SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) of the
                -------------------------------------------------
                             SECURITIES ACT OF 1934

                  For the Quarterly period ended March 31, 2000
                         Commission File Number 0-27599

                                 FILMWORLD, INC.
                                 ---------------
             (Exact Name of Registrant as Specified in Its Charter)

        Nevada                                                88-0224017
        ------                                                ----------
(State or Other Jurisdiction of                             (IRS Employer
 Incorporation or Organization)                          Identification No.)

                50 West Liberty Street, Suite 880, Reno, NV 89501
                -------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

        Registrant's Telephone Number, Including Area Code (775) 324-6655


                    Common Stock, Par Value $0.001 Per Share
                                (Title of Class)

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

   X    Yes        No
-------    -------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                                   11,030,000
                    NUMBER OF COMMON STOCK SHARES OUTSTANDING
                    -----------------------------------------
                                 On June 9, 2000
                                 ---------------

Traditional Small Business Disclosure Format (Check One):

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


<PAGE>

ITEM 1.  Financial Statements


                 FILMWORLD, INC.--A DEVELOPMENT STAGE ENTERPRISE


                              Financial Information
                             For the Quarter ending
                                 March 31, 2000



         Balance Sheet - Assets
         Balance Sheet - Liabilities and Stockholders' Equity
         Statement of Operations
         Statement of Stockholder's Equity
         Statement of Cash Flows
         Notes to the Financial Statements

<PAGE>

                 FILMWORLD, INC.--A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)

                                 BALANCE SHEETS

                                     ASSETS

                                                  March 31,  December 31,
                                                    2000        1999
                                                (Unaudited)  (Audited)
                                                  --------   --------
Current Assets:
     Cash and cash equivalents                    $    908   $     73
                                                  --------   --------
          Total Current Assets                         908         73
                                                  --------   --------
Property, Plant, & Equipment:
     Machines and  Equipment                         3,096      3,096
                                                  --------   --------

     Less: Accumulated Depreciation                    310        310
                                                  --------   --------

              Total Property, Plant & Equipment      2,786      2,786
                                                  --------   --------

Other Assets
     Film Inventory, story rights and scenarios    536,400    536,400
     Deposits                                          400        400
                                                  --------   --------

               Total Other Assets                  536,800    536,800
                                                  --------   --------

          TOTAL OTHER  ASSETS                     $540.493   $539,659
                                                  ========   ========

    The accompanying Notes are an integral part of these financial statements

                                      F-1

<PAGE>


                 FILMWORLD, INC.--A DEVELOPMENT STAGE ENTERPRISE

                            BALANCE SHEET (CONTINUED)

                       LIABLITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>

                                                              March 31,      December 31,
                                                                2000             1999
                                                            (Unaudited)        (Audited)
                                                           -------------    -------------
<S>                                                        <C>              <C>
Current Liabilities:
     Accounts Payable                                      $           0    $       3,600
     Accrued Interest                                                300              300
     Current Portion of Long Term Debt                           150,000          159,335
                                                           -------------    -------------

        Total Current Liabilities                                150,300          163,235
                                                           -------------    -------------

Long Term Liabilities:
        Loan from Whyteburg                                        9,334             --
        Due Entertech Media Group                                  5,000             --
                                                           -------------    -------------

           Total Long Term Liabilities                            14,334             --
                                                           -------------    -------------

Stockholders' Equity:

     Common Stock, $.001 par value; 100,000,000 shares
        authorized;  13,768,022 and   7,848,517 shares
        issued  and  outstanding  at March 31,  2000 and
        December 31, 1999, respectively (Note 2)                   7,849            7,849
     Preferred Stock, $.001 par value,10,000,000 shares
        Authorized, none issued                                        0                0
     Additional paid-in capital                                  563,386          563,386
     Deficit accumulated during the development stage           (195,376)        (194,811)
                                                           -------------    -------------

        Total Stockholders' Equity                         $    (375,859)   $    (539,659)
                                                           -------------    -------------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $     540,493    $       1,910
                                                           =============    =============
</TABLE>

    The accompanying Notes are an integral part of these financial statements

                                      F-2

<PAGE>



                 FILMWORLD, INC.--A DEVELOPMENT STAGE ENTERPRISE
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                               Three Months Ended     Three Months Ended        Inception
                                            March 31      March 31,  March 31,    March 31,        To
                                              2000          1999       2000         1999        03/31/00
                                          (Unaudited)    (Audited)  (Unaudited)   (Audited)    (Unaudited)
                                           ---------    ----------   ---------    ----------    ---------
<S>                                        <C>          <C>          <C>          <C>           <C>
Net Sales                                  $    --      $     --     $    --      $     --           --
                                           ---------    ----------   ---------    ----------    ---------
Cost of Sales                                   --            --          --            --           --
                                           ---------    ----------   ---------    ----------    ---------
     Gross Profit                               --            --          --            --           --
                                           ---------    ----------   ---------    ----------    ---------
Operating Expenses:
  General and administrative expenses            565          --           565          --         45,076
  Research and development                      --            --          --            --           --
  Depreciation and amortization                 --            --          --            --           --
                                           ---------    ----------   ---------    ----------    ---------

      Total Operating Expenses                   565          --           565          --         45,076
                                           ---------    ----------   ---------    ----------    ---------

       Loss from Operations                     (565)         --          (565)         --        (45,076)
                                           ---------    ----------   ---------    ----------    ---------
Other Income (Expense):
  Other Income                                  --            --          --            --           --
  Forgiveness of debt                           --            --          --            --           --
  Organizational Costs                          --            --          --            --       (150,000)
  Interest Income                               --                        --            --           --
  Dividend Income                               --            --          --            --           --
  Interest Expense                              --            --          --            --           (300)
  Loss on disposition of Fixed Assets or
  Securities                                    --            --          --            --           --
                                           ---------    ----------   ---------    ----------    ---------

      Total Other Income and Expense            --            --          --            --       (150,300)
                                           ---------    ----------   ---------    ----------    ---------

Net Loss                                   $    (565)         --     $    (565)   $     --      $(195,376)
                                           =========    ==========   =========    ==========    =========

Loss per Common Share                      $    --            --     $    --      $       (0)   $     .02
                                           =========    ==========   =========    ==========    =========
</TABLE>



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

                                      F-3

<PAGE>


                 FILMWORLD, INC.--A DEVELOPMENT STAGE ENTERPRISE

                       STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31,1996, 1997, 1998 AND 1999 AND THREE MONTHS ENDED
                           MARCH 31, 2000 (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                                         Accum.
                                                                           Additional                    Deficit
                                                   COMMON STOCK             Paid-in       Retained     Development
                                               Shares        Amount         Capital       Earnings        Stage
                                            -----------    -----------    -----------   -----------    -----------
<S>                                         <C>            <C>            <C>           <C>            <C>
   Balance December 31, 1996                  7,792,658    $     7,793    $ 1,134,798   $(1,036,013)          --
                                            -----------    -----------    -----------   -----------    -----------

Impact from 10-1 reverse split on 7/23/99    (7,013,392)        (7,014)         7,014          --             --
                                            -----------    -----------    -----------   -----------    -----------
Restated Balance-December 31, 1996              779,266            779    $ 1,141,812    (1,036,013)          --
                                            -----------    -----------    -----------   -----------    -----------

  Net loss for year ending Dec.31, 1997            --             --             --        (310,670)          --
                                            -----------    -----------    -----------   -----------    -----------

Balance December 31, 1997                       779,266            779    $ 1,141,812    (1,346,683)          --
                                            -----------    -----------    -----------   -----------    -----------
Stockholders' contribution to paid in
   capital                                         --             --            4,836          --             --
                                            -----------    -----------    -----------   -----------    -----------
Net profit for the year ending
   December 31, 1998                               --             --             --         185,818           --
                                            -----------    -----------    -----------   -----------    -----------
   Balance December 31, 1998                    779,236            779      1,146,648    (1,160,865)          --
                                            -----------    -----------    -----------   -----------    -----------
Stockholder's contribution to paid-in
    capital                                        --             --           12,883          --             --
                                            -----------    -----------    -----------   -----------    -----------
Issuance of shares for cash,
    Net of offering costs                       615,034            615         52,150          --             --
                                            -----------    -----------    -----------   -----------    -----------
Stock issued for services at
    part                                      1,168,898          1,169           --            --             --
                                            -----------    -----------    -----------   -----------    -----------
Stock issued for film inventory
    (at cost)                                 5,229,460          5,230        514,770          --             --
                                            -----------    -----------    -----------   -----------    -----------
Stock issued for services at par                 55,859             56           --            --             --
                                            -----------    -----------    -----------   -----------    -----------
</TABLE>



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

                                      F-4

<PAGE>


                 FILMWORLD, INC.--A DEVELOPMENT STAGE ENTERPRISE


                       STATEMENTS OF STOCKHOLDERS' EQUITY
         FOR THE YEARS ENDED DECEMBER 31, 1996, 1997, 1998 AND 1999 AND
                THE THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED)

<TABLE>
<CAPTION>

                                                                     Additional
                                                Common Stock           Paid-in        Retained
                                           Shares         Amount       Capital        Earnings        Total
                                         -----------   -----------   -----------    -----------    -----------
<S>                                      <C>            <C>           <C>           <C>            <C>
Quasi Reorganization                            --            --      (1,163,065)     1,163,065           --

Net (loss) for the year ending                  --            --            --           (2,200)      (194,811)
   December 31, 1999

Balance December 31, 1999                  7,848,517   $     7,849    $ 563, 386    $    (2,200)   $  (194,811)


Net (loss) for the three months ending
   March 31, 2000                               --            --            --             (565)          --
                                         -----------   -----------   -----------    -----------    -----------

  Balance March 31, 2000                   7,848,517   $     7,849   $   563,386    $    (2,765)   $  (194,811)
</TABLE>

                                      F-5

<PAGE>


                 FILMWORLD, INC.--A DEVELOPMENT STAGE ENTERPRISE

                            STATEMENTS OF CASH FLOWS

                                                                      1/13/87
                                            Three Months Ended   (Inception) to
                                            March        March         March
                                           31, 2000     31, 1999      31,2000
                                         (Unaudited)  (Unaudited)   (Unaudited)
                                          ---------    ---------    ---------
Reconciliation of Net Loss to Net Cash

 Operating Activities:
Net Loss                                  $    (565)           0    $(191,211)
                                          ---------    ---------    ---------
Adjustments to Reconcile Net Loss to

  Net Cash Provided by (Used in)
  Operating Activities:
    Depreciation                               --           --            310
    Stock for services                         --           --             56
    (Increase) Decrease in:
        Utility Deposits                       --           --           (400)


     Increase (Decrease) in:
         Accounts Payable                    (3,600)        --         (2,755)
         Other Current Liabilities             --           --            300
                                          ---------    ---------    ---------
  Net Cash Provided (Used) by
     Operating Activities                    (4,165)        --       (193,700)
                                          ---------    ---------    ---------


  Investment Activities:
     Investment in film rights                 --           --       (536,400)
     Investment in plant and equipment
                                               --           --         (3,096
                                          ---------    ---------    ---------
  Net Cash Provided by (Used in)
    Investment Activities                         0         --       (539,496)
                                          ---------    ---------    ---------

Financing Activities:

  Advance from Entertech Media Group          5,000         --           --

  Stockholder Loan                             --           --          9,335

  Contributions to Capital                     --           --        573,934

  Increase in long term debt                   --           --        150,000
                                          ---------    ---------    ---------
    Net Cash Provided (Used) in
        Investing Activities                  5,000         --        733,269
                                          ---------    ---------    ---------
   Increase (Decrease) in Cash and Cash
       Equivalents                              835         --             73
   Cash at Beginning of Period                   73         --              0
                                          ---------    ---------    ---------
   Cash at End of Year                          908         --             73
                                          =========    =========    =========

                                      F-6

<PAGE>


                FILMWORLD, INC. - A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                       NOTES TO THE FINANCIALS STATEMENTS
                MARCH 31, 2000, DECEMBER 31, 1999, 1998 AND 1997


NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS:

FilmWorld,  Inc. ("the Company") is a Development State Enterprise as defined by
FASB  statement  No.  7,   "Accounting   and  Reporting  by  Development   State
Enterprises."

The Company was  originally  organized  under the laws of the State of Nevada on
December 23, 1986,  under the name Hair Life Inc.  The Company  became  inactive
during 1987 and remained inactive until September 1, 1994. On September 1, 1994,
the  shareholders of Hair Life, Inc. and the "The Patterson Group" (a California
S Corporation)  approved a reverse  acquisition  agreement whereby The Patterson
Group  became a wholly  owned  subsidiary  of Hair Life,  Inc.,  in exchange for
4,500,000  shares of common stock (after giving effect to a reverse stock split)
of Hair Life. Hair Life, Inc. then changed its name to The Patterson  Group. The
Patterson  Group  changed  its  capitalization  by a  reverse  split of the then
outstanding  common  stock of one new  share  for each  forty  old  shares.  The
Patterson Group conducted  operation via 2 subsidiaries until approximately June
1998,  at  which  time one  subsidiary  sought  relief  under  Chapter  7 of the
bankruptcy laws in the United States  Bankruptcy  Court for the Central District
of California. The effects of the bankruptcy were reflected in the 1997 audit of
The Patterson Group. Another subsidiary, APF Holdings (fka Blue Parrot Holdings)
also  discontinued  operations  in 1998,  after which time The  Patterson  Group
transferred  all interest in it to the  majority  shareholder  of The  Patterson
Group. By December 31, 1998, The Patterson Group had discontinued all operations
and remained dormant until May 1999.

In May of 1999, the majority  shareholder of The Patterson Group sold his common
stock in The Patterson  Group  (equaling  approximately  90% of the  outstanding
common  stock).  On or about  July 18,  1999,  the new  shareholders  funded the
Company  with  $50,000 and film  rights with a cost basis of $525,000  (which is
also the current fair market  value) after given effect to a ten for one reverse
split and changing the corporate name to FilmWorld,  Inc. The Company authorized
a capitalization of 100,000,000  shares of common stock and 10,000,000 shares of
preferred  stock,  with a par value of $0.001 per share.  All  references in the
accompanying  financial  statements  to the  number  of  common  shares  and the
per-share  amounts  for 1997 and 1998 have been  restated to reflect the reverse
split and authorized capitalization.

On July 19, 1999, the  stockholders  of the Company  approved a plan of informal
quasi  reorganization.  This  plan  eliminated  its  then  retained  deficit  of
$1,163,065 and lowered additionally paid in capital by the same amount.

The Company is  currently  in the motion  picture  production  and  distribution
business.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPALS OF CONSOLIDATION:

These financial statements were consolidated during 1997 and 1998 to include the
account  of  The  Patterson  Group  and  its  wholly  owned  subsidiaries.   All
significant  inter- company  accounts and  transactions  were  eliminated in the
consolidated statements.

CASH EQUIVALENTS:

The Company records as cash equivalents all highly liquid short-term investments
with original maturities of three months of less.

INVENTORIES:

Inventories are stated at the lower of cost or market. Film costs are segregated
between  current and  non-current  assets.  Unamortized  cost of films released,
completed films not released and television  films in production  under contract
of sale are current assts.  All other  capitalized  film costs are classified as
non-current assets.

                                       F-7
<PAGE>
                FILMWORLD, INC. - A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                       NOTES TO THE FINANCIALS STATEMENTS
                MARCH 31, 2000, DECEMBER 31, 1999, 1998 AND 1997

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NATURE OF BUSINESS:

FilmWorld is a producer,  seller of motion pictures.  They currently have rights
to several screenplays, which they will produce movies of in the near future.

REVENUE RECOGNITION:

Revenues on motion  pictures are recognized on show dates under both  percentage
of receipts and flat fee arrangements. Nonrefundable guarantees are deferred and
recognized as revenue as show dates occur. Outright sales of motion pictures are
recognized as revenue as of date of sale.

PRODUCTION COSTS:

Production  costs of motion  pictures are capitalized as inventory and amortized
using the individual-film-forecast method.

PROPERTY, PLANT, AND EQUIPMENT:

Equipment is recorded at cost and depreciated  over its useful life generally on
a straight-line basis.

INCOME TAXES:

The Company  adopted  Financial  Accounting  Statement No. 109,  "Accounting for
Income Taxes," which requires recognition of deferred tax liabilities and assets
for the expected  future tax  consequences  of events that have been included in
the  financial  statements  or  tax  returns.  The  Company  made  the  required
calculation based upon the difference between financial statements and tax bases
of assets  and  liabilities  using tax rates in effect for the year in which the
differences were expected to reverse. See also Note 6.

EARNINGS PER SHARE and OPTIONS:

Except as discussed  immediately  below,  the earnings per share  calculation is
based on the weighted  average number of shares of common stock and common stock
equivalents outstanding during the period:  7.848,517 for the three months ended
March 31, 2000, 4,286,000 for December, 1999, and 779, 266 for December 31, 1998
and 1997.

Currently  outstanding  is an option to purchase  37,000 shares at $5 per share.
Except for 1998,  the options were not included in the earnings per common share
calculation, as the options are anti-dilutive.  Fully diluted shares outstanding
on December 31, 1998 were 816,266.

USE OF ESTIMATES:

The preparation of financial  statements in conformity  with generally  accepted
accounting principals requires management to make estimates and assumptions that
affect certain reported amounts and disclosures.  Accordingly,  actually results
could differ from management's estimates.

ORGANIZATIONAL COSTS:
The Company has adopted  Statement of Position  ("SOP") 98-5,  "Reporting on the
Costs of Start-up  Activities" issued in April 1998 by the Accounting  Standards
Executive  Committee of the American Institute of Certified Public  Accountants.
Pursuant to SOP 98-5,  organizational  costs are expensed as uncured  instead of
being capitalized and amortized.

                                       F-8
<PAGE>

                FILMWORLD, INC. - A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                       NOTES TO THE FINANCIALS STATEMENTS
                MARCH 31, 2000, DECEMBER 31, 1999, 1998 AND 1997

NOTE 3 - AMOUNTS DUE ON NOTE AND CONTRACT:

Amounts due under  contract  consisted of the following as of December 31, 1999,
1998 and 1997:

<TABLE>
<CAPTION>
                                                                                            Balance Due
                                                                                   1999         1998     1997
                                                                                 --------     --------  --------

<S>                                                                              <C>             <C>         <C>
Amount due on contract dated 7/23/99 to Hidden Splendor Resources,               $150,000     $   0     $     0
Ltd. payable on demand with no interest

Note payable to Whyteburg Limited, unsecured, payable on demand                     9,335         0           0
with interest at 12% per annum

A note dated 7/9/96, secured by an automobile, payable at $356 per                      0         0      10,359
                                                                                 --------     --------  --------
month, including interest at 4.9% per annum
                                                                                                              -
Total Notes Payable                                                               159,335         0
Less Current Portion                                                             -159,335         0      -3,855
                                                                                 --------     --------  --------

Long Term Debt                                                                   $            $         $
                                                                                 --------     --------  --------
</TABLE>

NOTE 4 - NOTE PAYABLE SHAREHOLDER:

Notes Payable to Shareholder consisted in the following as of
December 31, 1999, 1998, and 1997:

<TABLE>
<CAPTION>
                                                                                   1999         1998        1997
                                                                                 --------     --------  --------

<S>                                                                              <C>          <C>       <C>
Note Payable, unsecured, dated 13/31/97, with interest accruing at                  -           -       $197,864
6% per annum beginning 7/1/98.  This note was forgiven in 1998.
</TABLE>

During 1998,  the  Shareholder  loaned  additional  amounts to the Company for a
total payable of $308,466. The shareholder forgave the entire debt in 1998.

NOTE 6 - LEASE COMMITMENTS:

All leases were surrendered during 1997. See also Note 3.

NOTE 6 - INCOME TAXES:

The Company has net operating  loss carry  forwards of  approximately  $195,000,
which can be carry  forward to offset  future  taxable  earnings  until the year
2024.  Prior losses will be of nominal value because of the change in ownership.
See also Note 2.

NOTE 7 - DIVIDEND POLICY:

The Company has paid no dividends since inception


NOTE 9 - EXTRAORDINARY ITEM:

In June of 1998, the Company  liquidated a wholly owned  subsidiary via a filing
under Chapter 7 of the bankruptcy laws in the United States Bankruptcy Court for
the  Central  District  of  California.  The  effects  of the  liquidation  were
reflected in the 1997 financial statements. See also Note 1.

                                       F-9
<PAGE>
                FILMWORLD, INC. - A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                       NOTES TO THE FINANCIALS STATEMENTS
                MARCH 31, 2000, DECEMBER 31, 1999, 1998 AND 1997


NOTE 10 - UNCERTAINTY REGARDING GOING CONCERN:

The Company's financial  statements have been prepared assuming that the Company
will continue as a going concern.  The Company's  ability to continue as a going
concern is dependent on attaining future profitable operations. If operations do
not become profitable, then substantial doubt exists about the Company's ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.

                                      F-10
<PAGE>

ITEM 2:  Management's Discussion and Analysis or Plan of Operation


Plan of Operation

         Statements   contained   herein  that  are  not  historical  facts  are
forward-looking  statements  as that term is defined by the  Private  Securities
Litigation  Reform  Act  of  1995.   Although  the  Company  believes  that  the
expectations  reflected in such forward-looking  statements are reasonable,  the
forward-looking  statements  are subject to risks and  uncertainties  that could
cause  actual  results to differ  from those  projected.  The  Company  cautions
investors  that  any  forward-looking  statements  made by the  Company  are not
guarantees of future  performance and that actual results may differ  materially
from  those in the  forward-looking  statements.  Such  risks and  uncertainties
include, without limitation: well established competitors who have substantially
greater financial resources and longer operating histories, regulatory delays or
denials,  the  Company's  ability to  compete as a start-up  company in a highly
competitive market, and access to sources of capital.

         The Company intends to develop and produce a number of the scripts that
it owns during the next twelve  months.  It is unlikely that more than four will
be completed or commenced  during this first twelve month period of  operations.
Thereafter, the Company intends to develop and produce six or more each year.

         The Company does not intend to use its own funds for the  production of
the films it  produces.  It will use  established  methods of film  financing to
avoid as far as is possible any financial risk or burden to its  shareholders in
relation to such costs. For example,  it is common practice in the film industry
to bring in joint venture partners who provide the necessary production funds in
return for a profit participation in the film. Additionally, the Company intends
to make use of any  appropriate  tax subsidies and grants that are available for
film making in various parts of the world.

         The Company will, however,  require a small amount of funds to maintain
its offices and to develop  the films that it decides to produce.  Such  amounts
are considered by management to be relatively minor and are unlikely to exceed a
total of U.S.  $125,000 in the first twelve months of operations  and management
is confident  that such sums will be available to the Company by way of loans or
equity sales.

         Once the Company  begins to generate  fees from the  production  of its
films and sees profits  being derived from the release and sale of its completed
films,  management is confident that the Company will easily be able to meet its
modest overhead requirements.  The Company will then have sums available for the
acquisition  of  further  rights to  scripts  and  screenplays  that it can then
develop on an on-going basis.


<PAGE>

                                     PART II
                                Other Information

ITEM 1:  Legal Proceedings

         The  Company is not party to,  and none of the  Company's  property  is
subject to, any pending or threatened  legal,  governmental,  administrative  or
judicial  proceedings  that  will  have a  materially  adverse  effect  upon the
Company's financial condition or operation.

ITEM 2:  Changes in Securities and Use of Proceeds

         None.

ITEM 3:  Defaults Upon Senior Securities

         None.

ITEM 4:  Submission of Matters to a Vote of Security Holders

         No matters have been submitted to a vote of the security holders during
the  period  covered  by this  report  through  the  solicitation  of proxies or
otherwise.

ITEM 5:  Other Information

         None.

ITEM 6:  Exhibits and Reports on Form 8-K

A.       Exhibits

   (2)   Plan of acquisition, reorganization, liquidation or succession:
         NONE.

   (3)   (i)  Articles of Incorporation *
         (ii) By-laws *

  (27)   Financial Data Schedule.

<PAGE>

* Incorporated by reference from the Registrant's Form 10-SB.

B.  Reports on Form 8-K.

         The  Registrant  did not file  reports on Form 8-K  during the  quarter
covered by this report.



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: June 19, 2000.

                               FILMWORLD, INC.

                               By /s/ Mark Tolner
                               ------------------
                                      Mark Tolner
                                      Chief Executive Officer