U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10K-SB

(Mark One)

(X)      Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the Fiscal Year Ended December 31, 2000.
( )      Transition Report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934 For the Transaction Period from ______ to
         ________.

Commission File Number       000-24957


                             PUSH ENTERTAINMENT INC.
                 (Name of Small Business Issuer in its Charter)

              Delaware                                   51-0384101
    State or other jurisdiction of                     (IRS Employer
    Incorporation or organization)                   Identification No.)


                                    Suite 600
                               520 - 5th Avenue SW
                        Calgary, Alberta, Canada T2P 3R7
                    (Address of Principal executive Offices)

                                 (403) 297-1055
                          (Issuer's Telephone Number:)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:

                    Common Shares, $.001 par value per share

Check whether the issuer: (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                  Yes      X                   No
                       ---------                 ---------


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. (X)

State issuer's revenues for its most recent fiscal year: Nil


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<PAGE>


State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days (see  definition  of  affiliate  in Rule
12b-2 of the  Exchange  Act.):  $10,218,988  as at April 10,  2001  based on the
Company's last offering price of its common shares of $0.4839 per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)

         Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13, or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.

                  Yes: ________             No: _________


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 21,117,975 shares of common
stock were outstanding as at April 10, 2001.

                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990).

                                      None.

         Transitional Small Business Disclosure Format (check one):

                  Yes                   No       X
                      ----------            -----------




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<PAGE>



                                TABLE OF CONTENTS

                                     PART I

                                                                          PAGE

Item 1.  Description of Business                                           4


Item 2.  Description of Property                                          11

Item 3.  Legal Proceedings                                                11

Item 4.  Submissions of Matters to a Vote of Security Holders             11

                                     PART II


Item 5.  Market For Common Equity and Related Stockholder Matters         11

Item 6.  Management's Discussion and Analysis or Plan of Operation        12

Item 7.  Financial Statements                                             16

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosures                                        27


                                    PART III

Item 9.  Directors, Executive Officers, Promoter and Control Persons;
         Compliance with Section 16(a) of the Exchange Act                27

Item 10. Executive Compensation                                           30

Item 11. Security Ownership of Certain Beneficial Owners and Management   31

Item 12. Certain Relationships and Related Transactions                   32

Item 13. Exhibits and Reports on Form 8K                                  33



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<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

A.       The Company

         Push Entertainment, Inc. was incorporated under the laws of the State
of Delaware on January 7, 1998. Our address is Suite 600, 520 - 5th Avenue SW,
Calgary, Alberta, Canada, T2P 3R7. Our registered office in the State of
Delaware is 1209 Orange Street, Wilmington, Delaware 19801. Our telephone number
is (403) 297-1055 and our facsimile number is (403) 297-1059.

         On January 7, 1998, we acquired all of the issued and outstanding
capital stock of Push Technologies Inc. (formerly 736145 Alberta Inc.) an
Alberta, Canada corporation incorporated on April 21, 1997 (our "Subsidiary").

         Our Subsidiary entered into an Agreement dated August 4, 1997 with
E-Zone Networks Inc., a Delaware Corporation, (the "E-Zone Agreement") pursuant
to which it agreed to purchase certain technology and intellectual property,
which we refer to as the "Technology," from E-Zone in consideration for (1) the
payment of $200,000 on or before March 31, 1998; and (2) payment of an
additional $160,500 for improvements made to the Technology.

         On January 27, 1998, our Subsidiary assigned to us all of its right,
title and interest in and to the E-Zone Agreement, and in and to the Technology.
We have discharged the obligations of our Subsidiary under the terms of the
E-Zone Agreement.

         The Technology consists of a suite of processes and proprietary
software which will facilitate the conversion of existing 2D film and video
content to a 3D format. See "Item 1. Description of Business - Our Business."

         As at December 31, 2000 we had a total of six full time personnel, of
which three are employees and three are contracted consultants. We currently
have a total of seven full time personnel, of which three are employees and four
are contracted consultants.

         We are not subject to any bankruptcy, receivership or similar
proceedings.

         There is no need for any governmental approval of any of our products
or services.

B.       Our Business

         Following our acquisition of the Technology, we have continued to
expend resources on (1) the development and enhancement of the Technology
($304,661 for the year ended December 31, 1998, $304,855 for the year ending
December 31, 1999 and $230,287 for the year ending December 31, 2000); and (2)
implementing limited business and channel (e.g. potential markets) development
for the Technology ($184,005 for the year ended December 31, 1998, $101,023 for
the year ended December 31, 1999 and $10,594 for the year ended December 31,
2000). To date, we have not yet generated any revenues as a result of these
business and channel expenditures. E-Zone, the initial developer of the
Technology, did not generate any revenues from the Technology prior to our
acquisition of it from them. Funds for the activities mentioned above were
obtained by us through the sale of shares of our common stock and from loans and
advances.


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<PAGE>


1.       The Technology

         The Technology includes the 3D Professional Workstation (the
"Workstation") which consists of a suite of functions designed for
post-production and digital imaging professionals. We believe that the
Workstation significantly improves the production process for creating
stereoscopic 3D video, and when complete, will generate high quality 3D moving
images from existing 2D content.

         The output processed by the Technology is compatible with, and can be
delivered on film, videotape, digital versatile disk ("DVD") and CD-ROM. We have
completed feasibility studies of the 3D conversion process and have produced
demonstration segments based on the current revision of the Workstation. The
Workstation is currently functional and we are continuing to refine and further
develop the Technology.

         The Technology does not require  any  "raw"  materials  (e.g.  computer
hardware,  disks,  etc.)  that are not  widely and  generally  available  from a
variety of different sources at competitive rates.

2.       Intellectual Property

         We have been assigned the rights in and to a certain patent application
pertaining to specific aspects of the Technology, and we intend to file
additional patent and copyright applications for our technologies and processes
as and when our management deems such applications timely, necessary, and/or
advantageous. From our inception in 1997 through December 31, 2000, we have
spent approximately $1,200,303 on research and development activities.

3.       Competitive Products

         Although there is a history of real time 2D to 3D conversion processes
such as those being developed by the Sanyo Corporation, we are aware of only one
other mature technology development company, Dynamic Digital Depth, Inc. ("DDD")
(formerly, Xenotech Ltd.). DDD has commercialized a post production 3D
conversion process. While we and DDD are developing similar and competitive
processes, we believe that the Technology will offer greater flexibility than
the DDD process. The DDD process has been in development for a longer period of
time and has been made available to developers. However, we believe that the
Technology will gain greater acceptance because of its ability to give the user
a wider range of artistic control.

         Moreover, the entertainment, film, video and software industries are
intensely competitive. We compete, and will compete, with companies having
greater financial and technical resources. Therefore to the extent that we are
able to establish sales, revenues and profits there is no assurance that we will
be able to sustain such sales, revenues and profits. In addition, although not a
major factor today, if and when we begin achieving our objectives, larger,
better financed companies in peripheral businesses may be attracted to our
markets. They may be prepared to spend large sums quickly to develop competitive
products and to mount major marketing campaigns. We are aware of this
possibility and hope to establish ourselves early in the industry. Timing is
critical. Therefore, prompt development of our financing and marketing programs
are essential to minimizing this risk.

4.       Advantages of the Technology

         The current revision of the Technology incorporates certain unique
features, and when fully developed, will have the following significant
advantages:

         (a)      The Technology will allow the processing of film, video for
                  HDTV and large format


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<PAGE>

                  films, such  as IMAX, without distortion  normally  associated
                  with less  sophisticated  solutions, and  will  enable  us  to
                  pursue the market for commercial quality off-line processing;

         (b)      the automated image object tracking capability of the
                  Technology speeds up the 3D conversion of images within a
                  scene by automatically tracking the image forward and backward
                  in time;

         (c)      the Technology has been designed to aid in enhancement and
                  production, and to become a factor in the creative aspects of
                  2D and 3D film and video production. It will provide the
                  editor with the unique ability to generate the desired final
                  product. For example, in order to give an object a 3D effect,
                  shading, texturing, rotations and other manipulations can be
                  controlled and combined into a dynamic operation; and

         (d)      the Technology automatically fills background information
                  after an object has been extracted or moved when creating 3D
                  left eye and right eye images.

5.       Post Production

         The Technology has the capability of carrying out processes for film
and video editing that include object manipulation and image enhancement. Images
which have been captured on film or video, such as a person or an object, can be
extracted on a scene by scene or a frame-by-frame basis. Through object
recognition, tracking, and extraction, the desired elements are replicated,
rotated and positioned in the appropriate stereoscopic perspective. The
Technology also allows the extracted objects to be manipulated in a variety of
methods, which, in addition to allowing the image to be converted from 2D to 3D,
can be used to remove objects such as props or add special effects.

6.       Potential Market, Sales Plans and Strategies

         3D attractions, such as "Terminator II 3D" and "Honey I Shrunk the
Audience" located at Universal Studios Theme Parks, are viewed by 80% of the
patrons*. In addition, IMAX has experienced substantial growth by deploying 3D
content in its theaters**. We believe that video and DVD rentals may soon
include 3D titles, thereby providing a market for 3D enhanced productions,
including new releases and re-released existing products. We also believe that
there will be a market for our technology in the multi-media and computer gaming
industries, and for use in upscale, sophisticated corporate presentations.

         We believe that revenues can be achieved from post-production
conversion services, box office percentages and royalties, license fees, and
sale of technology and/or its applications. Initially we intend to use the
Technology to provide editing services directly to customers; however, if we
believe it is appropriate, we will attempt to establish industry alliances with
potential industry partners for product and process development, production, and
distribution agreements and to formalize those alliances as may be advantageous
to us. We plan to provide conversion services to the film industry on a
combination of fixed fee, income sharing, and royalty basis for the conversion
of existing film libraries; however, no pricing policy has been established. For
corporate presentations, we may become involved directly on a "for fee" basis
for larger presentations; we may also license advertising agencies the use of
the processes or form business alliances to implement our business strategy.

*As  published  in the  Hollywood  Reporter,  dated May 28,  1996 in an  article
entitled "T2 Goes Back to the Future."
**Based upon information derived from the IMAX website.


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<PAGE>

Currently, we do not have any such alliances.

C.       Risk Factors Associated with Us and Our Business

         We are engaged in the business of developing and marketing the
Technology which was acquired by our Subsidiary. As no market for the Technology
has been developed and as the Technology remains under development, our business
is characterized by a number of significant risks which are set forth below.

1.       We are a  recently  organized  company  with  no  operating history and
         limited assets.

         We have limited assets and operating history. We have no record of
commercial production, earnings or sales; therefore, we must be considered
promotional and in our early formative and development stage. There is no
assurance that the Technology will achieve commercial acceptance or, if it does,
that a functionally equivalent product will not be developed by competitors with
access to significantly greater resources to devote to research, development and
marketing. There is nothing at this time upon which to base an assumption that
our business plan will prove successful, and there is no assurance that we will
be able to operate profitably.

2.       We have not generated any revenues from operations.

         We do not have any sales or revenues from operations. Accordingly, it
is impossible to predict the timing of receipt or the magnitude of revenues, if
any, from the marketing of the Technology, or whether such revenues will be
realized. Any material delay in bringing the Technology to market could result
in significant delays in the generation of revenues. In view of the
uncertainties that exist concerning the ability of the Technology to achieve
commercial acceptance, there can be no assurance that we will be able to ever
achieve or sustain sales and/or profitability.

3.       Since we  have  no  cash  flow from  operations,  we  may need  to seek
         additional funding from other sources.

         We have limited financial resources and no cash flow from operations.
To date, we have funded our operations primarily by issuing equity and from
shareholder and other advances. There is no assurance that we will continue to
receive such support from our shareholders. To the extent that additional funds
are required to implement our business plan, we will seek to obtain such funds
through equity and/or debt offerings. There is no assurance that if additional
funding is needed, it will be available to us on terms and conditions acceptable
to us. Failure to obtain such additional funding could result in delay or
indefinite postponement of the introduction of the Technology to the market
place or the ability to supply sufficient product to the market place on a
continual and profitable basis. Reference should be made to Page 1 of the Notes
to the Consolidated Financial Statements, which state that "the Corporation is
in the development stage and has no history of generating cash flow from
operations which raises substantial doubt about its ability to continue as a
going concern." See also the Independent Auditor's Report to the Consolidated
Financial Statements.

4.       We face competition from larger and better financed companies.

         The entertainment, film, video and software industries are intensely
competitive and we compete, and will compete, with companies having greater
financial and technical resources. Therefore, to the extent that we are able to
establish sales, revenues and profits, there is no assurance that we will be
able to sustain such sales, revenues and profits. Moreover, although not a major
factor today, if and when we begin achieving our objectives, larger, better
financed companies in


                                       7
<PAGE>


peripheral  businesses may be attracted to our markets.  They may be prepared to
spend  large sums  quickly to develop  competitive  products  and to mount major
marketing  campaigns.  Timing is critical to our success, and the implementation
of our financing and marketing programs are essential to minimize this risk.

5.       Our products and services may become obsolete as competing technologies
         continue to be developed and enhanced.

         The entertainment, film, video and software industries are
characterized by rapid and significant technological change, and the
introduction of new products and new services. The introduction of products
embodying new technologies, the emergence of new industry standards or changes
in these industries may adversely affect our ability to market and sell the
Technology. Our ability to anticipate changes in technology, industry standards
and needs and to develop and introduce new (or enhance existing) processes and
products on a timely basis will be a significant factor in our competitive
position and growth prospects.

6.       We lack a sales and distribution network.

         We have not yet established a significant distribution and support
network. If we fail to put into place an experienced and effective marketing
infrastructure in a timely manner, there could be a substantial and
indeterminate delay in the realization of anticipated revenues.

7.       Our success will depend on the market acceptance of our products.

         Our success is largely dependent upon the market acceptance of the
conversion of existing 2D content into 3D. There is no assurance that this
process will attain a level of market acceptance which will allow for the
continuation and growth of our business operations. In addition, we believe that
we will need to develop new processes and products to maintain our operations in
the longer term. The development and launching of such processes and products
may involve significant expenditures. There can be no assurance that we will
have sufficient financial resources to fund such programs and whether such
undertakings will be commercially successful.

8.       In the future, if  a  public  trading  market for our  shares  were to
         develop, potential sales of issued and  outstanding  shares under Rule
         144 could adversely affect the price of our shares.

         Of the 50,000,000 authorized shares of our common stock, as at December
31, 2000, there were issued and outstanding 20,084,642 shares; all of which,
except for 2,522,581 shares, were "restricted securities" as that term is
defined under the Securities Act of 1933, as amended, and in the future may be
sold in compliance with Rule 144 of the Securities Act, pursuant to a
registration statement filed under the Securities Act, or other applicable
exemptions from registration thereunder. Rule 144 provides, in essence, that a
person holding restricted securities for a period of one year may sell those
securities in unsolicited brokerage transactions or in transactions with a
market maker, in an amount equal to one percent of our outstanding common stock
every three months. Additionally, Rule 144 requires that an issuer of securities
make available adequate current public information with respect to the issuer.
Such information is deemed available if the issuer satisfies the reporting
requirements of Sections 13 or 15(d) of the Exchange Act and of Rule 15c2-11
thereunder. Rule 144 also permits, under certain circumstances, the sale of
shares by a person who is not our affiliate and who has satisfied a two year
holding period without any quantity limitation and whether or not there is
adequate current public information available. Investors should be aware that
sales under Rule 144, or pursuant to a registration statement filed under the
Securities Act, may have a depressive effect on the market price of our common
stock in any market that may develop for such shares. As at


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<PAGE>

December 31, 2000, 16,605,986 shares were subject to possible resale pursuant to
Rule 144; subsequent to that time, an additional 328,460 shares became available
for resale on January 28, 2001, an additional  308,000  shares became  available
for resale on March 16, 2001 and an additional  164,000 shares became  available
for resale on April 7, 2001.

9.       Stockholders may have difficulty transferring or  selling  shares since
         there  is  no  market  for our  common  stock;  and,  because  of  the
         applicability of the Penny Stock Rules to any purported sale.

         There is no current trading market for the shares of our common stock
and there can be no assurance that a trading market will develop, or, if such a
trading market does develop, that it will be sustained. To the extent that a
market develops for the shares of our common stock at all, of which there can be
no assurance, it may appear on the NASD Bulletin Board, which may limit the
marketability and liquidity of our shares. Thus, stockholders may find it
difficult to sell their shares. To date, neither we nor anyone acting on our
behalf has taken any affirmative steps to request or encourage any broker/dealer
to act as a market maker for our common stock. Further, there have been no
discussions or understandings, preliminary or otherwise, between us or anyone
acting on our behalf and any market maker regarding the participation of any
such market maker in the future trading market, if any, for our common stock.

         Under Rule 15g-9 of the Exchange Act, a broker or dealer may not sell a
"penny stock" to, or effect the purchase of a penny stock by, any person unless:

         (a)      such sale or purchase is exempt from Rule 15g-9;

         (b)      prior to the transaction the broker or dealer has (1) approved
                  the person's account for transactions in penny stocks in
                  accordance with Rule 15g-9, and (2) received from the person a
                  written agreement to the transaction setting forth the
                  identity and quantity of the penny stock to be purchased; and

         (c)      the purchaser  has  been  provided  an  appropriate disclosure
                  statement as to penny stock investment.

         The United States Securities and Exchange Commission adopted
regulations that generally define a penny stock to be any equity security other
than a security excluded from such definition by Rule 3a51-1. Such exemptions
include, but are not limited to (1) an equity security issued by an issuer that
has (i) net tangible assets of at least $2,000,000, if such issuer has been in
continuous operations for at least three years, (ii) net tangible assets of at
least $5,000,000, if such issuer has been in continuous operation for less than
three years, or (iii) average revenue of at least $6,000,000 for the preceding
three years; (2) except for purposes of Section 7(b) of the Exchange Act and
Rule 419, any security that has a price of $5.00 or more; and (3) a security
that is authorized or approved for authorization upon notice of issuance for
quotation on the NASDAQ Stock Market, Inc.'s Automated Quotation System. It is
likely that shares of our common stock, assuming a market were to develop
therefor, will be subject to the regulations on penny stocks; consequently, the
market liquidity for our common stock may be adversely affected by such
regulations limiting the ability of broker/dealers to sell common stock and the
ability of stockholders to sell their securities in the secondary market.

         Moreover, our shares may only be sold or transferred by our
stockholders in those jurisdictions in which an exemption for such "secondary
trading" exists or in which the shares may have been registered.


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<PAGE>


10.      We are dependent on the protection  afforded by  intellectual  property
         laws in order to ensure that others do not infringe on our rights.

         We have been assigned the rights in and to certain patent applications
pertaining to the Technology and intend to file such other patent and copyright
applications with respect to the Technology and our processes as our management
may deem advisable. No assurance can be given that the patents and copyrights
will be granted or that, even if granted, that the Technology does not infringe
upon the patents or other intellectual property of others. In the event of
infringement, the consequences to us could be materially adverse.

11.      Our future success  is  dependent  on the  availability of  an adequate
         labor supply as well as the retention of key personnel.

         We depend upon the continued recruiting and maintenance of qualified
personnel to staff our operations. We believe that such personnel are currently
available at reasonable salaries and wages. There can be no assurance, however,
that such personnel will always be available in the future. The continuing
development of the Technology has been almost entirely dependent on the skills
of our management and certain key employees with whom we have no employment
agreements. Loss of the services of any of this management team and/or key
employees could have a materially adverse effect upon our operations.

12.      Some of our officers and directors may serve in similar capacities with
         other companies and their responsibilities and time commitments to such
         other companies may  limit the amount of time  that they have available
         to attend to our business activities.

         From time to time certain of our directors and executive officers may
serve as directors or executive officers of other companies and, to the extent
that such other companies may participate in the industries in which we may
participate, such directors may have a conflict of interest. In addition, our
dependence on directors and officers who devote time to other business interests
may create conflicts of interest, i.e. that the fiduciary obligations of an
individual to the other company conflict with the individual's fiduciary
obligations to us and vice versa. Directors and officers must exercise their
judgment to resolve all conflicts of interest in a manner consistent with their
fiduciary duties to us. In the event that such a conflict of interest arises at
a meeting of the directors, a director who has such a conflict will abstain from
voting for or against the approval of such a participation or such terms. In
appropriate cases, we will establish a special committee of independent
directors to review matters on which several directors, or management, may have
a conflict. We are not aware of the existence of any conflict of interest as
described herein.

13.      Our corporate activities are effectively controlled by our management.

         Our officers and directors as at December 31, 2000, as a group, owned
and/or controlled 5,137,970 or 25.58% of the then current issued and outstanding
shares of common stock and, accordingly, were able to influence and/or exercise
effective control over our affairs.

         Our current officers and directors, as a group, currently own and/or
control 5,137,970 or 24.33% of the current issued and outstanding shares of
common stock and, accordingly, may be able to influence and/or exercise
effective control over our affairs, including but not limited to, the election
of directors and other matters which may be subject to shareholder vote.


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<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY

         All of our tangible assets have been acquired by us since January 1998
and were new at the time of acquisition. We currently sub-lease 4,925 square
feet of office and research premises, located at Suite 600, 520 - 5th Avenue SW,
Calgary, Alberta, Canada from a third party, Paradigm Geophysical at a monthly
basic rent of $4,515Cdn. and the payment of additional rent for operating costs
in the current monthly amount of $3,386Cdn. Our sub-lease expired on March 31,
2001 and we had an option to extend the sub-lease through February 28, 2002
which we declined to exercise. We agreed to extend the sub-lease for three
months through to June 30 2001 and thereafter to sub-lease on a month to month
basis. It is our intention to seek alternative premises during the next three
months to meet our space requirements through the next two to three years.

ITEM 3.  LEGAL PROCEEDINGS

         We are not a party to any legal proceeding, and have no knowledge of
any threatened or pending legal proceeding against us or our property.

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

         No matters were submitted to a vote of security holders during the last
quarter of the fiscal year ended December 31, 2000.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         There is no public trading market for our common stock and there can be
no assurance that a trading market will develop, or, if such a trading market
does develop, that it will be sustained. To the extent that a market develops
for our common stock at all, of which there can be no assurance, it will likely
appear on the NASD Bulletin Board, which may limit the marketability and
liquidity of our common stock. Thus, stockholders may find it difficult to sell
their shares. To date, neither we, nor anyone acting on our behalf has taken any
affirmative steps to request or encourage any broker/dealer to act as a market
maker for our common stock. Further, there have been no discussions or
understandings, preliminary or otherwise, between us or anyone acting on our
behalf and any market maker regarding the participation of any such market maker
in the future trading market, if any, for our common stock. See "Part I. Item 1.
Description of Business - Risk Factors Associated with the Us and Our business."

         Of the 50,000,000 authorized shares of our common stock, as at December
31, 2000, there were issued and outstanding 20,084,642 shares; all of which,
except for 2,522,581 shares, were "restricted securities" as that term is
defined under the Securities Act of 1933, as amended, and in the future could be
sold in compliance with Rule 144 of the Securities Act, pursuant to a
registration statement filed under the Securities Act, or other applicable
exemptions from registration thereunder. Specifically, as at December 31, 2000,
16,605,986 shares were subject to possible resale pursuant to Rule 144;
subsequent to that time an additional 328,460 shares became available for resale
on January 28, 2001, an additional 308,000 shares became available for resale on
March 16, 2001 and an additional 164,000 shares became available for resale on
April 7, 2001

         As at December 31, 2000, there were approximately 180 holders of our
common stock.


                                       11
<PAGE>

Recent sales of unregistered securities:

         Since inception through December 31, 2000, we sold securities in the
manner set forth below without registration under the Securities Act of 1933, as
amended.

1. In January 1998, we offered and sold an aggregate of 16,027,524 shares of our
common stock for an aggregate consideration of $37,907. We believe that these
transactions were exempt from registration under the Securities Act in
accordance to exemptions afforded by, and the rules and regulations promulgated
under the Securities Act, including, but not limited to, Regulation S and
Section 4(2), as transactions by an issuer not involving any public offering.

2. From May through August 1998, we offered and sold 2,522,581 shares of our
common stock for an aggregate cash consideration of $861,290 to 30 persons in
accordance with the exemption from registration afforded by Rule 504 of
Regulation D.

3. During November 1998, we offered and sold to two non US Persons (as defined
in Regulation S) 200,000 shares of our common stock for aggregate consideration
of $100,000. We believe that these transactions were exempt from registration
under the Securities Act under an exemption afforded by Regulation S.

4. In May 1999, we offered and sold 378,462 shares of our common stock for
aggregate cash consideration of $246,000 to a non US Person (as defined in
Regulation S). We believe that such a transaction was exempt from registration
under the Securities Act under an exemption afforded by Regulation S.

         Subsequent to December 31, 2000, we offered and sold 1,033,333 shares
of our common stock for aggregate cash consideration of $500,000 to a non US
Person (as defined in Regulation S). Such shares were issued on April 6, 2001.
We believe that such transaction was exempt from registration under the
Securities Act under an exemption afforded by Regulation S.

         We have not declared any dividends since inception, and have no present
intention of paying any cash dividends on our common stock in the foreseeable
future. The payment of dividends, if any, in the future, rests within the
discretion of our Board of Directors and will depend, among other things, upon
our earnings, our capital requirements and our financial condition, as well as
other relevant facts.

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

A.       Operations To Date

         Our Subsidiary entered into the E-Zone Agreement dated August 4, 1997
with E-Zone Networks Inc., a Delaware Corporation ("E-Zone") pursuant to which
our Subsidiary agreed to purchase the Technology from E-Zone in consideration of
(1) the payment of $200,000 on or before March 31, 1998; and (2) payment of an
additional $160,500 for improvements made to the Technology.

         Pursuant to an Assignment Agreement dated January 27, 1998 (1) our
Subsidiary assigned to us all of its right title and interest to the E-Zone
Agreement and in and to the Technology; and (2), we agreed to discharge the
obligations of our Subsidiary under the terms of the E-Zone Agreement.


                                       12
<PAGE>

         From inception through December 31, 2000, we had expended (1) $360,500
in satisfying our Subsidiary's obligation under the E-Zone Agreement; (2)
$1,200,303 on the development and enhancement of the Technology ($230,287 of
which was expended during the year ended December 31, 2000); (3) $295,622 on
implementing business and channel development for the Technology ($10,594 of
which was expended during the year ended December 31, 2000), and (4) $109,955
for the acquisition of capital assets including computer hardware, office
furnishings and equipment ($5,492 of which was expended during the year ended
December 31, 2000).

B.       Plan of Operation

         During 2000, we continued to enhance and pursue various channels to
commercialize the Technology. We plan for the Technology to be ready for the
first commercial application during 2001. We intend to pursue various potential
revenue streams, including the conversion of all film formats. In addition, we
intend to pursue other potential applications for the Technology including the
conversion of simulator ride videos and music videos.

         In December 2000, we signed a Letter of Intent (the "LOI") with
Multilinc, Inc. ("Multilinc") having its principal offices in Carlsbad,
California, for the commercialization of a personal monitor display device (the
"PM"). The PM is a display device that is worn like a pair of glasses and can be
used to view video and other visual data. Multilinc has obtained the worldwide
marketing rights for the PM from its inventors in Europe. The LOI contemplates
our funding of the development of a working prototype of a PM. The funding is
estimated to total $1,500,000 and will be recovered from sales revenues prior to
revenue sharing with Multilinc. In addition, under the terms of the LOI, we will
recover an additional 30% of the total funding amount prior to revenue sharing
with Multilinc. After we recover the funding and the additional 30% premium, we
will receive 50% share of revenues from all sales of the PM, subject to a
royalty back to the inventors. As part of the LOI we advanced $75,000 to
Multilinc, as evidenced by a Promissory Note and secured by all of the shares of
the principal shareholder of Multilinc. The Promissory Note is due on April 30,
2001. To date we have not executed definitive agreements with respect to this
business opportunity, however we anticipate doing so prior to April 30, 2001 at
which time we will apply the amounts due from Multilinc under the Promissory
Note to our investment in this venture.

         We will continue to enhance the Technology through 2001 but the main
focus of our efforts and expenditure of resources through December 31, 2001 will
be on commercializing the Technology and seeking business opportunities that are
compatible with the Technology. Accomplishment of this plan will depend in great
part on our ability to finance these efforts and our ability to secure
commercial contracts.

         At December 31, 2000, we were still in the development stage and we had
no history of generating cash flow or revenues from operations.

         As at December 31, 2000, we had a working capital deficiency of
$403,574, an increase of $23,912 or 6% from our working capital deficiency as of
December 31, 1999. The change in our working capital deficiency can be
attributed to (i) our increase in cash by 191%, from $5,381 as at December 31,
1999 to $15,666 as at December 31, 2000, (ii) a 225% increase in our accounts
receivables from $7,736 as at December 31, 1999 to $25,122 as at December 31,
2000, as well as (iii) a 42% increase in our accounts payable and accrued
liabilities (including amounts due to related parties) from $164,651 as at
December 31, 1999 to $233,712 as at December 31, 2000, and (iv) a 46% decrease
in shareholder advances from $228,128 as at December 31, 1999 to $122,650 as at
December 31, 2000, and (v) an increase in notes payable from nil as at December
31, 1999 to


                                       13
<PAGE>

$88,000 as at December 31, 2000.

         Our activities to date have been financed from the proceeds of the
offer and sale of our common stock and from shareholder and other advances and
notes payable. During the year ended December 31, 2000, we continued to fund
ourselves on this basis and (1) sold 956,075 shares of our common stock for an
aggregate net consideration of $555,775, and (2) received proceeds of notes
payable aggregating $88,000. In addition to funding our activities during the
year ended December 31, 2000, we also reduced our shareholder advances from
$228,128 as at December 31, 1998 to $122,650 as at December 31, 2000.

         Subsequent to December 31, 2000, we (i) received additional proceeds
from notes payable aggregating $189,430, and (ii) issued 1,033,333 shares of our
capital stock for gross proceeds of $500,000. The current total amount of notes
payable, aggregating $277,430 is secured by our assets and the assets of our
Subsidiary,

         We will require additional funding, effected through equity and/or debt
financing, in order to meet our projected cash requirements through December
2001. We have no understandings or agreements with any person regarding any such
equity and/or debt financing and no assurance can be given that we will be able
to obtain such additional financing on terms that we deem acceptable. See "Part
I. Item 1. Descriptions of Business - Risk Factors Associated with Us and Our
Business."

         Our primary focus in 2001 will be on continued research and
development, as well as increased business development activities so as to
achieve initial revenues. No assurance can be given that the amount budgeted for
such activities will be sufficient to achieve our goals. If additional funds are
required we will need to explore the availability of such funds either through
the sale of equity and/or debt. To the extent that we engage in such financing
activities, our existing stockholders and/or management may participate.

         As at December 31, 2000, we had six full time personnel (3 employees
and 3 in house consultants). We currently have seven full time personnel (3
employees and 4 in house consultants) and anticipate hiring additional employees
during the year ending December 31, 2001 as our needs and resources permit.

         There can be no assurance of our ability to continue as a going
concern. Our success in continuing as a going concern is dependent on the
continued support of our shareholders, our ability to raise new capital and to
achieve a commercial level of production and sales from profitable operations.

C.       Forward Looking Statements

         This report includes "Forward-Looking Statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Any
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future
events or performance (often, but not always, using words or phrases such as
"expects" or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "estimates" or "intends", or stating that certain actions,
events or results "may", "could", "would", "might" or "will" be taken, occur or
be achieved) are not statements of historical fact and may be considered
"forward looking statements". These types of statements are included, among
other places in this report, in the sections entitled "Management's Discussion
and Analysis or Plan of Operation," "Description of Business" and "Description
of Property." Forward-looking statements are based on expectations, estimates
and projections at the time the statements are made that involve a


                                       14
<PAGE>

number of risks and uncertainties  which could cause actual results or events to
differ  materially  from  those  presently  anticipated.  See  "Part I.  Item 1.
Description  of  Business-Risk  Factors  Associated  with Us and Our  Business."
Although we believe  that the  expectations  reflected  in such  forward-looking
statements are reasonable,  we can give no assurance that such expectations will
prove to have been correct.


                                       15
<PAGE>



ITEM 7.  FINANCIAL STATEMENTS

                                                                            Page

         Independent Auditors' Report dated                                  17

         Consolidated Balance Sheets as at December 31, 2000
                  And 1999                                                   18

         Consolidated Statements of Operations and Deficit
                  For the years ended December 31, 2000, 1999 and 1998
                  And for the Period from Commencement of
                  Operations on April 21, 1997 to December 31, 2000          19

         Consolidated Statements of Cash Flows for the years ended
                  December 31, 2000, 1999 and 1998 and for the Period from
                  Commencement of Operations on April 21, 1997 to
                  December 31, 2000                                          20

         Notes to Consolidated Financial Statements                          21





                                       16
<PAGE>



INDEPENDENT AUDITORS' REPORT

We have audited the accompanying consolidated balance sheets of Push
Entertainment Inc. (a Development Stage Enterprise) as at December 31, 2000 and
1999 and the related consolidated statements of operations and deficit, and cash
flows for the years ended December 31, 2000, 1999, 1998 and the period from
commencement of operations on April 21, 1997 to December 31, 2000. These
financial statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with United States 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 Push Entertainment Inc. (a
Development Stage Enterprise) as at December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years ended December 31, 2000, 1999
and 1998 and the period from commencement of operations on April 21, 1997 to
December 31, 2000 in conformity with United States generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Corporation will continue as a going concern. As discussed in note 1 to the
financial statements, the Corporation has incurred recurring losses from
operations and has a net capital deficiency that raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are disclosed in note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



(Signed) KPMG LLP

Chartered Accountants

Calgary, Canada
April 2, 2001



                                       17
<PAGE>


PUSH ENTERTAINMENT INC.
(A Development Stage Enterprise)
Consolidated Balance Sheets

December 31, 2000 and 1999
(Expressed in United States Dollars)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                                     2000                 1999
------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                    <C>
Assets

Current assets:
     Cash                                                                   $      15,666        $       5,381
     Accounts receivable                                                           25,122                7,736
------------------------------------------------------------------------------------------------------------------------
                                                                                   40,788               13,117

Deposits (note 3)                                                                  75,000                    -

Capital assets (note 4)                                                            58,958               72,264

------------------------------------------------------------------------------------------------------------------------
                                                                            $     174,746        $      85,381
------------------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Deficiency

Current liabilities:
     Accounts payable                                                       $     118,312        $      92,230
     Accrued liabilities                                                           36,072               10,926
     Amounts due to related parties                                                79,328               61,495
     Shareholder advances                                                         122,650              228,128
     Notes payable (note 5)                                                        88,000                    -
------------------------------------------------------------------------------------------------------------------------
                                                                                  444,362              392,779

Stockholders' deficiency:
     Share capital (note 7)                                                     1,811,663            1,255,888
     Deficit accumulated during the development stage                          (2,081,279)          (1,563,286)
------------------------------------------------------------------------------------------------------------------------
                                                                                 (269,616)            (307,398)

Future operations (note 1)

Subsequent events (note 12)

------------------------------------------------------------------------------------------------------------------------
                                                                            $     174,746        $      85,381
------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.

Approved by:

(Signed)  "Dan D. Lowe"                     Director
----------------------------------------


(Signed)  "Ian Tweedie"                     Director
----------------------------------------



                                       18
<PAGE>




PUSH ENTERTAINMENT INC.
(A Development Stage Enterprise)
Consolidated Statements of Operations and Deficit

(Expressed in United States Dollars)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                                                   Period from
                                                                                               commencement of
                                                                                                 operations on
                                                       Years ended December 31,              April 21, 1997 to
                                          ------------------------------------------------        December 31,
                                                   2000              1999             1998                2000
--------------------------------------------------------------------------------------------------------------------

<S>                                        <C>               <C>              <C>                 <C>
Expenses:
     Technology and product
       development                        $     230,287     $     304,855    $     304,661       $   1,200,303
     Business and channel
       development                               10,594           101,023          184,005             295,622
     General and administration                 258,314           114,113          161,931             534,358
     Depreciation                                18,798            21,210           10,988              50,996
--------------------------------------------------------------------------------------------------------------------
                                                517,993           541,201          661,585           2,081,279

--------------------------------------------------------------------------------------------------------------------
Net loss                                        517,993           541,201          661,585           2,081,279

Deficit, beginning of period                  1,563,286         1,022,085          360,500                   -

--------------------------------------------------------------------------------------------------------------------
Deficit, end of period                    $   2,081,279     $   1,563,286    $   1,022,085       $   2,081,279
--------------------------------------------------------------------------------------------------------------------

Loss per share                            $        0.03     $        0.03    $       0.04        $        0.10
--------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.




                                       19
<PAGE>



PUSH ENTERTAINMENT INC.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows

(Expressed in United States Dollars)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                                                                   Period from
                                                                                               commencement of
                                                                                                 operations on
                                                       Years ended December 31,              April 21, 1997 to
                                          ------------------------------------------------        December 31,
                                                   2000              1999             1998                2000
-----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>              <C>             <C>                 <C>
Cash provided by (used in):

Operations:
     Net loss                             $    (517,993)    $    (541,201)  $    (661,585)       $  (2,081,279)
     Item not involving cash:
         Depreciation                            18,798            21,210          10,988               50,996
     Net changes in non-cash
       working capital:
         Accounts receivable                    (17,386)            3,904         (11,640)             (25,122)
         Accounts payable                        26,082            58,170          34,060              118,312
         Accrued liabilities                     25,146           (50,894)         61,820               36,072
         Amounts due to related parties          17,833            51,667           9,828               79,328
-----------------------------------------------------------------------------------------------------------------------
                                               (447,520)         (457,144)       (556,529)          (1,821,693)

Financing activities:
     Issuance of share capital,
       net of issue costs                       555,775           269,760         986,128            1,811,663
     Shareholder advances,
       net of repayments                       (105,478)          179,124          49,004              122,650
     Notes payable                               88,000                 -        (360,500)              88,000
-----------------------------------------------------------------------------------------------------------------------
                                                538,297           448,884         674,632            2,022,313

Investing activities:
     Acquisition of capital assets               (5,492)          (15,982)        (88,480)            (109,954)
     Deposits                                   (75,000)                -              (1)             (75,000)
-----------------------------------------------------------------------------------------------------------------------
                                                (80,492)          (15,982)        (88,481)            (184,954)

-----------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash
   and cash equivalent                           10,285           (24,242)         29,622               15,666

Cash and cash equivalents,
   beginning of period                            5,381            29,623               1                    -

-----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents,
   end of period                          $      15,666     $       5,381   $      29,623        $      15,666
-----------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.




                                       20
<PAGE>


PUSH ENTERTAINMENT INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2000 and 1999
(Expressed in United States Dollars)

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


Incorporation and basis of presentation:

     Push Entertainment Inc. (the "Corporation") was incorporated under the laws
     of the State of Delaware on January 7, 1998. Effective January 7, 1998 the
     Corporation acquired for cash consideration of $1, all of the issued and
     outstanding capital stock of Push Technologies Inc. ("PTI"), a company
     incorporated under the laws of the Province of Alberta, Canada. PTI was
     incorporated as 736145 Alberta Inc. on April 21, 1997 with all capital
     stock being issued to a provisional shareholder to hold until the
     incorporation of its ultimate shareholder, which was to be the Corporation.
     As a result, the Corporation has accounted for the operations of PTI on the
     continuity of interests basis, as if PTI had always been owned by the
     Corporation. The Corporation is in the business of developing technologies
     for the conversion of 2D film and video images into 3D content.

     The consolidated financial statements include the accounts of the
     Corporation and its wholly-owned subsidiary PTI.

     These consolidated financial statements are presented in United States
     Dollars, and are prepared in accordance with accounting principles
     generally accepted in the United States.


1.   Future operations:

     These financial statements have been prepared on the basis of accounting
     principles applicable to a going concern, which assume that the Corporation
     will continue in operation for the foreseeable future and will be able to
     realize its assets and discharge its obligations in the normal course of
     operations.

     At December 31, 2000 the Corporation is in the development stage and has no
     history of generating cash flow from operations which raises substantial
     doubt about its ability to continue as a going concern. The Corporation is
     actively pursuing various initiatives, most particularly the development,
     marketing and production of its products and capabilities so as to achieve
     a commercial level of operations, and the sourcing of additional financing.
     In particular the Corporation has reached an agreement, as more fully
     explained in note 3, to acquire the rights to certain visor display
     technology. To fully develop this technology, the Corporation will require
     minimum additional financing of $1,500,000.

     During its development stage, the Corporation has funded its operating
     activities primarily by issuing equity and from shareholder advances. The
     Corporation intends to seek additional equity financing to fund future
     operations.

     There can be no assurance of the Corporation's ability to continue as a
     going concern. The application of the going concern concept is dependent
     upon the Corporation receiving the continued support of its shareholders,
     its ability to raise new capital and its ability to achieve a commercial
     level of production and sales and profitable operations. The financial
     statements do not include any adjustments that might result from the
     outcome of this uncertainty.



                                       21
<PAGE>


PUSH ENTERTAINMENT INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2000 and 1999
(Expressed in United States Dollars)

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


2.   Significant accounting policies:

     (a) Capital assets:

         Capital assets are recorded at cost. Depreciation is provided over the
         estimated useful lives of the assets using the following methods and
         annual rates:

--------------------------------------------------------------------------------
         Assets                                   Basis                 Rate
--------------------------------------------------------------------------------

         Furniture and equipment      Declining balance                  20%
         Computer equipment           Declining balance                  30%
--------------------------------------------------------------------------------

     (b) Technology and product development costs:

         Costs incurred in the development of new technology and software
         products are capitalized once technological and commercial feasibility
         has been established, and are amortized over the life of the product
         once the product is available for general release to customers. There
         have been no costs capitalized to date.

     (d) Cash and cash equivalents:

         The Corporation's cash equivalents are deposits which have an original
         maturity of less than three months. Cash equivalents are recorded at
         cost which approximates current market value.

     (e) Income taxes:

         The Corporation uses the liability method of accounting for income
         taxes under which deferred tax assets and liabilities are recognized
         for the estimated future tax consequences attributable to differences
         between the financial statement carrying amounts of existing assets and
         liabilities and their respective tax bases. Deferred tax assets and
         liabilities are measured using enacted tax rates in effect for the year
         in which those temporary differences are expected to be recovered or
         settled. The effect on deferred tax assets and liabilities of a change
         in tax rates is recognized as part of the provision for income taxes in
         the period that includes the enactment date.

     (f) Use of 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 expenses
         during the reported period. Actual results could differ from these
         estimates.





                                       22
<PAGE>



PUSH ENTERTAINMENT INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2000 and 1999
(Expressed in United States Dollars)

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

3.   Deposits:

     On December 8, 2000 the Corporation entered into a Letter of Intent with
     Multilinc, Inc. ("Multilinc") for the development and marketing rights of a
     personal visor display device (the "Visor"). Multilinc has secured the
     worldwide marketing rights for the Visor from a European development group
     and the Letter of Intent contemplates that Push and Multilinc will enter
     into an agreement whereby Multilinc will assign its rights to Push and Push
     will fund, by way of advances, the development of the Visor, estimated to
     aggregate $1,500,000. Following the repayment to Push of 130% of the
     funding advances, Push and Multilinc will share equally all net revenues,
     as calculated under US GAAP, from the sale of the Visors and any related
     products.

     Pursuant to the terms of the Letter of Intent, Push advanced $75,000 to
     Multilinc, evidenced by a Promissory Note due on April 30, 2001 and secured
     by the shares of the principal of Multilinc. In the event the full amount
     of the Promissory Note it is not repaid at the due date, the Principal
     bears interest at the rate of 12% per annum from April 30, 2001.



4.   Capital assets:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                         Accumulated             Net book
     December 31, 2000                      Cost        depreciation                value
---------------------------------------------------------------------------------------------------------------

<S>                               <C>                  <C>                  <C>
     Furniture and equipment      $       50,839       $      21,200        $      29,639
     Computer equipment                   59,115              29,796               29,319

---------------------------------------------------------------------------------------------------------------
                                  $      109,954       $      50,996        $      58,958
---------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------------------------
                                                        Accumulated              Net book
     December 31, 1999                      Cost        depreciation                value
---------------------------------------------------------------------------------------------------------------

     Furniture and equipment      $       50,839       $      13,786        $      37,053
     Computer equipment                   53,623              18,412               35,211

---------------------------------------------------------------------------------------------------------------
                                  $      104,462       $      32,198        $      72,264
---------------------------------------------------------------------------------------------------------------
</TABLE>




                                       23
<PAGE>


PUSH ENTERTAINMENT INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2000 and 1999
(Expressed in United States Dollars)

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


5.   Notes payable:

     In December 2000, the Corporation secured a loan in the principal amount of
     Cdn $425,000 ($283,296). As at December 31, 2000, the Corporation had
     received $88,000 of the total loan proceeds. The full amount of the loan is
     evidenced by a Promissory Note and is secured by assets of the Corporation
     and PTI. The loan is non-interest bearing until April 30, 2001, the due
     date, after which time, in the event the loan is not fully repaid, interest
     will accrue at the rate of 12% per annum.


6.   Related party transactions:
(a)      During  2000 the  Corporation  was charged  $nil (1999 - $29,000;  1998
         - $87,000)  for  technology  and  product  development expenditures  by
         related parties.
(b)      During  2000 the  Corporation  was  charged  $nil (1999 - $55,000; 1998
         -  $77,000)  for  business  and  channel  development  expenditures  by
         related parties.
(c)      During 2000 the  corporation  was charged  $60,590 (1999 - $3,500; 1998
         - $nil) for general and  administrative  expenses by related parties.

     Related parties include directors, officers and significant shareholders of
the Corporation and companies under their control.


7.   Share capital:

     (a) Authorized:

         50,000,000 common shares with a par value of $.001 per share
         5,000,000 preferred shares with a par value of $.001 per share

     (b) Common shares issued and to be issued:

--------------------------------------------------------------------------------
                                                  Number
                                               of Shares               Amount
--------------------------------------------------------------------------------

         Balance, December 31, 1998           18,750,105        $     986,128
         Issued:
              For cash                           378,462              269,760
--------------------------------------------------------------------------------
         Balance, December 31, 1999           19,128,567            1,255,888

         Issued:
              For cash                           887,575              576,924
              For services                        68,500               44,525
              Less share issue costs                   -              (65,674)

--------------------------------------------------------------------------------
         Balance, December 31, 2000           20,084,642        $   1,811,663
--------------------------------------------------------------------------------




                                       24
<PAGE>



PUSH ENTERTAINMENT INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2000 and 1999
(Expressed in United States Dollars)

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

7.   Share capital (continued):

     (c) On December 15, 1999, the Corporation entered into an Agency Agreement
         with Rogers & Partners Securities Inc., for the private placement,
         pursuant to an Offering Memorandum of the same date (the "OM"), of up
         to 2,500,000 common shares of the Corporation at $0.65 per share.
         During 2000, the Corporation issued 887,575 common shares pursuant to
         the OM.

8.   Commitments:

     Minimum future annual lease commitments in respect of office rent are as
follows:

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

     2001                              $      18,000
--------------------------------------------------------------------------------


9.   Fair value of financial assets and liabilities:

     The fair value of the Corporation's financial assets and liabilities as at
     December 31, 2000 and 1999 approximate their carrying amounts, due to their
     short terms to maturity.



10.  Income taxes:

     The tax effects of temporary differences that give rise to significant
     portions of future income tax assets are approximately as follows:

--------------------------------------------------------------------------------
                                                  2000                1999
--------------------------------------------------------------------------------

     Future income tax assets:
         Share issue costs                $      35,100        $           -
         Income tax losses                      927,900              698,000
         Less:  valuation allowance            (963,000)            (698,000)

--------------------------------------------------------------------------------
     Net future tax assets                $           -        $           -
--------------------------------------------------------------------------------


     The Corporation has approximately $2,080,000 (1999 - $1,563,000; 1998 -
     $1,075,000) of income tax losses and pools, which begin expiring in 2004
     and are available to reduce future periods' taxable income. No benefit for
     these losses and pools has been recognized in these financial statements.

     The income tax losses are subject to review by the United States and
     Canadian taxation authorities.

                                       25
<PAGE>


PUSH ENTERTAINMENT INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements

Years ended December 31, 2000 and 1999
(Expressed in United States Dollars)

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


11.  Loss per share:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                             2000                  1999                1998
------------------------------------------------------------------------------------------------------------------------------------

<S>                                                  <C>                    <C>                  <C>
     Net loss                                        $      517,993         $     541,201        $     661,585
     Weighted average common shares                      19,869,301            18,892,028           17,040,295
------------------------------------------------------------------------------------------------------------------------------------

     Loss per common share                           $         0.03         $        0.03        $        0.04
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>



12.  Subsequent events:

     Subsequent to the end of the year, the Corporation:

     (a) received  the balance  of  the funds  pursuant  to  the  Note  Payable,
         aggregating $189,430.

     (b) entered into an agreement with a private investor to form a new
         company, Vitec Entertainment Inc. ("Vitec"). The Corporation has agreed
         to undertake, on behalf of Vitec, a research and development project,
         estimated to be in the amount of $1,000,000, to develop an application
         for an inclusive video experience utilizing the Visor. Upon completion
         of the project the Corporation will own 50% of Vitec. In conjunction
         with this agreement, the private investor has subscribed for 1,033,333
         common shares of the Corporation for total consideration of $500,000.




                                       26
<PAGE>



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

         There have been no changes in or disagreement with our accountants on
accounting and financial disclosures.

                                    PART III

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

         The following persons are our current directors and executive officers:

----------------- -------- ------------------------------------ ----------------
Name              Age      Position Held                        Term
----------------- -------- ------------------------------------ ----------------

----------------- -------- ------------------------------------ ----------------
Danny D. Lowe     52       Director, Chairman of the Board,     Since 1/7/98
                           and President
----------------- -------- ------------------------------------ ----------------

----------------- -------- ------------------------------------ ----------------
Todd G. Simpson   35       Director & Vice President            Since 1/7/98
----------------- -------- ------------------------------------ ----------------

----------------- -------- ------------------------------------ ----------------
Mark H. Holden    43       Director & Vice President            Since 1/7/98
----------------- -------- ------------------------------------ ----------------

----------------- -------- ------------------------------------ ----------------
Ian T. Tweedie    52       Director & Chief Financial Officer   Since 3/4/98
----------------- -------- ------------------------------------ ----------------

         All of our directors and officers are elected annually to serve for one
year or until their successors are duly elected and qualified.

         We currently have seven full time personnel and are supported to the
extent required by outside consultants. Additional staff will be recruited as
required to support our growth and development. Three of the full time personnel
are employees and four are contracted consultants. Key personnel also have
equity positions and have executed confidentiality and non-competition
agreements. Compensation levels are, and will continue to be, commensurate with
industry standards with incentive programs extended to the key personnel.

Danny D. Lowe
Director, Chairman of the Board and President

         From January 7, 1998 to the present, Mr. Lowe has held several offices
in our company including Director, Chairman of the Board and President. From
January, 1996 to December 2000, Mr. Lowe worked with E-Zone Networks, Inc. and
its subsidiary, E-Zone Research and Development, Inc. At various times during
that period, he held the offices of director, President and Chief Executive
Officer. Mr. Lowe co-founded QSound Labs, Inc. (NASDAQ) in 1988 and served as an
officer and director thereof until January, 1996. Mr. Lowe was the inventor of
QSound's proprietary 3D audio technology, widely recognized as a standard in 3D
audio. QSound's technology has been licensed by companies such as Microsoft,
Sharp, Aiwa and Sega and used by such recording artists as Sting, Madonna and
Pink Floyd. E-Zone provides a closed television network designed specifically
for the fitness industry to alleviate the boredom associated with the use of
stationary exercise equipment. E-Zone systems have been deployed in over 300
facilities in the United States with a membership of 1.5 million consumers. Mr.
Lowe was one of our co-founders.


                                       27
<PAGE>


Todd G. Simpson, Ph.D.
Director and Vice President - Technical Direction & Intellectual Property

         Dr. Simpson's career has been exclusively in Calgary, Alberta. He was
employed on a full time basis by Alberta Government Telephones (now Telus
Corporation) as a Research Analyst between 1991 and 1993. For the period of 1992
through 1995 Dr. Simpson held the part time position of an Instructor in
programming and system design courses with Continuing Education at the
University of Calgary. From 1993 through 1995, Dr. Simpson was employed full
time at Q Sound Labs Inc. as a Project Leader and from 1995 through to the
present, Dr. Simpson has held the position of Vice President, Engineering at
E-Zone Networks Inc. Dr. Simpson was the President of Push Technologies Inc.
until August 1, 2000 and since 1997 has been one of our directors and officers.

Mark Holden
Director and Vice President- Film & Video Acquisition

         Mr. Holden co-founded  Tanisys Technologies Inc. in Vancouver,  British
Columbia in 1990 where he was employed  until 1994. In 1994, Mr. Holden became a
self-employed  consultant to Rainmaker Digital Imaging Inc. and between 1995 and
1998 he  consulted  to E-Zone  Networks  Inc.  Mr.  Holden  provides  consulting
services to us, on an as need basis.

Ian T. Tweedie, C.A.
Director and Chief Financial Officer

         From  October  1996 to August  1999,  Mr.  Tweedie  was a  Director and
President of Digital Armor Inc.  (NASD OTC).  Prior to October 1996, Mr. Tweedie
was President and a Director of Virtual Universe  Corporation,  a public company
whose shares trade on the Canadian Venture  Exchange.  Mr. Tweedie has served as
Director  and Chief  Financial  Officer of our  company  since March 4, 1998 and
became a full time consultant to our company in December 1999.

         The following individuals, although not officers or directors, are
expected to make a significant contribution to our business:

David Spooner, Ph.D.
Senior Software Engineer

         Dr. Spooner, age 37, has 13 years of experience in software engineering
and design.  Dr. Spooner has consulted to us as senior  software  engineer since
January 1998.  From 1995 to 1997, Dr. Spooner  consulted to E-Zone  Research and
Development,  Inc. and prior thereto,  consulted to Shell Canada.  Dr. Spooner's
Ph.D. was granted in computer  science and his thesis was related to programming
language  semantics.  Dr. Spooner's  responsibilities  include the architectural
design and implementation of the Technology.

Len Bruton, Ph.D.
Technical Consultant

         Dr. Bruton, age 57, has been a Professor in the Faculty of Engineering
at the University of Calgary since 1970. During this period he also served as
Head of Electrical and Computer Engineering, Dean of Engineering, and Vice
President, Research. In addition to his academic responsibilities Dr. Bruton
conducts research in the areas of digital video and 3D filtering. Dr. Bruton has
published extensively and is recognized worldwide for his work in filter design
and intellectual property.


                                       28
<PAGE>


         Our consultants have entered into agreements with us, which provide in
part for the description of the services to be provided by them, the
compensation to be paid for their services and the retention by us of all
existing and developed intellectual property. Each of the consulting agreements
can be terminated by us or the consultant upon thirty (30) days notice. The
non-disclosure/non-competition agreements which we have with each of the
consultants provides in part that the consultants will not disclose or utilize
our intellectual property and that the intellectual property will be kept in the
strictest confidence. The non-disclosure/non-competition agreements also provide
that the consultants will not compete, either directly or indirectly with us or
carry on a business similar to that carried on by us for a period of three (3)
years from the termination of the consulting agreements. We acknowledge that
such agreements are not strictly enforced by the courts in the United States and
Canada and may be enforced in part only and in some cases not at all.

         Except as described below, during the past five years none of our
directors, executive officers, promoters or control persons were:

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

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

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

         (4) found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law.

         Messrs.  Lowe  and  Simpson  were  officers of  E-Zone  Networks,  Inc.
("E-Zone") and its Canadian  subsidiary,  E-Zone Research and Development,  Inc.
("E-Zone Canada") until December 2000. In addition,  Mr. Lowe served as Director
of E-Zone until June 2000.  In  September  2000,  E-Zone and E-Zone  Canada were
acquired  by  Netpulse  Communications,  Inc.  ("Netpulse").  In  January  2001,
Netpulse, E-Zone and E-Zone Canada filed a petition for bankruptcy under Chapter
7. At the time of such filing,  neither of Messrs. Lowe or Simpson were officers
or directors of E-Zone or E-Zone Canada.



                                       29
<PAGE>




ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth information concerning the compensation
of the named executive officers and directors for the three years ended December
31, 1998, 1999 and 2000.


<TABLE>
<CAPTION>
--------------------------- ------------ -------------------------------------- ---------------------------------------------------
                                                  Annual Compensation                         Long-Term Compensation
                                         ----------- ------------ ------------- --------------------------- -----------------------
                                                                                          Awards                   Payments
                                                                                --------------------------- -----------------------


                                                                  Other Annual                Securities                   All
                               Year                                 Compen-     Restricted      Under-                    other
     Name And                   Or                                   sation        Stock         Lying         LTIP      Compen-
 Principal Position           Period       Salary      Bonuses        ($)        Award(s)      Options/      Payouts      sation
                               Ended        ($)          ($)                        ($)          SARs          ($)         ($)
--------------------------- ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
<S>                         <C>           <C>          <C>         <C>            <C>         <C>            <C>         <C>
Danny D. Lowe               12/31/98         -            -        55,879(1)         -             -            -           -
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
President/Director          12/31/99         -            -        21,037(1)         -             -            -           -
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
                            12/31/00         -            -            -             -             -            -           -
---------------------------
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
Todd G. Simpson Ph.D.       12/31/98         -            -        50,303(2)         -             -            -           -
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
Vice President/Director     12/31/99         -            -        19,084(2)         -             -            -           -
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
                            12/31/00         -            -            -             -             -            -           -
---------------------------
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
Mark Holden                 12/31/98         -            -        37,086(3)         -             -            -           -
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
Director                    12/31/99         -            -        33,659(3)         -             -            -           -
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
                            12/31/00         -            -            -             -             -            -           -
---------------------------
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
Norman R. Hess              12/31/98         -            -        20,736(4)         -             -            -           -
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
Secretary/Treasurer/        12/31/99         -            -        10,659(4)         -             -            -           -
Director                    ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
                            12/31/00         -            -                          -             -            -           -
---------------------------
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
Dan Matthews                12/31/98         -            -            -             -             -            -           -
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
Director                    12/31/99         -            -            -             -             -            -           -
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
                            12/31/00         -            -            -             -             -            -           -
---------------------------
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
Ian Tweedie                 12/31/98         -            -            -             -             -            -           -
                            ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
Chief Financial Officer/    12/31/99         -            -         3,366(5)         -             -            -           -
Director                    ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
                            12/31/00         -            -        60,590(5)         -             -            -           -
--------------------------- ------------ ----------- ------------ ------------- ------------ -------------- ----------- -----------
     Total                                   -            -         312,399          -             -            -           -
=========================== ============ =========== ============ ============= ============ ============== =========== ===========

<FN>
(1)      Paid to T.I. - The Idea Company Ltd., a corporation controlled by Danny
         D. Lowe.
(2)      Paid to Quadri Inc., a corporation controlled by Todd G. Simpson.
(3)      Paid to M. Holden Productions Ltd., a  corporation  controlled  by Mark
         Holden.
(4)      Paid  to  Norman  R.  Hess  Professional  Corporation,  a  corporation
         controlled by Norman Hess.  Mr. Hess resigned on August 30, 1999.
(5)      Paid to Barracuda  Financial Corp., a corporation  controlled by Ian T.
         Tweedie.
</FN>
</TABLE>


                                       30
<PAGE>

         No officer or director was paid more than $100,000 in 1998, 1999 or
2000. We do not have any employee stock option or other compensatory plans,
however it is our intention to implement such a plan.

         There are no standard or other arrangements pursuant to which directors
are compensated for any services provided as a director or for which any
director was compensated during 2000 for any service provided as a director.

         There are no employment contracts between us and any named executive
officers.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding the
beneficial ownership of the common stock as of December 31, 2000 of, (1) each
person who was known by us to own beneficially more than five percent (5%) of
our outstanding common stock; (2) each of the directors and officers as at
December 31, 2000; and (3) all of the directors and officers as at December 31,
2000 as a group.

                                         Shares of             Approximate
                                         Common                Percentage
                                         Stock                 of Issued and
Name and Address of                      Beneficially          Outstanding as at
Beneficial Owner                         Owned                 December 31, 2000


Directors and Officers:
----------------------
  Danny Lowe                             1,709,990(2)(3)(4)         8.51%
  37 Woodhaven View SW
  Calgary, Alberta, Canada
  T2W 5P6

  Todd Simpson                           1,517,990(1)(2)(5)(10)     7.56%
  133 Edgebrook Crescent NW
  Calgary, Alberta, Canada
  T3A 5A4

  Mark Holden                            1,709,990(2)(6)(7)         8.51%
  2397 Palmerston Avenue
  West Vancouver, BC, Canada
  V7V 2W2

  Ian Tweedie                              200,000(2)(9)            1.00%
  3922 - 4th Street SW
  Calgary, Alberta, Canada
  T2S 1Y5

  5% Stockholders:
  ----------------
   Abacus (Nominees) Limited(8)          1,799,990(1)               8.96%
   Buchaneer Holdings Ltd.(11)           1,260,000(1)               6.27%
Directors and Officers as a Group
                      (4 persons)        5,137,970                 25.58%


                                       31
<PAGE>

(1)      Direct ownership.
(2)      Beneficial ownership.
(3)      These shares are registered in a Canadian spousal trust for the benefit
         of Mr. Lowe's wife, Dian Lowe.
(4)      Does not include 1,260,000 shares owned by a Bahamian corporate
         foundation, as to which Mr. Lowe disclaims any direct or beneficial
         interest but from which certain members of Mr. Lowe's family and other
         third parties may benefit.
(5)      Does not include 730,000 shares owned by a Bahamian corporate
         foundation as to which Dr. Simpson disclaims any direct or beneficial
         interest but from which members of Dr. Simpson's family and other third
         parties may benefit.
(6)      These share are registered in a Canadian spousal trust  for the benefit
         of Mr. Holden's wife, Debra Holden.
(7)      Does  not  include  485,500  shares  owned  by  a  Bahamian  corporate
         foundation as to which Mr. Holden disclaims any  direct or   beneficial
         interest but from  which members of Mr. Holden's family and other third
         parties may benefit.
(8)      Abacus   (Nominees)   Limited  -  M1636,  is  a  corporation  which  is
         trustee for the Matthews Family Trust of which Mr.  Matthews,  a former
         director, is one  of  the  discretionary   beneficiaries.  Mr. Matthews
         resigned  as  a  director  on December 8, 1999.
(9)      These  shares  are  registered  in  the  name  of  Barracuda  Financial
         Corp.,  a  private  Alberta,   Canada   corporation controlled  by  Mr.
         Tweedie.
(10)     Includes 18,000 shares which are  registered  in  the  name  of  Quadri
         Inc., a  private Alberta, Canada corporation controlled by Dr. Simpson.
(11)     Buchaneer  Holdings Ltd.  is  a  Bahamian  corporate  foundation  whose
         principal is Richard W. DeVries of Calgary,  Alberta, Canada.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  Technology  was acquired from E-Zone by our  subsidiary  in August
1997 in  consideration  for (1) the  payment of  $200,000  and (2) payment of an
additional $160,500 for improvements made to the Technology.  Subsequently,  the
Technology  was  assigned  to  us.  Mr.  Lowe  and  Dr.  Simpson  are  currently
stockholders  and at that time were also officers and  directors of E-Zone.  Mr.
Hess, a former  director who resigned on August 30, 1999,  is a  stockholder  of
E-Zone and was also an officer of E-Zone at that time.

         In December, 1998, we entered into a sub-lease agreement with E-Zone
Canada, a wholly owned subsidiary of E-Zone. The sub-lease provided for payment
of basic and additional rent of $52,888Cdn. annually. We believe that the
sublease, which expired on February 28, 2000, was on terms and conditions as, or
more favorable than, we could have been obtained from unrelated third parties.

         Through December 31, 2000 corporations  controlled by certain officers
and  directors  received  fees  aggregating  $312,399.  See "Part III.  Item 10.
Executive Compensation."

         We have not formulated any policy towards entering into future
transactions with related parties.

         During the year ended December 31, 2000, Mr. Lowe, our President and
Director, (i) transferred 1,709,990 shares to a Canadian spousal trust for the
benefit of his wife, Dian Lowe, and (ii) also transferred 90,000 shares to
Katana Trading Corporation, a Bahamian corporation, in

                                       32
<PAGE>

consideration for establishing and maintaining such trust.

         During the year ended December 31, 2000, Mr. Holden, our Vice-President
and a Director, (i) transferred 1,709,990 shares to a Canadian spousal trust for
the benefit his wife, Debra Holden, and (ii) transferred 90,000 shares to Katana
Trading Corporation, a Bahamian corporation, in consideration for establishing
and maintaining such trust.

         During the year ended December 31, 2000, Mr. Tweedie, our Chief
Financial Officer and Director, purchased 100,000 of our shares from Mr. Mike
Lowe in consideration of payment of $0.003 per share or $334.00.

ITEM 13.      EXHIBITS AND REPORTS ON FORM 8K.

     (a) Exhibits:    Exhibit 21- Subsidiaries
     (b) Reports on Form 8K: No reports were filed on Form 8K during the last
                             quarter of the fiscal year ended December 31, 2000.





                                       33
<PAGE>




                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated: April 16, 2001                     Push Entertainment Inc.



                                          By: /s/ Danny D. Lowe
                                          Danny D. Lowe, President


                                          By: /s/ Ian Tweedie
                                          Ian Tweedie, Chief Financial Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.


By: /s/ Danny D. Lowe
_______________________________________              April 16, 2001
Danny D. Lowe, President and Director

By: /s/ Todd G. Simpson
_______________________________________              April 16, 2001
Todd G. Simpson, Vice President and Director

By: /s/ Ian Tweedie
_______________________________________              April 16, 2001
Ian Tweedie, Chief Financial Officer and Director




                                       34
<PAGE>




                                   EXHIBIT 21



                              List of Subsidiaries



Push Technologies, Inc. - An Alberta, Canada corporation.



                                       35