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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-KSB

(Mark One)
[X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 for the fiscal year ended September 30, 2000

                                      OR

[_]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 for the transition period from __ to ___

                       Commission file number: 000-19061

                               FANTASTICON, INC.
            (Exact name of registrant as specified in its charter)

                Nevada                                 87-0403330
     (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)                 Identification No.)

            17117 W. Nine Mile Rd., Ste. 1515, Southfield, MI 48075
                   (Address of principal executive offices)

                                (248) 569-3188
             (Registrant's telephone number, including area code)

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

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

                                                      Names of each exchange
     Title of Each Class                              on which registered
     -------------------                              -------------------
             None                                            None

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

                         Common Shares, $0.01 Par Value
                         ------------------------------

Indicate by check mark whether the Registrant (l) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes   [_]        No   [X]

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

State the issuer's revenues for its most recent fiscal year.  $0.0

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked price of such stock, as of a specified date within the past 60
days. As of December 18, 2000, the value of such stock was $2,367,162.44.
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[LOGO]
DANCONA
     ATTORNEYS

SPECIAL NOTE REGARDING SUBSEQUENT EVENT

     Due to the change in control of the Company resulting from the Merger dated
October 12, 2000 (described more fully below), information in this Annual Report
on Form 10-KSB with respect to the Company's pre-Merger business was prepared
using information and reports provided to Company's current management by the
Company's former management and accountants. The Company relied on said
information without independent verification and hereby assumes no
responsibility for the accuracy and completeness thereof.

                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Overview.

     The Company was originally incorporated as The Movie Greats Network, Inc.
on May 22, 1989 under the laws of the State of Nevada. Effective August 4, 1992,
the Company changed its name to Program Entertainment Group, Inc. Effective
August 5, 1997 the Company again changed its name to Santa Maria Resources, Inc.
The Company entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated as of September 1, 2000 by and among Santa Maria Resources,
Inc. and Fantasticon.com, Inc., a Nevada corporation ("Merger Sub"), and
Fantasticon.com, Inc., a Delaware corporation ("Fantasticon.com DL") Madman
Backstage Productions, Inc., a Michigan corporation ("Madman"), and Impact
Interactive, Inc., a Michigan corporation ("Impact"). Pursuant to the Merger
Agreement, on October 2, 2000 the Company amended its articles of incorporation,
thereby changing its name to Fantasticon, Inc. On October 12, 2000, pursuant to
the Merger Agreement, Fantasticon.com DL, Madman and Impact merged with and into
Merger Sub (the "Merger"), with Merger Sub surviving as the wholly-owned
subsidiary of the Company and successor to the businesses of Fantasticon.com DL,
Madman and Impact. Pursuant to the Merger Agreement, the Company effected a 1:2
reverse split of its outstanding capital stock that became effective October 12,
2000.

Description of Our Former Business.

     The Company commenced its operations in 1989 as a syndicator of motion
pictures and television programming for its "network" of television stations
across the United States. In 1994 the Company ceased operations and consequently
wrote off all of its assets, which consisted mainly of motion picture rights and
prints and liabilities, consisting of various accounts payable. The write off of
assets and liabilities resulted in a net loss in fiscal year 1994-1995 of
$132,261.

     In 1995 the Company terminated all business operations and remained
inactive until 1997 when certain shareholders of the Company restructured the
Company as a mining company and changed its name to Santa Maria Resources, Inc.
("Santa Maria"). The primary purpose of Santa Maria was to acquire mineral
properties, or the rights to explore, develop and mine and extract mineral
properties, initially in the U.S. As such, Santa Maria engaged management
personnel, acquired the mineral properties discussed herein and paid the
incidental expenses of the Company's limited operations. The discussion below
does not address the activities of the Company prior to 1997.

     From 1997 through the Merger (discussed below), management acquired mining
claims and conducted preparatory activities to the commencement of mining
operations on its claims. Audited financial statements for the fiscal years
1997-1999 were included in the Company's Annual Report on Form 10-KSB filed with
the Securities and Exchange Commission on March 1, 2000. No financial
information is available from the Company's operations prior to the
restructuring of its business operations and change of management in 1997.
However, in as much as the Company was dormant for several years prior thereto,
and its previous mining operations were completely different from its prior
activities (network programming) management believes that such prior information
is unnecessary to a proper understanding of the Company or its current
operations (explained below).

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     Santa Maria acquired 141 lode mining claims for mineral properties in west
central Arizona. Santa Maria's properties were located in the Eureka Mining
District, some of which are between the historical Sultan and Hayes mines. Santa
Maria named its properties the "Santa Maria Mine." Certain claims were located
between previously producing mines on Jasper Peak with gold carrying
mineralization in the Jasperoid. Santa Maria conducted limited exploratory work
on these claims, with more extensive work having been conducted on certain of
the claims believed by its management to be the most promising. The Santa Maria
Mine had expected minimum reserves of 2.75 million ounces of gold in addition to
mineable quantities of other rare earths and industrial metals. This reserve
amount was based on prior studies of a portion of the property, which alone had
proven reserves of 655,000 ounces of gold.

     Santa Maria expected that its initial operations, consisting of mining and
milling primarily for gold and silver on its Santa Maria Mine claims would begin
during calendar year 2000, provided that adequate financing was secured to meet
the expenses thereof. Prior to the Merger, Santa Maria never undertook any
commercial mining activities.

The Merger.

     The Company entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated as of September 1, 2000 by and among Santa Maria Resources,
Inc. and Fantasticon.com, Inc., a Nevada corporation ("Merger Sub"), and
Fantasticon.com, Inc., a Delaware corporation ("Fantasticon.com DL"), Madman
Backstage Productions, Inc., a Michigan corporation ("Madman"), and Impact
Interactive, Inc., a Michigan corporation ("Impact"). Pursuant to the Merger
Agreement, on October 2, 2000 the Company amended its articles of incorporation,
thereby changing its name to Fantasticon, Inc. On October 12, 2000, pursuant to
the Merger Agreement, Fantasticon.com DL, Madman and Impact merged with and into
Merger Sub (the "Merger"), with Merger Sub surviving as the wholly-owned
subsidiary of the Company. Pursuant to the Merger Agreement, the Company
effected a 1:2 reverse split of its outstanding capital stock that became
effective October 12, 2000.

     Pursuant to the Merger Agreement, all of Santa Maria's mining claims were
assigned to third parties prior to consummation of the Merger and the Company no
longer holds any assets relating to its prior mining activities.

     In addition, pursuant to the Merger Agreement, all outstanding shares of
capital stock of each of Fantasticon.com DL, Madman and Impact (the "FM&I
Capital Stock") were converted into an aggregate of 6.5 million shares (post 1:2
split) of common stock of the Company. The FM&I Capital Stock was then
cancelled. Upon consummation of the Merger, the Company had 9,500,291 shares
outstanding, and is obligated to issue up to an additional 1.5 million shares,
plus warrants for up to an additional 500,000 shares, upon consummation of a
private placement to be effected in connection with the Merger. The Company has
held an initial closing of the private placement, which has resulted in the
issuance of an aggregate of 560,365 shares of Common Stock and warrants to
purchase an additional 124,626 shares.

     In connection with the Merger, the former officers and directors of the
Company resigned and were replaced by appointees of the Merger Sub, Madman and
Impact. Henry T. Mayers was appointed the sole director of Fantasticon, Inc.,
and serves as its President and Chief Executive Officer. David Rubenstein and
Rebecca David have subsequently been appointed to serve as directors of the
Company. The Company is currently interviewing candidates for additional officer
positions.

     In connection with the Merger, effective October 17, 2000 the trading
symbol for the Company's shares, as quoted through the OTC Bulletin Board, was
changed to FTST.OB. Effective October 12, 2000, the Company's principal
executive offices were moved to 17117 W. Nine Mile Road, Suite 1515, Southfield,
MI 48075, and its telephone number changed to (248) 569-3188.

Our New Business.

     The following is a summary of the Company's current business plan. There
can be no assurance that this plan will be achieved, or that the plan will not
be modified by management from time to time.

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    The Company serves as a holding company for, and all of its operations
reside in, its wholly-owned subsidiary, Fantasticon.com, a Nevada corporation.
     The Company, through Fantasticon, Inc. is a multimedia content provider
delivering a range of entertainment products to broadcast and online media. The
Company's mission is to create original and unique content for a wide range of
entertainment distributors. The Company produces television, film and digital
media programming with a focus on interactive multimedia content. Within each of
its three divisions (described immediately below), the Company develops content
for its corporate, advertising and entertainment clients.

Madman Backstage Production.

     The Madman Backstage Productions division specializes in television, film
and digital video production. Currently, Madman Backstage Productions is
developing original television and cable programming, as well as digital
"cybersodes" for the Internet.

Impact Interactive

     The Impact Interactive multimedia development division focuses on CD-ROM
and web-based content for corporate clients. The Impact Interactive revenue
stream comes from creating original development, and in most instances, also
includes residual web site update income. Impact Interactive's ability to design
and program multimedia product is expected to give the Company a solid revenue
source as the base of broadband-enabled consumers grows.

Fantasticon.com

     The Fantasticon.com (or "website") division produces a special
entertainment and content-rich web site. The Fantasticon.com division is
dedicated to comprehensively covering the world of pop culture. Fantasticon.com
appeals to a global and lucrative niche market of males between 14 and 40, a
large demographic sought by a wide range of advertisers.

     Management believes Fantasticon.com is unique because its content is
unique. It is the only Internet community where avid pop-culture fans receive
information and entertainment that spans the entire field. Much of the content
is internally created and is available exclusively to Fantasticon viewers,
including current information on:

     .  Popular culture events and conventions  .  Digital interviews

     .  Feature films                           .  Original artists' gallery

     .  TV programs and electronic media        .  Original fiction stories and
                                                   comics
     .  Interactive games

     .  Book and comic-book reviews

Business Strategy

     The Company believes its greatest growth potential is offered by its
website division. The Company expects to continue to generate revenues from the
other divisions while the website division is ramping up. Thereafter, the
Company currently projects that revenues from the Madman and Impact divisions
will form a relatively smaller portion of total revenue. The website division's
revenue model is similar to that of the world of broadcasting. It plans to sell
advertising, marketing plans and cross promotional packages to leading companies
who are looking to target its demographic audience of males between the ages of
14 and 40, a leading target audience for most major advertisers. Advertisers
will have the ability to send their messages with multimedia capabilities,
either as streaming media commercials or animated banner ads. The Company will
also offer advertisers the opportunity to send promotional screen savers,
deliver news pop-ups, sponsor specific features and

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events, as well as, branding and banner advertising, all through the medium of
the Company's website. The Company intends to bring a whole host of cutting-edge
technologies to a fun forum. For example, Java, Shockwave, Flash animation,
streaming audio and video are just some of the technologies that are
incorporated into its website, thereby making the site a truly interactive
experience.

     Currently, management has a three step plan for building the website
division's business:

     Firstly, management believes the fastest way to generate revenues is to
create a website that is user-friendly, appealing to its viewers, informative
and most of all, entertaining. Management believes that these factors will
create a greater likelihood that members will return to its site and create
higher traffic, thereby appealing to its advertisers. By using streaming media
(video, audio and animation), the Company intends to broadcast ("narrowcast")
film clips, news releases, music information, original content and software, as
requested by each member per his/her individual request. Each presentation will
be accompanied by a co-sponsored advertisement from a major retail sponsor which
corresponds to the film, news release or pop culture event that is being
displayed. Streaming media also will be used in the site for reciprocal
advertising with other websites. With the marriage of Internet and cable TV
technologies, such as Microsoft Web TV, AT&T, and other broadband systems,
management believes the Company is positioned to be a significant content
provider for these new high-speed delivery systems.

     Secondly, by creating exciting and dynamic content through original online
fiction stories, management believes it can expand and develop a stronger
revenue source. Once episodic stories are established as a recognizable benefit
to the Company's members, management expects to charge members an annual fee of
$25 to subscribe to these stories. The Company plans to become the leading
Internet publisher of new and existing licensed fiction stories using its
multimedia capabilities, and to entice larger audience traffic to view these
exclusive episodic stories which will in turn should allow the Company to charge
its advertisers increased rates. The Company also plans to license the more
successful characters developed in its stories to other profitable and larger
mediums. Sponsorship packages and product placement packages may be created and
sold to advertisers.

     Lastly, management will carefully look at possible acquisitions of
strategic content developers who will support overall Company development. For
example, the Company may consider the acquisition of a comic book artist studio
or game developer to enhance its product offering.

Current Marketing Strategy: At present the website division's marketing strategy
is focused on the following items:

     Advertising sponsorships...the Company offers space for paid advertisements
     which feature full screen animated commercials, streaming media spots and
     links to other websites.

     Original interactive fiction...will be delivered in installments, causing
     these on-going stories to require fans to return to the Company's website
     for the latest chapter.

     Up-to-date information...on current movies, television programs, comics and
     games. Movies are usually reviewed within the first week of release. All
     manner of games of a fantastic nature are reviewed, including personal
     computer games, Nintendo 64 games, Sony PlayStation games, Sega Dreamcast,
     as well as card and board games.

     Streaming video...allows state-of-the-art audio/visual technology to bring
     exclusive interviews with relevant actors, artists and industry
     personalities. With the increase in broadband content needs, the Company
     believes this will take on major significance.

     Chat rooms, email and bulletin board services...are important features that
     the Company believes will develop a sense of site community, and provide
     reasons for people to visit regularly.

     Editorials...the Company has the industry experience and contacts necessary
     to provide meaningful insight on fantastic current events and topics of
     interest.

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     Artist gallery...A community of professional and amateur artists will
     showcase their unique talents and abilities.

     Resource links...the Company seeks to become the ultimate resource for
     fans. One aspect of this will be to provide a large collection of links to
     other relevant websites, often exchanging links so that these sites
     reciprocate by advertising the Company's website.

     Product promotion...may include directories of selected retailers and
     distributors.

     Website creation and hosting...the Company, as needed, will create and host
     websites for related companies, which do not have the expertise nor desire
     to host their own site.

Future Marketing Strategy: In the future, the Company expects to focus on the
following additional items:

     Comics On-line...Initial episodes for several on-line comics are well under
     way. Also, there exists a legion of comic book authors who are too small to
     efficiently market a product. The Company offers a marketing venue that is
     not otherwise available to these authors and can help them to produce
     on-line comics that provide viewers a unique interactive experience which
     take advantage of all possibilities of multimedia - animated story panels,
     sound effects with voice-overs, clickable images, etc.

     Store Directory On-line...Dealers and distributors can advertise their
     products in the Company's store directory. While the on-line store
     directory will be available to all, only premium members will receive
     special discounts funded by the dealer or distributor. Meanwhile,
     management believes that these discounts will incentivize visitors and
     "free" members to become paying premium members.

Potential Customers/Members

     The Company's primary target audience is the niche market of 60 million
people under the age of 40 as many have high levels of disposable income and are
consumer oriented. This niche market appeals to a wide range of advertisers
looking for targeted demographics. Many advertisers will participate in
co-promotions involving popular aspects of the entertainment industry.

     In addition to what has been outlined above, the Company intends to
implement comprehensive website marketing programs including the following:

     Website Search Engine Registration/Advertising
     Well Written Title Pages
     Well Written Page Descriptions
     Key Word Lists/MetaTags
     List with over 600 Search Engines
     Register with Internet Directories
     Links with Industry Sites
     Traditional Media Advertising
     Purchase Web Advertising
     Click-Through Referral Sites
     Internet News Groups and Mailing Lists
     Reciprocal Links
     Outbound E-mail Branding
     Press Releases Contests
     Affiliate Marketing Programs
     Industry Specific White Papers
     Industry Trade Events

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     Leverage Partnerships to Develop Commercial Accounts
     Direct Mail Campaigns
     Traditional Relationship Building Programs

Competition

     Through its website division, the Company seeks to bring all of the
elements of "pop culture" into a single website. Management believes that direct
competition does not yet exist. However, the competition for "pop culture" fans
does exist from other amusement venues such as, movies, television, games,
software, DVD, comics, music, books and their complementary websites. Fan
loyalty must be captured as early as possible, and then nurtured with a large
volume of quality content. Unlike the Company's website, most entertainment
websites are very broadly focused and present much content outside the scope of
"pop culture." Wizardworld.com, for example, is identified with comics, trading
cards and games. Hollywood.com covers movies, videos, DVD, and television of all
genres. Because such websites do not specialize in "pop culture" content,
industry executives have expressed a need for a major website catering to such
fans. It is this void in the entertainment industry that the Company seeks to
fill. The market for commercial uses of the Internet are new and rapidly
evolving, and competition is expected to increase significantly in these
markets, as barriers to entry are relatively insubstantial. Management believes
that the Company's ability to compete depends on many factors both within and
beyond its control, including the following:

               .    the timing and market acceptance of the Company's website
                    business model;

               .    the effectiveness of the Company's website in attracting
                    potential customers for its services;

               .    the number and types of strategic relationships the Company
                    enters into (including e-commerce partnerships); and

               .    its marketing efforts.

     It should be expected that in the future the website division will compete
with additional companies, many of which may have greater financial resources
than it. Management can provide no assurance that the Company will be able to
successfully compete in this market (See "Risk Factors of the Company" below).

Employees

     At the time of this report, the Company has 14 paid full-time employees.
Management plans to hire additional employees as the need arises.

Risk Factors of the Company

We have limited operating history for you to evaluate.

     Fantasticon.com was formed as a Michigan limited partnership in October
1997 and became a Delaware corporation as a result of a reorganization in July
1999. Consequently, we have had limited operations and we currently have nominal
assets. In addition, the Company's operations have not produced significant
revenues to date. As a development stage business, we are subject to all the
substantial risks inherent in the commencement of a new business enterprise with
new management. There can be no assurance that we will be able to successfully
generate revenues or to operate profitably.

     Our prospects are subject to the risks, expenses, and difficulties
frequently encountered by companies in the development stage, particularly
companies in new and rapidly evolving markets such as online content and
commerce. Such risks include, but are not limited to, an evolving and
unpredictable business model and the management of growth. To address these
risks, we must, among other things, establish a user base, implement and
successfully execute our business and marketing strategies, continue to develop
and upgrade our technology, improve our website, respond to competitive
developments, and attract, retain, and motivate qualified personnel.

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We can provide no assurance that we will be successful in addressing these
risks, and our failure to do so would have a material adverse effect on our
business.

As a start-up company, our quarterly operating results may fluctuate.

     Based on the industry in which we operate and our status as a start-up
company, we expect to experience significant fluctuations in our future
quarterly operating results due to a variety of factors, many of which are
outside our control. Factors that may adversely affect our quarterly operating
results include:

               .    our ability to maintain a level of traffic on our website
                    sufficient to generate revenues for us and our advertisers
                    and to attract new customers to our website at a steady rate
                    and maintain customer satisfaction;

               .    our ability to operate at favorable gross margins;

               .    demand for our online services by advertisers and consumers,
                    including the number of searches performed by consumers and
                    the rate at which they click-through to paid search listing
                    advertisements;

               .    our costs of attracting consumers to the Company's website,
                    including costs of receiving exposure on third-party
                    websites and advertising costs;

               .    our ability to upgrade and develop our information
                    technology systems and infrastructure;

               .    costs related to acquisitions of technologies or businesses;

               .    the amount and timing of operating costs and capital
                    expenditures relating to expansion of our business,
                    operations, and infrastructure;

               .    costs and delays in introducing new Company services and
                    improvements to existing services;

               .    the level of use of the Internet and online services and
                    increasing consumer acceptance of the Internet and other
                    online services for the use of our services;

               .    technical difficulties, system downtime, or Internet
                    brownouts;

               .    government regulations related to the Internet; and

               .    general economic conditions, as well as those specific to
                    the Internet and related industries.

     As a result of our limited operating history, it is difficult to accurately
forecast our revenue, and we have no meaningful historical financial data upon
which to base planned operating expenses. As such, we expect to operate at a
loss for the foreseeable future. Revenue and operating results are difficult to
forecast because they generally depend upon the number of Internet users
accessing our website, the volume of the searches conducted on our website, the
amounts bid by advertisers for keyword search listings on the service and the
number of advertisers that bid on the service, none of which are under our
control. As a result, we may be unable to adjust our spending in a timely manner
to compensate for any unexpected revenue shortfall.

Anticipated future losses and negative cash flow.

     The Company has incurred losses since inception and expects to experience
operating losses and negative cash flow for the foreseeable future. Management
anticipates that losses will continue to increase from current

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levels due to additional costs and expenses related to completion of its website
and operating systems, brand development, marketing and other promotional
activities; the continued upgrade and expansion of its website, the systems and
the Company's computer network; the expansion of product offerings and website
content; and development of relationships with strategic business partners. The
Company's ability to become profitable depends on the ability to sustain
substantial net sales while maintaining reasonable expense levels. If the
Company achieves profitability, there can be no assurance it will be able to
sustain such profitability in the future.

We currently have negative working capital and limited sources of liquidity.

     We require substantial capital to pursue our operating strategy and
currently have very limited cash for operations. Until we can obtain revenues
sufficient to fund working capital needs, we will be dependent upon external
sources of financing. To date, we have limited internal sources of liquidity and
we expect our working capital to be provided in the short-term from the proceeds
of the Company's recent private placement offering. However, such proceeds are
only projected to maintain the Company's operations for the next 3 months, so
the continued viability of the Company is dependent upon its ability to raise
additional funds. There is, however, no assurance that the need for
unanticipated expenditures will not arise and that any proceeds from additional
financings will be sufficient to cover the Company's cash requirements.

     If it appears that at any time in the future that we are approaching a
condition of cash deficiency, we will be required to seek additional equity or
debt refinancing, curtail operations or otherwise bring cash flow into balance.
We do not have any specific plans or commitments with respect thereto.
Furthermore, if such action were required, there is no assurance that we would
be successful at any such effort, the failure of which would have a material
adverse effect on our business and financial condition. In addition, if we raise
additional funds through the issuance of equity, equity-related or convertible
debt securities, these securities may have rights, preferences or privileges
senior to those of the rights of the Company's common stock and may be dilutive
to the interests of existing stockholders. The failure to raise any needed
additional funds will likely have a material adverse effect on our business.

We rely significantly upon existing management.

     The Company is largely dependent upon the personal efforts of Henry Mayers,
its President and Chief Executive Officer, and the loss of Mr. Mayers could have
a material adverse effect upon the Company's business and prospects. The Company
does not presently have key-man life insurance upon the life of any of its
officers or directors. The Company expects to employ independent consultants to
provide business and marketing advice. The success of the Company will in
significant part depend upon the efforts and abilities of management, including
such consultants as may be engaged in the future. Additionally, as the Company
implements its commercial operations, it will require the services of additional
skilled personnel. There can be no assurance that the Company can attract
persons with the requisite skills and training to meet its future needs or, even
if such persons are available, that they can be hired on terms favorable to the
Company.

All initial marketing will be done in-house.

     We currently plan to market and promote the Company's services in-house.
While our Chief Executive Officer does have prior promotional and marketing
experience, there can be no assurance that the Company's marketing strategies
will be effectively instituted, or that these arrangements will result in
sufficient revenues to produce net income.

We are currently controlled by principal stockholders, officers and directors.

     Our principal stockholders, officers and directors own approximately 32.3%
of the outstanding Company common stock. This concentration of ownership may,
among other things, have the effect of delaying or preventing a change in
control of the Company. Accordingly, investors will have no right or power to
take part in the management or control of the business of the Company, and a
limited right to influence the election of its directors.

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There is a relatively illiquid market for the securities of the Company and no
assurance that a liquid market will ever develop.

     The Company's common stock is only thinly traded and there can be no
assurance that a liquid market will ever develop. Accordingly, holders of the
Company's common stock may be required to bear the economic consequences of
holding such securities for an indefinite period of time.

Penny stock regulations may decrease your ability to sell the underlying common
stock.

     The SEC has adopted rules that regulate broker-dealer practices in
connection with transactions in "penny stocks." Penny stocks generally are
equity securities with a price of less than $5.00. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from the rules, to deliver a standardized risk disclosure document prepared by
the SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market. These disclosure requirements and others may
have the effect of reducing the level of trading activity in any secondary
market for a stock that becomes subject to the penny stock rules.

We have not paid any dividends and we do not anticipate doing so in the near
future.

     We have paid no dividends on our common stock and we intend to retain
future earnings to fund our operations. Therefore, we do not anticipate paying
any cash dividends on our common stock in the foreseeable future. Consequently,
investors should look to potential increases in the value of the stock, rather
than dividends, to justify their investment. However, we cannot assure any
investor that the value of their stock will increase.

We are in an intensely competitive industry.

     The Internet industry is highly competitive, and has few barriers to entry.
We believe that our ability to compete depends on many factors both within and
beyond our control, including the following:

               .    the timing and market acceptance of the our business model;

               .    the effectiveness of our website in attracting potential
                    customers;

               .    the number and types of strategic relationships we enter
                    into (including e-commerce partnerships); and

               .    our marketing efforts.

     At this time, there are relatively few other websites offering similar
services as those offered by the Company. However, it should be expected that in
the future we will compete with additional companies, many of which may have
greater financial resources than our Company. We can provide no assurance that
we will be able to successfully compete in this market.

Our industry depends on discretionary consumer spending.

     Our success depends upon a number of factors relating to consumer spending,
including future economic conditions affecting disposable consumer income such
as employment, business conditions, interest rates and tax rates. There can be
no assurance that consumer spending in general or spending on recreational
activities in particular will not decline, thereby adversely affecting our
future viability and profitability, or that our business will not be adversely
affected by future downturns in the on-line entertainment industry.

There is an unproven market for our products and no formal market surveys have
been conducted.

     The industry in which the Company plans to operate - as an entertainment
content provider over the Internet - is new and, although promising for the long
term, remains unproven. As Internet entertainment companies refine their
operations over the next few years, the ability to provide the level of quality
entertainment

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<PAGE>

content that is expected by consumers will be a critical factor in determining
the future of the industry and of the Company in particular. Further, no formal
market studies have been undertaken by the Company with respect to the types of
services it plans to offer, and none are currently planned. Therefore, there can
be no assurance that its planned entertainment operations will achieve market
acceptance (or sufficient market acceptance to make the Company's operations
commercially viable) among its target consumer market. The failure to achieve
market acceptance (or sufficient market acceptance to make the Company's
operations profitable), would have a material adverse effect on the Company's
business and financial condition and could result in the failure of the Company
to achieve or sustain viable commercial operations of any kind in the future.

We rely upon an internally developed web-site, and network infrastructure and
transaction-processing systems.

     The satisfactory performance, reliability and availability of the Company's
website, transaction-processing systems and network infrastructure are critical
to its operating results, as well as to its ability to attract and retain
customers and maintain adequate customer service levels. Any system
interruptions that result in the unavailability of the website or reduced
performance of the transaction systems would reduce the volume of sales and the
attractiveness of the Company's service offerings. This would seriously harm our
business, operating results and financial condition. Management expects that it
will need to periodically upgrade its system architecture to accommodate
increased traffic and processing needs as the Company's business develops.
Management expects this process to be time consuming and expensive without any
assurance that such upgrades will be successful. The Company uses internally
developed systems for our website and intends to use internal systems for
substantially all aspects of transaction processing, including customer
profiling and order verifications. As with any Internet based system, periodic
system interruptions due to server failure are expected to occur from time to
time. If the Company fails to rapidly upgrade its website and related customer
service systems in order to accommodate increased traffic, it is likely that it
will lose customers, which would reduce net sales and profitability. In
addition, the failure to rapidly upgrade its website or expand these computer
systems without system downtime would further reduce the Company's net sales. It
is possible that the Company may experience difficulty in improving and
maintaining its systems if employees or contractors that develop or maintain the
computer systems become unavailable.

Our business is dependent on the maintenance of the Internet infrastructure.

     Our success will depend, in large part, upon the maintenance of the
Internet infrastructure, as a reliable network backbone with the necessary
speed, data capacity, and security. To the extent that the Internet continues to
experience increased numbers of users, frequency of use, or increased
requirements of users, we can provide no assurance that the Internet
infrastructure will continue to be able to support the demands placed on it or
that the performance or reliability of the Internet will not be adversely
affected. Furthermore, the Internet has experienced a variety of outages and
other delays as a result of damage to portions of its infrastructure, and such
outages and delays could adversely affect the level of traffic on our website.
In addition, the Internet could lose its viability as a form of media due to
delays in the development or adoption of new standards and protocols that can
handle increased levels of activity. If the necessary infrastructure, standards
or protocols, or complimentary products, services, or facilities are not
developed, or if the Internet does not become a viable commercial medium, our
business will be materially and adversely affected. Even if such
infrastructures, standards or protocols, or complementary products, services, or
facilities are developed, we can provide no assurance that we will not be
required to incur substantial expenditures in order to adapt our solutions to
such changing or emerging technologies.

There is a risk of technological obsolescence in our industry.

     The market for Internet services is characterised by rapidly changing
technology, evolving industry standards, new delivery systems, changes in client
needs and frequent new service and product introductions. The introduction of
new technologies and industry standards may render the Company's existing
services or underlying technology obsolete or unmarketable. Any failure to use
new technologies effectively, to shift to new delivery systems efficiently, to
develop technical expertise and new services or to enhance existing services on
a timely basis, either internally or through arrangements with third parties,
could have a materially adverse effect on the Company's business, financial
condition and operating results. If the Company faces material delays in
introducing new services, products and enhancements, customers may forego the
use of the Company's services and use those of competitors. To remain
competitive, the Company must continue to enhance and improve the functionality
and features of its website. To develop its website and technology entails
significant technical and business risks. The

                                       11
<PAGE>

Company may use new technologies ineffectively or it may fail to adapt its
technology to meet customer requirements or emerging industry standards. The
Company's ability to remain competitive will depend in significant part upon its
ability to continually upgrade its systems and service to keep up with such
technological advances and changes in a timely and cost-effective manner in
response to both evolving demands of the marketplace and product/service
offerings of its competitors. There can be no assurance that the Company will be
successful in keeping up with technological changes on a timely and cost-
effective basis or that it will have adequate financing to make necessary
upgrades in its system and service in order to maintain a competitive advantage
in the market place.

We may face liability for Internet content.

     As a publisher of online content, the Company faces potential liability for
defamation, negligence, copyright, patent or trademark infringement, or other
claims based on the nature and content of materials that are published or
distributed. In such case, the Company's reputation and business may suffer. In
the past, plaintiffs have brought these types of claims and sometimes
successfully litigated them against online companies. In addition, the Company
could be exposed to liability with respect to the unauthorized duplication of
content or unauthorized use of other parties' proprietary technology. Although
the Company plans to carry general liability insurance, most available insurance
currently does not cover claims of these types. No assurance can be given that
the Company will be able to obtain insurance to cover such claims on reasonable
terms or that it will be adequate to indemnify it for all liability that may be
imposed. Any imposition of liability that is not covered by insurance or that is
in excess of the Company's insurance coverage would decrease the Company's
earnings.

Governmental regulation and legal uncertainties may affect our business.

     We are not currently subject to direct regulation by any governmental
agency, other than regulations applicable to businesses generally and laws or
regulations directly applicable to online commerce. However, due to the
increasing popularity and use of the Internet and other online services, it is
possible that a number of laws and regulations may be adopted with respect to
the Internet or other online services covering issues such as user privacy,
pricing, content, copyrights, distribution, and the quality of products and
services. Furthermore, the growth and development of the market for online
commerce may prompt calls for more stringent consumer protection laws that may
impose additional burdens on those companies conducting business online. The
adoption of any additional laws or regulations may decrease the growth of the
Internet or other online services and consequently decrease the demand for our
products and services and increase our cost of doing business. Moreover, the
applicability to the Internet and other online services of existing laws in
various jurisdictions governing issues such as property ownership, sales and
other taxes, libel and personal privacy is uncertain and may take years to
resolve. Any such new legislation, the application of laws and regulations from
jurisdictions whose laws do not currently apply to our business, or the
application of existing laws to the Internet could have a material adverse
effect on our business.

Although difficult to discuss with certainty, management believes the following
areas are of greatest concern:

     .  Regulation - As the Internet continues to evolve, it is a virtual
certainty that federal, state or foreign agencies will adopt regulations
covering issues such as user privacy, pricing, content and quality of products
and services. The Telecommunications Act of 1996 and the Communications Decency
Act of 1996 already prohibit some types of information and content from being
transmitted over the Internet. Although the scope of these prohibitions and the
liability associated with violations are currently unsettled and substantial
portions of the acts have been held unconstitutional, no one can predict what
effect this legislation or similar legislation will have on the Company's
business.

     .  General Taxation Issues - Tax treatment of the Internet and e-commerce
is currently unsettled. A number of proposals have been made by federal, state
and local lawmaking bodies and by foreign governments that could impose taxes on
sales, services and other Internet activities. In October 1998, the Internet Tax
Freedom Act was signed into law, placing a 3-year federal moratorium on new
state and local taxes on Internet commerce. However, future laws imposing taxes
or other regulations on commerce over the Internet may substantially impair the
growth of e-commerce and as a result, materially adversely affect our business,
financial condition and operating results.

                                       12
<PAGE>

     .  Imposition of Sales or Similar Consumer Taxes. If one or more states or
any foreign country successfully asserts that the Company should collect sales
or other taxes on the sale of products, net sales and results of operations
could be harmed. Currently, there is no obligation to collect sales or other
similar taxes for physical shipments of goods into states other than Texas.
However, one or more local, state or foreign jurisdictions may seek to impose
sales tax collection obligations. In addition, any new operation could subject
product shipments in other states to state sales taxes under current or future
laws. If the Company becomes obligated to collect sales taxes, it will need to
update and modify the system that processes customer orders to calculate the
appropriate sales tax for each customer order and to remit the collected sales
taxes to the appropriate authorities. These upgrades will increase operating
expenses. Also, customers may be discouraged from purchasing products because
they have to pay sales tax, thus causing net sales to decrease.

We risk capacity constraints on our website.

     A key element of our strategy is to generate a high volume of traffic on
our website. Accordingly, the satisfactory performance, reliability, and
availability of our website and network infrastructure will be critical to our
reputation and ability to attract and retain customers and maintain adequate
customer service levels. Our revenues will depend on the number of visitors who
select customers through our website and the volume of customers that we are
able to attract. We may experience periodic system interruptions from time to
time. Any substantial increase in the volume of traffic on our website will
require us to expand and upgrade further our technology and network
infrastructure. We can give no assurance that we will be able to accurately
project the rate or timing of increases, if any, in the use of our website or
timely expand and upgrade our systems and infrastructure to accommodate such
increases. In addition, even if we are able to project such needs, we can give
no assurance that we will have sufficient capital to adequately and timely
expand or upgrade our systems and infrastructure.

The failure of our online security measures could be significant.

     The Company's relationships with its customers may be adversely affected if
any security measures that are used to protect their personal information, such
as credit card numbers, are ineffective. If, as a result, the Company loses many
of its customers, its net sales could decrease. The Company relies on security
and authentication technology that it licenses from third parties. With this
technology, Company personnel can perform real-time credit card authorization
and bank verification. No one can predict whether events or developments will
result in a compromise or breach of such technology. Furthermore, the Company's
servers may be vulnerable to computer viruses, physical or electronic break-ins
and similar disruptions. It may be necessary to expend significant additional
capital and other resources to protect against a security breach or to alleviate
problems caused by any such breaches. No assurance can be given that the Company
can prevent all security breaches.

The impact of significant credit card fraud could be significant.

     A failure to adequately control fraudulent credit card transactions would
reduce net sales and adversely impact gross margins because the Company does not
carry insurance against this risk. The Company intends to develop procedures to
help detect the fraudulent use of credit card information. The Company may
realize losses as a result of orders placed with fraudulent credit card data
even though the associated financial institution approved payment of the orders.
Under current credit card practices, the Company is liable for fraudulent credit
card transactions

     The order in which the foregoing risk factors appear is not intended as an
indication of relative weight or importance thereof. In addition, the foregoing
list of risk factors does not purport to be a complete discussion of the risks
attendant to the Company's business.

                                       13
<PAGE>

ITEM 2.  PROPERTIES

     During the fiscal year ended September 30, 2000, Santa Maria, maintained an
address at the offices of two shareholders located at 5015 Sahara Ave., 125-209,
Las Vegas, Nevada, 89102 and 3535 E. Pacific Coast Highway, #11, Corona del Mar,
California 92625. Additionally, Santa Maria rented as its executive offices
approximately 400 square feet of office space from an independent third party at
14605 N. Airport Drive, suite 308, Scottsdale, AZ 85260.

     Effective October 12, 2000, the Company's principal executive offices were
moved to 17117 W. Nine Mile Road, Suite 1515, Southfield, MI 48075, and its
telephone number changed to (248) 569-3188. The Company operates from leased
premises under a 5 year lease which expires in 2002. The Company considers its
current facilities to be adequate for its currently planned operations.

ITEM 3.  LEGAL PROCEEDINGS

     During the fiscal year ended September 30, 2000, the Company was not a
party to legal proceedings requiring disclosure pursuant to the instructions to
this item, and none of the Company's officers or directors are involved in any
litigation in their capacities as such officers or directors of the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Based on representations made to current management during the Merger, the
Company believes that the Merger and Santa Maria's transfer of its mineral
rights to third parties pursuant to the Merger Agreement was approved by
stockholders holding a majority of the votes of the outstanding voting
securities of Santa Maria.

                                       14
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's securities are quoted on the OTC Bulletin Board. The
Company's shares originally began trading on December 20, 1993 under the symbol
"PREG." On August 19, 1997 the Company changed its trading symbol to "SMRR," and
as of October 17, 2000, the Company's new post-Merger trading symbol is
"FTST.OB."

     The following table sets forth for the periods indicated the range of high
and low closing bid quotations for the Company's common stock during the past
two fiscal years. All figures in the following table have been adjusted to
reflect a 1-for-10 reverse split of the Company's Shares in November 1997, and a
1-for-2 reverse split of the Company's Shares in October 2000:

     PERIOD                                          HIGH          LOW

     Quarter ended December 31, 1998               $ 0.1563     $  0.0313
     Quarter ended March 31, 1999                  $   0.17     $  0.0313
     Quarter ended June 30, 1999                   $   0.16     $    0.10
     Quarter ended September 30, 1999              $   0.28     $  0.0313
     Quarter ended December 31, 1999               $   0.04     $  0.0313
     Quarter ended March 30, 2000                  $ 0.1875     $  0.0313
     Quarter ended June 30, 2000                   $    0.5     $    0.05
     Quarter ended September 30, 2000              $   1.65     $   0.281

     On December 18, 2000 the reported closing price for the Company's common
stock was $0.437 per share; there were 133 record holders of the Company's
shares.

     The Company has not paid any dividends and there are presently no plans to
pay any such dividends in the foreseeable future. The declaration and payment of
dividends in the future will be determined by the Board of Directors in light of
conditions then existing, including earning, financial condition, capital
requirements and other factors. There are no contractual restrictions on the
Company's present or future ability to pay dividends. Further, there are no
restrictions on any of the Company's subsidiaries which would, in the future,
adversely affect the Company's ability to pay dividends to its shareholders.

Recent Sales of unregistered securities.

     Current management believes that no unregistered securities were issued by
Santa Maria during the fiscal year ended September 30, 2000.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

You should read the following discussion and analysis in conjunction with the
Consolidated Financial Statements and Notes thereto, and the other financial
data appearing elsewhere in this Report.

     The information set forth in Management's Discussion and Analysis of
Financial Condition and Results of Operations ("MD&A") contains certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995, including,
among others (i) expected changes in the Company's revenues and profitability,
(ii) prospective business opportunities and (iii) the Company's strategy for
financing its business. Forward-looking statements are statements other than
historical information or statements of current condition. Some forward-looking
statements may be identified by use of terms such as "believes", "anticipates",
"intends" or "expects". These forward-looking statements relate to the plans,
objectives and expectations of the Company for future operations. Although the
Company believes that its expectations with respect to the forward-looking
statements are based upon reasonable assumptions within the bounds of its
knowledge of its business and

                                       15
<PAGE>

operations, in light of the risks and uncertainties inherent in all future
projections, the inclusion of forward-looking statements in this report should
not be regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved.

     The Company's revenues and results of operations could differ materially
from those projected in the forward-looking statements as a result of numerous
factors, including, but not limited to, the following: (i) changes in external
competitive market factors, (ii) termination of certain operating agreements or
inability to enter into additional operating agreements, (iii) inability to
satisfy anticipated working capital or other cash requirements, (iv) changes in
or developments under domestic or foreign laws, regulations, licensing
requirements or telecommunications standards, (v) changes in the Company's
business strategy or an inability to execute its strategy due to unanticipated
changes in the market, (vi) various competitive factors that may prevent the
Company from competing successfully in the marketplace, and (ix) the Company's
lack of liquidity and its ability to raise additional capital. In light of these
risks and uncertainties, there can be no assurance that actual results,
performance or achievements of the Company will not differ materially from any
future results, performance or achievements expressed or implied by such
forward-looking statements. The foregoing review of important factors should not
be construed as exhaustive. The Company undertakes no obligation to release
publicly the results of any future revisions it may make to forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.

The following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto.

     The Company is a "development stage" company. During the fiscal year ended
September 30, 2000, the Company's operations centered around the acquisition and
maintenance of mining leases designated as the Santa Maria Mine (see
"Description of Our Former Business" above). During the fiscal year, the Company
did not commence commercial mining operations on its property. The annual
operating costs incurred to date were primarily for the maintenance of the
leases and the accumulation of data in anticipation of mining operations.

Discussion of Financial Condition.

     As a result of the transfer of assets and repayment of outstanding
liabilities effected in connection with the Merger, on a consolidated basis, as
of September 30, 2000 the Company had total assets of $ 0 with total liabilities
of $0 (compared with $643,186 and $41,237 respectively for September 30, 1999).

     In December 2000, the Company effected an initial closing on a private
placement of Common Stock to accredited investors. In connection with the
initial closing the Company issued 560,365 shares of Common Stock and Warrants
to purchase an additional 124,626 shares, for an aggregate consideration of
approximately $560,000. The Company expects to require significant additional
funds in order to further its post-Merger business plan. At present, the Company
has not identified any source for such funding. Based upon available cash on
hand, management is of the opinion that, without additional financing, the
Company will have adequate funds available only to meet its cash needs for the
next three (3) months.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>
Financial Statements:                                                                    Reference:
--------------------                                                                     ---------
<S>                                                                                      <C>
Independent Auditors' Reports                                                            F-1  -  F-2

Balance Sheet as of the years ended September 30, 2000, 1999, 1998 and 1997              F-3

Statement of Operations for the years ended September 30, 2000, 1999, 1998 and 1997      F-4

Statement of Changes in Stockholders' Equity from Inception (May 22, 1989) to
September 30, 2000                                                                       F-6 - F-7

Statement of Cash Flows for the years ended September 30, 2000, 1999, 1998 and 1997      F-8

Notes to Financial Statements                                                            F-8  -  F-11
</TABLE>

                                       16
<PAGE>

BRIAN DONAHUE, C.P.A
CERTIFIED PUBLIC ACCOUNTANT
27 Beach Road, Monmouth Beach, NJ 07750
Phone/fax:  732-229-7723



                          INDEPENDENT AUDITORS REPORT


The Shareholders
Santa Maria Resources Inc.

I have audited the accompanying balance sheet of Santa Maria Resources Inc. as
of September 30, 2000 and the related restated statements of income and changes
in stockholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of management. My responsibility is to express
an opinion on these financial statements based on my audit. The financial
statements of Santa Maria Resources Inc. for the years ended September 30, 1999,
1998, and 1997 were audited by other auditors whose report, dated February 2,
2000, expressed an unqualified opinion on those financial statements and is
included herein.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements presented are free from
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 the management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Santa Maria Resources Inc. as of
September 30, 2000 and the results of operations, changes in stockholders'
equity, and cash flows for the year then ended in conformity with generally
accepted accounting principles consistently applied.

/s/ Brian Donahue

Brian Donahue
Monmouth Beach, NJ.
December 21, 2000

                                      F-1
<PAGE>

HENRY SCHIFFER, CPA
An Accountancy Corporation
315 South Beverly Drive, Suite 302
Beverly Hills, CA 90212
Phone:  310.286.6830  Fax: 310.286.6840


                          INDEPENDENT AUDITORS REPORT


The Shareholders
Santa Maria Resources Inc.

I have audited the accompanying balance sheet of Santa Maria Resources Inc.
(formerly Program Entertainment Group, Inc.) as of September 30, 1999, 1998, and
1997 and the related restated statements of income and changes in stockholders'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of management. My responsibility is to express an opinion on
these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements presented are free from
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 the management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Santa Maria Resources Inc. for the
dates indicated above and the results of operations, stockholders' equity and
cash flows for the year then ended in conformity with generally accepted
accounting principles consistently applied.

/s/ Henry Schiffer

Henry Schiffer
Certified Public Accountant
Beverly Hills, CA
February 2, 2000

                                      F-2
<PAGE>

                          SANTA MARIA RESOURCES, INC.
                         (a Development Stage Company)
                                 BALANCE SHEET
                     AS OF THE YEAR ENDED SEPTEMBER 30/th/

<TABLE>
<CAPTION>
                                                                       9/30/00         9/30/99          9/30/98           9/30/97
<S>                                                                  <C>              <C>              <C>              <C>
ASSETS
  Current assets:
     Cash                                                            $         0      $    43,186      $    41,237      $         0
                                                                     -----------      -----------      -----------      -----------

         Total Current Assets                                                  0           43,186           41,237                0

  Other asset:
     Mining claims                                                             0          600,000          600,000          600,000
                                                                     -----------      -----------      -----------      -----------

              Total Assets                                           $         0      $   643,186      $   641,237      $   600,000
                                                                     ===========      ===========      ===========      ===========

LIABILITIES & STOCKHOLDERS' EQUITY

  Current liabilities:
     Payable to stockholder                                          $         0      $    41,237      $    41,237      $         0
                                                                     -----------      -----------      -----------      -----------

         Total Current Liabilities                                             0           41,237           41,237                0

  Stockholders' Equity:
     Common stock, $.001 par value; authorized
       100,000,000 shares, issued, and outstanding
       6,000,583 at September 30, 2000                                     6,001            6,001            6,001            6,001
     Additional paid in capital                                        2,012,618        1,989,868        1,961,214        1,902,546
     Retained deficit                                                 (1,218,416)      (1,218,416)      (1,218,416)      (1,218,416)
     Retained deficit during the development stage                      (800,203)        (175,504)        (148,799)         (90,131)
                                                                     -----------      -----------      -----------      -----------
            Total stockholders' equity                                         0          601,949          600,000          600,000
                                                                     -----------      -----------      -----------      -----------

              Total Liabilities & Stockholders' Equity               $         0      $   643,186      $   641,237      $   600,000
                                                                     ===========      ===========      ===========      ===========
</TABLE>

Please see the notes to the financial statements.

                                      F-3
<PAGE>

                          SANTA MARIA RESOURCES, INC.
                         (a Development Stage Company)
                            STATEMENT OF OPERATIONS
                     FOR THE YEARS ENDED SEPTEMBER 30/th/

<TABLE>
<CAPTION>
                                                              9/30/00             9/30/99             9/30/98             9/30/97
<S>                                                         <C>                 <C>                 <C>                 <C>
Net sales                                                   $         0         $         0         $         0         $         0
Less cost of sales                                                    0                   0                   0                   0
                                                            -----------         -----------         -----------         -----------

Gross profit                                                          0                   0                   0                   0

Administrative expenses:
   Consulting                                                     8,847              10,788              16,255              52,459
   Geology                                                            0               1,760               9,443              10,137
   Rent                                                           4,111              14,820              14,560               8,124
   Communications                                                 3,133                 687               5,027               2,097
   Office administration                                          8,608                 599              13,383              17,314
                                                            -----------         -----------         -----------         -----------

Total administrative expenses                                    24,699              28,654              58,668              90,131

Loss from Operations                                            (24,699)            (28,654)            (58,668)            (90,131)

Other Income (expenses):
    Loss on sale of mining claim                               (600,000)                  0                   0                   0
    Interest income                                                   0               1,949                   0                   0
    Interest expense                                                  0                   0                   0                   0
                                                            -----------         -----------         -----------         -----------

Net Loss before income tax provision                           (624,699)            (26,705)            (58,668)            (90,131)

Provision for income taxes                                            0                   0                   0                   0
                                                            -----------         -----------         -----------         -----------

Net Loss                                                    ($  624,699)        ($   26,705)        ($   58,668)        ($   90,131)
                                                            ===========         ===========         ===========         ===========

Earnings per common share:
Basic                                                       ($     0.10)        ($     0.00)        ($     0.01)        ($     0.02)

Weighted average of common shares:
Basic                                                         6,000,583           6,000,583           6,000,583           6,000,583
</TABLE>

Please see the notes to the financial statements.

                                      F-4
<PAGE>

                          SANTA MARIA RESOURCES, INC.
                         (a Development Stage Company)
                            STATEMENT OF CASH FLOWS
                     FOR THE YEARS ENDED SEPTEMBER 30/th/

<TABLE>
<CAPTION>
                                                                         9/30/00         9/30/99          9/30/98           9/30/97
<S>                                                                    <C>              <C>              <C>              <C>
Operating Activities:
  Net Loss                                                             ($624,699)       ($ 26,705)       ($ 58,668)       ($ 90,131)
  Adjustments to reconcile net income items
    not requiring the use of cash:
     Loss on sale of mining claim                                        600,000                0                0                0
     Stock issued for services                                                 0                0                0           29,757
                                                                      ----------       ----------       ----------       ----------
Net cash used by operations                                              (24,699)         (26,705)         (58,668)         (60,374)

Financing Activities:
     Payable to stockholder                                              (41,237)               0           41,237                0
     Issuance of common stock                                                  0                0                0           60,374
     Contributed capital by stockholder                                   22,750           28,654           58,668                0
                                                                      ----------       ----------       ----------       ----------
Net cash provided by financing activities                                (18,487)          28,654           99,905           60,374
                                                                      ----------       ----------       ----------       ----------

Net increase (decrease) in cash during the period                        (43,186)           1,949           41,237                0

Cash balance at beginning of period                                       43,186           41,237                0                0
                                                                      ----------       ----------       ----------       ----------

Cash balance at end of period                                         $        0       $   43,186       $   41,237       $        0
                                                                      ==========       ==========       ==========       ==========

Supplemental disclosures of cash flow information:
     Interest paid during the fiscal year                             $        0       $        0       $        0       $        0
     Income taxes paid during the fiscal year                         $        0       $        0       $        0       $        0
</TABLE>

Please see the notes to the financial statements.

                                      F-5
<PAGE>

                          SANTA MARIA RESOURCES, INC.
                         (a Development Stage Company)
                  STATEMENT OF CHANGES IN SHAREHOLDER EQUITY
              FROM INCEPTION (MAY 22, 1989 TO SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                  Common         Common        Paid in       Unearned       Retained
                                                  Shares         Amount        Capital     Compensation     Deficit        Total
                                               -----------    -----------    -----------   ------------   -----------   -----------
<S>                                            <C>            <C>           <C>            <C>           <C>            <C>
Inception                                                0    $         0    $         0                  $         0   $         0

Shares issued for Axiom                          4,470,000          5,000         16,000                     (376,000)     (355,000)

Issuance of common stock                        12,700,000         12,000      1,153,000       (63,000)                   1,102,000

Amortization of unearned compensation                                                            4,000                        4,000

Net income for the fiscal year 1990                                                                           955,000       955,000
                                               -----------    -----------    -----------   -----------    -----------   -----------

Balance at March 31, 1990                       17,170,000         17,000      1,169,000       (59,000)       579,000     1,706,000

Amortization of unearned compensation                                                           14,000                       14,000

Net income for the fiscal year 1991                                                                         1,094,000     1,094,000
                                               -----------    -----------    -----------   -----------    -----------   -----------

Balance at March 31, 1991                       17,170,000         17,000      1,169,000       (45,000)     1,673,000     2,814,000

Issuance of common stock                           150,000            335         32,081                                     32,416

Amortization of unearned compensation                                                           14,000                       14,000

Net income for the fiscal year 1992                                                                           452,000       452,000
                                               -----------    -----------    -----------   -----------    -----------   -----------

Balance at March 31, 1992                       17,320,000         17,335      1,201,081       (31,000)     2,125,000     3,312,416

Amortization of unearned compensation                                                           31,000                       31,000

Net loss for the fiscal year 1993                                                                          (3,147,767)   (3,147,767)
                                               -----------    -----------    -----------   -----------    -----------   -----------

Balance at March 31, 1993                       17,320,000         17,335      1,201,081             0     (1,022,767)      195,649

Net loss for the fiscal year 1994                                                                             (63,388)      (63,388)
                                               -----------    -----------    -----------   -----------    -----------   -----------

Balance at March 31, 1994                       17,320,000         17,335      1,201,081             0     (1,086,155)      132,261

Net loss for the 18 mos. ended 9/30/95                                                                       (132,261)     (132,261)
                                               -----------    -----------    -----------   -----------    -----------   -----------

Balance at September 30, 1995                   17,320,000         17,335      1,201,081             0     (1,218,416)            0

Net loss for the fiscal year 1996                                                                                   0             0
                                               -----------    -----------    -----------   -----------    -----------   -----------
</TABLE>

                                      F-6
<PAGE>

<TABLE>
<S>                                           <C>             <C>            <C>           <C>            <C>           <C>
                                              ------------    -----------    -----------   -----------    -----------   -----------
Balance at September 30, 1996                   17,320,000         17,335      1,201,081             0     (1,218,416)            0

1 for 10 reverse stock split                   (15,616,982)       (15,632)        15,632                                          0

Stock issued for mining claim                    3,000,000          3,000        597,000                                    600,000

Issuance of common stock                         1,000,000          1,000         59,374                                     60,374

Stock issued for services                          297,565            298         29,459                                     29,757

Net loss for the fiscal year 1997                                                                             (90,131)      (90,131)
                                              ------------    -----------    -----------   -----------    -----------   -----------

Balance at September 30, 1997                    6,000,583          6,001      1,902,546             0     (1,308,547)      600,000

Capital contributed by stockholder                                                58,668                                     58,668

Net loss for the fiscal year 1998                                                                             (58,668)      (58,668)
                                              ------------    -----------    -----------   -----------    -----------   -----------

Balance at September 30, 1998                    6,000,583          6,001      1,961,214             0     (1,367,215)      600,000

Capital contributed by stockholder                                                28,654                                     28,654

Net loss for the fiscal year 1999                                                                             (26,705)      (26,705)
                                              ------------    -----------    -----------   -----------    -----------   -----------

Balance at September 30, 1999                    6,000,583          6,001      1,989,868             0     (1,393,920)      601,949

Capital contributed by stockholder                                                22,750                                     22,750

Net loss for the fiscal year 2000                                                                            (624,699)     (624,699)
                                              ------------    -----------    -----------   -----------    -----------   -----------

Balance at September 30, 2000                 $  6,000,583    $     6,001    $ 2,012,618   $         0    ($2,018,619)  $         0
                                              ============    ===========    ===========   ===========    ===========   ===========
</TABLE>
Please see the notes to the financial statements.

                                      F-7
<PAGE>

                          Santa Maria Resources Inc.
                         (a Development Stage Company)
                       Notes to the Financial Statements

Note 1- Summary of Significant Accounting Policies

Description of Business- Santa Maria Resources Inc. (the "Company"), is a
publicly held corporation formed in May 1989 in the state of Nevada as The Movie
Greats Network, Inc. On August 4, 1992, the Company changed its name to the
Program Entertainment Group, Inc. and on August 5, 1997 the Company changed its
name to Santa Maria Resources Inc. The Company ceased business operations and
became inactive in 1994 and wrote of all of its assets. In 1997, the Company
recommenced operations and acquired certain mining claims in the State of
Arizona.

Use of Estimates- The preparation of the financial statements in conformity with
generally accepted accounting principals requires management to make certain
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 may differ from these estimates.

Income taxes- The Company utilizes the asset and liability approach for
financial accounting and reporting for income taxes. A valuation account is
established when necessary, to reduce deferred tax assets to the amounts
expected to be realized.

Reclassifications- Certain prior year amounts have been reclassified to conform
with the current year financial statement presentation.

Recent Pronouncements- In June 1998, the FASB issued SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities. This statement establishes
accounting and reporting standards for derivative instruments and requires
recognition of all derivative assets and liabilities in the statement of
financial position and measurement of these instruments at fair value. The
statement is effective for the Company in the year June 30, 2001. Management
believes that the adoption of SFAS No. 133 will not have a material impact on
the financial position of the Company or its results of operations and changes
in cash flows.

                                      F-8
<PAGE>

Development Stage Company- the Company has had no revenues since 1994 and its
activities have been limited to a developmental nature. The Company has
therefore has treated its activities since as a development stage company as per
Statement of Financial Accounting Standards (SFAS) No. 7. As per SFAS No.7,
financial transactions are accounted for as per generally accepted accounted
principles. Costs incurred during the development stage are accumulated in
"losses accumulated during the development stage" and are reported in the
Stockholders' Equity section of the balance sheet.

Note 2- Mining Claim

In 1997, the Company purchased 141 contiguous mining claims covering
approximately 2,960 acres in Yavapai County, Arizona for 3 million shares of
stock. This asset was assigned to another company in October 2000 prior to the
merger of the Company discussed in Note 7.

Note 3- Net Earnings Per Share

The Company apples SFAS No. 128, Earnings Per Share. In accordance with SFAS No.
128, basic net loss per share has been computed based on the weighted average of
common shares outstanding during the fiscal year. The Company has no other
financial instruments convertible into common stock outstanding at September 30,
2000

Note 4- Commitments and Contingencies

The Company is not committed to any non-cancelable operating leases at September
30, 2000.

                                      F-9
<PAGE>

Note 5- Income Taxes

Provision for income taxes is comprised of the following for the years ended
September 30th:

                                     2000              1999

Current tax expense
  Federal                         $       0           $       0
  State                                   0                   0
                                  ---------           ---------
                                  $       0           $       0
                                  =========           =========

Deferred tax benefit
  Federal                         $       0           $       0
  State                                   0                   0
                                  ---------           ---------
                                  $       0           $       0
                                  =========           =========

Deferred tax assets
   Loss carry-forwards            $ 686,331           $ 491,558
  Valuation allowance              (686,331)           (491,558
                                  ---------           ---------
                                  $       0           $       0)
                                  =========           =========

The federal statutory rate of 34% was used to compute deferred tax assets. At
September 30, 2000, the Company has a loss carry forward of $2,018,619 for
federal income tax purposes expiring in the years 2003 through 2015. Utilization
of the net operating loss in any taxable year during the carry forward period
may be subject to an annual limitation due to ownership change limitations
imposed by the tax laws.

Note 5: Litigation

The Company has no legal proceedings against it nor is aware of any pending,
threatened or contemplated, or unsatisfied judgements against it.

                                     F-10
<PAGE>

Note 7- Subsequent Event

On October 12, 2000, the Company merged with Fantasticon.com, Inc., a Delaware
corporation, whereby all of the outstanding shares of Fantasticon.com Inc. were
acquired in exchange for 6.5 million shares (post reverse 1:2 split) of common
shares of the Company. Fantasticon.com Inc. became a wholly owned subsidiary of
the Company.

Prior to the merger, the Company changed its name to Fantasticon Inc. Pursuant
to the merger, the Company effected a 1:2 reverse split of its common stock
resulting in 3,000,291 common shares being issued and outstanding at a par value
of $.002. Pursuant to the merger, the Company then issued 6.5 million shares of
common stock resulting in 9,500,291 common shares being issued and outstanding
at the consummation of the merger.

All of the Company's mining claims were assigned to U.S. Metals and Minerals
Inc., an Arizona corporation, prior to consummation of the merger and the
Company no longer holds any assets relating to its prior mining activities.

In connection with the merger, the officers and directors of the Company
resigned and were replaced by appointees of the merging wholly owned subsidiary.

                                     F-11
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

                                      17
<PAGE>

                                   PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The following identification of officers and directors, including
biographies, first sets forth the Company's present officers and directors and
then sets forth the names of officers and directors during fiscal year 2000 of
Santa Maria, predecessor to the Company:

FANTASTICON, INC.:

           Name         Age  Position Held

Henry T. Mayers          44  President, CEO, Secretary, Treasurer and Director
Rebecca David            47  Director
David Rubenstein         45  Director

                        ---
 SANTA MARIA:

       Name             Age  Position Held

Hubert Stroud            60  President, CEO and Director
Carl W. O'Baugh          66  Vice President and Director
Ekkehard "Hardy" Sieck   57  Secretary, Chief Financial Officer and Director
Larry Dietz              45  Chief Operations Officer and Director

     Directors hold office until the next annual shareholders meeting or until
their death, resignation, retirement, removal, disqualification, or until a
successor has been elected and qualified. Vacancies in the Board are filled by
majority vote of the remaining directors. Officers of the Company serve at the
will of the Board of Directors.

             BUSINESS EXPERIENCE OF CURRENT DIRECTORS AND OFFICERS

     Henry T. Mayers: President, CEO, Secretary, Treasurer and Director; age 44.
Mr. Mayers has been in the TV film and video production industry for 10 years.
He has won national awards, including two Emmys, for creativity and development.
Mayers has a BFA in film development from New York University Film School. Henry
is a visionary in the business of multimedia. He launched a video and laser disc
retail business in 1983, Hi-Tek Video, which was several years before VCRs and
CD players became everyday household appliances. Moving into film and television
production, he opened Madman Productions in 1989. His company has created
commercials for local and national advertisers, and has produced music videos
and TV specials with such stars as Aerosmith, Alice Cooper, Freddie Jackson,
Glen Campbell, Vanessa Williams and M.C. Hammer. In October 1997, Henry and
Arvell Jones, started Fantasticon.com.

     Rebecca David: Director; age 47. Ms. David was appointed to the Board of
Directors of the Company effective December 7, 2000. She is currently Chief
Executive Officer and Director of University Bank, Ann Arbor, Michigan. Prior to
joining University Bank, Ms. David worked in various positions for Franklin
Bank, Southfield, Michigan most recently serving as President from January 1999
to July 2000.

     David Rubenstein: Director; age 45. Mr. Rubenstein was appointed to the
Board of Directors of the Company effective December 7, 2000. Mr. Rubenstein was
formerly a partner in Mark Buchanan Pelle Pelle, a designer clothes manufacturer
and marketer. Mr. Rubenstein is a graduate of Wayne State University.

                                      18
<PAGE>

(b)  Identification of significant employees.

     Arvell M. Jones: Creative/Art Director; age 47, earned his BFA in Arts and
Graphics at Wayne State University, along with an Associates Science degree from
Wayne County Community College. He went on to become a renowned creator,
designer and illustrator of comic books for DC and Marvel. While there, he
produced layouts, covers, posters, lunch boxes, trading cards and other
merchandise spin-offs. Jones' creative talent was behind some of the world's
best-known super heroes, such as Superman, Batman, Iron Man, Wonder Woman and
Captain America. From 1981 to 1990, he served as Assistant Art Director for WKBD
Fox Channel 50. He was responsible for advertising, computer animation and set
design, along with the graphics for news, outdoors and vehicles. From 1990 to
1995, in addition to working with Henry Mayers, Arvell co-founded Alternative
Design, Inc., a graphic design firm which used the latest computer technology to
produce ads and promotional products for such clients as Holiday Inn, Capitol
Records, Federal Reserve Bank, Ameritech, House of Seagram, Campbell Ewald and
Chevrolet.

(c)  Family relationships.

     There are no family relationships among the officers or directors.

(d)  Involvement in certain legal proceedings.

     There have been no events under any bankruptcy act, no criminal proceedings
and no judgements or injunctions material to the evaluation of the ability and
integrity of any director or executive officer during the past five years.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of its common
stock, to file reports of ownership and changes of ownership with the Securities
and Exchange Commission ("SEC") and each exchange (or market quotation system)
on which the Company's securities are registered. Officers, directors and
greater than ten-percent stockholders are required by SEC regulation to furnish
the Company with copies of all ownership forms they file.

     Based solely on current management's review of the copies of such forms
received by it from former management, the Company believes that, during the
year ended September 30, 2000, its officers, directors, and greater than
ten-percent beneficial owners complied with all applicable filing requirements.

ITEM 10. EXECUTIVE COMPENSATION

     During the fiscal year, none of Santa Maria's officers or directors devoted
their full time to the affairs of Santa Maria and none received any compensation
for their services. Each of Santa Maria's officers received their shares of the
Company's common stock in consideration of their agreement to serve without
compensation until Santa Maria achieved commercial operations and generated
revenues or was able to otherwise secure adequate funding in order to pay such
salaries.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the security ownership of executive
officers, directors and certain beneficial owners of more than five percent (5%)
of issuer's voting securities. Unless otherwise stated, the Company believes the
shares indicated were held directly. The address for Mr. Mayers is c/o
Fantasticon, Inc., 17117 West Nine Mile, Suite 1515, Southfield, MI 48075.

                                      19
<PAGE>

Name and address                                   Amount of    Percentage
of beneficial owner           Title of Class       ownership    of Class(1)
---------------------------------------------------------------------------

Henry T. Mayers                   Common          1,500,000(2)         14.9%

Michael C. Lee                    Common            950,000(3)          9.4%
14 Woodbridge Road
Hingham, MA 02043

Richard Kraniak                   Common          1,250,000(4)         12.4%
3260 Wellington Court
West Bloomfield Hills, MI 48324


David Rubenstein                  Common             50,000(5)            *
30320 LaBrea Court
Franklin, MI 48025

Rebecca David                       --                   --              --
6630 Stillwell
West Bloomfield, MI 48322

---------------------------------------------------------------------------
Officer & Directors as a     Common               1,550,000(2)(5)      15.4%
group (3) persons
---------------------------------------------------------------------------

*Less than 1%.

(1)  Based upon a total of 10,060,657 shares of common stock issued and
     outstanding as of the date of this Report.

(2)  Includes 150,000 shares held by Mr. Mayers in trust for his minor son. All
     of such shares are subject to forfeiture pursuant to the terms of an Earn
     Out Agreement dated as of November 17, 2000, which is attached hereto as
     Exhibit 10.1.

(3)  Comprises 500,000 shares held by a corporation which Mr. Lee controls in
     conjunction with Mr. Kraniak, 150,000 shares held in a partnership Mr. Lee
     controls and 300,000 shares held in trust for Mr. Lee's children. All of
     such shares are subject to forfeiture pursuant to the terms of an Earn Out
     Agreement dated as of November 17, 2000, which is attached hereto as
     Exhibit 10.1.

(4)  Includes 300,000 shares held by a limited liability company Mr. Kraniak
     controls and 500,000 shares held by a corporation which Mr. Kraniak
     controls in conjunction with Mr. Lee. All of such shares are subject to
     forfeiture pursuant to the terms of an Earn Out Agreement dated as of
     November 17, 2000, which is attached hereto as Exhibit 10.1.

(5)  All of such shares are subject to forfeiture pursuant to the terms of an
     Earn Out Agreement dated as of November 17, 2000, which is attached hereto
     as Exhibit 10.1.

(c)  Changes in Control.

     With the exception of the terms of the Earn Out Agreement referred to above
and attached hereto as Exhibit 10.1, the Company believes that no arrangements
exist that may result in a change in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On September 30, 1998 Robert Sturges loaned $41,237 to Santa Maria for a
period of 24 months, at 6% simple interest from date of loan. These moneys were
deposited in an interest bearing account that totaled $43,185.45 as of September
30, 1999. These funds remained available for use by Santa Maria in meeting its
annual expenses in connection with its maintenance of Santa Maria's mining
claims. Mr. Sturges had deferred repayment of this loan until such time as the
Santa Maria commenced commercial operations. In connection with the Merger, this
loan was repaid to Mr. Sturges.

                                      20
<PAGE>

                                    PART IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)  EXHIBITS

     The exhibits required by Item 601 of Regulation S-B are listed in the
     Exhibit Index hereto.

(B)  REPORTS ON FORM 8-K

     On October 26, 2000, the Company filed a Current Report on Form 8-K
detailing the consummation of the Merger. In said Current Report, the Company
filed the Merger Agreement and a joint press release of Fantasticon.com, Inc.
and Santa Maria Resources, Inc. On December 27, 2000 the Company filed an
amendment on Form 8-K/A to said Current Report so as to include financial
statements in connection with the Merger.

                                      21
<PAGE>

                                  SIGNATURES

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

                                           FANTASTICON, INC.


                                           /s/ Henry Mayers
                                           ----------------
                                           Henry Mayers
                                           President and Chief Executive Officer

Dated: December 29, 2000

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

Signature                Title                          Date
---------                -----                          ----

/s/ Henry Mayers         Chief Executive Officer,       December 29, 2000
----------------
Henry Mayers             President and Director

/s/ Rebecca David        Director                       December 29, 2000
-----------------
Rebecca David

________________         Director                       December ___, 2000
David Rubenstein

                                      22
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----
<S>      <C>                                                                                 <C>
2.1      Agreement and Plan of Merger dated as of September 1, 2000 by and
         between Santa Maria Resources, Inc., Fantasticon.com, Inc. (Nevada),
         and Fantasticon.Com, Inc. (Delaware), Madman Backstage Productions, Inc.,
         and Impact Interactive, Inc., previously filed as Exhibit 10.1 to Company's
         current report on Form 8-K dated October 12, 2000 and incorporated herein
         by reference.

3.1(a)   Articles of Incorporation of the Company filed as of May 22, 1989.                      24

3.1(b)   Certificate of Amendment to Articles of Incorporation of the Company
         filed as of August 4, 1992.                                                             30

3.1(c)   Certificate of Amendment to Articles of Incorporation of the Company
          filed as of August 5, 1997.                                                            32

3.1(d)   Certificate of Amendment to Articles of Incorporation of the Company
         filed as of October 8, 1997.                                                            34

3.1(e)   Certificate of Amendment to Articles of Incorporation of the Company
         filed as of October 2, 2000.                                                            37

3.2      Amended & Restated Bylaws of the Company dated as of December 12, 1997.                 38

10.1     Earn Out Agreement dated as of November 17, 2000 by and between
         Fantasticon, Inc., the persons and entities indicated on the signature pages
         thereof and Michael C. Lee.                                                             47

21.1     Subsidiaries of the Registrant.                                                         53

27.1     Financial Data Schedule                                                                 54
</TABLE>

                                      23