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, 2001
                               -----------------

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

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

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

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

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

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

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

                              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:   Common

     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, 2001 - $483,803.

     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 25,  2002 -  $25,090.83  There are  approximately  132,057  shares of
common voting stock of the Company held by non-affiliates.  The aggregate market
value was determined by multiplying the number of shares of common stock held by
non-affiliates  by the average bid price of such stock, as of March 25, 2002, as
quoted 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   X
                                                 ---      ---
                     (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 25, 2002
                                     281,807

                       DOCUMENTS INCORPORATED BY REFERENCE

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

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

                                     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 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 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 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 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 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
---------

     The operations of Film Opticals of Canada  Limited,  the  Registrants  sole
operating  subsidiary,  consist of providing a full range of special  effects to
producers.  Services  offered  include digital  effects,  such as blue and green
screen  compositing,  wire  removal,  scratch  and dust  removal,  and  computer
animation.

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

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

   Film Opticals provides the following products and services:

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

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

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

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

     None; not applicable.

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

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

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

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

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

     None; not applicable.

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

     None; not applicable.

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

     None; Not applicable.

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

     None; Not applicable;

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

     None; not applicable.

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

     None; Not applicable.

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

     The Company currently has 5 full time employees,  including management. The
Company's employees and job descriptions are listed below:
<TABLE>
<CAPTION>
      Number of Employees               Job Title
     --------------------               ---------
              <S>                  <C>

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

</TABLE>


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

     The major classes of assets as of December 31, 2001, are as follows:

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

   Computer/Office Equip.    $152,694     $120,568                SL/5
   Film Process Equip         301,874      301,834                SL/5
                             ---------------------
                Total        $454,568     $422,402
                             =====================
</TABLE>

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

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

                2002            29,401
                2003            29,401
                2004            29,401
                                ------
               Total            88,203

</TABLE>


     Total rent expense for 2001 was $42,004 and for 2000,  $43,649. 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.

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

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

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

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

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

     Effective  March 21, 2001,  pursuant to  Unanimous  Consent of the Board of
Directors and Majority  Stockholders,  the 5,480,001  outstanding  shares of the
Company  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 Item 13.


                                     PART II


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

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

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

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

<TABLE>
<CAPTION>

                                STOCK QUOTATIONS

                                                       CLOSING BID
<S>                                                   <C>      <C>
             2000                                      High     Low
        --------------                                 ----     ---

January 2 thru March 21                               .0625    0.03125

March 22 thru March 30
(After a 1 for 20 reverse split)                      1.01      .26

April 2 thru June 29                                  1.01      .26

July 2 thru September 28                              1.01      .26

October 1 thru December 31                            0.75      .21

</TABLE>

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 "Unregistered" and "Restricted" Securities Over The Past Three Years
-----------------------------------------------------------------------------

     None; not applicable.*

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

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

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

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

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

     During the calendar year ended December 31, 2001 the Company had a net loss
from operations of $83,428.  The Company has received  revenues in the calendar
years ended December 31, 2001 and 2000 of 483,803 and 477,767, respectively. See
the Index to Financial Statements, Item 7 of this Report.

Liquidity
---------

     As shown in the financial statements, the Comany has accumulated losses for
the years ended December 31, 2001 and 2000, in the  respective  amount of 83,428
and $133,979, and has a negative net working capital balance of $190,772.  These
factors  indicate  that  the  Company  may not be aple  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.   Resolutions  of  these  issues  is  dependent  on  the  success  of
management's  plans to raise funds through the sale of its equity  securities in
private placement or a public offering.  The Company may also seek a merger with
a better financed  partner to continue its operations and develop its library of
films.

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

          Financial Statements for the years ended
          December 31, 2001 and 2000

          Independent Auditors' Report

          Consolidated Balance Sheet - December 31, 2001

          Consolidated Statements of Operations for the years ended
          December 31, 2001 and 2000

          Consolidated Statements of Stockholders' Equity/(Defecit) for the
          years ended December 31, 2001 and 2000

          Consolidated Statements of Cash Flows for the years ended
          December 31, 2001 and 2000

          Notes to the Consolidated Financial Statements
<PAGE>




                               TC X CALIBUR, INC.
              Including the accounts of its wholly-owned subsidiary
                              Financial Statements
                                       and
                          Independent Auditors' Report
                                December 31, 2001





<PAGE>

<TABLE>
<CAPTION>

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

                                TABLE OF CONTENTS
<S>                                                                           <C>


                                                                              Page

Independent Auditors' Report                                                    1

Consolidated Balance Sheet -- December 31, 2001                                 2

Consolidated Statements of Operations for the Years Ended December 31,
2001 and 2000                                                                   3

Consolidated Statements of Stockholders' Equity/(Deficit) for the Years
Ended December 31, 2001 and 2000                                                4

Consolidated Statements of Cash Flows for the Years Ended December 31,
2001 and  2000                                                                  5

Notes to Consolidated Financial Statements                                    6-10



</TABLE>

<PAGE>




                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
TC X Calibur, Inc


     We have  audited  the  accompanying  consolidated  balance  sheets  of TC X
Calibur,  Inc, (a Nevada  Corporation)  and its  wholly-owned  subsidiary,  Film
Optical Investment  Limited,  (a Canadian  corporation) as of December 31, 2001,
and the related consolidated  statements of operations,  stockholders'  deficit,
and cash flows for the years ended December 31, 2001 and 2000.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the consolidated  financial position of TC X Calibur,
Inc as of December 31, 2001,  and the results of  operations  and cash flows for
the years  ended  December  31, 2001 and 2000,  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
February 22, 2002


                                               1
<PAGE>

<TABLE>
<CAPTION>

                               TC X CALIBUR, INC.
                           Consolidated Balance Sheet
                                December 31, 2001

                                     ASSETS
<S>                                                                           <C>
Current Assets:
     Cash                                                                      $            28,416
     Accounts receivable-net of allowance for doubtful
             accounts of $1,276                                                             28,109
          Total Current Assets                                                              56,525

Property and equipment - Note 6                                                            454,568
Less: Accumulated depreciation                                                            (422,402)
                                                                                 ------------------
          Net Property and equipment                                                        32,166

               Total Assets                                                    $            88,691
                                                                                 ==================
                              LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Current Liabilities:
     Accounts payable                                                          $           129,259
     Payable to related parties - Note 4                                                   112,147
     Accrued liabilities                                                                     1,243
     Current portion of long-term debt - Note 11                                             4,648
                                                                                 ------------------
           Total Current Liabilities                                                       247,297
   Long-term Liabilities
     Long-term debt, net of current portion - Note 11                                      108,342
                                                                                 ------------------
               Total Liabilities                                                           355,639

Stockholders' Equity:
  Common stock -- 50,000,000 shares authorized, $.001 par
  value; 281,807 shares issued and outstanding                                                 282
  Additional Paid-In Capital                                                                 6,764
  Accumulated Deficit                                                                     (286,888)
  Accumulated Foreign Currency Translation Adjustment                                       12,894
                                                                                 ------------------
               Total Stockholders' Equity                                                 (266,948)
                                                                                 ------------------
               Total Liabilities and Stockholders' Equity                      $            88,691
                                                                                 ==================

</TABLE>

                 See accompanying notes to financial statements.

                                        2
<PAGE>
<TABLE>
<CAPTION>


                               TC X CALIBUR, INC.
                      Consolidated Statements of Operations
                 For the Years Ended December 31, 2001 and 2000
<S>                                                              <C>                <C>



                                                                           2001                2000
                                                                    ---------------     ---------------
Revenues                                                          $        483,803    $        477,767
Cost of Sales                                                              357,728             433,080
                                                                    ---------------     ---------------
Gross Profit                                                               126,075              44,687

General and Administrative Expenses                                        200,028             180,201
                                                                    ---------------     ---------------
Net Loss from Operations                                                   (73,953)           (135,514)
Other income and expense
   Interest expense                                                         (9,475)             (3,912)
   Gain on sale of assets                                                        0               5,447
       Net Loss Before Income Taxes                                        (83,428)           (133,979)

Provision for Income Taxes - Notes 1&3                                           0                   0
                                                                    ---------------     ---------------

Net Loss                                                          $        (83,428)   $       (133,979)
                                                                    ===============     ===============
Other Comprehensive Income
   Unrealized gain(loss) on foreign
     Currency translation (net of tax)                                       8,770               4,349
                                                                    ---------------     ---------------
Total Comprehensive Income (Loss)                                 $        (74,658)   $       (129,630)
                                                                    ===============     ===============


Loss Per Share                                                    $          (0.26)   $          (0.46)
                                                                    ===============     ===============

Weighted Average Shares Outstanding                                        281,807             281,807
                                                                    ===============     ===============
</TABLE>


                 See accompanying notes to financial statements.

                                        3
<PAGE>
<TABLE>
<CAPTION>


                               TC X CALIBUR, INC.
            Consolidated Statements of Stockholders' Equity/(Deficit)
                 For the Years Ended December 31, 2001 and 2000
<S>                         <C>            <C>       <C>            <C>           <C>             <C>

                                                                                   Accumulated
                                                      Additional                     Foreign           Total
                             Number of      Common      Paid-in     Accumulated      Currency      Stockholders'
                               Shares        Stock      Capital       Deficit       adjustment        Equity
                            ------------  ----------  ----------- --------------- --------------  ---------------
Balance, December 31, 1999     5,480,000      $5,480       $1,566       ($69,481)          ($225)       ($62,660)

Net loss for the year ended
December 31, 2000                                                       (133,979)          4,349        (129,630)
                            ------------  ----------  ----------- --------------- --------------  ---------------
Balance, December 31, 2000     5,480,000       5,480        1,566       (203,460)          4,124        (192,290)

Reverse split, 1 for 20       (5,198,193)     (5,198)       5,198                                              0

Net loss for the year ended
December 31, 2001                                                        (83,428)          8,770         (74,658)
                            ------------  ----------  ----------- --------------- --------------  ---------------
Balance, December 31, 2001       281,807  $      282   $    6,764  $    (286,888)  $      12,894   $    (266,948)
                            ============  ==========  =========== =============== ==============  ===============



















</TABLE>



                           See accompanying notes to financial statements.



                                                  4
<PAGE>
<TABLE>
<CAPTION>


                               TC X CALIBUR, INC.
                      Consolidated Statements of Cash Flows
                 For the Years Ended December 31, 2001 and 2000
<S>                                                                 <C>                  <C>


Cash Flows From Operating Activities                                            2001               2000
                                                                         --------------     --------------
Net Loss                                                             $         (83,428)   $      (133,979)
Adjustments to reconcile net income to net cash provided by
operating activities:
    Depreciation                                                                11,123             10,526
    (Increase) decrease in:
    Current assets                                                              29,116             20,301
    Current liabilities                                                        (51,576)            13,350
                                                                         --------------     --------------
       Net Cash Provided by/(Used for) in Operating  Activities                (94,765)           (89,802)

Cash Flows From Investing Activities
Return of equipment                                                              8,901                  0
Purchases of property and equipment                                             (7,480)           (10,681)
                                                                         --------------     --------------
              Net Cash Used for Investing Activities                             1,421            (10,681)

Cash Flows Provided by Financing Activities

    Increase in loans                                                          112,990             91,419
                                                                         --------------     --------------
              Net Cash Provided by Financing Activities                        112,990             91,419

    Effect Of Exchange Rate on cash and cash Equivalents                         8,770              4,349

                     Net Decrease in Cash                                       28,416             (4,715)

Beginning Cash Balance                                                               0              4,715
                                                                         --------------     --------------

Ending Cash Balance                                                  $          28,416    $             0
                                                                         ==============     ==============

Supplemental disclosures
   Cash paid for interest                                            $           9,475    $         3,912
   Cash paid for income taxes                                                        0                  0


</TABLE>

                 See accompanying notes to financial statements.


                                        5
<PAGE>


                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2001

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 Opticals Investments Limited, a corporation organized in the
     Province of Ontario,  Canada  ("Film  Opticals") in exchange for 480,000 of
     its common shares. Since the acquisition of Film Opticals,  the Company has
     been engaged in the  business of  providing a full range of motion  picture
     printing  services and  creative  titles,  credits and optical  effects for
     features, commercials, theatrical and television programs. The foreign film
     library,  acquired with the merger of A.F.C.,  remains intact,  but funding
     constraints have curtailed the Company's ability to develop and market this
     segment of the business.

          The  financial  statements  of  the  Company  have  been  prepared  in
     accordance  with  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  complies  with the  provisions  of Statement of Financial
     Accounting Standards No. 109 [the Statement],  Accounting for Income Taxes.
     The  Statement  requires  an asset and  liability  approach  for  financial
     accounting and reporting for income taxes,  and the recognition of deferred
     tax  assets and  liabilities  for the  temporary  differences  between  the
     financial  reporting  bases  and tax  bases  of the  Company's  assets  and
     liabilities at enacted tax rates expected to be in effect when such amounts
     are realized or settled. The cumulative effect of this change in accounting
     for income taxes as of December 31, 2001 is $0 due to a valuation allowance
     established (see Note 3).

     (c) Net Loss Per Common Share

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

     (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
     $28,416 cash at December 31, 2001.

                                   6
<PAGE>


                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2001


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

     (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  basis over the useful lives of the related assets.
     Expenditures  for  maintenance  and  repairs  are  charged  to  expense  as
     incurred.

     (g) Revenue Recognition

          The Company recognizes  revenues in accordance with the Securities and
     Exchange  Commission,  Staff Accounting Bulletin (SAB) number 101, "Revenue
     Recognition in Financial  Statements." SAB 101 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.

     (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 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, 2001 and 2000.


                                        7
<PAGE>

                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2001
                                   [Continued]


NOTE 2         LIQUIDITY/GOING CONCERN

          The  accompanying  financial  statements have been prepared on a going
     concern  basis,  which  contemplates  the  realization  of  assets  and the
     satisfaction  of liabilities in the normal course of business.  As shown in
     the financial statements,  the Company has accumulated losses for the years
     ended December 31, 2001, and 2000, in the respective amounts of $83,428 and
     $133,979, and has a negative net working capital balance of $190,772. These
     factors  indicate  that the  Company may not be able 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 in private placement or a public offering.  The Company may also
     seek a merger with a better financed partner to continue its operations and
     develop its library of foreign films. The consolidated financial statements
     do not include any  adjustments  that might result from the outcome of this
     uncertainty.


NOTE 3         INCOME TAXES

          The Company  complies  with the  provisions  of Statement of Financial
     Accounting Standards No. 109 [the Statement],  Accounting for Income Taxes.
     No provision has been made for income taxes in the  consolidated  financial
     statements  because  the Company has  incurred  losses.  The tax effects of
     temporary  differences  that  give  rise  to  significant  portions  of the
     deferred tax asset at December 31, 2001 are summarized below.

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

Deferred tax assets                        Balance          Tax         Rate
--------------------------------------- -------------- ------------- --------------
   Loss carryforward(expires 2021)         $286,661       $88,868       31 %
   Valuation allowance                                   ($88,868)
                                                       -------------
        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 $26,352, from $62,515, as of December 31, 2001.

NOTE 4         RELATED PARTY TRANSACTIONS

          The Company has borrowed $76,000 ($121,053 CDN) from five entities who
     are  officers or related  parties to finance  operations.  Two accounts are
     evidenced  by notes  bearing  interest  at 18% and are past  maturity.  The
     others are due on demand and are non-interest bearing.

          The  Company  has  also  had  expenses  paid  on  their  behalf  by  a
     shareholder  in  the  amount  of  $36,147.  This  liability  is  unsecured,
     non-interest bearing, and is due on demand.



                                        8
<PAGE>

                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2001
                                   [Continued]


NOTE 5         FOREIGN FILM LIBRARY

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

NOTE 6         PROPERTY AND EQUIPMENT

          The  major  classes  of  assets as of the  balance  sheet  date are as
     follows:

                                               Accumulated
         Asset Class                 Cost     Depreciation       Method/Life

Computer/Office Equipment          $152,694          $120,568             SL/5
Film Process Equipment              301,874           301,834             SL/5
                              ------------- -----------------
                        Total      $454,568          $422,402
                              ============= =================

          Depreciation  expense  was  $11,123  and  $10,526  for the years ended
     December 31, 2001 and 2000.

NOTE 7         OFFICE LEASE

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

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

    For the year 2002           29,401
           2003                 29,401
           2004                 29,401
          Total                 88,203
                           ===========

          Total rent  expense  for 2001 was $42,004  and for 2000,  $43,649.  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.


                                        9
<PAGE>

                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2001
                                   [Continued]



NOTE 8         SIGNIFICANT CONCENTRATION OF CREDIT RISK

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

NOTE 9          BANKRUPTCY

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

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

NOTE 10        COMMON STOCK REVERSE SPLIT

          On March 21, 2001, the Company reverse split its 5,480,001 outstanding
     shares of common stock on the basis of 1 for 20 shares, while retaining the
     authorized  shares at 50,000,000 and the par value of $0.001 per share. All
     fractional shares were rounded up to the nearest whole share, provided that
     no stockholder,  on a per certificate  basis,  owning 100 or more shares be
     reduced  to less  than 100  shares.  No  stockholder  owning  less than 100
     shares, on a per stock certificate basis was affected by the reverse split.
     Weighted  average share have been  adjusted to  post-split  numbers for all
     period presented.

NOTE 11        NOTE PAYABLE

          The Company has a note based on a judgement  payable to an  investment
     company  with  interest at Canadian  prime plus 2%  (currently  6%), due in
     monthly  installments of $1,500 including interest,  through December 2004,
     at which time the entire unpaid principal is due and payable. Maturities of
     this long-term debt are as follows:

       Year Ending October 31:                        Amount
                2002                     $             4,648
                2003                                   4,935
                2004                                 103,407
                                            ----------------
                                         $           112,990
                                            ================


                                       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         10/2001        *

Kenneth J. White      President        8/93           10-15-2001
                      Director         8/93           10-15-2001

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 60, 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 66,  Secretary,  Treasurer and Director.  Mr. Smith has
been engaged in the motion  picture and video  industry for 35 years and was the
co-founder  of M.S. Art  Services,  Ltd.,  a provider of animation  and art work
producers.  In  addition,  Mr.  Smith,  has been  providing  the  industry  with
processing,  printing of film and transfer of film to video tapes. His extensive
background  in  the  special   effects  field  has  earned  Mr.  Smith  numerous
prestigeous awards.

Significant Employees
---------------------

     The Company has no employees  who are not executive  officers,  but who are
expected to make a significant contribution to the Company's business.

Family Relationships
--------------------

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

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

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

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

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

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

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

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

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

Item 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          12/31/01    0        0     0      0       0      0     0
Voellmecke,
President,
Director


Kenneth        12/31/01  $6,780*   0     0      0       0      0     0
White,         12/31/00  $38,750*   0     0      0       0      0     0
President,     12/31/99  $38,750*   0     0      0       0      0     0
Director       12/31/98  $38,750*   0     0      0       0      0     0


Michael        12/31/01  $38,750*   0     0      0       0      0     0
Smith          12/31/00  $38,750*   0     0      0       0      0     0
Secretary/     12/31/98  $38,750*   0     0      0       0      0     0
Treasurer,     12/31/97  $38,750*   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.

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

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

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

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

     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.

     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 281,807 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.*       105,000                    37.25
181 Carlaw Ave., Suite 300
Toronto, Ontario, Canada
M4M 2S1

Barbara O'Gorman**             68,250                    24.21

O'Gorman Family Trust**        13,800                     4.89

Kingsbury Holdings Ltd.***     20,000                     7.12
Lot 18 Bay St. Kingstown
St. Vincent, The Grenadines
West Indies

                              ---------                   ----
                              207,050                    73.47%

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

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

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

</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:

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

Claus Voellmecke
Berliner Holdings LTD.*       105,000                    37.25
181 Carlaw Ave., Suite 300
Toronto, Ontario, Canada
M4M 2S1

Michael S. Smith
Kingsbury Holdings Ltd.**      20,000                     7.12
Lot 18 Bay St. Kingstown
St. Vincent, The Grenadines
West Indies


                              -------                    ------
All directors and
executive officers            125,000                    44.37%
as a group (2 persons)
</TABLE>

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

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

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

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

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

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

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

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

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

     None; Not Applicable.

Exhibits
--------

     None; Not Applicable.

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.*

     *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: 3/28/01                          By/S/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: 3/28/01                           By/S/Claus Voellmecke
                                        Claus Voellmecke
                                        President and Director



Date: 3/28/01                           By/S/Michael S. Smith
                                        Secretary/Treasurer and Director