UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
                             SECURITIES ACT OF 1934

                     For the period ended December 31, 1999
                         Commission file number 0-27599


                           ENTERTECH MEDIA GROUP, INC.
               ---------------------------------------------------
                 (Name of Small Business Issuer in its Charter)



        Nevada                                                    88-036858
---------------------------                                     ------------
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or                                          Identification No.)
organization)

  50 West Liberty Street, Suite 880, Reno, NV                        89501
----------------------------------------------                    -----------
(Address of principal executive offices)                           (Zip Code)

Issuer's Telephone number:   (775) 324-6655
                            ---------------

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

         Title of each class           Name of each exchange on which registered
         Common Stock                                  N/A
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Securities registered pursuant to Section 12(g) of the Act:

                    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 filings requirements for the past 90 days.
Yes [ X ] No [   ]



<PAGE>



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 the Form 10-KSB. [ ]

         State issuer's revenues for its most recent fiscal year:   $0.00

         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.  There was no market
value for the common stock within the last 60 days.

PART I

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ITEM 1.  DESCRIPTION OF BUSINESS
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(a)      Business Development

         EnterTech Media Group,  Inc. (the "Company" or the  "Registrant" ) is a
Nevada corporation which was originally  incorporated on November 17, 1986 under
the name of Stones Stores,  Inc. The Company is filing a registration  statement
for its issued and outstanding  shares of common stock on a voluntary  basis. It
is the Company's understanding that such registration is required in order for a
price for the  Company's  shares to be  quoted  on the  NASDAQ  over-the-counter
Bulletin  Board system.  Most of the  Company's  records prior to 1995 have been
lost or destroyed. The information in this section on business development which
relates  to time  periods  before  1995  is  taken  from  surviving  minutes  of
shareholder  and directors  meetings and from public records such as Articles of
Incorporation  and amendments to such articles on file with the State of Nevada.
The Company's  transfer agent also has records  relating to stock  ownership and
transfers.  The Company  anticipates no adverse  consequences as a result of the
loss of  business  records  prior to 1995 as the  Company  intends  to engage in
business unrelated to any business in which the Company was involved.

         The Company was originally  incorporated  with one class of stock.  The
Company had  50,000,000  shares of capital  stock with a par value of $0.001 per
share authorized.  The Company was incorporated to engage in the business of the
retail  and  wholesale  sales of  men's  and  women's  furnishings  and  related
products.

         In  February  of  1987,  the  Company  made a  public  offering  of its
securities  pursuant to the  provisions of Rule 504 adopted under the Securities
Act of 1933, as amended.  The Company sold 500,000 shares at $0.10 per share for
a total of $50,000.  The organizers of the Company  purchased  100,000 shares at
$5,000.  Thus,  at  the  conclusion  of  the  offering  there  were  issued  and
outstanding 600,000 shares of common stock with a par value $0.001 per share.

                                       -2-


<PAGE>



         On March 30, 1987, the shareholders  approved the acquisition of all of
the  issued  and  outstanding  shares  of  stock  of  PFI,  Inc.,  a  Washington
corporation  engaged in the business of financial  planning.  As a result of the
corporate reorganization,  on May 1, 1987, the Company changed its name to Stone
International,  Inc.  and  effected a five (5) to one (1)  forward  split of the
stock and  increased the par value to $0.005 per share.  The  Company's  600,000
shares of  outstanding  stock with the five (5) to one (1) forward  split became
3,000,000 shares outstanding with a par value of $0.005. The Company then issued
12, 789,474  shares of it common stock for of all of the issued and  outstanding
stock of PFI,  Inc. The Company then had  15,789,474  shares of its common stock
issued and  outstanding.  There was no change in the  Company's  management as a
result of this transaction.

         On May 1, 1990, the Company underwent another corporate reorganization.
The Company's name was changed to Armas Intl. Mfg. Co., Inc. and a reverse split
of the issued and  outstanding  shares at the rate of twenty (20) to one (1) was
effected.  From  September 4, 1990 through March 9, 1993,  the Company  acquired
assets in exchange for stock. It issued  1,852,749  shares to acquire  property,
cash and services.  Current  management assumes that any assets so acquired were
lost as part of the failure of the Company's past business operations.

         At some point after 1993,  the Company  became  inactive  and  remained
inactive until new management took over operations.  Current  management  became
involved with the Company in the fall of 1998 when it inquired of surviving past
management of the  availability  of the Company for operation of a new business.
At that point in time the Company basically was a "shell" corporation.

         In October of 1998,  current  management  reorganized  the Company once
again.  On October  23,  1998,  the  Company's  name was  changed to  Inter-Link
Communications  Group,  Inc. and the  Company's  issued and  outstanding  shares
underwent a six (6) for one (1) reverse split. The Company's  articles also were
amended to  authorize  the Company to issue  100,000,000  shares of common stock
with a par value of $0.001 per share.

         In late 1998,  Management entered into acquisition  agreements with two
entities for the acquisition of assets. The parties contracting with the Company
breached those  agreements  and as a result no assets were acquired  pursuant to
those agreements.  The circumstances surrounded those agreement were the subject
of  litigation  commenced  by the  Company  in the State of Nevada  and in Great
Britain. This litigation has been settled as detailed in Item 3 below.

         During April of 1999,  management  entered  into an Exchange  Agreement
with a Nevada  corporation  named  EnterTech  Limited.  Under  the terms of that
Exchange  Agreement,  the Company was obligated to issue a minimum of 11,500,000
shares and a maximum of 15,000,000 shares of it common stock in exchange for all
the issued and outstanding  shares of EnterTech  Limited.  The transaction  with
EnterTech  Limited was not arms length.  No fairness  opinion was obtained.  The
transaction  was  framed  to be a tax  free  exchange  whereby  stockholders  of
EnterTech Limited would have obtained 92% of the issued stock of the Company. At
the time of the Exchange  Agreement,  EnterTech Limited had 10,000,000 shares of

                                       -3-


<PAGE>

common stock issued and outstanding.  EnterTech  Limited also was in the process
of offering a minimum of 1,500,000  shares and a maximum of 5,000,000  shares of
its common stock pursuant to a private placement memorandum. Because the Company
was  obligated  to  issue a  minimum  of  11,500,000  pursuant  to the  Exchange
Agreement,  it issued 11,500,000 shares of its common stock to an exchange agent
who was charged under the terms of the Exchange Agreement with assuring that the
appropriate  number of the Company's  shares were issued to the  shareholders of
EnterTech  Limited once  EnterTech  Limited's  private  placement  was complete.
10,000,000 of these  initial  11,500,000  shares were issued for the  10,000,000
shares of  EnterTech  Limited  issued and  outstanding  apart  from the  private
placement offering, and the remain 1,500,000 shares were issued for the exchange
of the minimum number of shares EnterTech  Limited was offering  pursuant to its
private placement memorandum.

         Since  the  filing of the  Company's  Form  10-SB in June of 1999,  the
private  placement of EnterTech  Limited's  shares has been  terminated  with no
funds  raised.  Accordingly,  the  1,500,000  shares  issued  as  part  of  this
transaction  have been  returned to the Company.  As described in Item 2 of this
Part  I,   management  will  fund  the  activities  of  business  using  capital
contributions  by  management.  Because  no  consideration  was paid  for  these
1,500,000  shares,  their issuance and return are not reflected on the Company's
financial  statements,  though the issuance and return of these shares do appear
on the Company's stock transfer records.

         EnterTech Limited owns 100% of the issued and outstanding shares of two
subsidiaries, EnterTech Picture Corporation and EnterTech Releasing Corporation,
also Nevada  corporations.  EnterTech Releasing  Corporation was incorporated on
December 18, 1998 and EnterTech  Picture  Corporation and EnterTech Limited were
incorporated on December 31, 1998. Mark Tolner, the President of the Company, is
the only officer and director of EnterTech  Picture  Corporation  and  EnterTech
Releasing  Corporation.  Mr.  Tolner  also is the sole  director  and officer of
EnterTech  Limited.  The  Company  is the sole  owner of all of the  issued  and
outstanding stock of each of these  corporations,  having purchased 1,000 shares
in EnterTech Limited for $1,000, 1,000 shares in EnterTech Releasing Corporation
for $1,000 and 500 shares in EnterTech Picture  Corporation for $500. Thus, each
of these three corporations is a wholly-owned  subsidiary of the Company. All of
the subsidiaries will operate out of the Company's offices.

         On April 22, 1999, as part of its transaction  with EnterTech  Limited,
the Company's  board of director  approved the changed of the Company's  name to
EnterTech Media Group,  Inc. Now operating as EnterTech  Media Group,  Inc., the
business shall be the business EnterTech Limited, as described below.

         As of June 15, 2000,  11,030,000  shares of the  Company's  100,000,000
authorized shares of common stock were issued and outstanding.

         The Company has not been  subject to  bankruptcy,  receivership  or any
similar proceedings, nor have any of its subsidiaries.

                                       -4-


<PAGE>



(b)      Business of the Issuer

(1)      Principal Products and Services and Their Markets

         The business of EnterTech Limited is now being operated as the business
of EnterTech Media Group, Inc. Accordingly,  hereafter the business of EnterTech
Media  Group,  Inc.  and that of  EnterTech  Limited  shall be  described as the
business of "EnterTech."

         EnterTech operates as a film production and distribution  company.  The
Company  utilizes  technology such as High Definition  Digital Video ("HDDV") to
reduce the cost of film  making in order to make,  produce  and  distribute  its
films.  The Company also intends to acquire  other  independent  films that will
provide the Company with a growing film library.

         Management has observed the current trends in the film industry whereby
feature  films are being  made at huge  costs  often in excess of sixty  million
dollars with an additional  sum for marketing that makes each major film's total
cost an average of around one hundred million dollars plus. The Company believes
that this is excessive and in most cases  unprofitable and therefore has decided
to focus its time and energy on creating  films that have been recorded on a new
format,  High  Definition  Digital  Video  ("HDDV").  The  intention  is to then
transfer each film onto 35 mm and release them  theatrically.  Subsequently  the
Company will  distribute its films in all other formats i.e.  Video,  DVD, Cable
and Television.

         The cost of filming on HDDV is  attractive  for a variety of economical
reasons.  The savings derive from many different  areas including a much shorter
production  schedule which  therefore  requires talent for a period shorter than
the  norm,  set-up  times,  small  crews  and the  cost of film  itself  and the
associated processing and delivery costs.

         The  Company  has  formed  a  subsidiary   called   EnterTech   Picture
Corporation  ("EPC") to make an ultimate  target of six feature  films per annum
with budgets of under one million  dollars per film. Each film will use the HDDV
format.

         The Company's overall philosophy will be to produce  programming with a
heavy emphasis being placed on the youth market with music playing a key role in
the  finished  films.  The  market is there to be  addressed  and the  Company's
challenge is to provide it with carefully targeted productions and soundtracks.

(2)      Distribution Methods

         The Board of  EnterTech  has  formed a  domestic  distribution  company
called EnterTech  Releasing  Corporation,  and has secured the services of Peter
Marai to oversee its growth.  Mr. Marai works for the Company on a  film-by-film
basis on mutually acceptable terms. Such terms vary from film to film. From 1998
to the present,  Mr. Marai has been the Domestic  Distribution Vice President of
Cinequanon  Pictures  International  where he has  worked on  releasing  foreign

                                       -5-


<PAGE>

language and independent films in the United States. From 1988 through 1997, Mr.
Marai was the  President of  Connoisseur  Video  Collection,  a company which he
founded to release foreign language films on video.  While at Connoisseur Video,
Mr.  Marai  acquired  and  distributed  over  100  titles,  including  Francoise
Truffant's  "Shoot the Piano  Player" and "The  Bolshoi at the  Bolshoi-Sleeping
Beauty."  Films will be  produced  and or acquired  for release in all  formats.
Initially  theatrically  and  then on  Video,  DVD,  Cable  and  Television  and
eventually the Internet.

         The Company  also  intends to form a unique and  specialized  DVD label
which will develop an associated brand name for DVD releasing. This business may
seek to  establish a "DVD of the week or month Club" style of operation in order
to develop customer loyalty.

Production, Prints and Advertising

         The  Company's   policy  with  regard  to  the  necessary   funding  of
productions and associated  promotion,  releasing and distribution costs will be
to make use of any "off  balance  sheet  financing."  Generally  speaking,  "off
balance  sheet  financing"  refers to the use of funds from venture  partners or
from subsidies from third parties. By using such financing, 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  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 has entered into a joint venture  agreement  with The Polan
Group  under the terms of which the  Company  and Polan  Group  agree to jointly
finance and produce a feature  length  digital video film  tentatively  entitled
"Level 9." This film has a production budget of $75,000, of with the Company has
agreed to provide  $37,500.  The  Company and the Polan Group agree to split net
profits from this venture on a 50-50 basis.  Production  on the film has started
and   the   Company   has    developed   a   website    promoting    the   film,
www.level9themovie.com.

(3)      Status of Publicly Announced New Products or Services

         The Company has issued press  releases  which  describe its  agreements
with Intra Films and Le Studio Canal Plus for the  acquisition  of rights to the
Films "not of the This World" and "It All Starts Today."

         On May 25, 1999,  the Company  entered into an agreement with Le Studio
Canal Plus under the terms of which the Company  gained  distribution  rights in
the  United  States  for the  film "Ca  Commence  Aujourd'Hui"  ("It All  Starts
Today").  Under  the  agreement,  Le  Studio  Canal  Plus  granted  the  Company
theatrical,  Non-theatrical,  public video, home video, commercial video, pay TV
and  free  TV  distribution  rights  to  this  film.  Airline,  Ship  and  Hotel
distribution rights were not granted under the agreement. The agreement runs for
a period of 10 years.

                                       -6-


<PAGE>

         On October 26, 1999,  the Company  entered into an agreement with Intra
Films to acquired  the  "producer"  rights to the film "Not Of This World" for a
period of 21 years.  Under the  agreement,  the Company  obtained the  exclusive
copyright and all other rights to exploit this film,  including all  theatrical,
non-theatrical,  television,  home video,  music publishing,  print and internet
rights.

         On  October  26,  1999 a  press  release  appeared  which  discussed  a
"multi-million  media  agreement  between the Company and  Triangle  Multi-Media
Limited." On September  15, 1999 an article  appeared in the Daily Variety and a
press  release  appeared on  September  14,  1999 both of which  stated that the
Company acquired "Pink Motel" and that the Company intends to "go public on Wall
Street,  has already  applied for listing and has appointed  Erik Jensen as vice
president  of  international."  The  Company  did not control the release of the
October 26, 1999 press release,  the September 15, 1999 article or the September
14, 1999 press release.  The Company has not entered into a multi-million  media
agreement  with  Triangle  Multi-Media  Limited,  has not acquired the rights to
"Pink  Motel," has not already  applied for listing and has not  appointed  Erik
Jensen as a vice president.

(4)      Competitive Business Conditions

         The Company faces well-established and well-funded competition.  Motion
pictures  are  produced  and  marketed by major film  studios as well as a large
number of smaller  independent  production  companies.  The Company will compete
with these  smaller  independent  production  companies  in the  production  and
marketing  of  feature  films.  Many  of  the  Company's  competitors  are  well
established  organizations with extensive  knowledge of the industry,  marketing
staffs and  organizations,  and financial  resources  greatly in excess of those
available to the Company.

         Many of the  Company's  current and potential  competitors  have longer
operating  histories,  larger  customer  bases,  greater brand  recognition  and
significantly greater financial, marketing and other resources than the Company.
Increased  competition may result in reduced operating  margins,  loss of market
share and a  diminished  brand  franchise.  There can be no  assurance  that the
Company  will  be  able to  compete  successfully  against  current  and  future
competitors.  New  technologies  and the expansion of existing  technologies may
increase  the  competitive  pressures  of  the  Company  in  this  area  of  its
operations.

(5)      Dependence on Major Customers

         As indicated  throughout this Item I, the Company is a reorganizational
stage and is in the process of  developing  its new  entertainment  products and
services. At this point in time, the Company has no major customers.  Of course,
the Company  intends to develop a broad base of  customers so its success is not
dependent upon a few sources of revenue.

                                       -7-


<PAGE>

(6)      Intellectual Property

         The  Company  will regard its trade  secrets  and similar  intellectual
property as valuable to its  business,  and will rely on trademark and copyright
law, trade secret protection and confidentiality  and/or license agreements with
its employees,  partners and others to protect its proprietary rights. There can
be no assurance  that the steps taken by the Company will be adequate to prevent
misappropriation  or  infringement  of its  intellectual  property.  The Company
expects that it may license in the future,  certain of its  proprietary  rights,
such as trademarks or copyrighted material, to third parties.  While the Company
attempts  to  ensure  that  the  quality  of its  brand  is  maintained  by such
licensees,  there can be no assurance  that such licensees will not take actions
that might materially  adversely  affect the value of the Company's  proprietary
rights or reputation, which could have a material adverse effect on the Company.
As of  the  time  of  the  filing  of  this  Form  10-KSB,  the  Company  has no
intellectual property rights.

(7)      Governmental Approval, Regulation and Environmental Compliance

         At this point in time,  there is no need for  governmental  approval of
the Company's  intended  principal  products or services.  However,  recent high
profile  events have  focused  attention on the content of products and services
offered by the entertainment industry. Specifically, some governmental review of
a link, if any,  between the violent content of some movies and crimes committed
by members of the society  viewing  those movies has emerged.  While the Company
believes  that it is unlikely  that such  scrutiny  will result in  governmental
restrictions  placed on the content of products in the  entertainment  industry,
including those the Company intends to produce,  such governmental  restrictions
have rarely been given such  consideration  and it is possible that restrictions
on  entertainment  content  could be imposed.  At the time of the filing of this
Form 10-KSB,  however,  it is unclear what form any such restrictions would take
or how they would be enforced.  Nonetheless,  the Company is mindful of the fact
that such matters are being reviewed on a national level.

         The Company  anticipates that it will have no material costs associated
with compliance with either federal, state or local environmental law.

(8)      Research and Development

         The Company intends to establish a small Research and Development team,
composed of both core and rotating engineering and marketing personnel, who will
develop and adopt new products,  services,  equipment,  software and tools.  The
Company believes that the results of this work will allow the Company to enhance
its  services  as well as its  ability to provide  those  services  effectively.
During the last two years,  EnterTech has not incurred costs in connection  with
research and development.

                                       -8-


<PAGE>

(9)      Employees and Facilities

         As of June 15, 2000,  EnterTech  had seven (7)  full-time and three (3)
part-time employees.  The Company also employs independent contractors and other
temporary  employees.  Such  individuals  perform basic business office clerical
work such as answering  the phones,  producing  correspondence  and filing.  The
Company's  consulting  agreement with Peter Marai calls for Mr. Marai to oversee
the growth of the  Company's  film  distribution  activities.  Other  members of
management,  specifically Mark Tolner and John Daly, devote a substantial amount
of their time on the Company's business. They do so, however, on a non-exclusive
basis. The Company  estimated that Mr. Tolner devotes  approximately  80% of his
time to the Company's  business and that Mr. Daly devotes  approximately  70% of
his time. Other employees devote all their time to the Company's  business.  The
Company's  day-today  operations  consist of seeking out and developing  feature
film projects from their inception  through to a finished  product and thence to
theatrical, television and/or video distribution.

         None of the Company's  employees is represented  by a labor union,  and
the Company considers its employee relations to be good. The Company expects the
number  of  employees  to  grow  significantly  over  the  next  twelve  months.
Competition for qualified  personnel in certain areas of the Company's  industry
is intense,  particularly among software  development and other technical staff.
The  Company  believes  that  its  future  success  will  depend  in part on its
continued ability to attract, hire and retain qualified personnel.

         While the  Company  maintains  a  business  office in Reno,  Nevada the
Company's  executive  offices  are  located  in,  and  substantially  all of its
operating  activities  are  conducted  from office space located in Los Angeles,
California. The Company does not own any real estate.

(c)      Reports to Security Holders

         Prior to filing its Form 10-SB with Securities and Exchange  Commission
on June 11, 1999, the Company had not been required to deliver  annual  reports.
To the extent that the Company is required to deliver annual reports to security
holders  through its status as a reporting  company,  the Company  shall deliver
annual  reports.  Also, to the extent the Company is required to deliver  annual
reports by the rules or  regulations  of any exchange  upon which the  Company's
shares are traded,  the Company shall deliver annual reports.  If the Company is
not required to deliver annual  reports,  the Company will not go the expense of
producing and  delivering  such  reports.  If the Company is required to deliver
annual reports, they will contain audited financial statements as required.

         Prior to filing its Form 10-SB,  the Company had not filed reports with
the  Securities  and  Exchange  Commission.  Now that the  Company  has become a
reporting company,  it is required to file Forms 10K-SB,  10Q-SB, 8-K along with
appropriate  proxy  materials  as the same become  due.  If the  Company  issues
additional shares, the Company may file additional  registration  statements for
those shares.

                                       -9-


<PAGE>

         The public may read and copy any  materials  the Company files with the
Securities and Exchange  Commission at the Commission's Public Reference Room at
450  Fifth  Street,  N.W.,  Washington,   D.C.  20549.  The  public  may  obtain
information on the operation of the Public Reference Room by call the Commission
at  1-800-SEC-0330.  The  Commission  maintains an Internet  site that  contains
reports,  proxy and  information  statements,  and other  information  regarding
issuers that file  electronically  with the Commission.  The Internet address of
the Commission's site is (http://www.sec.gov).

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ITEM 2.           DESCRIPTION OF PROPERTY
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         While the  Company  maintains  a  business  office in Reno,  Nevada the
Company's  executive  offices  are  located  in,  and  substantially  all of its
operating  activities  are  conducted  from office space located in Los Angeles,
California. The Company subleases office space from Karzan Communications, Inc.,
in an office  building  located  at 4929  Wilshire  Boulevard,  Suite  830,  Los
Angeles,  California.  The  Company  pays Karzan  approximately  $7,000 for such
space.  In addition,  Nevada Agency and Trust  Company,  the Company's  resident
agent and transfer agent,  maintains an office in Reno,  Nevada and provides its
corporate clients,  including the Company,  with office space as necessary.  The
Company also has use of a condominium in London,  England as a branch office. To
date,  the  Company has not taken  advantage  of the use of that  facility.  The
Company has not entered into any written lease  agreement  regarding its offices
in Reno or London and no business  activities  have been conducted in the London
office to date. The Company  believes that additional  space will be required as
its business  expands and believes that it will be able to obtain suitable space
as needed.  The Company does not own any real estate, nor is the Company engaged
in the business of investing in real estate or real estate mortgages.

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ITEM 3.  LEGAL PROCEEDINGS
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         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.  The  Company  was  involved  in  the  legal  proceedings
described  below,  both of which have been resolved.  Both actions  involved the
same  circumstances and both actions were resolved by way of settlement  between
the parties.  The parties agreed to dismiss with prejudice the action pending in
the United States with each party bearing its own costs and attorneys  fees. The
action in England  was struck out,  again with each party  bearing its own costs
and fees.

1.       Interlink  Communications  Group,  Inc. v.  Unisat,  Inc.,  Sam Lupton,
         Richard  Elliot-  Square  and Does 1 through  50. On or about  April 1,

                                      -10-


<PAGE>

         1999,  the Company  filed a complaint  in the  District  Court,  Washoe
         County,  State of Nevada  naming  itself as the  plaintiff  and Unisat,
         Inc.,  Sam  Lupton  and  Richard   Elliot-Square  as  defendants.   The
         allegations in the complaint  involve an agreement the Company had with
         an entity named Telforce  Communications,  Ltd. and an individual named
         Christopher  James Clark to acquire  all of the issued and  outstanding
         shares of Telforce. The Company alleges that the individual defendants,
         one of whom was a director of the Company at the time of the  Company's
         agreement with Telforce,  caused  Telforce to breach its agreement with
         the Company and enter into a  different  agreement  with Unisat for the
         acquisition   of  Telforce.   The  Company   alleges  that   defendants
         intentionally  interfered with the Company's contractual rights, breach
         their  fiduciary  duties to the  Company,  engaged  in unfair  business
         practices,  and were unjustly  enriched by their  actions,  among other
         things.  The  complaint in that action does  contain a specific  dollar
         amount  for  monetary  damages.  The  Company  seeks an  accounting  of
         defendants'  profits in the Unisat  agreement  for the  acquisition  of
         Telforce and seeks damages against the defendants.  No counterclaim has
         been filed. This action has been dismissed.

2.       Interlink  Communications Group, Inc. v. Christopher James Clark. On or
         about April 22, 1999, the Company commenced an action in the High Court
         of Justice,  Queen's Bench Division,  in Great Britain naming itself as
         plaintiff and Christopher James Clark as the defendant. In that action,
         the Company  alleges  that Clark  breached  his  agreement  to sell the
         Company  all  of  the  issued  and   outstanding   shares  of  Telforce
         Communications,  Ltd., a Nevada corporation. The Company seeks an order
         of specific performance  requiring Clark to honor his agreement to sell
         or,  in the  alternative,  an award of  damages  against  Clark for his
         failure to honor his agreement. This action has been struck out.

--------------------------------------------------------------------------------
ITEM 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------

         The Company did not submit any matter to a vote of the  shareholders in
1999.


                                      -11-


<PAGE>



PART II

--------------------------------------------------------------------------------
ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------------------------------

Market Information:

         The  common  stock  of the  Company  currently  is not  trading  on any
exchange.  Management anticipates that once the Company has cleared all comments
the Securities and Exchange  Commission's  staff has on the Company's  Form10-SB
registration statement, and the amendments to that registration statement,  that
the Company will ask a market  maker  member of the NASD to apply for  quotation
privileges for the Company's shares on the OTC Bulletin Board system.  It is the
Company's  understanding  that all such  comments  must be cleared  and that the
Company must be current on its filings with the Commission prior to applying for
an  OTCBB  trading  symbol.  To  date,  the  Company  has not  entered  into any
negotiations or arrangements to make a market for its common stock.

         There has been no market for the Company's stock in the last two years.
Accordingly,  the  Company  has no  range  of high  and low bid  prices  for the
Company's common stock to report.

Holders:

         There were  approximately 101 holders of record of the Company's common
stock as of June 15, 2000.  Of the  11,030,000  shares  issued and  outstanding,
10,530,000  shares are restricted.  Of that amount  10,400,000  shares have been
held for more than one (1) year and would be available to sale under Rule 144.

Dividends:

         The  Company  has never paid cash  dividends  on its stock and does not
intend to do so in the  foreseeable  future.  The Company  currently  intends to
retain its  earnings  for the  operation  and  expansion  of its  business.  The
Company's  continued  need to retain  earnings for  operations and expansion are
likely to limit the Company's ability to pay dividends in the future.

Options and Warrants.

         There are no  outstanding  options or warrants  to purchase  additional
stock.


                                      -12-


<PAGE>



"Penny Stock"

         The  Company's  common stock is a "penny stock" as defined by the rules
and regulations promulgated by the Securities and Exchange Commission.  Pursuant
to Section  3(a)(51)(A)  of the  Exchange  Act of 1934,  as amended,  any equity
security is considered to be a "penny stock" unless that security is:

         -        Registered  and  traded  on  a  national  securities  exchange
                  meeting specified SEC criteria;

         -        authorized for quotation on NASDAQ;

         -        issued by a registered investment company;

         -        excluded,  on the basis of price of the  issuer's net tangible
                  assets, from the definition of the term by SEC rule; or

         -        exempted from the definition by the SEC.

Currently,  the  Company's  common  stock  does  not  fall  within  any of these
non-penny stock categories.

         The Commission's rules and regulations  imposed  disclosure,  reporting
and other  requirements  on  brokers-dealers  in penny  stock  transactions.  In
summary, these requirements are as follows:

Brokers and  dealers,  prior to  effecting  any penny stock  transactions,  must
provide  customers  with a document that discloses the risks of investing in the
penny stock market. Section 15(g)(2) requires such risk disclosure documents to:

         -        contain a description of the nature and level of risk involved
                  in the penny stock market;

         -        fully  describe  the  duties  of  the   broker-dealer  to  the
                  customer, and the rights and remedies available;

         -        explain  the  nature of "bid"  and  "ask"  prices in the penny
                  stock market;

         -        supply a toll-free  telephone number to provide information on
                  disciplinary histories;

         -        describe  all  significant  terms used in the risk  disclosure
                  document.

         Also, prior to the transaction the  broker-dealer  must obtain from the
customer a manually  signed and dated written  acknowledgment  of receipt of the
disclosure  document.  The  broker-dealers  required  to  preserve a copy of the
acknowledgment as part of its records.


                                      -13-


<PAGE>



         Brokers  and  dealers  must  disclose  the bid and ask prices for penny
stocks,  the  number of shares to which the  prices  apply,  and the  amount and
description of any compensation  received by the broker or dealer. Also, brokers
and dealers are to provide each  customer  whose account  contains  penny stocks
with a monthly statement indicating the market value of those stocks.

Recent Sales of Unregistered Securities

         On or  about  May 21,  1999,  the  Company  issued  400,000  shares  to
Alexander H.  Walker,  Jr., an officer and  director,  in exchange for legal and
business services to the Company. The shares issued to Mr. Walker were issued in
reliance on the  exemption  from  registration  contained in Section 4(2) of the
Securities Act of 1933, as amended, and the certificate representing such shares
bears a restrictive  legend  reflecting the  limitations  on future  transfer of
those shares. All persons who received such stock were  sophisticated  investors
and were able to acquire any information about the Company they so desired.

         In April of 1999, the Company  authorized the issuance of 11,500,000 to
John Daly as the Exchange  Agent for the  shareholders  of EnterTech  Limited in
connection with the Exchanges  Agreement between EnterTech Media Group, Inc. and
EnterTech Limited.  Under the terms of that Exchange Agreement,  the Company was
obligated to issue a minimum of  11,500,000  shares and a maximum of  15,000,000
shares of it common stock in exchange for all the issued and outstanding  shares
of EnterTech Limited. At the time of the Exchange  Agreement,  EnterTech Limited
had 10,000,000 shares of common stock issued and outstanding.  EnterTech Limited
also was in the process of offering a minimum of 1,500,000  shares and a maximum
of  5,000,000  shares  of its  common  stock  pursuant  to a  private  placement
memorandum.  Because the Company was  obligated to issue a minimum of 11,500,000
pursuant to the Exchange  Agreement,  it issued  11,500,000 shares of its common
stock to John Daly,  the exchange  agent who was charged  under the terms of the
Exchange  Agreement with assuring that the  appropriate  number of the Company's
shares were issued to the  shareholders  of  EnterTech  Limited  once  EnterTech
Limited's private placement was complete. 10,000,000 of these initial 11,500,000
shares were issued for the  10,000,000  shares of EnterTech  Limited  issued and
outstanding apart from the private placement offering,  and the remain 1,500,000
shares were issued for the  exchange of the minimum  number of shares  EnterTech
Limited  was  offering  pursuant  to  tits  private  placement  memorandum.  The
10,000,000  shares of  EnterTech  Limited  for which  10,000,000  of the initial
issuance of 11,500,000  shares of EnterTech Media Group, Inc. was made are owned
as follows:

         John Daly                          4,000,000
         Mark Tolner                        1,500,000
         Whyteburg Limited                  3,500,000
         Cullen Trading Limited             1,000,000

The private placement  subsequently was terminated.  The 1,500,000 shares issued
in connection with the EnterTech Limited private placement have been returned to
the Company.


                                      -14-


<PAGE>



         On or about October 22, 1999,  the Company  issued 20,000 shares of its
capital stock to Morgounova Corp. in exchange for translation  services rendered
to the Company.  Such  services  were valued at $2,000 and shares were issued at
the rate of $0.10 per share.  Such shares were issued  pursuant to the exemption
from registration under Section 4(2) of the Securities Act of 1933, as amended.

         On or about  October 29, 1999,  the Company  issued 5,000 shares of its
capital  stock to Mark Polan in exchange for business  referral  services.  Such
services  were  valued at $500 and shares  were  issued at the rate of $0.10 per
share. Such shares were issued pursuant to the exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended.

         On or about  October 29, 1999,  the Company  issued 5,000 shares of its
capital  stock to Jay Polan in exchange for  business  referral  services.  Such
services  were  valued at $500 and shares  were  issued at the rate of $0.10 per
share. Such shares were issued pursuant to the exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended.

         On or about  December 9, 1999, the Company issued 100,000 shares of its
capital stock to John  Smallcombe in exchange for future services to be rendered
to the Company in connection  with its  production  efforts.  Such services were
valued at $10,000 and shares  were  issued at the rate of $0.10 per share.  Such
shares were issued  pursuant to the exemption  from  registration  under Section
4(2) of the Securities Act of 1933, as amended.

--------------------------------------------------------------------------------
ITEM 6.  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,  ability  to compete  as a  start-up  company  in a highly  competitive
market, and access to sources of capital.

         During the next twelve-month period, the Company intends to develop its
operations   from  capital   contributions   made  by  management  and  existing
shareholders.  For example,  the Company has obtained  substantial  funding from

                                      -15-


<PAGE>



Whyteburg Limited,  one of the Company's  shareholders.  To March 31, 2000, such
funding from Whyteburg totaled  $659,776.  A loan agreement dated April 30, 1999
governs  the terms of the loan of funds from  Whyteburg.  However,  all  amounts
received from Whyteburg through the end of 1999, funds totaling  $195,396,  have
been capitalized and are not carried on the Company's books as loans.  Whyteburg
has consented to and confirmed to the Company's  auditors this treatment of such
funds.  At this point in time the success of the Company's  future  operation is
entirely  dependent  on  management  and  shareholder   funding  of  operations.
Management  believes  that it can provide  sufficient  funding for the Company's
operations for the next 12 months.  Also  management will attempt to finance the
production  of its  films  through  "off  balance  sheet"  financing.  Generally
speaking,  "off balance sheet financing" refers to the use of funds from venture
partners or from  subsidies  from third parties.  By using such  financing,  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.  If such funding is  insufficient  to operate the
Company,  management  will look to outside  sources of funding such offerings of
debt and equity securities.  If management is unable to raise funds from sources
outside of management,  it is unlikely that the Company will be able to fund its
plans to produce and market films and the Company's business plan will fail. The
Company has no  liquidation  plans if appropriate  funding is not received.  The
Company  has not  produced  any films to date and its only basis for  indicating
that a any profit may be realized from its  endeavors is the past  experience of
management, specifically John Daly, in the film industry.

         Management  anticipates  that the Company will require funds to operate
as planned as follows:  approximately  $850,000 for acquiring  feature films, on
productions  and  co-productions  of  feature  films  and music  production  and
licensing,  $175,000 on  technology  development  and  infrastructure  including
creating a web site for the Company,  $100,000 on sales and marketing,  $100,000
for general  and  administration  and  $125,000  for  working  capital and other
general  corporate  purposes.  Additional funds will be needed for broader sales
and marketing efforts required in connection with the Company's plan.

         The Company intends to employ  approximately  12 people in the next six
months, of which 5 will be directly related to film and soundtrack production, 3
to film  distribution,  1 will be directly related to the design and development
of the Company's web site, 1 will be directly related to technology  support and
development and 2 will be directly related to general and administrative.

         During the period  ending  December  31, 1999  management  identified a
number of feature films that it wishes the Company to produce and distribute and
it began seeking the  necessary  off balance sheet funding for them.  Production
began  on one  such  film  entitled  "Level  9" and  principal  photography  was
completed  in December  of 1999.  The  company  expects to complete  the film by
August 31, 2000.

                                      -16-


<PAGE>



         The Company is also seeking to acquire rights to distribute  films made
by third  parties and in  particular  is looking to acquire  rights to groups of
films or "Libraries" of films.  As of December  31,1999 the Company has acquired
such  rights  in  respect  to 3 full  length  feature  films and it  expects  to
theatrically release these in the USA in the year 2000.

         Management have been seeking to raise the profile of the Company in the
marketplace  in which it operates  and have made a number of staff  appointments
which it has announced in the trade press.  These  appointments have been in the
area of film sales, acquisitions and distribution and have helped the Company to
be able to actively pursue its objectives.

         Management  have  also  been  investigating  the  possibility  of close
relationships  with companies  engaged in  complementary  activities which would
enable the  Company to better  exploit  the  revenue  earning  potential  of its
products.  In particular the Company has been carefully  exploring the merits of
becoming the visual entertainment content provider to Talk Visual Corporation, a
provider of Video Telephone services.

         The  Company has been  developing  in house its own  Internet  Web Site
which can be found at  http://www.entertechmedia.com  and also a site to promote
Level 9 which can be found at http://www.level9themovie.com. In order to develop
its  Internet  presence  management  intends  to develop  relationships  for the
Company with existing Internet sites.

         If the  Company's  business  plans fail,  the Company may or may not be
operated as a "shell" corporation.

         From  time to time the  Company  may  evaluate  potential  acquisitions
involving  complementary  businesses,  content,  products or  technologies.  The
Company has no present  agreements  or  understanding  with  respect to any such
acquisition.

--------------------------------------------------------------------------------
ITEM 7.  FINANCIAL STATEMENTS
--------------------------------------------------------------------------------




                                      -17-


<PAGE>



                           ENTERTECH MEDIA GROUP, INC.
                                AND SUBSIDIARIES
                         A DEVELOPMENT STAGE ENTERPRISE
                      (FORMERLY ARMAS INTL. MFG. CO., INC.)






                                TABLE OF CONTENTS

                                                                    Page No.
                                                                    --------

ACCOUNTANT'S AUDIT REPORT                                             F-1

FINANCIAL STATEMENTS

              Balance Sheets                                        F-2 - F-2A

              Statements of Operation                                 F-3

              Statements of Changes in Stockholder's Equity           F-4

              Statements of Cash Flows                                F-5

NOTES TO FINANCIAL STATEMENTS                                       F-6 - F-8


<PAGE>

                           ENTERTECH MEDIA GROUP, INC
                                AND SUBSIDIARIES
                         A DEVELOPMENT STAGE ENTERPRISE
                      (FORMERLY ARMAS INTL. MFG. CO., INC.)

                              FINANCIAL STATEMENTS

                   APRIL 30, 1999, DECEMBER 31, 1998 AND 1997

W.


<PAGE>



DALE McGHIE                                   Town & Country Plaza
CERTIFIED PUBLIC ACCOUNTANT                   1539 Vassar St. Reno, Nevada 89502
                                                               Tel: 775-332-7744
                                                               Fax: 775-332-7747

To the Board of  Directors
EnterTech Media Group, Inc., and Subsidiaries,
(Formerly Armas International Corporation, Inc.)
Reno, Nevada

                            ACCOUNTANT'S AUDIT REPORT

I have audited the accompanying  balance sheets of EnterTech Media Group,  Inc.,
and  Subsidiaries - A Development  Stage Enterprise - (formerly Armas Intl. Mfg.
Co., Inc.) as of December 31, 1999, 1998 and 1997, and the related statements of
operations,  changes in  stockholders'  equity and cash flows for the years then
ended,  and from inception of the development  stage to December 31, 1999. These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  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.
I believe that my audit provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above, present fairly in all
material  respects the financial  position of EnterTech  Media Group,  Inc., and
Subsidiaries - A Development  Stage Enterprise - (formerly Armas Intl. Mfg. Co.,
Inc.),  as of  December  31,  1999,  1998 and  1997,  and the  results  of their
operations,  changes in stockholders'  equity and their cash flows for the years
then ended and from inception of the development  stage to December 31, 1999, in
conformity with generally accepted accounting principals.

The  accompanying  financial  statements  have been presented  assuming that the
Company will continue as a going  concern.  As discussed in Notes 1 and 4 to the
financial statements, the Company became active and its ability to continue as a
going  concern is dependent  on  attaining  future  profitable  operations.  The
financial  statements do not include and adjustments  that might result from the
outcome of this uncertainty.

By:/s/Dale McGhie
-----------------
      Dale McGhie
      Certified Public Accountant

Reno, Nevada
April 13, 2000

<PAGE>

                         ENTERTECH MEDIA GROUP, INC.
                               AND SUBSIDIARIES
                        A DEVELOPMENT STAGE ENTERPRISE
                    (FORMERLY ARMAS INTL. MFG. CO., INC.)
                                BALANCE SHEETS

                       December 31, 1999, 1998 and 1997

                                     ASSETS

                                                   1999       1998      1997
                                                 --------   -------   --------
        CURRENT ASSETS

           Cash                                  $ 12,946   $  --     $   --
           Other Receivables                       33,347
           Travel Advances                          1,722      --         --
                                                 --------   -------   --------

                   Total Current As                48,015      --         --
                                                 --------   -------   --------
        EQUIPMENT

           Equipment                               17,190      --         --
           Vehicles                                57,000      --         --
                                                 --------   -------   --------

                                                   74,190      --         --
        Less accumulated depreciati                 7,419e 1   --         --
                                                 --------   -------   --------

                                                   66,771      --         --
                                                 --------   -------   --------
        OTHER ASSETS

           Advances on Film Rights                117,797      --         --
           Work in Process - Films                 37,573      --         --
           Investments - Securities                   440      --         --
                                                 --------   -------   --------

                                                  155,810      --         --
                                                 --------   -------   --------

           Total Assets                          $270,596   $  --     $   --
                                                 ========   =======   ========
                                       F-2


<PAGE>


                         ENTERTECH MEDIA GROUP, INC.
                               AND SUBSIDIARIES
                        A DEVELOPMENT STAGE ENTERPRISE
                    (FORMERLY ARMAS INTL. MFG. CO., INC.)
                                BALANCE SHEETS
                       December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                                  <C>          <C>          <C>
CURRENT LIABILITIES
   Accounts Payable                                  $   7,053    $    --      $    --
                                                     ---------    ---------    ---------

OTHER LIABILITIES
   Deferred Income                                     100,000         --           --
                                                     ---------    ---------    ---------
STOCKHOLDERS'  EQUITY- Note 1
   Common Stock ($0.001 par
      value) 100,000,000 Shares Authorized;
      11,030,000 Issued and Outstanding  on
      Decemberl 31, 1999,  500,000 on
      December 31, 1998,
      and 383,333 on December 31, 1997                  11,030          500          383
   Additional Paid in Capital,                         537,723       56,891       55,758
   Retained Earnings (deficit) Accumulated
      Before the Development Stage                     (57,391)     (57,391)     (56,141)
   Deficit Accumulated During the
      Development Stage                               (327,819)        --           --
                                                     ---------    ---------    ---------
   Total Stockholder's Equity                          163,543         --           --
                                                     ---------    ---------    ---------
   Total Liabilities and
     Stockholder's Equity                            $ 270,596    $    --      $    --
                                                     =========    =========    =========
</TABLE>


    The accompanying notes are an integral part of these financial statements

                                       F-2A
<PAGE>

                         ENTERTECH MEDIA GROUP, INC.
                               AND SUBSIDIARIES
                        A DEVELOPMENT STAGE ENTERPRISE
                    (FORMERLY ARMAS INTL. MFG. CO., INC.)
                           STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDING DECEMBER 31, 1999,1998 AND 1997
<TABLE>
<CAPTION>

                                                                                   Inception of
                                                                                   Development
                                                                                      Stage
                                              1999         1998          1997      Cumulative
                                           ---------    ---------     ---------    ----------

<S>                                        <C>          <C>           <C>          <C>
REVENUE                                    $    --      $    --                    $     --
                                           ---------    ---------     ---------    ----------


EXPENSE

   Outside Services & Wages                  155,832         --            --         155,832
   Promotional Costs                          24,918         --            --          24,918
   Legal & Accounting                          8,433        1,250          --           8,433
   Occupancy Costs                            28,256         --            --          28,256
   Communicationn Costs                       15,218         --            --          15,218
   Office Expense                             31,919         --            --          31,919
   Travel & Entertainment                     49,410         --            --          49,410
   Depreciation & amortization                13,833         --            --          13,833
                                           ---------    ---------     ---------    ----------

                         Total Expense       327,819        1,250          --         327,819
                                           ---------    ---------     ---------    ----------

   Net Income (Loss)                       $(327,819)   $  (1,250)    $    --      $ (327,819)
                                           =========    =========     =========    ==========

   Net Income (Loss) Per Share  (Note 1)   $  (0.049)   $  (0.003)    $   N/A
                                           =========    =========     =========
</TABLE>

     The accompany notes are an integral part of these financial statements

                                       F-3

<PAGE>

                         ENTERTECH MEDIA GROUP, INC.
                               AND SUBSIDIARIES
                        A DEVELOPMENT STAGE ENTERPRISE
                    (FORMERLY ARMAS INTL. MFG. CO., INC.)
                  STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
              FOR THE YEARS ENDING DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>

                                                                       Retained   Deficit Accum.
                                               Common     Additional   Earnings   During the
                                               Stock   paid in Capitol (Deficit)  Developmt. Stg.
                                             ---------    ---------    ---------    ---------
<S>                                          <C>          <C>          <C>          <C>
Balance, January 1, 1995,
       2,063,749 Shares                      $  10,319    $  45,822    $ (56,141)   $    --
Retroactive restatement of par value
      in common stock                           (8,255)       8,255         --           --
Retroactive restatement of 6 for 1
      reverse stock split                       (1,720)       1,720         --           --
                                             ---------    ---------    ---------    ---------
Restated Balance, January 1, 1995,
   343,958 shares                                  344       55,797      (56,141)        --
Issue of 39,375 shares of common
     stock for services on May 22, 1995
     recorded at no value                           39          (39)        --           --
                                             ---------    ---------    ---------    ---------

Balance, December 31, 1995, 383,333 shares         383       55,758      (56,141)        --

Net income for the year ending
       December 31, 1996 and 1997                 --           --           --           --

Issue of 116,667 shares of common
     stock for services on July 31, 1998           117        1,133         --           --
Net income for the year ending
       December  31, 1998                         --           --         (1,250)        --
                                             ---------    ---------    ---------    ---------

Balance December 31, 1998,
     500,000 Shares                                500       56,891      (57,391)        --

Issue of 400,000 shares of common
     stock for services on April 21, 1999,
     recorded at invoice amount                    400          600         --           --
Sale of 10,000,000 shares of common stock
     for cash on April 22, 1999  (Note 2),
     11,500,000 shares                          10,000      271,966         --           --
Issue of 130,000 shares of common
   for services valued at $13,000
   October and December 1999                       130       12,870         --           --
Capital contributed from Shareholder              --        195,396         --           --
Net (loss) for the year
     ending December 31, 1999                     --           --           --       (327,819)
                                             ---------    ---------    ---------    ---------

Balacne December 31, 1999
   11,030,000 shares                         $  11,030    $ 537,723    $ (57,391)   $(327,819)
                                             =========    =========    =========    =========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-4
<PAGE>

                         ENTERTECH MEDIA GROUP, INC.
                               AND SUBSIDIARIES
                        A DEVELOPMENT STAGE ENTERPRISE
                    (FORMERLY ARMAS INTL. MFG. CO., INC.)
                             STATEMENT OF CASH FLOWS
              FOR THE YEARS ENDING DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>

                                                                                   Deficit
                                                                                     From
                                                                                   Inception of
                                                                                   Development
                                                      1999         1998     1997     Stage
                                                   ---------    ---------    ---   ---------
<S>                                                <C>          <C>          <C>   <C>
Cash Flows Operating Activities

   Net (Loss)                                      $(327,819)   $  (1,250)   $--   $(327,819)
    Adjustments to Reconcile Net Income to
       Net Cash provided by operation activities
             Depreciation and Amortization            13,833         --       --      13,833
             Stock issued for Services                14,000        1,250     --      14,000
   Changes in Operating Assets and
   liabilities:
   Advances and Receivables                          (35,069)        --       --     (35,069)
   Organizational Costs                               (6,414)        --       --      (6,414)
   Increase in Other Assets                         (155,370)        --       --    (155,370)
   Increase in Accounts Payable                        7,053         --       --       7,053
                                                   ---------    ---------    ---   ---------

   Net Cash used by Operating Activities            (489,786)        --       --    (489,786)
                                                   ---------    ---------    ---   ---------

Cash Flows Investing Activities

   Purchase of Equipment and Vehicle                 (74,190)        --       --     (74,190)
   Purchase of Securities                               (440)        --       --        (440)
                                                   ---------    ---------    ---   ---------

   Net Cash used by Investing Activities             (74,630)        --       --     (74,630)
                                                   ---------    ---------    ---   ---------

Cash Flows Financing Activities

   Proceeds from Issuance of
        Debt                                         100,000         --       --     100,000
        Common Stock                                 477,362         --       --     490,232
                                                   ---------    ---------    ---   ---------

   Net Cash provided by Financing Activities         577,362         --       --     590,232
                                                   ---------    ---------    ---   ---------

    Net Increase (Decrease) in Cash                   12,946         --       --      25,816

    Cash at Beginning of Period                         --           --       --        --
                                                   ---------    ---------    ---   ---------

    Cash at End of Period                          $  12,946    $    --      $--   $  25,816
                                                   =========    =========    ===   =========
</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       F-5


<PAGE>


                           ENTERTECH MEDIA GROUP, INC.
                                AND SUBSIDIARIES
                         A DEVELOPMENT STAGE ENTERPRISE
                      (FORMERLY ARMAS INTL. MFG. CO., INC.)
                        NOTES TO THE FINANCIAL STATEMENTS
                        DECEMBER 31, 1999, 1998 AND 1997

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS AND ORGANIZATION:

EnterTech Media Group,  Inc., and  Subsidiaries  (formerly Armas Intl. Mfg. Co.,
Inc., dba Inter-Link  Communications Group, Inc.),  hereafter referred to as the
Company,  is a Nevada  Corporation and a Development Stage Enterprise as defined
by FASB's  Statements of Financial  Accounting  Standards  ("SFAS") 7. Since the
beginning of 1999, the Company  devoted all of its efforts to establishing a new
business.  Planned  principal  operations  to produce and  distribute  films has
commenced, production rights have been secured and services contracted out.

The Company was  incorporated  November 17, 1986,  under the name Stones Stores,
Inc.  The Company  changed its name in 1987 to Stone  International,  Inc.,  and
again in 1990 to Armas Intl.  Mfg. Co., Inc. The Company became inactive in 1989
and remained  inactive until 1999. On April 22, 1999,  the Company  charged it's
name to EnterTech Media Group, Inc., and authorized capital stock of 100,000,000
shares with a par value of $.001 per share  (following a 6 to 1 reverse split in
October  1998).  These  financial  statements  reflect the  changes  made in the
Company's name and the par value of common stocks  retroactively.  See also Note
2.

Prior to 1995, all books and records were destroyed.  Federal income tax returns
have been  prepared  for the years  ending  December  31, 1998 and 1997 based on
these financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION:

The  accompanying  consolidated  financial  statements  include the  accounts of
Entertech Media Group, Inc., and its wholly-owned subsidiary,  EnterTech Limited
(along with EnterTech Limited's subsidiaries,  EnterTech Picture Corporation and
EnterTech  Releasing  Corporation).  See  also  notes 2 and 3.  All  significant
intercompany balances and transactions have been eliminated.

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  accounts and disclosures.  Accordingly,  actual results
could differ from these estimates.

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  dales of motion  jpictures
are recoqnized 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 AND EQUIPMENT:

Property and  Equipment are recorded at cost and  depreciated  over their useful
lives using the straight line method.

EARNINGS PER SHARE:

The earnings per share  calculation  is based on the weighted  average number of
shares outstanding  during the period:  6,670,000 shares in 1999; 431,944 shares
in 1998; and 383,333 shares in 1997.

                                        F-6
<PAGE>

                           ENTERTECH MEDIA GROUP, INC.
                                AND SUBSIDIARIES
                         A DEVELOPMENT STAGE ENTERPRISE
                      (FORMERLY ARMAS INTL. MFG. CO., INC.)
                        NOTES TO THE FINANCIAL STATEMENTS
                        DECEMBER 31, 1999, 1998 AND 1997


NOTE 1 - NATURE OF  BUSINESS  AND  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES
(CONTINUED)

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 assets.  All other  capitalized film costs are classified as
non-current assets.

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 incurred instead of
being capitalized and amortized.

DIVIDEND POLICY:

The company has not paid  dividends  and any  dividends  that may be paid in the
future  will  depend upon the  financial  requirements  of the Company and other
relevant factors.

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 i9ncluded 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.

CASH EUIVALENTS:

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

NOTE 2 - OPERATING LOSS CARRYFORWARD:

A deficit of $57,391  reflected on the  financial  statements  from prior losses
will not be available as a net operating loss carry forward because of change in
ownership  and  business  purpose.  The current  period loss of $11,951  will be
available to offset future taxable income for 15 years.

NOTE 3 - BUSINESS ACQUISITIONS

On April 22, 1999, the Company acquired EnterTech Limited, a Nevada corporation,
in a business  combination  accounted  for as a  combination  of entities  under
common control.  EnterTech  Limited had previously been known as EnterTech Media
Group,  but exchanged  names with the Company in  conjunction  with the business
combination.  EnterTech  Limited,  which plans to engage in film  production and
distribution,  became a  wholly-owned  subsidiary  of the  Company  through  the
exchange  of  10,000,000  shares of the  Company's  common  stock for all of the
outstanding stock of EnterTech  Limited.  The acquisition has been accounted for
as a combination  of entities under common control which is similar to a pooling
of interests.  Accordingly,  the accompanying  financial statements are restated
for all  periods  presented  to  give  effect  to the  combination.  Assets  and
liabilities  are  reflected  at their  original  cost bases using the pooling of
interests method.

                                        F-7
<PAGE>

                           ENTERTECH MEDIA GROUP, INC.
                                AND SUBSIDIARIES
                         A DEVELOPMENT STAGE ENTERPRISE
                      (FORMERLY ARMAS INTL. MFG. CO., INC.)
                        NOTES TO THE FINANCIAL STATEMENTS
                        DECEMBER 31, 1999, 1998 AND 1997


NOTE 4 - PRIVATE PLACEMENT

On March 31, 1999,  EnterTech  Limited  (then known as EnterTech  Media Group as
discussed  in Note 2)  offered a minimum  of  1,500,000  shares and a maximum of
5,000,000  chares of its common stock in units of 25,000 at a price of $1.00 per
share pursuant to a Private  Placement  Memorandum.  Subsequently,  this private
placement was cancelled.

NOTE 5 - DEPOSIT ON FILM PRODUCTION:

The Company has accepted a deposit of $100,000 that is to be used for production
costs of a film.  The deposit is to be repaid from the final budget and no later
than the first day of principal photography.

NOTE 6 - 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
adjustment that might result from the outcome of this uncertainty.

                                       F-8

<PAGE>

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

         There  have  been  no  disagreements  with  the  Company's  independent
accountants  over any item  involving the Company's  financial  statements.  The
Company's  independent  accountant is W. Dale McGhie, Town & Country Plaza, 1539
Vasser Street, Reno, Nevada 89502.

PART III

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

(a)  Directors and Executive Officers

         As of June 15,  2000,  the  directors  and  executive  officers  of the
Company,  their  ages,  positions  in the  Company,  the dates of their  initial
election or appointment as director or executive officer,  and the expiration of
the terms as directors are as follows:

                                                      Period Served As
Name                        Age   Position            Director
----                        ---   --------            --------
John Daly                    63   Chairman of the     October 1999 to present
                                  Board and a
                                  Director

Mark Tolner                  44   President,          March 1999 to present
                                  Treasurer and
                                  Director

Alexander H. Walker, Jr.     74   Secretary and       March 1999 to present
                                  Director

*The Company's  directors are elected at the annual meeting of stockholders  and
hold office until their  successors  are elected and  qualified.  The  Company's
officers  are  appointed  annually  by the Board of  Directors  and serve at the
pleasure of the Board.

                                      -18-


<PAGE>



(b)      Business Experience:

         John  Daly,  age 63, is  Chairman  of the Board and a  Director  of the
Company.  He has  dedicated  his  life  to the  entertainment  industry.  With a
partner,  Mr. Daly formed  Hemdale  which has  packaged,  financed  and produced
motion pictures.  Through Hemdale,  Mr. Daly has been involved in the production
of many motion  pictures  including the Oscar- winning Best Pictures,  "Platoon"
and "Last  Emperor",  the award winning  "Hoosiers" and "At Close Range".  Other
films in which he and Hemdale participated include "The Terminator",  the Cannes
award  winner  "Images,"  "The Triple  Echo",  "The Falcon and the  Snowman" and
"Hidden Agenda".

         Mark Tolner, age 44, is the President,  Treasurer and a Director of the
Company.  Mr. Tolner's  background is in international  business,  financial and
investment  management,  areas in which he generally  has worked during the last
eight  years.   In  this  regard,   Mr.   Tolner  has  been  involved  with  the
conceptualizing,  negotiating,  funding and managing the joint  venture  vehicle
used in the expansion of the a chain of specialist sandwich retailers in London,
England. He has negotiated the acquisition from a Danish Venture Capital company
of a controlling  interest in an company with joint ventures in television  data
broadcasting  with CNN and Reuters.  He also has worked on a debt  restructuring
for the Brazilian State owned shipping line Lloyd Brasiliero cn.

         Alexander H. Walker,  Jr., age 74, is the  Secretary  and a Director of
the Company.  He received his B.A. from Waynesburg  College in 1950 and his J.D.
from the University of Pittsburgh  School of Law in 1952. Since 1956, Mr. Walker
has  been  a  practicing  attorney,   with  his  practice  including  trial  and
transactional work, with an emphasis on corporate securities matters.  From 1955
to 1956, he served as the Attorney in Charge of the Salt Lake City,  Utah Branch
of the United States  Securities and Exchange  Commission,  first serving as the
Attorney Advisor for the Division of Corporate Finance in Washington,  D.C. from
1954 to 1955. From 1956 through the present, Mr. Walker has maintained a private
practice.  He maintains licenses in both Utah and Pennsylvania.  Mr. Walker also
in an owner of Nevada Agency and Trust Company,  the Company's  transfer  agent,
and Hidden Splendor Resources, Inc., a Company shareholder. Hidden Splendor owns
mining properties in Utah,  Colorado and Nevada.  Mr. Walker devotes part of his
time to  businesses  of Nevada  Agency and Trust  Company  and  Hidden  Splendor
Resources, Inc. Prior to the election of Mr. Tolner as President of the Company,
Mr.  Walker  served as the  Company's  President.  He  served  as the  Company's
President from 1996 until 1998.

(c)      Directors of Other Reporting Companies:

         Mr.  Walker also is a director of Talk Visual  Corp.  whose  shares are
traded under the symbol TVCP on the OTC Bulletin Board market. Talk Visual Corp.
is the  video-telephone  communication  business.  He  also  is an  officer  and
director of Harvard  Scientific  Corp.  whose shares are traded under the symbol
"VGEN" on the  Over-the-Counter  Bulletin  Board  market.  Harvard is developing
medical  treatments  for human  sexual  dysfunction.  He also is a  director  of
FilmWorld,  Inc.  whose  shares have no quoted  value.  FilmWorld is in the same
general  business as the Company.  Mr. Tolner and Mr. Daly also are directors of
FilmWorld.

                                      -19-


<PAGE>



(d)      Employees:

         The officers and  directors  who are  identified  above are the current
significant  employees of the Company.  Mr. Tolner spends a majority of his time
on the business operations of the Company, but performs services for the Company
on a  non-exclusive  basis.  Mr. Walker spends  whatever time is required on the
Company's business,  also on a non-exclusive  basis.  Neither Mr. Tolner nor Mr.
Walker have any  experience  in film  production.  The Company  will rely on Mr.
Daly's  experience in the film industry in connection with its  operations.  Mr.
Daly spends whatever time is required of him on the Company's business, but does
so on a non-exclusive basis.

(e)      Family Relationships:

         There are no family  relationships  between  the  directors,  executive
officers or any other  person who may be  selected  as a director  or  executive
officer of the Company.

(f)      Involvement in Certain Legal Proceedings:

         None of the officers,  directors,  promoters or control  persons of the
Company have been involved in the past five (5) years in any of the following:

         (1)      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)      Any conviction in a criminal proceedings or being subject to a
                  pending criminal proceeding  (excluding traffic violations and
                  other minor offenses);

         (3)      Being   subject  to  any  order,   judgment  or  decree,   not
                  subsequently  reversed,  suspended or vacated, or 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)      Being 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 laws
                  or  commodities  law, and the judgment has not been  reversed,
                  suspended, or vacated.

         The officers and directors  who are  identified  above are  significant
employees of the Company.

                                      -20-


<PAGE>



(g)      Section 16a Beneficial Ownership Compliance

         The officers,  directors and beneficial  owners of more than 10% of the
Company's common stock have filed their initial  statements of ownership on Form
3. Forms 5 have been filed for the year ended December 31, 1999.

--------------------------------------------------------------------------------
ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------

         The Company has not compensated its management in the last three years.
However,  the following table sets forth information about  compensation paid or
accrued during the years ended December 31, 1999, 1998 and 1997 to the Company's
officers and directors.  None of the Company's  Executive  Officers  earned more
than $100,000 during the years ended December 31, 1999, 1998 and 1997.

<TABLE>
<CAPTION>

                                                 Summary Compensation Table
                                                              Long Term Compensation
                            Annual Compensation       Awards                      Payouts
                           ---------------------   ------------                  ---------
                                                   (e)                 (g)
                                                  Other     (f)      Securities         (i)
 (a)                                              Annual  Restricted Under-     (h)     Other
Name and                             (c)    (d)   Compen- Stock      Lying      LTIP    Compen-
Principal                   (b)    Salary  Bonus  sation  Awards     Options/   Payouts sation
Position                    Year   $       ($)     ($)     ($)       SARs(#)    ($)     ($)
--------                   ------  ------  -----  ------  -----      --------   ------  ----
<S>                        <C>     <C>     <C>    <C>     <C>        <C>        <C>     <C>
John Daly
Chairman and               1999    $ None  $ None $ None  $ None     None       None    None
Director                   1998    $ None  $ None $ None  $ None     None       None    None
                           1997    $ None  $ None $ None  $ None     None       None    None
Mark Tolner
President,                 1999    $ None  $ None $ None  $ None     None       None    None
Treasurer and              1998    $ None  $ None $ None  $ None     None       None    None
Director                   1997    $ None  $ None $ None  $ None     None       None    None
Alexander H. Walker, Jr
Secretary and              1999    $ None  $ None $ None  $ None     None       None    None
Director                   1998    $ None  $ None $ None  $ None     None       None    None
                           1997    $ None  $ None $ None  $ None     None       None    None
</TABLE>


                                      -21-


<PAGE>





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

(a)      5% Shareholders:

         The following information sets forth certain information as of June 15,
2000 about each person who is known to the Company to be the beneficial owner of
more than five percent (5%) of the Company's Common Stock:

<TABLE>
<CAPTION>

                           (2)
(1)                Name and Address                            (3)                         (4)
Title              of Beneficial                      Amount and Nature of             Percent of
of Class           Owner                              Beneficial Ownership                Class
--------           -----                              --------------------                -----
<S>                <C>                                       <C>                          <C>
Common             John Daly                                 4,000,000                    36.3%
                   1255 Norman Place, Brentwood
                   Los Angeles, CA   90049

Common             Whyteburg Limited                         3,500,000                    31.7%
                   P.O. Box 3463 Road Town
                   Tortola BVI

Common             Mark Tolner                               1,500,000                    13.6%
                   4929 Wilshire Blvd., #830
                   Los Angeles, CA   90010

Common             Cullen Trading LTD                        1,000,000                     9.1%
                   c/o Kerman & Co. Wentworth
                   House S St. James Square
                   London, England SW1 Y4JU

(b)      Security Ownership of Management:
</TABLE>


                                                      -22-


<PAGE>

<TABLE>
<CAPTION>


                           (2)
(1)                Name and Address                            (3)                         (4)
Title              of Beneficial                      Amount and Nature of             Percent of
of Class           Owner                              Beneficial Ownership                Class
--------           -----                              --------------------                -----

<S>                <C>                                        <C>                         <C>
Common             John Daly                                  4,000,000                   36.3%
                   1255 Norman Place, Brentwood
                   Los Angeles, CA   90049

Common             Mark Tolner                                1,500,000                   13.6%
                   4929 Wilshire Blvd., #830
                   Los Angeles, CA 90010

Common             Alexander H. Walker, Jr.                     528,181 1                  4.8%
                   1700 Coronet Drive
                   Reno, Nevada 89509

                   All Directors and                          6,028,181                   54.7%
                   Officers as a Group
--------------------------------------------
</TABLE>


         (1) Of this  amount  106,750  shares are owned by a Nevada  corporation
named Hidden  Splendor  Resources,  Inc.,  of which Mr. Walker is an officer and
director and 21,431 shares are owned by a Nevada corporation named Nevada Agency
& Trust Company,  of which Mr. Walker also is an officer and director.  With his
wife, Mr. Walker owns a controlling interest in both Nevada Agency and Trust and
Hidden Splendor. The remaining 400,000 shares are owned by Mr. Walker in his own
name.

(c)      Changes in Control:

         There is no arrangement which may result in a change in control.

--------------------------------------------------------------------------------
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------

         During the past two (2)  years,  the  Company  has not  entered  into a
transaction  with a value in excess  of  $60,000  with a  director,  officer  or
beneficial  owner  of 5% or  more  of the  Company's  common  stock,  except  as
disclosed  in the  following  paragraphs.  The  Company has no policy as such of
entering into transactions with affiliates.

         From time to time,  the  Company  uses  office  space at the offices of
Nevada Agency and Trust  Company,  the Company's  transfer  agent.  Alexander H.
Walker,  Jr., an officer  and  director  of the  Company,  is an owner of Nevada
Agency and Trust  Company.  Though the Company  uses  Nevada  Agency and Trust's
services, amounts paid by the Company do not total more than $60,000 per year.

         Also, John Daly, Mark Tolner and Alexander H. Walker, Jr. can be deemed
as promoters of the Company. They have received compensation from the Company as
disclosed below.


                                      -23-


<PAGE>



         During April of 1999,  management  entered  into an Exchange  Agreement
with a Nevada  corporation  named  EnterTech  Limited.  Under  the terms of that
Exchange  Agreement,  the Company was obligated to issue a minimum of 11,500,000
shares and a maximum of 15,000,000 shares of it common stock in exchange for all
the issued  and  outstanding  shares of  EnterTech  Limited.  At the time of the
Exchange  Agreement,  EnterTech  Limited had  10,000,000  shares of common stock
issued and outstanding.  EnterTech Limited also was in the process of offering a
minimum of  1,500,000  shares and a maximum  of  5,000,000  shares of its common
stock  pursuant  to a private  placement  memorandum.  Because  the  Company was
obligated to issue a minimum of 11,500,000  pursuant to the Exchange  Agreement,
it issued  11,500,000  shares of its common  stock to an exchange  agent who was
charged  under  the  terms of the  Exchange  Agreement  with  assuring  that the
appropriate  number of the Company's  shares are issued to the  shareholders  of
EnterTech  Limited once  EnterTech  Limited's  private  placement  was complete.
10,000,000 of these  initial  11,500,000  shares were issued for the  10,000,000
shares of  EnterTech  Limited  issued and  outstanding  apart  from the  private
placement offering, and the remain 1,500,000 shares were issued for the exchange
of the minimum number of shares EnterTech  Limited was offering  pursuant to its
private  placement  memorandum.  Because  no  consideration  was paid for  these
1,500,000  shares,  their issuance and return are not reflected on the Company's
financial  statements,  though the issuance and return of these shares do appear
on the Company's stock transfer  records.  Mr. Tolner,  the Company's  President
signed  the  exchange  agreement  on behalf of both the  Company  and  EnterTech
Limited.  The  private  placement  was  terminated  following  the filing of the
Company's  Form  10-SB.  The  1,500,000  shares  issued in  connection  with the
EnterTech  Limited  private  placement  will be  returned  to the  Company.  The
10,000,000  shares  issued  pursuant to the  Exchange  Agreement  were issued as
follows:

                  John Daly                                   4,000,000
                  Mark Tolner                                 1,500,000
                  Whyteburg Limited                           3,500,000
                  Cullen Trading Limited                      1,000,000

         The  principals of Whyteburg  Limited are  Christopher  Langenauer  and
Margrith  Burer.  The  principals of Cullen Trading are Jason Tabone and Stephen
Hirst

         On or about April 30, 1999, the Company  entered into an agreement with
Whyteburg  Limited under the terms of which Whyteburg agreed to loan the Company
funds as needed from time to time. The principal of funds forwarded by Whyteburg
carries  interest at the rate of 1% per annum.  The Company can repay the loaned
amounts,  or any part thereof, at any time. English law governs the terms of the
loan agreement.  Through March 31, 2000, Whyteburg has provided the Company with
$659,776 under the terms of this agreement.  However,  all amounts received from
Whyteburg  through the end of 1999 have been  capitalized and are not carried on
the Company's books as loans.  Whyteburg has consented to this treatment of such
funds.

         EnterTech Limited owns 100% of the issued and outstanding shares of two
subsidiaries, EnterTech Picture Corporation and EnterTech Releasing Corporation,
also Nevada corporations.

                                      -24-


<PAGE>



         On or  about  May 21,  1999,  the  Company  issued  400,000  shares  to
Alexander H.  Walker,  Jr., an officer and  director,  in exchange for legal and
business services to the Company. The shares issued to Mr. Walker were issued in
reliance on the  exemption  from  registration  contained in Section 4(2) of the
Securities Act of 1933, as amended, and the certificate representing such shares
bears a restrictive  legend  reflecting the  limitations  on future  transfer of
those shares.

         On July  31,  1998,  prior  to the six for  one  reserve  split  of the
Company's  shares,  the  Company  issued a total  or  700,000  to the  following
individuals  in   consideration   of  the  payment  of  the  Company's  debt  of
approximately  $1,333 to Nevada Agency and Trust Company, the Company's transfer
agent and resident agent:

         Amanda Cardinalli                    96,000          pre-split shares
         Alexander H. Walker III              96,000          pre-split shares
         Timotha Kent                         96,000          pre-split shares
         Hidden Splendor Resources           288,000          pre-split shares
         Nevada Agency and Trust Company     124,000          pre-split shares

This  stock was  issued  in  accordance  with the  exemption  from  registration
contained in Section 4(2) of the Securities Act of 1933, as amended.  The amount
of debt extinguished was less than $60,000.

         Also, the Company  intends to enter into 2-year  employment  agreements
individuals the Company deems vital the Company's operations.  These individuals
are Mark  Tolner,  an officer  and  director  and John Daly.  Pursuant  to these
employment  agreements,  Mark Tolner will be compensated for his services at the
rate of $120,000 per year, and John Daly will be compensated for his services at
the rate of $120,000.  The  Company's  board of directors  may increase the base
salary of these individuals, as it deems appropriate.

         The employment  agreements will provide that if Messrs. Tolner and Daly
are  terminated by the Company  without Just Cause (as defined in the employment
agreements),  each will be entitled to the lesser of (i) his base salary for one
year from the termination  plus the value of any benefits,  or(ii) the aggregate
amount of his base salary plus the value of any  benefits  during the balance of
the agreements.

         The  employment  agreements  also will provide that Messrs.  Tolner and
Daly will not,  during the term of the  Agreements or  thereafter,  disclose any
confidential  information of the Company  without prior approval of the Company.
The agreements  also will provide that Messrs.  Tolner and Daly will not, during
the term of the Agreements and for a period of one year thereafter,  participate
in any business  that  competes with the Company or solicit any of the Company's
employees or customers or otherwise interfere with the relations of the Company.
State and or federal courts may or may not enforce such restrictions. Currently,
no such agreement have been signed.

                                      -25-


<PAGE>



--------------------------------------------------------------------------------
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------

         To  management's  knowledge,  the  company has not filed any reports on
Form 8-K during the last year.

Assigned
Number      Description
------      -----------
(2)         Plan  of  acquisition,   reorganization,   arrangement,  liquid,  or
            succession: Exchange Agreement by and Between EnterTech Media Group,
            Inc. and EnterTech Limited.  Previously  included with the Company's
            Form 10-SB filed on June 11, 1999.

(3)(i)      Articles of  Incorporation  dated  November 17,  1986;  Amendment to
            Articles of Incorporation  dated May 1, 1987;  Amendment to Articles
            of  Incorporation  dated May 10,  1990;  Amendment  to  Articles  of
            Incorporation dated October 23, 1998; ; and Amendment to Articles of
            Incorporation  dated  June 1,  1999.  Previously  included  with the
            Company's Form 10-SB filed on June 11, 1999.

(3)(ii)     By-laws of the Company:  Previously included with the Company's Form
            10-SB filed on June 11, 1999.

(4)         Instruments  defining  the rights of holders  including  indentures:
            None

(9)         Voting Trust Agreement:     None

(10)        Material Contracts:  The Exchange Agreement by and Between EnterTech
            Media Group, Inc. and EnterTech Limited listed above is incorporated
            herein by this reference.  Consulting Agreement dated March 1, 1999.
            Previously  included with the Company's Form 10-SB filed on June 11,
            1999.

            April 30, 1999 Agreement with Whyteburg  Limited.  Included with the
            Company's Amended Form 10-SB filed in June 2000.

            May 25, 1999 Agreement with Le Studio Canal Plus.  Included with the
            Company's Amended Form 10-SB filed in June 2000.

            October 26,  1999  Agreement  with Intra  Films.  Included  with the
            Company's Amended Form 10-SB filed in June 2000.

            November  17, 1999 Joint  Venture  Agreement  with the Polan  Group.
            Included with the Company's Amended Form 10-SB filed in June 2000.

                                      -26-


<PAGE>


(11)        Statement regarding computation of per share earnings:  Computations
            can be determined from the financial statements.

(16)        Letter on change in certifying accountant: None

(21)        Subsidiaries  of  the  registrant:   Previously  included  with  the
            Company's Form 10-SB filed on June 11, 1999.

(24)        Power of Attorney:          None

(27)        Financial Data Schedule:    Included

(99)        Additional Exhibits:        None


--------------------------------------------------------------------------------
                                   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 15, 2000.

                                      ENTERTECH MEDIA GROUP, INC.


                                      By:/s/ Mark Tolner
                                      ------------------
                                             Mark Tolner
                                             President

                                      -27-