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, 2004
                               -----------------

[ ]  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)

                          365 Evans Avenue, Suite 302
                        Toronto, Ontario, Canada M8Z 1K2
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (416) 465-4435

                              None; Not Applicable.
                              ---------------------
          (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 revenues for its most recent fiscal year:
             December 31, 2004 - $0.

     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.

     March 28,  2005 -  $30,630.00  There are  approximately  102,100  shares of
common  voting  stock  of the  Company  held by  non-affiliates.  The  aggregate
estimated  market value was determined by multiplying the approximate  number of
shares of common stock held by  non-affiliates  by the average bid price of such
stock,  as of  March  28,  2005,  as  quoted  on the  OTCBB  of by the  National
Association of Securities Dealers (the"NASD".)

                   (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     No
                                                 ---      ---
        None; Not Applicable.

                     (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:

                                 March 28, 2005
                                   2,231,623

                       DOCUMENTS INCORPORATED BY REFERENCE

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

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

                                     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,  1999,  all
unexercised warrants have expired. For further information regarding this public
offering, reference is made to the Registration Statement of the Company and the
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 "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 Part III, 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 its 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 Part
III, Item 13.

     Effective December 31, 1993, the Registrant acquired all of the outstanding
common stock of Film Opticals  Investments,  Limited,  a  corporation  organized
under the laws of the Province of Ontario, Canada ("Film Opticals"). 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 Part III, Item 13.

    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 Part III, Item 13.

     Effective March 21, 2001,  pursuant to resolutions  adopted by the Board of
Directors and a Majority of the  Stockholder's,  the Company filed a Certificate
of  Amendment  to  its  Articles  of  Incorporation,   whereby,   the  5,480,001
outstanding shares of the Corporation were reverse split on a basis of 1 for 20,
while retaining the authorized  shares at 50,000,000 and the par value at $0.001
per share,  with  appropriate  adjustments  being made in the additional paid in
capital and stated capital accounts of the Corporation,  and with all fractional
shares being rounded up to the nearest whole share,  provided,  however, that no
stockholder,  computed on a per stock  certificate  of record  basis,  currently
owning 100 or more  shares  shall be reduced to less than 100 shares as a result
of the reverse split and that no stockholder owning less than 100 shares, on the
per stock  certificate  of record basis on the effective  date hereof,  shall be
affected by the reverse split;  provided,  that all  fractional  shares shall be
rounded up to the nearest  whole share,  and that these shares shall be provided
by the  Company.  A copy of the  Certificate  of  Amendment  to its  Articles of
Incorporation  has been  previously  filed  with  the  Securities  and  Exchange
Commission, and is incorporated herein by this reference. See Part III, Item 13.

     On or about December 28, 2004, pursuant to resolutions adopted by the Board
of  Directors  and  approved by a majority of the  Company's  shareholders  at a
Special Meeting of the Company's Shareholders, the Company entered into an Asset
Purchase  Agreement  pursuant to which the Company sold substantially all of its
assets  by  the  conveyance  of  our  wholly-owned  subsidiary,   Film  Opticals
Investments  Limited,  a  corporation  organized  under the Province of Ontario,
Canada  ("Film  Opticals"),  and our  film  library  ("Film  Library"),  to Film
Opticals of Canada 2004 Limited, a newly formed corporation  organized under the
Province of Ontario, Canada, and a wholly-owned subsidiary of Berliner Holdings,
Inc.("Berliner").  Berliner  is owned by our  President,  Claus  Voellmecke.  As
consideration  of the purchase,  Berliner agreed to cancel 500,000 shares of our
common stock that it owned and agreed, together with New Film Opticals,  assume,
pay and/or  compromise all of our outstanding  claims or liabilities  related to
Film Opticals and our Film Library and indemnify and hold us harmless from them.
For  additional  information,  please see the  Company's  Report's  on Form 8-K,
8-K/A-1 and 8-K/A-2 which have been  previously  filed with the  Securities  and
Exchange  Commission on or about December 8, 2004,  December 9, 2004 and January
4, 2005,  respectively  and which include a copy of the Proxy Statement that was
mailed to our  stockholders  on or about  December 8, 2004,  copies of which are
incorporated herein by this reference. See Part III, Item 13.

     In addition to the above mentioned sale by the Company of Film Opticals, on
or about December 28, 2004 and pursuant to  resolutions  adopted by the Board of
Directors and approved by a majority of the Company's  shareholders at a Special
Meeting of the  Company's  Shareholders,  the Company  amended  its  Articles of
Incorporation  to change our  capitalization  to add a class of preferred stock,
and gave our Board of  Directors  authority to effect  recapitalizations  and/or
name changes without further stockholder approval.  For additional  information,
please see the  Company's  Report's on Form 8-K,  8-K/A-1 and 8-K/A-2 which have
been  previously  filed with the Securities and Exchange  Commission on or about
December 8, 2004,  December 9, 2004 and January 4, 2005,  respectively and which
include a copy of the Proxy Statement that was mailed to our  stockholders on or
about  December  8,  2004,  copies  of which  are  incorporated  herein  by this
reference. See Part III, Item 13.

     Public Offering.
     ----------------

    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,  1999,  all
unexercised warrants have expired. For further information regarding this public
offering, reference is made to the Registration Statement of the Company and the
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.

Business.
---------

     On or about December 28, 2004, pursuant to resolutions adopted by the Board
of  Directors  and  approved by a majority of the  Company's  shareholders  at a
Special Meeting of the Company's Shareholders, the Company entered into an Asset
Purchase  Agreement  pursuant to which the Company sold substantially all of its
assets  by  the  conveyance  of  our  wholly-owned  subsidiary,   Film  Opticals
Investments  Limited,  a  corporation  organized  under the Province of Ontario,
Canada  ("Film  Opticals"),  and our  film  library  ("Film  Library"),  to Film
Opticals of Canada 2004 Limited, a newly formed corporation  organized under the
Province of Ontario, Canada, and a wholly-owned subsidiary of Berliner Holdings,
Inc.("Berliner").  As consideration  of the purchase,  Berliner agreed to cancel
500,000  shares of our common stock that it owned and agreed,  together with New
Film Opticals,  assume,  pay and/or compromise all of our outstanding  claims or
liabilities related to Film Opticals and our Film Library and indemnify and hold
us harmless  from them.  For  additional  information,  please see the Company's
Report's on Form 8-K,  8-K/A-1 and 8-K/A-2 which have been previously filed with
the Securities and Exchange Commission on or about December 8, 2004, December 9,
2004 and  January 4, 2005,  respectively  and which  include a copy of the Proxy
Statement  that was mailed to our  stockholders  on or about  December  8, 2004,
copies of which are  incorporated  herein by this reference.  See Part III, Item
13.

Post-Sale of Film Opticals and our Film Library Business.
---------------------------------------------------------

     Management  intends to  consider  a number of  factors  prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be  determinative  or provide  any  assurance  of  success.  These may
include,  but will not be limited to, as applicable,  an analysis of the quality
of the particular entity's management personnel;  the anticipated  acceptability
of any new products or marketing  concepts that any such candidate may have; the
merit of its technological  changes; its present financial condition,  projected
growth potential and available  technical,  financial and managerial  resources;
its working capital,  history of operations and future prospects;  the nature of
its  present  and  expected  competition;  the  quality  and  experience  of its
management  services and the depth of its management;  its potential for further
research,  development or exploration;  risk factors specifically related to its
business  operations;  its  potential  for growth,  expansion  and  profit;  the
perceived public recognition or acceptance of its products, services, trademarks
and name identification;  and numerous other factors which are difficult, if not
impossible,  to properly or accurately analyze,  let alone describe or identify,
without referring to specific objective criteria.

     Regardless,  the  results  of  operations  of any  specific  entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market  strategies,  plant or product  expansion,  changes in product  emphasis,
future management  personnel and changes in innumerable other factors.  Further,
in  the  case  of a new  business  venture  or one  that  is in a  research  and
development mode, the risks will be substantial,  and there will be no objective
criteria to examine the  effectiveness or the abilities of its management or its
business  objectives.  Also, a firm market for any such candidate's  products or
services  may yet need to be  established,  and with no past track  record,  the
profitability  of any such entity will be unproven and cannot be predicted  with
any certainty.

     Management  will  attempt  to  meet  personally  with  management  and  key
personnel of the entity providing any potential business opportunity afforded to
our Company, visit and inspect material facilities,  obtain independent analysis
or  verification  of  information  provided and  gathered,  check  references of
management  and key  personnel  and conduct other  reasonably  prudent  measures
calculated to ensure a reasonably  thorough  review of any  particular  business
opportunity;  however,  due  to  time  constraints  of  management  and  limited
resources, these activities may be limited.

     We are  unable  to  predict  the  time  as to when  and if we may  actually
participate in any specific  business  endeavor.  Our Company  anticipates  that
proposed  business  ventures  will  be made  available  to us  through  personal
contacts  of  directors,   executive   officers  and   principal   stockholders,
professional advisors, broker dealers in securities,  venture capital personnel,
members  of the  financial  community  and others  who may  present  unsolicited
proposals.  In certain cases, we may agree to pay a finder's fee or to otherwise
compensate  the persons who submit a  potential  business  endeavor in which our
Company  eventually  participates.  Such  persons  may  include  our  directors,
executive officers and beneficial owners our securities or their affiliates.  In
this  event,  such  fees may  become  a factor  in  negotiations  regarding  any
potential venture and, accordingly,  may present a conflict of interest for such
individuals.  Management does not presently  intend to acquire or merge with any
business enterprise in which any member has a prior ownership interest.

     Our Company's directors and executive officers have not used any particular
consultants,  advisors or finders on a regular  basis,  except Jenson  Services,
Inc.,("Jenson Services") a Utah corporation and financial consulting firm.

     Although we currently  have no plans to do so,  depending on the nature and
extent of services  rendered,  we may  compensate  members of  management in the
future for services that they may perform for our Company.  Because we currently
have extremely  limited  resources,  and we are unlikely to have any significant
resources until we have determined a business or enterprise to engage in or have
completed a merger or acquisition, management expects that any such compensation
would  take the  form of an  issuance  of our  Company's  common  stock to these
persons;  this would have the effect of further  diluting  the  holdings  of our
other   stockholders.   There  are  presently  no   preliminary   agreements  or
understandings   between  us  and   members  of   management   respecting   such
compensation.

     Substantial  fees are often paid in connection  with the  completion of all
types of acquisitions,  reorganizations or mergers,  ranging from a small amount
to as much as  $400,000.  These fees are  usually  divided  among  promoters  or
founders,  after deduction of legal,  accounting and other related expenses, and
it is not  unusual  for a  portion  of  these  fees  to be paid  to  members  of
management or to principal  stockholders as consideration for their agreement to
retire a portion of the shares of common  stock  owned by them.  In the event of
the payment of such fees,  Jenson Services would  participate in these payments,
regardless  of whether it referred the  potential  acquisition  candidate to us.
Management may actively negotiate or otherwise consent to the purchase of all or
any portion of their common stock as a condition  to, or in  connection  with, a
proposed reorganization,  merger or acquisition.  It is not anticipated that any
such  opportunity  will be  afforded  to other  stockholders  or that such other
stockholders  will be  afforded  the  opportunity  to  approve or consent to any
particular stock buy-out transaction.  In the event that any such fees are paid,
they may become a factor in negotiations  regarding any potential acquisition or
merger by our Company and, accordingly,  may also present a conflict of interest
for  such  individuals.  We  have  no  present  arrangements  or  understandings
respecting  any of these  types of fees or  opportunities,  except  with  Jenson
Services.  If there are fees paid in  connection  with any such  reorganization,
merger or acquisition,  management has agreed that Jenson Services may receive a
portion  of these  fees,  up to an amount not to exceed 50% of the amount of the
fees actually  received,  and from which Jenson Services will be required to pay
all of its own costs and expenses.

     None of our directors,  executive officers, founders or their affiliates or
associates has had any negotiations  with any  representatives  of the owners of
any  business  or  company   regarding  the   possibility  of  an   acquisition,
reorganization,  merger or other business  opportunity for our Company;  nor are
there any similar arrangements with us.

Risk Factors.
-------------

     In any  business  venture,  there are  substantial  risks  specific  to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified;  however,  at a minimum,
the  Company's  present  and  proposed   business   operations  will  be  highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven venture, and will include those types of risk factors outlined below.

     Extremely Limited Assets;  No Source of Revenue.  The Company has virtually
no assets and has had no  revenue.  Nor will the Company  receive  any  revenues
until it completes an acquisition,  reorganization  or merger,  at the earliest.
The Company can provide no assurance that any acquired business will produce any
material  revenues for the Company or its stockholders or that any such business
will operate on a profitable  basis.  Although  management  intends to apply any
proceeds  it may  receive  through  the  issuance of stock or debt to a suitable
acquisition,  subject to the criteria  identified  above, such proceeds will not
otherwise be designated for any more specific  purpose.  The Company can provide
no  assurance  that any use or  allocation  of such  proceeds  will  allow it to
achieve its business objectives.

     Absence of Substantive  Disclosure  Relating to  Prospective  Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may  acquire,  potential  investors  in the Company  will have  virtually  no
substantive  information  upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if  the  Company  had  already  identified  a  potential  acquisition  or if the
acquisition  target  had made an  offering  of its  securities  directly  to the
public.  The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.

     Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified  any particular  industry or business in which to
concentrate  its  acquisition  efforts.   Accordingly,   prospective   investors
currently  have no basis  to  evaluate  the  comparative  risks  and  merits  of
investing in the  industry or business in which the Company may acquire.  To the
extent that the Company  may  acquire a business  in a high risk  industry,  the
Company will become subject to those risks. Similarly, if the Company acquires a
financially  unstable  business  or a  business  that is in the early  stages of
development, the Company will become subject to the numerous risks to which such
businesses  are  subject.  Although  management  intends to  consider  the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.

     Uncertain  Structure  of  Acquisition.  Management  has had no  preliminary
contact or discussions  regarding,  and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business.  Accordingly,
it is unclear whether such an acquisition  would take the form of an exchange of
capital stock, a merger or an asset acquisition.

     Risks of "Penny  Stock."  The  Company's  common  stock may be deemed to be
"penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1  of the
Securities and Exchange Commission.  Penny stocks are stocks (i) with a price of
less than five  dollars  per share;  (ii) that are not traded on a  "recognized"
national  exchange;  (iii) whose  prices are not quoted on the NASDAQ  automated
quotation system  (NASDAQ-listed  stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible  assets less than $2,000,000 (if the issuer
has been in continuous  operation for at least three years) or $5,000,000 (if in
continuous  operation  for less than three years),  or with average  revenues of
less than  $6,000,000 for the last three years.

     Although the Company's common stock is currently quoted on the OTC-BB under
the  symbol  "TCXC",  there  has been no  "established  public  market"  for the
Company's  common stock during the last five years.  At such time as the Company
completes  a merger or  acquisition  transaction,  if at all,  it may attempt to
qualify  for  quotation  on either  NASDAQ or a  national  securities  exchange.
However, at least initially, any trading in its common stock will most likely be
conducted on the OTC Bulletin Board of the NASD under the symbol "TCXC". Section
15(g) of the  Securities  Exchange  Act of 1934,  as amended,  and Reg.  Section
240.15g-2 of the  Securities  and  Exchange  Commission  require  broker-dealers
dealing  in  penny  stocks  to  provide  potential  investors  with  a  document
disclosing  the risks of penny stocks and to obtain a manually  signed and dated
written  receipt of the document  before  effecting any  transaction  in a penny
stock for the investor's  account.  Potential  investors in the Company's common
stock are urged to obtain and read such disclosure  carefully before  purchasing
any shares that are deemed to be "penny stock." Moreover, Reg. Section 240.15g-9
of the  Securities  and Exchange  Commission  requires  broker-dealers  in penny
stocks to approve the account of any  investor for  transactions  in such stocks
before  selling any penny stock to that investor.  This  procedure  requires the
broker-dealer to (i) obtain from the investor information  concerning his or her
financial  situation,  investment  experience  and investment  objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these  requirements  may make it more  difficult  for investors in the Company's
common stock to resell their shares to third parties or to otherwise  dispose of
them.

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

     None; Not Applicable.

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

     None; Not Applicable.

Status of any Publicly Announced New Product or Service.
--------------------------------------------------------

     None; Not Applicable.

Competition.
------------

     None; Not Applicable.

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

    None; Not Applicable.

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.

Sarbanes-Oxley Act.
-------------------

     On July 30, 2002,  President Bush signed into law the Sarbanes-Oxley Act of
2002 (the  "Sarbanes-Oxley  Act"). The Sarbanes-Oxley Act imposes a wide variety
of new regulatory  requirements on  publicly-held  companies and their insiders.
Many of these requirements will affect us. For example:

     *     Our chief executive officer and chief financial officer must
           now certify the accuracy of all of our periodic reports that
           contain financial statements;

     *     Our periodic reports must disclose our conclusions about the
           effectiveness of our disclosure controls and procedures; and

     *     We may not make any loan to any director or executive officer
           and we may not materially modify any existing loans.

     The Sarbanes-Oxley Act has required us to review our current procedures and
policies to determine  whether they comply with the  Sarbanes-Oxley  Act and the
new  regulations  promulgated  thereunder.  We  will  continue  to  monitor  our
compliance  with all future  regulations  that are adopted  under the  Sarbanes-
Oxley Act and will take whatever  actions are necessary to ensure that we are in
compliance.

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

     None; Not applicable.

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

     None; Not applicable.

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

     The Company has no employees other than its officers and directors.


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

     The Company has no assets,  property or business;  its principal  executive
office  address  and  telephone  number  are the  business  office  address  and
telephone number of its President and majority  shareholder,  Claus  Voellmecke,
and are currently  provided at no cost. Because the Company has had no business,
its activities have been limited to keeping itself in good standing in the State
of Nevada and timely  filing its  Securities  and Exchange  Commission  filings.
These  activities have consumed an  insignificant  amount of management's  time;
accordingly,  the costs to Mr. Voellmecke of providing the use of his office and
telephone have been minimal.

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.

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

     A special  meeting of the  stockholders of the Company was held on December
28, 2004, at the hour of 11:00  o'clock  a.m.,  Local Time, at 365 Evans Avenue,
Suite 302, Toronto,  Ontario, Canada, pursuant to a Notice of Special Meeting of
Stockholders.

     Present in person or by proxy were 2,437,506  shares of common voting stock
of the 2,713,627 shares issued and outstanding. Present at the meeting was Claus
Voellmecke, President and a Director of the Company.

     Mr.  Voellmecke  stated that the meeting was  qualified to proceed with the
business for which it had been called.

     Mr. Voellmecke advised that the Board of Directors had unanimously resolved
to adopt  Proposals One and Two as outlined in the Proxy  Statement,  subject to
the  affirmative  vote of persons  owning a majority of the  outstanding  voting
securities at this Meeting. Berliner Holdings Limited ("Berliner"),  the related
party  acquiring  Film  Opticals  and our  Film  Library,  which is owned by Mr.
Voellmecke,  owns 1,823,592 shares of our outstanding voting securities, and Mr.
Voellmecke   owns  235,000  shares  of  our   outstanding   voting   securities;
accordingly,  Mr.  Voellmecke  is the  beneficial  owner of 2,058,592  shares or
approximately  75.9% of our outstanding voting securities.  Mr. Voellmecke voted
his securities  with the majority of the vote of stockholders at the Meeting for
Proposal One, and for Proposal Two.

     On motions duly made, seconded and unanimously approved, the discussion was
closed and the  following  resolutions  were  adopted and ratified by all shares
represented at the meeting:

     RESOLVED,  that the Company enter into an Asset Purchase Agreement pursuant
to which we will sell  substantially  all of our assets by the conveyance of our
wholly-owned  subsidiary,  Film  Opticals  Investments  Limited,  a  corporation
organized under the Province of Ontario, Canada ("Film Opticals"),  and our film
library  ("Film  Library"),  to Film  Opticals of Canada 2004  Limited,  a newly
formed  corporation  organized  under the  Province  of Ontario,  Canada,  and a
wholly-owned subsidiary of Berliner; and

     FURTHER,  RESOLVED, as consideration of the purchase,  Berliner will cancel
500,000  shares of our common  stock that it currently  owns and will,  together
with New Film Opticals,  assume,  pay and/or  compromise all of our  outstanding
claims  or  liabilities  related  to Film  Opticals  and our  Film  Library  and
indemnify and hold us harmless from them; and

     FURTHER,  RESOLVED,  that  we  will  file  amendments  to our  Articles  of
Incorporation  that will allow us to issue a class of preferred stock, and, will
allow our Board of Directors to effect certain re-capitalizations in the form of
pro rata  forward or reverse  stock splits and to change our  corporate  name in
certain instances without stockholder approval.

     There  being no further  business  to come  before the meeting and a motion
that the meeting be adjourned  having been duly made,  seconded and  unanimously
carried, the meeting was adjourned.  For additional information,  please see the
Company's  Report's on Form 8-K,  8-K/A-1 and 8-K/A-2 which have been previously
filed with the Securities and Exchange  Commission on or about December 8, 2004,
December 9, 2004 and January 4, 2005,  respectively  and which include a copy of
the Proxy Statement that was mailed to our  stockholders on or about December 8,
2004, copies of which are incorporated  herein by this reference.  See Part III,
Item 13.

                                     PART II


Item 5.  Market for Common Equity and Related Stockholder Matters and
Small Business Issuer Purchases of Euity Securities.
----------------------------------------------------

Equity Compensation Plans.
--------------------------

     On or about April 1, 2004,  certain  Consulting  Agreement's  were executed
between the Company and Jenson Services,  Inc., a Utah  corporation  ("Jenson");
and Duane S. Jenson, Travis T. Jenson and Thomas J. Howells, Jenson's principals
and/or  employees or  consultants,  and Leonard W.  Burningham,  Esq., its legal
counsel and Claus Voellmecke,  President and Director of the Company and Michael
S. Smith,  Secretary,  Treasurer and Director of the Company,  (collectively the
"Consultants"), who have been and will be rendering services to the Company. The
Company  agreed to issue the  Consultants  an  aggregrate  of 300,000  shares of
"unregistered" and "restricted" common voting stock, pursuant to Rule 701 of the
Securities  and  Exchange  Commission.  These  shares have been  authorized  for
issuance  by the  Company,  but as of the  date of this  Report,  have yet to be
issued.

     The  Consultants  have been  engaged  by the  Company  to render  services,
respecting, among other services, management of the current business operations
of the  Company and advice  regarding  the  structure  and  acquisition  by the
Company of certain property and assets. The Consulting  Agreement's shall remain
in full force and effect for the earlier of 365 days from the date of execution.

Market Information.
-------------------

     Although the Company's  common stock is quoted on the OTC Bulletin Board of
the National  Association of Securities  Dealers,  Inc. (the "NASD"),  under the
trading  symbol  ("TCXC"),  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 affect 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  effect on any market that may  develop.
See the caption "Sales of Unregistered Securities".

     The offer and bid price for the shares of common  stock of the  Company for
the period ended December 31, 2004, are as follows:


Fiscal Year ending:                    Offer                Bid
------------------                      ----                ---
December 31, 2004                      $0.51               $0.30

     These prices were obtained from the National Quotation Bureau, Inc. ("NQB")
and do not necessarily reflect actual transactions,  retail markups,  mark downs
or commissions.


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.

Sales of "Restricted Securities"; Use of Proceeds of Registered Securities.
---------------------------------------------------------------------------

     Sales of "Restricted Securities.
     --------------------------------

     On or about February 25, 2004,  pursuant to unanimous consent of the Board
of Directors of the Company,  in accordance with the Nevada Revised Statutes and
the By-Laws of the corporation, the company took the following actions:

     WHEREAS,  the Company  deemed it to be in its best interest to issue Jenson
Services,  Inc.  ("Jenson  Services" or "Jenson"),  Leonard W. Burningham,  Esq.
("Burningham") and Berliner Holdings Ltd.  ("Berliner") shares of "unregistered"
and  "restricted"  capital stock of the Company as payment for monies  currently
owed to Jenson,  Burningham  and  Berliner  by the  Company; and

     RESOLVED, that the Company value the shares to be issued at $.25 per share,
USD, based upon the current bid price of the Company's  common stock,  as quoted
on the Over the Counter Bulletin Board (OTC-BB); and

     RESOLVED,  that in order to  compensate  Jenson  Services  for  $67,272  of
expenses  incurred by the Company and settled by Jenson,  the Company  issue two
hundred sixty nine thousand eighty eight (269,088) shares of "unregistered"  and
"restricted" common stock, $0.001 par value, of the Company in full satisfaction
of payment of said amount; and

     RESOLVED,  that in  order  to  compensate  Burningham  for  legal  services
provided to the Company of $9,784.08,  the Company  issue to  Burningham  thirty
nine  thousand one hundred  thirty six  (39,136)  shares of  "unregistered"  and
"restricted" common stock, $0,001 par value, of the Company in full satisfaction
of payment of said amount; and

     RESOLVED,  that in order to  compensate  Berliner  Holdings Ltd. for a Note
Payable of $455,898,  the Company  issue to Berliner one million  eight  hundred
twenty  three   thousand  five  hundred   ninety  two   (1,823,592)   shares  of
"unregistered" and "restricted" common stock, $0.01 par value, of the Company in
full satisfaction of payment of said amount; and

     FURTHER  RESOLVED,  that the  shares  issued  to  Jenson,  Burningham,  and
Berliner shall be validly issued, fully paid and non-assessable.

     For  additional  information  regarding  the  sale  of  "unregistered"  and
"restricted" securities, please see Part II, Item 5 "Equity Compensation Plans".

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

     Use of Proceeds from Sales of Registered Securities.
     ----------------------------------------------------

     None; Not Applicable.

Purchasers of Equity  Securities  by the Small  Business  Issuer and  Affiliated
Purchasers.
-----------

     Please see Part II, Item 5 "Sale of Unregistered and Restricted Securities
over the Past Three Years" and Part II, Item 5, "Equity Compensation Plans".

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

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

     The Company has not engaged in any material  operations or had any revenues
from  operations  since the sale of its wholly owned  subsidiary,  Film Opticals
Investments  Limited.  The Company's plan of operation for the next 12 months is
to continue to seek the acquisition of assets, properties or businesses that may
benefit the Company and its stockholders. Management anticipates that to achieve
any such  acquisition,  the Company will issue shares of its common stock as the
sole consideration for such acquisition.

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potential  business
venture.  As of  December  31,  2004,  it had no cash or  cash  equivalents.  If
additional funds are required during this period,  such funds may be advanced by
management or stockholders as loans to the Company.  Because the Company has not
identified  any such venture as of the date of this Report,  it is impossible to
predict  the amount of any such loan.  However,  any such loan should not exceed
$25,000  and will be on terms no less  favorable  to the  Company  than would be
available  from a commercial  lender in an arm's length  transaction.  As of the
date of this  Report,  the Company is not engaged in any  negotiations  with any
person regarding any such venture.

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

     During the  calendar  year ended  December  31,  2004 the Company had a net
income from operations of $343,129, which was a result of the sale of our wholly
owned subsidiary,  Film Opticals  Investments  Limited. The Company has received
revenues  in the  calendar  years  ended  December  31,  2004 and 2003 of -0-and
182,127,  respectively.  See the Index to Financial  Statements,  Item 7 of this
Report.

     The decrease in revenue  from  182,127 to -0- for the years ended  December
31, 2003 and 2004,  respectively  and increase in Net Income of $343,129  from a
Net  Loss of  (271,966)  for  the  years  ended  December  31,  2004  and  2003,
respectively  was  the  result  of  the  sale  of  the  Company's  wholly  owned
subsidiary, Film Opticals Investments Limited.

     During  2003 the Company  discovered  that a loan  commitment  had not been
properly  accrued in prior  years.  As a result,  the  Company  has  recorded an
adjustment to the 2002  statement of operations in the amount of $33,740 for the
accrual of additional  management/consulting  fees,  payable to a related party,
which shares common ownership and management with the Company.  For prior years,
the Company has  adjusted the  accumulated  deficit in the amount of $287,695 to
cover the period from 1995 through 2001.  These accruals are pursuant to an open
ended  consulting  agreement  which requires the Company to pay a related party
$84,000 per annum.  As of February 25, 2004,  the Company issued common stock in
settlement of this debt through 2003, in the amount of $455,898.

Liquidity.
----------

     As  shown  in  the  financial  statements,   the  Company  has  accumulated
profit/(losses)  for  the  years  ended  December  31,  2004  and  2003,  in the
respective  amount of $343,129 and  $(9,011),  has  accumulated  losses over the
years of  $613,806  and has  disposed  of its only  operating  subsidiary,  Film
Opticals Investments Limited. These factors indicate that the Company may not be
able to continue as a going concern.

     The Company's  ability to acquire  additional  business  operations  and/or
additional  financing may impact the Company's  ability to continue as presently
organized.   Resolutions  of  these  issues  is  dependent  on  the  success  of
management's  plans to acquire  business  operations  or raise funds through the
sale of its equity  securities in private  placement or a public  offering.
operations.

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

          Financial Statements for the years ended
          December 31, 2004 and 2003

          Report of Independent Registered Public Accounting Firm

          Consolidated Balance Sheet - December 31, 2004

          Consolidated Statements of Operations for the years Ended
          December 31, 2004 and 2003

          Consolidated Statements of Stockholders' Deficit for the
          years Ended December 31, 2004 and 2003

          Consolidated Statements of Cash Flows for the Years Ended
          December 31, 2004 and 2003

          Notes to the Consolidated Financial Statements
<PAGE>




                               TC X CALIBUR, INC.
              Including the accounts of its wholly-owned subsidiary
                              Financial Statements
                                       and
             Report of Independent Registered Public Accounting Firm
                                December 31, 2004

<PAGE>
<TABLE>
<CAPTION>


                               TC X CALIBUR, INC.
              Including the accounts of its wholly-owned subsidiary

                                TABLE OF CONTENTS

<S>                                                                             <C>

                                                                                Page

Report of Independent Registered Public Accounting Firm                          1

Consolidated Balance Sheet -- December 31, 2004                                  2

Consolidated Statements of Operations for the Years Ended December 31,
2004 and 2003                                                                    3

Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 2004 and 2003                                                       4

Consolidated Statements of Cash Flows for the Years Ended December 31,
2004 and  2003                                                                   5

Notes to Consolidated Financial Statements                                     6 -- 10


</TABLE>
<PAGE>






             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Shareholders
TC X Calibur, Inc


     We  have  audited  the  accompanying  consolidated  balance  sheet  of TC X
Calibur,  Inc, (a Nevada  Corporation)  and its  wholly-owned  subsidiary,  Film
Optical Investment  Limited,  (a Canadian  corporation) as of December 31, 2004,
and the related consolidated  statements of operations,  stockholders'  deficit,
and cash flows for the years ended December 31, 2004 and 2003.  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 auditing  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are  free  of  material  misstatement.  The  company  has
determined  that it is not required to have, nor were we engaged to perform,  an
audit of its internal  controls over  financial  reporting.  Our audit  included
consideration  of  internal  control  over  financial  reporting  as a basis for
designing audit  procedures that are appropriate in the  circumstances,  but not
for the purpose of expressing an opinion on the  effectiveness  of the Company's
internal  control  over  financial  reporting.  Accordingly,  we express no such
opinion. An audit includes examining,  on a test basis,  evidence supporting the
amounts and disclosures in the financial  statements,  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 consolidated  financial position of TC X Calibur,
Inc. as of December 31, 2004,  and the results of operations  and cash flows for
the years  ended  December  31, 2004 and 2003,  in  conformity  with  accounting
principles generally accepted in the United States of America.

     The accompanying  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  which raise  substantial
doubt about its ability to continue as a going  concern.  Management'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.



Mantyla McReynolds
Salt Lake City, Utah
March 15, 2005


                                        1
<PAGE>
<TABLE>
<CAPTION>


                                       TC X CALIBUR, INC.
                                   Consolidated Balance Sheet
                                        December 31, 2004

<S>                                                                             <C>
                                             ASSETS

Current Assets:
     Prepaid Expenses                                                            $           18,750
                                                                                 ------------------
          Total Current Assets                                                               18,750

               Total Assets                                                      $           18,750
                                                                                 ==================
                              LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Current Liabilities:
     Accounts payable                                                            $              427
     Payable to related parties - Note 4                                                     17,208
                                                                                 ------------------
           Total Current Liabilities                                                         17,635
                                                                                 ------------------
              Total Liabilities                                                              17,635

Stockholders' Equity:
  Preferred stock-- 5,000,000 shares authorized, $0.001 par
    value; -0- shares issued and outstanding                                                      0
  Common stock -- 50,000,000 shares authorized, $.001 par
    value; 2,213,623 shares issued and outstanding                                            2,214
  Additional Paid-In Capital                                                                612,786
  Accumulated Deficit                                                                      (613,885)
                                                                                 ------------------
               Total Stockholders' Equity                                                     1,115
                                                                                 ------------------
               Total Liabilities and Stockholders' Equity                        $           18,750
                                                                                 ==================
                 See accompanying notes to financial statements.


                                        2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                               TC X CALIBUR, INC.
                      Consolidated Statements of Operations
                 For the Years Ended December 31, 2004 and 2003
<S>                                                                <C>                  <C>



                                                                          2004                2003
                                                                    ---------------     ---------------
Revenues                                                            $             0      $            0
General and Administrative Expenses                                          73,886              14,274
                                                                    ---------------     ---------------
Net Income (loss) from operations before taxes                              (73,886)            (14,274)

Provision for Income Taxes - Note 1 & 3                                           0                   0
                                                                    ---------------     ---------------
Net Loss from continuing operations                                         (73,886)            (14,274)
                                                                    ---------------     ---------------
Discontinued Operations - Note 6
   Gain on Disposal of Subsidiary                                           311,249
   Loss from Discontinued Operations                                        (14,708)           (214,367)
                                                                    ---------------     ---------------
Net Loss from discontinued operations                                       296,541            (214,367)
                                                                    ---------------     ---------------
Net Income (Loss)                                                           222,655            (228,641)

Other Comprehensive Income
   Unrealized gain (loss) on foreign
   Currency translation (net of Tax)                                         46,588             (57,599)

Total Comprehensive Income (Loss)                                   $       269,243      $     (286,240)
                                                                    ===============     ===============

Income (Loss) Per Share from continuing operations                  $         (0.03)     $        (0.05)
Income (Loss) Per Share from discontinued operations                $          0.13      $        (0.75)
                                                                    ===============     ===============

Weighted Average Shares Outstanding                                       2,308,468             286,240
                                                                    ===============     ===============


                 See accompanying notes to financial statements.

                                        3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                               TC X CALIBUR, INC.
                 Consolidated Statements of Stockholders' Equity
                 For the Years Ended December 31, 2004 and 2003
<S>                           <C>          <C>         <C>           <C>             <C>            <C>

                                                                                      Accumulated
                                                        Additional                     Foreign           Net
                               Number of     Common       Paid-in      Accumulated      Currency     Stockholders'
                                 Shares       Stock       Capital        Deficit       adjustment       Deficit
                              ------------ ----------- ------------- --------------- -------------- ----------------
Balance, December 31, 2002         281,807         282         6,764        (607,899)        11,011         (589,842)

Net loss for the year ended
December 31, 2003                                                           (228,641)       (57,599)        (286,240)
                              ------------ ----------- ------------- --------------- -------------- ----------------
Balance, December 31, 2003         281,807 $       282 $       6,764 $      (836,540)$       46,588 $       (876,082)
                              ------------ ----------- ------------- --------------- -------------- ----------------
On February 25, 2004
2,131,816 shares of stock were
issued at $.25 per share for
settlement of Company debt.      2,131,816       2,132       530,822                                         532,954

On April1, 2004 300,000 shares
of stock were issued at $.25
per share for consulting services. 300,000         300        74,700                                          75,000

On December 28, 2004 500,000
shares of stock were cancelled
for transfer of ownership of
substantially all the assets of
the Companies subsidiary Note 6.  (500,000)       (500)          500                         46,588           46,588


Net income for the year ended
December 31, 2004                                                            222,655                         222,655
                              ------------ ----------- ------------- --------------- -------------- ----------------
Balance, December 31, 2004       2,213,623 $     2,214 $     612,789 $      (613,885)$            0  $         1,115
                              ============ =========== ============= =============== ============== ================



                 See accompanying notes to financial statements.

                                       4


</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                               TC X CALIBUR, INC.
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 2004 and 2003
<S>                                                                 <C>                 <C>


Cash Flows From Operating Activities                                           2004               2003
------------------------------------                                     --------------     --------------
Net income (loss)                                                    $         (222,655) $       (228,641)
Adjustments to reconcile net income to net cash provided by
operating activities:

Gain on the Disposal of Subsidiary                                             (296,540)          214,367
Issued Stock for Services                                                        56,250

   Increase (decrease) in:
       Accounts payable                                                            427
       Payables to related parties                                              17,208           (14,274)
                                                                         --------------     --------------
Net Cash From Operating Activities for Continuing Operations                         0                 0
Net Cash From Operating Activities for Discontinued Operations                       0             5,483

Cash Flows From Investing Activities                                                 0                 0

Net Cash From Financing Activities for Continuing Operations                         0                 0
Net Cash From Financing Activities for Discontinued Operations                       0            19,455
                                                                         --------------     --------------
    Effect Of Exchange Rate on cash and cash Equivalents                             0           (57,599)

Net Decrease in Cash                                                                 0           (32,661)

Beginning Cash Balance                                                               0            32,661
                                                                         --------------     --------------
Ending Cash Balance                                                  $               0  $              0
                                                                         ==============     ==============
Supplemental Disclosures Information
   Cash paid during year for interest                                $           10,823 $          13,629
   Cash paid during year for income taxes                            $                0 $               0
   Issued Stock for Debt                                             $          532,954 $               0
   Issued Stock for Service Contracts                                $           18,750 $               0
                                                                         ==============     ==============


                 See accompanying notes to financial statements.


                                        5
</TABLE>
<PAGE>


                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2004


       NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     (a) Organization

     TC X Calibur,  Inc. ("the Company") was  incorporated in Nevada in October,
1988, under the name 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 capital. 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  Optical  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  curtailed the Company's  ability to develop and market
this business.  Because of these  constraints the board of directors  elected on
December 8, 2004 to sell Film  Opticals  (see Note 6). The company is  currently
considering new business opportunities for its planned principle operations.


     The  financial  statements  of the Company have been prepared in accordance
with U. S. 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  applies 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, 2004 is $0 due to a
valuation allowance established (see Note 3).

     (c) Net Income (Loss) Per Common Share

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

                                       6
<PAGE>
                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2004


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

     (d) Statement of Cash Flows

     For purposes of the  statements of cash flows,  the Company  considers cash
and cash equivalents as deposits in commercial banks. The Company had $0 cash at
December 31, 2004.

     (e) Use of Estimates in Preparation of Financial Statements

     The preparation of financial  statements in conformity with U. S. generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts 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  and declining  balance  methods over the useful lives of the
related assets.  Expenditures for maintenance and repairs are charged to expense
as  incurred.  Depreciation  expense was $11,647 and $13,665 for the years ended
December 31, 2004 and 2003, respectively.

     (g) Revenue Recognition

     The Company  recognizes  revenues in  accordance  with the  Securities  and
Exchange  Commission,  Staff  Accounting  Bulletin  (SAB)  number 104,  "Revenue
Recognition."  SAB  104  clarifies  application  of  U.  S.  generally  accepted
accounting principles to revenue transactions. Revenue is recognized as products
or projects are  delivered or services are provided to  customers.  Uncollected,
earned revenue is recorded in accounts  receivable.  Billed amounts deemed to be
uncollectible  are charged to bad debt expense.  Revenue collected in advance is
recorded as a liability until the earnings process is complete.

     (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. All numbers in these financial statements have
been converted to U.S. dollars, unless specifically stated otherwise.

     (i) Impairment of Long-Lived Assets

     The Company reviews long-lived  assets, at least annually,  to determine if
impairment  has  occurred  and whether the  economic  benefit of the asset (fair
value for assets to be used and fair value less disposal  costs for assets to be
disposed of) is expected to be less than the carrying value.  Triggering events,
which signal further analysis, consist of a significant decrease in the

                                       7
<PAGE>
                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2004


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

     (i) Impairment of Long-Lived Assets (continued)

     asset's  market  value,  a  substantial  change in the use of an  asset,  a
significant  physical change in the asset, a significant  change in the legal or
business  climate  that  could  affect  the  asset,  an  accumulation  of  costs
significantly  in  excess  of the  amount  originally  expected  to  acquire  or
construct  the  asset,  or a  history  of losses  that  imply  continued  losses
associated  with assets used to generate  revenue.  The Company did not make any
such adjustments for the years ended December 31, 2004 and 2003.


                         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  course  of  business.  As  shown  in the  financial
statements,  the Company has  accumulated  losses  over the years  amounting  to
$613,806,  and has disposed of its  operating  subsidiary.  These  factors raise
substantial doubt about the Company's ability to continue as a going concern.

     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 or
the Company may also seek a merger  with a well  capitalized  partner to develop
its  operations.  The  consolidated  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

                              NOTE 3 INCOME TAXES

     No provision has been made for income taxes in the  consolidated  financial
statements  because the Company has incurred net operating  losses to be carried
forward. The tax effects of temporary  differences that give rise to significant
portions of the deferred tax asset at December 31, 2004 are summarized below.

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

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

Loss carry forward (expires through 2024)                  $611,820    $208,019     34%
   Valuation allowance                                                ($208,019)
                                                                     --------------
      Deferred tax asset                                                $0
                                                                     ==============
</TABLE>

     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.  The  valuation  allowance  has
increased $25,115, from $182,904, as of December 31, 2003.

                                       8
<PAGE>
                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2004

NOTE 3 INCOME TAXES (continued)

A reconciliation of the current tax provision is as follows:

        Expected provision (taxes on income before tax)                -34%
        Effects of:
                Increase/decrease in valuation allowance, and other     34%
                                                                       -----
        Total actual provision                                           0%

                       NOTE 4 RELATED PARTY TRANSACTIONS

     The Company has had  expenses  paid on its behalf by a  shareholder  in the
amount of $67,272.  This  liability was relieved  through the issuance of common
stock on February  25, 2004 (see Note 8).  Additional  expenses of $17,208 were
paid through 2004. The Company has recorded a liability for this amount which is
payable on demand,  non-interest bearing and is unsecured.  In 2004 $6,148.62 in
legal fees were paid to a  shareholder  for services and as of December 31, 2004
there was an  outstanding  balance due for services to that same  shareholder of
$62.05

                          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. The intent of Company was to obtain sufficient profits or financing,
so that it could  complete  the dubbing  and limited  editing and to release the
films into world-wide markets.  The Company has elected to dispose of this asset
and has conveyed all rights to this asset to one of the shareholders  (Berliner)
for  cancellation of their shares in the Company.  This transaction was approved
and completed on December 28, 2004.

                         NOTE 6 DISPOSAL OF COMPANY ASSETS

     On December 28, 2004 the Company  entered into an Asset Purchase  Agreement
with Berliner Holdings Limited.  The sale was completed and all of the Company's
rights and title in the Company's equipment and the "Film Library" were conveyed
to Berliner Holdings Company  (Berliner).  In return Berliner  cancelled 500,000
shares of common  stock that it held in the  Company  and  assumed,  paid and/or
compromised all of the Company's  outstanding  claims or liabilities  related to
Film Optical, a wholly-owned  subsidiary of the Company. The Company has elected
to discontinue  operation of this business  segment.  Revenues included in "Loss
from  Discontinued  Operations"  for 2004 and 2003  are  $189,091  and  $182,127
respectively.   Pretax   income/(loss)   included  in  "Loss  from  Discontinued
Operations" for 2004 and 2003 are ($14,708) and ($214,367), respectively.

                              NOTE 7 OFFICE LEASE

     Total rent expense for 2004 was $29,401 and for 2003,  $45,046. In addition
to the operating  facility,  the Company  rents,  on a  month-to-month  basis, a
storage  facility for its movie library,  the cost of which is $3,983  annually.
These leases have been transferred with the disposal of Film Opticals.

                              NOTE 8 COMMON STOCK

     On February 25, 2004, the Company authorized the issuance of "unregistered"
and  "restricted"  shares of common stock in  settlement  of Company  debt.  The
shares were valued at $0.25 per share in the following manner:
<TABLE>
<S>                   <C>             <C>                          <C>

       Shares             Value                Recipient                      Description
--------------------- --------------- ---------------------------- -----------------------------------

             269,088         $67,272  Shareholder                  Advance Reimbursement

              39,136           9,784  Creditor                     Professional fees payable

           1,823,592         455,898  Shareholder/Consultant       Consulting fees payable
--------------------- ---------------

           2,131,816        $532,954  Total
--------------------- ---------------
</TABLE>

     On  April  1,  2004,  the  Company   authorized  the  issuance  of  300,000
"unregistered"  and  "restricted"  shares of common  stock as  compensation  for
consulting services to be provided to the Company by six individuals. The shares
were  valued at $ .25 per share, which  approximates  fair  market  value.  The
services were to be performed  over a one year period.  As of December 31, 2004,
the Company recorded prepaid consulting related to the contracts of $18,750.

                              NOTE 9 NOTE PAYABLE

     The Company had a note based on a judgment payable to an investment company
with interest at Canadian prime plus 2%,  currently 6.5% (prime is 4.5%), due in
monthly  installments of CA$1,500 including interest,  through December 2004, at
which time the entire unpaid  principal was due and payable.  This note has been
assumed by Berliner.

                                       10
<PAGE>

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

     None; Not applicable.

                                    PART II


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>

Claus Voellmecke      President
                      Director         10/01          *

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


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

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

     Claus Voellmecke,  age 64, President and Director.  Mr. Voellmecke has been
involved in numerous types of businesses in executive  positions in the areas of
marketing, finance, manufacturing,  planning, sales including vast experience in
international   business.  Mr.  Voellmecke  was  a  principal  in  Morgan  Gundy
International  Limited,  an investment banking firm,  Unicom,  Inc., and ongoing
president of Berliner Holdings Limited.

     Michael Smith,  age 70,  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
prestigious 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.

Committees
----------

     There are no established committees.  The Company does not currently have a
financial expert serving on an audit committee as one does not currently exist.

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.

Code of Ethics.
---------------

     The  Company  is in the  process  of  adopting  a Code  of  Ethics  for our
executive  officers.  We expect to adopt such a Code of Ethics at our next Board
of Directors meeting.

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 11. 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>

Claus          12/31/04    0        0     0   130,000    0      0     0
Voellmecke,    12/31/03    0        0     0      0       0      0     0
President,     12/31/02    0        0     0      0       0      0     0
Director

Michael        12/31/04  $60,000*   0     0    20,000    0      0     0
Smith          12/31/03  $60,000*   0     0      0       0      0     0
Secretary/     12/31/02  $60,000*   0     0      0       0      0     0
Treasurer,     12/31/01  $60,000*   0     0      0       0      0     0
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 of
Canada Limited,  for services  performed by the above  mentioned  individuals to
Film Opticals of Canada Limited.

     For additional  information see Consulting  Contracts  outlined in Part II,
Item 5 of this Report.

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

     Other than the aforementioned,  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.

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

     Michael S. Smith signed a five year employment contract with the Company in
8-93.  This contracts was renewed in 8-98 with five a year  extension.  See Item
10, Part II, Executive  Compensation,  for information regarding compensation of
the Company's Officers and Directors.

     Other than the aforementioned and the Consulting Contracts outlined in Part
II,  Item  5,  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 10. 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 2,231,623 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.*       1,428,592                  64.0
365 Evans Avenue, Suite 302
Toronto, Ontario, Canada M8Z 1K2

Claus Voellmecke                120,000                   5.3
365 Evans Avenue, Suite 302
Toronto, Ontario, Canada M8Z 1K2


Duane S. Jenson                18,427                    0.08
8842 Highfield Rd.
Park City, UT  84098


Jenson Services,Inc.**         269,088                   12.0
4685 South Highland Dr., #202
Salt Lake City, UT  84117

                              ---------                   ----
                             1,836,107                   82.3%

     *Mr. Claus Voellmecke may be deemed beneficial owner of these shares due to
his  relationship  with Berliner  Holdings  Limited.  Mr.  Voellmecke is owner of
Berliner Holdings Limited.

     **Mr. Duane S. Jenson may be deemed beneficial owner of these shares due to
his  relationship  with Jenson  Services,  Inc.  Mr.  Jenson is CEO and owner of
Jenson Services, Inc.

</TABLE>

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,  with the  computations
being based upon 2,231,623 shares of common stock being outstanding.

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

Claus Voellmecke                120,000                    5.3
365 Evans Avenue, Suite 302
Toronto, Ontario, Canada M8Z 1K2

Berliner Holdings LTD.*       1,308,592                   58.6
365 Evans Avenue, Suite 302
Toronto, Ontario, Canada M8Z 1K2


Michael S. Smith                 20,000                   0.01
365 Evans Avenue, Suite 302
Toronto, Ontario, Canada M8Z 1K2


Kingsbury Holdings Ltd.**        20,000                   0.01
Lot 18 Bay St. Kingstown
St. Vincent, The Grenadines
West Indies


                              -------                    ------
All directors and
executive officers            1,468,592                  65.8%
as a group (2 persons)
</TABLE>

     *Mr. Claus Voellmecke may be deemed beneficial owner of these shares due to
his relationship  with Berliner  Holdings  Limited.  Mr.  Voellmecke is owner of
Berliner 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.
-------------------

     Please see Part II, Item 5 "Sales of Unregistered and Restricted Securities
During the Past Three Years".

Item 12. Certain Relationships and related transactions.
--------------------------------------------------------

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

     Please see Part II, Item 5 "Sales of Unregistered and Restricted Securities
During the Past Three Years".

     Please see Part II, Item 5 "Equity Compensation Plans".

     On or about December 28, 2004, pursuant to resolutions adopted by the Board
of  Directors  and  approved by a majority of the  Company's  shareholders  at a
Special Meeting of the Company's Shareholders, the Company entered into an Asset
Purchase  Agreement  pursuant to which the Company sold substantially all of its
assets  by  the  conveyance  of  our  wholly-owned  subsidiary,   Film  Opticals
Investments  Limited,  a  corporation  organized  under the Province of Ontario,
Canada  ("Film  Opticals"),  and our  film  library  ("Film  Library"),  to Film
Opticals of Canada 2004 Limited, a newly formed corporation  organized under the
Province of Ontario, Canada, and a wholly-owned subsidiary of Berliner Holdings,
Inc.("Berliner").  As consideration  of the purchase,  Berliner agreed to cancel
500,000  shares of our common stock that it owned and agreed,  together with New
Film Opticals,  assume,  pay and/or compromise all of our outstanding  claims or
liabilities related to Film Opticals and our Film Library and indemnify and hold
us harmless  from them.  For  additional  information,  please see the Company's
Report's on Form 8-K,  8-K/A-1 and 8-K/A-2 which have been previously filed with
the Securities and Exchange Commission on or about December 8, 2004, December 9,
2004 and  January 4, 2005,  respectively  and which  include a copy of the Proxy
Statement  that was mailed to our  stockholders  on or about  December  8, 2004,
copies of which are  incorporated  herein by this reference.  See Part III, Item
13.

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

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

     Form 8-K  Current  Report  as filed on or about  December  8,  2004,  which
included  a copy of the  Company's  Proxy  Statement  which  was  mailed  to the
Company's shareholder on or about December 8, 2004, as described in Item I, Part
I,  Part II, Item 5 and Part II, Item 12.*

     Form  8-K/A1  Current  Report as filed on or about  December  9, 2004 which
included  a copy of the  Company's  Proxy  Statement  which  was  mailed  to the
Company's  shareholder  on or about  December 8, 2004.,  as described in Item I,
Part I, Part II, Item 5 and part III, Item 12.*

     Form  8-K/A2  Current  Report as filed on or about  January  4,  2005,  for
information  concerning the Special Meeting of the Company's  Shareholder  which
was held on or about  December 28, 2004, as described in Part I, Item I, Part I,
Item 4, Part II, Item 5 and Part III, Item 12.*

Exhibits.
---------

     EX  31.1  Certification  of  Claus  Voellmecke,  the  Company's  President,
pursuant to section 302 of the Sarbanes-Oxley Act of 2002

     EX 31.2 Certification of Michael Smith, the Company's  Secretary,  pursuant
to section 302 of the Sarbanes-Oxley Act of 2002

     EX 32  Certification  of Claus  Voellmecke  and Michael  Smith  pursuant to
section 906 of the Sarbanes-Oxley Act of 2002


Item 14.  Principal Accounting Fees and Services.
-------------------------------------------------

     The  Following  is a  summary  of the fees  billed  to the  Company  by its
principal accountants during the fiscal years ended December 31, 2004 and 2003:
<TABLE>
<S>                                          <C>             <C>

        Fee category                            2004            2003
        ------------                            ----            ----

        Audit fees                          $ 15,038.45      $  9,809

        Audited-related fees                $  7,615         $  3,185

        Tax fees                            $    275         $    175

        All other fees                      $      0         $      0
                                                -----           -----
        Total fees                          $ 22,927.45     $  13,169
</TABLE>

     Audit Fees.  Consists  of fees for  professional  services  rendered by our
principal accountants for the audit of the Company's annual financial statements
and review of the financial statements included in the Company's Forms 10-QSB or
services that are normally  provided by our principal  accountants in connection
with statutory and regulatory filings or engagements.

     Audit-related  fees. Consists of fees for assurance and related services by
our principal  accountants that are reasonably related to the performance of the
audit or review of the Company's financial statements and are not reported under
"Audit fees."

     Tax  fees.  Consists  of fees for  professional  services  rendered  by our
principal accountants for tax compliance, tax advice and tax planning.

     All other fees.  Consists of fees for products and services provided by our
principal  accountants,  other than the services  reported  under "Audit  fees,"
"Audit-related  fees," and "Tax fees" above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors.
---------------------------------

     The  Company  has not adopted an Audit  Committee,  therefore,  there is no
Audit  Committee  policy in this regard.  However,  the Company does not require
approval in advance of the performance of  professional  services to be provided
to the Company by its principal accountant.  Additionally, all services rendered
by our  principal  accountant  are  performed  pursuant to a written  engagement
letter between us and the principal accountant.

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 as filed on or about May 17, 1991, for  information
relating to the Company's acquisition of Sentinel  Diagnostics,  as described in
Item I, Part I, above.*

     Form  8-K  Current  Report  as  filed  on or about  August  19,  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,  as filed on or about  December  31,  1993,  for
information concerning the acquisition of Film Opticals Investments Limited, and
subsidiaries, as described in Item I, Part I, above.*

     Form 8-K as filed on May 9, 2000, for information relating to the Company's
court  protection,  change in the  Company's  auditors,  and other  matters,  as
described in Item I, Part I and Item 8, Part II, above.*

     Certificate  of Amendment to the Articles of  Incorporation,  as filed with
the Securities and Exchange  Commission on or about March 29, 2001, as described
in Item I, Part I above.*

Form 8-K  Current  Report  as filed on or about  December  8,  2004,  which
included  a copy of the  Company's  Proxy  Statement  which  was  mailed  to the
Company's shareholder on or about December 8, 2004, as described in Item I, Part
I,  Part II, Item 5 and Part II, Item 12.*

     Form  8-K/A1  Current  Report as filed on or about  December  9, 2004 which
included  a copy of the  Company's  Proxy  Statement  which  was  mailed  to the
Company's  shareholder  on or about  December 8, 2004.,  as described in Item I,
Part I, Part II, Item 5 and part III, Item 12.*

     Form  8-K/A2  Current  Report as filed on or about  January  4,  2005,  for
information  concerning the Special Meeting of the Company's  Shareholder  which
was held on or about  December 28, 2004, as described in Part I, Item I, Part I,
Item 4, Part II, Item 5 and Part III, Item 12.*

     *Summaries  of all exhibits  contained in this Report are modified 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:  3/30/05                         By/S/ Claus Voellmecke
                                       Claus Voellmecke
                                       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: 3/30/05                           By/S/ Claus Voellmecke
                                        Claus Voellmecke
                                        President and Director



Date: 3/30/05                           By/S/ Michael Smith
                                        Michael Smith
                                        Secretary/Treasurer and Director