U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 1999
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                           Commission File No. 33-29139
                           ----------------------------

                                 TC X CALIBUR, INC.
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

          NEVADA                                              87-0474017
         --------                                            -----------

(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)

                          181 Carlaw Avenue, Suite 300
                        Toronto, Ontario, Canada M4M 2S1
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (801) 262-8844

                         24 Queen Street East, Suite 401
                        Brampton, Ontario, Canada L6V 1A3
                                  -----------
          (Former Name or Former Address, if changed since last Report)

Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   None

     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company 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
               ---      ---                  ---      ---

     Check  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,   to  the  best  of  Company's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State Issuer's revenue for its most recent fiscal year:
          December 31, 1999 - $693,354
<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     May 2, 2000 - $59,015.67 There are approximately 1,259,001 shares of common
voting stock of the Company held by  non-affiliates.  The aggregate market value
was  determined  by  multiplying  the  number of shares of common  stock held by
non-affiliates  by the average bid price of such  stock,  as of May 2, 2000,  as
quoted by the National Quotation Bureau LLC.(the"NQB").

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes X    No
                                                 ---      ---

                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                 May 3, 2000
                                   5,480,001

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<PAGE>

                                     PART I

Item 1.  Description of Business.
---------------------------------

Business Development.
---------------------

     Organization and Charter Amendments.
     -----------------------------------

     TC X Calibur,  Inc.,  (the  "Company") was organized  under the laws of the
State of Nevada on October 27, 1988, under the name "Extant Investments, Inc."

     Commencing  on or  about  December  5,  1990,  pursuant  to a  Registration
Statement on Form S-18 filed with the Securities  and Exchange  Commission and a
Prospectus  dated as of such date, the Company offered and sold Units consisting
of common stock and  warrants,  closing the  offering on January 31,  1989;  all
unexercised warrants have expired. For further information regarding its public
offering, reference is made to the Registration Statement of the Company and its
Prospectus,  copies of which have been previously been filed with the Securities
and Exchange Commission, and are incorporated herein by this reference. See Item
13.

     Effective  May  17,  1991,  the  Company  acquired  all of the  issued  and
outstanding  shares of common stock of Sentinel  Diagnostics,  Inc.,  an Arizona
corporation  ("Sentinel  Diagnostics"),  pursuant  to an  Agreement  and Plan of
Reorganization  (the  "Sentinel  Plan"),  and  changed  its  name  to  "Sentinel
Scientific,  Inc." See the 8-K Current Report of the Company dated May 17, 1991,
a copy of which has been  previously  filed  with the  Securities  and  Exchange
Commission, and is incorporated herein by this reference. See Item 13.

     Sentinel  Diagnostics  was organized under the laws of the State of Arizona
on January 4, 1989, for the primary purpose of developing and marketing a family
of  biomedical  technologies  for use in early  diagnosis  of disease  and other
medical anomalies.

     Due to lack of  funds,  the  Company  was  required  to  discontinue  these
business operations in late 1992.

     Effective August 10, 1993, and pursuant to a Reorganization  Agreement (the
"AFC Plan")  between the Company,  A.F.C.  Entertainment,  Inc.,  a  corporation
organized  under The Companies Act of Barbados  ("AFC"),  and Berliner  Holdings
Limited, a corporation formed pursuant to The International Companies Act, 1982,
of  St.  Vincent  and  The  Grenadines  ("Berliner  Holdings"),  which  was  the
beneficial owner of 100% of the issued and outstanding shares of common stock of
AFC,  the Company  acquired all of the issued and  outstanding  shares of common
stock of AFC, and changed its name to "TC X Calibur, Inc."

     For  information  concerning  the business done and intended to be done and
the proposed plan of operation of the Company  following  the  completion of the
AFC Plan,  reference  is made to the 8-K  Current  Report of the  Company  dated
August 10, 1993, a copy of which has been  previously  filed with the Securities
and Exchange Commission,  and is incorporated herein by this reference. See Item
13.

     Effective  December  31, 1993,  the Company  acquired  (the "Film  Opticals
Agreement")  all of the outstanding  common stock of Film Opticals  Investments,
Limited ("Film Optical  Investments"),  a corporatin organized under the laws of
the Province of Ontario, Canada. See the 8-K Current Report of the Company dated
December 31, 1993, a copy of which has been previously filed with the Securities
and Exchange Commission,  and is incorporated herein by this reference. See Item
13. Also,  see the heading  "Business"  below,  for  information  regarding  the
business operations of Film Opticals  Investments Limited that were succeeded to
the Company.

     In 1993, the Company's  subsidiary,  Film Opticals of Canada Limited ("Film
Opticals"), had a dispute with a creditor pursuant to a secured promissory note.
Because  management  disagreed  with the  creditor,  the  Company  sought  court
protection  by filing a Notice  of  Intention  to Make a  Proposal  pursuant  to
Subsection 50.4(1) of the Bankruptcy and Insolvency Act of Canada. A trustee was
appointed to oversee the Company's financial management,  in the Ontario Justice
Court,  General  Division,  case No.  B163/94,  and the  Company  continued  its
operations pending a resolution of the matter.

     The  Company's  proposal  under the Notice of  Intention to Make a Proposal
were  ultimately  accepted by the court on April 25, 2000. The Company  received
notification  from the trustee  certifying full  performance of the proposal.  A
copy of the  Certificate of Full  Performance of Proposal is attached hereto and
incorporated herein by this reference.  See Item 13. For additional information,
please see the  Company's 8-K Current  Report dated May 5, 2000,  which has been
previously filed with the Securities and Exchange Commission and is incorporated
herein by this reference. See Item 13.

Business.
---------

     The operations of Film Opticals,  the Company's sole operating  subsidiary,
consist of  providing a full range of special  effects to  producers  of Feature
Films, Documentaries,  Short Films, T.V. Commercials,  T.V. Shows, etc. Services
offered include digital effects, such as blue and green screen compositing, wire
removal, scratch and dust removal, and computer animation.

     The Company also supplies  computer  animation  camera  services,  creative
services  for  credits and special  effects for use in  commercials,  theatrical
features, movies of the week and television productions.  It also specializes in
16mm to 35mm blow-ups for theatrical features.

Principal Products and Services.
--------------------------------

     Film Opticals provides the following products and services:

     --A full range of special  effects to producers of Feature
       Films, Documentaries,  Short Films, T.V. Commercials,  T.V. Shows, etc.;
     --Digital  effects,  such as blue and green screen  compositing;
     --Wire  removal;
     --Scratch  and dust  removal;
     --Computer animation;
     --Supplier of computer animation camera services;
     --Creative   services  for  credits  and  special   effects  for  use  in
       commercials,  theatrical  features,  movies  of  the week and  television
       productions.
     --The  Company  also  specializes in  16mm to  35mm blow-ups for theatrical
       features.

Distribution Methods of the Products or Services.
-------------------------------------------------

     Products  and services are  distributed  directly to clients.  There are no
agents, distributors, or middlemen involved in the distribution of the Company's
products and services.  The Company's  advertising consists primarily of word of
mouth and  inclusion in pre and post  production  "credits".  In  addition,  the
Company  does  advertise  in several  small trade  publications,  located in and
around the Toronto area; however, the Company has found that the best sources of
advertising are word of mouth and "credits". The Company is currently developing
a website in order to further advertise its products and services.

Competitive Business Conditions.
--------------------------------

     There is only one other  business  entity in the Toronto area that provides
services similar to those of the Company. This competitor, Film Effects, is not
a public entity; therefore, there is no financial or other information available
to  compare  with the  operations  of the  Company.  However,  the  Company  may
encounter  competition from new competitors,  as well as from the development of
new  technology.  No  assurance  can be given  that the  products  and  services
provided by the Company will not become obsolete as technology advances.

Sources and Availability of Raw Materials and Names of Principal Suppliers.
--------------------------------------------------------------------------

     There are two major  suppliers of film stock used by the  Company,  Eastman
Kodak and Fuji.  The  Company  currently  acquires  its film stock from  Eastman
Kodak. Chemicals used in the production of high contrast film, cleaning machines
and other film processing  techniques are readily available from sources such as
Signal Chemical,  Eastman Kodak or Exxon.  None of the raw materials used by the
Company are of limited availablity.

Dependence on One or a Few Major Customers.
-------------------------------------------

     None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
--------------------------------------------------------------------------

     None; not applicable.

Need for any Governmental Approval of Principal Products or Services.
---------------------------------------------------------------------

     None; Not applicable.

Effect of Existing or Probable Governmental Regulations on Business.
-------------------------------------------------------------------

     None; Not applicable;


Research and Development.
-------------------------

     None; not applicable.

Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------

     The  Company  did  not  have  any   material   capital   expenditures   for
environmental  matters  during  the period  covered  by this  Report nor does it
anticipate  any  expenditures  during 2000.  However,  the Company's  operations
involve the handling and use of substances  that are subject to federal,  state,
provincial and local  environmental laws and regulations that impose limitations
on the discharge,  storage and disposal of such materials.  The Company believes
that it is in material  compliance with environmental  laws, but there can be no
assurances  that  future  additional  environmental  compliance  or  remediation
obligations  will not arise or that such  operations  could not have a  material
adverse effect on the Company.

Number of Employees.
--------------------

     The Company currently has 11 full time employees, including management. The
Company's employees and job descriptions are listed below:
<TABLE>
<CAPTION>
      Number of Employees               Job Title
     --------------------               ---------
              <S>                  <C>

              2                     Management;
              1                     Production Supervisor;
              3                     Film Layout;
              2                     Optical Camera Operators;
              1                     Animation camera and contrast machine
                                        operator;
              2                     Computer  operators associated with creative
                                        and digital effects and pre and post
                                        credits.
             ---
              11                    Total Full Time Employees

</TABLE>

Item 2.  Description of Property.
---------------------------------

     The major classes of assets as of December 31, 1999, are as follows:

<TABLE>
<CAPTION>
                                        Accumulated
        Asset Class          Cost       Depreciation            Method/Life
        -----------          ----       ------------            -----------
 <S>                       <C>           <C>                    <C>

   Computer/Office Equip.    $143,871     $100,093                SL/5
   Film Process Equip         301,438      300,660                SL/5
                             ---------------------
                Total        $445,309     $400,753
                             =====================
</TABLE>

     In  December,  1999,  the  Company  entered  into an  operating  lease with
unrelated parties for its facilities,  located at 181 Carlaw Avenue,  Suite 300,
Toronto, Ontario, Canada M4M 2S1. The lease is for a period of five years.

     The terms of the lease provide for total rentable square feet of 4,244, and
future minimum lease payments of the following:
<TABLE>
                <S>             <C>

                2000            29,401
                2001            29,401
                2002            29,401
                2003            29,401
                2004            29,401
</TABLE>

     Total rent paid for 1999 and 1998 was $25,302 each year. In addition to the
forgoing,  the Company rents, on a month-to-month  basis, a storage facility for
its movie library, the cost of which is $3,983 annually,

Item 3.  Legal Proceedings.
---------------------------

     The  Company  is  not a  party  to any  pending  legal  proceeding.  To the
knowledge  of  management,  no federal,  state or local  governmental  agency is
presently  contemplating  any  proceeding  against  the  Company.  No  director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the  Company's  common stock is a party  adverse to
the Company or has a material interest adverse to the Company in any proceeding.

     In 1993,  the Company's  subsidiary,  Film  Opticals,  had a dispute with a
creditor pursuant to a secured  promissory note.  Because  management  disagreed
with the  creditor,  the Company  sought court  protection by filing a Notice of
Intention to Make a Proposal  pursuant to Subsection  50.4(1) of the  Bankruptcy
and Insolvency  Act of Canada.  A trustee was appointed to oversee the Company's
financial  management  and  the  Company  continued  its  operations  pending  a
resolution of the matter.

     The  Company's  proposal  under the Notice of  Intention to Make a Proposal
were  ultimately  accepted  by the  court   on April 25,  2000.  The  Company
received  notification  from the  trustee  certifying  full  performance  of the
proposal.  A copy of the Certificate of Full Performance of Proposal is attached
hereto and  incorporated  herein by this reference  See Item 13. For additional
information,  please see the  Company's  8-K Current  Report  dated May 5, 2000,
which has been previously filed with the Securities and Exchange  Commission and
is incorporated herein by this reference. See Item 13.

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

     No matter was submitted to a vote of the Company's  security holders during
the calendar  year  covered by this Report or during the two  previous  calendar
years.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------

Market Information
------------------

     Although the  Company's  common  stock is quoted on the OTC Bulletin  Board
("XCAL") of the National  Association of Securities Dealers,  Inc. (the "NASD"),
there is currently no  established  market for such shares;  and there can be no
assurance  that any such market will ever develop or be  maintained.  Any market
price for shares of common  stock of the Company is likely to be very  volatile,
and numerous  factors  beyond the control of the Company may have a  significant
effect. In addition, the stock markets generally have experienced,  and continue
to  experience,  extreme  price and  volume  fluctuations  which have often been
unrelated to the operating  performance of these  companies.  These broad market
fluctuations,  as  well  as  general  economic  and  political  conditions,  may
adversely  effect the market price of the  Company's  common stock in any market
that may develop. Sales of "restricted  securities" under Rule 144 may also have
an adverse  affect on any market that may  develop.  See the  caption  "Sales of
Unregistered and Restricted Securities Over the Past Three Years", Item 5, Part
II.

     If the Company is unable to bring its reports  current by May 17, 2000,  it
will be delisted from the OTC-BB.

     The following  quotations were provided by the National  Quotation  Bureau,
LLC, and do not represent actual  transactions;  these quotations do not reflect
dealer markups, markdowns or commissions.

<TABLE>
<CAPTION>

                                STOCK QUOTATIONS

                                                       CLOSING BID
<S>                                                   <C>      <C>
        Quarter Ended:                                 High     Low
        --------------                                 ----     ---

April 1, 1998 through June 30, 1998                     --      --

July 1, 1998 through September 30, 1998                 --      --

October 1, 1998 through December 31, 1998               --      --

January 4, 1999 through March 31, 1999                .0625    .0625

April 1, 1999 through June 30, 1999                   .09375   .0625

July 1, 1999 through September 30, 1999               .09375   .0625

October 1, 1999 through December 31, 1999             .0625    .0625

January 3, 2000 through March 31, 2000                .0625    .03125

April 3, 2000 through May 2, 2000                     .0625    .03125

</TABLE>

Sales of "Unregistered" and "Restricted" Securities Over the Past Three Years.
-----------------------------------------------------------------------------

     There have been no sales of  "restricted  securities" of the Company during
the period covered by this Report or during the past three calendar  years.  All
of the Company's  "restricted  securities" have been held for more than one year
and are  available  for sale under Rule 144.  Sales of  "restricted  securities"
under Rule 144 may have an adverse effect on any market of the Company's  common
stock that may develop.

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report is approximately 153.

Dividends
---------

     The Company has not declared any cash  dividends with respect to its common
stock and does not intend to declare  dividends in the foreseeable  future.*

     *See  Part  III,  Item  10  and  11  for  information  regarding  executive
compensation and stock ownership.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------

Plan of Operation.
------------------

     The Company's  current plan of operation is to continue with the operations
of its sole  operating  subsidiary,  Film Opticals.  For additional  information
regarding the current operations of the Company, please see Item 1, Business.

Results of Operations.
----------------------

     During the calendar  year ended  December 31, 1999,  the Company  generated
revenues  of  $693,354  and net  income/(loss)  of  $(17,134).  See the Index to
Financial Statements, Item 7, Part II.

Liquidity.
---------

     As shown in the financial  statements,  the Company has accumulated  losses
for the years ended December 31, 1999,  and 1998, in the  respective  amounts of
($17,134),  and  ($61,614),  and has a negative net working  capital  balance of
($107,215).  These factors indicate that the Company may not be able to continue
as a going concer. See the Index to Financial Statements, Item 7, Part II.

Item 7.  Financial Statements.
         ---------------------

          Financial Statements for the years ended
          December 31, 1999 and 1998

          Independent Auditors' Report

          Consolidated Balance Sheets - December 31, 1999

          Consolidated Statements of Operations for the years ended
          December 31, 1999 and 1998

          Consolidated Statements of Stockholders' Equity for the
          years ended December 31, 1999 and 1998

          Consoldiated Statements of Cash Flows for the years ended
          December 31, 1999 and 1998

          Notes to the Financial Statements

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

     Mantyla &  McReynolds,  Certified  Public  Accountants,  of Salt Lake City,
Utah, have been retained to audit the financial  statements of the Registrant as
of May 5, 2000. Mantyla & McReynolds have prepared audited financial  statements
of the  Registrant  for the calendar years ended December 31, 1999 and 1998; The
Registrant has contacted its previous auditor, Malone and Bailey, PLLC, formerly
John Malone and company,  Certified  Public  Accountants,  5444 Westheim  #2080,
Houston TX 77056  (713)  840-1210,  and there are no  disagreements  between the
Registrant and the previous auditor,  Malone and Bailey, whether resolved or not
resolved,  on any  matter  of  accounting  principles  or  practices,  financial
statement disclosures or auditing scope or procedure,  which would cause them to
make reference to the subject matter of a disagreement  in connection with their
reports.

     For additional information regarding the change of auditor,  please see the
Company's Form 8-K Current Report dated May 5, 2000,  which has been  previously
filed with the Securities and Exchange  Commission and is incorporated herein by
this reference. See Item 13.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers
--------------------------------------------------

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.

<TABLE>
<CAPTION>

                                   Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
<S>                   <C>             <C>            <C>
Kenneth J. White      President        8/93           *
                      Director         8/93           *

Michael S. Smith      Secretary        8/93           *
                      Treasurer        8/93           *
                      Director         9/93           *


</TABLE>
     * These persons presently serve in the capacities indicated.

Business Experience.
--------------------

     Kenneth White,  age 65,  President and Director.  Since 1965, Mr. White has
been involved in numerous types of businesses as a general  manager in the areas
of marketing, finance, manufacturing,  planning, sales including vast experience
in internatinal  business. Mr. White was a principal of Security Trading Inc., a
member of the Toronto Stock Exchange and full service stock broker and is acting
President and C.O.O.  of Film Optical  Investments  Limited,  the Company's sole
operating subsidiary,  provider of negative processing and printing, transfer of
video  tapes,   special   effects,   animation   and   products  for   corporate
communications.  Mr. White  attended  University  of Western  Ontario  School of
Business Administration, University of Toronto and Mount Allison University, New
Brunswick.

     Michael Smith,  age 65,  Secretary,  Treasurer and Director.  Mr. Smith has
been engaged in the motion  picture and video  industry for 35 years and was the
co-founder  of M.S. Art  Services,  Ltd.,  a provider of animation  and art work
producers.  In  addition,  Mr.  Smith,  has been  providing  the  industry  with
processing,  printing of film and transfer of film to video tapes. His extensive
background  in  the  special   effects  field  has  earned  Mr.  Smith  numerous
prestigeous awards.

Significant Employees.
----------------------

     The Company has no employees  who are not executive  officers,  but who are
expected to make a  significant  contribution  to the  Company's  business.  For
additional information regarding the Company's employees,  please see "Number of
Employees", Item 1, Part 1.

Family Relationships.
---------------------

     There  are  no  family  relationships  between  any  current  directors  or
executive officers of the Company, either by blood or by marriage.

Involvement in Certain Legal Proceedings.
-----------------------------------------

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person of
the Company:

          (1) was a general partner or executive officer of any business against
     which  any  bankruptcy  petition  was  filed,  either  at the  time  of the
     bankruptcy or two years prior to that time;

          (2) was  convicted  in a  criminal  proceeding  or named  subject to a
     pending criminal  proceeding  (excluding traffic violations and other minor
     offenses);

          (3) was  subject to any order,  judgment or decree,  not  subsequently
     reversed,  suspended or vacated,  of any court of  competent  jurisdiction,
     permanently  or  temporarily  enjoining,  barring,  suspending or otherwise
     limiting his  involvement  in any type of business,  securities  or banking
     activities; or

          (4)  was  found  by a  court  of  competent  jurisdiction  (in a civil
     action),  the Securities and Exchange  Commission or the Commodity  Futures
     Trading  Commission  to have  violated  a federal  or state  securities  or
     commodities  law,  and the  judgment  has not been  reversed,  suspended or
     vacated.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     The  Company  files  reports  under  Section  15(d) of the  Securities  and
Exchange Act of 1934, as amended;  therefore, no such reports are required to be
filed.

Item 10. Executive Compensation.
--------------------------------

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation
                    Annual Compensation   Awards  Payouts
(a)             (b)   (c)   (d)   (e)    (f)   (g)    (h)   (i)

                                                         Secur-
                                                         ities         All
Name and   Year or                       Other   Rest- Under-  LTIP  Other
Principal  Period       Salary     Bonus Annual  ricte dlying  Pay-  Comp-
Position   Ended         ($)        ($)  Compen- Stock Options outs  ensat'n
-----------------------------------------------------------------
<S>         <C>          <C>        <C>   <C>   <C>   <C>     <C>   <C>
Kenneth
White,         12/31/99  $60,000*   0     0      0       0      0     0
President,     12/31/98  $60,000*   0     0      0       0      0     0
Director


Michael
Smith          12/31/99  $60,000*   0     0      0       0      0     0
Secretary/     12/31/98  $60,000*   0     0      0       0      0     0
Treasurer,
Director

</TABLE>

     *All cash  compensation  paid as salaries to the officers and  directors of
the Company were paid by the Company's sole operating entity, Film Opticals, for
services  performed  by the above mentioned  individuals to Film Opticals.

Compensation of Directors.
--------------------------

     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

     There are no arrangements  pursuant to which any of the Company's directors
was  compensated  during the  Company's  last  completed  calendar  year for any
service  provided as director.

Employment  Contracts and  Termination of Employment and  Change-in-Control
Arrangements.
---------------------------------------------------------------------------

     The  Company's  management,  Kenneth J. White and Michael S. Smith,  signed
five year  employment  contracts with the Company in 8-93.  These contracts were
renewed  in 8-98 with  five year  extensions.  See Item 10,  Part II,  Executive
Compensation,  for information regarding  compensation of the Company's Officers
and Directors.

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination  of  employment  with the Company or any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The  following  table sets forth the  shareholdings  of those  persons  who
beneficially  own more than five percent of the Company's common stock as of the
date of this Report, with the computations being based upon 5,480,001  shares of
common stock being outstanding.

<TABLE>
<CAPTION>

                            Number of Shares           Percentage
Name and Address           Beneficially Owned          of Class
----------------           ------------------           --------
<S>                          <C>                       <C>

Berliner Holdings LTD.*       2,100,000                  38.32
181 Carlaw Ave., Suite 300
Toronto, Ontario, Canada
M4M 2S1

Barbara O'Gorman**            1,365,000                  24.91

O'Gorman Family Trust**         276,000                   0.05

Kingsbury Holdings Ltd.***      400,000                   7.30
Lot 18 Bay St. Kingstown
St. Vincent, The Grenadines
West Indies

                              ---------                   ----
                              4,141,000                  75.56%
</TABLE>
     *Mr. Claus Voellmecke may be deemed beneficial owner of these shares due to
his  relatinship  with Berliner  Holdings  Limited.  Mr.  Voellmecke is owner of
Berliner Holdings Limited.

     **Ms.  Barbara O'Gorman may be deemed  beneficial owner of these shares due
to her  relationship  with the O'Gorman Family Trust. Ms. O'Gorman is trustee of
the O'Gorman Family Trust.

     ***Mr.  Michael S. Smith may be deemed beneficial owner of these shares due
to his  relationship  with  Kingsbury  Holdings  Limited.  Mr. Smith is owner of
Kingsbury Holdings Limited.

Security Ownership of Management.
---------------------------------

     The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
                            Number of               Percentage of
Name and Address     Shares Beneficially Owned       of Class
----------------     -------------------------        --------
<S>                            <C>                  <C>
Kenneth J. White
Casablanca Holdings Ltd.*       80,000              0.01
Lot 18 Bay St. Kingstown
St. Vincent, The Grenadines
West Indies

Michael S. Smith
Kingsbury Holdings Ltd.**      400,000              7.30
Lot 18 Bay St. Kingstown
St. Vincent, The Grenadines
West Indies
                               -------              ------
All directors and
executive officers             480,000              7.31%
as a group (2 persons)
</TABLE>
     *Mr.  Kenneth White may be deemed  beneficial  owner of these shares due to
his relationship  with Casablanca  Holdings  Limited.  Mr. White is the owner of
Casablance Holdings Limited.

     *Mr.  Michael Smith may be deemed  beneficial  owner of these shares due to
his  affiliation  with  Kingsbury  Holdings  Limited.  Mr. Smith is the owner of
Kingsbury Holdings Limited.

Changes in Control.
-------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.

Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------

 Transactions with Management and Others.
----------------------------------------

     During the past two years,  there have been no material  transactions  with
any director, executive officer, 5% beneficial shareholder or promoter.


<PAGE>

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K
-------------------

     Form 8-K Current Report dated May 5, 2000, for information  relating to the
Company's court protection,  change in the Compay's auditors, and other matters,
as described in Item I, Item 3 and Item 8, Part I, above.*

     *Summaries of all exhibits  contained in this Report are modiified in their
entirety by reference to these Exhibits.


Exhibits
--------
<TABLE>
<CAPTION>

Exhibit
Number               Description*
------               -----------
<S>                  <C>

 99                 Certificate of Full Performance of Proposal.

 27                 Financial Data Schedule


</TABLE>

DOCUMENTS INCORPORATED BY REFERENCE

     Form S-18 Registration  Statement as filed with the Securities and Exchange
Commission on or about December 3, 1990, as described in Item I, Part I above.*

     Form 8-K Current Report dated May 17, 1991, for information relating to the
Company's  acquisitin of Sentinel  Diagnostics,  as described in Item I, Part I,
above.*

     Form 8-K Current Report dated August 10, 1993, for  information  concerning
the business  done and intended to be done and the proposed plan of operation of
the Company  following  the  completion of the AFC Plan, as described in Item I,
Part I, above.*

     Form 8-K Current Report, dated December 31, 1993, for information concering
the  acquisition of Film Opticals  Investments  Limited,  and  subsitiaries,  as
described in Item I, Part I, above.*

     Form 8-K Current Report dated May 5, 2000, for information  relating to the
Company's court protection,  change in the Compay's auditors, and other matters,
as described in Item I, Part I and Item 8, Part II, above.*


     *Summaries of all exhibits  contained in this Report are modiified in their
entirety by reference to these Exhibits.

<PAGE>




                              SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       TC X CALIBUR, INC.



Date:  5-16-00                         By/S/Kenneth J. White
                                       President and Director

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:

                                        TC X CALIBUR, INC.



Date:  5-16-00                          By/S/ Kenneth J. White
                                        Kenneth J. White
                                        President and Director



Date:  5-16-00                          By/S/Michael S. Smith
                                        Michael S. Smith
                                        Secretary/Treasurer and Director

<PAGE>




                               TC X CALIBUR, INC.
             Including the accounts of its wholly-owned subsidiary
                              Financial Statements
                                      and
                          Independent Auditors' Report
                                December 31, 1999















<PAGE>










                                 TC X Calibur, Inc.

              Including the accounts of its wholly-owned subsidiary


                               TABLE OF CONTENTS



                                                                        Page

      Independent Auditors' Report. . . . . . . . . . . . . . . . . . .  1


      Colsolidated Balance Sheet - December 31, 1999. . . . . . . . . .  2


      Consolidated Statements of Operations for the years ended
      December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . .  3


      Consolidated Statements of Stockholders' Equity/(Deficit)
      for the years ended December 31, 1999 and 1998. . . . . . . . . .  4


      Consolidated Statements of Cash Flows for the years ended
      December 31, 1999 and 1998. . . . . . . . . . . . . . . . . . . .  5


      Notes to Financial Statements. . . . . .  . . . . . . . . . . . . 6-10


<PAGE>








                         INDEPENDENT AUDITORS REPORT


The Board of Directors and Shareholders
TC X Calibur, Inc.


     We have  audited  the  accompanying  consolidated  balance  sheets  of TC X
Calibur Inc,(a Nevada Corporation)and its wholly-owned subsidiary,  Film Optical
Investment  Limited,  (a Canadian  corporation) as of December 31, 1999, and the
related consolidated  statements of operations,  stockholders' (deficit) equity,
and cash flows for the years ended  December  31, 1999 and  December  31,  1998.
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 audit.

     We conducted  our audit 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 audit provides 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 TC X Calibur,  Inc, as of
December 31, 1999,  and the results of  operations  and cash flows for the years
ended  December  31,  1999 and  1998,  in  conformity  with  generally  accepted
accounting principles.

     The accompanyting financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
consolidated  financial  statements,  the  Company has  accumulated  losses from
operations and has a net working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.  Managements's plans in regard
to these matters are also  described in Note 2. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


                                          /S/ MANTYLA McREYNOLDS
                                          ------------------------------------
                                          MANTYLA McREYNOLDS
Salt Lake City, Utah
April 28, 2000
<PAGE>
<TABLE>

<CAPTION>


                                TC X CALIBUR, INC
                           Consolidated Balance Sheet
                                December 31, 1999


                                    ASSETS
<S>                                                      <C>        <C>
Current Assets

   Cash                                                   $        4,715
   Accounts receivable-net of allowance
        for doubtful accunts of $25,005                           72,435
   Prepaid expenses                                                5,092
                                                            -------------
        Total Current Assets                                      82,242

Property and equipment - Note                                    445,309
Less:  Accumulated depreciation                                 (400,753)
                                                            -------------
        Net Property and equipment                                44,556

                  Total Assets                            $      126,798
                                                            =============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:

   Current Liabilities
      Accounts payable                                    $      171,534
      Accrued liabilities                                          4,066
      Notes Payable - Note                                        13,857
                                                            ------------
        Total Current Liabilities                                189,457
                                                            ------------
          Total Liabilities                                      189,457


Stockholders' Equity:

   Common stock--50,000,000 shares authorized, $.001 par
       value; 5,480,000 shares issued outstanding                  5,480
   Additional Paid-In Capital                                      1,566
   Accumulated Deficit                                           (69,480)
   Accumulated Foreign Currency Translation Adjustment              (225)
                                                              -----------
          Total Stockholders' Equity                             (62,659)
                                                              -----------
          Total Liabilities and
          Stockholders Equity                            $       126,798
                                                              ===========

</TABLE>



                See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>

                               TC X CALIBUR, INC.
                      Consolidated Statements of Operations
                   For the Years Ended December 31, 1999 and 1998




                                        1999            1998
                                        ----            ----

<S>                              <C>  <C>       <C>   <C>

Revenues                          $    693,354   $    525,034

Cost of Sales                          434,550        304,336
                                     ---------      ---------
Gross Profit                           258,804        220,698

General and Administrative
        Expenses                       275,938        282,312
                                     ---------      ---------
Net Loss from Operations               (17,134)       (61,614)
                                     ---------      ---------
   Net Loss Before Income Taxes        (17,134)       (61,614)

Provision for Income Taxes
        -Notes 1&3                         -0-            -0-
                                     ---------      ---------
Net Loss                          $    (17,134)  $    (61,614)
                                     =========      =========
Loss Per Share                    $       (.01)  $       (.01)
                                     =========      =========
Weighted Average Shares
        Outstanding                  5,480,000      5,480,000
                                     =========      =========
</TABLE>

                 See accompanying notes to financial statements

                                        4
<PAGE>
<TABLE>
<CAPTION>

                               TC X CALIBUR, INC.
            Consolidated Statements of Stockholders' Equity/(Deficit)
                 For the Years Ended December 31, 1999 and 1998



                                                               Additional                        Net
                                   Number of      Common        Paid in    Accumulated       Stockholders'
                                     Shares       Stock         Capital      Deficit           Equity
                                     ------       -----         -------      -------           -------
<S>                               <C>             <C>       <C>           <C>                 <C>

Balance, December 31, 1997          5,480,000      5,480        1,566          9,043            16,089

Net loss for the year ended
 December 31, 1998                                                           (61,614)          (61,614)
                                   ----------     -------   -------------  -------------       --------

Balance, December 31, 1998          5,480,000      5,480        1,566        (52,571)          (45,614)

Net loss for the year ended
 December 31, 1999                                                           (17,134)          (17,134)
                                   ----------     -------   -------------  -------------       --------

Balance, December 31, 1999          5,480,000      5,480        1,566        (69,705)          (62,659)
                                   ==========     =======   =============  =============       ========
</TABLE>

                         See accompanying notes to financial statements

                                               5
<PAGE>
<TABLE>
<CAPTION>

                               TC X CALIBUR, INC.
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 1999 and 1998





                                                       1999             1998

<S>                                              <C>  <C>        <C>  <C>
Cash Flows from Operating Activities:
-------------------------------------
Net Loss                                        $    (17,134)     $   (61,614)
Adjustments to reconcile net income to
net cash provided by operating activities:
   Depreciation                                        5,604            3,314
   (Increase) decrease in:
   Current assets                                    (25,936)         (89,934)
   Current liabilities                                47,193          (36,556)
                                                   ----------       ----------
      Net Cash Provided by/(Used for)
      in Operating Activities                          9,727           (4,922)

Cash Flows from Investing Activities
------------------------------------
Purchases of property and equipment                  (46,166)          (3,469)
                                                   ----------       ----------
      Net Cash Used for Investing Activities         (46,166)          (3,469)

Cash Flows Provided by Financing Activities
-------------------------------------------
   Borrowing from Stockholders                        17,924                0
                                                   ----------       ----------
      Net Cash Provided by Financing Activities       17,924                0

Effect of Exchange Rate on cash and
        cash Equivalents                              16,846            3,015

             Net Increase(decrease) in cash           (1,669)          (5,376)

Beginning Cash Balance                                 6,384           11,760
                                                    ---------       ----------
Ending Cash Balance                                    4,715            6,384
                                                    =========       ==========



</TABLE>


                See accompanying notes to financial statements

                                      6





<PAGE>

                                 TC X Calibur, Inc.
                   Notes to Consolidated Financial Statements
                              December 31, 1999


NOTE 1   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------

        (a)      Organization

     TC X Calibur,  Inc. ("the Company") was  incorporated in Nevada in October,
1988, as Extant  Investments,  Inc. In 1991, the Company merged with and changed
its name to  Sentinel  Scientific,  Inc.  From  1991 to 1993,  the  Company  was
involved with research and  development of biomedical  technologies,  but ceased
active operations due to lack of operating calital. In August, 1993, the Company
merged with A.F.C. Entertainment, Inc. ("A.F.C."), a Barbados corporation, which
was involved  with the foreign film  industry.  In December,  1993,  the Company
purchased all of the shares of Film Opticals  Investments Limited, a corporation
organized in the Province of Ontario,  Canada ("Film  Opticals") in exchange for
480,000  of its common  shares.  Since the  acquisition  of Film  Opticals,  the
Company has been  engaged in the  business  of  providing a full range of motion
picture printing  services and creative titles,  credits and optical effects for
features,  commercials,  theatrical  and television  programs.  The foreign film
library,  acquired  with the  merger of  A.F.C.,  remains  intact,  but  funding
constraints  have  curtailed  the  Company's  ability to develop and market this
segment of the business.

     The  financial  statements  of the Company have been prepared in accordance
with  generally  accepted  accounting  principles.  The  consolidated  financial
statements  of the Company  include the  accounts of TC X Calibur,  Inc. and its
wholly-owned  subsidiary,  Film Opticals  Investments  Limited.  All significant
intercompany  transactions  have been eliminated.  The following  summarizes the
more significant of such policies:

        (b)     Income Taxes

     The  Company  complies  with  the  provisions  of  Statement  of  Financial
Accounting  Standards No. 109 [the Statement],  Accounting for Income Taxes. The
Statement requires an asset and liability approach for financial  accounting and
reporting  for income  taxes,  and the  recognition  of deferred  tax assets and
liabilities for the temporary  differences between the financial reporting bases
and tax bases of the  Company's  assets and  liabilities  at  enacted  tax rates
expected  to be in  effect  when such  amounts  are  realized  or  settled.  The
cumulative  effect of this change in accounting  for income taxes as of December
31, 1999 is $0 due to the valuation allowance extablished as described below.

        (c)     Net Loss Per Common Share

     Net loss per common share is based on the weighted-average number of shares
outstanding. In accordance with Financial Accounting Standards No. 128, Earnings
Per Share,  basic loss per common share is computed  using the weighted  average
number of common shares outstanding.

<PAGE>

                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statemetns
                               December 31, 1999
                                  [Continued]


NOTE 1  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
-------------------------------------------------------------------
        [continued]

        (d)     Statement of Cash Flows

     For the Purposes of the  statements  of cash flows,  the Company  considers
cash and cash  equivalents  as deposits  in  commercial  banks.  The Company had
$4,715 in cash at December 31, 1999.

        (e)     Use of Extimates in Preparing of Financial Statements

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amount of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

        (f)     Property and Equipment

     Property and equipment are stated at cost.  Depreciation  is provided using
the   straight-line   basis  over  the  useful  lives  of  the  related  assets.
Expenditures for maintenance and repairs are charged to expense as incurred.

        (g)     Revenue Recognition

     Revenue is recognized as products or projects are delivered or servides are
provided to customers.

        (h)     Foreign Currency Translation

     Foreign  currency  exchange  transactions and translation are accounted for
pursuant to Statement of Financial  Accounting  Standards (SFAS) No. 52, Foreign
Currency  Translation.  The functional  currency of the operating  entity,  Film
Opticals, is the Canadian Dollar.

<PAGE>


                                TC X CALIBUR, INC
                   Notes to Consolidated Financial Statements
                                December 31, 1999
                                   [Continued]

NOTE 2  LIQUIDITY/GOING CONCERN
-------------------------------

     The accompanying financial statements have been prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  couse  of  business.  As  shown  in  the  financial
statements,  the Company has accumulated losses for the years ended December 31,
1999, and 1998, in the  respective  amounts of $17,134,  and $61,614,  and has a
negative net working  capital balance of $107,215.  These factors  indicate that
the Company may not be able to continue as a going concer.

     The Company's  ability to achieve a level of profitable  operations  and/or
additional  financing may impact the Company's  ability to continue as presently
organized.   Resolution   of  these  issues  is  dependent  on  the  success  of
management's  plans to raise funds through the sale of its equity  securities in
private placement or a public offering.  The Company may also seek a merger with
a better financed  partner to continue its operations and develop its library of
foreign  films.  The  consolidated  financial  statements  do  not  include  any
adjustments that might result from the outcome of this undertainty.

NOTE 3  INCOME TAXES
--------------------

     The  Company  complies  with  the  provisions  of  Statement  of  Financial
Accounting  Standards No. 109 [the  Statement],  Accounting for Income Taxes. No
provision  has  been  made  for  income  taxes  in  the  consolidated  financial
statements because the Company has incurred losses. The tax effects of temporary
differences that give rise to significant  portions of the deferred tax asset at
December 31, 1999 are summarized below.

        Deferred tax assets                     Balance         Tax     Rate
        ------------------------------------------------------------------------

        Loss carryforward(expires 2015)         $69,264       $16,623   24%

        Valuation allowance                                  ($16,623)
                                                             ---------
                Deferred tax asset                                 $0
                                                             =========

     A valuation allowance is provided when it is more likely than not that some
portion of the deferred  tax asset will not be realized.  Because of the lack of
taxable earnings history,  the Company has established a valuation allowance for
all future deductible temporary differences.

NOTE 4  PAYABLE TO SHAREHOLDERS
-------------------------------

     The Company borrowed  $13,857  ($20,000 CDN) in December,  1999 from two of
its officers/shareholders to finance operations. The promissory notes are due on
or about  April 30, 2000 and bear simple  interest  of  eighteen  percent  (18%)
annually.

<PAGE>
                                TC X CALIBUR, INC
                   Notes to Consolidated Financial Statements
                                December 31, 1999
                                   [Continued]

NOTE 5  FOREIGN FILM LIBRARY
----------------------------

     The  Company  acquired   approximately  125  movies  in  foreign  languages
(primarily  Chinese),  from a shareholder in 1991. The movies are in the martial
arts genre.  If the  Company  can obtain  sufficient  profits or  financing,  it
intends to complete  the  dubbing  and limited  editing and to release the films
into  world-wide  markets.  Although  the Company  believes  that the library is
valuable and could generate substantial revenues, the Company has elected not to
assign a value to them on the  basis of the lower of cost or  market.  Since the
films  have not  generated  any  revenues  to date,  for the  purposes  of these
financial  statements the Company has determined a current net realizable  value
of $-0-.

NOTE 6  PROPERTY AND EQUIPMENT
-------------------------------

The major classes of assets as of the balance sheet date are as follows:
<TABLE>
<CAPTION>
                                        Accumulated
        Asset Class          Cost       Depreciation            Method/Life
  <S>                       <C>           <C>                    <C>

   Computer/Office Equip.    $143,871     $100,093                SL/5
   Film Process Equip         301,438      300,660                SL/5
                             ---------------------
                Total        $445,309     $400,753
                             =====================
</TABLE>


NOTE 7  OFFICE LEASE
--------------------

     In  December,  1999,  the  Company  entered  into an  operating  lease with
unrelated parties for its facilities. The lease is for a period of five years.

     The terms of the lease provide for total rentable square feet of 4,244, and
future minimum lease payments of the following:
<TABLE>
                <S>             <C>

                2000            29,401
                2001            29,401
                2002            29,401
                2003            29,401
                2004            29,401
</TABLE>

Total rent paid for 1999 and 1998 was $25,302 each year. In addition to the
forgoing,  the Company rents, on a month-to-month  basis, a storage facility for
its movie library, the cost of which is $3,983 annually,

<PAGE>



                                TC X CALIBUR, INC
                   Notes to Consolidated Financial Statements
                                December 31, 1999
                                   [Continued]

NOTE 8  SIGNIFICANT CONCENTRATION OF CREDIT RISK
------------------------------------------------

     The Company has no single customer that represents a significant portion of
total  revenues.   The  Company's  activities  are  not  limited  to  geographic
boundaries.

NOTE 9  BANKRUPTCY
------------------

     In 1993,  the Company's  subsidiary,  Film  Opticals,  had a dispute with a
creditor pursuant to a secured  promissory note.  Because  management  disagreed
with the  creditor,  the Company  sought court  protection by filing a Notice of
Intention to Make a Proposal  pursuant to Subsection  50.4(1) of the  Bankruptcy
and Insolvency  Act of Canada.  A trustee was appointed to oversee the Company's
financial  management  and  the  Company  continued  its  operations  pending  a
resolution of the matter.

     The  Company's  proposal  under the Notice of  Intention to Make a Proposal
were  ultimately  accepted  by the  court  and on April 25,  2000,  the  Company
received  notification  from the  trustee  certifying  full  performance  of the
proposal.


<PAGE>