FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended January 31, 2002


                       Commission File Number:  000-28767


                          TRILUCENT TECHNOLOGIES CORP.


Nevada                                                                88-0403070
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

2811  State  Street,  San Diego, CA                                        92103
(Address of principal executive offices)                              (Zip Code)

Registrant's  telephone  number,  including  area  code:         (619)  293-0091

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

Securities registered pursuant to Section 12(g) of the Act:     Common Shares at
$0.001  per  share

Yes  [X]   No  [ ]  (Indicate by check mark whether the Registrant (1) has filed
all  report  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) has been subject
to  such  filing  requirements  for  the  past  90  days.)

As  of  1/31/02:

the  aggregate  market  value of shares held by non-affiliates was approximately
$104,354  based  upon the  closing price of $0.25 per share at January 31, 2002.

the  number  of  shares outstanding of the Registrant's Common Stock was 986,576

[  ]  (Indicate  by  check mark whether if disclosure of delinquent filers (Sec.
229.405)  is not and will not to the best of Registrant's knowledge be contained
herein,  in  definitive  proxy  or information statements incorporated herein by
reference  or  any  amendment  hereto.)

                                               Exhibit Index is found on page 17

                                        1
<PAGE>

Introduction                                                                   3

PART  I                                                                        3

Item  1.  Description  of  Business                                            3
      (a)  Historical  Information                                             3
      (b)  New  Business  Direction                                            4
      (c)  Material  More  Recent  Events                                      4

Item  2.  Description  of  Property                                            6

Item  3.  Legal  Proceedings                                                   6

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          6

PART  II                                                                       7

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters               7
      (a)  Description  of  Securities                                         7
      (b)  Market  Information                                                 7
      (c)  Holders                                                             8
      (d)  Dividends                                                           9
      (e)  Sales  of  Unregistered  Common  Stock  1999-2001                   9

Item  6.  Management's  Discussion  and Analysis or Plan of Operation         10
      (a)  Plan  of  Operation      10
      (c)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                         11
      (d)  Reverse  Acquisition  Candidate                                    12

Item  7.  Financial  Statements                                               13

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                          13

PART  III                                                                     14

Item  9.  Directors and Executive Officers, Promoters and Control Persons;
          Compliance  with  Section  16(a)  of  the  Exchange  Act            14

Item  10.  Executive  Compensation                                            15

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners
           and  Management                                                    16
      (a)  Changes  in  Control                                               16

Item  12.  Certain  Relationships  and  Related  Transactions                 17

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   17
      (a)  Financial  Statements                                              17
      (b)  Form  8-K  Reports                                                 17
      (c)  Exhibits                                                           17

                                        2
<PAGE>

                                        PART I


ITEM  1.  DESCRIPTION  OF  BUSINESS.

 (A)  HISTORICAL  INFORMATION.  This  Corporation, TriLucent Technologies Corp.,
formerly  Editworks,  Ltd. was incorporated in the State of Nevada on August 20,
1998,  for the purpose of establishing a computer aided, post-production editing
service  for  various  media  businesses.

      (1)   On October 15, 1998, we authorized our initial issuances: 60,420,000
shares  to seven founders pursuant to section 4(2) of the Securities Act of 1933
at  par  value  of  $0.001.

      (2)  Also  on  October  15,  1998,  we  offered  a maximum of 300 units at
$1,000.00  per unit. Each unit consisted of 40,000 shares of common stock and 10
warrants  to  purchase  up  to  an  additional 40,000 shares of common stock for
$0.075  within  eighteen  months  of  the  offering date. The result was that we
placed 10,620,000 shares to 27 highly sophisticated investors, with pre-existing
relationships  to  management,  pursuant  to  Regulation D, Rule 504, as then in
force, promulgated by the Securities and Exchange Commission pursuant to section
3(b)  of  the  Act.  All warrants expired and are of no further force or effect.

      (3)  About  April  26,  2000,  we  formally issued an additional 2,080,000
shares  to  four  highly sophisticated investors pursuant to Section 4(2) of the
Securities  Act  of 1933, at $0.0125 per share. It appears that these shares had
been  subscribed  for  in  November  of  1999.

      (4)  As  a  result,  on  July  31, 2000 we had 73,122,000 shares of common
stock  issued  and  outstanding,  and  no  other  shares,  warrants,  options or
convertible  securities.

     (5)  On  September 5, 2000 we repurchased 24,000,000 shares of common stock
from  our  principal J. Dan Sifford, for $2,400 (par value pre-split), being the
basis  on  which  such  shares  had  been  issued  to  him  previously).

     (6)  Forward  Split.  On April 5, 2001 a 2 for 1 forward split was put into
effect,  pursuant  to  a  mandatory  share  exchange.

     (7)  On  or  about  April  5,  2001,  we  acquired  100%  of the issued and
outstanding  shares  of  TriLucent  Technologies, Inc., ("TTI") a private Nevada
corporation,  for  the issuance of 6,400,000 new investment shares of our common
stock.  In  connection  with  the  transaction, we changed our name to TriLucent
Technologies  Corp.  The nominees of the private corporation were elected to our
Board  of Directors, to replace the existing directors, who resigned on April 6,
2001.

     (8) On April 6, 2001a forward split of our common stock was put into effect
such  that  every  one  share became two shares.  Also certain of our affiliates
agreed  to  cancel  38,494,000  shares  of  our  common  stock to facilitate the
acquisition  of  TTI.

     (9)  On  October 30, 2001 1,000,000 shares were issued for services to John
Grey  for  consulting.

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<PAGE>

     (10)  Debt Conversion Issuance. On November 20, 2001 70,000,000 shares were
issued,  under  rule  144,  for  $1,257,834.00  in  outstanding  debts.

     (11)  Reverse Split. On December 14, 2001 a 100 for 1 reverse split was put
into  effect, pursuant to a mandatory share exchange.  The Board of Directors of
the  Company  approved the reverse split which was done in order for the Company
to  avoid  bankruptcy  and  dissolution.

                                 SEE TABLE BELOW

TriLucent  Technologies  Corp.
Share  reconciliation  for  year  ending  January  31,  2002


DATE     EVENT                                                     BALANCE
--------------------------------------------------------------------------------

01/31/01                    Balance  at  year  end                   49,122,000

02/27/01                    Increase  Authorized  to  100,000,000

03/26/01                    Approve  2  for  1  forward  split

04/05/01                    Effect  2  for  1  split                 98,244,000

                       (6)  Cancel  76,988,000  inside  shares       21,256,000

                       (7)  Issue  6,400,000  new  144  shares       27,656,000

10/30/01               (8)  Issue  1,000,000 S-8 shares              28,656,000

11/20/01               (9)  Issue 70,000,000 144 shares              98,656,000
                            for  Debt  Conversion

11/29/01                    Approve  100  for  1  reverse  split

12/14/01              (10)  Effect 100 for 1 reverse split              986,576
                            (16  shares  for  rounding  up)

01/10/02                    Majority  Share  Action  to  approve
                            spin-off  of  TTI

01/31/02                    Year  End  Balance                          986,576


 (B)  OUR  BUSINESS.  TriLucent  Technologies, Inc. (the private Nevada company)
was  formed  on  July  28,  2000.  Historically  in 2001, TTI is a developmental
resource  company  engaged  in  oil  and  gas exploration. TTI has an exclusive,
worldwide  license  to  certain  technologies  that  can  increase the chance of
commercial  success  of  exploratory  drilling  for oil and gas from an industry

                                        4
<PAGE>

standard of 20% to over a 50% success rate. These technologies can significantly
reduce  the  risk associated with oil and gas exploration thereby creating great
economic  potential  for  its  shareholders.  The centerpiece of its technology,
Microwave Detection, consists of utilizing airborne remote sensors, which can be
used  to  detect  oil and gas in the atmosphere leaking to the surface, directly
above  an  underground  oil  and  gas accumulation. In addition TTI also records
micro-magnetics  readings  which  indicates  the  presence  of magnetic minerals
shallow underground. The overlap of these two technologies allows TTI to quickly
delineate acreage under which oil and gas accumulations exist. The technology is
rapid, non-evasive and can reconnoiter large areas at a fraction of the cost and
time  of 3-D seismic surveys, which is the standard for the industry. It is also
fine  tuning  its  Magno-Tellurics tool to compliment its other Detection tools.
Specifically,  this  device  identifies  and  quantifies  ground  based  electro
magnetic  readings  (Tellurics)  generated  underground. It will more accurately
determine  depth  of  deposits,  both in size and distance to surface as well as
ascertain  content  of those deposits, whether it consists of oil, gas or water.

     All  of  the  TTI's  technologies have been verified in several blind field
tests  over proprietary 3D seismic surveys and proven by drilling to be at least
50%  correct  in  identifying  oil and gas anomalies directly over fields. These
technologies can identify hydrocarbons over shallow or deep fields regardless of
whether  they  are  gas or oil. Gas fields with an aerial extent as small as 150
acres  have  been identified at a depth more than 15,000 feet below the surface.
Over  6  million  acres  of  prospected  acreage has been investigated with this
technology  in  the US. TTI has used its technology to identify large parcels of
un-drilled  oil  and  gas  fields.  While  this  tool  still  requires  further
development  as  a  stand-alone  exploration tool, its current status allows for
integration  with  other  technologies,  the  combination  of which will greatly
enhances  successful  exploration  probabilities.


(C)  MORE RECENT EVENTS.  Pursuant to the acquisition and merger of TTI, TTC was
responsible for raising enough capital for the continued testing and application
of  TTI's  technologies.  Unfortunately,  TTC  was  unable  to  raise sufficient
amounts  of  capital  for the further development of TTI's technologies, despite
repeated  efforts  in  the  capital  markets.  TTC had been attempting to secure
financing  through the placement of equity to private and institutional sources,
but  due  to  the  rapid  deterioration  of  the  junior capital markets and, in
particular,  the  technology  sectors,  securing financing at any level was very
difficult.

(D) NEW BUSINESS DIRECTION. The company is currently in the process of reviewing
potential  companies  and  or  businesses  to  acquire.  There  is  no specified
industry  that  the  company  is  concentrating  on.  The  parameters  for  the
acquisition  will  be  revenue  and  financial  capabilities  with  identifiable
sustainable  capital  resources.

(E)  FINANCING  PLANS.  For  more  information,  please  see  Item 6 of Part II,
Management's  Discussion  and  Analysis.

(F)  GOVERNMENT  REGULATION. There are no issues of government regulation unique
to  this  Registrant  or  its  business.

(G)  COMPETITION.  N/A

(H)  PLANNED  ACQUISITIONS.  None.  However, we are in the process of evaluating
different  business  opportunities  for  future  acquisitions.

(I)  EMPLOYEES.  We  have  one  remaining officers as of January 31, 2002 and no
employees.

                                        5
<PAGE>

(J)  VOLUNTARY  REPORTING CONTINGENCY. We do not anticipate any contingency upon
which we would voluntarily cease filing reports with the SEC, even though we are
not  required  to  do so. It is in our compelling interest to report our affairs
quarterly,  annually  and  currently,  as  the case may be, generally to provide
accessible  public  information  to interested parties, and also specifically to
maintain  its  qualification  for  the  OTCBB.


ITEM  2.  DESCRIPTION  OF  PROPERTY.

     None.


ITEM  3.  LEGAL  PROCEEDINGS.

     There  are  no  legal  proceedings  pending  against the Company, as of the
preparation  of  this  Report.


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

     We  filed  a  Preliminary 14C Information Statement  ("PRE 14C") on January
22,  2002,  in  relation  to a proposal to spin-off the subsidiary of TTI to our
shareholders. Shortly thereafter, the Board of Directors, along with the consent
of  majority  shareholders, elected to not spin-off or distribute the subsidiary
to  our  shareholders  as  indicated  in  the PRE 14C, and therefore the Plan of
Reorganization,  filed  therein,  was  not  put  into  effect.

     As  reported  on  Current Report on Form 8-K on March 6, 2002, the Board of
Directors  of  TriLucent  Technologies,  Corp.  (TTC)  approved  an agreement to
rescind  the  acquisition  of  TriLucent Technologies, Inc. ("TTI"), by TTC, its
wholly-owned,  non-operating  subsidiary. The rescission agreement is due to the
fact  that  TTC could not raise sufficient capital to further the development of
TTI's  technology  or  launch  operations.

     It  was originally proposed to divest of TTI to TTC's shareholders, but due
to  limitations set forth by rules promulgated under the Securities Act of 1934,
this  divestiture would have created an untenable financial burden. Upon review,
the  plan to return the acquired subsidiary to original owners was determined to
be  a  more equitable solution. All parties mutually agreed to therefore rescind
the  transaction.

                                        6
<PAGE>

                                     PART II


ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  STOCKHOLDER  MATTERS.


(A)  DESCRIPTION OF SECURITIES. We are authorized to issue 100,000,000 shares of
a single class of Common Voting Stock, of par value $0.001. There were 7,312,200
(pre-split)  shares  issued  and  outstanding  on July 31, 2000. On September 5,
2000,  we  repurchased  2,400,000 (pre-split) affiliate control shares, reducing
the  total issued and outstanding to 4,912,200. On September 4, 2000 we declared
a  ten  for  one  forward  split  of our common stock. On September 19, 2000 our
4,912,200  pre-split  shares became 49,122,000 shares of common stock issued and
outstanding.  In  2001  on  April  5,  2001 a 2 for 1 forward split was put into
effect,  pursuant  to a mandatory share exchange.  On or about April 5, 2001, we
acquired  100%  of  the issued and outstanding shares of TriLucent Technologies,
Inc.,  ("TTI")  a  private Nevada corporation, for the issuance of 6,400,000 new
investment  shares  of  our common stock. In connection with the transaction, we
changed  our  name  to  TriLucent Technologies Corp. The nominees of the private
corporation  were  elected  to  our  Board of Directors, to replace the existing
directors,  who  resigned  on April 6, 2001.  On April 6, 2001a forward split of
our  common  stock  was  put  into  effect  such that every one share became two
shares.  Also  certain  of  our affiliates agreed to cancel 38,494,000 shares of
our  common  stock  to  facilitate  the acquisition of TTI.  On October 30, 2001
1,000,000  shares  were  issued  for  services  to John Gray for consulting.  On
November  20,  2001  70,000,000  shares  were  issued,  under  rule  144,  for
$1,257,834.00 in outstanding debts.  All shares of Common Stock when issued were
fully  paid  for  and  non-assessable.

Each  holder  of  Common  Stock is entitled to one vote per share on all matters
submitted  for  action by the stockholders. All shares of Common Stock are equal
to each other with respect to the election of directors and cumulative voting is
not permitted; therefore, the holders of more than 50% of the outstanding Common
Stock can, if they choose to do so, elect all of the directors. The terms of the
directors  are  not staggered. Directors are elected annually to serve until the
next  annual  meeting  of  shareholders and until their successor is elected and
qualified.  There  are  no  preemptive  rights to purchase any additional Common
Stock  or  other  securities  of the Registrant. The owners of a majority of the
common  stock  may  also take any action without prior notice or meeting which a
majority  of  shareholders  could  have taken at a regularly called shareholders
meeting,  giving  notice  to all shareholders thereafter of the action taken. In
the event of liquidation or dissolution, holders of Common Stock are entitled to
receive,  pro  rata,  the  assets remaining, after creditors, and holders of any
class  of  stock having liquidation rights senior to holders of shares of Common
Stock,  have  been paid in full. All shares of Common Stock enjoy equal dividend
rights.  There  are  no  provisions  in the Articles of Incorporation or By-Laws
which  would  delay,  defer  or  prevent  a  change  of  control.

 (B)  MARKET  INFORMATION.  Our  Company,  has  one  class of securities, Common
Voting  Equity  Shares ("Common Stock"). The Company's Common Stock is quoted in
the over-the-counter market, on the Bulletin Board ("OTCBB"). To the best of our
knowledge  there  has  been inconsistent trading in our common shares. We face a
sporadic  and  potentially  volatile  trading  market.  Quotations  for,  and
transactions  in,  the  Securities  are capable of rapid fluctuations, resulting
from  the influence of supply and demand on relatively thin volume. There may be
buyers  at  a  time  when  there  are  no sellers, and sellers when there are no
buyers,  resulting  in  significant  variations  of  bid  and  ask quotations by
market-making  dealers,  attempting  to  adjust  changes in demand and supply. A

                                        7
<PAGE>

sporadic market is also particularly vulnerable to short selling, sell orders by
persons  owning no shares of stock, but intending to drive down the market price
so as to purchase the shares to be delivered at a price below the price at which
the  shares  were  sold  short.


Quarter ending     our quarter     high bid     low bid     volume
-------------------------------------------------------------------
Oct 98                 1st             0           0             0
Jan 99                 2nd             0           0             0
April 99               3rd             0           0             0
July 99                4th             0           0             0
Oct 99                 1st             0           0             0
Jan 00                 2nd             0           0             0
April 00               3rd             0           0             0
July 00                4th         18.90       13.75     1,100,000
Oct 00                 1st        34.375       16.75    12,000,000
Jan 01            2nd  (1)         27.50       17.50     2,884,000
April 01               1st         50.00       17.25     3,446,600
July 01                2nd         71.00        4.20     4,159,200
Oct 01                 3rd         14.00         .80       630,000
Jan 02                 4th          1.60         .25        31,000


(1) This second quarter is the effective last quarter of our current fiscal year
by  reason of the transition reported in this transitional report. The foregoing
price  information  is  based  upon  inter-dealer prices without retail mark-up,
mark-down  or commissions and may not reflect actual transactions. The source is
bloomberg.com  and  all  numbers  are  post-split.


     The  market  value  of  non-affiliate  shares  is  calculated  as  follows:

Total I & O         986,576
Affiliate          (569,160)
----------------------------                    $0.25              $104,354
non-affiliate       417,416       Ave. Price per share   Aggregate Market value



 (C)  HOLDERS. Management calculates that the approximate number of shareholders
of  Record  of  the  Company's  Common  Stock,  as  of  January  31,  2002  was
approximately  20  and the number of Beneficial Owners to be approximately 1200.

 (D)  DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do

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<PAGE>

not  anticipate  paying  cash dividends on our Common Stock in the next year. We
anticipate  that any income generated in the foreseeable future will be retained
for  the  development  and  expansion of our business. Future dividend policy is
subject  to  the  discretion  of  the  Board of Directors and will depend upon a
number  of  factors,  including  future  earnings,  debt  service,  capital
requirements,  business  conditions,  the financial condition of the Company and
other  factors  that  the  Board  of  Directors  may  deem  relevant.

(E)  SALES  OF  UNREGISTERED  COMMON  STOCK  -  FISCAL  YEAR ENDED JANUARY 2002.

1.     6,400,000  new  investment  shares  of  common  stock  were issued to the
shareholders  of  TTI, pursuant to section 4(2) of the 1933 Act, around April 6,
2001.

2.     70,000,000  shares  were  issued  for  $1,257,834.00 in outstanding debts
around  November  20,  2001.

     OPTIONS  AND  DERIVATIVE  SECURITIES.  There  are no outstanding options or
derivative securities of this Registrant. There are no shares issued or reserved
which  are subject to options or warrants to purchase, or securities convertible
into  common  stock  of  this  Registrant.

     RISKS  OF  "PENNY  STOCK."  The  Company's common stock may be deemed to be
"penny  stock"  as  that  term  is  defined  in  Reg.  Section 240.3a51-1 of the
Securities  and  Exchange Commission. Penny stock are stocks (i) with a price of
less  than  five  dollars  per share; (ii) that are not traded on a "recognized"
national  exchange;  (iii)  whose  prices are not quoted on the NASDAQ automated
quotation  system (NASDAQ) listed stocks must still meet requirement (i) above);
or  (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer
has  been in continuous operation for at least three years) or $5,000,000 (if in
continuous  operation  for  less  than three years), or with average revenues of
less  than  $6,000,000  for  the  last  three  years.

     Section  15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section  240.15g-2  of  the  Securities  and  Exchange  Commission  require
broker-dealers  dealing  in  penny  stocks to provide potential investors with a
document  disclosing  the  risks of penny stocks and to obtain a manually signed
and  dated written receipt of the document before effecting any transaction in a
penny  stock  for  the  investor's account. Potential investors in the Company's
common  stock  are  urged  to  obtain  and read such disclosure carefully before
purchasing  any  shares  that  are  deemed  to  be  "penny  stock."

     Moreover,  Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires  broker/dealers  in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This  procedure  requires  the  broker-dealer  to  (i)  obtain from the investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii)  reasonably  determine, based on that information,
that  transactions  in  penny  stocks are suitable for the investor and that the
investor  has sufficient knowledge and experience as to be reasonably capable of
evaluating  the  risks  of  penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in  (ii)  above; and (iv) receive a signed and dated copy of
such  statement  from  the  investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance  with  these requirements may make it more difficult for investors in
the  Company's  common  stock  to  resell  their  shares  to third parties or to
otherwise  dispose  of  them.

                                        9
<PAGE>

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

(A)  PLAN  OF  OPERATION.

     1.  HISTORICAL. After the acquisition of TTI on or around April 5, 2001, we
became  a developmental resource company engaged in oil and gas exploration. Our
operations  were  based  upon  the exclusive, worldwide license held by TTI that
housed  certain  technologies that can increase the chance of commercial success
of exploratory drilling for oil and gas from an industry standard of 20% to over
a  50%  success  rate.  The  centerpiece of its technology, Microwave Detection,
consists  of  utilizing airborne remote sensors, which can be used to detect oil
and  gas in the atmosphere leaking to the surface, directly above an underground
oil  and gas accumulation. In addition TTI also records micro-magnetics readings
which  indicates  the  presence  of  magnetic  minerals shallow underground. The
overlap  of these two technologies allows TTI to quickly delineate acreage under
which  oil  and  gas  accumulations  exist.

     During  2001,  TTC  was  responsible  for raising capital for the continued
testing  and  application  of TTI's technologies pursuant to the acquisition and
merger  of  TTI.  Unfortunately,  TTC  was unable to raise sufficient amounts of
capital  for  the  further  development  of TTI's technologies, despite repeated
efforts  in  the  capital  markets.  TTC had been attempting to secure financing
through the placement of equity to private and institutional sources, but due to
the  rapid  deterioration  of the junior capital markets and, in particular, the
technology  sectors,  securing  financing  at  any  level  was  very  difficult.

     2.  MATERIAL  MORE  RECENT EVENTS. Due to the difficulty is raising capital
for  launching  the  technologies  of  TTI,  it was decided upon by the board of
directors  to  rescind  the  acquisition  of TTI. As a further result, we had no
business  or  business  plan  as  of  January  31,  2002.

     We  do not anticipate any contingency upon which we would voluntarily cease
filing  reports  with the SEC, even though we may cease to be required to do so.
It  is  in our compelling interest to report its affairs quarterly, annually and
currently,  as  the  case  may  be,  generally  to  provide  accessible  public
information  to  interested  parties,  and  also  specifically  to  maintain its
qualification  for the OTCBB. We will continue to file required reports and will
begin  the  evaluation of possible future corporate opportunities and may or may
not  find  a  target  within  the  next  twelve  months.

 (B)  CASH  REQUIREMENTS  AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. Under
our  current status we have no substantial cash requirements for the next twelve
months,  for the reason that we anticipate no activity during that period, other
than  compliance  with  our  reporting  requirements  and  finding  a profitable
business  combination.  Our  required management, legal and professional service
requirements  during  the upcoming twelve month period is believed to be capable
of  being  secured  for  deferred payment or payment in new investment shares of
common  stock.  There  is a significant exception to the previous statement. Our
Auditor cannot lawfully or properly be compensated otherwise than by payment for
services  in  cash  as billed by such independent auditor. This significant cash
requirement  is  foreseen  to be not less than $5,000.00 or more than $10,000.00
during the next twelve months. It may be necessary for us to obtain this minimal
funding  by  borrowing, possibly with a guaranty from our officers, directors or
principal  shareholder.  There  is no assurance possible that even these minimal
requirements  for  cash  can be met. The failure to maintain current auditing of
the  corporate  affairs would result in the failure of to meet our intentions to
file periodic reports, voluntarily or otherwise, at the close of our next fiscal
year,  January  31,  2003.  The  expenses  of  our audit, legal and professional
requirements,  may  be  advanced by its management and principal shareholder. No

                                       10
<PAGE>

significant  cash  or  funds  are  required  for Management to evaluate possible
transactions.

     "The  Company  is  a  development  stage  company  as  defined in Financial
Accounting Standards Board Statement No.7. It is concentrating substantially all
of  its  efforts  in  raising  capital and developing its business operations in
order  to  generate  significant  revenues."  We  have  no  present  business or
business  plan other than to seek a profitable business combination, most likely
in  a  reverse  acquisition  or similar transaction. Accordingly, our plan is to
seek  one  or  more  profitable  business combinations or acquisitions to secure
profitability  for  shareholders.  We will eventually concentrate on selecting a
business  combination  candidate.  No  current  fund  raising programs are being
conducted  or  contemplated  before  merger,  acquisition  or  combination  is
announced,  and  then  any  such capital formation would be offered to investors
based  upon  the  assets  and  businesses to be acquired, and not in our present
condition,  without  businesses,  revenues,  or  income  producing  assets.

     In  the  event,  contrary  to  the  expectation  of  management,  that  no
combination  is made within the next twelve to eighteen months, we may be forced
to  effect  some  advances from our Principal Shareholder, for costs involved in
maintenance of corporate franchise and filing reports as may be required. Should
this  become  necessary, the maximum amount of such advances is estimated not to
exceed  $20,000.00.  No  agreement  by  the  Principal  shareholder to make such
advances  is  in  place, and no guarantee can presently be given that additional
funds, if needed, will be available. It is by far more likely that advances will
take  the  form  of  providing services on a deferred compensation basis. Should
further  auditing  be required, such services by the Independent Auditor may not
be  the  subject  of  deferred  compensation.  The expenses of independent Audit
cannot  be  deferred  or compensated in stock or notes, or otherwise than direct
payment  of  invoices  in  cash.


 (C)  DISCUSSION  AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

      (1)  OPERATIONS  AND  RESULTS  FOR  THE  PAST  TWO  FISCAL  YEARS.
<TABLE>
<CAPTION>
<S>                                   <C>           <C>           <C>             <C>
Operations . . . . . . . . . . . . .                 For the 6
                                        For the       months                        Cumulative
                                       year ended      ended        For the year      Total
                                       January 31     July 31       ended July        Since
                                          2002          2002        31, 2000        Inception
-----------------------------------------------------------------------------------------------
 Selected Information
Revenues:. . . . . . . . . . . . . .  $         0   $         0   $     106,956   $   179,619
 Total Revenues. . . . . . . . . . .            0             0         106,956       179,619
General and Administrative . . . . .    1,460,807        13,470         198,948     1,842,438
------------------------------------  ------------  ------------  --------------  ------------
 Total Expenses. . . . . . . . . . .    1,460,807        13,470         198,948     1,842,438
Net (Loss) . . . . . . . . . . . . .   (1,479,963)      (13,470)        (91,992)   (1,681,975)
------------------------------------  ------------  ------------  --------------  ------------
Net Loss per share . . . . . . . . .        (2.86)         (.03)           (.13)        (1.54)
====================================  ============  ============  ==============  ============
Weighted average shares outstanding.      518,365       531,220         717,353     1,089,177
</TABLE>

                                       11
<PAGE>

 (2)  FINANCIAL  CONDITION  FOR  THE  PAST  TWO  FISCAL  YEARS.
<TABLE>
<CAPTION>
<S>                           <C>                <C>
Balance Sheet: . . . . . . .      January 31     January 31
Selected Information . . . .         2002           2001
============================  =================  ==========

Cash and Equivalents . . . .  $              0   $       0
Accounts Receivable. . . . .                 0           0
                            -------------------------------
Current Assets . . . . . . .                 0           0
                            -------------------------------
Total Assets . . . . . . . .                 0           0
                              =============================
Accounts Payable . . . . . .           337,864           0
                              -----------------------------
Total Liabilities. . . . . .           337,864           0
Common Stock . . . . . . . .               922         982
Paid-in Capital. . . . . . .         1,438,719     296,560
Accumulated Deficit. . . . .        (1,777,505)   (297,542)
                            -------------------------------
Total Equity . . . . . . . .          (337,864)          0
                            -------------------------------
Total Liabilities and Equity                 0           0
                              =============================
</TABLE>



     Attention  is  directed to the Notes accompanying our financial statements,
including  but  not  limited  to  the  following  matters:

NOTE 2 - GOING CONCERN. The accompanying financial statements have been prepared
assuming  that  the  Company  will  continue  as a going concern. The Company is
dependent  upon raising capital to continue operations. The financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.  It  is management's plan to raise capital in order to define their
business  operations,  thus  creating  necessary  operating  revenues.

NOTE 3 -DEVELOPMENT STAGE COMPANY. The Company is a development stage company as
defined in Financial Accounting Standards Board Statement 7. It is concentrating
substantially  all of its efforts in raising capital and developing its business
operations  in  order  to  generate  operating  revenues.

(D)  REVERSE  ACQUISITION  CANDIDATE. We are searching for a profitable business
opportunity.  The  acquisition  of  such  an  opportunity could and likely would
result  in some change in control of the company at such time. This would likely
take  the form of a reverse acquisition. That means that we would likely acquire
businesses  and  assets  for  stock in an amount that would effectively transfer
control  of the company to the acquisition target company or ownership group. It
is  called  a  reverse-acquisition  because  it  would be an acquisition by this
Registrant  in  form,  but  would be an acquisition of our company in substance.
Capital  formation  issues  for  the future of our Company would arise only when
targeted  business  or  assets have been identified. Until such time, we have no
basis  upon  which  to  propose any substantial infusion of capital from sources
outside  of  our  circle  of  affiliates.

                                       12
<PAGE>

ITEM  7.  FINANCIAL  STATEMENTS.

     The  Audit  Committee  of this Corporation for this fiscal year consists of
our  Board of Directors. Management is responsible for our internal controls and
the  financial  reporting  process. Our independent auditors are responsible for
performing  an  independent audit of our financial statements in accordance with
generally accepted accounting standards and to issue a report thereon. It is the
responsibility of our Board of Directors to monitor and oversee these processes.
In  this  context the Committee has met and held discussions with management and
the  independent  accountants.  Management recommended to the Committee that our
financial  statements  were  prepared  in  accordance  with  generally  accepted
accounting  principles,  and  the  Committee  has  reviewed  and  discussed  the
financial  statements  with Management and such independent accountants, matters
required  to  be  discussed  by  Statement  on  Auditing  Standards  No.  61
(Communication with Audit Committees). Our independent accountants also provided
to the Committee the written disclosures required by Independence Board Standard
No.  1  (Independence  Discussions  with  Audit  Committees),  and the Committee
discussed  with  the  independent  accountants  that  firm's  independence.

     Based  upon  the Committee's discussions, and review, of the foregoing, the
Committee recommended that our audited financial statements in our Annual Report
on  Form  10-KSB  for the year ended January 31, 2002 be included and filed with
the  Securities  and  Exchange  Commission.

     Please see Exhibit FK-02 for our Audited Financial Statements for the years
ended  January  31, 2002 and 2001. Our Balance Sheet and Statement of Operations
have  been  substantially  reproduced  in  the  preceding  Item  6 and discussed
therein.


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

     None.


The  Remainder  of  this  Page  is  Intentionally  left  Blank

                                    PART III


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


(A)  CURRENT  DISCLOSURE.

     MARK  S.  ZOUVAS,  age 39, is our Chief Executive Officer and currently the
Sole Officer and Director. Mr. Zouvas has a BA from the University of California
at  Berkeley  (Accounting  and  Philosophy).  As  a  staff  auditor  with  Price
Waterhouse,  he  performed  services  for clients in the banking and real estate
industries.  Mr.  Zouvas  has  been  involved  in  various  venture  capital
transactions  over the past ten years.  He was a broker and an accountant in the
state  of  California.  Mr.  Zouvas has served as the Chief Financial Officer of
Power  Exploration, Inc., a publicly traded oil and gas exploration firm located
in  Fort Worth, Texas.  He is also a member of their Board of Directors.  He was
formerly  and  officer and member of the Board Of Directors of eKnowledge Group,
Inc.,  a  publicly  traded online education firm with several offices worldwide.
Mr.  Zouvas  brings  an  increased  experience  level  to  the corporate finance
capability of the Company.  His financial, accounting and banking experience are
well  founded  and  are  a  necessity  in  today's  ever-changing  markets  both
domestically  and  worldwide.

     JERRY  D.  WITTE,  age 48, served as President of the Company from April 6,
2001  and  resigned on November 12, 2001. He has over twenty years experience in
the  oil  and  gas  exploration  industry.  Currently he is the President of FEI
exploration,  an  oil and gas exploration company generating prospect using RRTs
technologies  in  conjunction  with traditional exploration tools.  From 1998 to
1999  he  acted  as  the  Vice President of Exploration for Power Exploration, a
start  up  company  focusing  on  using  risk  reduction  technologies  as recon
exploration tools and then confirming with traditional exploration technologies.
As  VP  of Exploration he conducted research into the science and patents behind
risk  reduction  tools.

     From  1985  to  1998  Mr.  Witte  held  the  following positions with Sonat
Exploration:  From 1997 to 1998 he held the position of Manager of Earth Science
Applications  which  focused  on reducing cost, making better business decisions
and  reducing  risk  of  exploration  achieved  by  using  computers  and  new
technologies.  From  1993  to  1996 he held the position of Manager of Corporate
Exploration  Planning  and  Special Projects, which concentrated on workflow and
exploration strategy analysis, budgeting, short and long-term economic forecast,
presentation  of  technical  sciences  and company data to Directors and the New
York stock analysis community. From 1988 to 1992 he held the position of Manager
of Acquisition Evaluations where he was responsible for property acquisition for
Sonats  initial  phase  of  acquisition  and  field  development, with over $300
million  dollars  spent while more than doubling the companies reserve base. 300
development  wells  were drilled with 90% success.  And from 1986 to 1988 he was
the District Geologist responsible for field mapping for additional development.

     From  1982  to  1985  Mr.  Witte  worked  for Gulf Oil as a Development and
Enhanced  Recovery  Geologist.  Detailed reservoir mapping of highly faulted oil
fields for additional development opportunities. Last well drilled found 90 feet
of  new pay in center of a field with over 500 wells. From 1982 to 1979 he was a
Geologist  for  Reservoirs  Inc.,  where  he used Scanning Electron Microscope &
X-Ray diffraction, identify the minerals that were hindering production. He also
determined  completion  or  remedial  work-over  solutions that would reverse or
control  this  problem.

                                       13
<PAGE>

     GEORGE  D.  HENNESSEY,  age  66,  served  as Director from April 6, 2001 to
August  22,  2001.  He earned his B.S. in Geology at Arizona State University in
1960  and  had a post-graduate education at Brigham Young University in the area
of  Accounting  and  Business  Management.  Since 1977, Mr. Hennessey has been a
consultant  for  Major Mining Companies, Private Corporations, Investment Groups
and  Individuals, relative to mineral exploration, mineral property evaluations,
acquisitions,  and  dispositions. These undertakings were primarily for lode and
placer  occurrences of precious metals and industrial minerals both domestically
and  overseas.  Some  of  the  clients  include:  Bear  Creek  Mining  Company
(Kennecott),  ASARCO, US Borax & Chemical Corp, Pegasus Gold Corporation, Lexham
Sea,  Ltd.,  Columbia  International  Corporation, Christensen Diamond Products,
Alliance  Nuclear  Corporation,  and  Sandpiper  Corporation. Mr. Hennessey made
numerous  contributions to the industry. He discovered the Montoro silver/copper
deposit  in NW Montana. As a consultant, he introduced US Borax to this find. In
turn  the  property  was  staked,  drilled and partially defined. To date, it is
recognized  as  the  largest  silver  ore  reserve in the world, currently being
developed by a major Canadian Mining Company. He discovered, developed and mined
a  small  uranium  deposit  in  SE  Utah,  selling  direct shipping ore to Atlas
Minerals.  He  developed,  mined,  processed  and sold concentrates from a small
tungsten  deposit in Western Montana. He has also been instrumental in compiling
data,  making  property  presentations and assisting in negotiations relative to
the  Kennecott/ASARCO joint venture on the Spar Lake Mine. Efforts culminated in
a  successful  agreement,  ultimate development and production from the nation's
premier  silver  producing  mine.

     DONALD  G.  RUSSELL,  age  65,was  appointed  to  the  Board of Director as
Director  on  August  22,  2001  and resigned on November 12, 2001.  Mr. Russell
currently  is  the Chairman and CEO of Prime Natural Resources, Inc., an oil and
gas  exploration  firm  located  in  Houston.  He  is  the  ex-Chairman of Sonat
Exploration  (NYSE:SNT), which was acquired by El Paso Energy Corp. (NYSE: EPG).
He  is  also the past President of Shell Development (USA), which is currently a
subsidiary  of  BP-Amoco (NYSE:BP).  Mr. Russell currently sits on the boards of
Grant  Geophysical  and  Tidewater,  Inc.

(B)  MATERIAL  MORE  RECENT  EVENTS.

     The  resignation  of  George  D.  Hennessy,  on  August  22,  2001  and the
resignation  of  Jerry  D. Witte and Donald G. Russell on November 12, 2001 were
accepted  with  no  disagreements  with  the  Company  nor  its  officers.


ITEM  10.  EXECUTIVE  COMPENSATION.

Management  has  devoted  only  an  insubstantial amount of time to date, on the
affairs  of  this corporation. No compensation has been accrued or paid to date,
nor  has  any  plan  of  compensation been adopted as of this time. The costs of
doing  business  are  believed  to  be  adequately  reflected  in  our financial
statements,  and  are reflected in the billings to us, by our consultant. Please
refer to Item 12 of this Part III, for more information and disclosure about our
principal  consultant.

     SUMMARY  COMPENSATION, TABLE A. The disclosure of Executive compensation is
provided in the tabular form required by the Securities and Exchange Commission,
pursuant  to  Regulation  228.402.

                                       14
<PAGE>

<TABLE>
<CAPTION>
<S>                  <C>          <C>        <C>         <C>         <C>       <C>      <C>      <C>
                                                                        Long Term Compensation
                                                                   |-----------------------------|
                                       Annual Compensation         |        Awards      | Payouts|
                              |------------------------------------------------------------------|
a . . . . . . . . .  b        |       c            d          e    |     f        g     |   h    |   i    |
----------------------------------------------------------------------------------------------------------|
Name. . . . . . . .                                                          Securities
And . . . . . . . .                                          Other    Restric-   Under-          All Other|
Principal . . . .                                         .  Annual     Ted     Lying             Compen- |
Position. . . . . .                                          Compen-   Stock   Options    LTIP     Sation |
                                    Salary       Bonus     Sation ($)  Awards  SARs (#)  Payouts     ($)  |
                         Year         ($)         ($)                   ($)               ($)             |
----------------------------------------------------------------------------------------------------------|
Mark Zouvas,             2002          0           0            0          0         0      0         0   |
President                2001          0           0            0    120,000 (1)     0      0         0   |
                         2000          0           0            0          0         0      0         0   |
----------------------------------------------------------------------------------------------------------|
</TABLE>


(1)  6,440,000  pre-split,  restricted  common  stock  shares were issued to Mr.
Zouvas  for  compensation  and expenses owed to him totaling $116,015 at a share
price of $.018 on November 28, 2001. The bid price of the Company's common stock
on  that  date  was  $.009.

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

                                    TABLE A/B
                                  COMMON STOCK
                 OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE

-------------------------------------------------------------------------------
Name and Address of Beneficial Owner                       Ownership    Percent
------------------------------------------------------------------------------
Mark Zouvas, President                                      569,160     57.7%
                                                         ----------------------
Jerry D. Witte                                                    0        0
                                                         ----------------------
George D. Hennessey                                               0        0
                                                         ----------------------
Donald G. Russell                                                 0        0
                                                         ----------------------
All Officers and Directors as a Group                             0        0
---------------------------------------------------------======================
Total Shares Issued and Outstanding: for reference only     986,576     100%
-------------------------------------------------------------------------------


(A)  CHANGES  IN  CONTROL.  None.

(B)  MORE  RECENT  EVENTS.  On  or about February 22, 2002, 1,000,000 restricted
shares  were  issued  to Mr. Zouvas for compensation. The shares issued were for
value  of  compensation  calculated  to  be  $180,000.

                                       15
<PAGE>

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     None.

ITEM  13.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND REPORTS ON FORM 8-K.

(A) FINANCIAL STATEMENTS. FK-02 Audited Financial Statements for the years ended
January  31,  2002,  2001  and  from  inception.

(B) FORM 8-K REPORTS. We filed a Current Report on Form 8-K on March 06, 2002 to
announce  the  rescission  of  the  acquisition  of  TTI.

(C)  EXHIBITS.
--------------------------------------------------------------------------------
                                    Exhibit
Number                     Description  of  Exhibit
--------------------------------------------------------------------------------

99     Preliminary  14C  Information Statement  ("PRE 14C") filed on January 22,
2002,  - Shareholder proposal to spin-off the subsidiary of TTI to shareholders.
(Incorporated  by  Reference)

99     Form  8-K  filed  on  March  06, 2002  - Announcing the rescission of the
acquisition  of  TTI.  (Incorporated  by  Reference)

EX.  2     Rescission  Agreement.  - Rescission of the acquisition of TTI, dated
March  1  2002.*

FK-02     Audited  Financial  Statements  for  the years ended January 31, 2002,
2001  and  from  inception.*
--------------------------------------------------------------------------------
*Filed  herewith


                                   SIGNATURES


     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  individual  capacities  and  on  the  date
indicated.
                          TRILUCENT TECHNOLOGIES, CORP.

Dated:  April  30,  2002
                                       By



                                 /s/Mark Zouvas
                                   Mark Zouvas
                            Sole Officer and Director

                                       16
<PAGE>

--------------------------------------------------------------------------------
                                    EXHIBIT 2

                              RESCISSION AGREEMENT
                               Dated March 1 2002

                                     between
                          TriLucent Technologies, Corp.
                                       and
                          TriLucent Technologies, Inc.
--------------------------------------------------------------------------------

                                       17
<PAGE>

                               PLAN OF RESCISSION
                                     BETWEEN
                          TRILUCENT TECHNOLOGIES, CORP.
                             (A NEVADA CORPORATION)
                                       AND
                          TRILUCENT TECHNOLOGIES, INC.
                             (A NEVADA CORPORATION)
              FOR THE PURPOSE OF RESCINDING THE FORMER ACQUISITION


     THIS PLAN is made effective immediately upon signing, to be effective as of
year-end  January  31,  2002. It is dated March 1, 2002, to indicate the form of
the  document  finally  agreed  upon,  by  and  between  the  above  referenced
corporations,  sometimes  referred  to herein as "TLUC" and "TTI", respectively.


                                  I.  RECITALS

A.  THE  PARTIES  TO  THIS  AGREEMENT

     1.  TRILUCENT  TECHNOLOGIES,  CORP. ("TLUC") formerly EditWorks, Ltd., is a
Nevada Corporation having changed its name to TriLucent Technologies, Corp. upon
acquisition  of  TTI.

     2.  TRILUCENT  TECHNOLOGIES,  INC.  ("TTI") is a Nevada Corporation, having
been  acquired  as  a  wholly-owned  subsidiary  of  TLUC.

B.  THE  DECISION  TO  RESCIND.  The  Parties  having  previously agreed to that
certain  Plan  of  Reorganization  by  and among TriLucent Technologies Corp. as
acquirer  and  TriLucent  Technologies, Inc. as Acquiree and the Shareholders of
TriLucent Technologies, Inc., of February 27, 2001; and having therein resolved,
accordingly,  to  the  acquisition  of  TTI by TLUC; and the parties having come
mutually to the realization that the acquisition does not serve their respective
corporate  interests;  now  therefore, the parties have resolved to rescind that
transaction  amicably  by  mutual  agreement.


                II.  PLAN OF RESCISSION AND UNWINDING ACQUISITION

A.  RESCISSION  OF  AGREEMENT:  TLUC and TTI are hereby reorganized for the sole
and  singular  purpose  of rescinding that certain Plan of Reorganization by and
among  TriLucent  Technologies,  Corp.,  as acquirer and TriLucent Technologies,
Inc.  as  Acquiree  and  the  Shareholders  of  TriLucent Technologies, Inc., of
February  27,  2001,  previously  agreed  to  by  the  Parties.

                                       18
<PAGE>

B.  RESTITUTION:  The Parties hereby agree to the following plan of Restitution,
pursuant  to  that  Rescission  of their former relationship, in an amicable and
businesslike  manner,  and  in  good  faith:

     1.  TLUC:  TriLucent  Technologies,  Corp. will transfer to TTI all assets,
patents,  technology  and  rights which may have been acquired, or which were at
any  time  agreed  to  be  acquired.  TLUC  will  abandon  the  name  TriLucent
Technologies,  Inc.,  and  will  refrain  from  the use of that particular name.

     2.  TTI:  TriLucent  Technologies,  Inc.  of Nevada will be restored to its
previous  status; retaining all assets, patents, technology and rights which may
have  been  acquired,  or which were at any time agreed to be acquired. TTI will
release  to  TLUC  its  former name of TriLucent Technologies, Corp. and make no
further  use  of  that  particular  name.

     3.  NO MUTUAL INDEBTEDNESS: Neither Company shall be indebted to the other,
as a part of this Plan of Restitution, and no funds if advanced shall constitute
the subject matter of any claim of restitution or damages. Each Party shall bear
its  own costs, such as may be, in connection with the Unwinding, and each Party
hereby  provides  the other with full and complete release of any and all claims
not  otherwise  provided  for  expressly  herein.

     4.  NO  RESIDUAL  LIABILITIES:  No liabilities of TLUC, not incurred by the
acquired  company  as  a  part  of  the  acquired business, shall be or remain a
liability  of  the  restored Private Company; and no liabilities of the acquired
company  incurred  on  behalf  of,  or  in  connection  with the business of the
acquired  company  shall  be  or  remain a liability of restored Public Company.
References  to  each  company  includes  its  officers, directors, employees and
consultants.

     5.  EXCHANGE  OF  SHARES:  Forthwith  upon  the  effectiveness  hereof,  by
signing  and agreeing to this Plan, the share exchange agreement attached hereto
shall  be effective. Those exchange shares, as issued, are now more particularly
identified  as  follows:

             The Remainder of this Page is Intentionally left Blank

                                       19
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
                        Shares  of  TTI     Shares  of  TLUC     Shares  of TTI      Shares of TLUC
SHAREHOLDER            (pre rescission)     (pre rescission)     (post rescission)   (post rescission)
------------------------------------------------------------------------------------------------------
<S>                    <C>                   <C>                 <C>                 <C>
Mark  Zouvas
President and Director
of TLUC
(former Director of TTI)        1,130               7,216                  0                64,000
------------------------------------------------------------------------------------------------------
Jerry  Witte
President and Director of TTI
(former President and
Director of TLUC)                8,820              56,471              9,500                    0
------------------------------------------------------------------------------------------------------
George  Hennessey
Director  of  TTI
(former Director of TLUC)           50                 314                50                    0
------------------------------------------------------------------------------------------------------
TOTAL:                          10,000              64,000            10,000               64,000
------------------------------------------------------------------------------------------------------
</TABLE>

     6.  EFFECTIVE  DATE:  This Plan of Rescission is made effective January 31,
2002,  for  the  convenience of the Parties in handling accounting and auditing,
and  is  not  intended  by  implication  to  create  any  artificial  default or
inconvenience  of either party. The Plan shall become effective when the Parties
sign  and agree to it, and the steps to effect the Rescission shall then proceed
in  an  orderly  manner,  generally  as  provided  in  the following paragraphs.

     7.  SURVIVING  CORPORATIONS:  Both  the  TLUC  and  TTI  shall  survive the
Reorganization  for  Rescission,  and  shall be responsible for its own internal
affairs,  to  the greatest degree possible, permitted by law and this Agreement,
as  if  no  acquisition  had  ever  taken  place.

     8.  PROVISION  FOR  MANAGEMENT:  Immediately upon the effectiveness of this
Agreement, by signing and assent thereto by the parties, the Boards of Directors
of  the  two  Companies  shall  be  reconstituted  as  follows:

      (a)  The  following  two present Directors of TLUC have resigned corporate
office  of TLUC: Jerry Witte, Director/President, and George Hennessy, Director;
leaving  Mark Zouvas Director/President as Sole Interim Officer and Director, of
TLUC;  Jerry Witte shall become or continue to be the chief Officer and Director
of TTI, and he may designate its Board of Directors as a matter of no concern to
TLUC.

      (b)  Then,  second,  and  as  a matter of no concern to TTI or its retired
Officers,  Mark  Zouvas Director/President as Sole Interim Officer and Director,
shall  be  deemed  to have appointed Special Securities Counsel William Stocker,
attorney  at  law,  as  Special  Securities  Counsel of the reconstituted Public
Company,  and  he may designate its Board of Directors as a matter of no concern
to  TTI.

                                       20
<PAGE>

     9.  DOCUMENTATION  OF  THE  RESCISSION:  All  necessary  and  appropriate
documentation  of the Rescission shall be prepared by Special Securities Counsel
of  TLUC  at  no  expense  to  TTI.  It  is not the intention of this paragraph,
however,  to  contradict  or  qualify the provision that each party bear its own
incidental costs, if any, incurred by such party at such party's initiation, for
doing  what such party deems necessary or proper as a matter of its own internal
concern.

     10.  FURTHER  ASSURANCE,  GOOD FAITH AND FAIR DEALING: the Parties, and the
Directors  of  each  Company  shall  and  will  execute  and deliver any and all
necessary  documents, acknowledgments and assurances and do all things proper to
confirm  or  acknowledge  any  and  all  rights, titles and interests created or
confirmed  herein;  and  both  companies covenant hereby to deal fairly and good
faith  with  each  other  and  each  others  shareholders.

     11.  MUTUAL  NON-DISPARAGEMENT:  the Parties hereby expressly covenant that
they  have no need or reason to, and shall not, disparage or impugn each other's
business  or  personal  reputations, nor their officers, directors, employees or
consultants. The following statement is true and shall not be deemed in conflict
with this covenant: "Cancellation of the acquisition is in the best interests of
existing  shareholders.  The  lack of capital or funding opportunities to launch
the  technologies  of  TTI  would  surely result in operational disappointment."

     12.  MUTUAL  HOLD-HARMLESS:  the  Parties agree that each corporation shall
hold  the  other  harmless  with respect to claims by the shareholders of either
against  the  other.  The  former  and reconstituted TLUC will hold TTI harmless
against  claims  by  shareholders  of  TLUC,  and  TTI  will  hold he former and
reconstituted  TLUC  harmless against claims by shareholders of TTI. The parties
intend  by  this  agreement to completely settle their relationships, as between
each  other, and each other's officers, directors, employees or consultants, and
by  this  covenant  they  so  affirm.


C.  MISCELLANEOUS  PROVISIONS

 1.  This  Agreement  may  be executed simultaneously in two or more counterpart
originals.  The  parties  can  and may rely upon facsimile signatures as binding
under  this Agreement, however, the parties agree to forward original signatures
to  the other parties as soon as practicable after the facsimile signatures have
been  delivered.

 2.  The  Parties  to this agreement have no wish to engage in costly or lengthy
litigation  with each other. Accordingly, any and all disputes which the parties
cannot  resolve  by  agreement  or  mediation,  shall  be  submitted  to binding
arbitration  under  the  rules  and  auspices  of  the  American  Arbitration
Association, as a further incentive to avoid disputes, each party shall bear its
own  costs,  with  respect  thereto,  and with respect to any proceedings in any
court  brought  to  enforce or overturn any arbitration award. This provision is
expressly intended to discourage litigation and to encourage orderly, timely and
economical  resolution  of  any  disputes,  which  may  occur.

 3.  If any provision of this Agreement or the application thereof to any person
or  situation  shall  be  held  invalid  or  unenforceable, the remainder of the
Agreement  and  the application of such provision to other persons or situations
shall  not  be  effected thereby but shall continue valid and enforceable to the
fullest  extent  permitted  by  law.

                                       21
<PAGE>

 4.  No  waiver  by  any  party  of  any occurrence or provision hereof shall be
deemed  a  waiver  of  any  other  occurrence  or  provision.

 5.  The  parties acknowledge that both they and their counsel have reviewed and
revised  this  agreement  and  that the normal rule of construction shall not be
applied  to  cause  the  resolution  of  any  ambiguities  against  any  party
presumptively.  The  Agreement  shall be governed by and construed in accordance
with  the  laws  of  the  State  of  Nevada.

     This Agreement is executed on behalf of each Company by its duly authorized
representatives,  and  attested to, pursuant to the laws of its respective place
of  incorporation  and  in  accordance  with  its  constituent  documents.

TRILUCENT  TECHNOLOGIES,  CORP.               TRILUCENT  TECHNOLOGIES,  INC.
(A  NEVADA  CORPORATION)                      (A  NEVADA  CORPORATION)

                by                                           by

/s/Mark  Zouvas                                   /s/Jerry  Witte
   Mark  Zouvas                                      Jerry  Witte
   PRESIDENT,  DIRECTOR                              PRESIDENT,  DIRECTOR

/s/William  Stocker                               /s/George  Hennessy
   William  Stocker                                  George  Hennessy
   SPECIAL  SECURITIES  COUNSEL                      DIRECTOR

                                       22
<PAGE>

--------------------------------------------------------------------------------
ATTACHMENT
SHARE  EXCHANGE  AGREEMENT
--------------------------------------------------------------------------------

                            SHARE EXCHANGE AGREEMENT


     This  stock  Swap  Agreement  ("Agreement")  is entered into by and between
Jerry  D.  Witte  ("Witte"),  George  Hennessy  ("Hennessey")  and  Mark  Zouvas
("Zouvas")  this  31st  day  of  December,  2001.

WHEREAS,  Zouvas  Witte  and Hennessey were the initial directors of the private
company  Trilucent Technologies, Inc. ("TTI") and of the publicly traded company
TriLucent  Technologies  Corp.  ("TLUC").  TTI,  currently  the  wholly-owned
subsidiary  of TLUC, will be sold to its shareholders and continue as a separate
entity.

     WHEREAS,  Zouvas and Witte and Hennessey intend to swap their shares in TTI
and  TLUC,  respectively,  as  a  condition  to  the  divestiture  of  TTI.

     NOW  THEREFORE,  for  good  and  valuable  consideration,  the  receipt and
sufficiency  of  which  is  hereby  acknowledged,  the parties agree as follows:

1)     Zouvas  makes  the following representations and warranties to TTI, Witte
and  Hennessy:

(a)     Zouvas  has  resigned  as  a  director  of  TTI.
(b)     TLUC has not pledged, hypothecated, optioned or otherwise encumbered any
of  the  stock  of  TTI.
(c)     TTI  is  a  corporation,  duly  organized, validly existing, and in good
standing  under  the laws of the state of Nevada and has the corporate power and
authority  to  carry  on  its  business  as  it  is  now  being  conducted.
(d)     TTI  has  not  commenced  doing  business.
(e)     No action, suit or proceeding has been instituted or has been threatened
against  TTI  before  any  court  or  governmental  or  public  authority.
(f)     TTI does not have any outstanding loan or financial obligations nor does
TTI  have  any  pending  business  operations.
(g)     TTI  has 10,000 shares issued and outstanding and TLUC has 986,576 (post
100  for  1  reverse  split)  issued  and  outstanding  shares.
(h)     Zouvas  is  the  rightful  owner  of  1,130  shares  of  TTI.

2)     Zouvas,  jointly  and severally, covenant and agree to indemnify, defend,
protect  and  hold  harmless  Witte  and  TTI,  from  and after the date of this
Agreement,  from  and  against  any  and  all losses, payments, claims, damages,
liabilities,  obligations,  penalties,  judgments,  awards,  costs,  expenses,
interest,  disbursements  and  any  amounts  due  (including in settlement) as a
result  of  any  and  all  actions,  suits,  proceedings,  demands, assessments,
adjustments  and  investigations  incurred  by  Witte  and TTI as a result of or
arising  from  any breach or inaccuracy of any  representations or warranties of
Zouvas  set  forth  herein.

3)     Witte and Hennessey makes the following representations and warranties to
TLUC  and  Zouvas:

a)     Witte  has  resigned  as  a  director  of  TLUC.
b)     TTI  has  not pledged, hypothecated, optioned or otherwise encumbered any
of  the  stock  of  TLUC.

                                       23
<PAGE>

c)     TLUC  is  a  corporation,  duly  organized, validly existing, and in good
standing  under  the laws of the state of Nevada and has the corporate power and
authority  to  carry  on  its  business  as  it  is  now  being  conducted.
d)     To  Witte's  knowledge, no action, suit or proceeding has been instituted
or  has  been threatened against TLUC before any court or governmental or public
authority.
e)     TTI  has  10,000 shares issued and outstanding and TLUC has 986,576 (post
100  for  1  reverse  split)  issued  and  outstanding  shares.
f)     Witte is the rightful owner of 61,371 shares of TLUC and Hennessey is the
rightful  owner  of  314  shares  of  TLUC.

4)     Witte,  jointly  and  severally, covenant and agree to indemnify, defend,
protect  and  hold  harmless  Zouvas  and  TLUC, from and after the date of this
Agreement,  from  and  against  any  and  all losses, payments, claims, damages,
liabilities,  obligations,  penalties,  judgments,  awards,  costs,  expenses,
interest,  disbursements  and  any  amounts  due  (including in settlement) as a
result  of  any  and  all  actions,  suits,  proceedings,  demands, assessments,
adjustments  and  investigations  incurred  by Zouvas and TLUC as a result of or
arising  from  any breach or inaccuracy of any  representations or warranties of
Witte  set  forth  herein.

5)     Zouvas  agrees  to surrender 1,130 shares in TTI to Witte in exchange for
Witte surrendering to Zouvas 61,371 shares in TLUC. Hennessey will surrender 314
shares  of TLUC to Zouvas for no consideration. No other amounts will be due and
or  payable to or from either party regarding this transaction or any other past
event(s).

6)     This  Agreement  shall  be governed by and interpreted in accordance with
the  laws of the State of Nevada and venue for any dispute shall lie exclusively
in  the  State  Courts of Nevada.  This Agreement contains the full and complete
understanding  of  the  parties  with  respect  to the subject matter hereof and
supersedes  all  prior  representations  and  understandings,  whether  oral  or
written.  If  any  provision  of  this  Agreement  is declared void or otherwise
unenforceable,  such  provision  shall  be deemed to have been severed from this
Agreement, which remaining portion shall remain in full force and effect and the
Agreement  shall  be  interpreted  to  effectuate,  as  closely as possible, the
parties'  intent.  This  Agreement  shall be binding upon and shall inure to the
benefit  of  the  successors  and  assigns of the parties hereto. This Agreement
shall  not  be  construed  either  more favorably for or strongly against either
party.

I      AGREED  AND  ACCEPTED  ON  THIS  DATE,  DECEMBER  31,  2001


          /s/Mark  Zouvas
             Mark  Zouvas


          /s/Jerry  D.  Witte
             Jerry  D.  Witte


          /s/George  Hennessey
             George  Hennessey

                                       24
<PAGE>

--------------------------------------------------------------------------------
                                  EXHIBIT 02-FK

                          AUDITED FINANCIAL STATEMENTS
          FOR THE YEARS ENDED JANUARY 31, 2002, 2001 AND FROM INCEPTION
--------------------------------------------------------------------------------

                                       25
<PAGE>

--------------------------------------------------------------------------------
                       TRILUCENT TECHNOLOGIES, CORPORATION
                           (FORMERLY EDITWORKS, LTD.)
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                            JANUARY 31, 2002 AND 2001
--------------------------------------------------------------------------------

                                       26
<PAGE>

                                 C O N T E N T S


Independent  Auditors'  Report                                3

Balance  Sheets                                               4

Statements  of  Operations                                    5

Statement  of  Stockholders'  Equity                          6

Statements  of  Cash  Flows                                   7

Notes  to  the  Financial  Statements                         8

                                       27
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To  the  Board  of  Directors  and  Stockholders  of
TriLucent  Technologies,  Corporation

We  have  audited  the  accompanying  balance  sheets of TriLucent Technologies,
Corporation  (formerly  Editworks,  Ltd.)  (a  development  stage company) as of
January  31,  2002  and  2001  and  the  related  statements  of  operations,
stockholders' equity and cash flows for the year ended January 31, 2002, for the
six months ended January 31, 2001 and for the year ended July 31, 2000, and from
inception  on  August  20,  1998  through  January  31,  2002.  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  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of  TriLucent  Technologies,
Corporation  (formerly  Editworks,  Ltd.)  (a  development  stage company) as of
January  2002  and 2001 and the results of its operations and cash flows for the
year  ended January 31, 2002, for the six months ended January 31, 2001, for the
year  ended  July 31, 2000 and from inception on August 20, 1998 through January
31,  2002  in  conformity  with  accounting principles generally accepted in the
United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2, the Company's
recurring  operating  losses and lack of working capital raise substantial doubt
about  its ability to continue as a going concern.  Management's plans in regard
to  those matters are also describe din Note 2.  The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.


/s/Chisholm  &  Associates
Chisholm  &  Associates
North  Salt  Lake,  Utah
April  10,  2002

                                       28
<PAGE>

                       TRILUCENT TECHNOLOGIES, CORPORATION
                           (Formerly Editworks, Ltd.)
                          (A Development Stage Company)
                                 Balance Sheets


                 ASSETS

                                                        January  31,
                                                2002                   2001
--------------------------------------------------------------------------------

CURRENT  ASSETS

     Cash                                   $           -          $          -
                                            ------------------------------------

          Total  Current  Assets                        -                     -
                                            ------------------------------------

          TOTAL  ASSETS                     $           -          $          -
                                            ====================================


   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT  LIABILITIES

     Accounts  payable                      $     337,864          $          -
                                            ------------------------------------

          Total  Current  Liabilities             337,864                     -
                                            ------------------------------------

STOCKHOLDERS'  EQUITY

Common  stock,  authorized
100,000,000  shares  of  $0.001  par  value,
issued  and  outstanding  922,576
and  982,440  shares                                  922                   982
Additional  paid  in  capital                   1,438,719               296,560
Deficit accumulated during the
 development stage                             (1,777,505)             (297,542)
                                            ------------------------------------

          Total  Stockholders'  Equity           (337,864)                    -
                                            ------------------------------------

 TOTAL LIABILITIES AND STOCKHOLDER' EQUITY  $           -          $          -
                                            ====================================

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

                                       29
<PAGE>

                       TRILUCENT TECHNOLOGIES, CORPORATION
                           (Formerly Editworks, Ltd.)
                          (A Development Stage Company)
                            Statements of Operations
<TABLE>
<CAPTION>
                                                       For  the
                                      For  the        Six Months             For the
                                    Year Ended           Ended             Year Ended        Cumulative
                                   January  31,         July  31,            July 31,        Total  Since
                                       2002               2001                 2000            Inception
-----------------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>                  <C>                <C>
REVENUES                        $              -    $                -   $       106,956    $         179,619
                                ------------------------------------------------------------------------------
EXPENSES

 General  and  administrative          1,460,807               13,470            198,948            1,842,438
                                ------------------------------------------------------------------------------
          Total  Expenses              1,460,807               13,470            198,948            1,842,438
                                ------------------------------------------------------------------------------
OTHER  INCOME  (EXPENSE)

     Interest  expense                   (19,156)                   -                  -              (19,156)
                                ------------------------------------------------------------------------------

  Total  Other  Income  (Expense)        (19,156)                   -                  -              (19,156)
                                ------------------------------------------------------------------------------

NET  LOSS                       $     (1,479,963)     $       (13,470)    $      (91,992)     $    (1,681,975)
                                ==============================================================================

NET  LOSS  PER  SHARE           $          (2.86)     $         (0.03)    $        (0.13)     $         (1.54)
                                ==============================================================================

WEIGHTED  AVERAGE  SHARES
 OUTSTANDING                             518,365              531,220            717,353            1,089,177
                                ==============================================================================
</TABLE>

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

                                       30
<PAGE>

                       TRILUCENT TECHNOLOGIES, CORPORATION
                           (Formerly Editworks, Ltd.)
                          (A Development Stage Company)
                       Statements of Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                                       Deficit
                                                                                                     Accumulated
                                                                                     Additional      During  the
                                                    Common  Stock                      Paid-In       Development
                                           Shares                   Amount             Capital          Stage
-----------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                    <C>              <C>
Balances  at  August  20,  1998                      -      $               -      $           -    $           -

August  1998  -  common  stock
 issued  to  organizers  for
 organizational  costs,
  valued  at $6,042                          1,208,440                  1,208              4,834                -

January  1999  -  stock  issued  for
 cash  at  $1.25  per  share                   212,400                    212            265,288                -

Net  loss  for  the  year  ended
 July 31, 1999                                       -                      -                  -          (96,550)
                                        --------------------------------------------------------------------------

Balance,  July  31,  1999                    1,420,840                  1,420            270,122          (96,550)

April  2000  -  stock  issued  for
 cash  at  $0.63 per share                      41,600                     42             25,958                -

Net  loss  for  the  year  ended
 July 31, 2000                                       -                      -                  -          (91,992)
                                        --------------------------------------------------------------------------

Balance,  July  31,  2000                    1,462,440                  1,462            296,080         (188,542)

September  2000  -  cancellation
 of  shares                                   (480,000)                  (480)               480                -

September  2000  -  Distribution
 to  shareholders  in  spin-off                      -                      -                  -          (95,530)

Net  loss  for  the  six  months
 ended  January  31,  2001                           -                      -                  -          (13,470)
                                        --------------------------------------------------------------------------

Balance,  January  31,  2001                   982,440          $         982  $         296,560    $    (297,542)
                                        --------------------------------------------------------------------------
</TABLE>

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

                                       31
<PAGE>
                       TRILUCENT TECHNOLOGIES, CORPORATION
                           (Formerly Editworks, Ltd.)
                          (A Development Stage Company)
                 Statements of Stockholders' Equity (Continued)
<TABLE>
<CAPTION>
                                                                                                       Deficit
                                                                                                     Accumulated
                                                                                     Additional      During  the
                                                    Common  Stock                      Paid-In       Development
                                           Shares                   Amount             Capital          Stage
-----------------------------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                    <C>              <C>
Balance,  January  31,  2001                   982,440      $             982      $     296,560    $    (297,542)

February  2001  -  stock  issued
 for  acquisition  of  subsidiary  at
 $15  per  share                                64,000                     64            959,936                -

February  2001  -  cancellation
 of  shares                                   (769,880)                  (770)               770                -

October  2001  -  stock  issued  for
 services  at  $1.00  per  share                10,000                     10              9,990                -

November  2001  -  stock  issued
 for  debt  at  $1.80  per  share              700,000                    700          1,257,134                -

December  2001  -  stock  issued
 for  rounding  of  shares  due  to
 stock  split                                       16                      -                  -                -

January  2002  -  recission  of
 acquisition  of subsidiary                    (64,000)                   (64)        (1,085,671)               -

Net  loss  for  the  year  ended
 January  31,  2002                                  -                      -                  -       (1,479,963)
                                        --------------------------------------------------------------------------

Balance,  January  31,  2002                   986,576          $         922     $    1,438,719    $  (1,777,505)
                                        ==========================================================================
</TABLE>

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

                                       32
<PAGE>

                       TRILUCENT TECHNOLOGIES, CORPORATION
                           (Formerly Editworks, Ltd.)
                          (A Development Stage Company)
                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                              For  the
                                             For  the         Six Months        For the
                                            Year Ended          Ended         Year Ended          Cumulative
                                           January  31,      January  31,      July  31,         Total  Since
                                              2002              2001             2000             Inception
----------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>              <C>              <C>
CASH  FLOWS  FROM  OPERATING
 ACTIVITIES

     Net  loss                            $     (1,479,963)   $     (13,470)   $     (91,992)     $  (1,681,975)
Adjustments  to  reconcile  net  loss
to  net  cash  provided  by  operations
(net  of  acquisition  spin-off):
Shares  issued  for  services                       10,000                -                -             10,000
Shares  issued  for  accrued  interest              19,156                -                -             19,156
Notes  payable  issued  for  expenses            1,042,443                -                -          1,042,443
Depreciation  and  amortization                      1,294            3,443           41,316             70,013
Increase  in  receivables                                -                -          (25,904)           (63,790)
Increase  in  payables                             324,123            9,500           18,435            373,571
Increase  in  advances                                   -                -           32,910             32,910
                                           ---------------------------------------------------------------------

Net  Cash  (Used)  Provided  by
Operating  Activities                              (82,947)            (527)         (25,235)          (197,672)
                                        --------------------------------------------------------------------------
CASH  FLOWS  FROM  INVESTMENT
ACTIVITIES

Cash  acquired  from  subsidiary                     9,070                -                -              9,070
Cash  contributed in distribution                   (1,123)             (53)               -             (1,176)
Purchase  of  equipment                                  -                -             (350)          (176,722)
                                        --------------------------------------------------------------------------

Net  Cash  (Used)  Provided  by
Investing  Activities                                7,947              (53)            (350)          (168,828)
                                        --------------------------------------------------------------------------

CASH  FLOWS  FROM  FINANCING
 ACTIVITIES

     Proceeds from notes payable                     75,000               -                -             75,000
     Issued  common  stock  for  cash                     -               -           26,000            291,500
                                        --------------------------------------------------------------------------

Net  Cash  (Used)  Provided  by
Financing  Activities                                75,000               -           26,000            366,500
                                        --------------------------------------------------------------------------

NET  INCREASE  (DECREASE)  IN
CASH                                                      -            (580)             415                  -
CASH,  BEGINNING  OF  PERIOD                              -             580              165                  -

CASH,  END  OF PERIOD                            $        -    $          -    $         580    $             -
                                                 ================================================================
</TABLE>

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

                                       33
<PAGE>

                       TRILUCENT TECHNOLOGIES, CORPORATION
                           (Formerly Editworks, Ltd.)
                          (A Development Stage Company)
                      Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                              For  the
                                             For  the         Six Months        For the
                                            Year Ended          Ended         Year Ended          Cumulative
                                           January  31,      January  31,      July  31,         Total  Since
                                              2002              2001             2000             Inception
----------------------------------------------------------------------------------------------------------------
<S>                                      <C>               <C>              <C>              <C>

SUPPLEMENTAL  CASH  FLOW
 INFORMATION

     Cash  paid  for  interest            $              -    $           -    $           -      $           -
     Cash  paid  for  income taxes        $              -    $           -    $           -      $           -

NON-CASH  ACTIVITIES

   Shares  issued  for  subsidiary        $        960,000    $           -    $           -      $     960,000
     Shares  issued  for  services        $         10,000    $           -    $           -      $      10,000
     Notes  payable  issued  for
       expenses                           $      1,042,443    $           -    $           -      $   1,042,443
     Shares  issued  for  notes  payable
       and  interest                      $      1,257,834    $           -    $           -      $   1,257,834
</TABLE>

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

                                       34
<PAGE>

                       TRILUCENT TECHNOLOGIES, CORPORATION
                           (Formerly Editworks, Ltd.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                            January 31, 2002 and 2001


NOTE  1  -     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     a.  Organization

TriLucent Technologies, Corporation (formerly Editworks, Ltd.) (the Company) was
incorporated  on  August  20,  1998  under the laws of the State of Nevada.  The
Company  is  currently  engaged  in  the development of a computer-aided editing
service.

     b.  Accounting  Method

     The  Company  recognizes  income  and  expense  on  the  accrual  basis  of
accounting.

     c.  Cash  and  Cash  Equivalents

The  Company  considers  all  highly liquid investments with maturities of three
months  or  less  to  be  cash  equivalents.

     d.  Earnings  (Loss)  Per  Share

The  computation  of earnings per share of common stock is based on the weighted
average  number  of  shares outstanding at the date of the financial statements.

<TABLE>
<CAPTION>
                              Income  (Loss)           Shares              Per Share
                               (Numerator)         (Denominator)            Amount
-----------------------------------------------------------------------------------------
<S>                           <C>                 <C>                  <C>
For  the  year  ended  January  31,
2002:
Basic  EPS:
Income  (loss)  to  common
shareholders                 $     (1,479,963)        518,365          $           (2.86)
                             ============================================================

For  the  six  months  ended
January  31,  2001:
Basic  EPS:
Income  (loss)  to  common
shareholders                 $        (13,470)        531,220          $           (0.03)
                             ============================================================

For  the  year  ended  January  31,
2000:
Basic  EPS
Income  (loss)  to  common
shareholders                 $        (91,992)        717,353          $           (0.13)
                             ============================================================

From  inception  on  August  20,
1998  through  January  31,  2002:
Basic  EPS
Income  (loss)  to  common
shareholders                 $     (1,681,975)      1,089,177          $            1.54)
                             ============================================================
</TABLE>

                                       35
<PAGE>

                       TRILUCENT TECHNOLOGIES, CORPORATION
                           (Formerly Editworks, Ltd.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                            January 31, 2002 and 2001


NOTE  1  -     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     e.  Fiscal  Year  End

     The  Company  has  elected  a  January  31  fiscal  year  end.

     f.  Provision  for  Income  Taxes

No  provision  for  income  taxes  has  been  recorded due to net operating loss
carryforwards  totaling  approximately  $1,777,505  that  will be offset against
future  taxable  income.  These  NOL  carryforwards  begin to expire in the year
2018.  No  tax benefit has been reported in the financial statements because the
Company  believes  there is a 50% or greater chance the carryforward will expire
unused.

Deferred  tax assets and the valuation account is as follows at January 31, 2002
and  2001:
                                              January  31,
                                       2002                 2001
------------------------------------------------------------------------
     Deferred  tax  asset:
          NOL  carryforward     $     533,000          $     68,700
     Valuation  allowance            (533,000)              (68,700)
                                -------------------------------------
     Total                      $           -          $          -
                                =====================================

     g.  Revenue  Recognition

Revenue  from  editing  services  is  recorded  as  services  are  performed.

NOTE  2  -     GOING  CONCERN

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  The  Company  has had recurring
operating  losses  and  is dependent upon financing to continue operations.  The
financial  statements  do not include any adjustments that might result from the
outcome  of this uncertainty.  It is management's plan to raise capital in order
to  pursue  its  business operations, thus creating necessary operating revenue.

NOTE  3  -     DEVELOPMENT  STAGE  COMPANY

The  Company  is  a development stage company as defined in Financial Accounting
Standards  Board  Statement No. 7.  It is concentrating substantially all of its
efforts  in  raising  capital  and  defining  its business operation in order to
generate  significant  revenues.

                                       36
<PAGE>

                       TRILUCENT TECHNOLOGIES, CORPORATION
                           (Formerly Editworks, Ltd.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                            January 31, 2002 and 2001


NOTE  4  -  ACQUISITION  AND  RECISSION  OF  ACQUISITION  OF  SUBSIDIARY

On  February  27,  2001,  the Board of Directors and shareholders of the Company
approved  a  plan of reorganization and acquisition with TriLucent Technologies,
Inc.  (TTI),  a  private Nevada Company.  Pursuant to the agreement, the Company
exchanged  64,000 shares of their common stock for all of the outstanding shares
of  TTI,  increased  the number of shares authorized to 100,000,000, and changed
their  name  to  TriLucent  Technologies,  Corporation.  Also  pursuant  to  the
agreement,  certain  shareholders  of the Company returned 769,880 shares of the
Company's  common  stock  to  facilitate  the  acquisition.

On  January  31,  2002,  the  Board of Directors and shareholders of the Company
approved  a  plan  of rescission  of  the  acquisition  of TTI.  Pursuant to the
agreement,  the  Company  exchanged  the  TTI  shares which were acquired in the
acquisition  for  their  shares  which  were  issued  in  the  acquisition.  The
investment recorded on the date of the acquisition has  been  reversed  and  the
intercompany accounts have been eliminated and recorded through additional  paid
in capital. The January 31,  2002  financial  statements include the  operations
of TTI from February 27, 2001,  the  date  of  acquisition, to January 31, 2002,
the date of the plan of rescission.

NOTE  5  -     REORGANIZATION  AND  SPIN-OFF

On  September  1,  2000,  the Board of Directors and shareholders of the Company
approved a plan of reorganization and spin-off whereby the operations and assets
of  the  Company  were  spun out to NetFilms, Inc., a subsidiary of the Company.
The  shareholders  of the Company were then issued shares in and distributed all
interest  of  NetFilms,  Inc.

NOTE  6  -     STOCK  SPLIT

In  April 2001 and November 2001, the Company completed a forward stock split of
2-for-1  and  a  reverse  split  of  1-for-100,  respectively.  The  financial
statements  have  been  retroactively  restated  for  the  stock  splits.

     In  September  2000,  the  Company  completed  a  forward stock split of of
10-for-1.  The  financial  statements  have  been retroactively restated for the
stock  split.

NOTE  7  -     RELATED  PARTY  TRANSACTIONS

During  the year ended January 31, 2002 and 2001, a corporate shareholder loaned
the  Company  $75,000  and  $25,000,  respectively.  The  shareholder  also paid
expenses  on  behalf  of  the Company of approximately  $880,000 during the year
ended  January 31, 2002.  In November 2001, the Company issued 555,100 shares of
common  stock  in  settlement  of  this debt which included $16,688 of interest.

                                       37
<PAGE>

                       TRILUCENT TECHNOLOGIES, CORPORATION
                           (Formerly Editworks, Ltd.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                            January 31, 2002 and 2001


NOTE  7  -     RELATED  PARTY  TRANSACTIONS  (Continued)

     During  the  year  ended January 31, 2002 and 2001, a corporate shareholder
loaned  the
 Company  $-0-  and  $93,856,  respectively.  The  shareholder  also  paid
approximately  $38,000  of  expenses
 on  behalf  of the Company during the year ended January 31, 2002.  In November
2001,  the  Company
 issued  75,600 shares of common stock in settlement of this debt which includes
$4,247  of  accrued  interest.

     During  the year ended January 31, 2002 and 2001, an officer of the Company
paid  expenses  on  behalf  of  the  Company  of  approximately $-0- and $9,400,
respectively.  In November 2001, the Company issued 4,900 shares of common stock
in  settlement  of  this  debt.

During  the year ended January 31, 2002 and 2001, an officer of the Company paid
expenses  on  behalf  of  the  Company  of  approximately  $111,700  and $4,300,
respectively.  In  November  2001,  the  Company  issued 64,400 shares of common
stock  in  settlement  of  this  debt.

                                       38
<PAGE>