--------------------------------------------------------------------------------
                                 J. Dan Sifford
                                    PRESIDENT
                                 Editworks, Ltd
                              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:
                             KARL E. RODRIGUEZ, ESQ
                     34700 Pacific Coast Highway, Suite 303
                           Capistrano Beach, CA 92624
                                 (949) 248-9561
                               fax (949) 248-1688
--------------------------------------------------------------------------------

                                  FORM 10-K-SB

                       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

                        Commission File Number:  0-28767


                                 Editworks, Ltd.
             (Exact name of Registrant as specified in its charter)

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


24843  Del  Prado  Suite  326  Dana  Point  CA                             92629
(Address  of  principal  executive  offices)                         (Zip  Code)

Registrant's  telephone  number,  including  area  code:         (949)  488-0736

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

Securities  registered  pursuant  to  Section  12(g)  of  the Act:     7,312,200

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  7/31/00

     the  aggregate  number  of  shares held by non-affiliates was approximately
1,317,400.  shares.

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
7,312,200.

[]  (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 15

                                        1
<PAGE>

Introduction                                                                   3

PART  I                                                                        3

Item  1.  Description  of  Business                                            3

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                                                                       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  1999-2000                   7
      (f)  Secondary  Trading                                                  7

Item  6.  Management's  Discussion  and  Analysis or Plan of Operation         9
      (a)  Plan  of  Operation                                                 9
      (b)  Discussion and Analysis of Financial Condition and Results of
           Operations                                                         10
      (c)  Reverse  Acquisition  Candidate                                    11

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                                            14

Item  11.  Security Ownership of Certain Beneficial Owners and Management     14
      (c)  Changes  in  Control                                               15

Item  12.  Certain  Relationships  and  Related  Transactions                 15

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   15
      (a)  Financial  Statements                                              15
      (b)  Form  8-K  Reports                                                 15
      (c)  Exhibits                                                           15

                                        2
<PAGE>

                                  INTRODUCTION

     We  filed  Form  10-SB voluntarily to register our common stock pursuant to
Section  12(g)  of  the Securities Exchange Act of 1934, in order to comply with
the  requirements  of  National Association of Securities Dealers for submission
for  quotation on the Over-the-Counter Bulletin Board, often called  OTCBB . Our
common stock is presently quoted on the OTCBB. The requirements of the OTCBB are
that  the  financial statements and information about the Registrant be reported
periodically to the Commission and be and become information that the public can
access  easily.  This  Registrant  wishes  to  report  and  provide  disclosure
voluntarily,  and will file periodic reports in the event that its obligation to
file  such  reports  is  suspended  under  the  Exchange  Act.

      Our Registration became effective about March 2, 2000. Our fiscal year end
is  July 31. This Report contains information of events occurring after July 31,
2000,  but  during  the  90  days  following  our  year  end.

     We  may be the subject of a  Reverse Acquisition . A reverse acquisition is
the  acquisition  of  a  private  (  Target ) company by a public ( Registrant )
company,  by  which  the  private  company's shareholders acquire control of the
public  company. While no negotiations are in progress, and no potential targets
have  been  identified,  the  business plan of this Registrant is to find such a
target  or  targets,  and  attempt  to  acquire  them  for  stock. While no such
arrangements or plans have been adopted or are presently under consideration, it
would  be  expected  that  a reverse acquisition of a target company or business
would  be  associated  with  some private placements and/or limited offerings of
common  stock of this Registrant for cash. Such placements, or offerings, if and
when  made  or  extended,  would  be  made  with  disclosure and reliance on the
businesses and assets to be acquired, and not upon the present condition of this
Registrant.

                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.


(A)  HISTORICAL  INFORMATION. This Corporation, 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: 6,042,200
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 4,000 shares of common stock and one
warrant  to  purchase up to an additional 4,000 shares of common stock for $0.75
within  eighteen  months of the offering date. This translates to an offering of
1,200,000  shares  and  1,200,000  warrants,  at a per share price of $0.25. The
result  was  that we placed 1,062,000 shares, and a like number of 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.

                                        3
<PAGE>

      (3)  About April 26, 2000, we formally issued an additional 208,000 shares
to four highly sophisticate investors pursuant to Section 4(2) of the Securities
Act  of  1933,  at  $0.125  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 7,312,200 shares of common stock
issued  and  outstanding,  and no other shares, warrants, options or convertible
securities.  All  warrants  expired  unexercised  and  were  no further force or
effect.

(B)  THE  FORMER BUSINESS OF REGISTRANT AND ITS SUBSIDIARIES. 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.

(C)  THE  REORGANIZATION.  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.

(D)  SPIN-OFF.  The following events occurring after July 31, 2000, are reported
as  material  subsequent  events.  On August 31, 2000, we 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.

(E)  SHARE  BUY-BACK.  The  following  events occurring after July 31, 2000, are
reported as material subsequent events. J. Dan Sifford Jr., our former President
and  Director,  owned  (pre-split)  5,994,800  (83.67%)  on  July  31,  2000. On
September 5, 2000, the Officers were empowered and directed to effect a buy-back
and  retirement  of  (pre-split)  2,400,000  shares  of common stock from J. Dan
Sifford,  for  $2,400.00, being par value, the basis upon which such shares were
issued  to  him.  Mr.  Sifford  agreed  and  joined  in  this  corporate action.
Accordingly following the 24,000,000 (post-split) buy-back, the total issued and
outstanding  common  stock,  on  September  6,  2000  and  currently  was and is
4,912,200.

<TABLE>
<CAPTION>
<S>                          <C>        <C>
                             Pre-Split  Post-Split
--------------------------------------------------
Affiliate Founder 4(2). . .  3,594,800  35,948,000
Non-Affiliate Founders 4(2)     47,400     474,000
Investors 504 . . . . . . .  1,062,000  10,620,000
Investors 4(2). . . . . . .    208,000   2,080,000
==================================================
              Total . . . .  4,912,200  49,122,000
--------------------------------------------------
</TABLE>

From  this  point  forth,  in this report, share amounts will be indicated as to
pre-split  and/or  post-split  status,  accordingly.

(F)  FORWARD  SPLIT.  The  following  events  occurring after July 31, 2000, are
reported  as  material subsequent events. On September 4, 2000 we declared a ten

                                        4
<PAGE>

for  one  forward  split  of our common stock. The record date was September 19,
2000.  As  a  result, 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.

<TABLE>
<CAPTION>
<S>             <C>        <C>
                Pre-Split  Post-Split
-------------------------------------
Founders 4(2).  3,642,000  36,420,000
Investors 504.  1,062,000  10,620,000
Investors 4(2)    208,000   2,080,000
=====================================
Total. . . . .  4,912,000  49,120,000
-------------------------------------
</TABLE>

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

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

(I)  COMPETITION.  There  are  no  issues  of competition at this time. For more
information, please see Item 6 of Part II, Management's Discussion and Analysis.

(J)  PLANNED ACQUISITIONS.  There are no planned acquisitions, at this time. For
more  information,  please  see  Item  6 of Part II, Management's Discussion and
Analysis.

(K)  EMPLOYEES.  We  have  two  remaining  officers.

(L)  REVERSE  ACQUISITION  CONTINGENCY.  We may become a candidate for a reverse
acquisition  transaction.  A  mature  and businesslike evaluation of our affairs
require  the  consideration  of the foreseeable possibility of business failure.
Accordingly,  this  Registration  Statement  will  include  a discussion of that
contingency,  which,  although uncertain, and which may not occur. While we have
no  present  plans  to  engage  in  Reverse  Acquisition  transactions,  such
transactions  are possible and forseeable, and for the reason that we are thinly
capitalized,  and  have  no  current  business or business plan. This subject is
further  discussed  in  Item 6 of Part II, Management's Discussion and Analysis,
and  also  Item  5(e)  of  Part  II,  Secondary  Trading.

(M)  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.

                                        5
<PAGE>

                        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.

                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (A)  DESCRIPTION  OF  SECURITIES.  Our  Capital  Authorized  and  Issued.  The
Registrant  is authorized to issue 50,000,000 shares of a single class of Common
Voting  Stock,  of par value $0.001. There were 7,312,200 (pre-split) shares are
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  the  present 4,912,2000. 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

                                        6
<PAGE>

young,  sporadic  and  potentially  volatile trading market. Quotations for, and
transactions  in  the  Securities,  and  transactions  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.

<TABLE>
<CAPTION>
<S>       <C>      <C>       <C>      <C>
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    3.7812     2.75  881,000
---------------------------------------------
</TABLE>


     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
                                -----------------

 (C)  HOLDERS.  Management  calculates that the approximate number of holders of
the  Company's  Common  Stock,  as  of  July  31,  2000  was  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 1999-2000. About April 26, 2000, we
formally  issued  an  additional  208,000  (pre-split)  shares  to  four  highly
sophisticate  investors  pursuant to Section 4(2) of the Securities Act of 1933,
at $0.25 per share. It appears that these 2,080,000 (post-split) 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.

                                        7
<PAGE>

 (F) SECONDARY TRADING. This refers to the marketability to resell shares of our
common stock in brokerage transactions. That marketability is generally governed
by  Rule  144, promulgated by the Securities and Exchange Commission pursuant to
Section  3  of  the  Securities  Act  of  1933.  Securities  which have not been
registered  pursuant  to  the  Securities Act of 1933, but were exempt from such
registration  when  issued,  are generally  Restricted Securities  as defined by
Rule 144(a). The impact of the restrictions of Rule 144 are (a) a basic one year
holding period from purchase; and (b) a limitation of the amount any shareholder
may  sell  during  the  second  year,  as  to  non-affiliates of the Registrant;
however,  as  to  shares  owned by affiliates of the Registrant, the second-year
limitation  of  amounts attaches and continues indefinitely, at least until such
person  has  ceased  to  be  an affiliate for 90 days or more. The limitation of
amounts  is  generally  1%  of  the  total  issued and outstanding in any 90 day
period.  There  were  7,312,200  (pre-split)  73,122,000 (post-split) shares are
issued  and  outstanding  on July 31, 2000. On September 5, 2000, we repurchased
24,000,000  (post-split) affiliate control shares, reducing the total issued and
outstanding  to  the present 49,122,000. Accordingly 1% of this total is 491,220
shares.

     (1)  AFFILIATE  OWNED  SHARES. J. Dan Sifford Jr., our former President and
Director, owned (pre-split) 5,994,800 (83.67%) on July 31, 2000. On September 5,
2000,  the  Officers  were  empowered  and  directed  to  effect  a buy-back and
retirement  of (pre-split) 2,400,000 shares of common stock from J. Dan Sifford,
for  $2,400.00, being par value, the basis upon which such shares were issued to
him.  Mr.  Sifford  agreed  and  joined  in  this  corporate action. Mr. Sifford
continues  to  own  3,594,800  (pre-split)  35,948,000  (post-split)  shares.

     The  consequences of holding control securities are found in the definition
of  underwriter  .  In  its  most basic provision,  2(a)(11) defines the term to
mean  any  person  who has purchased from an issuer with a view to, or offers to
sell  for  an  issuer in connection with, the distribution of any security.   As
used  in  this  [section] the term `issuer' shall includeany person directly or
indirectly  controlling  or controlled by the issuer, or any person under direct
or  common control with the issuer.  In more simple and concise English the term
`Underwriter'  means any person who has purchased from an issuer or an affiliate
with  a  view to, or offers or sells for an issuer or an affiliate in connection
with,  the  distribution  of any security.   Distribution  is not defined in the
statute,  but  is  understood  generally to be synonymous with  public offering.

     It is the view of the Staff of the Commission that, both before and after a
business  combination  or  transaction with an operating entity or other person,
the  promoters  or  affiliates  of  blank  check  companies,  as  well  as their
transferees  are  `underwriters'  of the securities issued. The Staff is also of
the  view  that  the securities involved can only be resold through registration
under  the  Securities Act. Similarly Rule 144 would not be available for resale
transactions  in  this  situation.

     We  have indicated a forseeable Reverse Acquisition Contingency. We have no
present  business  or  business  plan.  We  may be classified as a "blank check"
company  as  defined  in Rule 419, adopted by the Commission pursuant to section
3(b) of the 1933 Act. Accordingly, our Special Securities Counsel is of the view
that  the Affiliate 35,948,000 (post-split) shares are not Restricted Securities
entitled  to reliance on Rule 144 or other normal resale exemption at this time,
and  may  not  be  so  entitled  for  an  indefinite future. In the event of any
acquisition  or  business  combination with an operating entity, these affiliate
shares  will  either  be  (i)  held  for investment pending registration or (ii)
cancelled  and  returned  to  treasury.

     (2)  NON-AFFILIATE  OWNED  SHARES.  Non-Affiliate  Founders  own  474,000
(post-split)  shares  issued  October  15, 1998. These share are about to become

                                        8
<PAGE>

two-years  old,  held continuously by non-affiliates for this period. On October
15, 2000, these share cease to be restricted securities pursuant to Rule 144(k).
Non-Affiliate  investors  own  10,620,000 (post-split) shares issued pursuant to
Rule  504  about November of 1998. These shares are not Restricted Securities as
defined  by  Rule 144(a). About April 26, 2000, we formally issued an additional
208,000  (pre-split)  shares  to  four highly sophisticate investors pursuant to
Section 4(2) of the Securities Act of 1933, at $0.125 per share. It appears that
these 2,080,000 (post-split) shares had been subscribed and paid for in November
of  1999.  On or about November 30, 2000, these non-affiliate shares will be one
year  old,  and subject to resale in limited amounts pursuant to Rule 144(e)(2).

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, the
1,062,200  eighteen  month  warrants  exercisable  on  or before April 15, 2000.

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.  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. 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 resolved to distribute ownership of
our  operating  subsidiary  to  our shareholders, on 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 have no present business or
business  plan.

     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.

      (1)  PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. We have no plan at this
time.

      (2)  CASH REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. None.

      (3)  SUMMARY  OF  PRODUCT  RESEARCH  AND  DEVELOPMENT.  None.

      (4)  EXPECTED  PURCHASE  OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.

      (5)  EXPECTED  SIGNIFICANT  CHANGE  IN  THE  NUMBER  OF  EMPLOYEES.  None.


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

      (1)  OPERATIONS  AND  RESULTS FOR THE PAST TWO FISCAL YEARS. None. We were
incorporated  on  August  20,  1998,  for the purpose of establishing a computer
aided,  post-production  editing service for various media businesses, using 3-D
capable computer equipment developed by the Avid 9000 Digital Editing System. We
had  some  limited  operations during its first fiscal year ended July 31, 1999.
From  inception on August 20, 1998 through July 31, 1999, our first fiscal year,
we  enjoyed  revenues of $72,663, with first-year general and administrative and
total expenses of $169,213, for a net loss of $96,550 ($0.014 per share) for our
first  fiscal  year.

     Our  second  fiscal  year  showed  some  modest  improvement  before events
occurring  after  July  31,  2000. On August 31, 2000, we resolved to distribute
ownership  of  our  operating  subsidiary  to  our  shareholders,  one  share of
NetFilms,  Inc.  for  every  share  of EditWorks, Ltd. As a result, our existing
shareholder  base was unchanged, and our shareholders became the shareholders of
NetFilms,  Inc.,  a  private  Nevada  corporation

                                       10
<PAGE>

      On September 4, 2000 we declared a ten for one forward split of our common
stock.  The  record  date  was  September  19, 2000. As a result, our  7,312,200
pre-split  shares  became  73,122,000  shares  of  common  stock  issued  and
outstanding.


     Our  second  year  operations  are  illustrated  in  the  following  table.

<TABLE>
<CAPTION>
<S>                                    <C>                   <C>         <C>
                                                                          Inception
                                                                          March 26,
                                                                            1999
                                                                              To
 Operations                                       .  Year ended July 31    July 31,
                                                      2000        1999        2000
-----------------------------------------------------------------------------------
Revenues: . . . . . . . . . . . . . .  $           106,956   $  72,663   $ 179,619
 Total Revenues . . . . . . . . . . .              106,956      72,663     179,619
(Expenses): General & Administrative.             (198,948)   (169,213)   (368,161)
 (Total Expenses) . . . . . . . . . .             (198,948)   (169,213)   (368,161)
Net (Loss). . . . . . . . . . . . . .              (91,992)    (96,550)   (188,542)
</TABLE>


      (2)  FUTURE  PROSPECTS. We are unable to predict the ultimate direction of
our  future prospects. It is to be hoped that its arrangement with Reliant would
generate  introductions  and referrals of new business for our editing services.
The  extent  to  which  we  can  project ourself as a true going concern for the
future,  beyond  the  scope  of  our single-customer base, will depend upon this
eventuality.

 (C)  REVERSE ACQUISITION CANDIDATE. A mature and businesslike evaluation of our
affairs  requires  the  consideration  of  certain possible eventualities which,
although uncertain and which may not occur, are none the less the kind of events
we  must  be  consider. It is possible that we will attract sufficient referrals
from  its  service  arrangement with Reliant to provide an incentive to continue
with  our  present  business  plan, to acquire additional equipment and possibly
establish a new and different location for its operations. It is also reasonable
to  consider  that  a  continuing  relationship  with  Reliant  would  result in
Reliant's  becoming  the  substantial owner of all or most all of our equipment,
and  that we may not acquire additional equipment and continue to seek customers
for  it  services  as presently described. In that case we would continue to own
the  diminishing  assets  of royalties from Reliant, but would not be engaged in
generating  new  revenues.

     The logical outcome of the second eventuality would be to seek a profitable
business  opportunity.  The  acquisition of such an opportunity could and likely
would  result  in  some  change in control of our corporation 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  to  the  acquisition target company or ownership
group.  It is called a reverse-acquisition because it would be an acquisition by
us  in  form,  but would be an acquisition of us in substance. Capital formation
issues  for  the future would arise only when targeted businesses or assets have
been  identified.  Until  such  time, we have no basis upon which to propose any

                                       11
<PAGE>

substantial  infusion  of  capital  from  sources  outside  of  our  circle  of
affiliates.


                         ITEM 7.  FINANCIAL STATEMENTS.

     Please see the Exhibit Index found on page 15 of this Report. The financial
statements  listed  therein, attached hereto and filed herewith are incorporated
herein  by  this  reference  as  though  fully  set  forth  herein.


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

     None.


             The Remainder of this Page is Intentionally left Blank

                                       12
<PAGE>

                                    PART III


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

J.  Dan Sifford, Jr., (63)(President/Director) 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  Indasia,  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;)

     During  the  past five years, Mr. James has served as an interim officer or
director of the following public, or semi-public companies: Air Epicurean, Inc.,
All  American  Aircraft, Earth Industries,  Professional Recovery Systems, Inc.,
Richmond  Services, Inc., Telecommunications Technologies, Ltd., Net J. com, and
World  Staffing  II,  Inc.


Jena  Minnick-Harry  is  Secretary/Treasurer  of  the  Registrant.  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

                                       13
<PAGE>

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.


                        ITEM 10.  EXECUTIVE COMPENSATION.

     During  the  current  fiscal  year  we  have  accrued but not paid fees for
services  of  our  officers  and  directors, on a time/fee basis: J. Dan Sifford
(5.50  hours @ $150 = $825); Jena Minnick (5.50 hours @ 125 = $687.50). There is
no plan of compensation or other compensation paid to our officers or directors,
no  stock  awards,  bonuses  or  options.


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

 (A)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  To  the best of our
knowledge  and  belief  the  following  disclosure  presents  the total security
ownership  of  all  persons,  entities  and  groups, known to or discoverable by
Registrant,  to  be  the beneficial owner or owners of more than five percent of
any  voting  class  of Registrant's stock. More than one person, entity or group
could  be  beneficially  interested in the same securities, so that the total of
all  percentages  may  accordingly  exceed  one  hundred  percent of some or any
classes.  Please  refer  to  explanatory  notes  if  any,  for  clarification or
additional  information.  The  Registrant  has  only  one class of stock; namely
Common  Stock.

 (B)  SECURITY  OWNERSHIP OF MANAGEMENT. To the best of our knowledge and belief
the following disclosure presents the total beneficial security ownership of all
Directors  and  Nominees,  naming  them,  and by all Officers and Directors as a
group,  without  naming  them,  of  Registrant,  known  to  or  discoverable  by
Registrant.  More  than  one  person,  entity  or  group  could  be beneficially
interested  in  the  same  securities,  so that the total of all percentages may
accordingly  exceed  one hundred percent of some or any classes. Please refer to
explanatory  notes  if  any,  for  clarification  or  additional  information.

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

<TABLE>
<CAPTION>
<S>                                    <C>         <C>
 Name and Address of Beneficial Owner  Post-Split
                                       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 .  49,122,000   100.00
----------------------------------------------------------
</TABLE>

                                       14
<PAGE>

(1)  Please  see  Item  5(f)  of Part II, Secondary Trading for more information
about  Mr.  Sifford's  ownership  and  restrictions  upon  its  tradeability.


 (C)  CHANGES  IN  CONTROL.  There  are  no  arrangements  known  to Registrant,
including any pledge by any persons, of securities of Registrant, which may at a
subsequent  date  result  in  a  change of control of the Registrant. We are not
presently  searching  for a profitable business opportunity. We may begin such a
search.  The  acquisition  of  such  an opportunity, should one occur in future,
could  and  likely  would  result in some change in control of the Registrant at
such  time.


            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.

--------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
          Audited  Financial  Statements
00-FK     for the years ended July 31, 2000, 1999, and from inception         16
--------------------------------------------------------------------------------


     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:  November  3,  2000

                      by

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

                                       15
<PAGE>

--------------------------------------------------------------------------------
                                  EXHIBIT 00-FK
                          AUDITED FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED JULY 31, 2000, 1999,
                               AND FROM INCEPTION
--------------------------------------------------------------------------------

                                       16
<PAGE>

                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                              Financial Statements
                              July 31, 2000 and 1999

                                       17
<PAGE>

                                 C O N T E N T S


Independent  Auditors'  Report       .                         19

Balance  Sheets                                                20

Statements  of  Operations     .                               21

Statements  of  Stockholders'  Equity                          22

Statements  of  Cash  Flows                                    23

Notes  to  the  Financial  Statements                          24

                                       18
<PAGE>

                          INDEPENDENT AUDITOR'S 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  July  31,  2000  and  1999 and the related
statements of operations, stockholders' equity and cash flows 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 July 31, 2000 .  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  July 31, 2000 and 1999 and the results of its operations
and  cash  flows  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 July
31,  2000  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
Salt  Lake  City,  Utah
August  31,  2000

                                       19
<PAGE>

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

                                     ASSETS

                                                   July  31,       July  31,
                                                     2000            1999
----------------------------------------------------------------------------
Current  assets
   Cash  (Note  1)                              $     580         $     165
   Accounts  receivable                            63,790            37,886
----------------------------------------------------------------------------
Total  Current  Assets                             64,370            38,051
----------------------------------------------------------------------------
Property  &  Equipment,  Net  (Note  3)           117,488           153,541
----------------------------------------------------------------------------
Organizational  Costs                                   0             4,913
----------------------------------------------------------------------------
      Total  Assets                            $  181,858        $  196,505
============================================================================
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current  Liabilities
Accounts payable-related party (Note 6)           39,948             21,513
   Advances  -  related  party  (Note  6)         32,910                  0
----------------------------------------------------------------------------
Total  Current  Liabilities                       72,858             21,513
----------------------------------------------------------------------------
Stockholders'  Equity

   Common  Stock,  authorized
     50,000,000  shares  of  $.001  par  value,
     issued  and  outstanding  7,312,200
     and  7,104,200  shares                        7,312              7,104
   Additional  Paid  in  Capital                 290,230            264,438
   Deficit  Accumulated  During  the
     Development  Stage                         (188,542)          (96,550)
----------------------------------------------------------------------------
Total  Stockholders'  Equity                     109,000            174,992
----------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity    $  181,858         $  196,505
============================================================================
                                       20
<PAGE>

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

                                                                  From inception
                                                       From        On August 20,
                                        For  the     inception  on     20, 1998
                                      Year  Ended  August  20,  1998    through
                                        July 31,   through July 31,    July 31,
                                          2000           1999           2000
--------------------------------------------------------------------------------
Revenues:                            $   106,956    $   72,663      $    179,619

Expenses:
   General  and  administrative          198,948       169,213           368,161
--------------------------------------------------------------------------------
          Total  Expenses                198,948       169,213           368,161
--------------------------------------------------------------------------------
Net  Loss                            $   (91,992)   $  (96,550)     $  (188,542)
================================================================================
Net  Loss  Per  Share                $      (.01)   $     (.01)     $      (.02)
================================================================================
Weighted average shares outstanding    7,173,533      6,661,700        6,917,956
================================================================================

                                       21
<PAGE>

                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                        Statement of Stockholders' Equity

                                                                       Deficit
                                                                     Accumulated
                                                         Additional   During the
                                  Common  Stock            paid-in    Developmen
                               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            6,042,200        6,042             0             0

Stock issued for cash at
$.25 per share                1,062,000        1,062       264,438             0

Net loss for the year ended
July 31, 1999                         0            0             0      (96,550)
--------------------------------------------------------------------------------
Balance,  July  31,  1999     7,104,200        7,104       264,438      (96,550)

Stock issued for cash at
$.25 per share                  208,000          208        25,792             0

Net loss for the year ended
July 31, 2000                         0            0             0      (91,992)
--------------------------------------------------------------------------------
Balance, July 31, 2000        7,312,200     $  7,312    $  290,230  $  (188,542)
================================================================================
                                       22
<PAGE>

                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                            Statements of Cash Flows
                                                                  From inception
                                                            From       On August
                                         For the       inception  on    20, 1998
                                       Year  Ended    August 20, 1998    through
                                          July 31,    through July 31,  July 31,
                                            2000           1999           2000
--------------------------------------------------------------------------------
Cash  Flows  form  Operating
 Activities:
     Net  loss                        $   (91,992)    $   (96,550)   $ (188,542)
Adjustments  to  reconcile
net  loss  to  net  cash
provided  by  operations:
Depreciation  &  Amortization              41,316          23,960         65,276
Increase  in  receivables                 (25,904)        (37,886)      (63,790)
       Increase  in payables               18,435          21,513         39,948
       Increase  in  advances              32,910               0         32,910
--------------------------------------------------------------------------------
Net  Cash  (Used)  Provided  by
 Operating  Activities                    (25,235)        (88,963)     (114,198)
--------------------------------------------------------------------------------
Cash  Flows  from  Investment
 Activities:
      Purchase  of  Equipment                (350)       (176,372)     (176,722)
--------------------------------------------------------------------------------
Net  Cash  (Used)  Provided  by
   Investing  Activities                     (350)       (176,372)     (176,722)
--------------------------------------------------------------------------------
Cash  Flows  from  Financing
 Activities:
     Issued common stock for cash          26,000         265,500        291,500
--------------------------------------------------------------------------------
Net  Cash  (Used)  Provided  by
   Financing  Activities                   26,000         265,500        291,500
--------------------------------------------------------------------------------

Net increase (decrease) in cash               415            165             580

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

                                       23
<PAGE>

                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                        Notes to the Financial Statements
                             July 31, 2000 and 1999

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  July  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 $188,542 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 July 31,
2000  and  1999
 .
                                             July  31,       July  31,
                                             2000              1999
----------------------------------------------------------------------
     Deferred  tax  asset:
        NOL  carrryforward              $     64,100      $     33,000
     Valuation  allowance                    (64,100)          (33,000)
     Total                              $          0      $          0

     g.  Organization  Costs/Change  in  Accounting  Policy

     Organization  expenses  were recorded at cost in August 1998 and were to be
amortized  over  five  years.  However,  during the year ended July 31, 2000 the
Company  adopted  SOP  98-5  and  expensed  the  remaining  balance  of  their
organization  costs  during  that  year.

                                       24
<PAGE>

                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                        Notes to the Financial Statements
                              July 31, 2000 and 1999

NOTE  1  -  Summary  of  Significant  Accounting  Policies  (continued)

     h.   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  -  Property  and  Equipment

           Property and Equipment consists of the following at July 31, 2000 and
1999:

                                              July  31,         July  31,
                                                 2000             1999
-------------------------------------------------------------------------
          Editing  Equipment                   176,722            176,372
          Accumulated  Depreciation            (59,234)          (22,831)
          Total  Property  &  Equipment        117,488           153,541

          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 July 31, 2000 and 1999 was $36,403 and $22,831, 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 6,042,200 shares of common stock to
organizers  in  exchange  for  organizational  costs  valued  at  $6,042.

    During January 1999, the Company issued 1,062,000 shares of common stock for
cash  of  $265,500.

       During  April 2000, the Company issued 208,000 shares of common stock for
cash  of  $26,000.

NOTE  6  -  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.

                                       25
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                                 EDITWORKS, LTD.
                          (a Development Stage Company)
                        Notes to the Financial Statements
                              July 31, 2000 and 1999

NOTE  6  -  Related  Party  Transactions  (continued)

         At  July  31,  2000  and  1999, the Company had accounts payable due to
Intrepid  International,  Ltd.  of $39,948 and $21,513, respectively.   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.

                                       26
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