<PAGE>

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

                                 FORM 10-QSB

(Mark One)
/X/    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

                For the quarterly period ended March 31, 2000

/ /    TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

                For the transition period from__________to____________.

                          Commission file number 000-28327

                          ENTERTAINMENT BOULEVARD, INC.
             (Exact Name of Registrant as Specified in its Charter)

           Nevada                                             980182797
   -----------------------                                ----------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)


         12910 Culver Boulevard, Suite I, Los Angeles, California 90066
                     (Address of principal executive offices)


                                 (310) 578-5404
                          (Issuer's telephone number)


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

                          Yes /X/         No / /

                    APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 15, 2000, there were 23,650,362 shares of common stock, $0.001 par
value, outstanding.


Transitional Small Business Disclosure Format (check one):  Yes / /   No /X/



<PAGE>

                           Entertainment Boulevard, Inc.

                                      INDEX

<TABLE>
<CAPTION>

ITEM                                                                             PAGE NO.
----                                                                             --------
<S>                                                                              <C>
PART I  FINANCIAL INFORMATION                                                       3

Item 1. Financial Statements                                                        3

        Condensed Consolidated Balance Sheets at December 31, 1999 and
         March 31, 2000                                                             3

        Condensed Consolidated Statements of Operations for the Period from
         April 1, 1997 to March 31, 2000 and for the Three Months Ended
         March 31, 2000 and March 31, 1999                                          5

        Condensed Consolidated Statements of Cash Flows for the Period from
         April 1, 1997 to March 31, 2000 and for the Three Months Ended
         March 31, 2000 and March 31, 1999                                          6

        Notes to Condensed Consolidated Financial Statements                        8

Item 2. Management's Discussion and Analysis or Plan of Operation                  13

Item 3. Quantitative and Qualitative Disclosures about Market Risk                 17

PART II OTHER INFORMATION                                                          17

Item 1. Legal Proceedings                                                          17

Item 2. Changes in Securities and Use of Proceeds                                  17

Item 3. Defaults Upon Senior Securities                                            17

Item 4. Submission of Matters to a Vote of Security Holders                        17

Item 5. Other Information                                                          17

Item 6. Exhibits and Reports on Form 8-K                                           17

SIGNATURES

</TABLE>

<PAGE>

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

                                   ENTERTAINMENT BOULEVARD, INC. AND SUBSIDIARY,
                                                                      DBA VIDNET
                                                   (A DEVELOPMENT STAGE COMPANY)
                                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)
--------------------------------------------------------------------------------

                                                   ASSETS
<TABLE>
<CAPTION>


                                                                                   March 31,       December 31,
                                                                                      2000             1999
                                                                                  -----------      ------------
                                                                                  (unaudited)        (audited)
<S>                                                                            <C>                <C>
CURRENT ASSETS
     Cash                                                                           $ 3,548,180       $  429,408
     Accounts receivable                                                                 72,884          222,324
     Debt issuance proceeds receivable                                                  306,000                -
     Subscriptions receivable                                                           877,470                -
     Prepaid expenses                                                                   178,697            8,496
     Deferred license fees                                                            6,395,254                -
                                                                                ---------------    ----------------

         Total current assets                                                        11,378,445          660,228

NOTE RECEIVABLE - RELATED PARTY                                                         400,000          400,000
ADVANCES                                                                                850,202                -
FURNITURE AND EQUIPMENT, net                                                          1,517,953          419,549
DEPOSITS                                                                                162,956           26,700
DEBT ISSUANCE COSTS, net                                                                 27,318          110,000
DEFERRED FINANCING COSTS                                                                157,013        1,735,583
                                                                                ---------------    ----------------

                      TOTAL ASSETS                                                  $14,493,887       $3,352,060
                                                                                ===============    ================
</TABLE>

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

                                       3

<PAGE>

<TABLE>
<CAPTION>
                                                                      ENTERTAINMENT BOULEVARD, INC. AND SUBSIDIARY,
                                                                                                         DBA VIDNET
                                                                                      (A DEVELOPMENT STAGE COMPANY)
                                                                              CONDENSED CONSOLIDATED BALANCE SHEETS
                                                                   DECEMBER 31, 1999 AND MARCH 31, 2000 (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------

                          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                                   March 31,       December 31,
                                                                                      2000             1999
                                                                                  -----------      ------------
                                                                                  (unaudited)        (audited)
<S>                                                                            <C>                <C>
CURRENT LIABILITIES
     Short-term debt                                                                $   640,000          $1,854,095
     Note payable - related party                                                       400,000             400,000
     Convertible notes                                                                        -             500,000
     Accounts payable                                                                 1,437,897             589,241
     Accrued liabilities                                                                 78,674             299,401
     Deferred revenue                                                                         -              67,000
                                                                                ---------------    ----------------

         Total current liabilities                                                    2,556,571           3,709,737
                                                                                ---------------    ----------------

STOCKHOLDERS' EQUITY (DEFICIT)
     Series A preferred stock, $0.01 par value
         1,000,000 shares authorized
         0 (unaudited) and 2,000 shares issued and outstanding                                -                  20
     Common stock, $0.001 par value
         50,000,000 shares authorized
         22,282,410 (unaudited) and 12,477,500 shares issued
              and outstanding                                                            22,282              12,478
     Deferred compensation                                                             (198,740)           (252,685)
     Additional paid-in capital                                                      81,420,947          14,899,249
     Deficit accumulated during the development stage                               (69,307,173)        (15,016,739)
                                                                                ---------------    ----------------

                  Total stockholders' deficit                                        11,937,316            (357,677)
                                                                                ---------------    ----------------

                      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $14,493,887          $3,352,060
                                                                                ===============    ================

</TABLE>

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

                                       4

<PAGE>

<TABLE>
<CAPTION>
                                                                       ENTERTAINMENT BOULEVARD, INC. AND SUBSIDIARY,
                                                                                                          DBA VIDNET
                                                                                       (A DEVELOPMENT STAGE COMPANY)
                                                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                   FOR THE PERIOD FROM APRIL 1, 1997
                                                                                   (INCEPTION) TO MARCH 31, 2000 AND
                                                                                    FOR THE THREE MONTHS ENDED MARCH
                                                                                       31, 2000 AND 1999 (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------

                                                                                                     For the
                                                                                                   Period from
                                                                             For the                 April 1,
                                                                       Three Months Ended             1997
                                                                           March 31,              (Inception) to
                                                          -------------------------------------     March 31,
                                                                    2000               1999            2000
                                                          -----------------  ------------------  ------------------
                                                              (unaudited)        (unaudited)         (unaudited)
<S>                                                      <C>                <C>                  <C>
REVENUE                                                        $    165,021         $         -        $    433,060

OPERATING EXPENSES                                                5,657,653             930,152          14,769,254
                                                          -----------------  ------------------  ------------------

LOSS FROM OPERATIONS                                             (5,492,632)           (930,152)        (14,336,194)
                                                          -----------------  ------------------  ------------------

OTHER EXPENSE
   Interest expense, net                                            164,048               8,557             222,242
   Financing costs                                               35,525,500           4,597,000          41,640,737
                                                          -----------------  ------------------  ------------------

     Total other expense                                         35,689,548           4,605,557          41,862,979
                                                          -----------------  ------------------  ------------------

NET LOSS                                                        (41,182,180)         (5,535,709)        (56,199,173)

PREFERRED STOCK DIVIDENDS                                        13,108,000                   -          13,108,000
                                                          -----------------  ------------------  ------------------

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS                      $(54,290,180)       $(5,535,709)      $ (69,307,173)
                                                          =================  ==================  ==================

BASIC AND DILUTED LOSS AVAILABLE TO COMMON
   STOCKHOLDERS PER SHARE                                      $      (3.64)       $     (0.53)      $       (9.21)
                                                          =================  ==================  ==================

WEIGHTED-AVERAGE SHARES OUTSTANDING                              14,917,623         10,354,856           7,515,004
                                                          =================  ==================  ==================

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

                                       5
</TABLE>

<PAGE>

                                   ENTERTAINMENT BOULEVARD, INC. AND SUBSIDIARY,
                                                                      DBA VIDNET
                                                   (A DEVELOPMENT STAGE COMPANY)
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               FOR THE PERIOD FROM APRIL 1, 1997
                                               (INCEPTION) TO MARCH 31, 2000 AND
                                                FOR THE THREE MONTHS ENDED MARCH
                                                   31, 2000 AND 1999 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                                       For the
                                                                                                     Period from
                                                                                                      April 1,
                                                                         For the                       1997
                                                                  Three Months Ended              (Inception) to
                                                                        March 31,                     March 31,
                                                                 2000               1999                2000
                                                          -----------------  ------------------  ------------------
                                                             (unaudited)        (unaudited)         (unaudited)
<S>                                                    <C>                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                               $     (41,182,180) $       (5,535,709) $      (56,198,919)
   Adjustments to reconcile net loss to net cash
     used in operating activities
       Depreciation and amortization                                122,845               7,880             216,919
       Other non-cash charges                                     2,620,682                   -           2,485,682
       Stock options and warrants issued for
         compensation                                                53,945              62,107           2,213,803
       Financing charges                                         35,525,500           4,597,000          41,640,237
       Stock options issued to vendors                                    -                   -             578,750
       Stock issued to vendors                                      660,000                   -             713,125
   (Increase) decrease in operating assets                         (176,977)            121,141            (434,497)
   Increase (decrease) in operating liabilities                     561,439                   -           1,517,081
                                                          -----------------  ------------------  ------------------

Net cash used in operating activities                            (1,815,246)           (747,581)         (7,267,819)
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of furniture and equipment                           (1,221,259)            (25,544)         (1,709,912)
   Purchase of license agreement                                   (300,000)                  -            (300,000)
   Unsecured advances                                              (850,202)                  -            (850,202)
                                                          -----------------  ------------------  ------------------

Net cash used in investing activities                            (2,371,461)            (25,544)         (2,860,114)
                                                          -----------------  ------------------  ------------------
</TABLE>

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

                                       6
<PAGE>

                                   ENTERTAINMENT BOULEVARD, INC. AND SUBSIDIARY,
                                                                      DBA VIDNET
                                                   (A DEVELOPMENT STAGE COMPANY)
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               FOR THE PERIOD FROM APRIL 1, 1997
                                               (INCEPTION) TO MARCH 31, 2000 AND
                                                FOR THE THREE MONTHS ENDED MARCH
                                                   31, 2000 AND 1999 (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                      For the
                                                                                                    Period from
                                                                                                      April 1,
                                                                         For the                        1997
                                                                  Three Months Ended              (Inception) to
                                                                        March 31,                    March 31,
                                                                 2000               1999                2000
                                                             (unaudited)        (unaudited)         (unaudited)
                                                          -----------------  ------------------  ------------------
<S>                                                     <C>                  <C>                 <C>
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from short-term debt                          $       9,659,000  $                -  $       12,641,875
   Payments on short-term debt                                     (854,095)                  -          (1,509,095)
   Proceeds from long-term borrowings                                     -                   -             878,518
   Capital contributions                                                  -                   -             621,600
   Proceeds from private placement                                1,122,530                   -           3,390,705
   Proceeds from execution of warrants                                    -             731,250             731,250
   Debt issuance costs                                           (1,301,500)                  -          (1,301,500)
   Offering costs                                                (1,320,456)           (106,575)         (1,777,240)
                                                          -----------------  ------------------  ------------------

Net cash provided by financing activities                         7,305,479             684,675          13,676,113
                                                          -----------------  ------------------  ------------------

Net increase (decrease) in cash                                   3,118,772            (148,450)          3,548,180

CASH, BEGINNING OF PERIOD                                           429,408             200,072                   -
                                                          -----------------  ------------------  ------------------

CASH, END OF PERIOD                                       $       3,548,180  $           51,622  $        3,548,180
                                                          =================  ==================  ==================


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

   INTEREST PAID                                          $          17,172  $                -  $           21,338
                                                          =================  ==================  ==================

   INCOME TAXES PAID                                      $               -  $                -  $                -
                                                          =================  ==================  ==================
</TABLE>

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

                                       7

<PAGE>

                                   ENTERTAINMENT BOULEVARD, INC. AND SUBSIDIARY,
                                                                      DBA VIDNET
                                                   (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE 1 - BASIS OF PRESENTATION

         The unaudited condensed consolidated financial statements have been
         prepared by Entertainment Boulevard, Inc. and subsidiary, dba Vidnet
         (collectively, the "Company") pursuant to the rules and regulations of
         the Securities and Exchange Commission. The information furnished
         herein reflects all adjustments (consisting of normal recurring
         accruals and adjustments) which are, in the opinion of management,
         necessary to fairly present the operating results for the respective
         periods. Certain information and footnote disclosures normally present
         in annual consolidated financial statements prepared in accordance with
         generally accepted accounting principles have been omitted pursuant to
         such rules and regulations. The results of the three months ended March
         31, 2000 are not necessarily indicative of the results to be expected
         for the full year ending December 31, 2000.


NOTE 2 - GOING CONCERN ISSUES

         The Company has received a report from its independent auditors that
         includes an explanatory paragraph describing the Company's uncertainty
         to continue as a going concern. These consolidated financial statements
         contemplate the ability to continue as such and do not include any
         adjustments that might result from this uncertainty.


NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRINCIPLES OF CONSOLIDATION
         The accompanying financial statements include the accounts of
         Entertainment Boulevard, Inc. and its wholly owned subsidiary. All
         significant intercompany accounts have been eliminated.

         DEVELOPMENT STAGE ENTERPRISE
         The Company is a development stage company as defined in Statement of
         Financial Accounting Standards ("SFAS") No. 7, "Accounting and
         Reporting by Development Stage Enterprises." The Company is devoting
         substantially all of its present efforts to establish a new business,
         and its planned principal operations have not yet commenced. All losses
         accumulated since inception have been considered as part of the
         Company's development stage activities.

                                       8
<PAGE>

                                   ENTERTAINMENT BOULEVARD, INC. AND SUBSIDIARY,
                                                                      DBA VIDNET
                                                   (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         NET LOSS PER SHARE
         The Company utilizes SFAS No. 128, "Earnings per Share." SFAS No. 128
         replaced the previously reported primary and fully diluted loss per
         share with basic and diluted loss per share. Unlike primary loss per
         share, basic loss per share excludes any dilutive effects of options,
         warrants, and convertible securities. Diluted loss per share is very
         similar to the previously reported fully diluted loss per share. Basic
         loss per share is computed using the weighted-average number of common
         shares outstanding during the period. Common equivalent shares are
         excluded from the computation if their effect is anti-dilutive. As
         such, basic and diluted loss per share are the same.


NOTE 4 - ADVANCES

         During the three months ended March 31, 2000, the Company made
         unsecured advances to an unrelated, digital production company. The
         advances are due on demand. As of March 31, 2000, these advances
         totaled $850,202. Subsequent to March 31, 2000, the Company entered
         into negotiations to acquire the digital production company.


NOTE 5 - LICENSE AGREEMENTS

         During the three months ended March 31, 2000, the Company entered
         into a one-year license agreement with Virgin Holdings, Inc.
         Pursuant to the agreement, the Company issued 678,685 shares of
         common stock valued at $2,456,840 and paid $300,000 in cash. The
         agreement also calls for the payment of a share of the gross
         receipts derived from the Company's websites. In exchange for this
         consideration, the Company received the rights to broadcast certain
         videos on the Company's websites. The agreement is renewable by
         Virgin Holdings, Inc. for additional one-year periods.

         During the three months ended March 31, 2000, the Company entered
         into a one-year license agreement with Sony Music for the rights to
         broadcast certain music videos on the Company's websites. The
         Company was required to pay $225,000 in cash and 678,875 shares of
         the Company's common stock valued at $4,708,038. The agreement
         provides for licensing fees equal to a portion of the gross revenues
         received by the Company in connection with the licensed material.

         Related to these two agreements, the Company has capitalized $6,395,254
         in deferred license fees and charged $1,069,624 to operations.


                                       9
<PAGE>

                                   ENTERTAINMENT BOULEVARD, INC. AND SUBSIDIARY,
                                                                      DBA VIDNET
                                                   (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE 6 - SHORT-TERM DEBT

         As of March 31, 2000 and December 31, 1999, the Company has received
         advances from various investors through short-term, unsecured debt
         instruments. The advances bear interest at 10% and are generally due
         within one year of the original advance date. Balances on these
         short-term advances were paid in full (unaudited) at March 31,
         2000.

         During the three months ended March 31, 1999, the Company issued
         $9,765,000 of short-term, secured promissory notes. The notes bear
         interest at 10% per annum and are secured by substantially all of the
         assets of the Company. The notes included detachable stock purchase
         warrants for 3,906,000 shares of common stock, which were immediately
         exercisable at $1 per share and expire in five years. Related to the
         warrants, the Company recorded deferred financing costs of $7,187,040,
         which represents the fair market value of the warrants. In accordance
         with generally accepted accounting principles, this discount is being
         amortized over the term of the debt.

         On March 15, 2000, the Company offered holders of its 90-day, 10%,
         unsecured notes the opportunity to exchange their notes for common
         stock at an exchange rate of $2 per share. In addition, the note
         holders were to receive 20,000 stock purchase warrants for each
         $100,000 of debt. The warrants are exercisable at $4 per share and have
         a five-year term. Because the exchange rate was beneficial to the note
         holders, the Company recognized the intrinsic value of the exchange
         feature as financing costs of $22,984,000. Further, the Company
         recognized the fair market value of the warrants as additional
         financing costs of $2,020,890. In connection with the exchange offer,
         holders of short-term debt totaling $9,875,000, plus accrued interest,
         exercised the option and exchanged their notes for 5,005,087 shares of
         common stock and received 1,975,000 warrants After the exchange, the
         Company had total balances outstanding on these notes of $640,000.

         In connection with the above offer to exchange notes for stock,
         additional holders of notes aggregating $250,000 were also extended the
         same offer. Related to their notes, the Company recognized $554,000 of
         financing costs due to the beneficial exchange feature and $46,500 on
         the warrants. These notes were converted into 128,438 shares of common
         stock on March 15, 2000 and received 50,000 warrants at $4 per share.

         Because of the early retirement of these notes, the Company wrote off
         related additional deferred financing costs and recognized amortization
         aggregating to $8,765,610. Deferred financing costs capitalized at
         March 31, 1999 were $157,013.


                                       10
<PAGE>

                                   ENTERTAINMENT BOULEVARD, INC. AND SUBSIDIARY,
                                                                      DBA VIDNET
                                                   (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE 7 - CONVERTIBLE NOTES

         On November 12, 1999, the Company issued $500,000 of short-term bridge
         notes that were convertible at $2 per share into the Company's common
         stock. These notes and accrued interest of $8,542 were converted into
         258,542 shares of common stock during the three months ended March 31,
         2000. Additionally, the note holders received warrants to purchase
         250,000 shares of common stock at $2.50 per share and 250,000 shares of
         common stock at $3 per share. The warrants were immediately exercisable
         and expire in five years. Related to these warrants, the Company
         amortized financing costs of $416,250 during the three months ended
         March 31, 2000.

         On January 14, 2000, the Company issued a $200,000 convertible
         promissory note. The note bears interest at 10% per annum and was due
         in 60 days. On March 15, 2000, the note plus accrued interest of
         $203,389 was converted into 203,389 shares of common stock. Related to
         this conversion feature of the note, the Company recognized financing
         costs of $1,081,000. In connection with this note, the Company issued
         50,000 warrants, which are exercisable at $1 per share. Financing costs
         recognized related to these warrants were $73,500.


NOTE 8 - STOCKHOLDERS' DEFICIT

         SERIES A PREFERRED STOCK
         On March 15, 1999, the Company sold 2,000 shares of its Series A, $0.01
         par value, convertible preferred stock for $1,000 per share, net of
         issuance costs of $245,060, which consisted of lawyers' fees and
         placement agent fees. In connection with these sales, the Company
         recorded stock subscriptions receivable of $877,470. In connection with
         the offering, a warrant for the purchase of 250,000 shares of the
         Company's common stock was issued to the placement agent. The warrant
         is exercisable on September 3, 2000 at $2 per share and expires on
         September 2, 2004.

         Immediately following the issuance of the preferred stock, the Company
         converted 4,000 shares of its Series A preferred stock, plus accrued
         dividends, into 2,723,647 shares of common stock. Since the conversion
         was significantly below the trading price of the Company's common
         stock, the Company recognized a preferred dividend of $13,108,000,
         which is reflected as a reduction in net income available to common
         stockholders.

                                       11
<PAGE>

                                   ENTERTAINMENT BOULEVARD, INC. AND SUBSIDIARY,
                                                                      DBA VIDNET
                                                   (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                               DECEMBER 31, 1999
--------------------------------------------------------------------------------

NOTE 9 - STOCK OPTIONS AND WARRANTS

         STOCK PURCHASE WARRANTS
         During the three months ended March 31, 2000, the Company issued
         warrants to purchase 500,000 shares of its common stock to a placement
         agent as a fee for the termination of certain of its rights under a
         placement agreement. Of these 500,000 warrants, 250,000 are exercisable
         on March 31, 2000 at $0.50 per share and expire in five years. The
         remaining 250,000 warrants are exercisable on March 31, 2000 at $3.50
         per share and also expire in five years. The Company recognized
         $660,000 in termination fees related to the issuance of these warrants.


NOTE 10 - SUBSEQUENT EVENTS

         On April 4, 2000, an officer of the Company exercised his warrant to
         purchase 1,325,000 shares of common stock. The exercise was performed
         on a cashless basis, whereby the Company issued 1,030,556 shares of
         common stock in exchange for the warrant. Related to this exercise,
         the Company expects to record a charge of $800,000 in the second
         quarter of 2000.

         During April 2000, the Company collected debt issuance proceeds
         receivable and subscriptions receivable of $306,000 and $877,470,
         respectively.

         Subsequent to March 31, 2000, the Company advanced $450,000 to an
         officer of the Company under a promissory note.

         Subsequent to March 31, 2000, the Company entered into negotiations to
         acquire the digital production company to which it had previously
         extended unsecured advances.

         In April 2000 the company executed an employment agreement with its
         Chief Executive Officer. The agreement requires annual payments of
         $350,000 and 3,000,000 warrants exercisable at $2.75 per share. The
         Company does not expect to incur significant costs related to these
         warrants as the exercise price approximated the fair market value of
         the company's stock at the date of issue.

         During May 2000 the company entered into an employment agreement
         with its Chief Financial Officer. The agreement requires monthly
         payments of $12,500 and 300,000 warrants exerciseable at $1.38 per
         share. The Company does not expect to incur significant costs related
         to these warrants as the exercise price approximated the fair market
         value of the company's stock at the date of issue.

         Subsequent to March 31, 2000, the company advanced $185,000 to an
         officer of the Company against all future compensation.

                                       12


<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The Company has included in this filing certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995
concerning the Company's business, operations and financial condition. The
words or phrases "can be", "expects", "may affect", "may depend", "believes",
"estimates", "projects", and similar words and phrases are intended to
identify such forward-looking statements. Such forward-looking statements are
subject to various known and unknown risks and uncertainties, and the Company
cautions you that any forward-looking information provided by or on behalf of
the Company is not a guarantee of future performance. Actual results could
differ materially from those anticipated in such forward-looking statements
due to a number of factors, some of which are beyond the Company's control,
in addition to those discussed in the Company's other public filings, press
releases and statements by the Company's management, including: (i) the
volatile and competitive nature of the Internet and entertainment industries,
(ii) changes in domestic and foreign economic and market conditions, (iii)
the effect of federal, state and foreign regulation on the Company's
business, (iv) failure of the Company, its vendors or other third parties to
achieve Year 2000 compliance and (v) the effect of any future acquisitions.
All such forward-looking statements are current only as of the date on which
such statements were made. The Company does not undertake any obligation to
publicly update any forward-looking statement to reflect events or
circumstances after the date on which any such statement is made or to
reflect the occurrence of unanticipated events.

The Company's fiscal year ends on December 31 of each calendar year.

RECENT EVENTS

Business Related

During the three months ended March 31, 2000, the Company made unsecured
advances to an unrelated, digital production company. The advances are due on
demand. As of March 31, 2000, these advances totaled $850,202. Subsequent to
March 31, 2000, the Company entered into negotiations to acquire the digital
production company.

In April 2000, the Company entered into an employment agreement with it's
Chief Executive Officer, Stephen Brown. The agreement calls for annual
payments of $350,000 and 3,000,000 warrants to purchase shares of the
Company's common stock at $2.75 per share. The agreement provides for a three
year term. The agreement is terminable with cause by the Company and Mr.
Brown. In the event that the Company terminates Mr. Brown without cause prior
to the expiration of the three year term, the Company is obligated to pay Mr.
Brown his annual compensation for the remainder of the term.

On May 10, 2000, the Company entered into an employment agreement with it's
Chief Financial Officer, Paul Mattoon. The agreement calls for monthly
payments of $12,500 and 300,000 warrants to purchase shares of the Company's
common stock at $1.38 per share. The agreement is terminable with 30 days
written notice from either party.

Both employment agreements provide that the employees may not participate in
any activities which may interfere with the employee's duties to the Company
and/or which are competitive with the Company's activities.

Related Transactions

On April 26, 2000, the Company loaned it's Chief Executive Officer $450,000
pursuant to a 30 day promissory note bearing interest at 8% per annum. The note
is secured by all of the stock holdings of the Chief Executive Officer.

On May 12, 2000, the Company advanced to it's Chief Executive Officer $185,000
against all future compensation owed by the Company.

Finance Related

On January 14, 2000, the Company raised $200,000 with a convertible promissory
note bearing interest at 10% per annum and five year warrants to purchase 50,000
shares of the Company's common stock at $1 per share. On March 15, 2000 the note
plus accrued interest of $3,389 converted into 203,389 shares of common stock.

On January 28, 2000, the Company raised $9,765,000 in promissory notes due 90
days from issuance, bearing interest at 10% per annum, and five year warrants
to purchase 40,000 shares of common stock at $1 per share for each $100,000
note. Outstanding promissory notes totaling $750,000 at December 31, 1999
rolled into the financing on January 28, 2000 increasing the total of the
debt outstanding to $10,515,000. The Company issued

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<PAGE>

4,206,000 warrants to purchase common stock at $1 per share in connection
with the financing. On March 16, 2000 $9,875,000 of the outstanding debt plus
accrued interest converted into 5,005,087 shares of common stock and
1,975,000 warrants to purchase shares of the Company's common stock at $4 per
share. The remaining $640,000 in promissory notes and accrued interest of
$16,000 was paid off in cash on April 28, 2000.

On March 15, 2000, a note payable outstanding at December 31, 1999 in the
amount of $250,000 plus accrued interest of $6,875 converted into 128,438
shares of common stock and 50,000 warrants to purchase shares of the
Company's common stock at $4 per share.

On March 15, 2000, notes payable outstanding at December 31, 1999 in the
amount of $500,000 plus accrued interest of $17,084 converted into 258,542
shares of common stock.

OVERVIEW

Entertainment Boulevard is an Internet broadcasting company that provides video
entertainment in an on-line, on-demand environment. The Company's current
content library includes music videos, live concert events, archived concert
events, movie trailers, extreme sports clips, interview clips, netfomercials and
other special events and programming. The Company also provides video encoding
services to third-party companies and also hosts videos for a number of third
party Internet sites through the use of a co-branded pop-up player. The on-line
on-demand video entertainment is delivered on the Internet primarily at
WWW.VIDNET.COM.

The Company was incorporated in December 1997. Prior to February 2, 1999, we
operated under the name Sedmet Exploration Inc. and acquired certain mining
rights in Tooele County, Utah. We currently operate a web site at WWW.VIDNET.COM
through our wholly-owned subsidiary, International Net Broadcasting, which we
acquired in January 1999.

RESULTS OF OPERATIONS

Revenues:

Revenues during the three months ended March 31, 2000 were $165,021 increasing
from $0 for the three months ending March 31, 1999. The increase in net revenues
was attributable to advertising revenues and web development revenues.

Advertising Revenues

Advertising revenues during the three months ended March 31, 2000 were $97,360
increasing from $0 for the three months ending March 31, 1999. The Company
increased advertising revenues primarily by increasing the inventory of
impressions and unique users on the Company's web site.

Web Site Development Revenues

Web site development revenues during the three months ended March 31, 2000 were
$67,661 increasing from $0 for the three months ending March 31, 1999. Web
development revenues increased due to work performed on a third party web-site
development. The Company does not expect to generate any significant revenues in
the future from web site development.

Operating Expenses

General and Administrative Expenses

General and administrative expenses during the three months ended March 31,
2000 were $967,798. Payroll & payroll related expenses were $511,469,
web-site related expenses were $263,570 and rents on our facility were
$103,417.

Sales and Marketing Expenses

Sales and marketing expenses during the three months ended March 31, 2000
were $1,491,591 increasing from $0 for the three months ending March 31,
1999. Sales and marketing expenses increased as a result the cost to acquire
new users on the Vidnet.com web-site. Costs included web advertising, radio
advertising, print advertising, live events, sponsorships and conferences. We
expect sales and marketing expenses to increase in absolute dollars as we
pursue additional marketing campaigns and build an in-house sales and
marketing team.

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<PAGE>

Other operating expenses during the three months ended March 31, 2000 were
$1,113,374 increasing from $0 for the three months ended March 31, 1999. The
expense related to license fees for web site content.

Depreciation and Amortization expenses

Depreciation and amortization expense during the three months ended March 31,
2000 were $1,487,027 increasing from $7,880 for the three months ended March
31, 1999. $122,845 related to depreciation of furniture and equipment and
$1,364,182 of amortized loan fees related to financing during the period.

Interest Expense. Net interest expense, net consists of interest earned on cash
and cash equivalents and short-term investments, offset by interest expense on
borrowings. Net interest expense during the three months ended March 31, 2000
were $164,408 increasing from $8,557 for the three months ending March 31, 1999.

Financing Costs

Financing costs during the three months ended March 31, 2000 of $35,525,500
increasing from $0 during the three months ended March 31, 1999, consisted
primarily of $25,734,000 from the conversion of debt financing into the
Company's common stock and $9,143,917 related to warrants issued in
connection with financings during the period.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, we have financed our operations primarily through loans and
private sales of our equity securities. As of March 31, 2000, we had on hand
approximately $3,548,180 in cash, cash equivalents and short-term investments.

We have in place a $1 million line of credit but we currently have not drawn on
the balance at this time.

For the three months ended March 31, 2000, operating activities used net cash
of approximately $1,815,246, primarily from a net loss from operations of
approximately $41,182,180 which was partially offset by depreciation and
amortization of $122,845 other non-cash charges of $2,620,682, stock options
and warrants issued for compensation of $53,945, financing charges of
$35,525,000 and stock issued to vendors of $660,000.

For the three months ended March 31, 2000, investing activities used net cash of
approximately $2,371,461, primarily from the purchase of furniture and equipment
of $1,221,259, the funding of a license agreement for $300,000 and unsecured
advances to a digital production company of $850,202.

In addition, financing activities provided net cash of approximately
$7,305,479, primarily from the proceeds from the placement of short-term debt
and the sale of equity securities which totaled approximately $10,781,530.
This was partially offset by payments on short-term debt and offering costs
which totaled approximately $3,477,051.

RISKS THAT MAY AFFECT RESULTS

We have experienced a substantial increase in our content acquisition costs,
marketing costs, capital expenditures, compensation expenses and other operating
costs. We expect that our present cash balance and revenues from operations will
not be sufficient to meet our anticipated needs for working capital and capital
expenditures.

OUR ABILITY TO CONTINUE THE OPERATIONS OF THE COMPANY WILL DEPEND ON OUR ABILITY
TO RAISE ADDITIONAL CAPITAL IN THE NEXT 60 DAYS.

We will need to raise additional funds to:

- Continue the operations of the Company

- Be prepared for unanticipated opportunities including:

         - The development of an in-house advertising sales team;

         - The acquisition of complementary businesses; and

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<PAGE>

         - The development of new products;

- To react to unforeseen difficulties including:

         - Loss of key personnel;

         - Rejection by users of our Web site; and

         - Other competitive pressures.

If we raise additional funds through the issuance of equity securities, the
percentage ownership of our then existing stockholders will be reduced.
Moreover, stockholders may experience additional and significant dilution and
such equity securities may have rights, preferences or privileges senior to
those of our common stock. Additional financing may not be available on terms
acceptable to The Company, or at all. If we are unable to obtain sufficient
funds on a timely basis, we may be unable to implement our business plans, which
could have a material adverse effect on our business, prospects, financial
condition and results of operations.

We anticipate that our business will incur significant operating losses for the
foreseeable future. At this time, we believe that our survival and success
depends upon our ability to obtain meaningful advertising and sponsorship
revenues, our ability to develop our encoding solutions business and to generate
significant encoding contracts and alliances and our ability to develop an
in-house e-commerce store and generate sales in that endeavor. To date, the
Company has not generated significant revenues and our ability to do so in the
future is substantially uncertain.

Our prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage of
development, particularly companies which rely on Internet advertising and
promotions and are involved with rapidly evolving technologies such as encoding
solutions and Internet commerce. Such risks include, but are not limited to, an
evolving and unpredictable business environment and the management of growth. To
address those risks, we must, among other things:

         - grow and maintain our audience;
         - implement and successfully execute our business and marketing
           strategy;
         - continue to develop and upgrade our technology;
         - improve our Web site;
         - respond to competitive developments; and
         - attract, retain and motivate qualified personnel.

We may not be successful in addressing those risks and the failure to do so
could have a material adverse effect on our business, prospects, financial
condition and results of operations. Furthermore, our lack of an operating
history makes predictions of future operating results difficult to ascertain. We
believe that our future Internet commerce and advertising revenue depends
largely on increasing the Vidnet.com audience.

We have recently begun to market our services to derive revenues by encoding
video media into a digital format that allows distribution of the encoded media
over the Internet. Revenues from encoding services are recognized upon delivery
of the encoded media, provided that we have no significant obligations remaining
and collection of the related receivable is deemed probable.

We have entered into various license arrangements and strategic alliances in
order to build our audience, provide content, generate additional online
traffic, and establish additional potential sources of revenue. We expect that
we will continue to enter into such arrangements.

We have incurred significant net losses and negative cash flows from operations
since our inception. As of March 31, 2000, we had an accumulated deficit of
approximately $69,873,626. We intend to continue to make significant financial
investments in marketing and promotion, content, technology and infrastructure
development. As a result, we believe that we will continue to incur operating
losses

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<PAGE>

and negative cash flows from operations for the foreseeable future, and that
such losses and negative cash flows will increase for at least the next year. To
achieve profitability, we need to increase the size of our audience and our
revenues from advertising, encoding services and e-commerce sales.

YEAR 2000 COMPLIANCE

         The Company has completed a comprehensive review of its computer
systems to identify the systems that could be affected by ongoing Year 2000
problems. Upgrades to systems judged critical to business operations have
been successfully installed. To date, no significant costs have been incurred
in the Company's systems related to the Year 2000.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk
         Not applicable.

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings
         Not applicable.

Item 2.  Changes in Securities and Use of Proceeds

         On March 15, 2000, the Company through its placement agent Roth
Capital Partners, offered holders of its 10% promissory notes the opportunity
to convert their notes into shares of common stock and warrants. The
conversion rate for the common stock was one share of common stock for every
$2.00 of debt. The conversion rate for the warrants was one warrant to
purchase 20,000 shares of common stock for every $100,000 of debt. The
warrants have an exercise price of $4.00 per share and a five year term. In
connection with the offer, holders of a total of $10,125,000 of debt, plus
accrued interest elected to convert. As a result of the conversion, the
Company issued a total of 5,133,525 shares of common stock and warrants to
purchase 2,025,000 shares of common stock. The Company paid a 10% cash
commission, or $1,012,500, to Roth on the total amount of debt that
converted. The issuance of common stock and warrants upon conversion was
exempt from the registration provisions of the Securities Act of 1933, as
amended (the "Act") pursuant to Section 4(2) thereof.

         On March 15, 2000, the holder of the Company's convertible
promissory note originally issued in January 2000, elected to convert the
note plus accrued interest, $203,389, into 203,389 shares of common stock. No
commission or other remuneration was paid or given in connection with the
election to convert. The conversion was exempt from the registration
provisions of the Act pursuant to Section 3(a)(9) and Section 4(2) thereof.

         During the first quarter, holders of the Company's convertible
promissory notes originally issued in November 1999, elected to convert the
notes totaling $500,000 plus interest into 258,542 shares of common stock.
The conversion rate for the common stock was one share of common stock for
$2.00 of debt. No commission or other remuneration was paid or given in
connection with the election to convert. The conversion was exempt from the
registration provisions of the Act pursuant to Section 3(a)(9) and Section
4(2) thereof.

Item 3.  Defaults Upon Senior Securities
         Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders
         Not applicable.

Item 5.  Other Information
         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

(b)      EXHIBITS:

         (10.1) Employment Agreement between Entertainment Boulevard, Inc.
                and Stephen Brown dated April 11, 2000.

         (10.2) Employment Agreement between Entertainment Boulevard, Inc.
                and Paul C. Mattoon dated May 10, 2000.

         (27) Financial Data Schedule



                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date:  May 22, 2000                By: /s/ PAUL C. MATTOON
                                      ----------------------------------------
                                      Paul C. Mattoon, Chief Financial Officer


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                                  EXHIBIT INDEX
                                  -------------

10.1     Employment Agreement between Entertainment Boulevard, Inc. and
         Stephen Brown dated April 11, 2000.

10.2     Employment Agreement between Entertainment Boulevard, Inc. and Paul
         C. Mattoon dated May 10, 2000.

27.1     Financial Data Schedule

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