
estimated net realizable value of $100,000. The Company further reduced the
carrying value to $ 0 during the year ended December 31, 1999 as it is unlikely
that any future value will be received therefrom.


Note 7. COMMITIENTS AND CONTINGENCIES

During August, 1997, the Company entered into a lease for office space in Las
Vegas, Nevada for a sixty month period ending August 31, 2002 at a monthly
rental of $4,445, increasing by approximately 3.5% per year throughout the
lease. In connection with the cessation of its principal business activity in
1988, the Company abandoned its rights pursuant to the lease. The landlord
commenced legal action to recover unpaid rent and build out costs aggregating
$229,765. The Company has accrued the full amount of the claim in trade accounts
payable. Although the Company has been dismissed from the suit, the company's
counsel cannot comment on the likelihood of an unfavorable outcome nor can an
estimate be made of the amount or range of potential loss.

                                      F-12
<PAGE>


Note 8. LITIGATION

Capital Funding & Financial Group, Inc. et al. v. Olympic Entertainment Group,
Inc., et al. Colorado state court, Case No. 96-CV-001980.

The claim by the plaintiff is for the refund of $120,000 in licensing fees paid
to the Company in 1996 and for other damages. The Company had filed a counter
claim and based on the opinion of its Colorado attorney as of April 26, 1998 had
not made any accrual pursuant to the case for the year ended December 31, 1997.
As a result of the Company's cessation of its principal business operations, the
Company was forced to abandon its counterclaim effort California. A trial was
held in Colorado in November 1998 and the plaintiff was awarded a default
judgment of $1,000,000, including punitive damages of $520,000. A motion to set
aside the default judgment has been made by the Company and stayed by the Court
and a motion to set aside the default judgment is pending. The Company's counsel
cannot predict the likelihood of an unfavorable outcome nor can an estimate be
made of the amount or range of potential loss. The Company has not accrued any
amount of the default judgment in the foregoing financial statements.

Lee Van Dyke et al. v. Olympic Entertainment Group, Inc., et al. Superior Court
of Los Angeles County, Case No. BC189116.

The plaintiffs seek class action status and allege violations of California
securities laws, breach of contract and violation of the California Business and
Professions Code. The suit had not been certified by the Court for class action
status.

The Company is also named as an adverse party in a cross-complaint filed in the
same case filed by Pacific Health Management, Inc. d/b/a Carousel Media
Marketing (Carousel). The cause of action relates to the sale of limited
partnership investment units to investors by Carousel. On February 9, 2000, a
motion for a stipulated settlement was granted, in which the Company was
dismissed as a party without prejudice.


                                      F-13