--------------------------------------------------------------------------------
                          TriLucent Technologies, Corp.
                                    PRESIDENT
                                   Jerry Witte
                              24843 Del Prado, #318
                              Dana Point, CA 92629
            (Name and Address of Person Authorized to Receive Notices
          and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
                                 WITH A COPY TO:
                              WILLIAM STOCKER, ESQ
                      34700 Pacific Coast Highway Suite 303
                           Capistrano Beach, CA 92629
                                 (949) 248-9561
                               fax (949) 248-1688
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                                   FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                        Commission File Number:  0-28767

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

                     From July 31, 2001 to January 31, 2001

                          TRILUCENT TECHNOLOGIES CORP.

                            Formerly Editworks, Ltd.

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

24843  Del  Prado  Suite  326    Dana  Point  CA                           92629

telephone  number:                                               (949)  488-0736

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  1/31/01:

the  aggregate  market  value of shares held by non-affiliates was approximately
$3,293,500.00  based  upon  the  closing price of $0.25 per share at January 31,
2001.

the number of shares outstanding of the Registrant's Common Stock was 49,122,000

[]  (Indicate  by  check  mark  whether  if  disclosure  of  delinquent filers (
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  16

                                        1


Introduction                                                                  3

PART  I                                                                       3

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

Item  2.  Description  of  Property                                           5

Item  3.  Legal  Proceedings                                                  5

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders         5

PART  II                                                                      6

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters              6
      (a)  Description  of  Securities                                        6
      (b)  Market  Information                                                6
      (c)  Holders                                                            7
      (d)  Dividends                                                          7
      (e)  Sales  of  Unregistered  Common  Stock  1999-2001                  7

Item  6.  Management's  Discussion  and  Analysis or Plan of Operation        8
      (a)  Plan  of  Operation                                                8
      (c)  Discussion  and  Analysis  of  Financial  Condition  and  Results of
           Operations                                                        10
      (d)  Reverse  Acquisition  Candidate                                   12

Item  7.  Financial  Statements                                              12

Item  8.  Changes  In  and  Disagreements  With  Accountants
          on  Accounting  and  Financial  Disclosure                         12

PART  III                                                                    13

Item  9.  Directors  and  Executive  Officers,  Promoters  and Control Persons;
          Compliance  with  Section  16(a)  of  the  Exchange  Act           13

Item  10.  Executive  Compensation                                           15

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners
           and  Management                                                   15
      (a)  Changes  in  Control                                              16

Item  12.  Certain  Relationships  and  Related  Transactions                16

Item  13.  Exhibits,  Financial Statement Schedules, and Reports on Form 8-K 16
      (a)  Financial  Statements                                             16
      (b)  Form  8-K  Reports                                                16
      (c)  Exhibits                                                          16

                                        2


                                  INTRODUCTION

     This  Report  is filed to advance our fiscal year-end from July 31, 2001 to
January  31,  2001.  We  filed  a  Transition Form 10-QSB for the Quarter ending
January  31, 2001, in order to prevent an interruption in our current reporting.
This  Report  and  that Report, also announces/announced a probable acquisition.

     On  or about September 12, 2000, we effected a ten for one forward split of
our  common  stock;  such  that, the previous 4,912,200 shares became 49,122,000
shares.  Accordingly  post-split  numbers  will  be used throughout this Report.

                                     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).

 (B)  OUR  FORMER  BUSINESS. We had been in the business of operating a computer
aided,  post-production  editing service for various media businesses, using 3-D
capable computer equipment developed by the Stratosphere Digital Editing System.
The  Stratosphere is the only disk-based digital nonlinear video work-station to
feature  real-time,  full-motion  alpha  keys  for  two  independent  3-D  video
channels,  the  equivalent  of  four  video  channels.

                                        3


     On  August  31,  2000,  we  resolved  to distribute ownership of our wholly
operating  subsidiary NetFilms, Inc. to our shareholders: one share of NetFilms,
Inc.  for  every  share  of  Editworks,  Ltd. of record at the close of business
September 1, 2000. As a result, our existing shareholder base was unchanged, and
our  shareholders  became  the  shareholders  of  NetFilms,  Inc.,  a  private
non-trading  Nevada  corporation. This was a related party transaction, in which
immediately  following  the  distribution,  the  shareholders  who  control this
corporation were the shareholders who controlled NetFilms, Inc. For that reason,
we  have  had  no  operations,  assets or liabilities for the past two quarters.


 (C) MATERIAL MORE RECENT EVENTS. 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. A forward split of our common stock was effected such
that every one share became two shares. Certain of our affiliates have agreed to
cancel  38,494,000  shares  of  our  common stock to facilitate the acquisition.

     TriLucent  Technologies,  Inc.  (the  private Nevada company) was formed on
July  28,  2000.  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 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.

                                        4


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

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

(F) COMPETITION. Just as all fame is fleeting, so even cutting edge technologies
face  the  reality  of  new and adapted technologies arising and improving which
change  the  nature  of  any initial market advantage. There are other detection
methods in use, and the arrival of new ones must be regarded as foreseeable. The
detection for oil and gas exploration is a large industry. The traditional tools
used  for  exploration  are  seismic  readings  and  ground based radar systems.
However, the interpretation of the data collected is an important variable for a
successful  discovery.  The  technology used by our Company is an airborne radar
system  accompanied  by  a  database  of  seismic  readings and other geological
information.  Our  interpretation of the data is unique due to the fact that our
radar  system  is airborne, allowing an advantage in the market place. We do not
know  of any other companies with an airborne radar system or similar technology
in  the  industry.

(G)  PLANNED  ACQUISITIONS.  There  are no further acquisitions planned, at this
time.

(H)  EMPLOYEES.  We  had  two  remaining  officers  as  of January 31, 2001. TTI
currently  has  no  employees.

(I)  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.

     None.
                                        5


                                     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.  The  effect  of  this  forward  split,  by category of issuance is
illustrated  with  the  following  table. All shares of Common Stock when issued
were  fully  paid for and nonassessable. 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 Securities may be quoted in
the over-the-counter market, on the Bulletin Board ( OTCBB ). To the best of our
knowledge  there  has  been little or no trading in our common shares. We face a
young,  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
young  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.


     The  Remainder  of  this  Page  is  Intentionally  left  Blank

                                        6


Quarter.  our       high bid  low bid  volume
ENDING .  quarter
-------------------------------------------------
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      .14   2,880,000
Oct 00 .      1st     .34375    .1675  12,000,000
Jan 01 .    2d (1)      .275      .25   8,652,000




(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
finance.yahoo.com


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

                         Total             49,122,000
                         Affiliate        (35,948,000)
                         non-affiliate     13,174,000     0.25     $3,293,500.00


 (C)  HOLDERS.  Management  calculates that the approximate number of holders of
the  Company's  Common  Stock,  as  of  January  31,  2001 was approximately 34.

 (D) DIVIDENDS.  We have not paid any cash dividends on our Common Stock, and do
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 1999-2001. 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 $0.025 per
share. It appears that these shares had been subscribed and paid for in November
of  1999.  These  investors  enjoyed  pre-existing relationships with management
providing  them  access to the kind of information which registration would have
provided.  Their  sophistication was determined by reference to their respective
income,  net  worth  and  previous  investment  experience.  Also, 6,400,000 new
investment  shares of common stock for TriLucent were issued to the shareholders
of  TriLucent,  pursuant  to  section 4(2) of the 1933 Act, on or after April 6,

                                        7


2001,  after  the  date of this Transitional report, and following a further two
for  one  forward  split  of  our  common  stock.

     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.  There  are, as mentioned previously,
1,062,200  eighteen-month  warrants that were exercisable on or before April 15,
2000  and  have  expired.

     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.


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


 (A)  PLAN  OF  OPERATION.  We  had been in the business of operating a computer
aided,  post-production  editing service for various media businesses, using 3-D
capable computer equipment developed by the Stratosphere Digital Editing System.
On  May  24,  2000,  we  reorganized  our  corporation  by placing our operating
business into a newly created and wholly-own subsidiary, NetFilms, Inc., without
change  or  interruption  of  our  operating  business.  On  August 31, 2000, we

                                        8


resolved  to  distribute  ownership  of  our  operating  subsidiary  to  our
shareholders,  one  share of NetFilms, Inc. for every share EditWorks, Ltd. As a
result, out existing shareholder base was unchanged, and our shareholders became
the  shareholders  of NetFilms, Inc., a private Nevada corporation. As a further
result,  we  had  no business or business plan as of January 31, 2000. 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.

(B)  MATERIAL MORE RECENT EVENTS. 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. A forward split of our common stock was effected such
that every one share became two shares. Certain of our affiliates have agreed to
cancel  38,494,000 shares of our common stock to facilitate the acquisition. The
Board of Directors has agreed to accept the cancellation of 38,494,000 shares of
its  common  stock, thus decreasing its outstanding capitalization to 10,628,000
shares  of common stock. The Board of Directors of EDWL has authorized a two for
one  (2:1)  forward-split  of its outstanding common shares, thus increasing its
outstanding  capitalization  to  21,256,000  shares  of  common  stock  upon
effectiveness  of  the  forward  split  and  to 27,656,000 after the issuance of
6,400,000  shares  to acquire TTI. TTI will operate as a wholly owned subsidiary
of  EDWL  and  will  be  provided  funding  by  subsequent private placements of
investment  stock.  TTI  shareholders  are  Jerry  Witte, Mark Zouvas and George
Hennessey,  who  own  9,000  shares,  1,150 shares, and 50 shares, respectively.
These  shares  were  issued  for services rendered and other considerations. TTI
owns  licensing  rights  and  databases.  TTI  has  approximately  $107,000  in
liabilities.  We expect to file financial statements reflecting this acquisition
with  our  next  Quarterly  Report  on  Form  10-QSB.


             The Remainder of this Page is Intentionally left Blank

                                        9


 (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       From          Cumulative
                                      Months        Year          Inception     Total
                                      Ended         Ended         On            Since
                                      January       July 31       August        Inception
                                         31          20 to        July 31
 Selected Information
                                             2000          1999          1999
--------------------------------------------------------------------------------------------
Revenues:. . . . . . . . . . . . . .  $         0   $   106,956   $    72,663   $   179,619
                                      ------------  ------------  ------------  ------------
 Total Revenues. . . . . . . . . . .            0       106,956        72,663       179,619
General and Administrative . . . . .      (13,470)     (198,948)     (169,213)     (381,631)
------------------------------------  ------------  ------------  ------------  ------------
 Total Expenses. . . . . . . . . . .      (13,470)     (198,948)     (169,213)     (381,631)
Net (Loss) . . . . . . . . . . . . .      (13,470)      (91,992)      (96,550)     (202,012)
------------------------------------  ------------  ------------  ------------  ------------
Net Loss per share . . . . . . . . .         (.00)         (.00)         (.00)         (.00)
====================================  ============  ============  ============  ============
Weighted average shares outstanding.   53,122,000    71,735,330    66,617,000    66,503,300
</TABLE>

             The Remainder of this Page is Intentionally left Blank

                                       10


             (2)  FINANCIAL CONDITION FOR THE PAST TWO FISCAL YEARS.

Balance Sheet:. . . . . . . .  January 31    July 31
Selected Information. . . . .          2001        2000
---------------------------------------------------------
Cash and Equivalents. . . . .  $              $     580
-----------------------------  -------------  ----------
Accounts Receivable . . . . .             0      63,790
Current Assets. . . . . . . .             0      64,370
Property and Equipment, Net .             0     117,488
                               -------------  ----------
Other Assets. . . . . . . . .             0     117,488
Total Assets. . . . . . . . .             0     181,858
                               -------------  ----------
Accounts Payable. . . . . . .             0      39,948
                               =============  ==========
Advances (Related Party). . .             0      32,910
Total Liabilities . . . . . .             0      72,858
Common Stock. . . . . . . . .        49,122      73,122
                               -------------  ----------
Paid-in Capital . . . . . . .       248,420     224,420
Accumulated Deficit . . . . .      (297,542)   (188,542)
Total Equity. . . . . . . . .             0     109,000
Total Liabilities and Equity.             0     181,858
                               -------------  ----------

     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-Property  and  Equipment):

                                                        January 31     July 31
                                                           2001          2000
                                    --------------------------------------------
                                    Editing Equipment            0     176,722
                                                            --------------------
                                    Accumulated Depreciation     0     (59,234)
                                    Total Property & Equipment   0     117,488
                                                           =====================

                                       11


(Note 4-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 no longer a candidate for a reverse
acquisition.


                         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 Transitional
Annual Report on Form 10-KSB for the year ended January 31, 2001 be included and
filed  with  the  Securities  and  Exchange  Commission.

     Please see Exhibit FK-01 for our Audited Financial Statements for the years
ended  January  31,  2001  and July 31, 2000. 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

                                       12


                                    PART III


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


(A)  CURRENT  DISCLOSURE.

     J. Dan Sifford, Jr., (63)(President/Director) served through April 6, 2001.
He  grew up in Coral Gables, Florida, where he attended Coral Gables High School
and  the University of Miami. After leaving the University of Miami, Mr. Sifford
formed a wholesale consumer goods distribution company which operated throughout
the  southeastern  United  States  and  all  of  Latin  America.  In 1965, as an
extension  of  the  operations  of  the  original  company,  he  founded Indiana
Corporation  (Indiana),  a  Panamanian  company which was involved in supply and
financing  arrangements  with  many  of  the  Latin  American  Governments,  in
particular,  their  air  forces  and  their  national  airlines.  As  customer
requirements dictated, separate subsidiaries were established to handle specific
activities.  During  each  of  the past five years he has served as President of
Indiasia,  which  serves  only  as  a  holding  company  owning: 100% of Indiana
Aviation  Corp.  (a  company which owns aircraft but has no operations); 100% of
Overseas Aviation Corporation (a company which owns Air Carrier Certificates but
has  no  operations);  50%  of  Robmar International, S.A. (a company operates a
manufacturing  plant  in Argentina and Brazil, but in which Mr. Sifford holds no
office). In addition to his general aviation experience, Mr. Sifford, an Airline
Transport  rated pilot, has twenty two years experience in the airline business,
and is currently the President of Airline of the Virgin Islands, Ltd. a commuter
passenger  airline  operating  in  the  Caribbean,  and  has  been its president
continuously  during each of the past five years. For the past several years Mr.
Sifford has served as United States Managing Director of Intrepid International,
S.A.  a  Panama  Corporation,  providing  consulting  services  to international
private  companies  in  approaching  the  United  States public market place for
products,  financing  and  securities.  Mr.  Sifford is not and has never been a
broker-dealer.  He  has  acted  primarily  as  consultant, and in some cases has
served  as  an  interim  officer  and  director  of  public  companies  in their
development  stage.

     Currently  Mr.  Sifford  is  an  Officer/Director Oasis Entertainment's 4th
Movie  Project,  Inc. (a corporation engaged in the production of and investment
in  entertainment  projects. It is actively engaged in business. Its shares have
never  traded;)  North  American  Security  & Fire (an operating company, in the
business of fire prevention, and the installation of alarm and security systems.
This  company  is  not currently quoted on the OTCBB or NQB Pink sheets, and its
shares  are  not  trading;)

     Jena Minnick-Harry served as our Secretary/Treasurer through April 6, 2001.
She  has  been  working  in the administrative and operations division of motion
picture  production  and  theatrical production for the last four years. She has
been  the  Production  Manager  and  Accountant  for  four  feature  films,  one
documentary,  and  four  infomercials.  She  has  also  been  the  Producer  and
Co-Director  for  three  theatrical  productions.  Ms.  Harry  is  currently the
Operations  and  Production  Manager  for  an  independent  film  company, Oasis
Entertainment  Corp. Her previous business experience includes Hospitality Sales
and  Marketing,  Medical  Equipment  Manufacturer  Marketing, Catering Sales and
Operations and Graphic Design. Ms. Harry has a Bachelors Degree in Marketing and
a minor in Psychology from Johnson & Wales University. As Secretary/Treasurer of
the  Registrant  she will manage all production, supervise marketing activities,
oversee  editing  services,  and be responsible for controlling the payables and
receivables  and  managing  the  day-to-day  operations  of  the  Company.

                                       13


(B) MATERIAL MORE RECENT EVENTS. TTI shareholders were Jerry Witte, Mark Zouvas,
and  George  Hennessey,  who  owned  9,000  shares, 1,150 shares, and 50 shares,
respectively.  They  have  become  our  new  Directors.

     Jerry D. Witte, age 48, 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
Sonat  s  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  workover  solutions  that would reverse or
control  this  problem.

     Mark  Zouvas,  age  38,  is our Chief Financial Officer and a Director. Mr.
Zouvas  has  a  BA from the University of California at Berkeley (Accounting and
Real  Estate).  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  is  also a 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.

                                       14


     George  D.  Hennessey,  age 65, 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.


                        ITEM 10.  EXECUTIVE COMPENSATION.

   There has been no executive compensation during the period of this report.


            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         %
------------------------------------------------------------
J. Dan Sifford Jr. (1)  President . . .  35,948,000    73.18
3131 South West Freeway, #42
Houston TX  77098
------------------------------------------------------------
Jena Minnick-Harry   Secretary. . . . .         -0-     0.00
3 San Bittern
Aliso Viejo CA 92656
------------------------------------------------------------
All Officers and Directors as a Group .  35,948,000    73.18
------------------------------------------------------------
Total Shares Issued and Outstanding:for  49,122,000   100.00
reference only
------------------------------------------------------------

                                       15


(1)  Mr. Sifford and certain other shareholders have agreed to cancel 38,494,000
shares  of  our  common  stock  to  facilitate  the  acquisition  of  TTI.


 (A)  CHANGES  IN  CONTROL.  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. A forward split of our common stock was effected such
that every one share became two shares. There are no other arrangements known to
Registrant,  including  any  pledge by any persons, of securities of Registrant,
which  may  at  a  further  subsequent date result in a change of control of the
Registrant.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None.


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


 (A)  FINANCIAL  STATEMENTS.  Please  see  the  following  Exhibit  Index.

 (B)  FORM  8-K  REPORTS.  None

 (C)  EXHIBITS.

FK-01 Audited Financial Statements for the years ended January 31, 2001 and July
31,  2000,  and  from  inception.

Please  also  refer to our Definitive Information Statement filed on Form 14C on
March  15,  2001.


     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.
                                 EDITWORKS, LTD.

Dated:  April  25,  2001
                                       by

/s/J. Dan Sifford            /s/Jena Minnick-Harry
   J. Dan Sifford               Jena Minnick-Harry
   president/director           secretary/director

                                       16


--------------------------------------------------------------------------------
                                  EXHIBIT 00-FK

                          AUDITED FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED JULY 31, 2000, 1999,
                               AND FROM INCEPTION
--------------------------------------------------------------------------------

                                       17


                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                              Financial Statements
                        January 31, 2001 and July 31, 2000

                                       18


                                 C O N T E N T S



Independent  Auditors'  Report

Balance  Sheets

Statements  of  Operations

Statement  of  Stockholders'  Equity

Statements  of  Cash  Flows

Notes  to  the  Financial  Statements

                                       19


                          INDEPENDENT AUDITORS' REPORT



To  the  Board  of  Directors  and  Stockholders  of
Editworks,  Ltd.

We  have  audited  the  accompanying  balance  sheets  of  Editworks,  Ltd.  (a
Development  Stage  Company)  as  of  January 31, 2001 and July 31, 2000 and the
related  statements  of  operations, stockholders' equity and cash flows for the
six  months  ended  January  31,  2001,  for the year ended  July 31, 2000, from
inception on August 20, 1998 through July 31, 1999, and from inception on August
20,  1998  through  January  31,  2001  .  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  generally  accepted  auditing
standards.  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 Editworks, Ltd. (a Development
Stage  Company)  as of January 31, 2001 and July 31, 2000 and the results of its
operations  and  cash  flows  for the six months ended January 31, 2001, for the
year  ended  July  31,  2000, from inception on August 20, 1998 through July 31,
1999,  and  from  inception  on  August  20,  1998  through  January 31, 2001 in
conformity  with  generally  accepted  accounting  principles.

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 described in 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  20,  2001

                                       20


                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                                  Balance Sheets

                                     ASSETS

                                           January  31,         July  31,
                                               2001                2000
--------------------------------------------------------------------------------

Current  assets
   Cash                                     $          0     $          580
   Accounts  receivable                                0             63,790
                                            --------------------------------
Total  Current  Assets                                 0             64,370
                                            --------------------------------
Property  &  Equipment,  Net                           0            117,488
                                            --------------------------------
      Total  Assets                         $          0     $      181,858
                                            ================================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current  Liabilities
   Accounts  payable  -  related  party               0              39,948
   Advances  -  related  party                        0              32,910
                                            --------------------------------
Total  Current  Liabilities                           0              72,858
                                            --------------------------------

Stockholders'  Equity

   Common  Stock,  authorized
     50,000,000  shares  of  $.001  par  value,
     issued  and  outstanding  49,122,000
     and  73,122,000  shares                     49,122              73,122
   Additional  Paid  in  Capital                248,420             224,420
   Deficit  Accumulated  During  the
     Development  Stage                        (297,542)           (188,542)
                                            --------------------------------
Total  Stockholders'  Equity                          0             109,000
                                            --------------------------------
Total Liabilities and Stockholders' Equity  $         0     $       181,858
                                            ================================

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

                                       21


                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
<S>                                <C>           <C>              <C>              <C>
                                                                     From
                                                     For the       Inception
                                     For the six      Year        on August 20       Cumulative
                                    months ended      Ended       1998 Through         Total
                                    January  31,     July  31,      July  31,          Since
                                        2001           2000           1999           Inception
--------------------------------------------------------------------------------------------------


Revenues                            $         0   $     106,956    $     72,663     $      179,619

Expenses:
   General  and  administrative          13,470         198,948         169,213            381,631
                                    ---------------------------------------------------------------
          Total  Expenses                13,470         198,948         169,213            381,631
                                    ---------------------------------------------------------------
Net  Loss                           $   (13,470)  $     (91,992)  $     (96,550)    $     (202,012)
                                    ===============================================================
Net  Loss  Per  Share               $      (.00)  $        (.00)  $        (.00)    $         (.00)
                                    ===============================================================
Weighted average shares outstanding  53,122,000      71,735,330      66,617,000         66,503,300
                                    ===============================================================
</TABLE>

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

                                       22


                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                        Statement of Stockholders' Equity
<TABLE>
<CAPTION>
<S>                              <C>        <C>                 <C>            <C>
                                                                                         Deficit
                                                                                        Accumulated
                                                                     Additional         During the
                                        Common  Stock                  paid-in         Development
                                  Shares               Amount         capital            Stage
----------------------------------------------------------------------------------------------------


Balances at August 20, 1998               0    $          0      $           0    $            0
Common  stock, issued to
organizers for organizational
costs at valued at $6,042        60,422,000          60,422            (54,380)                0

Stock issued for cash
at $.025 per share               10,620,000          10,620            254,880                 0

Net  loss for the year
ended July 31, 1999                      0                0                  0           (96,550)
-------------------------------------------------------------------------------------------------
Balance,  July  31,  1999       71,042,000           71,042            200,500           (96,550)

Stock issued for cash
at $.025 per share               2,080,000            2,080             23,920                 0

Net  loss for the year
ended July 31, 2000                      0                0                  0           (91,992)
-------------------------------------------------------------------------------------------------
Balance,  July  31,  2000       73,122,000           73,122            224,420          (188,542)

Cancellation  of  shares       (24,000,000)         (24,000)            24,000                 0

Distribution to shareholders
in spin-off                              0                0                  0           (95,530)

Net loss for the six months
ended January 31, 2001                   0                0                  0           (13,470)
-------------------------------------------------------------------------------------------------
Balance, January 31, 2001       49,122,000     $     49,122     $      248,420    $     (297,542)
-------------------------------------------------------------------------------------------------
</TABLE>

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

                                       23


                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
<S>                                    <C>                 <C>            <C>             <C>
                                                                               From        From inception on
                                            For the Six       For the      inception on     August 20, 1998
                                           Months  Ended    Year Ended   August 20, 1998         through
                                            January  31,     July 31,    through July 31,       July 31,
                                               2001            2000            1999               2000
-------------------------------------------------------------------------------------------------------------

Cash  Flows  form  Operating
 Activities:
     Net  loss                          $      (13,470)   $     (91,992)    $     (96,550) $     (202,012)
     Adjustments  to  reconcile
       net  loss  to  net  cash
       provided  by  operations:
       Depreciation  &  Amortization             3,443           41,316            23,960          68,719
       Increase  in  receivables                     0          (25,904)          (37,886)        (63,790)
       Increase  in  payables                    9,500           18,435            21,513          49,448
       Increase  in  advances                        0           32,910                 0          32,910
----------------------------------------------------------------------------------------------------------
Net  Cash  (Used)  Provided  by
 Operating  Activities                            (527)         (25,235)          (88,963)       (114,725)
----------------------------------------------------------------------------------------------------------
Cash  Flows  from  Investment
 Activities:
     Cash  contributed  in distribution            (53)               0                 0             (53)
     Purchase  of  Equipment                         0             (350)         (176,372)       (176,722)
----------------------------------------------------------------------------------------------------------
Net  Cash  (Used)  Provided  by
    Investing  Activities                          (53)            (350)         (176,372)       (176,775)
----------------------------------------------------------------------------------------------------------
Cash  Flows  from  Financing
 Activities:
    Issued  common  stock  for  cash                0           26,000            265,500         291,500
----------------------------------------------------------------------------------------------------------
Net  Cash  (Used)  Provided  by
   Financing  Activities                            0           26,000            265,500         291,500
----------------------------------------------------------------------------------------------------------
Net  increase  (decrease)  in  cash              (580)             415                165               0

Cash,  beginning  of  period                      580              165                  0               0
----------------------------------------------------------------------------------------------------------
Cash,  end  of  period                   $          0  $           580   $            165    $          0
==========================================================================================================
Supplemental  Cash  Flow  Information
  Cash  paid  for  interest                            $             0   $              0    $          0
  Cash  paid  for  income  taxes                       $             0   $              0    $          0
</TABLE>

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

                                       24


                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                        Notes to the Financial Statements
                       January 31, 2001 and July 31, 2000

NOTE  1  -  Summary  of  Significant  Accounting  Policies

     a.  Organization

         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.  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.

     d.  Cash  and  Cash  Equivalents

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

     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 $202,012 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,
2001  and  July  31,  2000
 .
                                          January  31,         July  31,
                                             2001                 2000
                                          -------------------------------------
     Deferred  tax  asset:
        NOL  carrryforward               $     68,700       $     64,100
     Valuation  allowance                     (68,700)           (64,100)
                                         --------------------------------
     Total                               $          0       $          0
                                         ================================

     g.   Revenue  Recognition

           Revenue  from editing services is recorded as services are performed.

                                       25


                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                        Notes to the Financial Statements
                       January 31, 2001 and July 31, 2000

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  -  Property  and  Equipment

           Property  and Equipment consists of the following at January 31, 2001
and  July  31,  2000:

                                         January  31,       July  31,
                                             2001              2000
                                      -----------------------------------
          Editing  Equipment                      0             176,722
          Accumulated  Depreciation               0             (59,234)
                                      ----------------------------------
          Total  Property  &  Equipment           0             117,448

          The  provision  for depreciation is calculated using the straight line
method  over the estimated useful lives of the assets.  Depreciation expense for
the  periods  ended  January 31, 2001 and July 31, 2000 was $3,443 and  $36,403,
respectively.

NOTE  4  -  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.

NOTE  5  -  Equity

    In  August  of  1998 the Company issued 60,422,000 shares of common stock to
organizers  in  exchange  for  organizational  costs  valued  at  $6,042.

    During  January  1999,  the Company issued 10,620,000 shares of common stock
for  cash  of  $265,500.

          During April 2000, the Company issued 2,080,000 shares of common stock
for  cash  of  $26,000.

                  During  September 2000, the Company canceled 24,000,000 shares
of  common  stock.

NOTE  6  -  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  wherein  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  7  -  Stock  Split

          In  September  2000, the Company completed a forward stock split of 10
shares  for each outstanding share.  This report has been prepared showing after
stock  split  shares  from  inception.

                                       26


                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                        Notes to the Financial Statements
                       January 31, 2001 and July 31, 2000

NOTE  8  -  Related  Party  Transactions

   During  the  year  ended  July  31,  1999, Oasis Entertainment Corporation, a
corporation  under  common  ownership, paid expenses on behalf of the Company in
the  amount  of  $59,462.  The  amount  was  reimbursed  to  Oasis Entertainment
Corporation.

     During  the  year  ended  July  31,  1999,  the Company received revenue of
$32,200  from  Oasis  Entertainment 4th Movies Project, Inc. a corporation under
common  ownership.

            At  July  31,  2000 the Company had accounts payable due to Intrepid
International,  Ltd. of $39,948    Intrepid International, Ltd. is a corporation
under  common  control.

        During  the year ended July 31, 2000, the Company received advances from
Intrepid  International,  Ltd.  The  balance  due Intrepid associated with these
advances  at  July  31,  2000  is  $32,910.

NOTE  9  -  Subsequent  Events

        On  April  5,  2001,  the  Company  issued  6,400,000 shares of stock to
TriLucent  Technologies,  Inc.  for 100% of the issued and outstanding shares of
TriLucent  Technologies, Inc., a private Nevada Corporation.  In connection with
this  acquisition,  the  Company  increased  the  number of shares authorized to
100,000,000  and  changed its name to TriLucent Technologies, Inc.  The nominees
of  TriLucent  Technologies,  Inc. were elected to the Board of Directors of the
Company  in  place  of  its former directors, who resigned.  On April 6, 2001, a
forward  split  of  the Company's common stock was effective such that every one
share  became  two  shares.  Certain  affiliates  of  the Company have agreed to
cancel  38,494,000  shares  of  common  stock  of  the  Company  facilitate  the
acquisition.

                                       27