U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________

               COMMISSION FILE NUMBER: 000-28219

               ECLIPSE ENTERTAINMENT GROUP, INC.
    (Exact name of registrant as specified in its charter)

                 Nevada                                        91-1766849
(State or jurisdiction of incorporation                  (I.R.S. Employer
               or organization)                          Identification No.)

     10520 Venice Boulevard, Culver City, California              90232
        (Address of principal executive offices)               (Zip Code)

              Registrant's telephone number:  (310) 836-6790

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

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days.  Yes    X       No    .

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [  ].

The Registrant had no revenues for the fiscal year ended on
December 31, 2000.  The aggregate market value of the voting
stock held by non-affiliates of the Registrant as of March 31,
2001: Common Stock, par value $0.001 per share -- $1,424,118.  As
of March 31, 2000, the Registrant had 12,758,641 shares of common
stock issued and outstanding (1).

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

(1)  In October 1999, the Company issued 125,000 shares of common
stock in error to an unrelated company.  The Company has since
placed a stop on the 125,000 shares issued.  Accordingly, the
shares of common stock issued and outstanding as of March 31,
2001 does not reflect the 125,000 shares since these shares were
issued in error and a stop has been placed.

                         TABLE OF CONTENTS

PART I                                                           PAGE

ITEM 1.  BUSINESS                                                   3

ITEM 2.  PROPERTIES                                                12

ITEM 3.  LEGAL PROCEEDINGS                                         12

ITEM 4.  SUBMISSION TO MATTERS TO VOTE OF SECURITY HOLDERS         13

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY
         AND RELATED STOCKHOLDER MATTERS                           13

ITEM 6.    PLAN OF OPERATION                                       15

ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA             20

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
           ON ACCOUNTING AND FINANCIAL DISCLOSURE                  20

PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT       20

ITEM 10.  EXECUTIVE COMPENSATION                                   23

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT                                    23

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           25

ITEM 13.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO
          FINANCIAL STATEMENTS                                     26

SIGNATURES                                                         28

PART I.

ITEM 1.  BUSINESS.

Business Development.

Eclipse  Entertainment Group, Inc. ("Company") was
incorporated on January 27, 1997 in the State of Nevada with the
objective  of  satisfying  a worldwide  demand for  quality,
American  entertainment  that is  developed  under  carefully
managed  budgets. Company  will work to  establish  a network of
foreign  and  domestic  buyers to produce or acquire  programming
that  directly  meets  their  needs in terms of content and cost.
The Company currently has no employees, other than the officers
and directors, but anticipates adding several employees over the
next twelve months.  Therefore, the business activities of the
Company are handled by the officers and directors at this time.

Business of the Company.

The business objectives of the Company, as developed by its Board
of Directors, are strongly focused on the production and
acquisition of action oriented feature films with strong domestic
and universal appeal that have been developed and/or produced
within well managed low to medium budgets.  The Company intends
to develop a well integrated portfolio of these feature films by
producing or co-producing one or two action feature films each
year and by acquiring the rights to other similar films which are
available at attractive prices.

The Company has entered into a distribution agreement with Westar
Entertainment, Inc. ("Westar") on January 1, 1998 pursuant to
which this firm markets the Company's products both domestically
and worldwide (see Exhibit 10.1 to this Form 10-KSB) (thus, the
Company will be obligated to distribute its films exclusively
through this company).  Under this agreement, the Company and
Westar Entertainment, Inc. will share gross receipts on a 50-50
basis.  Under this agreement, Westar has complete authority to
distribute the Company's films.  Any and all distribution expense
incurred by Westar are to be reimbursed to Westar by the Company.
The initial term of this agreement is five years; it is to
continue for successive one year periods thereafter, unless
cancelled by either party on sixty days prior written notice.

Working with Westar, the Company is working toward establishing a
strong network of domestic and foreign buyers and will produce
and/or acquire motion pictures that meet their needs in terms of
content and cost.  The Company intends to develop its portfolio
to respond quickly and effectively to market needs, and has
attended and will continue to attend the major film markets in
order to stay in touch with the dictates of the domestic and
international markets.  The major markets include the American
Film Market ("AFM") in Santa Monica, California, the Cannes Film
Market (Marche du Film de Cannes) in Cannes, France, and MIFED
("E.P. Fiera Internazionale Di Milano") in Milan, Italy.

The AFM is an annual one week event which takes place in Santa
Monica, California in late February.  Distributors of pictures
and buyers of rights to exhibit pictures from around the world
meet to make deals.  Westar rents a suite each year at the Loews
Hotel which is the focal site of the market where there are eight
floors of exhibitor suites.  Buyers come to the suite to
negotiate purchases of rights for territories.  Distributors and
buyers are registered attendees at the Market.  There are
scheduled screenings of pictures at local movie theaters.  The
annual Market is organized by the American Film Marketing
Association.  Associated with the Market are film finance
conferences and location exhibitions.

MIFED is an annual five day film Market that takes place in
Milan, Italy at the beginning of October.  The venue is the Fiera
di Milano (Milan Convention Center) and operates under the same
aforementioned system as the American Film Market except that
films are viewed in screening rooms and theatres located within
the Fiera di Milano itself.  Buyers and Distributors do not have
to leave the convention center.

The Company has acquired the worldwide distribution rights to the
action/adventure films Beretta's Island and Double Cross through
a distribution agreement dated September 2, 1997, with Franco
Columbu, an officer and director of the Company (this agreement
also covered another film to be called Assault of the Lost
Goddess, which was not produced) (see Exhibit 10.2 to this Form
10-KSB).  The Company paid the sum of $75,000 for the rights to
Beretta's Island and $150,000 for the rights to Double Cross; the
gross receipts from the distribution from each film are to be
shared equally.  Under the terms of this agreement, the Company
has a right of first refusal for a term of five years to meet any
bona fide offer to produce, finance, or develop any film project
which Mr. Columbu is developing as a producer.  Also, the Company
has the right to use Mr. Columbu's name and likeness in
connection with the distribution of these films.

In addition, the Company has entered into a distribution
agreement dated January 30, 1997 with Pinoy Productions, Inc.
covering the martial arts film The Process (Arthur Birzneck, an
officer and director of the Company, is also President of that
company) (see Exhibit 10.3 to this Form 10-KSB).  The Company
paid the sum of $100,000 for the rights to The Process; the gross
receipts are to be shared as follows: (a) on gross receipts to
$250,000 U.S.: 100% to the Company; (b) on gross receipts between
$250,000 U./S. and $1,000,000 U.S.: 75% to the Company and 25% to
the licensor; (c) on gross receipts between $1,000,000 U.S. and
$2,500,000 U.S.: 80% to the Company and 20% to the licensor; and
(d) on gross receipts above $2,500,000 U.S.: 85% to the Company
and 15% to the licensor.  Under this agreement, which has an
initial term of fifty years, the Company has the right to deduct
from gross receipts all reasonable expenses incurred in the
distribution of these films.  This distribution agreement is
exclusive to the Company and has no limitation on the territory.

Beretta's Island stars Franco Columbu (MR. OLYMPIA) and Ken
Kercheval with a special appearance by Arnold Schwartzenegger.
Double Cross stars Franco Columbu, William Smith (Conan), Frank
Stallone and Barbara Niven.  The Process stars and is directed by
Ernie Reyes, Jr. (Red Sonja, Ninja Turtles I & II), Cori Nemec
(Drop Zone) and Ernie Reyes, Sr. (Surf Ninjas).  Under the
agreement with Westar, the rights obtained by the Company to
these three films have been assigned to Westar for distribution.

To date, Westar has, in the ordinary course of business, entered
into distribution agreements covering the films noted above, as
follows:

Title               Rights      Territory      Licensee

Beretta's Isl.      TH,V,TV     Baltics        Taiments
Beretta's Isl.      V           Benelux        TRS
Beretta's Isl.      HV, TV      Brazil         Mystic Ent.
Beretta's Isl.      ALL         Bulgaria       Tandem Video
Beretta's Isl.      V           China          NATV
Beretta's Isl.      ALL         C.I.S.         Paradise/MGN
Beretta's Isl.      V           Germany        VCL
Beretta's Isl.      TH,V,TV     Greece         CineNet
Beretta's Isl.      TV          Indonesia      Indo-American
Beretta's Isl.      TH,V,TV     Japan          Shochiku Co.
Beretta's Isl.      TV          Korea          William Cooke
Beretta's Isl.      V           Korea          William Cooke
Beretta's Isl.      TH,V,TV     Malaysia       Award Gallery
Beretta's Isl.      V/TV        Middle east    HABIB
Beretta's Isl.      TH, H       Pakistan       Kamal
Beretta's Isl.      TH,V        Panama         King Trading
Beretta's Isl.      All         Spain          Sogedesa/Filmax
Beretta's Isl.      V/TV        Taiwan         Mystic Ent.
Beretta's Isl.      ALL         Taiwan         Ta Lai
Beretta's Isl.      V           Thailand       New World/Star
Beretta's Isl.      TV          Turkey         Piano
Beretta's Isl.      V,TV        Turkey         Saran
Beretta's Isl.      V           U.A.E.         Music Box
Double Cross        TH,V,TV     Baltics        Taiments
Double Cross        V           China          NATV
Double Cross        ALL         C.I.S.         Paradise/MGN
Double Cross        TH,V,TV     Greece         CineNet
Double Cross        V           Korea          TTL Korea
Double Cross        TH,V,TV     Malaysia       Award Gallery
Double Cross        TV          Mexico         Romari
Double Cross        V,TV        Middle east    HABIB
Double Cross        TH,H        Pakistan       Kamal
Double Cross        TH,V        Panama         King Trading
Double Cross        ALL         Taiwan         Ta Lai
Double Cross        TH,V,TV     Turkey         Piano
Double Cross        V           U.A.E.         Music Box
Double Cross        All         Spain          Sogedesa/Filmax
Double Cross        V           Thailand       Crystal Disc
Process             ALL         Baltics        Taiments
Process             V,DVD,TV    Brazil         Penta Video
Process             V,TV        Brazil         Preview
Process             V           China          NATV
Process             ALL         C.I.S.         Paradise/MGN
Process             ALL         C.I.S.         Arpenium
Process             V, TV       Czech/Slovak   Indigo Film
Process             V           France         La Petite Reine
Process             TH,V,TV     Greece         CineNet
Process             All         Indonesia      PT Menara
Process             V,TV        Korea          CineTank
Process             All         Malaysia       Award Gallery
Process             FTV         Mexico         Romari
Process             V/TV        Middle east    HABIB
Process             TH, H       Pakistan       Kamal
Process             TH, V       Panama         King Trading
Process             TH,V,TV     Singapore      CineStar
Process             TH/V/TV     Taiwan         Kings
Process             ALL         Thailand       New World/Star
Process             TH,V,TV     Turkey         Piano
Process             V           U.A.E.         Music Box
Process             All         U.S.           Mercury
Process             V           Vietnam        New World/Star
Process             All         Spain          Sogedesa/Filmax

V = Home Video
TV = Free TV/Pay TV
TH = Theatrical
DVD = Digital Video Disc
H = Hotel

The licensee from each of the countries listed have licensed
various rights to the films for 5 year terms.  During this term,
these licensees have the right to exploit any of the rights that
they have purchased within their respective territory.  Upon
receipt of payment, the licensee receives a Betacam SP or
Digibeta tape version of the film and film trailer.  This
satisfies their requirements for Television, Home Video, and
Hotel releases.   While most of the films have been released on
Home Video and Television, it is impossible for the Company to
track the release within a given territory as Westar is not
currently participating in any revenue sharing or tracking
agreements with the various licensees.  If a licensee wishes to
release a film theatrically, a 35mm film print must be released
by Westar to that licensee.  To date, there have been no known
theatrical releases of any of the film products as no licensees
have purchased 35mm film prints from the Company.

Even though Westar anticipates that such distributions will
result in gross receipts being generated during the current
calendar year, such receipts, under the Westar agreement, must
first be applied to expenses incurred by Westar with respect to
trailers, art work, promotional materials, delivery materials,
advertising, and any and all other expenses incurred for the
sales, marketing and distribution of these films.  Therefore, the
Company may not realize any revenue from these distributions.
Although the Company is, at the moment, focused on the
production, co-production and acquisition of low to medium budget
action films, it is also within its mandate to branch out into
similar genres of television programming as well as documentaries
and docudramas within budgetary constraints.  Longer-range
projects include the acquisition of a movie studio project in
Sardinia, Italy, the formation or acquisition of a domestic video
label, and acquisition of a music division.  However, such
projects are only possibilities and may not be realized.  The
Company does not currently have any agreements, commitments, or
understandings to make any acquisitions.

(a)  The Motion Picture Industry.

The business of the motion picture industry may be broadly
divided into two major segments: production, involving the
development, financing and making of motion pictures, and
distribution, involving the promotion and exploitation of
completed motion pictures in a variety of media.

Historically, the largest companies, the so-called "Majors" and
"mini-Majors," have dominated the motion picture industry by both
producing and distributing a majority of the motion pictures
which generate significant box office receipts. Over the past
decade, however, "Independents" or smaller film production and
distribution companies, such as the Company, have played an
increasing role in the production and distribution of motion
pictures to fill the increasing worldwide demand for filmed
entertainment product.

The Majors (and mini-Majors) include Universal Pictures, Warner
Bros. Pictures, Metro-Goldwyn-Mayer Inc., Twentieth Century Fox
Film Corporation, Paramount Pictures Corporation, Sony Pictures
Entertainment (including Columbia Pictures, TriStar Pictures and
Triumph Releasing) and The Walt Disney Company (Buena Vista
Pictures, Touchstone Pictures and Hollywood Pictures). Generally,
the Majors own their own production studios (including lots,
sound stages and post-production facilities), have nationwide or
worldwide distribution organizations, and provide a continual
source of pictures to film exhibitors. In addition, some of the
Majors have divisions which are promoted as "independent"
distributors of motion pictures. These "independent" divisions of
Majors include Miramax Films (a division of The Walt Disney
Company), Sony Classics (a division of Sony Pictures), The Samuel
Goldwyn Company (a division of Metro-Goldwyn-Mayer), October
Films (a division of Universal), New Line (a division of Time
Warner) and its Fine Line distribution label, and Republic
Pictures (a division of Viacom).

In addition to the Majors, the Independents engaged primarily in
the distribution of motion pictures produced by companies other
than the Majors include, among others, Trimark Holdings and
Artisan Entertainment. The Independents typically do not own
production studios or employ as large a development or production
staff as the Majors.

The Process, Beretta's Island, and Double Cross are
termed "independent feature films".  This means that the movies
were  produced  without the initial backing of a major  studio.

(b)  Motion Picture Production And Financing.

The production of a motion picture usually involves four steps:
development, pre-production, production and post-production. The
development stage includes developing a concept internally, or
obtaining an original screenplay or a screenplay based on a pre-
existing literary work, or acquiring and rewriting a screenplay.
Creative personnel may be contacted to determine availability and
for planning the timing of the project, or in some cases actually
hired. In pre-production, a budget is prepared, the remaining
creative personnel, including a director, actors and various
technical personnel are hired, shooting schedules and locations
are planned and other steps necessary to prepare for principal
photography are completed. Production is the principal
photography of the project and generally continues for a period
of not more than three months. In post-production, the film is
edited and synchronized with music and dialogue and, in certain
cases, special effects are added. The final edited synchronized
product, the negative, is used to manufacture release prints
suitable for public exhibition.

The production of a motion picture requires the financing of the
direct and indirect overhead costs of production. Direct
production costs include film studio rental, cinematography,
post-production costs and the compensation of creative and other
production personnel. Distribution costs (including costs of
advertising and release prints) are not included in direct
production costs.

The Majors generally have sufficient cash flow from their motion
picture and related activities, or in some cases, from unrelated
businesses (e.g., theme parks, publishing, electronics, and
merchandising) to pay or otherwise provide for their production
costs. Overhead costs are, in substantial part, the salaries and
related costs of the production staff and physical facilities
which the Majors maintain on a full-time basis. The Majors often
enter into contracts with writers, producers and other creative
personnel for multiple projects or for fixed periods of time.

Independents generally avoid incurring substantial overhead costs
by hiring creative and other production personnel and retaining
the other elements required for pre-production principal
photography and post-production activities only on a project-by-
project basis. Unlike the Majors, Independents also typically
finance their production activities from various sources,
including bank loans, "pre-sales," equity offerings and joint
ventures. Independents generally attempt to complete their
financing of a motion picture production prior to commencement of
principal photography, at which point substantial production
costs begin to be incurred and require payment.

"Pre-sales" are often used by Independents to finance all or a
portion of the direct production costs of a motion picture. Pre-
sales consist of fees or advances paid or guaranteed to the
producer by third parties in return for the right to exhibit the
completed motion picture in theatres or to distribute it in home
video, television, international or other ancillary markets.
Independents with distribution capabilities may retain the right
to distribute the completed motion picture either domestically or
in one or more international markets. Other independents may
separately license theatrical, home video, television,
international and other distribution rights among several
licensees. Payment commitments in a pre-sale are typically
subject to delivery and to the approval of a number of
prenegotiated factors, including script, production budget, cast
and director.

Both Majors and Independents often acquire motion pictures for
distribution through an arrangement known as a negative pickup"
under which the Major or Independent agrees to acquire from
another production company some or all rights to a film upon its
completion. The Independent often finances production of the
motion picture pursuant to financing arrangements with banks or
other lenders wherein the lender obtains a security interest in
the film and in the Independent's rights under its distribution
arrangement.  When the Major or Independent "picks up" the
completed motion picture, it may assume some or all of the
production financing indebtedness incurred by the production
company in connection with the film. In addition, the Independent
is often paid a production fee and is granted a participation in
the profits from distribution of the motion picture.

Both Majors and Independents often grant third-party
participations in connection with the distribution and production
of a motion picture. Participations are contractual rights of
actors, directors, screenwriters, producers, owners of rights and
other creative and financial contributors entitling them to share
in revenues or profits (as defined in the respective agreements)
from a particular motion picture. Except for the most sought-
after talent, participations are generally payable only after all
distribution and marketing fees and costs, direct production
costs (including overhead) and financing costs are recouped by
the producer in full.

(c)  Motion Picture Distribution.

Distribution of a motion picture involves the domestic and
international licensing of the picture for (i) theatrical
exhibition, (ii) home video, (iii) presentation on television,
including pay-per-view, video-on-demand, satellites, pay cable,
network, basic cable and syndication, (iv) non-theatrical
exhibition, which includes airlines, hotels, armed forces
facilities and schools and (v) marketing of the other rights in
the picture, which may include books, CD-ROMs, merchandising and
soundtrack recordings.

(1)  Theatrical Distribution and Exhibition. Motion pictures are
often exhibited first in theatres open to the public where an
admission fee is charged. Theatrical distribution involves the
manufacture of release prints; licensing of motion pictures to
theatrical exhibitors; and promotion of the motion picture
through advertising and promotional campaigns. The size and
success of the promotional and advertising campaign may
materially affect the revenues realized from its theatrical
release, generally referred to as "box office gross."  Box office
gross represents the total amounts paid by patrons at motion
picture theatres for a particular film, as determined from
reports furnished by exhibitors. The ability to exhibit films
during summer and holiday periods, which are generally considered
peak exhibition seasons, may affect the theatrical success of a
film. Competition among distributors to obtain exhibition dates
in theatres during these seasons is significant. In addition, the
costs incurred in connection with the distribution of a motion
picture can vary significantly depending on the number of screens
on which the motion picture is to be exhibited and the ability to
exhibit motion pictures during peak exhibition seasons.
Similarly, the ability to exhibit motion pictures in the most
popular theatres in each area can affect theatrical revenues.
Exhibition arrangements with theatre operators for the first run
of a film generally provide for the exhibitor to pay an amount of
ticket sales in excess of fixed amounts relating to the theatre's
costs of operation and overhead, or a minimum percentage of
ticket sales, decreasing each subsequent week to the final weeks
of the engagement. The length of an engagement depends
principally on the audience response to the film.

(2)  Home Video. The home video distribution business involves
the promotion and sale of videocassettes and videodiscs to video
retailers (including video specialty stores, convenience stores,
record stores and other outlets), which then rent or sell the
videocassettes and videodiscs to consumers for private viewing.
The home video marketplace now generates total revenues greater
than the domestic theatrical exhibition market.

Major feature films are usually scheduled for release in the home
video market four to six months after theatrical release to
capitalize on the recent theatrical advertising and publicity for
the film. Promotion of new home video releases is generally
undertaken during the nine to twelve weeks before the home video
release date. Videocassettes of feature films are generally sold
to domestic wholesalers on a unit basis. Unit-based sales
typically involve the sales of individual videocassettes to
wholesalers or distributors and are rented by consumers (with all
rental fees retained by the retailer). Wholesalers who meet
certain sales and performance objectives may earn rebates, return
credits and cooperative advertising allowances. Selected titles
including certain made-for-video programs, are priced
significantly lower to encourage direct purchase by consumers.
The market for direct sale to consumers is referred to as the
"priced-for-sale" or "sell-through" market.

Technological developments, including videoserver and compression
technologies which regional telephone companies and others are
developing, and expanding markets for DVD and laser discs, will
make competing delivery systems economically viable and will
significantly impact the home video market generally and, as a
consequence, the Company's home video revenues.

(3)  Pay-per-view. Pay-per-view television allows cable
television subscribers to purchase individual programs, primarily
recently released theatrical motion pictures, sporting events and
music concerts, on a "per use" basis. The fee a subscriber is
charged is typically split among the program distributor, the
pay- per-view operator and the cable operator.

(4)  Pay Cable. The domestic pay cable industry (as it pertains
to motion pictures) currently consists primarily of HBO/Cinemax,
Showtime/The Movie Channel, Encore/Starz and a number of regional
pay services. Pay cable services are sold to cable system
operators for a monthly license fee based on the number of
subscribers receiving the service. These pay programming services
are in turn offered by cable system operators to subscribers for
a monthly subscription fee. The pay television networks generally
acquire their film programming by purchasing the distribution
rights from motion picture distributors.

(5)  Non-Theatrical Markets. In addition to the distribution
media described above, a number of sources of revenue exist for
motion picture distribution through the exploitation of other
rights, including the right to distribute films to airlines,
schools, libraries, hotels, armed forces facilities and
hospitals.

(6)  International Markets. The worldwide demand for motion
pictures has expanded significantly as evidenced by the
development of new international markets and media. This growth
is primarily driven by the overseas privatization of television
stations, introduction of direct broadcast satellite services,
growth of home video and increased cable penetration.

(d)  Motion Picture Acquisition.

In addition to its own production activities, the Company
continually seeks to acquire rights to films and other
programming from Independent film producers, distribution
companies and others in order to maximize the number of films it
can distribute in the emerging new delivery systems. To be
successful, the Company must locate and track the development and
production of numerous independent feature films.

(1)  Types of Motion Pictures Acquired. The Company generally
seeks to produce or acquire motion pictures of the action and
action/adventure genres which will individually appeal to a
targeted audience.  The Company will be very selective in
acquiring higher budget (over $10,000,000) films because of the
interest that the Majors have shown in acquiring such films, and
the associated competition and higher production advances,
minimum guarantees and other costs. The Company will acquire
projects when it believes it can limit its financial risk on such
projects through, for example, significant presales, and when it
believes that a project has significant marketability. In most
cases, the Company will attempt to acquire rights to motion
pictures with a recognizable marquis "name" personality with
public recognition, thereby enhancing promotion of the motion
pictures in the home video or international markets. The Company
believes that this approach increases the likelihood of producing
a product capable of generating positive cash flow, ancillary
rights income and the possibility of a theatrical release.

(2)  Methods of Acquisition. The Company will typically acquires
films on either a "pick-up" basis or a "pre-buy" basis.  The
"pick-up" basis refers to those films in which the Company
acquires distribution rights following completion of most or all
of the production and post-production process.  These films will
generally be acquired after management of the Company has viewed
the film to evaluate its commercial viability.

The "pre-buy" basis refers to films in which the Company will
acquire distribution rights prior to completion of a substantial
portion of production and post-production. Management's
willingness to acquire films on a pre-buy basis is based upon
factors generally including the track record and reputation of
the picture's producer, the quality and commercial value of the
screenplay, the "package" elements of the picture, including the
director and principal cast members, the budget of the picture
and the genre of the picture. Before making an offer to acquire
rights in a film on a pre-buy basis, the Company may work with
the producer to modify certain of these elements. Once the
modifications are considered acceptable, the Company's obligation
to accept delivery and make payment will be conditioned upon
receipt of a finished film conforming to the script reviewed by
the Company and other specifications considered important by the
Company.

(3)  Sources of Distribution Rights. Typically, projects will be
submitted directly to the Company for consideration.  The Company
will rely upon the personal contacts of its senior officers which
have been generated through their prior business and personal
dealings with Majors, other Independents, legal and accounting
firms, business management firms, talent agencies, production
lenders and personal managers who are actively involved in the
production community.

(4)  Acquisition Process. If the Company locates a motion picture
project which it believes satisfies its criteria, the Company may
pay an advance or a guaranteed minimum payment conditioned upon
delivery of a completed film ("minimum guarantee") against a
share or participation in the revenue actually received by the
Company from the exploitation of a film in each licensed media.
The minimum guarantee is generally paid prior to the film's
release. Typically, the Company will recoup the minimum guarantee
and certain other amounts from the distribution revenues realized
by the Company prior to paying any additional revenue
participation to the production company.

(5)  Film Library. The Company's distribution rights, which may
include either worldwide, foreign, or domestic rights, will
generally range from an initial licensing cycle of seven to 21
years to perpetuity.

(e)  Feature Film Production.

The Company intends to produce one or more low-budget films
each year.  The Company has contracted with Westar to be the
worldwide distributor of its films.  The Company intends to
retain distribution rights for licensing to third parties
internationally through Westar.  In unique circumstances, the
Company may undertake limited domestic distribution or co-
distribution activities.

The Company's feature film strategy generally will be to develop
and produce feature films when the production budgets for the
films are expected to be substantially covered through a
combination of pre-sales, output arrangements, equity
arrangements and production loans with "gap" financing.  To
further limit the Company's financing risk or to obtain
production loans, the Company often intends to purchase
completion bonds to guarantee the completion of production.

ITEM 2.  PROPERTIES.

The Company currently rents its offices under a month to
month lease for $2,500 per month from Franco Columbu, Chairman of
the Board and Chief Executive Officer of the Company.  The
Company has approximately $5,000 worth of officer furniture and
equipment at this location.

ITEM 3.  LEGAL PROCEEDINGS.

The Registrant is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Registrant has been threatened.

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

The Annual Meeting of shareholders of the Registrant was
held on October 23, 2000 for the following purposes:

1.  To elect the following four nominees as Directors of the
Company until the next Annual Meeting of shareholders and until
their respective successors shall be elected and qualified:
Franco Columbu, Arthur Bizneck, John G. Smith, and Brent Nelson;

2.  To approve the appointment of L.L. Bradford & Company as the
Company's independent auditors for the new fiscal year which
commenced on January 1, 2000; and

3.  To approve an acquisition, which includes an exchange of
shares, between the Company and Westar Entertainment, Inc., a
Nevada corporation, whereby Westar would become a wholly owned
subsidiary of the Company.

The Bylaws of the Registrant require that a majority of the
outstanding shares of the Registrant entitled to vote,
represented in person or by proxy, constitutes a quorum at a
meeting of shareholders.  At the Annual Meeting, at which a
quorum was present, the number of votes cast for, against or
withheld, as well as the number of abstentions and broker non-
votes as to each matter is as follows:

(a)  Election of directors: A total of 6,900,770 shares voted in
favor of each director nominee; there were no negative votes or
abstentions.

(b)  Appointment of accountants: A total of 6,900,770 shares
voted in favor of this resolution; there were no negative votes
or abstentions.

(c)  Approval of acquisition: A total of 6,900,770 shares voted
in favor of this resolution; there were no negative votes or
abstentions.

PART II.

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

Market Information.

From June 27, 1997 to November 5, 1999, the Company's common
stock was traded on the Over the Counter Bulletin Board.  For the
period of November 6, 1999 to September 13, 2000, the shares were
traded on the Pink Sheets LLC.  From November 14, 2000 to the
present, the Registrant's common stock has been traded o the
Bulletin Board (symbol "ECLE").  The range of closing prices
shown below is reported while trading on the Bulletin Board and
the Pink Sheets.  The quotations shown reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may
not necessarily represent actual transactions.

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ending on December 31, 2000

                                                 High      Low

Quarter Ended March 31, 2000                     1.37      0.47
Quarter Ended June 30, 2000                      1.00      0.40
Quarter Ended September 30, 2000                 0.81      0.20
Quarter Ended December 31, 2000                  0.85      0.12

Per Share Common Stock Bid Prices by Quarter
For the Fiscal Year Ending on December 31, 1999

                                                 High      Low

Quarter Ended March 31, 1999                     0.48      0.25
Quarter Ended June 30, 1999 (1)                  0.37      0.25
Quarter Ended September 30, 1999 (1)             0.69      0.50
Quarter Ended December 31, 1999 (2)              1.00      0.19

(1)  The shares did not trade from May 1, 1999 through September
12, 1999.

(2)  The shares only traded for 13 days in the fourth quarter.

Holders of Common Equity.

As of March 31, 2001, there were approximately 60 shareholders of
record of the Registrant's common stock.

Dividend Information.

The Registrant has not declared or paid a cash dividend to
stockholders since it became a  corporation.  The Board of
Directors presently intends to retain any earnings to finance
Registrant operations and does not expect to authorize cash
dividends in the foreseeable future.  Any payment of cash
dividends in the future will depend upon the Registrant's
earnings, capital requirements and other factors.

Equity Securities Sold Without Registration.

The Registrant made the following sales of unregistered
securities during the fiscal year ended December 31, 2000:

On July 5, 2000, the Registrant issued 42,501 shares as payment
for legal services to the Registrant in the amount of $12,750
($0.30 per share).

In August 2000, the Registrant sold a total of 700,000 shares of
its common stock to three investors for a total consideration of
$210,000 ($0.30 per share).  These funds are to be used as
working capital for the Registrant.

All of the these sales were undertaken pursuant to the limited
offering exemption from registration under the Securities Act of
1933 as provided in Rule 506 of Regulation D as promulgated by
the U.S. Securities and Exchange Commission.  In addition, all
the sales were made to the following class of persons: accredited
investors; that is, each investor has an individual net worth, or
joint net worth with that person's spouse, at the time of his
purchase in excess of $1,000,000, or had an individual income in
excess of $200,000 in each of the two most recent years or joint
income with that person's spouse in excess of $300,000 in each of
those years and has a reasonable expectation of reaching the same
income level in the current year.

ITEM 6.  PLAN OF OPERATION.

Twelve Month Plan of Operation.

The following discussion should be read in conjunction with the
financial statements of the Company and notes thereto contained
hereafter in this Form 10-KSB.  Also, please refer to the
subsequent section entitled Risk Factors Connected with Plan of
Operation.

For the period from the Company's inception through the
period reported by this Form 10-KSB, there  have been no revenues
and operating activities related primarily to establishing the
management and operating  infrastructure.  The Company created
the ability to acquire  and license  worldwide  or sell
distribution  rights to independently  produced  feature films.
The Company can obtain rights to motion pictures at various
stages of completion (either completed,  in production or in
development) and licenses  distribution rights (including video,
pay television, free  television,  satellite and other  ancillary
rights) of motion pictures to various sub-distributors in the
United States and in foreign markets.

The Company has a limited operating history.  The
Company must establish and maintain  distribution on current
rights to motion pictures, implement and successfully execute its
business and marketing strategy, provide superior distribution of
motion pictures, anticipate and respond to  competitive
developments and attract and retain qualified  personnel.  There
is no assurance that the Company will be successful in addressing
these needs.

Film costs represent a major component of the Company's
assets.  Film costs represent  those costs incurred in the
acquisition  and  distribution of motion pictures or in the
acquisition of distribution rights to motion pictures.  This
includes  minimum  guarantees  paid to  producers  or other
owners of film rights,  recoupable  distribution and production
costs.  The Company will amortize film costs using the individual
film forecast method under which film costs are amortized for
each film in the ratio that revenue earned in the current  period
for such film bears to management's estimate of the total revenue
to be realized from all media and markets for such film.  The
Company currently has not generated revenues from such film
costs; however, the three movies which the Company has obtained
the distribution rights to (and subsequently assigned to Westar
under the Distribution Agreement) have recently commenced
distribution, and revenue from such distributions is anticipated
during the current fiscal year.  Net  income in future  years is
in part  dependent  upon the Company's  amortization of its film
costs and may be  significantly  affected by periodic adjustments
in such amortization.

General and administrative expenses consist of related
general corporate functions, including marketing expenses,
professional service expenses and travel. The Company expects
general and administrative  expenses to increase as it commences
to promote and market its motion picture distribution rights.

Risk Factors Connected with Plan of Operation.

(a)  Only Limited Prior Operations.

The Company has only limited operations and is subject to all the
risks inherent in the creation of a new business.  Since the
Company's principal activities to date have been limited to
organizational activities and prospect development, it has no
record of any revenue-producing operations.  Consequently, there
is only a limited operating history upon which to base an
assumption that the Company will be able to achieve its business
plans.  In addition, the Company has only limited assets.  As a
result, there can be no assurance that the Company will generate
significant revenues in the future; and there can be no assurance
that the Company will operate at a profitable level.  If the
Company is unable to obtain customers and generate sufficient
revenues so that it can profitably operate, the Company's
business will not succeed.

(b)  Need for Additional Financing May Affect Operations.

Current funds available to the Company will not be adequate for
it to be competitive in the areas in which it intends to operate.
Therefore, the Company will need to raise additional funds in
order to fully implement its business plan.  The Company will
attempt to raise  approximately $1.5 million in additional funds
over the next 12 months through a private placement for
production of its next feature film.  However,  there can be no
assurance that the Company will be successful in raising such
additional funds.  Regardless of whether the Company's cash
assets prove to be inadequate to meet the Company's  operational
needs,  the Company might seek to compensate providers of
services by issuance of stock in lieu of cash.

The Company's continued operations therefore will depend
upon its ability to raise additional funds through bank
borrowings, equity or debt financing.  There is no assurance that
the Company will be able to obtain additional funding when
needed, or that such funding, if available, can be obtained on
terms acceptable to the Company.  If the Company cannot obtain
needed funds, it may be forced to curtail or cease its
activities.  If additional shares were issued to obtain
financing, current shareholders may suffer a dilutive effect on
their percentage of stock ownership in the Company.

(c)  Risks in Connection with Distribution of Films.

The Company typically acquires distribution rights in a
motion picture for  a  specified  term  in  one  or  more
territories   and  media.  In  some circumstances,  the Company
also acquires the  copyright to the motion  picture.  The
arrangements  the  Company  enters  into to acquire  rights may
include the Company agreeing to pay an advance or minimum
guarantee for the rights acquired and/or agreeing to advance
print and advertising costs, obligations which are independent
of the actual  financial  performance  of the motion  picture
being distributed.  The risks  incurred  by the Company
dramatically  increase to the extent the Company takes such actions.

The Company also incurs significant risk to the extent
it engages in development or  production  activities  itself.
The  Company  may,  in certain circumstances,  reduce  some of
the  foregoing  risks by  sub-licensing  certain distribution
rights in exchange for minimum  guarantees from sub-licensees
such as foreign  sub-distributors.  The investment by the Company
in a motion picture includes the cost of acquisition of the
distribution rights (including  any advance or minimum guarantee
paid to the producer), the amount of the production financed, and
the marketing and distribution costs borne.

(d)  Substantial Competition.

The Company may experience substantial competition in its
efforts to locate and attract customers for its products.  Many
competitors in the motion picture industry have greater
experience, resources, and managerial capabilities than the
Company and may be in a better position than the Company to
obtain access to attractive products.  There are a number of
larger companies which will directly compete with the Company.
Such competition could have a material adverse effect on the
Company's profitability or viability.

(e)  Other External Factors May Affect Viability of Company.

The motion picture industry in general is a speculative venture
necessarily involving some substantial risk. There is no
certainty that the expenditures to be made by the Company will
result in commercially profitable business.  The marketability of
its products will be affected by numerous factors beyond the
control of the Company.  These factors include market
fluctuations, and the general state of the economy (including the
rate of inflation, and local economic conditions), which can
affect peoples' discretionary spending.  Factors which leave less
money in the hands of potential customers of the Company will
likely have an adverse effect on the Company.  The exact effect
of these factors cannot be accurately predicted, but  the
combination of these factors may result in the Company not
receiving an adequate return on invested capital.

(f)  Control of the Company by Officers and Directors Over
Affairs of the Company.

The Company's officers and directors beneficially own
approximately 27% (see "Security Ownership of Certain Beneficial
Owners and Management") of the outstanding shares of the
Company's common stock.  As a result, such persons, acting
together, have the ability to exercise significant influence over
all matters requiring stockholder approval.  Accordingly, it
could be difficult for the investors hereunder to effectuate
control over the affairs of the Company.  Therefore, it should be
assumed that the officers, directors, and principal common
shareholders who control these voting rights will be able, by
virtue of their stock holdings, to control the affairs and
policies of the Company.

(g)  Success of Company Dependent on Management.

The Company's success is dependent upon the hiring and retention
of key personnel.  None of the officers or directors has any
employment or non-competition agreement with the Company.
Therefore, there can be no assurance that these personnel will
remain employed by the Company.  Should any of these individuals
cease to be affiliated with the Company for any reason before
qualified replacements could be found, there could be material
adverse effects on the Company's business and prospects.

In addition, all decisions with respect to the management of
the Company will be made exclusively by the officers and
directors of the Company.  Investors will only have rights
associated with minority ownership interest rights to make
decision which effect the Company.  The success of the Company,
to a large extent, will depend on the quality of the directors
and officers of the Company.  Accordingly, no person should
invest in the Shares unless he is willing to entrust all aspects
of the management of the Company to the officers and directors.

(h)  Conflicts of Interest May Affect Independence of Officers
and Directors.

The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or
serve on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to
the business of the Company. As a result, certain conflicts of
interest may exist between the Company and its officers and/or
directors which may not be susceptible to resolution.

In addition, conflicts of interest may arise in the area of
corporate opportunities which cannot be resolved through arm's
length negotiations.  All of the potential conflicts of interest
will be resolved only through exercise by the directors of such
judgment as is consistent with their fiduciary duties to the
Company.  It is the intention of management, so as to minimize
any potential conflicts of interest, to present first to the
Board of Directors to the Company, any proposed investments for
its evaluation.

(i)  Limitations on Liability, and Indemnification, of Directors
and Officers May Result in Expenditures by the Company.

The Company's Articles of Incorporation include provisions
to eliminate, to the fullest extent permitted by the Nevada
Revised Statutes as in effect from time to time, the personal
liability of directors of the Company for monetary damages
arising from a breach of their fiduciary duties as directors.
The By-Laws of the Company include provisions to the effect that
the Company may, to the maximum extent permitted from time to
time under applicable law, indemnify any director, officer, or
employee to the extent that such indemnification and advancement
of expense is permitted under such law, as it may from time to
time be in effect.  Any limitation on the liability of any
director, or indemnification of directors, officer, or employees,
could result in substantial expenditures being made by the
Company in covering any liability of such persons or in
indemnifying them.

(j)  Absence of Cash Dividends

The Board of Directors does not anticipate paying cash
dividends on the common stock for the foreseeable future and
intends to retain any future earnings to finance the growth of
the Company's business. Payment of dividends, if any, will
depend, among other factors, on earnings, capital requirements
and the general operating and financial conditions of the Company
as well as legal limitations on the payment of dividends out of
paid-in capital.

(k)  No Cumulative Voting

Holders of the shares of common stock of the Company are not
entitled to accumulate their votes for the election of directors
or otherwise. Accordingly, the holders of a majority of the
shares present at a meeting of shareholders will be able to elect
all of the directors of the Company, and the minority
shareholders will not be able to elect a representative to the
Company's board of directors.

(l)  No Assurance of Continued Public Trading Market; Risk of Low
Priced Securities.

Since June 27, 1997, there has been only a limited public
market for the common stock of the Company.  The common stock of
the Company is quoted on the Over the Counter Bulletin Board.  As
a result, an investor may find it difficult to dispose of, or to
obtain accurate quotations as to the market value of the
Company's securities. In addition, the common stock is subject to
the low-priced security or so called "penny stock" rules that
impose additional sales practice requirements on broker-dealers
who sell such securities.  The Securities Enforcement and Penny
Stock Reform Act of 1990 ("Reform Act") requires additional
disclosure in connection with any trades involving a stock
defined as a penny stock (generally, according to recent
regulations adopted by the U.S. Securities and Exchange
Commission, any equity security that has a market price of less
than $5.00 per share, subject to certain exceptions), including
the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the
risks associated therewith.   The regulations governing low-
priced or penny stocks sometimes limit the ability of broker-
dealers to sell the Company's common stock and thus, ultimately,
the ability of the investors to sell their securities in the
secondary market.

(m)  Effects of Failure to Maintain Market Makers.

If the Company is unable to maintain a National Association
of Securities Dealers, Inc. member broker/dealers as market
makers, the liquidity of the common stock could be impaired, not
only in the number of shares of common stock which could be
bought and sold, but also through possible delays in the timing
of transactions, and lower prices for the common stock than might
otherwise prevail.  Furthermore, the lack of  market makers could
result in persons being unable to buy or sell shares of the
common stock on any secondary market.  There can be no assurance
the Company will be able to maintain such market makers.

Forward-Looking Statements.

The foregoing Plan of Operation contains "forward looking
statements" within the meaning of Rule 175 under the Securities
Act of 1933, as amended, and Rule 3b-6 under the Securities Act
of 1934, as amended, including statements regarding, among other
items, the Registrant's business strategies, continued growth in
the Registrant's markets, projections, and anticipated trends in
the Registrant's business and the industry in which it operates.
The words "believe," "expect," "anticipate," "intends,"
"forecast," "project," and similar expressions identify forward-
looking statements.  These forward-looking statements are based
largely on the Registrant's expectations and are subject to a
number of risks and uncertainties, certain of which are beyond
the Registrant's control.  The Registrant cautions that these
statements are further qualified by important factors that could
cause actual results to differ materially from those in the
forward looking statements, including, among others, the
following: reduced or lack of increase in demand for the
Registrant's products, competitive pricing pressures, changes in
the market price of ingredients used in the Registrant's products
and the level of expenses incurred in the Registrant's
operations.  In light of these risks and uncertainties, there can
be no assurance that the forward-looking information contained
herein will in fact transpire or prove to be accurate.  The
Registrant disclaims any intent or obligation to update "forward
looking statements."

ITEM 7.  FINANCIAL STATEMENTS.

Financial statements as of and for the year ended December
31, 2000, and for the year ended December 31, 1999 are presented
in a separate section of this report following Part IV.

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

Not Applicable

PART III.

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS AND COMPLIANCE WITH
SECTION 16(A) OF THE EXCHANGE ACT.

Officers and Directors.

The names, ages, and respective positions of the directors and
executive officers of the Registrant are set forth below.  The
Directors named below will serve until the next annual  meeting
of the Registrant's stockholders or until their  successors are
duly elected and have qualified.  Directors are elected for a
one-year term at the annual stockholders' meeting.  Officers will
hold their  positions at the will of the board of directors,
absent any  employment  agreement,  of which none currently exist
or  are   contemplated.   There  are  no   arrangements,
agreements  or understandings  between  non-management
shareholders and management under which non-management
shareholders  may  directly  or  indirectly  participate  in  or
influence the management of the Registrant's affairs.  There are
no legal proceedings involving the officers and directors of the
Registrant.  Messrs. Birzneck and Nelson joined the Registrant on
its founding in 1997; Messrs. Columbu, and Smith joined the
Registrant as directors on May 1, 1999.

(a)  Franco Columbu, Chairman of the Board & CEO

Dr. Columbu oversees all film and television activities of
Eclipse.  Dr. Columbu's extensive career in bodybuilding and
power lifting has earned him every major title including the
prestigious Mr. Olympia, Mr. World and Mr. Universe titles.  His
connections in the film industry are extensive, having appeared
in film such as Pumping Iron, Stay Hungry, Conan the Barbarian,
Running Man, and Terminator. He has produced two feature films,
Beretta's Island and Doublecross, through his production company
Franco Columbu Productions, Inc.  He also has been featured in
several national commercials and been a guest on numerous talk
shows.  In addition to his industry experience, Dr. Columbu
maintains an active chiropractic practice and consults with
private individuals on health concerns for over five years.  From
1998 to the present, Mr. Columbu has also served as a Director of
Westar

(b)  Art Birzneck, President  & COO/Director

Mr. Birzneck is responsible for overseeing all operational
activities and the development of its domestic and international
ventures.  He is an executive producer of Westar's current
feature film, The Process.  Prior to Eclipse, Mr. Birzneck spent
three years as president of Bask Entertainment Inc., a Vancouver,
Canada based production company.  He has participated financially
in several film projects, most recently as an investor in
Canadian-based HPP Production's Hero of the Planet.  Mr. Birzneck
also has been involved in promoting numerous Hip-Hop music
groups.  As a principal of MB Productions, his clients included
Hip Hop artists Candy Man, Lighter Shade of Brown and the
Rascalz.  From 1998 to the present, Mr. Birzneck has also served
as a Director of Westar

(c)  John G. Smith, Vice President, Legal Affairs/Director

Mr. Smith is a Cambridge, England educated lawyer, who has
practiced corporate and commercial law in Western Canada for more
than 30 years, with a specialization in entertainment and
communications law.  He is a principal, co-owner, and corporate
counsel of The Beacon Group of Companies that manages the
production, marketing, distribution and financing of motion
pictures, studio projects and entertainment software.  He is a
member of the Canadian Bar Association and the Law Society of
British Columbia; and was previously a governor of the Canadian
Tax Foundation and a director of the BC Motion Picture
Foundation, as well as a variety of performing arts
organizations.  From 1998 to the present, Mr. Smith has also
served as a Director of Westar.

(d)  Brent Nelson, Treasurer/Director

Mr. Nelson has more than 15 years experience in corporate and
project financing and serves on the boards of several companies
in the United States and abroad:  Palmworks, Inc., CybeRecord,
Inc., Interactive Objects, Inc., International Digital
Technology, Inc., Mobile PET Systems, Inc. and Polar Cargo
Systems, Inc.  Mr. Nelson has participated financially in several
film and music industry projects, including MB Productions and
the Canadian Hip Hop label Masiv Music.  Approximately 5 years
ago, he founded and became Managing Director of Northwest Capital
Partners, L.L.C. a Bellevue, Washington based venture capital
company. Northwest Capital is very active in both private and
public financing on an international basis. Mr. Nelson also is
executive producer of the Company's current feature film The
Process.

(e)  Alec W. Rossa, Director

Mr. Rossa was elected to the Board of Directors in October
2000; he originally joined the company in June 1998 as Director
of Investor Relations.  One of the highlights of Mr. Rossa's
career was growing his own office product dealership from a
start-up in 1989 to the 86th fastest-growing company in Canada in
1994, as recognized by Profit, The Magazine for Canadian
Entrepreneurs.  In 1995 he sold this business to IKON Office
Solutions of Victoria, British Columbia.  From September 1995 to
January 1997, Mr. Rossa, was employed as the Vice
President/General Manager of IKON Office Solutions.  In this
position, he was responsible for all sales, servicing,
distribution, and operations of office equipment for the company.
For the period of January through October 2000, Mr. Rossa was a
self-employed management consultant with CybeRecord Canada Ltd.,
a software development company.

Advisory Board

David Gideon Thomson

Mr. Gideon Thomson is a British entertainment consultant,
executive and producer.  He has been semi-retired for the last
five years. Prior to that, he held top management positions
including Managing Director of Polytel (Polygram's film and TV
division), Deputy Chairman of the Robert Stigwood Organization
and Chairman of Charisma Records and Films.  During his tenure at
Polytel and Robert Stigwood, Mr. Gideon Thomson was involved with
many award-winning films and television programs, including such
films as Saturday Night Fever and Grease; the stage production of
Evita; McVicar; and the acclaimed film, Too Far To Go for NBC New
York.  He was also the executive producer of the feature film
Quadrophenia.  He has been an advisor to many US, UK and other
European film and TV production and distribution companies.

The Company is presently in discussions with numerous business
and motion picture industry executives for addition to the
Advisory Board.

Compliance with Section 16(a) of the Exchange Act.

Section 16(a) of the Securities Exchange Act of 1934 requires the
Registrant's directors,  certain officers and persons holding 10%
or more of the Registrant's common stock to file reports
regarding their ownership and regarding their acquisitions and
dispositions of the Registrant's common stock with the Securities
and Exchange Commission.  Such persons are required by SEC
regulations to furnish the Registrant with copies of all Section
16(a) forms they file.

Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the registrant under Rule 16a-3(d) during
fiscal 2000, Forms 5 with respect to fiscal 2000, and certain
written representations from executive officers and directors,
the Registrant is aware the directors of the Registrant, except
for Mr. Rossa, inadvertently failed to file a Form 3 at the time
the Registrant became registered under Section 12 of such act
(January 18, 2000).  Such forms have been prepared and filed with
the SEC.  In addition, after Mr. Rossa was elected to the Board
of Directors in October 2000, he inadvertently failed to file a
Form 3; such form is now in the process of being prepared for
filing with the SEC.

ITEM 10.  EXECUTIVE COMPENSATION.

(a)  The current  officers and directors have not received
any compensation to date.  They will not be remunerated until the
Registrant turns profitable.

(b)  There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
Registrant in the event of retirement at normal retirement date
as there is no existing plan provided for or contributed to by
the Registrant.

(c)  Other than as set forth below, no remuneration is proposed
to be paid in the future directly or indirectly by the Registrant
to any officer or director since there is no existing plan which
provides for such payment:

At a meeting of the Board of Directors on October 23, 2000,
the Registrant approved the establishment of an Incentive Stock
Option Pool of 2,000,000 shares, and that a Non-Qualified Stock
Option Pool of 2,500,000 shares, with options to be granted by
the Company's Compensation Committee on such terms as that
Committee may determine, within the terms and conditions of an
Incentive Stock Option Plan and a Non-Qualified Stock Option
Plan.  No shares or options have yet been granted and issued
under either plan.

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

The following table sets forth information regarding the
beneficial ownership of shares of the Registrant's common stock
as of March 31, 2001 (12,758,641 issued and outstanding) by (i)
all stockholders known to the Registrant to be beneficial owners
of more than 5% of the outstanding common stock; and (ii) all
directors and executive officers of the Registrant as a group:

Title of   Name and Address               Amount of       Percent of
Class      of Beneficial Owner(1)         Beneficial         Class
                                          Ownership(2)

Common     Brent Nelso                      2,771,270 (3)    21.72%
Stock      10900 N.E. 8th Street
           Bellevue, WA 98004

Common     Arthur Birzneck                    424,500         3.33%
Stock      10520 Venice Boulevard
           Culver City, California 90232

Common     Franco Columbu,                    68,750         0.54%
Stock      10520 Venice Boulevard
           Culver City, California 90232

Common     John G. Smith                           0         0.00%
Stock      1185 West Georgia Street
           Suite 910
           Vancouver, British Columbia
           V6E 4E6

Common     Alec W. Rossa                    120,000          0.94%
Stock      10520 Venice Boulevard
           Culver City, California 90232

Common     Shares of all directors and    3,384,520         26.53%
Stock      executive officers as a
           group (5 persons)

(1)   Except as noted in footnote 2 below, each person has sole
voting power and sole dispositive power as to all of the shares
shown as beneficially owned by them

(2)  In October 1999, the Company issued 125,000 shares of common
stock in error to an unrelated company.  The Company has since
placed a stop on the 125,000 shares issued.  Accordingly, the
12,758,641 shares of common stock issued and outstanding as of
March 31, 2001 does not reflect the 125,000 shares since these
shares were issued in error and a stop has been placed.  None of
these security holders has the right to acquire any amount of the
shares within sixty days from options, warrants, rights,
conversion privilege, or similar obligations.

(3)  This figure includes the 2,605,520 shares owned by Northwest
Capital Partners, L.L.C., 10900 N.E. 8th Street, Bellevue,
Washington 98004, since Mr. Nelson is the managing director of
this firm.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Other than as set forth below, during the past two years
there have been no relationships, transactions, or proposed
transactions to which the Registrant was or is to be a party, in
which any of the named persons set forth previously had or is to
have a direct or indirect material interest.

(a)  There was a promissory note for $442,285 payable to
Northwest Capital Partners,  L.L.C., a shareholder of the
Registrant controlled by Brent Nelson, an officer and director of
the Registrant.  The note was unsecured and payable on demand.
In October 1999 the Registrant issued 2,305,520 shares of Common
Stock pursuant to Rule 504 Regulation D of the Securities Act of
1933 in satisfaction of that note.

(b)  Northwest Capital Partners, L.L.C. has advanced the
Registrant the sum of $995,040.  There are no specific repayment
terms on this advance, it is unsecured, with an imputed interest
at 8%, and due on demand.  The purpose of this advance was that
the Registrant required additional funding to continue operating.

(c)  The Registrant entered into a marketing agreement with
Westar Entertainment, Inc., on January 1, 1998 under which this
firm is providing marketing for the Registrant's products both
domestically and worldwide (see Exhibit 10.1 to this Form 10-
KSB).  Messrs. Columbu, Birzneck, and Smith are directors of
Westar Entertainment, Inc.  Currently, Messrs. Birzneck and
Columbu each own approximately 40% of the issued and outstanding
shares of Westar Entertainment, Inc., and Mr. Smith owns
approximately 10%.

(d)  The Registrant has entered into distribution agreement with
Mr. Columbu, an officer and director of the Registrant, covering
the films Beretta's Island and Double Cross (see Exhibit 10.2 to
this Form 10-KSB).  In addition, the Registrant has entered into
a distribution agreement with Pinoy Productions, Inc. covering
the film The Process (Mr. Birzneck, an officer and director of
the Registrant, is also President of that company) (see Exhibit
10.3 to this Form 10-KSB).

(e)  On September 1, 2000, the Registrant entered into a Share
Purchase Agreement with Westar Entertainment, Inc., Frano
Columbu, Arthur Birzneck, and John G. Smith (all shareholders of
that firm) (see Exhibit 2 to this Form 10-KSB).  The purpose of
this agreement was for Westar Entertainment, Inc. to become a
wholly-owned subsidiary of the Registrant.  Although this
contract has been executed by the parties, they subsequently
decided not to proceed with the transaction until April 30, 2001.

(f)  The Company currently rents its offices under a month
to month lease for $2,500 per month from Franco Columbu, Chairman
of the Board and Chief Executive Officer of the Company.

(g)  Alec Rossa has advanced the Registrant the sum of
$113,500.  There are no specific repayment terms on this advance,
it is unsecured, with an imputed interest at 8%, and due on
demand.  The purpose of this advance was that the Registrant
required additional funding to continue operating.

(h)  During the last quarter of fiscal 2000, the Company
loaned $262,010 to Westar Entertainment, Inc.  There are no
specific repayment terms on this advance, it is unsecured, and
due on demand.

For each of the transactions noted above, the transaction was
negotiated, on the part of the Registrant, on the basis of what
is in the best interests of the Registrant and its shareholders.
In addition, in each case the interested affiliate did vote in
favor of the transaction; however, the full board of directors
did make the determination that the terms in each case were as
favorable as could have been obtained from non-affiliated parties.

Certain of the officers and directors of the Registrant are
engaged in other businesses, either individually or through
partnerships and corporations in which they have an interest,
hold an office, or serve on a board of directors.  As a result,
certain potential conflicts of interest, such as those set forth
above with the transactions, may arise between the Registrant and
its officers and directors.  The Registrant will attempt to
resolve such conflicts of interest in favor of the Registrant by
carefully reviewing each proposed transaction to determine its
fairness to the Registrant and its shareholders and whether the
proposed terms of the transaction are at least as favorable as
those which could be obtained from independent sources.  The
officers and directors of the Registrant are accountable to it
and its shareholders as fiduciaries, which requires that such
officers and directors exercise good faith and integrity in
handling the Registrant's affairs.  A shareholder may be able to
institute legal action on behalf of the Registrant or on behalf
of itself and other similarly situated shareholders to recover
damages or for other relief in cases of the resolution of
conflicts is in any manner prejudicial to the Registrant.

ITEM 13.  EXHIBITS, REPORTS ON FORM 8-K, AND INDEX TO FINANCIAL
STATEMENTS.

Exhibits.

Exhibits included or incorporated by reference in this document
are set forth in the Exhibit Index.

Reports on Form 8-K.

There were no reports on Form 8-K filed during the last quarter
of the fiscal year covered by this report.

Index to Financial Statements.                                    Page

Report of Independent Certified Public Accountants                  29

Balance Sheet as of December 31, 2000                               30

Statements of Operations for the year
ended December 31, 2000 and the year
ended December 31, 1999                                             31

Statement of Stockholders' Equity for the
year ended December 31, 2000 and the
year ended December 31, 1999                                        32

Statements of Cash Flows for the year
ended December 31, 2000 and the year
ended December 31, 1999                                             33

Notes to Financial Statements                                       34

                              SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                  Eclipse Entertainment Group, Inc.


Dated: April 18, 2001             By: /s/  Arthur Birzneck
                                  Arthur Birzneck, President

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the date
indicated:

Signature                    Title                          Date

/s/  Franco Columbu     Chairman of the Board/Chief           April 18, 2001
Franco Columbu          Executive Officer/Director

/s/  Arthur Birzneck    President/Chief Operating             April 18, 2001
Arthur Birzneck         Officer/Director

/s/  John G. Smith      Vice President, Legal                 April 18, 2001
John G. Smith           Affairs/Director

/s/  Brent Nelson       Treasurer (principal                  April 18, 2001
Brent Nelson            financial and accounting
                        officer)/Director

/s/  Alec W. Rossa      Director                              April 18, 2001
Alec W. Rossa

                   L.L. BRADFORD & COMPANY, LLC
           Certified Public Accountants & Consultants

        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Eclipse Entertainment Group, Inc.
Culver City, California

We have audited the accompanying balance sheet of Eclipse
Entertainment Group, Inc. as of December 31, 2000, and the
related statements of operations, stockholders' equity and cash
flows for the years ended December 31, 2000 and 1999.  These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Eclipse Entertainment Group, Inc. as of December 31, 1999, and
the results of its activities and cash flows for the years ended
December 31, 2000 and 1999 in conformity with accounting
principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed
in Note 8 to the financial statements, the Company has suffered
losses from operations and current liabilities exceed current
assets, all of which raise substantial doubt about its ability to
continue as a going concern.  Management's plans in regards to
these matters are also described in Note 8.  The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.

/s/  L.L. Bradford & Company, LLC
L.L. Bradford & Company, LLC
March 28, 2001
Las Vegas, Nevada
2901 El Camino Avenue, Suite 105, Las Vegas, Nevada 89102  (702) 735-5030
Facsimile (702) 735-4854

                 ECLIPSE ENTERTAINMENT GROUP, INC.
                           BALANCE SHEET
                         DECEMBER 31, 2000

                              ASSETS

Current assets
Cash                                                $       2,759
Notes receivable - related party                          262,010
Total current assets                                      264,769

Film costs                                              1,910,895
Fixed assets, net                                             380
Other assets                                                  685

Total assets                                            2,176,729

              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities                   77,565
Due to related parties                                  1,108,540
Stock subscription payable                                 50,000
Note payable                                               14,950
Total current liabilities                               1,251,055

Total liabilities                                       1,251,055

Stockholders' equity
Preferred stock - $.001 par value,
10,000,000 shares authorized, no shares issued                  -

Common stock - $.001 par value,
50,000,000 shares authorized, 12,758,641 shares
issued and outstanding                                     12,758
Additional paid in capital                              1,636,337
Accumulated deficit                                      (723,421)
Total stockholders' equity                                925,674

Total liabilities and stockholders' equity              2,176,729

See Accompanying Notes to Financial Statements

                  ECLIPSE ENTERTAINMENT GROUP, INC.
                       STATEMENTS OF OPERATIONS

                                        For The Year Ended December 31
                                             2000               1999

Revenues                                                -              -

General and administrative expenses               100,460        167,196

Loss from operations                             (100,460)      (167,196)

Other expense

Interest expense                                   47,688         44,229

Total other expenses                               47,688         44,229

Provision for income taxes                              -              -

Net loss                                         (148,148)      (211,425)

Basic and diluted loss per common share             (0.01)         (0.02)

Weighted average number of common
shares used in per share calculation           12,736,451      8,565,042

See Accompanying Notes to Financial Statements

                  ECLIPSE ENTERTAINMENT GROUP, INC.
                  STATEMENT OF STOCKHOLDERS' EQUITY

                        Common Stock     Addiional     Accumu     Total
                   Number        Amount  Paid-In       lated      Stock-
                   Of Shares             Capital       Deficit    holders'
                                                                  Equity

Balance at
January 1, 1999    3,465,000      3,465     754,470    (363,848)    394,087

Issuance of common
stock, $0.02
weighted average
price per
share              6,174,125      6,174     109,219           -     115,393

Issuance of common
stock for
past services,
$0.58                 71,495         71      41,431           -      41,502

Issuance of common
stock in
satisfaction of a
$486,515
promissory note
(including
interest of
$44,229), $0.21    2,305,520     2,306     484,209           -      486,515

Contributed
capital related
to compensation            -         -      25,000           -       25,000

Net loss                   -         -           -    (211,425)    (211,425)

Balance at
December 31, 1999  12,016,140   12,016   1,414,329    (575,273)     851,072

Issuance of
common stock,
$0.30
price per share       700,000      700     209,300           -      210,000

Issuance of
common stock for
past
services,
$0.30 price per
share                  42,501       42      12,708           -       12,750

Net loss                    -        -           -    (148,148)    (148,148)

Balance at
December 31, 2000  12,758,641   12,758   1,636,337    (723,421)     925,674

See Accompanying Notes to Financial Statement

               ECLIPSE ENTERTAINMENT GROUP, INC.
                   STATEMENTS OF CASH FLOWS

                                        For the Year Ended December 31
                                        2000                      1999

Cash flows from operating activities:
Net loss                                   (148,148)               (211,425)
Adjustments to reconcile net loss to
net cash used by operating activities:

Depreciation                                    253                     422

Services paid with common stock              12,750                  41,502

Compensation services contributed                 -                  25,000

Interest expense paid with common stock           -                  44,229

Changes in operating assets and liabilities:
Increase in film costs                     (801,000)               (133,420)
Increase (decrease) in accounts payable
and accrued liabilities                       3,203                  16,835

Net cash used by operating activities      (932,942)               (216,857)

Cash flows from investing activities:

Increase in note receivable                (262,010)                      -

Net cash used by investing activities      (262,010)                      -

Cash flows from financing activities:
Net increase in due to related parties      935,375                 103,800

Increase in stock subscription               50,000                       -

Proceeds from issuance of common stock      210,000                 115,393

Net cash provided by financing activities 1,195,375                 219,193

Net increase in cash                            423                   2,336

Beginning balance                             2,336                       -

Ending balance                                2,759                   2,336

Noncash financing activities:
2,305,520 shares of common stock
issued in satisfaction
of promissory note                                -                 486,515

See Accompanying Notes to Financial Statement

1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization - Eclipse Entertainment Group, Inc. (hereinafter
referred to as the "Company") was incorporated in the state of
Nevada in January 1997 to engage in the business of developing,
producing and marketing films for worldwide distribution.  The
Company's fiscal year ends on December 31.

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

Film costs and amortization - Film costs represent costs incurred
in the acquisition of rights to distribute certain motion
pictures. These costs have been capitalized in accordance with
Statement of Financial Accounting Standards No. 53 (SFAS 53).
Film costs are amortized using the individual film forecast
method whereby expense is recognized in proportion to current
year revenues based upon management's estimate of future
revenues.  Film costs are valued at the lower of unamortized cost
or estimated net realizable value.  Revenue and cost forecasts
for films are regularly reviewed by management and revised when
warranted by changing conditions.  When estimates of total
revenues and costs indicate that a film will result in an overall
loss, additional amortization will be provided to fully recognize
such loss.

Fixed assets - Fixed assets are stated at cost less accumulated
depreciation.  Depreciation is provided principally on the
straight-line method over the estimated useful lives of the
assets, which are generally 5 to 7 years.  The cost of repairs
and maintenance is charged to expense as incurred.  Expenditures
for property betterments and renewals are capitalized.  Upon sale
or other disposition of a depreciable asset, cost and accumulated
depreciation are removed from the accounts and any gain or loss
is reflected in other income (expense).

The Company periodically evaluates whether events and
circumstances have occurred that may warrant revision of the
estimated useful lives of fixed assets or whether the remaining
balance of fixed assets should be evaluated for possible
impairment.  The Company uses an estimate of the related
undiscounted cash flows over the remaining life of the fixed
assets in measuring their recoverability.

Net loss per common share - The Company computes net loss per
share in accordance with SFAS No. 128, "Earnings per Share".
("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98 ("SAB
98').  Under the provisions of SFAS No. 128 and SAB 98, basic net
loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number
of shares of common stock outstanding during the period.  The
calculation of diluted net loss per share gives effect to common stock
equivalents, however, potential common shares are excluded if
their effect is antidilutive.

Comprehensive income - The Company has no components of other
comprehensive income.  Accordingly, net income equals comprehensive income
for all periods.

Advertising costs - Advertising costs incurred in the normal
course of operations are expensed accordingly.  No advertising
costs were incurred for the years ended December 31, 2000 and 1999.

Income taxes - The Company accounts for its income taxes in
accordance with Statement of Financial Accounting Standards No.
109, which requires recognition of deferred tax assets and
liabilities for the future tax consequences attributable to
differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases
and tax credit carryforwards.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.  The effect
on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.

Impairment of long-lived assets to be disposed - The Company
continually monitors events and changes in circumstances that
could indicate carrying amounts of long-lived assets may not be
recoverable.  When such events or changes in circumstances are
present, the Company assesses the recoverability of long-lived
assets by determining whether the carrying value of such assets
will be recovered through undiscounted expected future cash
flows.  If the total of the future cash flows is less than the
carrying amount of those assets, the Company recognizes an
impairment loss based on the excess of the carrying amount over
the fair value of the assets.  Assets to be disposed of are
reported at the lower of the carrying amount or the fair value
less costs to sell.

2.  FILM COSTS

Film costs totaling $1,910,895 at December 31, 2000 consist of
completed but not released films.  As of December 31, 2000 and
1999, amortization expenses have not been recorded since revenues
have been not recognized for these periods.  Management believes
that these capitalized film costs will provide future revenue
benefits.  Accordingly, these costs will be amortized in the
related periods when such revenues are generated in accordance
with SFAS 53 as discussed in Note 1.

3.  FIXED ASSETS

Fixed assets consist primarily of office equipment with a
historical cost of $2,196 and accumulated depreciation of $1,816
at December 31, 2000.

4.  RELATED PARTY TRANSACTIONS

As of December 31, 2000, the Company loaned $262,010 to an entity
controlled by three directors of the Company.  There are no
specific repayment terms on this advance, it is unsecured, and
due on demand.

Due to related parties at December 31, 2000 consist of the following:

Advances payable to an entity controlled by an
officer and director of the Company represent
advances, unsecured, imputed interest at 8%, and due on
demand                                                       $  995,040

Promissory note payable to a shareholder, unsecured,
bearing interest at 8%, and due on demand                       113,500

Total due to related parties                                 $1,108,540

In October 1999, the company issued 2,305,520 shares of common
stock in satisfaction of a $486,515 promissory note (including
interest of $44,229) due to an entity controlled by an officer
and director of the Company.

5.  COMMON STOCK

In April 1999, the Company's Board of Directors adopted a
resolution whereby it approved a 1-for-4 reverse stock split of
the issued and outstanding shares of common stock.  Accordingly,
the accompanying financial statements have been retroactively
restated to reflect the 1-for-4 reverse stock split as if such
reverse stock split occurred as of the Company's date of inception.

In October 1999, the Company issued 125,000 shares of common
stock in error to an unrelated Company.  The Company has since
placed a stop on the 125,00 shares issued.  Accordingly, the
12,758,641 shares of common stock issued and outstanding as of
December 31, 2000, does not reflect the 125,000 shares since
these shares were issued in error and a stop has been placed.

6.  INCOME TAXES

The Company did not record any current or deferred income tax
provision or benefit for any of the periods presented due to
continuing net losses and nominal differences.

The Company has provided a full valuation allowance on the
deferred tax asset, consisting primarily of net operating loss,
because of uncertainty regarding its realizability.

As of December 31, 2000, the Company had net operating loss
carry-forwards of approximately $723,000 for both federal and
state income tax purposes to offset future taxable income, if
any.  Utilization of the net operating loss carry-forwards, which
begins to expire at various times starting in 2012, may be
subject to certain limitations under section 382 of the Internal
Revenue Service Code of 1986, as amended, and other limitations
under state and foreign tax laws.

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
for income tax purposes.  Significant components of the Company's
deferred tax assets are approximately as follows:

                                          December 31       December 31
                                              2000              1999

Net operating loss                            (50,370)          (71,885)
Depreciation                                        -                 -
Total deferred tax assets                     (50,370)          (71,885)
Valuation allowance for deferred tax assets    50,370            71,885

Net deferred tax assets                             -                 -

7.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, accounts payable, accrued
liabilities, and due to related parties approximate fair value
because of the short-term maturity of these instruments.

8.  GOING CONCERN

The Company incurred a net loss of approximately $148,000 and
$211,000 for the years ended December 31, 2000 and 1999,
respectively, and current liabilities exceed current assets by
approximately $986,000 as of December 31, 2000.  The Company
plans to earn revenue through the release of completed films
during 2001.  The Company will also seek additional sources of
capital through the issuance of debt or equity financing, but
there can be no assurance the Company will be successful in
accomplishing its objectives.

The ability of the Company to continue as a going concern is
dependent on additional sources of capital and the success of the
Company's plan.  The financial statements do not include any
adjustments that might be necessary if the Company is unable to
continue as a going concern.

                              EXHIBIT INDEX

Number                      Exhibit Description

2      Share Purchase Agreement between the Registrant and Westar
       Entertainment, Inc., Frano Columbu, Arthur Birzneck, and  John G.
       Smith, dated September 1, 2000 (incorporated by reference to
       Exhibit 2 of the Form 10-QSB filed on December 6, 2000).

3.1    Articles of Incorporation (incorporated by reference to
       Exhibit 3.1 of the Form 10-SB/A filed on June 27, 2000).

3.2    Bylaws (incorporated by reference to Exhibit 3.2 of the Form
       10-SB/A filed on June 27, 2000).

10.1   Distribution Agreement between the Registrant and Westar
       Entertainment, Inc., dated January 1, 1998 (incorporated by
       reference to Exhibit 10 of the Form 10-KSB filed on April 11,
       2000).

10.2   Agreement between the Registrant and Franco Columbu, dated
       September 2, 1997 (incorporated by reference to Exhibit 10.2 of
       the Form 10-SB/A filed on June 27, 2000).

10.3   Distribution Agreement between the Registrant and Pinoy
       Productions, Inc., dated January 30, 1997 (incorporated by
       reference to Exhibit 10.3 of the Form 10-SB/A filed on June 27,
       2000).