--------------------------------------------------------------------------------
                                  Kirt W. James
                                    PRESIDENT
                Oasis Entertainement's Fourth Movie Project, Inc.
                   24843 Del Prado, #326 Dana Point, CA 92629
            (Name and Address of Person Authorized to Receive Notices
          and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
                                 WITH A COPY TO:
                             KARL E. RODRIGUEZ, ESQ
                     34700 Pacific Coast Highway, Suite 300
                           Capistrano Beach, CA 92624
                                 (949) 248-9561
                               fax (949) 248-1688
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                                  FORM 10-K-SB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the Year Ended September 30, 2000

                       Commission File Number:  000-28881


                Oasis Entertainment's Fourth Movie Project, Inc.
             (Exact name of Registrant as specified in its charter)

Nevada                                                                76-0528600
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

24843  Del  Prado,  Suite  326  Dana  Point,  California                   92629
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:         (949)  488-0736


Securities  registered  pursuant  to  Section  12(b)  of  the  Act:         None


Securities  registered  pursuant  to  Section  12(g)  of the Act:     14,810,000

Yes  []   No  [X]  (Indicate  by check mark whether the Registrant (1) has filed
all  report  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.)

As  of  September 30, 2000, the number of shares outstanding of the Registrant's
Common  Stock  was  14,810,000.


[]  (Indicate by check mark if disclosure of delinquent filers ( 229.405) is not
and  will  not  to  the  best  of Registrant's knowledge be contained herein, in
definitive  proxy  or information statements incorporated herein by reference or
any  amendment  hereto.)

As  of  9/30/00

     the  aggregate  number  of  shares held by non-affiliates was approximately
2,810,000.

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
14,810,000.

                        Exhibit Index is found on page 30

                                        1
<PAGE>

PART  I                                                                        3

Item  1.  Description  of  Business                                            3
      (a)  Business  Development                                               3
      (b)  Business  of  the  Issuer                                           4
      (c)  Quotability  Contingency                                            5
      (d)  Consultants                                                         5
      (e)  Number  of  total  employees  and  full-time  employees             6
      (f)  Year  2000/2001  Compliance                                         6
      (g)  Financing  Plans                                                    6
      (h)  Government  Regulation                                              6
      (i)  Planned  Acquisitions                                               6
      (j)  Reverse  Acquisition  Contingency                                   6

Item  2.  Description  of  Property                                            7

Item  3.  Legal  Proceedings                                                   7

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          7

PART  II                                                                       8

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters               8
      (a)  Market  Information                                                 8
      (b)  Holders                                                             8
      (c)  Dividends                                                           8
      (d)  Sales  of  Unregistered  Common  Stock                              8

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation        8
      (a)  Plan  of  Operation  for  the  next  twelve  months                 8
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                          9

Item  7.  Financial  Statements                                               11

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          13

PART  III                                                                     14

Item  9.  Directors and Executive Officers, Promoters and Control Persons     14

Item  10.  Executive  Compensation                                            16

Item  11.  Security Ownership of Certain Beneficial Owners and Management     16
      (a)  Security  Ownership  of  Certain  Beneficial  Owners               16
      (b)  Security  Ownership  of  Management                                17
      (c)  Changes  in  Control                                               17

Item  12.  Certain  Relationships  and  Related  Transactions                 18

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   19
      (a)  Financial  Statements                                              19
      (b)  Form  8-K  Reports                                                 19
      (c)  Exhibits                                                           19

                                        2
<PAGE>

                          UNNUMBERED ITEM: INTRODUCTION


          Our  1934  Act  Registration Statement (effective but not yet clear of
SEC  comments) was filed voluntarily pursuant to Section 12(g) of the Securities
Exchange  Act  of  1934,  in  order  to comply with the requirements of National
Association of Securities Dealers for quotation on the Over-the-Counter Bulletin
Board,  often  called  OTCBB  .  Our common stock is not presently quoted on any
exchange  at  the  present  time.  The  requirements  of  the OTCBB are that the
financial  statements  and  information  about  the  Registrant  be  reported
periodically to the Commission and be and become information that the public can
access  easily.  This  Registrant  wishes  to  report  and  provide  disclosure
voluntarily,  and will file periodic reports in the event that its obligation to
file  such  reports  is  suspended  under  the  Exchange  Act.

     If  and when our 1934 Act Registration is clear of comments by the staff of
the  Commission,  we  will  be  eligible  for  consideration  for the OTCBB upon
submission  of one or more NASD members for permission to publish quotes for the
purchase  and  sale  of  the  shares  of  the  common  stock  of the Registrant.

                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.


 (A)  BUSINESS  DEVELOPMENT.

      (1)  FORM AND YEAR OF ORGANIZATION. This Corporation Oasis Entertainment's
Fourth  Movie Project, Inc. was duly incorporated in Nevada on April 9, 1998. We
have  on  file  with  the  Securities  and  Exchange  Commission an Amended Form
1-A/Regulation  A Offering Statement (File No. 24-3948) under the Securities Act
of 1933, as amended. In that Offering Statement our business was described to be
the production of low-budget films for theatrical, cable and video release. As a
practical  matter,  we  are  required  to  register our common stock pursuant to
12(g)  of  the 1934 Act, and to pursue continued acceptance for quotation on the
OTCBB.  There  are no lock-up or shareholder pooling agreements between or among
our  shareholders.  All  shares  are  owned  and controlled independently by the
persons  to  whom  they  are  issued.  We  have  no  Internet  address.

     FOUNDERS  SHARES:  On April 9, 1998 5,000,000 shares of
common  stock  were issued to each of the Registrant's two founders (recorded at
predecessor  cost  of  $-0-).

     FURTHER  ISSUANCES: On September 30, 1998, 1,500,000 shares of common stock
were  issued,  and  on  April  20,  1999,  3,310,000 shares of common stock were
issued, both at $0.10 per share for a total of $481,000 pursuant to an exemption
from registration in an offering made in reliance upon the exemption provided by
Regulation  A  of  the  Securities  Act  of  1933  to  a  total of 41 accredited
investors.  The  total  shares  placed pursuant to Reg A, at $0.10 per share was
4,810,000.  Please  see  Item  5(d), Sales of Unregistered Common Stock for more
invormation.

      (2)  BANKRUPTCY,  RECEIVERSHIP  OR SIMILAR PROCEEDING. None from inception
to  date.

 (B)  BUSINESS  OF  THE  ISSUER.  Pursuant  to  our  original  business plan, we
produced  one  full-length  movie  entitled  "The Blood Game" intended for adult
video and cable release. Its subject matter is adventure, and it contains nudity
and violence. It was completed in November of 1999. The movie was produced for a
cost  of  $168,430.  We  have as yet been unsuccessful in our efforts to sell or
distribute  this  movie. While we have not abandoned our intention to market our
production,  there  are no assurances that we will be able to sell or distribute
this movie. If we are unsuccessful in these efforts, or if there is only limited
distribution  of  the  movie, then all or a part of the investment in production

                                        3
<PAGE>

cost  may  be lost. For accounting purposes the capitalized costs for this movie
were written off as an impairment loss during the year ended September 30, 1999.
We do not presently enjoy sufficient funds to attempt another production. We are
evaluating  the  feasibility  of  seeking  new  funding  for  that  purpose.

     BLOOD  GAME.  The  subject  of the movie is an erotic action thriller based
upon  a  man's  struggle  to  rescue a woman from a gang of weekend warriors and
winds up having to rescue himself. The movie was completed in November 1999. The
distribution  efforts began in late December 1999 when over sixty preview copies
were  sent  to  distributors  accepting  this  type  of  genre. The distribution
consisted  of  media  packets  containing  copies of the film and trailer, a one
sheet  on  the  movie  and  stars,  and  a personalized letter to the individual
distributors.  The  media  packets  were received on or around January 10, 2000.
There  were  two responses that proposed purchasing and/or distributing options,
Troma  Films  and  Victory  Multimedia.  These  negotiations  are  currently  in
progress,  however,  they  have  been  slow  and  unassuring  of  a  profitable
distribution  and/  or  purchase  agreement.

     As  a  practical  matter,  the  marketing  of  Blood  Game  may require and
indefinite  period.  Tastes,  trends  and  interests of distributors change over
time.  Should  preset  discussions  fail  to result in marketing the project, we
would  continue  to  promote  its  availability,  periodically.

     Due  to the distribution problems encountered with the "Blood Game" and due
to  recent  changes  in  the  entertainment industry regarding the technological
demands of producing, the Officers and Directors of Registrant have reviewed and
analyzed  the  current  business  plan  of  "producing  low  budget movies." The
business analysis concluded that the current business plan projected diminishing
returns  and  great  margins  of  risk. The technology in the movie industry was
changing  so  rapidly  that the cost for production may exceed gross revenue for
"made-for-cable  and  video features." The industry trade publications predicted
that  the  following two years would see an emergence of the major movie studios
into  the  smaller  markets  such  as  "made-for-cable  and  video  features,"
independent films, and Internet programming due to the changes in market demands
for  content,  medium and genre. The Registrant also lacks the capital resources
presently  to  fund  multiple  productions  in  one  period,  which is a growing
necessity  to  compete  in  the  industry.  Accordingly,  we may seek additional
funding  from  our  existing  shareholders  or  the  public,  to attempt further
production,  but  we  have  not  determined whether such a course is in the best
interests  of  our  shareholders.

     INFOMERCIALS.  Meanwhile,  an  opportunity  to  produce  and finance direct
response  television  programs  arose.  An  emerging  "Direct Response" company,
Reliant Interactive Media Corp. ("Reliant") approached the Registrant to finance
and  co-produce  direct-response  television  and electronic retailing programs.
Reliant  is  a  full reporting public company trading under the symbol "RIMC" on
the  OTCBB.  After  extensive due diligence, we concluded that the potential for
profit  and  growth  in  this new opportunity is attractive. We have accordingly
expanded  the  scope  of  our  business to include and emphasize direct-response
retailing  production.  We invested  with Reliant for financing and co-producing
three  (3) direct-response television programs. In the Agreement between Reliant
and  Registrant,  dated  March  24,  1999,  we  provided $250,000 to Reliant for
production  of  three  infomercials.  In  consideration  of  this  financing, we
received  250,000 shares of common stock of Reliant and royalties equal to 2% of
the adjusted gross revenues defined as sales less returns, shipping and handling
charges,  received  by  Reliant  up  to  a  maximum of $625,000. Thereafter, the
royalty will be reduced to 1%. The first of the three projects did not test well
and  was  abandoned.  The  second  was  aired  but  was not well received by the
purchasing  public.  The  remaining  project tested more favorably and is airing
currently.  The  three infomercial products were Cactus Jack's Laundry Vitamins,
Daniel  Rogers  Laboratories,  Inc.'s Natural Hair Product, and Worldwide Sports
Nutrition's  Pure  Protein  Bar.  Two  were  unsuccessful.  The third project is
producing revenues to Reliant. We expect to accrue revenues from this investment
in early 2001. Our active participation in Reliant's Infomercials was limited to
financing,  some  artistic  and  technical  consulting,  and  some  production
assistance  for  the  "Natural  Hair  project.

                                        4
<PAGE>

     We  are presently engaged in discussion with Reliant for further investment
and/or  co-production  opportunities.  No  agreement  had been reached as of the
December  31,  2000.

     LOANS  TO  RELIANT. In a separate transaction we made a loan of $300,000 to
Reliant.  The  note included interest at 10% per annum. As of December 31, 1999,
principal  and  accrued  interest  owing to us stood at $116,906.  As additional
consideration  for  this  loan  and  forbearance as to prompt repayment, Reliant
issued  us  an  additional  5,000  shares  of  its  common  stock.

      We  continue  to  correspond  with Reliant with a view to participation in
future  projects  as  may become attractive for our investment. Accordingly, the
status  of our relationship with Reliant is as follows: (1) we are a shareholder
of  Reliant  (we  own  4%  of  the  common stock of Reliant); (2) we have a loan
partially unpaid owing to us from Reliant; (3) we expect to be receiving royalty
payments  in  2001 from the third project covered by our investment in 2001; (4)
Reliant  is  not  a  shareholder  of  our  corporation.

 (C)  QUOTABILITY CONTINGENCY. We are not in a position to engage in new capital
formation  until  our common stock may become qualified for quotation on the OTC
Bulletin Board or the NQB Pink Sheets. Management has determined that it must so
qualify  itself  by  this 1934 Act Registration of its common stock, as a class,
pursuant  to  12(g) of the Securities Act of 1934. There are no present plans to
abandon  our  current  business or pursue any search or evaluation of a business
combination.

 (D)  CONSULTANTS.  We  have  only  a  single  consultant,  namely  Intrepid
International  Ltd.,  a Nevada Corporation. Our three Officers and Directors are
affiliates  of  Intrepid. Information about Intrepid is found in Item 12 of Part
III.  Information  about our Officers and Directors is found in Items 4 and 5 of
this  Part  I.  Intrepid  is  a  corporate service provider. It provides us with
management services, by which its affiliates serve as our management and various
corporate  services including coordination of our auditing. Its counsel provides
us  with  services as our special securities counsel for the preparation of this
filing,  and other securities related matters. Intrepid bills us monthly for its
management  and  other  services,  on  a  time-fee  basis.  Intrepid  is  also a
shareholder  of  our  common  stock.  In  the  event  we should pursue a reverse
acquisition  at some future time, Intrepid, and its affiliates would not receive
any  compensation  in connection with such an acquisition, other than its normal
time-fees  for  services  performed.  Our  Agreement  with  Intrepid  is  public
information  provided  as  Exhibit  10.1. to our Form 10-SB-A3 and Form 10-SB-A4
Registration  Statement.  It  is  not  incorporated  by reference herein, but is
identified  and  referred  to  only.

     No  other  consultants  are  presently  engaged  nor are there any plans to
retain  any  consultants  currently  or  for  the  foreseeable future. It is, of
course,  conceivable  that  should  a  target  business be acquired, one or more
consultants  may  be  sought  out  by  the  management  of  the acquired entity,
following  a  change  of  control. As of this time, there is no basis upon which
Management  could  base anything more than mere speculation as to what manner of
consultant,  what criteria for seeking or selecting consultants, or what term of
service  any  such  consultant  might  require;  for  the  reason  that all such
consideration  would  be matters before the Management of the Registrant only if
the  reverse  acquisition contingency might arise, and after a change of control
which  would  result  from  a  reverse  acquisition.

     LOAN  FINANCING  NOT  ANTICIPATED.  There  are no foreseeable circumstances
under  which loan financing will be sought or needed during Registrant's present
development  stage.  This  statement should not be deemed to preclude additional
investment  or  funding  by  our  existing  shareholders.

     DEPENDENCE  ON MANAGEMENT. This Company is required to rely on Management's
skill,  experience  and  judgment, both in regard to extreme selectivity  and in
any  final  decision  to  pursue any particular business venture, as well as the
form  of any business combination, should agreement be reached at some uncertain

                                        5
<PAGE>

time to acquire or combine. Please see Item 6 of Part II, Managements Discussion
and  Analysis  or  Plan  of  Operation,  and  also  Item 12 of Part III, Certain
Relationships  and  Related  Transactions  for  additional  information  and
disclosure.

     COMPETITIVE BUSINESS CONDITIONS. Other better capitalized firms are engaged
in  the  business  of low-cost, direct-TV production. Competition is intense and
favors established larger producers with established distribution relationships.
We  are  at  a  significant  competitive  disadvantage  in our industry, and can
compete  only  by  producing  a superior and attractive product. There can be no
assurance  that  we  would  prove  competitively  attractive  to  the  kinds  of
transactions  we  seek.  Please See the Item 6 of part II, Management Discussion
and  Analysis,  for  more  information  and  disclosure.

 (E)  NUMBER  OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. We have three officers
who  devote  an  insubstantial  amount  of time to our affairs who serve without
compensation.  They  are  officers  and affiliates of our principal shareholder.

 (F)  YEAR  2000/2001  COMPLIANCE.  We  have  encountered  no  year 2000 or 2001
compliance  issues  or  problems.

 (G)  FINANCING  PLANS.  For  more  information,  please  see Item 6 of Part II,
Management's  Discussion  and  Analysis.

 (H)  GOVERNMENT REGULATION. There are no issues of government regulation unique
to  this  Registrant  or  its  business.

 (I)  PLANNED  ACQUISITIONS.  There  are  no  planned  acquisitions.

 (J)  REVERSE  ACQUISITION  CONTINGENCY. We have not abandoned our business plan
to  achieve  profitable  distribution of Blood Game, nor our interest in further
participation  in  direct  media  advertising.  We  recognize,  however,  the
contingency  that  our  present  business  activities  may  fail  to achieve the
profitability  for  our  shareholders  to which we are committed. Accordingly, a
mature  and  sober  analysis  of  our present business and assets requires us to
recognize  the possibility of such failure, and the contingency that we would be
required,  in  such  a  case,  to  pursue  the  acquisition  of other profitable
businesses or assets, by some form of business combination. The most likely form
of  such  a  combination  would  be  by  a  reverse  acquisition  transaction.
Accordingly,  the  following additional disclosure is presented as to the nature
of  such  a  contingency.

     In the event that we determine to pursue a Reverse Acquisition transaction,
we  would  most  likely  proceed  as  follows. We would most likely spin-off our
assets  to our shareholders, that is create a new wholly-owned subsidiary, place
our  existing  assets  into that subsidiary and then distribute the ownership of
that  subsidiary  to  our  existing  shareholders  in  proportion  to their then
existing  share  ownership.  We would likely issue a news release indicating our
interest in reverse acquisition target candidates. We would not travel or engage
in  extensive  or  expensive  advertising,  but  would  wait  for  responses and
proposals  to  others.  We  would  engage  in no capital formation activities in
connection  with  such  a  transaction.  While  it  is  forseeable that a Target
acquisition  program  may  involve  fund raising, such fund raising would not be
conducted  by  our  present management, but rather would concern the acquisition
target  and  its  management.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have  no  significant property of our own, other than the "Blood Game".
Our office services are provided by our principal consultant and are included in
its  billings as a part of our cost of doing business. All equipment involved or
which may be involved in future productions will be rented for the days actually
needed.  We  have an insubstantial inventory of copies of Blood Game. Copies can
be  produced  economically  if  required.

                                        6
<PAGE>

                           ITEM 3.  LEGAL PROCEEDINGS.

     There  are  no  legal proceedings pending, threatened or suspected, against
the  Company,  as  of  the  preparation  of  this  Report.


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

     None.

                                        7
<PAGE>

                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (A)  MARKET  INFORMATION.  The Common Stock of this Issuer is not quoted on any
trading  exchange.  To  the best of the Registrant's knowledge and belief, there
has  been no market activity, buying or selling, of our common stock, or trading
in  any  security  of  ours  at  any  time.

 (B)  HOLDERS.  There  are presently approximately 42 shareholders of the common
stock  of  this  Registrant.

 (C)  DIVIDENDS.  We  have  not paid any cash dividends on our Common Stock, and
do not anticipate paying cash dividends on its Common Stock in the next year. We
anticipate  that any income generated in the foreseeable future will be retained
for  the  development  and  expansion of our business. Future dividend policy is
subject  to  the  discretion  of  the  Board of Directors and will depend upon a
number  of  factors,  including  future  earnings,  debt  service,  capital
requirements,  business  conditions,  the financial condition of the Company and
other  factors  that  the  Board  of  Directors  may  deem  relevant.

 (D)  SALES  OF UNREGISTERED COMMON STOCK. The following disclosure includes all
sales  of  common  stock  from  inception  to  date.


------------------------------
Issuance:
Reference Number.  Original
Exemptions. . . .  Issuances
------------------------------
1-  4(2). . . . .  10,000,000
2- Reg. A . . . .   1,500,000
3- Reg. A . . . .   3,310,000
Totals. . . . . .  14,810,000
------------------------------


     On  April  9,  1998,  we  made our initial issuance of 10,000,000 shares of
common stock, and recorded at predecessor cost of $-0-, pursuant to Section 4(2)
of  the Securities Act of 1933. The prices was $0.001 per share. The shares were
issued  5,000,000  each to each of our two founders: Intrepid International S.A.
and  Giovanni  Trivella.  Both of our founders were known to us to be accredited
investor/founders,  and  both were afforded and had full access to our corporate
condition  and affairs, of the kind of information which registration would have
disclosed,  at  their  time of their investment and founding of our corporation.

     During the period from September 30, 1998 to April 22, 1999 we sold 481,000
shares  of  our  common  stock,  pursuant  to  Regulation  A, promulgated by the
Commission  under authority of Section 3(b) of the Securities Act of 1933. There
were  41  subscribers.  The price was $0.10 per shares. The purchasers were each
individually  determined  by  us  to  be  accredited investors, based upon their
experience  in  investments  of this speculative nature, and by their respective
incomes  and  net  worth.

                                        8
<PAGE>

     ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.


 (A)  PLAN  OF  OPERATION  FOR  THE  NEXT  TWELVE  MONTHS. We are considering
another more mainstream production. To do this we need not less than $250,000
nor more than $500,000.  We are interested in
further investment or co-production with Reliant. Based upon past experience, in
which  we  invested  $250,000 in three projects, we would anticipate requiring a
similar  sum  to  proceed  with  another  group  of  infomercial projects. It is
Management's  view  that  these  two  programs  should  be  funded  separately.

     We would expect to make a registered (no underwriting) offering of $500,000
for the purpose of funding another movie. We  would  expect  to  conduct  a
private limited offering among accredited investors  with  pre-existing
relationships  of  $250,000  for  the  purpose of investing  further in
infomercial projects. Our best guess is that these funding programs  will  be
opened  during  the  next  twelve  months.

     Neither  of  these  concepts have addressed the continuing need for working
capital,  and  deficit  reduction.  Management is inclined to seek an additional
$100,000  in  funding,  for  this purpose. These requirements will be phased and
allocated  appropriately in such offerings as previously described. It is highly
forseeable  that  existing shareholders, or some of them, will invest further to
cover  current losses, and limit the dilutive effects of such past losses on new
investors.

     There  can  be  no  assurance that we will be successful in raising capital
through  private  placements  or otherwise. Even if we are successful in raising
capital  through the sources specified, there can be no assurances that any such
financing would be available in a timely manner or on terms acceptable to us and
our  current  shareholders. Additional equity financing could be dilutive to our
then  existing  shareholders,  and  any  debt  financing  (if any) could involve
restrictive  covenants  with  respect  to  future capital raising activities and
other  financial  and  operational  matters.

 (B)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

      (1)  BALANCE  SHEET  SEPTEMBER  30,  2000.

<TABLE>
<CAPTION>
<S>                                    <C>        <C>                         <C>
--------------------------------------------------------------------------------------
Cash and Equivalents. . . . . . . . .       495   Notes Payable (Note 6)      146,183
--------------------------------------------------------------------------------------
Current Assets. . . . . . . . . . . .       495   Total Liabilities           146,183
--------------------------------------------------------------------------------------
Note receivable (Note 4). . . . . . .   127,030   Common Stock                 14,810
--------------------------------------------------------------------------------------
Investment Securities (Note 4). . . .   143,437   Paid-in Capital             483,398
--------------------------------------------------------------------------------------
                                                  Notes Receivables
Other Assets. . . . . . . . . . . . .   270,467   (Related Party) (Note 5)    (46,300)
--------------------------------------------------------------------------------------
                                                  Other Comprehensive Loss
                                                  (Note 4)                   (111,563)
--------------------------------------------------------------------------------------
                                                  Accumulated Deficit . . . .(215,566)
--------------------------------------------------------------------------------------
                                                  Total Equity. . . . . . . . 124,779
--------------------------------------------------------------------------------------
 Total Assets . . . . . . . . . . . .   270,962   Total Liabilities/Equity    270,962
--------------------------------------------------------------------------------------
</TABLE>

     Note 4 of our financial statements discusses our $250,000 funding agreement
with  Reliant  of  March  24,  1999,  included the issuance of 250,000 shares of
common  stock of Reliant (see Note 3) and our acquisition of an additional 5,000
shares  on  May  25, 1999, in connection with the $200,000 loan. As of September
30,  2000,  the  outstanding  principal  balance  of  the loan was $100,000 plus
$27,030  in  accrued  interest. This loan has been reclassified as a non-current
asset.

     Note  4  of  our  financial  statements  also  discusses the charge against
capital  for  the  decrease  in  the  trading  value of our Reliant shares, from
$255,000  originally  recorded  to  $143,437.

                                        9
<PAGE>

     Note  5  of  our  financial  statements discloses that, as of September 30,
2000,  we  had  $46,300 in notes receivable from related parties, all unsecured,
and  non-interest  bearing,  recorded  as  a  charge  on  capital  until  paid.

     Note  6  of  our  financial  statements  discusses  our payables to related
parties.  As of September 30, 2000 we had $146,183 in such notes. Of these loans
$56,183  is  payable  to  Intrepid  our  affiliate  consultant.

     Note  2 of our financial statements provides the cautionary disclosure that
we  do  not  have  significant  cash or other material assest, nor do we have an
established source of revenues sufficient to cover our operating costs and allow
us to continue as a going concern. It is our intent to produce revenues from the
sales  of  "B genre" movies. Until this occurs, shareholders of the Company have
committed  to  meeting  the  Company's  operating  expenses.


      (2)  PROFIT  AND  LOSS.

                                                        Inception
                                                         April 9,
                                                           1998
                                                            To
Operations . . . . .             . .  September 30       Sept 30,
                                   2000        1999        2000
----------------------------------------------------------------
Revenues:. . . . . . . .  $           0   $       0   $       0
General & Administrative        (20,395)    (45,966)    (66,361)
 Net Loss Operations . .        (20,395)    (45,966)    (66,361)
Impairment Loss. . . . .       (168,430)   (168,430)
Interest Expense . . . .        (12,580)     (4,628)    (17,208)
Interest Income. . . . .         11,548      24,885      36,433
 Net Other . . . . . . .         (1,032)   (148,173)   (149,205)
Income/(Loss
================================================================
Net Loss . . . . . . . .        (21,427)   (194,139)   (215,566)


     We  have  recorded  no  revenues to date. We expect to record revenues from
Reliant  in  2001.  Our  operating expenses for the past two years have included
substantial non-recurring legal and professional expenses in connection with our
1934 Act Registration of our common stock. Together with auditing expense, these
costs  reflect  most  of  year  2000  expenses, and a large portion of year 1999
expenses.  We would expect that $20,000 would be a minimal budget for continuing
audit  and  reporting  in  2001.

     Effective, September 30, 1999, our investment in the Blood Game was written
off  as an impairment loss. While we continue to treat the Blood Game project as
one  yet  in  progress,  we  accept that better accounting practices favors this
charge, to reflect the substantial doubt as to whether and when it may, if ever,
become a revenue producing item. Please see Note 1g of our financial statements:

     "The  Company  capitalized the costs incurred in connection with production
of  the  movie 'The Blood Game'. The Company evaluates the recoverability of the

                                       10
<PAGE>

capitalized  costs  whenever events arise that may effect recoverability, but at
least  annually.  On September 30, 1999, the Company allowed for the movie costs
in  full  due  to  its  inability  to  find  a  buyer  for  the  movie."


                                                        Inception
                                                         April 9,
                                                           1998
                                                            To
Comprehensive (loss). . .           .  September 30      Sept 30,
                                     2000        1999      2000
------------------------------------------------------------------
Holding Loss on Securities.      (111,563)         0     (111,563)
Available for Sale



          We  are  not  in  the  business  of buying and selling securities. Our
investment  in  common  shares  of Reliant were recorded at $1.00 per share when
acquired.  As  of  September 30, 2000, the fair market value of these shares was
$0.5625  per  share.  Accordingly,  this  unrealized decline in the value of the
investment  is disclosed; however, it is not included in the following per share
loss  calculations.  Please  see Note 4 of our financial statements. Please note
the  item  "Investment  in  available for sale securities" in our Balance Sheet,
under Assets, Other Assets, of $143,437. That is the present value of the common
shares  as  so  reduced.


                                                      Inception
                                                       April 9,
                                                         1998
                                                          To
 Operations                         September 30       Sept 30,
                                 2000         1999       2000
--------------------------------------------------------------
Net Loss Operations . .       (20,395)     (45,966)   (66,361)
Net Other Income/(Loss)        (1,032)    (148,173)  (149,205)
 Net Loss . . . . . . .       (21,427)    (194,139)  (215,566)
--------------------------------------------------------------
Loss per share. . . . .         (0.00)       (0.01)
Weighted Average. . . .    14,810,000   14,393,116
Shares Outstanding


     As  previously  indicated,  current  losses  reflect corporate maintenance,
legal  and  accounting,  and  public  reporting.


                         ITEM 7.  FINANCIAL STATEMENTS.

     Our  Board  of  Directors, serving as its own Audit Committee, has made the
required  reviews  as  imposed  upon  the  Audit Committee by the Securities and
Exchange  Commission  rules  and  regulations. The attached financial statements
have  been approved for content and accuracy as discussed in the following Audit
Committee  report.

--------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
FK-00     Audited  Financial  Statements for the years ended September 30, 2000,
          1999, and from inception April 9, 1998.                             13
--------------------------------------------------------------------------------

                                       11
<PAGE>

Oasis  Entertainment's  Fourth  Movie  Project,  Inc.
24843  Del  Prado,  Suite  326
Dana  Point,  California  92629
Form  Type:  10-KSB
Filing  Date:  January  12,  2001


AUDIT  COMMITTEE  REPORT


The  Audit  Committee  of  Oasis  Entertainment's 4th Movie Project ("Oasis") is
composed  of the Corporation's Board of Directors.  The members of the Committee
are  Kirt  W.  James,  J.  Dan  Sifford,  and  Karl E. Rodriguez.  The Committee
recommended,  subject  to  stockholder  ratification,  the  selection  of  the
Corporation's  independent  accountants.

Management  is  responsible  for  the  Corporation's  internal  controls and the
financial  reporting  process.  The  independent accountants are responsible for
performing  an  independent  audit  of  the Corporation's consolidated financial
statements  in  accordance with the generally accepted auditing standards and to
issue  a  report  thereon.  The  Committee's  responsibility  is  to monitor and
oversee  these  processes.

In  this context, the Committee has met and held discussions with management and
the  independent  accountants.  Management represented to the Committee that the
Corporation's  financial  statements  were prepared in accordance with generally
accepted accounting principles, and the Committee has reviewed and discussed the
consolidated  financial  statements  with  management  and  the  independent
accountants.  The  Committee  discussed with the independent accountants matters
required  to  be  discussed  by  the  Statement  on  Auditing  Standards No. 61.

The  Corporation's  independent  accountants  also provided to the Committee the
written disclosures required by Independence Standards Board Standard No. 1, and
the Committee discussed with the independent accountant that firms independence.

Based  upon  Committee's  discussion  with  management  and  the  independent
accountants  and  the Committee's review of the representation of management and
the  report  of  the  independent  accountants  to  the Committee, the Committee
recommended  that  the  audited consolidated financial statements be included in
the  Corporation's Annual Report on Form 10-KSB for the year ended September 30,
1999  filed  with  the  Securities  and  Exchange  Commission.


/s/Kirt W. James     /s/J. Dan Sifford       /s/Karl E. Rodriguez
   Kirt W. James        J.  Dan  Sifford        Karl  E.  Rodriguez

                                       12
<PAGE>

                          OASIS ENTERTAINMENT'S FOURTH
                               MOVIE PROJECT, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

                                       13
<PAGE>

                                 C O N T E N T S


Independent  Auditors'  Report                        15

Balance  Sheet                                        16

Statements  of  Operations                            17

Statements  of  Stockholders'  Equity                 18

Statements  of  Cash  Flows                           19

Notes  to  the  Financial  Statements                 20

                                       14
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To  the  Board  of  Directors
Oasis  Entertainment's  Fourth  Movie  Project,  Inc.
(A  Development  Stage  Company)
Dana  Point,  California


We  have  audited the accompanying balance sheet of Oasis Entertainment's Fourth
Movie  Project, Inc. (a development stage company) as of September 30, 2000, and
the  related  statements  of operations, stockholders' equity and cash flows for
the years ended September 30, 2000 and 1999, and from inception on April 9, 1998
through  September  30, 2000.  These financial statements are the responsibility
of  the  Company's  management.  Our  responsibility is to express an opinion on
these  financial  statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of Oasis Entertainment's Fourth
Movie  Project,  Inc. (a development stage company) as of September 30, 2000 and
the  results  of its operations and its cash flows for the years ended September
30, 2000 and 1999 and from inception on April 9, 1998 through September 30, 2000
in  conformity  with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements,  the  Company has had limited operations and no operating
revenues which together raise substantial doubt about its ability to continue as
a  going  concern.  Management's  plans  in  regard  to  these  matters are also
discussed  in  Note  2.  The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.

/s/HJ  &  Associates,  LLC
HJ  &  Associates,  LLC
Salt  Lake  City,  Utah
December  19,  2000

                                       15
<PAGE>


                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                          (A Development Stage Company)
                                  Balance Sheet


                                     ASSETS

                                                             September  30,
                                                                  2000
                                                             --------------
CURRENT  ASSETS
Cash  and  cash  equivalents                                 $          495
                                                             --------------
          Total  Current  Assets                                        495
                                                             --------------
OTHER  ASSETS

Movie  production  costs,  net  (Note  1)                                 0
Note  receivable  (Note  4)                                         127,030
Investments  in  available-for-sale  securities  (Note  4)          143,437
                                                             --------------
          Total  Long-Term  Assets                                  270,467
                                                             --------------
          TOTAL  ASSETS                                      $      270,962
                                                             ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT  LIABILITIES

Notes  payable  -  related  parties  (Note  6)               $      146,183
                                                             --------------
          Total  Current  Liabilities                               146,183
                                                             --------------
STOCKHOLDERS'  EQUITY

Common  stock;  100,000,000  shares  authorized  of  $0.001
par  value,  14,810,000  shares  issued  and  outstanding            14,810
Additional  paid-in  capital          483,398
Notes  receivable  -  related  parties  (Note  5)                  (46,300)
Accumulated  other  comprehensive  income  (loss)                 (111,563)
Deficit  accumulated  during  the development stage               (215,566)
                                                             --------------
          Total  Stockholders'  Equity                              124,779
                                                             --------------

          TOTAL  LIABILITIES  AND  STOCKHOLDERS'  EQUITY     $      270,962
                                                             ==============

   The accompanying notes are an integral part of these financial statements.

                                       16
<PAGE>

                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                          (A Development Stage Company)
                            Statements of Operations

                                                                         From
                                                                    Inception on
                                        For the Years Ended           April  9,
                                    September 30,September 30,      1998 Through
                                        2000           1999              2000
--------------------------------------------------------------------------------

REVENUES                             $        0      $        0     $         0
                                     ----------      ----------     ------------
EXPENSES
General  and  administrative             20,395          45,966          66,361
                                     ----------      ----------     ------------
          Total  Expenses                20,395          45,966          66,361
                                     ----------      ----------     ------------

NET  LOSS  BEFORE  OTHER  INCOME
 (EXPENSE)                              (20,395)        (45,966)        (66,361)
                                     ----------      ----------     ------------
OTHER  INCOME  (EXPENSE)
Impairment  loss  (Note  1)                   0        (168,430)       (168,430)
     Interest  expense                  (12,580)         (4,628)        (17,208)
     Interest  income                    11,548          24,885          36,433
                                     ----------      ----------     ------------
     Total  Other  Income (Expense)      (1,032)       (148,173)       (149,203)

NET  LOSS                               (21,427)       (194,139)       (215,566)
                                     ----------      ----------     ------------
OTHER  COMPREHENSIVE  INCOME  (LOSS)
Holding loss on securities available-
for-sale                               (111,563)              0        (111,563)
                                     ----------      ----------     ------------
     Total Other Comprehensive Income
    (Loss)                             (111,563)              0        (111,563)
                                     ----------      ----------     ------------
NET COMPREHENSIVE (LOSS)             $ (132,990)     $ (194,139)    $  (327,129)
                                     ==========      ==========     ============

BASIC  LOSS  PER  SHARE              $    (0.00)     $    (0.01)

WEIGHTED  AVERAGE  NUMBER
 OF  SHARES  OUTSTANDING             14,810,000      14,393,116

   The accompanying notes are an integral part of these financial statements.

                                       17
<PAGE>

                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                          (A Development Stage Company)
                       Statements of Stockholders' Equity

<TABLE>
<CAPTION>
<S>                          <C>            <C>         <C>             <C>           <C>            <C>
                                                                                      Accumulated      Deficit
                                                                                         Other       Accumulated
                                                        Additional         Stock     Comprehensive    During the
                                  Common  Stock           Paid-In       Subscription     Income      Development
                             Shares         Amount       Capital         Receivable      (Loss)         Stage
-------------------------------------------------------------------------------------------------------------
Balance  at  inception  on
 April  9,  1998                   0      $      0      $        0      $        0     $        0     $        0
                           ---------      --------      ----------      ----------     ----------     ----------
Common  stock  issued  to
 founders  recorded  at
 predecessor cost of $0.00
                          10,000,000        10,000         (10,000)              0              0              0

Common  stock  issued  for
cash at $0.10 per share    1,500,000         1,500         148,500        (150,000)             0              0

Net  loss  from  inception  on
 April  9,  1998  through
 September  30,  1998              0             0               0               0              0              0
                           ---------      --------      ----------      ----------     ----------     ----------

Balance, September 30, 1998
                          11,500,000        11,500         138,500        (150,000)             0              0

Receipt of stock subscription      0             0               0         150,000              0              0

Common  stock  issued  for  cash
at $0.10 per share         3,310,000         3,310         327,690               0              0              0

Accrued  interest  on  notes  to
 related  parties  recorded  as
 contributed  capital              0             0           4,628               0              0              0

Net  loss  for  the  year  ended
 September  30,  1999              0             0               0               0              0       (194,139)
                           ---------      --------      ----------      ----------     ----------     ----------
Balance,  September  30,  1999
                          14,810,000        14,810         470,818               0              0       (194,139)

Holding  loss  on  securities
 available-for-sale                0             0               0               0       (111,563)             0

Accrued  interest  on  notes  to
 related  parties  recorded  as
 contributed  capital              0             0          12,580               0              0              0

Net  loss  for  the  year  ended
 September  30,  2000              0             0               0               0              0        (21,427)
                           ---------      --------      ----------      ----------     ----------     ----------
Balance, September 30, 2000
                          14,810,000      $ 14,810      $  483,398      $        0     $ (111,563)    $ (215,566)
                          ==========      ========      ==========      ==========     ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       18
<PAGE>

                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                          (A Development Stage Company)


                            Statements of Cash Flows

                                                       From
                                                       Inception  on
                                                       April  9,
                                        For  the  Years  Ended    1998  Through
                                        September  30,     September  30,
                                             2000            1999           2000

CASH  FLOWS  FROM  OPERATING  ACTIVITIES

     Net  loss                       $     (21,427)  $   (194,139)   $ (215,566)

Changes in assets and liabilities:
(Increase) in interest receivable          (11,548)       (15,482)      (27,030)
Increase (decrease) in accounts payable     (2,644)         2,644             0
                                     --------------  -------------   -----------
Net Cash (Used) by Operating Activities    (35,619)      (206,977)     (242,596)
                                     --------------  -------------   -----------
CASH  FLOWS  FROM  INVESTING  ACTIVITIES

Cash  paid  for  investments                     0       (255,000)     (255,000)
                                     --------------  -------------   -----------
Net  Cash (Used) by Investing Activities         0       (255,000)     (255,000)
                                     --------------  -------------   -----------
CASH  FLOWS  FROM  FINANCING  ACTIVITIES

Proceeds paid on notes
receivable-related parties                       0       (246,300)     (246,300)
Principal received on notes receivable-related
parties                                          0        100,000       100,000
Proceeds received on notes
payable-related party                       20,383        125,800       146,183
     Common  stock  issued for cash              0        481,000       481,000
     Contributed  capital                   12,580          4,628        17,208
                                     --------------  -------------   -----------
Net Cash Provided by
Financing Activities                        32,963        465,128       498,091
                                     --------------  -------------   -----------
NET  INCREASE  (DECREASE)  IN  CASH         (2,656)         3,151           495

CASH  AT  BEGINNING  OF  PERIOD              3,151              0             0
                                     --------------  -------------   -----------
CASH  AT  END  OF  PERIOD            $         495   $      3,151    $      495
                                     ==============  =============   ===========
SUPPLEMENTAL  CASH  FLOW  INFORMATION

CASH  PAID  FOR:
     Interest                        $           0   $          0    $        0
     Income  taxes                   $           0   $          0    $        0

   The accompanying notes are an integral part of these financial statements.

                                       19
<PAGE>

                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                               September 30, 2000

NOTE  1-ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     a.  Organization

Oasis  Entertainment's Fourth Movie Project, Inc. (the Company) was incorporated
on  April  9,  1998  under  the  laws  of the State of Nevada, primarily for the
purpose  of  producing  film  and  video  for  theatrical,  cable  and televised
releases.

The  Company  has  limited operations, assets and liabilities.  Accordingly, the
Company  is dependent upon management and/or significant shareholders to provide
sufficient  working  capital  to  preserve the integrity of the corporate entity
during  this phase.  It is the intent of management and significant shareholders
to  provide  sufficient  working  capital  necessary to support and preserve the
integrity  of  the  corporate  entity.

     b.  Accounting  Method

The  Company's  financial  statements  are  prepared using the accrual method of
accounting.  The  Company  has  elected  a  September  30  year  end.

     c.  Cash  and  Cash  Equivalents

Cash  equivalents  include short-term, highly liquid investments with maturities
of  three  months  or  less  at  the  time  of  acquisition.

     d.  Basic  Loss  Per  Share

Basic  loss  per  common share has been calculated based on the weighted average
number  of  shares  of  common  stock  outstanding  during  the  period.

                                                           September  30,
                                                          2000         1999
                                                      -----------------------
     Numerator-loss                             $  (21,427)      $  (194,139)
     Denominator-weighted average number of
     shares outstanding                         14,810,000        14,393,116
                                                -----------------------------
     Loss  per  share                           $    (0.00)      $     (0.01)
                                                =============================

                                       20
<PAGE>

                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                               September 30, 2000


NOTE  1-ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
        (Continued)

     e.  Provision  for  Taxes

The  income  tax  benefit  differs from the amount computed at federal statutory
rates  as  follows:

                                                   For  the  Years  ended
                                                        September  30,
                                                  2000                1999
     Income  tax benefit at statutory rate     $      3,200     $     21,000
     Change  in  valuation  allowance                (3,200)         (21,000)
                                               ------------------------------
                                               $          0     $          0
                                               ==============================

     Deferred  tax  assets  (liabilities) at September 30, 2000 are comprised of
the  following:

     Net  operating  loss  carryforward                         $    215,566
     Depreciation                                                          0
                                                                ------------
     Valuation  allowance                                           (215,566)
                                                                $          0
                                                                =============

At  September  30,  2000,  the  Company  has  a  net operating loss carryforward
available  to offset future taxable income of approximately $215,000, which will
expire in 2020.  If substantial changes in the Company's ownership should occur,
there  would  also  be  an  annual limitation of the amount of NOL carryforwards
which  could  be  utilized.  No  tax  benefit had been reported in the financial
statements,  because  the  Company believes there is a 50% or greater chance the
carryforwards  will  expire unused.   The tax benefits of the loss carryforwards
are  offset  by  a  valuation  allowance  of  the  same  amount.

     f.  Additional  Accounting  Policies

Additional  accounting  policies  will  be  established  once  planned principal
operations  commence.

     g.  Movie  Production  Costs

The  Company  capitalized  the  costs  incurred in connection with producing the
movie  "The  Blood  Game".  The  Company  evaluates  the  recoverability  of the
capitalized  costs  whenever events arise that may effect recoverability, but at
least  annually.  On September 30, 1999, the Company allowed for the movie costs
in  full  due  to  its  inability  to  find  a  buyer  for  the  movie.

                                       21
<PAGE>

                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                               September 30, 2000


NOTE  1  -     ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
     (Continued)

     g.  Movie  Production  Costs  (Continued)

     The  movie production costs and related allowance breakdown are as follows:

                                                       September  30,
                                                            2000
     Movie  production  costs                          $     168,430
     Less:  allowance  for  unsecurable  costs              (168,430)
                                                       --------------
     Net  Movie  Production  Costs                     $           0
                                                       ==============

     h.  Estimates

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

     i.  Investments  in  Available-for-Sale  Securities

The  Company  has  a  limited  portfolio  of  investments  in  marketable equity
securities.  Management  determines  the  appropriate  classification  of  all
securities  at  the  time they are acquired and evaluates the appropriateness of
such  classifications  at  each  balance  sheet  date.

Available-for-sale securities consist of marketable securities not classified as
either trading or held-to-maturity.  Available-for-sale securities are stated at
fair  market  value,  and  all  unrealized  holding gains and losses, net of the
related  deferred  tax  effect,  are  reported  as  a  separate  component  of
stockholders'  equity  under  the  subheading  "Accumulated  other comprehensive
income  (loss)."

NOTE  2  -     GOING  CONCERN

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable  to  a  going  concern which contemplates the
realization  of  assets  and  liquidation of liabilities in the normal course of
business.  However, the Company does not have significant cash or other material
assets,  nor  does it have an established source of revenues sufficient to cover
its  operating  costs and to allow it to continue as a going concern.  It is the
intent  of  the  Company to produce and earn revenues from the sale of "B genre"
movies.  Until  this  occurs,  shareholders  of  the  Company  have committed to
meeting  the  Company's  operating  expenses.

                                       22
<PAGE>

                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                               September 30, 2000


NOTE  3  -  ROYALTY  AGREEMENT  -  RELATED  PARTY

On  March  24,  1999,  the  Company  entered  into  an  agreement  with  Reliant
Interactive  Media Corporation ("Reliant"), a company in which the Company holds
shares  as  an  investment, under which the Company committed to provide funding
for  three  "infomercials"  Reliant  was  to  produce.  Under  the terms of this
agreement,  the  Company  provided  a  total  of  $250,000 for this purpose.  As
consideration  for  this  funding,  Reliant  was  to  issue  250,000 restricted,
post-split  shares  of  its  common  stock  to  the Company (see Note 4).  Also,
Reliant agreed to pay the Company a royalty equal to two percent of the adjusted
gross  revenues  created  by  the  infomercials  until  the Company had received
$625,000.  The  royalty  would  be  reduced  to  one  percent  of  the  revenues
thereafter.

As  of  September  30,  2000,  Reliant had produced the three infomercials.  The
first  two  were  unprofitable,  and have produced no royalties for the Company.
The  third  project  is  producing revenues for Reliant.  The Company expects to
accrue  revenues  from  this  investment  in  early  2001.

NOTE  4  -     INVESTMENT  AND  NOTE  RECEIVABLE

On  March  24,  1999,  the  Company  entered  into  an  agreement  with  Reliant
Interactive  Media  Corporation  ("Reliant")  under  which  the Company provided
funding  of  $250,000  to  Reliant  (see  Note  3).   As  consideration for this
funding,  Reliant  contracted  to issue 250,000 restricted, post-split shares of
its  common stock to the Company upon completion of the funding.  The investment
was  originally  recorded  at  its  cost  of  $250,000.

On  May  25, 1999, the Company agreed to lend another $200,000 to Reliant.  This
loan  accrues  interest  at  10% per annum and was due on September 1, 1999.  As
part of the consideration for this loan, Reliant agreed to issue 5,000 shares of
its  restricted  common  stock to the Company.  The 5,000 shares were originally
recorded  at  a  cost  of  $1.00  per  share,  based on the determination of the
previous agreement.  As of September 30, 2000, the outstanding principal balance
of  this  loan  was  $100,000,  plus $27,030 in accrued interest.  The Company's
management  is  currently  pursuing  the collection of this note, and expects to
collect  the  remaining  balance  in  full  during  the  coming  year.  To  be
conservative,  however,  the receivable has been recorded as a non-current asset
until  it  is  collected.

The  255,000  shares  of  Reliant  owned  by  the  Company at September 30, 2000
represent  approximately 4% of Reliant's outstanding common shares at that date.

Management has determined to classify the shares as "available-for-sale" as they
are  restrictive  shares.  Consequently,  the shares are stated at market value.
At  September  30,  2000,  the  fair  market value of the shares was $0.5625 per
share,  making  the  total  value  of  the  255,000  shares  $143,437.

                                       23
<PAGE>

                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                               September 30, 2000

NOTE  5  -  NOTES  RECEIVABLE  -  RELATED  PARTIES

As of September 30, 2000, the Company had a total of $46,300 in notes receivable
 from  related  parties.  All  of the notes are unsecured.  Each of the notes is
non-interest  bearing and has no specific payback terms.  Because the loans were
to  significant  shareholders,  they  have  been accounted for as a reduction of
stockholders'  equity  until  repaid.

NOTE  6  -     NOTES  PAYABLE  -  RELATED  PARTIES

As  of  September 30, 2000, the Company had a total of $146,183 in notes payable
to  related  parties.  All  of  the  notes are non-interest bearing, and have no
specific  payback  terms.  All the notes are unsecured.  A 10% interest rate has
been  imputed for these loans, which has been recorded as contributed capital in
the  financial  statements.

Of these notes, $56,183 is payable to Intrepid International, Ltd. ("Intrepid").
Intrepid is a significant shareholder with whom the Company shares office space,
office  equipment,  and  certain  officers  and  directors.  Intrepid loaned the
Company $35,800 and $20,383 during the years ending September 30, 1999 and 2000,
respectively,  as  operating capital.  As of September 30, 2000, the Company had
not  yet  made  any  payments  on the note, and Intrepid had made no demands for
payment.

NOTE  7  -     COMMON  STOCK  TRANSACTIONS

In  1998,  the Company issued 1,500,000 shares of its common stock under a stock
subscription  at  $0.10 per share.  The stock subscription was collected in 1999
for  $150,000 in cash.  In 1999, the Company also issued an additional 3,310,000
shares of its common stock for cash at $0.10 per share for proceeds of $331,000.

NOTE  8-OTHER  RELATED  PARTY  TRANSACTIONS

Common  Officer

Mr.  Karl  Rodriquez  serves as general counsel and corporate secretary for both
the  Company  and  Reliant.

                                       24
<PAGE>

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

     None.

                                    PART III


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

     The  following  persons  are  the  Officers/Directors of Registrant, having
served  from  inception  of  our  corporation,  to continue to serve until their
successors  might  be  elected  or  appointed.  The  time of the next meeting of
shareholders  has  not  been  determined.

--------------------------------------------------------------------------------
 Executive Officers DIRECTOR'S NAME          AGE                OFFICE/POSITION
--------------------------------------------------------------------------------
Kirt W. James . . . . . . . . . .            42               President/Director
24843 Del Prado, Suite 318
Dana Point CA 92629
--------------------------------------------------------------------------------
J. Dan Sifford. . . . . . . . . . .          63               Treasurer/Director
62 Bay Heights Drive
Miami FL 33133
--------------------------------------------------------------------------------
Karl E. Rodriguez . . . . . . . . .          52             General Counsel/
24843 Del Prado, Suite 313. . . . .                         Corporate Secretary/
Dana Point CA 92629 . . . . . . . .                         Director
--------------------------------------------------------------------------------


     Kirt  W.  James,  President  and  Director,  has  a  lifelong background in
marketing  and sales. From 1972 to 1987, Mr. James was responsible for sales and
business  administrative  matters  for  Glade N. James Sales Co., Inc.; and from
1987  to  1990 Mr. James built retail markets for American International Medical
Supply  Co.,  a  Public  Company.  In 1990 he formed and become President of HJS
Financial Services, Inc., and is responsible for day to day business of the firm
and  consults  Client's  business  and product development. During the past five
years  Mr.  James  has  been  involved in the valuation of private companies for
internal  purposes,  and  as  a  consultant  to private companies engaged in the
private  sale and acquisition of other  private businesses. He has also assisted
private and public companies in planning for entry into the public market place.
Mr.  James  is not and has never been a broker-dealer. He has acted primarily as
consultant,  and  in some cases has served as an interim officer and director of
public  companies  in  their  development  stage.

     Currently,  Mr.  James  is  an  Officer/Director  of  Oasis  Entertainment
Corporation  (a  private  corporation  currently  involved  in  the promotion of
entertainment  projects.  Mr. James is a principal officer and entrepreneur with
respect  to  this  corporation.  This  corporation  never  made any offerings or
received  any  investors  money.  Its  shares  have  never  traded  publicly  or
privately);  EditWorks,  Ltd. (incorporated in the State of Nevada on August 20,
1998,  for the purpose of establishing a computer aided, post-production editing
service  for  various  media businesses. It is an active operating company. This
company  trades  actively  on  the  OTCBB;)  North  American Security & Fire (an
operating  company,  in the business of fire prevention, and the installation of
alarm and security systems. This company is not currently quoted on the OTCBB or
NQB  Pink sheets, and its shares are not trading;) DP Charters, Inc. (a business
venture  incorporated  in  Nevada  on  December  18,  1997 with the intention of
initiating  a  charter  yacht service from the Dana Point Harbor, Orange County,
California.  The  Issuer  later  expanded  its  business  plan  to  include  the
organization  of  scuba  dive  tours  at  various  world  locations.  It  is now

                                       25
<PAGE>

investigating  the  possibility of new capital formation, following its 1934 Act
Registration.  During  the  past  five years, Mr. James has served as an interim
officer  or  director  of  the following public, or semi-public companies. Earth
Industries,  Inc.; HomeTeach.com; NSJ Mortgage Capital Corporation, Inc.; Market
Formulation  & Research; PNG Ventures, Inc. (Paper Computer.com, Inc.); and Last
Company  Clothing,  Inc.

     J.  Dan Sifford, Jr., Treasurer, grew up in Coral Gables, Florida, where he
attended Coral Gables High School and the University of Miami. After leaving the
University  of Miami, Mr. Sifford formed a wholesale consumer goods distribution
company  which  operated  throughout  the  southeastern United States and all of
Latin  America.  In  1965,  as  an  extension  of the operations of the original
company,  he  founded  Indiasa Corporation (Indiasa), a Panamanian company which
was  involved  in  supply  and  financing  arrangements  with  many of the Latin
American  Governments,  in  particular,  their  air  forces  and  their national
airlines.  As  customer  requirements  dictated,  separate  subsidiaries  were
established to handle specific activities. During each of the past five years he
has  served  as  President  of  Indiasa,  which serves only as a holding company
owning: 100% of Indiasa Aviation Corp. (a company which owns aircraft but has no
operations);  100%  of  Overseas  Aviation Corporation (a company which owns Air
Carrier  Certificates  but has no operations); 50% of Robmar International, S.A.
(a  company operates a manufacturing plant in Argentina and Brazil, but in which
Mr.  Sifford  holds  no office). In addition to his general aviation experience,
Mr.  Sifford,  an Airline Transport rated pilot, has twenty two years experience
in the airline business, and is currently the President of Airline of the Virgin
Islands,  Ltd.  a commuter passenger airline operating in the Caribbean, and has
been  its  president  continuously  during  each  of  the  past  five  years.

     Mr.  Sifford  is  not  and  has  never  been  a broker-dealer. He has acted
primarily  as consultant, and in some cases has served as an interim officer and
director  of  public  companies  in  their  development  stage.  The  following
disclosure  identifies those public companies: Air Epicurean, Inc., All American
Aircraft,  Earth  Industries,  DP Charters, Inc., Ecklan Corporation, EditWorks,
Ltd.,  Market.,  Market  Formulation  &  Research,  Inc.,  NetAir.com, Inc., NSJ
Mortgage  Capital  Corporation,  Inc., North American Security & Fire, Oasis 4th
Movie  Project,  Professional  Recovery  Systems, Inc., Richmond Services, Inc.,
Telecommunications  Technologies,  Ltd.,  and  World  Staffing  II,  Inc.

     Of  these  last  mentioned  companies,  he  is  currently  serving  in this
Registrant,  in  DP  Charters,  in  Ecklan  Corporation, and in NetAir.com, Inc.

     Karl  E.  Rodriguez,  Corporate  Secretary,  General  Counsel and Director,
received  his  Juris  Doctor  degree in 1972 from Louisiana State University Law
School.  He  has  practiced  business  and corporate law since 1972, emphasizing
securities  and  entertainment  matters,  and  has  been  self-employed  in that
capacity  for  the  past  five  years.  He  has  served  as  a director of Oasis
Entertainment's  Fourth  Movie  Project,  Inc.,  since  April 1998. He is also a
Director, Corporate Secretary, and General Counsel for Reliant Interactive Media
Corp.  During his law practice he has also been involved in a variety of dynamic
business  experiences.  From  1975  to  1982,  he  was  active  in  real  estate
development  in  the  Baton  Rouge,  Louisiana  area.  From  1980 until 1985, he
specialized  in  the sale of businesses and franchises as the owner and operator
of  VR  Business  Brokers.  In  1986,  he  became the Project Manager for Bluffs
Limited  Partnership,  where  he  structured the development of an Arnold Palmer
Design  Golf  Course  and  in  1992, Mr. Rodriguez was the Managing Director for
MedAmerica,  LLC., medicine clinics for children. From 1993 through 1998, he was
the  Director, Corporate Secretary and General Counsel for Telco Communications,
Inc.,  which  is  a long distance reseller company. From 1992 until 1996, he was
the  President  of Healthcare Financial and Management Services, Inc., providing
billing  services  to three Louisiana hospitals. Mr. Rodriguez is also corporate
Secretary  and  General  Counsel  to  Reliant  Interactive  Media  Corp. We have
identified  certain  transactions between us and Reliant. We own 4% of Reliant's
common  stock  and  have  investments  in  reliant  as  previously  disclosed.

                                       26
<PAGE>

                        ITEM 10.  EXECUTIVE COMPENSATION.

     INTREPID  INTERNATIONAL,  LTD.  The  officers  and  directors  of  Intrepid
International,  Ltd.  (Nevada)  are comprised of two individuals; Kirt W. James,
and J. Dan Sifford, Jr. They are both our principal officers and directors. Karl
Rodriguez is our third director. He is of Counsel to Intrepid. Their biographies
are found in Item 9, Part III. Our officers and directors are presently provided
to  us  by  Intrepid.  They  receive  no  direct  compensation  from us, but are
understood  to  be  compensated  by  Intrepid.  Intrepid is compensated by us on
time/hour/fee basis, pursuant to its billings for services actually rendered and
costs  actually  incurred.  We  believe  that the true cost of doing business is
properly  reflected  by  the  inclusion  of  Intrepid  billings in our expenses.

     The following table discloses Intrepid billings to Oasis 4th from August 7,
1998  through  September  30,  2000:

-----------------------------------------------------------------
Fees. . .       Costs      Interest       Payments      Total Due
34,412.30     18,270.37    2,725.83      -6,087.15      49,321.35
-----------------------------------------------------------------

    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


 (A)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  To  the  best  of
Registrant's  knowledge  and  belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any  voting class of Registrant's stock. These following 5% or more shareholders
are  unrelated  to Management or to its sole consultant. Neither management, nor
any  affiliate  of  management,  or  of  the  consultant  to management, has any
interest  in  any  of  the  following  shareholders, nor do any of the following
shareholders  possess  any interest or affiliation with either management or its
consultant,  except  as  disclosed in the Notes which follow Tables (a) and (b).


5% Owners                           # Shares     % of Total
-----------------------------------------------------------
5% Owners
498534 Alberta, Inc. (1) . . . .   1,000,000        6.75
5127 Pineridge
Peachland BC Canada V0H 1Y0
-----------------------------------------------------------
Baycove Capital Corporation (2).   1,000,000        6.75
73 Front Street, 3rd Floor
Hamilton, Bermuda HM 12
-----------------------------------------------------------
Intrepid International S.A. (3).   5,000,000       33.76
PO Box 8807
Panama 5, Panama
-----------------------------------------------------------
Giovanni Trivella. . . . . . . .   5,000,000       33.76
Letzigraben 89
Zurich, Switzerland CH8040
-----------------------------------------------------------
Total 5% Owners. . . . . . . . .  12,000,000       81.03
-----------------------------------------------------------
Total Issued and Outstanding . .  14,810,000      100.00
-----------------------------------------------------------


(1)  Mr.  Rob  Taylor  is  individual  with dispositive control of the shares of
498534  Alberta,  Inc.

                                       27
<PAGE>

(2)  Ms.  Rene  Poole  is  individual  with dispositive control of the shares of
Baycove  Capital  Corporation.

(3)  The  5,000,000  Intrepid  International  shares  disclosed in Table (a) are
attributed  to  our  Officers  and  Directors, as shown in Table (b) because our
officers  are  affiliates  of Intrepid, and their services are provided to us by
Intrepid.  For  information  about Intrepid please see Item 7, Relationships and
Transactions. Mr. James and Mr. Sifford are the persons with dispositive control
of  the  shares  of  Intrepid  International  S.A.

 (B)  SECURITY  OWNERSHIP  OF  MANAGEMENT. To the best of Registrant's knowledge
and  belief  the  following  disclosure  presents  the total beneficial security
ownership  of  all  Directors and Nominees, naming them, and by all Officers and
Directors  as  a  group,  without  naming  them,  of  Registrant,  known  to  or
discoverable  by  Registrant.  The  share  ownership  disclosed  in Table (b) is
attributed  ownership.  Please  see  Notes  following  Table  (b).


Ownership of Management . . . . . . . . .  Attributed        %
 Name and Address of. . . . . . . . . . .  Ownership
 Beneficial Owner
---------------------------------------------------------------
Kirt W. James  President/Director . . . .   5,000,000    33.76
24843 Del Prado Suite 318
Dana Point CA 92629
---------------------------------------------------------------
J. Dan Sifford Jr.  Treasurer . . . . . .   5,000,000    33.76
62 Bay Heights Drive
Miami, Florida 33133
---------------------------------------------------------------
Karl E. Rodriguez  Secretary. . . . . . .   5,000,000    33.76
24843 Del Prado Suite 318
Dana Point CA 92629
---------------------------------------------------------------
All Officers and Directors as a Group (3)   5,000,000     0.00
---------------------------------------------------------------
Total Shares Issued and Outstanding . . .  14,810,000   100.00
---------------------------------------------------------------


(3)  The  5,000,000  Intrepid  International  shares  disclosed in Table (a) are
attributed  to  our  Officers  and  Directors, as shown in Table (b) because our
officers  are  affiliates  of Intrepid, and their services are provided to us by
Intrepid.  For  information  about  Intrepid  please  see  Item  12,  Part  III,
Relationships  and  Transactions. Mr. James and Mr. Sifford are the persons with
dispositive  control  of  the  shares  of  Intrepid  International  S.A.

 (C)  CHANGES  IN  CONTROL.  There  are  no  arrangements  known  to Registrant,
including any pledge by any persons, of securities of Registrant, which may at a
subsequent  date  result  in  a  change  of control of the Issuer. The Issuer is
searching  for  a profitable business opportunity. The Issuer is searching for a
profitable  business  opportunity.  The acquisition of such an opportunity could
and  likely  would  result in some change in control of the Issuer at such time.
This  would  likely take the form of a reverse acquisition. That means that this
issuer  would  likely  acquire businesses and assets for stock in an amount that
would  effectively  transfer  control  of  this issuer to the acquisition target
company  or ownership group. It is called a reverse-acquisition because it would
be  an  acquisition  by this issuer in form, but would be an acquisition of this
issuer  in  substance.

                                       28
<PAGE>

            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     (A)  INTREPID  INTERNATIONAL.  We  have  indicated that the services of our
officers  and  directors have been provided by Intrepid International, Ltd., and
that  Intrepid  is  one  of  our principal shareholders and our sole consultant.
There  are  two  Intrepid  entities,  the  Panama  parent  corporation  and  its
wholly-owned  United  States  operating  subsidiary,  incorporated  in  Nevada.
Disclosure  is  now  provided  about  the  Intrepid  entities.

     INTREPID  INTERNATIONAL,  S.A.  The  officers  and  directors  of  Intrepid
International, S. A. (Panama) are comprised of three individuals; Laurencio Jaen
O.,  Teodoro F. Franco L. and Leopoldo Kennion G. All three of these individuals
are Panamanian citizens and each serves as an officer and a director of Intrepid
International,  S.  A.  (Panama).

     Laurencio Jaen O., an original incorporator who has served as President and
Director  of  the  Company  since its inception in 1984, resides in Panama City,
Republic  of  Panama.  He  is, and has been for the past twenty five years, Vice
President  of  Indiasa Corporation ("Indiasa"), a Panamanian corporation, which,
through  one  of  its  subsidiaries,  Robmar  International,  is involved in the
manufacture  and  distribution  of chemical products in Argentina and Brazil and
which,  through  its  former  subsidiary  Indiasa Aviation Corporation, was, for
eight  years  ending  in  1981,  engaged  in  aviation  consulting, the leasing,
purchase  and  sale of aircraft, and the operation of a cargo airline, primarily
in  Latin  America.  Mr.  Ja  n  was  a founder of PAISA, Panama's international
airline,  served  as  president of the Colon Free Zone (the world s largest free
trade  zone), and as Director of Panama's Social Security Administration. He has
also  served  as  the  President of the Panamanian Chamber of Commerce, and as a
member  of  the  Board  of  Presidential  Advisors  of  the  Republic of Panama.

     Teodoro  F.  Franco  L.,  Secretary and a Director of the Company, has, for
thirty  years,  been  a specialist in maritime and aviation law. Mr. Franco is a
partner  in  Franco  and  Franco, one of the most prestigious law firms in Panam
with  offices around the world. In addition to his law practice he has served as
Panamanian  Consul  to  Liverpool,  England  and  for  the  past  five  years as
Ambassador  to  Great  Britain.  The  firm  practices  maritime,  aviation  and
commercial law and currently is the legal firm for: IBERIA (the Spanish national
airline),  KLM  (the  Dutch  national  airline),  VIASA (the Venezuelan national
airline),  Aeroflot  (the  Russian  national  airline) and various smaller Latin
American  national airlines as well as being the registered agents for thousands
of  ocean  going  ships  around the world flying the Panamanian flag. Mr. Franco
brings to the Company a wealth of international legal, commercial and diplomatic
experience.

     Leopoldo  Kennion  G., Treasurer and a Director of the Company, is, and has
for  twenty  years,  been  a  Certified  Public  Accountant  specializing  in
international  accounting  and  is  an  associate  in the law firm of Franco and
Franco.  Mr.  Kennion  practices  maritime,  aviation  and commercial accounting
serving  the specialized needs of the transnational clients of Franco and Franco
by  providing  an  interface  between  them  and  their  auditors.

J.  Dan  Sifford,  Jr.,  is  the  United  States  Managing Director for Intrepid
International,  S.A.  (Panama).  He  is  fluent  in  the  Spanish  Language. His
biographical  information  is  found  below.

INTREPID  INTERNATIONAL,  LTD.  The  officers  and  directors  of  Intrepid
International,  Ltd.  (Nevada)  are comprised of two individuals; Kirt W. James,
and  J.  Dan  Sifford,  Jr.  They are both our officers and directors, and their
biographies  are  found  in  Item  9,  Part  III.

(B)  RELIANT INTERACTIVE MEDIA. We have disclosed our relationship with Reliant,
throughout  this  Report.  Some  additional and repetitive disclosure concerning
that  relationship  is  provided  here as follows: We are an investor in Reliant
Interactive  Media,  Inc.  We own 4% of Reliant's common stock. Reliant is not a
shareholder  of  our  Corporation. In an Agreement between us and Reliant, dated

                                       29
<PAGE>

March  24,  1999,  we  provided  $250,000  to  Reliant  for  production of three
infomercials.  In consideration of this financing, we received 250,000 shares of
common stock of Reliant and royalties equal to 2% of the adjusted gross revenues
defined  as  sales  less  returns,  shipping  and  handling charges, received by
Reliant  up to a maximum of $625,000. Thereafter, the royalty will be reduced to
1%.  The  first  of  the  three  infomercial  products did not test well and was
abandoned.  The  second  was  aired  but was not well received by the purchasing
public.  The  remaining  project tested more favorably and is generating royalty
revenues  to  us.  It  is  airing currently. The three infomercial products were
Cactus  Jack's Laundry Vitamins, Daniel Rogers Laboratories, Inc.'s Natural Hair
Product,  and  Worldwide  Sports  Nutrition's  Pure  Protein  Bar.

     In  a  separate transaction, on May 25, 1999, we made a loan of $100,000 to
Reliant. The note included interest at 10% per annum. In a separate transaction,
on May 26, 1999, we made loans of $200,000 to Reliant. The note included 10% per
annum  and provided for the issuance of 5,000 shares as additional consideration
for  this loan and forbearance as to prompt repayment, Reliant duly issued us an
additional 5,000 shares of its common stock. As of September 30, 2000, principal
and  accrued  interest  owing  to  us  stood  at  approximately  $127,030.

     These  transactions  are classified as "related party" transactions for the
reason  that  our  Counsel  and  Secretary,  Karl Rodriguez, is also Counsel and
Secretary  to  Reliant. Although Mr. Rodriguez is a director of both Reliant and
our  corporation, Oasis Entertainment's Fourth Movie Project, Inc., and although
the  transactions  are  deemed  related-party  transactions for that reason, Mr.
Rodriguez  has no financial interest in the Oasis funding arrangement and is not
a  shareholder  of Oasis. He serves as its Secretary and General Counsel only to
both  corporations  Counsel,  and  is not engaged in the management decisions of
either  corporation  except  in  his  professional  capacity.


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


 (A)  FINANCIAL  STATEMENTS.  Please  see  Exhibit  Index  following.

 (B)  FORM  8-K  REPORTS.  None.

 (C)  EXHIBITS.  Please  see  Exhibit  Index  following.

--------------------------------------------------------------------------------
Exhibit                                                                  Page
Number      Table  Category  /  Description  of  Exhibit                Number
--------------------------------------------------------------------------------
                   [3]   ARTICLES OF INCORPORATION AND BY-LAWS
--------------------------------------------------------------------------------
 3.1           ARTICLES OF INCORPORATION                                  32
 3.2           BY-LAWS                                                    34
--------------------------------------------------------------------------------

                                       30
<PAGE>

     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  individual  capacities  and  on  the  date
indicated.

                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                              A NEVADA CORPORATION


Dated:  January  10,  2001

/s/Kirt W. James        /s/J. Dan Sifford        /s/Karl  E.  Rodriguez
   Kirt  W.  James         J.  Dan  Sifford         Karl  E.  Rodriguez
   President/Director      Secretary-Treasurer      General  Counsel
                          /Director                /Director

                                       31
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT 3.1

   ARTICLES OF INCORPORATION: OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
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Filed  in  the  Office  of  the
Secretary  of  State  of  Nevada
April  9,  1998

                            ARTICLES OF INCORPORATION
                                       OF
                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.


     ARTICLE  I.  The  name  of  the Corporation is OASIS ENTERTAINMENT'S FOURTH
MOVIE  PROJECT,  INC.

     ARTICLE II. Its principal office in the State of Nevada is 774 Mays Blvd, #
10.  Incline  Village  NV  89451,.  The  initial  resident agent for services of
process  at  that  address  is  N&R  Ltd.  Group,  Inc.,  a  Nevada Corporation.

     ARTICLE  III.  The  purposes  for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada  or  of  the  United  States  of America.  The period of existence of the
corporation  shall  be  perpetual.

     ARTICLE  IV.  The corporation shall have authority to issue an aggregate of
One  Hundred  Million  Shares (100,000,000) of common voting equity stock of par
value  one mil ($0.001) per share, and no other class or classes of stock, for a
total capitalization of $100,000.00. The corporation's capital stock may be sold
from  time  to  time  for  such  consideration  as  may be fixed by the Board of
Directors, provided that no consideration so fixed shall be less than par value.

     ARTICLE  V.  No  shareholder  shall  be  entitled  to  any  preemptive  or
preferential  rights  to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder  possess  cumulative  voting rights at any shareholders meeting, for
the  purpose  of  electing  Directors,  or  otherwise.

     ARTICLE  VI. The affairs of the corporation shall be governed by a Board of
Directors  consisting  of  one  to  ten  persons.  The  Initial  Director of the
Corporation,  whose  name  and  address is J. Dan Sifford, Jr., 33481 Spinnaker,
Dana  Point,  California  92629,  to  serve  until  the  next regular meeting of
shareholders  or  until  their  successors  are  elected.

     ARTICLE  VII. The Capital Stock, after the amount of the subscription price
or  par  value,  shall  not  be  subject  to  assessment to pay the debts of the
corporation,  and  no  stock  issued,  as  paid  up, shall ever be assessable or
assessed.

     ARTICLE  VIII.  The  initial By-laws of the corporation shall be adopted by
its  Board  of  Directors.  The  power to alter, amend or repeal the By-laws, or
adopt  new  By-laws,  shall  be  vested  in  the  Board  of Directors, except as
otherwise  may  be  specifically  provided  in  the  By-laws.
     ARTICLE  IX. The name and address of the Incorporator of the corporation is
J.  Dan  Sifford,  Jr.,  33481  Spinnaker,  Dana  Point,  California  92629.

     I  THE  UNDERSIGNED,  being  the  Incorporator  hereinbefore  named for the
purpose  of  forming  a  corporation pursuant the General Corporation Law of the
State  of  Nevada,  do  make  and  file  these Articles of Incorporation, hereby
declaring  and certifying that the facts herein stated are true, and accordingly
have  set  my  hand  hereunto  this  Day,  March  31,  1998.

                            /s/J. Dan Sifford Jr.
                               J. Dan Sifford Jr.
                                  Incorporator

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                                   EXHIBIT 3.2

                                     BY-LAWS
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                                     BY-LAWS
                                       OF
                OASIS ENTERTAINMENT'S FOURTH MOVIE PROJECT, INC.
                              A NEVADA CORPORATION


                                    ARTICLE X
                                CORPORATE OFFICES


     The  principal  office  of  the corporation in the State of Nevada shall be
located  at  774  Mays  Blvd. #10, Incline Village NV 89452. The corporation may
have  such other offices, either within or without the State of incorporation as
the  board  of directors may designate or as the business of the corporation may
from  time  to  time  require.


                                   ARTICLE XI
                             SHAREHOLDERS' MEETINGS

SECTION  1.  PLACE  OF  MEETINGS

     The  directors  may designate any place, either within or without the State
unless  otherwise  prescribed by statute, as the place of meeting for any annual
meeting  or  for any special meeting called by the directors. A waiver of notice
signed  by  all  stockholders  entitled  to  vote at a meeting may designate any
place,  either  within  or  without  the  State  unless  otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a  special  meeting  be  otherwise  called,  the  place  of meeting shall be the
principal  office  of  the  corporation.

SECTION  2.  ANNUAL  MEETINGS

     The  annual  meeting of the shareholders shall be held on the second Monday
of  March in each year, if not a holiday, at Ten o'clock A.M., at which time the
shareholders  shall  elect  a  Board  of Directors and transact any other proper
business. If this date falls on a holiday, then the meeting shall be held on the
following  business  day  at  the  same  hour.

SECTION  3.  SPECIAL  MEETINGS

     Special  meetings  of  the shareholders may be called by the President, the
Board  of  Directors,  by  the holders of at least ten percent of all the shares
entitled  to  vote  at  the  proposed  special  meeting, or such other person or
persons  as  may  be  authorized  in  the  Articles  of  Incorporation.
Notices  of  Meetings

SECTION  4.  NOTICES  OF  MEETINGS

     Written  or  printed  notice stating the place, day and hour of the meeting
and,  in  the  case  of a special meeting, the purpose or purposes for which the
meeting  is called, shall be delivered not less than ten (10) days nor more than
twenty  (20)  days before the date of the meeting, either personally or by mail,
by  the  direction  of  the  president,  or secretary, or the officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as  it  appears  on  the  stock  transfer books of the corporation, with postage
thereon  prepaid.


SECTION  5.  CLOSING  OF  TRANSFER  BOOKS  OR  FIXING  RECORD  DATE.

     For  the  purpose  of  determining stockholders entitled to notice of or to
vote  at any meeting of stockholders or any adjournment thereof, or stockholders

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entitled to receive payment of any dividend, or in order to make a determination
of  stockholders  for any other proper purpose, the directors of the corporation
may  provide  that  the stock transfer books shall be closed for a stated period
but  not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at  a  meeting  of  stockholders, such books shall be closed for at least twenty
(20)  days  immediately  preceding  such  meeting.  In lieu of closing the stock
transfer  books,  the directors may fix in advance a date as the record date for
and  such  determination  of  stockholders, such date in any case to be not more
than  twenty  (20) days and, in case of a meeting of stockholders, not less than
ten  (10)  days  prior to the date on which the particular action requiring such
determination  of  stockholders entitled to notice of or to vote at a meeting of
stockholders,  or  stockholders  entitled  to receive payment of a dividend, the
date  on  which  notice  of  the  meeting  is  mailed  or  the date on which the
resolution  of the directors declaring such dividend is adopted, as the case may
be,  shall  be  the  record  date for such determination of stockholders. When a
determination  of  stockholders  entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment  thereof.

SECTION  6.  VOTING  LIST.

     The  officer  or  agent  having  charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of  stockholders,  a  complete  list  of  stockholders  entitled to vote at such
meeting,  or  any  adjournment thereof, arranged in alphabetical order, with the
address  of  and  number of shares held by each, which list, for a period of ten
(10)  days  prior to such meeting, shall be kept on file at the principal office
of  the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at  the  time and place of the meeting and shall be subject to the inspection of
any  stockholder  during  the  whole  time  of  the  meeting. The original stock
transfer  book  shall  be  prima  facie  evidence as to who are the stockholders
entitled  to  examine  such  list or transfer books or to vote at the meeting of
stockholders.

SECTION  7.  QUORUM.

     At  any  meeting  of stockholders fifty-one (51) percent of the outstanding
shares  of  the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders. If less than said number
of  the  outstanding  shares  are  represented  at  a meeting, a majority of the
outstanding  shares  so  represented  may  adjourn the meeting from time to time
without  further  notice.  At  such adjourned meeting at which a quorum shall be
present  or  represented,  any  business may be transacted which might have been
transacted  at  the  meeting  originally notified. The stockholders present at a
duly  organized  meeting  may  continue  to transact business until adjournment,
notwithstanding  the  withdrawal  of  enough  stockholders  to leave less than a
quorum.

SECTION  8.  PROXIES.

     At  all  meetings  of  the  stockholders,  a  stockholder may vote by proxy
executed  in  writing  by  the stockholder or by his duly authorized attorney in
fact.  Such proxy shall be filed with the secretary of the corporation before or
at  the  time  of  the  meeting.

SECTION  9.  VOTING.

     Each  stockholder  entitled  to  vote  in  accordance  with  the  terms and
provisions  of  the  certificate  of  incorporation  and  these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote  held by such shareholder. Upon the demand of any stockholder, the vote for
directors  and  upon  any  question  before  the meeting shall be by ballot. All
elections  for directors shall be decided by plurality vote; all other questions
shall  be  decided  by  majority  vote  except  as  otherwise  provided  by  the
Certificate  of  Incorporation  or  the  laws  of  Nevada.

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SECTION  10.  ORDER  OF  BUSINESS.

     The  order  of  business  at  all meetings of the stockholders, shall be as
follows:

     a.     Roll  Call.
     b.     Proof  of  notice  of  meeting  or  waiver  of  notice.
     c.     Reading  of  minutes  of  preceding  meeting.
     d.     Reports  of  Officers.
     e.     Reports  of  Committees.
     f.     Election  of  Directors.
     g.     Unfinished  Business.
     h.     New  Business.


SECTION  11.  INFORMAL  ACTION  BY  STOCKHOLDERS.

     Unless  otherwise  provided by law, any action required to be taken, or any
other  action which may be taken, at a meeting of the stockholders, may be taken
without  a  meeting  if a consent in writing, setting forth the action so taken,
shall  be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be  taken,  or  any  other  action  which  may  be  taken,  at  a meeting of the
stockholders,  may  be  taken without a meeting if a consent in writing, setting
forth  the  action  so  taken,  shall  be  signed  by  a  Majority of all of the
stockholders  entitled to vote with respect to the subject matter thereof at any
regular  meeting  called on notice, and if written notice to all shareholders is
promptly  given  of  all  action  so  taken.

SECTION  12.  BOOKS  AND  RECORDS.

     The  Books,  Accounts,  and  Records  of  the corporation, except as may be
otherwise  required  by  the laws of the State of Nevada, may be kept outside of
the  State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the  stock  ledgers, shall be open to the inspection of the stockholders, and no
stockholder  shall  have any right to inspect any account or book or document of
this  Corporation,  except  as  conferred  by  law  or  by  resolution  of  the
stockholders  or  directors. In the event such right of inspection is granted to
the  Stockholder(s)  all  fees associated with such inspection shall be the sole
expense  of  the  Stockholder(s)  demanding the inspection. No book, account, or
record  of  the  Corporation  may be inspected without the legal counsel and the
accountants  of the Corporation being present. The fees charged by legal counsel
and  accountants to attend such inspections shall be paid for by the Stockholder
demanding  the  inspection.


                                   ARTICLE XII
                               BOARD OF DIRECTORS

SECTION  1.  GENERAL  POWERS.

     The  business  and affairs of the corporation shall be managed by its board
of  directors.  The  directors  shall  in all cases act as a board, and they may
adopt  such  rules  and  regulations  for  the conduct of their meetings and the
management  of  the  corporation, as they may deem proper, not inconsistent with
these  by-laws  and  the  laws  of  this  State.

SECTION  2.  NUMBER,  TENURE,  AND  QUALIFICATIONS.

     The  number  of  directors of the corporation shall be a minimum of one (l)
and a maximum of nine (9). Each director shall hold office until the next annual
meeting  of  stockholders  and  until  his successor shall have been elected and
qualified.

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SECTION  3.  REGULAR  MEETINGS.

     A regular meeting of the directors, shall be held without other notice than
this  by-law  immediately after, and at the same place as, the annual meeting of
stockholders.  The  directors may provide, by resolution, the time and place for
holding  of  additional  regular  meetings  without  other  notice  than  such
resolution.

SECTION  4.  SPECIAL  MEETINGS.

     Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings  of  the directors may fix the place for holding any special meeting of
the  directors  called  by  them.

SECTION  5.  NOTICE.

     Notice  of  any  special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director  at  his business address. If mailed, such notice shall be deemed to be
delivered  when  deposited  in the United States mail so addressed, with postage
thereon  prepaid.  The  attendance of a director at a meeting shall constitute a
waiver  of notice of such meeting, except where a director attends a meeting for
the  express purpose of objecting to the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.

SECTION  6.  QUORUM.

     At  any  meeting  of  the  directors  fifty (50) percent shall constitute a
quorum  for the transaction of business, but if less than said number is present
at  a  meeting, a majority of the directors present may adjourn the meeting from
time  to  time  without  further  notice.

SECTION  7.  MANNER  OF  ACTING.

     The  act  of  the majority of the directors present at a meeting at which a
quorum  is  present  shall  be  the  act  of  the  directors.

SECTION  8.  NEWLY  CREATED  DIRECTORSHIPS  AND  VACANCIES.

     Newly  created  directorships  resulting  from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of  directors  without  cause  may  be  filled  by a vote of the majority of the
directors  then  in  office,  although  less  than  a  quorum  exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote  of  the  stockholders.  A  director  elected  to  fill a vacancy caused by
resignation,  death or removal shall be elected to hold office for the unexpired
term  of  his  predecessor.

SECTION  9.  REMOVAL  OF  DIRECTORS.

     Any  or  all  of  the  directors  may  be  removed for cause by vote of the
stockholders  or  by action of the board. Directors may be removed without cause
only  by  vote  of  the  stockholders.

SECTION  10.  RESIGNATION.

     A  director  may  resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the  notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make  it  effective.

SECTION  11.  COMPENSATION.

     No  compensation  shall  be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at

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each  regular  or special meeting of the board may be authorized. Nothing herein
contained  shall  be  construed  to  preclude  any  director  from  serving  the
corporation  in  any  other  capacity  and  receiving  compensation  therefore.

SECTION  12.  EXECUTIVE  AND  OTHER  COMMITTEES.

     The board, by resolution, may designate from among its members an executive
committee  and  other  committees, each consisting of one (l) or more directors.
Each  such  committee  shall  serve  at  the  pleasure  of  the  board.


                                  ARTICLE XIII
                                    OFFICERS


SECTION  1.  NUMBER.

     The  officers  of the corporation shall be the president, a secretary and a
treasurer,  each  of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the  directors.

SECTION  2.  ELECTION  AND  TERM  OF  OFFICE.

     The  officers  of  the  corporation to be elected by the directors shall be
elected  annually  at  the first meeting of the directors held after each annual
meeting  of the stockholders. Each officer shall hold office until his successor
shall  have  been  duly  elected  and shall have qualified or until his death or
until  he  shall  resign  or  shall  have been removed in the manner hereinafter
provided.


SECTION  3.  REMOVAL.

     Any  officer  or agent elected or appointed by the directors may be removed
by  the  directors  whenever  in  their  judgement  the  best  interest  of  the
corporation would be served thereby, but such removal shall be without prejudice
to  contract  rights,  if  any,  of  the  person  so  removed.

SECTION  4.  VACANCIES.

     A  vacancy  in  any  office  because  of  death,  resignation,  removal,
disqualification  or otherwise, may be filled by the directors for the unexpired
portion  of  the  term.

SECTION  5.  PRESIDENT.

     The  president  shall be the principal executive officer of the corporation
and,  subject  to  the  control of the directors, shall in general supervise and
control  all  of  the  business  and  affairs of the corporation. He shall, when
present,  preside  at  all meetings of the stockholders and of the directors. He
may  sign,  with  the  secretary  or any other proper officer of the corporation
thereunto  authorized  by  the  directors,  certificates  for  shares  of  the
corporation,  any deeds, mortgages, bonds, contracts, or other instruments which
the  directors  have  authorized  to  be  executed,  except  in  cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or  shall  be required by law to be otherwise signed or executed; and in general
shall  perform  all  duties  incident  to the office of president and such other
duties  as  may  be  prescribed  by  the  directors  from  time  to  time.

SECTION  6.  CHAIRMAN  OF  THE  BOARD.

     In  the absence of the president or in the event of his death, inability or
refusal  to act, the chairman of the board of directors shall perform the duties
of  the  president,  and  when  so  acting,  shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors  shall  perform such other duties as from time to time may be assigned
to  him  by  the  directors.

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SECTION  7.  SECRETARY.

     The  secretary  shall  keep  the  minutes  of  the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices  are duly given in accordance with the provisions of these by-laws or as
required,  be  custodian  of  the  corporate  records  and  of  the  seal of the
corporation  and  keep a register of the post office address of each stockholder
which  shall  be  furnished  to  the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the  duties  incident  to  the office of secretary and such other duties as from
time  to  time  may  be  assigned  to  him by the president or by the directors.

SECTION  8.  TREASURER.

     If  required  by  the  directors,  the  treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the  directors  shall  determine.  He  shall  have  charge and custody of and be
responsible  for  all  funds and securities of the corporation; receive and give
receipts  for  moneys  due  and  payable  to  the  corporation  from  any source
whatsoever,  and  deposit all such moneys in the name of the corporation in such
banks,  trust companies or other depositories as shall be selected in accordance
with  these  by-laws  and  in  general perform all of the duties incident to the
office  of  treasurer and such other duties as from time to time may be assigned
to  him  by  the  president  or  by  the  directors.


SECTION  9.  SALARIES.

     The  salaries  of  the  officers  shall  be  fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of  fact  that  he  is  also  a  director  of  the  corporation.


                                   ARTICLE XIV
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION  1.  CONTRACTS.

     The  directors  may  authorize  any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on  behalf  of the corporation, and such authority may be general or confined to
specific  instances.


SECTION  2.  LOANS.

     No  loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the  directors. Such authority may be general or confined to specific instances.

SECTION  3.  CHECKS,  DRAFTS,  ETC.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by  such  officer  or  officers,  agent or agents of the corporation and in such
manner  as shall from time to time be determined by resolution of the directors.

SECTION  4.  DEPOSITS.

     All funds of the corporation not otherwise employed shall be deposited from
time  to time to the credit of the corporation in such banks, trust companies or
other  depositories  as  the  directors  may  select.

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                                   ARTICLE XV
                                   FISCAL YEAR

     The fiscal year of the corporation shall begin on the 1st day of January in
each  year,  or  on  such  other  day  as  the  Board  of  Directors  shall fix.


                                   ARTICLE XVI
                                    DIVIDENDS

     The  directors  may from time to time declare, and the corporation may pay,
dividends  on  its  outstanding  shares  in  the  manner  and upon the terms and
conditions  provided  by  law.


                                  ARTICLE XVII
                                      SEAL

     The  directors  may  provide  a  corporate  seal which shall have inscribed
thereon  the  name  of  the  corporation,  the  state  of incorporation, year of
incorporation  and  the  words,  "Corporate  Seal".


                                  ARTICLE XVIII
                                WAIVER OF NOTICE

     Unless  otherwise  provided  by  law, whenever any notice is required to be
given  to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof  in  writing,  signed  by the person or persons entitled to such notice,
whether  before  or after the time stated therein, shall be deemed equivalent to
the  giving  of  such  notice.


                                   ARTICLE XIX
                                   AMENDMENTS

     These  by-laws  may  be altered, amended or repealed and new by-laws may be
adopted  by a vote of the stockholders representing a majority of all the shares
issued  and  outstanding,  at any annual stockholders' meeting or at any special
stockholders' meeting when the proposed amendment has been set out in the notice
of  such  meeting.


                                  CERTIFICATION

     THE  SECRETARY  of the Corporation hereby certifies that the foregoing is a
true  and  correct  copy  of  the  By-Laws of the Corporation named in the title
thereto  and  that  such  By-Laws were duly adopted by the Board of Directors of
said  Corporation  on  the  date  set  forth  below.

EXECUTED,  AND  CORPORATE  SEAL  AFFIXED,  this  day  of  April  6,  1998.


                              /s/Karl E. Rodriguez
                                Karl E. Rodriguez
                                    Secretary

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