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, 2002
                               -----------------

[ ]  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) 278-9424

                              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, 2002 - $349,068.

     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 14,  2003 -  $21,441.00  There are  approximately  102,100  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 14, 2003, 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 14, 2003
                                     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.

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 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, 2002, are as follows:

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

   Computer/Office Equip.    $150,751     $131,780                SL/5
   Film Process Equip         310,720      303,723                SL/5
                             ---------------------
                Total        $461,471     $435,503
                             =====================
</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>

   For the year 2003            29,401
                2004            29,401
                                ------
               Total            58,208

</TABLE>


     Total rent expense for 2002 was $39,138 and for 2001,  $42,004. 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.
---------------------------------------------------------------------------

     None; Not Applicable.

                                     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".

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,  2002 the Company had a net
profit  from  operations  of $424.  The  Company  has  received  revenues in the
calendar  years  ended  December  31,  2002 and  2001 of  349,068  and  483,803,
respectively. See the Index to Financial Statements, Item 7 of this Report.

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

     As  shown  in  the  financial   statements,   the  Comany  has  accumulated
profit/(losses)  for  the  years  ended  December  31,  2002  and  2001,  in the
respective amount of $424 and $(83,428),  and has a negative net working capital
balance of $189,936.  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, 2002 and 2001

          Independent Auditors' Report

          Consolidated Balance Sheet - December 31, 2002

          Consolidated Statements of Operations for the years ended
          December 31, 2002 and 2001

          Consolidated Statements of Stockholders' Equity/(Defecit) for the
          years ended December 31, 2002 and 2001

          Consolidated Statements of Cash Flows for the years ended
          December 31, 2002 and 2001

          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, 2002

<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, 2002                                  2

Consolidated Statements of Operations for the Years Ended December 31,
2002 and 2001                                                                    3

Consolidated Statements of Stockholders' Deficit for the Years Ended
December 31, 2002 and 2001                                                       4

Consolidated Statements of Cash Flows for the Years Ended December 31,
2002 and  2001                                                                   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  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, 2002,
and the related consolidated  statements of operations,  stockholders'  deficit,
and cash flows for the years ended December 31, 2002 and 2001.  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, 2002,  and the results of  operations  and cash flows for
the years  ended  December  31, 2002 and 2001,  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 21, 2003


                                        1
<PAGE>
<TABLE>
<CAPTION>


                                       TC X CALIBUR, INC.
                                   Consolidated Balance Sheet
                                        December 31, 2002

<S>                                                                             <C>
                                             ASSETS

Current Assets:
     Cash                                                                        $           32,661
     Accounts receivable-net of allowance for doubtful
             accounts of $2,876                                                              20,384
          Total Current Assets                                                               53,045

Property and equipment - Note 6                                                             461,470
Less: Accumulated depreciation                                                             (435,503)
                                                                                 ------------------
          Net Property and equipment                                                         25,967

               Total Assets                                                      $           79,012
                                                                                 ==================
                              LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Current Liabilities:
     Accounts payable                                                            $          113,318
     Payable to related parties - Note 4                                                    104,220
     Accrued liabilities                                                                     17,832
     Unearned Income                                                                          3,150
     Current portion of long-term debt - Note 11                                              4,461
                                                                                 ------------------
           Total Current Liabilities                                                        242,981
   Long-term Liabilities
     Long-term debt, net of current portion - Note 11                                       104,438
                                                                                 ------------------
              Total Liabilities                                                             347,419

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                                                                      (286,464)
  Accumulated Foreign Currency Translation Adjustment                                        11,011
                                                                                 ------------------
               Total Stockholders' Equity                                                  (268,407)
                                                                                 ------------------
               Total Liabilities and Stockholders' Equity                        $           79,012
                                                                                 ==================
                 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, 2002 and 2001
<S>                                                                <C>                  <C>



                                                                         2002                2001
                                                                    ---------------     ---------------
Revenues                                                            $       349,068      $      483,803
Cost of Sales                                                               216,237             357,728
                                                                    ---------------     ---------------
Gross Profit                                                                132,831             126,075

General and Administrative Expenses                                         104,612             200,028
                                                                    ---------------     ---------------
Net Income (Loss) from Operations                                            28,219             (73,953)
Other income and expense
   Interest expense                                                         (27,795)             (9,475)

   Net Income (Loss) Before Income Taxes                                        424             (83,428)

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

Net Income (Loss)                                                   $           424      $      (83,428)
                                                                    ===============     ===============
Other Comprehensive Income
   Unrealized gain(loss) on foreign
     Currency translation (net of tax)                                       (1,883)              8,770
                                                                    ---------------     ---------------
Total Comprehensive Income (Loss)                                   $        (1,459)     $      (74,658)
                                                                    ===============     ===============


Income (Loss) Per Share                                             $          0.00      $        (0.30)
                                                                    ===============     ===============

Weighted Average Shares Outstanding                                         281,807             281,807
                                                                    ===============     ===============


                 See accompanying notes to financial statements.

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


                               TC X CALIBUR, INC.
                Consolidated Statements of Stockholders' Deficit
                 For the Years Ended December 31, 2002 and 2001
<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, 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)
Net loss for the year ended
December 31, 2002                                                                424         (1,883)          (1,459)
                              ------------ ----------- ------------- --------------- -------------- ----------------
Balance, December 31, 2002         281,807 $       282 $       6,764 $      (286,464)$       11,011 $       (268,407)
                              ============ =========== ============= =============== ============== ================



                 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, 2002 and 2001
<S>                                                                 <C>                 <C>


Cash Flows From Operating Activities                                          2002               2001
                                                                         --------------     --------------
Net Loss                                                             $              424  $        (83,428)
Adjustments to reconcile net income to net cash provided by
operating activities:
    Depreciation                                                                 13,101            11,123
    (Increase) decrease in:
       Current assets                                                             7,727            29,116
       Current liabilities                                                        3,796           (51,576)
                                                                         --------------     --------------
       Net Cash Provided by/(Used for) in Operating  Activities                  25,048           (94,765)

Cash Flows From Investing Activities
Return of equipment                                                                   0             8,901
Purchases of property and equipment                                              (6,902)           (7,480)
                                                                         --------------     --------------
              Net Cash Used for Investing Activities                             (6,902)            1,421

Cash Flows Provided by Financing Activities

    (Decrease) Increase in loans                                                (12,018)          112,990
                                                                         --------------     --------------
              Net Cash Provided by Financing Activities                         (12,018)          112,990

    Effect Of Exchange Rate on cash and cash Equivalents                         (1,883)            8,770

                     Net Decrease in Cash                                         4,245            28,416

Beginning Cash Balance                                                           28,416                 0
                                                                         --------------     --------------

Bnding Cash Balance                                                  $           32,661 $          28,416
                                                                         ==============     ==============

Supplemental disclosures
   Cash paid for interest                                            $           27,795 $           9,475
   Cash paid for income taxes                                                         0                 0



                 See accompanying notes to financial statements.


                                        5
</TABLE>
<PAGE>


                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2002

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 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  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, 2002 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.

     (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 $32,661
cash at December 31, 2002.


                                        6
<PAGE>

                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2002
                                   [Continued]

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  and declining  balance  methods 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


                                        7
<PAGE>

                               TC X CALIBUR, INC.
                   Notes to Consolidated Financial Statements
                                December 31, 2002
                                   [Continued]


     to generate revenue.  The Company did not make any such adjustments for the
years ended December 31, 2002 and 2001.

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  over the years amounting to $286,464,
and has a negative net working capital balance of $189,936.  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 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

     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, 2002 are summarized below.


Deferred tax assets                        Balance          Tax      Rate
--------------------------------------- -------------- ------------- -----------
   Loss carryforward(expires 2022)           $163,512       $47,020    29%
   Valuation allowance                                     ($47,020)
                                                       -------------
        Deferred tax asset                                       $0
                                                       =============

     A valuation allowance is provided when it is more likely than not that some
portion of the deferred  tax asset will not be realized.  Because of the lack of
taxable earnings history,  the Company has established a valuation allowance for
all  future  deductible  temporary  differences.  The  valuation  allowance  has
increased $6,689, from $40,331, as of December 31, 2001.

NOTE 4         RELATED PARTY TRANSACTIONS

     The Company has borrowed  $51,222 ($81,304 CAN$) 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 its behalf by a  shareholder  in
the amount of $52,998. 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, 2002
                                   [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          $150,751          $131,780             SL/5
Film Process Equipment              310,720           303,723             SL/5
                              ------------- -----------------
                        Total      $461,471          $435,503
                              ============= =================

     Depreciation  expense was $13,101 and $11,123 for the years ended  December
31, 2002 and 2001, respectively.

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 2003           29,401
           2004                 29,401
          Total                 58,802
                           ===========

     Total rent expense for 2002 was $39,138 and for 2001,  $42,004. 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, 2002
                                   [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  5,480,000  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 periods 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 6.5% (prime is 4%),
due in monthly  installments of CA$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
                2003                     $            4,461
                2004                                 104,438
                                         $           108,899
                                            ================




                                       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 62, 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 68,  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          12/31/02    0        0     0      0       0      0     0
Voellmecke,    12/31/01    0        0     0      0       0      0     0
President,
Director


Kenneth
White,         12/31/01  $10,500*   0     0      0       0      0     0
President,     12/31/00  $60,000*   0     0      0       0      0     0
Director       12/31/99  $60,000*   0     0      0       0      0     0


Michael        12/31/02  $60,000*   0     0      0       0      0     0
Smith          12/31/01  $60,000*   0     0      0       0      0     0
Secretary/     12/31/00  $60,000*   0     0      0       0      0     0
Treasurer,     12/31/99  $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.

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                    37.2
181 Carlaw Ave., Suite 300
Toronto, Ontario, Canada
M4M 2S1


Kingsbury Holdings Ltd.**      20,000                     7.1
Lot 18 Bay St. Kingstown
St. Vincent, The Grenadines
West Indies

Duane S. Jenson                18,427                     6.5
8842 Highfield Rd.
Park City, UT  84098


Jeff D. Jenson                 18,428                     6.5
8850 Redden Rd.
Park City, Ut  84098

Travis T. Jenson               17,745                     6.3
4685 Highland Dr., Suite 202
Salt Lake City, UT  84098
                              ---------                   ----
                              179,600                    63.7%

     *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 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                    37.2
181 Carlaw Ave., Suite 300
Toronto, Ontario, Canada
M4M 2S1

Michael S. Smith
Kingsbury Holdings Ltd.**      20,000                     7.1
Lot 18 Bay St. Kingstown
St. Vincent, The Grenadines
West Indies


                              -------                    ------
All directors and
executive officers            125,000                    44.3%
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.
----------------------------------------

     On or about November 28, 2001, Ms. Barbara  O'Gorman,  the beneficial owner
of 68,250  shares of the Company's  common  stock,  sold her shares in a private
transaction  to four  individuals,  Duane S. Jenson,  Jeff D. Jenson,  Travis T.
Jenson and Thomas J. Howells.  The terms of the transaction were not revealed to
the Company.

     During the past two years, other than the  aforementioned,  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:  3/25/03                         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: 3/25/03                           By/S/ Claus Voellmecke
                                        Claus Voellmecke
                                        President and Director



Date: 3/25/03                           By/S/ Michael Smith
                                        Michael Smith
                                        Secretary/Treasurer and Director
<PAGE>

                           CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Claus  Voellmecke,  President  and Director of TC X Calibur,  Inc.  (the
"registrant"), certify that:

     1. I have reviewed this Annual Report on Form 10-KSB of the Registrant;

     2. Based on my  knowledge,  this Annual  Report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this Annual
Report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this Annual  Report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

     4. The  Registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the Registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  Annual  Report  is being
     prepared;

          b) evaluated the effectiveness of the Registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     Annual Report (the "Evaluation Date"); and

          c)  presented  in  this  Annual  Report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of  Registrant's  board of  directors  (or  persons  performing  the  equivalent
function);

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  Registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  Registrant's  internal
     controls; and

     6. The Registrant's  other certifying  officer and I have indicated in this
Annual Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Dated:  3/25/03                      Signature: By/s/Claus Voellmecke
        -----------------                       --------------
                                     Claus Voellmecke
                                     President and Director

<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Michael Smith,,  Secretary/Treasurer  and Director of TC X Calibur, Inc.
(the "Registrant"), certify that:

     1. I have reviewed this Annual Report on Form 10-KSB of the Registrant;

     2. Based on my  knowledge,  this Annual  Report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this Annual
Report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included  in this Annual  Report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
Registrant as of, and for, the periods presented in this Annual Report;

     4. The  Registrant's  other  certifying  officer and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

          a) designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the Registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  Annual  Report  is being
     prepared;

          b) evaluated the effectiveness of the Registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     Annual Report (the "Evaluation Date"); and

          c)  presented  in  this  Annual  Report  our  conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date;

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of  Registrant's  board of  directors  (or  persons  performing  the  equivalent
function);

          a) all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  Registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Registrant's auditors any material weaknesses in internal controls; and

          b) any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  Registrant's  internal
     controls; and

     6. The Registrant's  other certifying  officer and I have indicated in this
Annual Report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.



Dated:  3/25/03                    Signature:   By/S/Michael Smith
        -----------------                       -----------------
                                                Michael Smith
                                                Secretary/Tresurer and Director

<PAGE>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with  the  Annual  Report  of  TC  X  Calibur,   Inc.  (the
"Registrant")  on Form 10-KSB for the year ending  December 31,  2002,  as filed
with the  Securities  and  Exchange  Commission  on the date hereof (the "Annual
Report"),  We, Claus  Voellmecke,  President  and  Director  and Michael  Smith,
Secretary,  Treasurer and Director of the  Registrant,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

     (1) The Annual Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information  contained in the Annual Report fairly presents, in all
material  respects,  the  financial  condition  and result of  operations of the
Registrant.


By/S/Claus Voellmecke
-----------------
Claus Voellmecke
President and Director
Dated this 25th day of March, 2003.


By/S/Michael Smith
-----------------
Michael Smith
Secretary, Treasurer and Director
Dated this 25th day of March, 2003