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

                                   FORM 10-KSB

(x)      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
         1934 (FEE REQUIRED)
         For the fiscal year ended January 31, 2000
                                   ----------------

( )      TRANSACTION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transaction  period from
         ______________________ to ______________________

         Commission File number     0-28571
                                -----------

                       ADVANCED MEDICAL TECHNOLOGIES INC.
              ----------------------------------------------------
                 (Exact name of Company as specified in charter)

           Nevada                                              98-0206212
------------------------------------                ----------------------------
State or other jurisdiction of                        (I.R.S. Employee I.D. No.)
incorporation or organization

Suite 200 - 5925 Airport Road
Toronto, Ontario                                               L4V 1W1
----------------------------------------               -------------------------
(Address of principal executive offices)                      (Zip Code)

Issuer's   telephone  number,   including  area  code  905-405-6280   Securities
registered pursuant to section 12 (b) of the Act:

Title of each share                    Name of each exchange on which registered
       None                                               None
--------------------                   -----------------------------------------

Securities registered pursuant to Section 12 (g) of the Act:

     None
----------------
(Title of Class)

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

   (1)   Yes [X]     No [ ]                    (2)      Yes [X]    No [   ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of the  Company's  knowledge,  in  definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:      $      -0-
                                                                 ------------

State the aggregate  market value of the voting stock held by  nonaffiliates  of
the Company.  The  aggregate  market value shall be computed by reference to the
price at which the stock was sold,  or the average bid and asked  prices of such
stock, as of a specific date within the past 60 days.

<PAGE>

As at January 31, 2000,  the aggregate  market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.


   (THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)

                                 Not applicable

                     (APPLICABLE ONLY TO CORPORATE COMPANYS)

As of January 31, 2000, the Company has 14,197,300 shares of common stock issued
and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of this Form 10-KSB  (eg.,  Part I, Part II,  etc.) into which the  documents is
incorporated:

         (1)      Any annual report to security holders;

         (2)      Any proxy or other information statement;

         (3)      Any prospectus filed pursuant to Rule 424 (b) or (c) under the
                  Securities act of 1933.

NONE

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
<S>              <C>                                                                                <C>
PART 1
                                                                                                    Page

ITEM 1.          DESCRIPTION OF BUSINESS                                                               4

ITEM 2.          DESCRIPTION OF PROPERTY                                                               4

ITEM 3.          LEGAL PROCEEDINGS                                                                     5

ITEM 4.          SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS                                   5

PART II

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

ITEM 6.          MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                             5

ITEM 7.          FINANCIAL STATEMENTS                                                                  8

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

PART III

ITEM 9.          DIRECTORS,  EXECUTIVE OFFICERS,  PROMOTERS, AND CONTROL PERSONS,  COMPLIANCE WITH
                 SECTION 16(a) OF THE EXCHANGE ACT                                                      8

ITEM 10.         EXECUTIVE COMPENSATION                                                                11

ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT                         12

ITEM 12.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                        13

PART IV

ITEM 13.         EXHIBITS                                                                              14
</TABLE>

<PAGE>

                                     PART 1

--------------------------------------------------------------------------------
                         ITEM 1. DESCRIPTION OF BUSINESS
--------------------------------------------------------------------------------

     The Company has been in business since it's date of incorporation, February
3, 1999.  The Company's  articles of  incorporation  currently  provide that the
Company is authorized  to issue  200,000,000  shares of common stock,  par value
$0.001  per  share.  As  at  January  31,  2000  there  were  14,197,300  shares
outstanding.

     The  Company  will  establish  a  multimedia  Internet  based,  interactive
communications  network providing health care industry manufacturers with access
to key case  managers  representing  over 200 managed care  companies and health
maintenance organizations (HMOs) throughout the United States.

     The goal of the  Company is to provide a virtual  health  care  information
clearinghouse  for  introducing  and educating  health care providers on leading
edge pharmaceuticals and technologies  available from health care manufacturers.
With the rising cost of health care, the most efficient way for case managers to
achieve  reductions is to be informed  about new and  cost-effective  procedures
available from the manufacturers.  Many new procedures not only reduce immediate
costs but also the costs  associated  with post  operative  care,  and  personal
patient recovery.

     Traditionally,  case managers are deluged with printed material in the mail
and by facsimile of new health care technologies, and must spend a great deal of
time  sifting  through  material  searching  for  items of  interest.  Likewise,
information  that may be of interest can be  overlooked or not  accessible  when
needed. Once the AMT network is activated,  it will offer manufacturers the fast
track to case managers,  by providing a fully  searchable,  indexed  database of
available  leading-edge  pharmaceuticals  and technologies via a secure Internet
connection in their desktop or laptop  computer.  This  educational  advertising
vehicle will be called AMTneT.

     The Company  will provide a safe and secure  Internet  host  allowing  case
managers to search for new  pharmaceuticals  and technologies  using keywords or
key phrases,  view live and recorded  video  programs  demonstrating  technology
procedures,  review product monographs, e-mail questions directly to the medical
professional  associated  with a specific  procedure,  and  participate  in live
interactive one-on-one or group discussions.

     The AMT network  offers  manufacturer-advertisers  three  unique  benefits.
First, it provides advertising and promotional material specifically targeted to
the managed care decision  makers - the case managers.  Second,  the delivery of
this advertising is accomplished through a familiar,  common-place  technology -
the  personal  computer.  The third  benefit  is that it  provides  maximum  and
immediate  interactivity  between the  manufacturer-advertiser  and the decision
maker with minimal cost and resources.

--------------------------------------------------------------------------------
                        ITEM 2. DESCRIPTION OF PROPERTIES
--------------------------------------------------------------------------------

The Company does not own any property at present.


                                       4
<PAGE>

--------------------------------------------------------------------------------
                            ITEM 3. LEGAL PROCEEDINGS
--------------------------------------------------------------------------------

There are no legal  proceedings  to which the Company is a party or to which its
property is subject, nor to the best of management's  knowledge are any material
legal proceedings contemplated.

--------------------------------------------------------------------------------
          ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
--------------------------------------------------------------------------------

No matters were  submitted to a vote of  shareholders  of the Company during the
fiscal year ended January 31, 2000.


                                     PART II

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

During  the past  year  there has been no  established  trading  market  for the
Company's  common  stock.  Since its  inception,  the  Company  has not paid any
dividends on its common stock,  and the Company does not anticipate that it will
pay dividends in the foreseeable  future. As at January 31, 2000 the Company had
40 shareholders;  three of these  shareholders are officers and directors of the
Company.

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

The  Company  will   establish  a   multimedia   Internet   based,   interactive
communications  network allowing health care industry manufacturers to advertise
their innovative FDA approved  products to key case managers,  representing over
200  managed  care  companies  and  health  maintenance   organizations   (HMOs)
throughout  the  United  States.   Refer  to  the  Company's  Internet  site  at
www.txsave.com .

     The goal of the  Company is to provide a virtual  health  care  information
clearinghouse   that  will  introduce  and  educate  health  care  providers  on
leading-edge   pharmaceuticals  and  technologies  available  from  health  care
manufacturers.   Manufacturers   may  showcase  or  advertise   their  products,
procedures,  and  techniques  in several  ways.  These include live and recorded
video  programs  demonstrating  technology  and  procedures,  product  monograph
libraries,   banner   advertising  with  direct  links  to  manufacturers,   and
participation in live interactive one-on-one or group discussions.


                                       5
<PAGE>

     From  a  state-of   -the-art   Internet  video  studio,   health   industry
manufacturers  can  address  and target  their  important  messages  and product
demonstrations  to industry  decision  makers using  prerecorded and live video,
with simultaneous  on-line question and answer "chat"  capability.  Through this
system,  case managers will be able to view new products and surgical procedures
on their own  computers and have their  questions  answered by an expert in real
time.

     Once the AMT network is  activated,  it will offer  manufacturers  the fast
track to case  managers by  providing a fully  searchable,  indexed  database of
available  leading-edge  pharmaceuticals  and technologies via a secure Internet
connection on their desktop or laptop  computer.  This  educational  advertising
vehicle will be called AMTneT.

     The  Company  will  provide  a safe  and  secure  Internet  host  for  both
manufacturer and HMO case manager alike.

     The AMT network  offers  manufacturer-advertisers  three  unique  benefits.
First, it provides advertising and promotional material specifically targeted to
the managed care decision  makers - the case managers.  Second,  the delivery of
this advertising is accomplished through a familiar,  common-place  technology -
the  personal  computer.  The third  benefit  is that it  provides  maximum  and
immediate  interactivity  between the  manufacturer-advertiser  and the decision
maker with minimal cost and resources.

The Company's Technology

     The Company will utilize a safe and secure  Internet  host  environment  to
achieve an effective and cost  efficient  service for all of its users. A secure
environment means one where all users can equally share and exchange information
without the concern of personal  information  being  exploited  or profiled  for
purposes beyond the originator's intended application.  A safe environment means
one where more than adequate firewalls are engaged and routine security programs
are initialized to combat computer viruses and cyber hackers.

     Users will connect to AMTneT through several dial-up portals.  They may use
any dial-up mode  available,  including  but not limited to 28.8, 56 or ISDN for
easy access to our network.  From the users standpoint,  most personal computers
will already have all the necessary  software and hardware required to make full
use of our network. The basic configuration required would be; a colour monitor,
32MB RAM, 28.8K modem or better,  an Audio/Video card, and an Internet browser -
specifically  Netscape 4.0 or better,  or Internet  Explorer 4.0 or better.  Our
dial-up network will support  Macintosh System 7 and OS, Microsoft  Windows 3.1,
95 and 98 operating  environments.  Utilizing high speed dedicated  connections,
users will be assured of a pure,  safe  connection,  free of busy signals,  hang
time, and  disconnects.  The network will initially run on three  redundant DEDA
dedicated servers.

     Live,  interactive  video  programming  will be initiated from our Internet
video studio. The studio will utilize three  state-of-the-art  digital computers
to ensure full  3-dimensional  video,  with a fourth  camera to be available for
back-up. Likewise,  prerecorded video programming will also be made available on
our  network.  Utilizing  leading  technologies  such as Real  Audio,  Shockwave
multimedia animation, video streaming, interactive chat utilities, and push-pull
technology  we have the  blueprint  for  successful  integration  to  stand  and
deliver.

Market Analysis and Plan of Operation

     The Company and its medical  colleagues have developed  relationships  with
twelve leading medical technology  manufacturers  whose products reduce the cost
of medical treatment by up to 50% by either eliminating or reducing the need for
hospitalization.


                                       6
<PAGE>

     More than 700 health industry manufacturing  companies are in a $40,000,000
marketplace;  all  spending  $12,000,000  annually to persuade  prospects to buy
their products and services.  Yet, reimbursement decisions affecting 110 million
lives are largely shaped by 17,000 case managers representing over 1,000 managed
care companies and HMOs who are increasingly difficult to reach with traditional
methods.  The manufacturers  need a medium that will provide  targeted,  direct,
unfiltered,  interactive  communication  with  case  managers  and key  decision
makers. The Issuer has the technology and expertise to do this safely, securely,
and cost effectively through the Internet.

     HMOs and the manufacturers would sign service contracts that are renewable.
Thus,  the viewer and sponsor  contracts  are for  matching  3-year  periods (to
permit sponsor identification with the initiative) and are renewed automatically
with  penalties for early  cancellation.  Sponsor  contracts  guarantee  product
category exclusivity. Viewing sites must represent a minimum of insured lives.

     Due to the intricate service  structure,  general complexity of operating a
service such as this, and the custom integration of Internet  technology,  there
are currently no  competitors in the  marketplace or on the near horizon.  It is
also our belief that once our network is activated,  that there will really only
be room for one company,  the Issuer, to provide this service. In reality,  HMOs
cannot  afford to provide or have their case  managers  spend  valuable time and
resources juggling between Internet information services.  This ensures that the
Issuer will have a proprietary network.

     The Company will use a direct sales approach,  supported by a telemarketing
effort to market its  service.  This sales effort would be focused on two target
markets:

         1) Manufacturers of Pharmaceuticals  and Medical Technology
The desired market in this group are those  manufacturers  that have  identified
HMOs as one of their target markets.

         2) HMOs and Case Managers
Having received the full support of the National Case Managers  Association,  we
believe that this will expedite  bringing  onboard most of the targeted HMOs and
related case managers.

Liquidity and Capital Resources

As at  January  31,  2000,  the  Company  had  $661 of  assets,  and  $5,401  of
liabilities,   including  cash  or  cash  equivalents  amounting  to  $661.  The
liabilities  of $5,501  consist of amounts  accrued  for audit,  accounting  and
transfer agent fees of $4,401 and amounts due to a director of $1,000.

The  Company  has no  contractual  obligations  for  either  lease  premises  or
employment  agreements  and has made no  commitments to acquire any asset of any
nature.

Results of Operations

The Company has not as yet commenced operations.


                                       7
<PAGE>

--------------------------------------------------------------------------------
                          ITEM 7. FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

The  financial  statements  of the Company are included  following the signature
page to this Form 10-KSB.

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

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

From inception to date, the Company's principal  accountant is Andersen Andersen
& Strong,  L.C. of Salt Lake City,  Utah.  The firm's report for the period from
inception to January 31, 2000 did not contain any adverse opinion or disclaimer,
nor  were  there  any  disagreements   between   management  and  the  Company's
accountants.

                                    PART 111

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

The  following  table sets forth as of January  31,  2000,  the name,  age,  and
position of each of the executive  officers and directors and the term of office
of each director of the Company.

<TABLE>
<CAPTION>
                                                                                              Term as
                                                                                              Director
              Name               Age                     Position Held                         Since
              ----               ---                     -------------                         -----
<S>                              <C>          <C>                                               <C>
     David Luciuk                55           President and Director                            1999

     Philip Yee                  26           Secretary Treasurer                               1999

     David Zosiak                34           Director                                          1999
</TABLE>

Each  director  of the  Company  serves  for a term of one  year and  until  his
successor  is elected  at the  Company's  annual  shareholders'  meeting  and is
qualified,  subject to  removal  by the  Company's  shareholders.  Each  officer
serves,  at the pleasure of the board of  directors,  for a term of one year and
until his  successor  is elected at the annual  general  meeting of the board of
directors and is qualified.

Set  forth  below is  certain  biographical  information  regarding  each of the
Company's executive officers and directors.


                                       8
<PAGE>

DAVID LUCIUK  graduated from high school in Ontario before  accepting a position
as a chartered accountant student with the firm of Winspear,  Higgans, Stevenson
and Doane.  In 1967,  after three years with  Winspear,  Higgans,  Stevenson and
Doane and  obtaining  his degree as a chartered  accountant,  Mr.  Luciuk took a
position with IBM Canada until 1972. In 1972, he became  Controller for Dominion
Stores and subsequently worked in various positions with Dominion Stores such as
Director  of  Corporate  Planning,  Executive  Assistant  to the  President  and
Director of Auditing.  In 1985, Mr. Luciuk started his own consulting firm, D.M.
Luciuk & Associates offering various consulting  services to industry.  In 1987,
he became Vice  President  of Finance and  Corporate  Development  for  Mayfield
Property Management Inc.,  previously a subsidiary of Cadillac Fairview. In 1994
Mr. Luciuk became Vice President of Corporate  Development for Canada All Sports
Complexes  Inc.  In  1995  he  became  and  still  is an  independent  financial
consultant.

DAVID ZOSIAK graduated from Centennial Secondary School in 1981 and subsequently
attended  Douglas  College  where  he  obtained  a  marketing  diploma  in 1984.
Subsequent to graduation he became employed with McDermid St. Lawrence  Chisholm
Ltd.,  a  brokerage  house  in  Vancouver,  Canada  where he  worked  as a sales
assistant. From 1991 to 1994 he was employed by Esso Avitat as a driver for fuel
trucks and other  assorted  assignments.  In 1994,  he was  employed  by Georgia
Pacific  Securities  as a  stockbroker  before  changing  firms  and  moving  to
Wolverton  Securities in 1995 where he worked with a national and  international
clientele  to achieve  their  financial  portfolio  goals.  In 1997 he became an
investors relations consultant who liased with shareholders regarding the status
of their investments.

PHILIP YEE was born in Vancouver,  British  Columbia in 1963.  Having  graduated
from high school he attended the  University  of British  Columbia and graduated
with a Bachelor of  Commerce  degree in 1986 before  attending  City  University
where he  obtained a Masters  of  Business  degree in 1989.  In 1991 he became a
member of the Institute of Certified General Accountants of British Columbia. In
1996 he obtained his degree as a Certified Public Accountant from the Washington
State Board of Accountants and subsequently became a member of trhe Institute of
Internal  Auditors.  During his entire  educational  period,  Mr. Yee worked for
various companies as follows:

<TABLE>
<CAPTION>
                                Type of             Years of
Name of Company                 Business            Employment          Position            Location
---------------                 --------            ----------          --------            --------
<S>                             <C>                 <C>                 <C>                <C>
Augusta Corporation             Mineral             1997-1999           Controller          Vancouver, BC

Can-Chi Group of                Venture             1992-1997           Accountant          Vancouver, BC

Canadian Connection             Investments         1990-1992           Accountant          Vancouver, BC
</TABLE>

Mr. Yee has not been an  officer  or  director  of a public  company  other than
Sweetbriar Corporation, a corporation listed on the OTC Bulletin Board presently
under the name of Dippy  Foods  Inc.  Mr.  Yee is no longer a  director  of that
company and is not a director or officer of any


                                       9
<PAGE>

other OTC  Bulletin  Board  company  other than if the Company  becomes a quoted
company on the Pink Sheets.

Mr. Philip Yee was the incorporating director of the Company.

To the knowledge of management, during the past five years, no present or former
director,  executive  officer or person  nominated  to become a  director  or an
executive officer of the Company:

(1)      filed a  petition  under  the  federal  bankruptcy  laws  or any  state
         insolvency  law, nor had a receiver,  fiscal  agent or similar  officer
         appointed by the court for the business or property of such person,  or
         any  partnership  in which he was a general  partner  at or within  two
         years before the time of such filings;

(2)      was  convicted in a criminal  proceeding  or named subject of a pending
         criminal  proceeding  (excluding  traffic  violations  and other  minor
         offenses);

(3)      was the  subject of any order,  judgment  or decree,  not  subsequently
         reversed, suspended or vacated, of any court of competent jurisdiction,
         permanently  or temporarily  enjoining him from or otherwise  limiting,
         the following activities:

         (i)      acting as a futures commission  merchant,  introducing broker,
                  commodity  trading  advisor,  commodity pool  operator,  floor
                  broker,  leverage transaction  merchant,  associated person of
                  any  of  the   foregoing,   or  as  an   investment   advisor,
                  underwriter,   broker  or  dealer  in  securities,  or  as  an
                  affiliate  person,  director  or  employee  of any  investment
                  company,  or engaging in or continuing any conduct or practice
                  in connection with such activity;

         (ii)     engaging in any type of business practice; or

         (iii)    engaging in any activities in connection  with the purchase or
                  sale of any security or commodity  or in  connection  with any
                  violation  of  federal  or state  securities  laws or  federal
                  commodities laws;

(4)      was the subject of any order,  judgment,  or decree,  not  subsequently
         reversed,  suspended,  or vacated,  of any  federal or state  authority
         barring,  suspending  or  otherwise  limiting for more than 60 days the
         right of such person to engage in any  activity  described  above under
         this  Item,  or to be  associated  with  persons  engaged  in any  such
         activities;

(5)      was found by a court of competent  jurisdiction in a civil action or by
         the Securities and Exchange  Commission to have violated any federal or
         state  securities law, and the judgment in such civil action or finding
         by the  Securities and Exchange  Commission  has not been  subsequently
         reversed, suspended, or vacated.


(6)      was found by a court of competent  jurisdiction in a civil action or by
         the Commodity  Futures Trading  Commission to have violated any federal
         commodities  law,  and the  judgment in such civil action or finding by
         the


                                       10
<PAGE>

         Commodity   Futures  Trading   Commission  has  not  been  subsequently
         reversed, suspended or vacated.


               COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

The Company  knows of no director,  officer,  beneficial  owner of more than ten
percent of any class of equity securities of the Company registered  pursuant to
Section 12 ("Reporting  Person") that failed to file any reports  required to be
furnished  pursuant to Section  16(a).  Other than those  disclosed  below,  the
Company  knows of no Reporting  Person that failed to file the required  reports
during the most recent fiscal year.

The following  table sets forth as at January 31, 2000, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16 (a) during the most recent fiscal year.

<TABLE>
<CAPTION>
Name                                Position                           Report to be Filed
----                                --------                           ------------------
<S>                                 <C>                                 <C>
David Luciuk                        President and Director                    Form 3

Philip Yee                          Secretary Treasurer                       Form 3

David Zosiak                        Director                                  Form 3
</TABLE>

--------------------------------------------------------------------------------
                         ITEM 10. EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------

CASH COMPENSATION

There was no cash  compensation paid to any director or executive officer of the
Company during the fiscal year ended January 31, 2000.

BONUSES AND DEFERRED COMPENSATION

None

COMPENSATION PURSUANT TO PLANS

None

PENSION TABLE

None

OTHER COMPENSATION

None


                                       11
<PAGE>

COMPENSATION OF DIRECTORS

None

TERMINATION OF EMPLOYMENT

There  are no  compensatory  plans or  arrangements,  including  payments  to be
received   from  the  Company,   with  respect  to  any  person  named  in  Cash
Consideration  set out above  which  would in any way result in  payments to any
such person because of his resignation, retirement, or other termination of such
person's  employment  with the  Company  or its  subsidiaries,  or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

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

The following  table sets forth as at January 31, 2000, the name and address and
the number of shares of the Company's  common stock,  with a par value of $0.001
per share,  held of record or beneficially by each person who held of record, or
was known by the  Company  to own  beneficially,  more than 5% of the issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.

<TABLE>
<CAPTION>
                 Name and Address                                               Amount
                  of Beneficial                         Nature of           of Beneficial              Percent
                      Owner                           Ownership (1)           Ownership               of Class
                      ------                          -------------           ----------              --------
<S>                                                   <C>                     <C>                      <C>
      DAVID M. LUCIUK                                      Direct             4,000,000                28.17%
      Suite 13A-63 Rochampton Avenue
      Toronto, Ontario
      Canada, M4P 1R1

      DAVID ZOSIAK                                         Direct             2,000,000                14.09%
      2267 Lorraine Avenue
      Coquitlam, British Columbia
      Canada, V3K 2M8

      PHILIP YEE                                           Direct                 1,000                 0.007%
      2268 Dundas Street
      Vancouver, British Columbia
      Canada, V5K 1P9

       All Officers and Directors                          Direct             6,001,000                42.267%
       as a Group ( 3 persons )
</TABLE>


                                       12
<PAGE>

(1)      All shares owned  directly are owned  beneficially  and of record,  and
         such  shareholder has sole voting,  investment and  dispositive  power,
         unless otherwise noted.

--------------------------------------------------------------------------------
             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Except as indicated  below,  there were no material  transactions,  or series of
similar  transactions,  since  inception  of the  Company and during its current
fiscal  period,  or any currently  proposed  transactions,  or series of similar
transactions,  to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security  holder who is known by the  Company  to own of record or  beneficially
more than 5% of any class of the Company's  common  stock,  or any member of the
immediate family of any of the foregoing persons, has an interest.

INDEBTEDNESS OF MANAGEMENT

There were no material  transactions,  or series of similar transactions,  since
the  beginning of the  Company's  last fiscal year,  or any  currently  proposed
transactions,  or series of similar transactions, to which the Company was or is
to be a part,  in which the amount  involved  exceeded  $60,000 and in which any
director  or  executive  officer,  or any  security  holder  who is known to the
Company to own of record or  beneficially  more than 5% of the common  shares of
the Company's capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.

TRANSACTIONS WITH PROMOTERS

The Company does not have promoters and has no transactions with any promoters.


                                       13
<PAGE>

                                     PART IV

--------------------------------------------------------------------------------
                          ITEM 13. EXHIBITS AND REPORTS
--------------------------------------------------------------------------------

(a)  (1)    FINANCIAL STATEMENTS.

The following financial statements are included in this report:

<TABLE>
<CAPTION>
Title of Document                                                                          Page
<S>                                                                                        <C>
Report of Andersen, Andersen & Strong, Certified Public Accountants                        16

Balance Sheet as at January 31, 2000                                                       17

Statement of Operations for the year ended to January 31, 2000                             18

Statement in Changes in Stockholders' Equity for the period from February 3, 1999
           (Date of Inception) to January 31, 2000                                         19

Statement of Cash Flows for the year ended January 31, 2000                                20

Notes to the Financial Statements                                                          21
</TABLE>

(a)  (2)   FINANCIAL STATEMENT SCHEDULES

The following financial statement schedules are included as part of this report:

None.


(a)  (3)   EXHIBITS

The following exhibits are included as part of this report by reference:

None.


                                       14
<PAGE>

--------------------------------------------------------------------------------
                                   SIGNATURES
--------------------------------------------------------------------------------

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


                                            ADVANCED MEDICAL TECHNOLOGIES INC.


Date:    March 29, 2000            By:     /s/ "David Luciuk"
                                           -------------------------------------
                                            David Luciuk, President and Director


Date:    March 29, 2000            By:    /s/  "Philip Yee"
                                          --------------------------------------
                                          Philip Yee, Secretary Treasurer


                                       15
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                            <C>
ANDERSEN ANDERSEN & STRONG, L.C.                                               941 East 3300 South, Suite 220
Certified Public Accountants and Business Consultants Board                       Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA                                               Telephone 801-486-0096
                                                                                             Fax 801-486-0098
</TABLE>

Board of Directors
Advanced Medical Technologies Inc.
Vancouver B. C. Canada

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying  balance sheet of Advanced Medical Technologies
Inc. (a  development  stage  company) at January 31, 2000,  and the statement of
operations,  stockholders' equity, and cash flows for the year ended January 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 audit to obtain
reasonable  assurance  about  whether  the  balance  sheet  is free of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in the  balance  sheet.  An audit also  includes
assessing the  accounting  principles  used and  significant  estimates  made by
management as well as evaluating  the overall  balance  sheet  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 Advanced Medical  Technologies
Inc. at January 31, 2000, and the results of operations,  and cash flows for the
year ended January 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.  The Company is in the  development
stage and will need additional  working capital for its planned activity,  which
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plans in regard to these  matters are  described  in Note 5. These
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


Salt Lake City, Utah                          /s/  "Andersen Andersen & Strong"
March 28, 2000


                                       16
<PAGE>

                       ADVANCED MEDICAL TECHNOLOGIES INC.
                           (DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                JANUARY 31, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                                                 <C>
ASSETS

CURRENT ASSETS

    Bank                                                                                            $    661
                                                                                                    --------

            Total Current Assets                                                                    $    661
                                                                                                    --------

LIABILITIES AND STOCKHOLDERS' EQUITY

    Accounts payable - related party                                                                $  1,000
    Due to director                                                                                    4,401
                                                                                                    --------

                                                                                                       5,401

STOCKHOLDERS' EQUITY

    Common stock

        200,000,000 shares authorized, at $0.001 par
        Value, 14,197,300 shares issued and outstanding                                               14,197

    Capital in excess of par value                                                                    29,488

Deficit accumulated during the development stage                                                     (48,425)
                                                                                                    --------

        Total Stockholders' Equity                                                                    (4,740)
                                                                                                    --------
                                                                                                    $   661
</TABLE>

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


                                       17
<PAGE>

                       ADVANCED MEDICAL TECHNOLOGIES INC.
                           (DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED JANUARY 31, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                                                <C>
REVENUE                                                                                            $        --

EXPENSES                                                                                           $    48,425
                                                                                                   ===========

NET LOSS                                                                                           $     8,425
                                                                                                   ===========




NET LOSS PER COMMON SHARE

     Basic                                                                                         $        --
                                                                                                   ===========


AVERAGE OUTSTANDING SHARES


     Basic                                                                                          13,721,085
                                                                                                   ===========
</TABLE>

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


                                       18
<PAGE>

                       ADVANCED MEDICAL TECHNOLOGIES INC.
                           (DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
            FOR THE PERIOD FROM FEBRUARY 5, 1999 (DATE OF INCEPTION)
                               TO JANUARY 31, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                             Capital in
                                                            Common             Stock          Excess of     Accumulated
                                                            Shares             Amount         Par Value       Deficit
<S>                                                      <C>               <C>             <C>           <C>
BALANCE FEBRUARY 3, 1999 (date of inception)                      --               --              --               --

Issuance of common shares for cash at
  $0.001 - February 14, 1999                              6,000,000             6,000              --               --

Issuance of common shares for cash at
  $0.002 - February 16, 1999                              8,155,000             8,155           8,155               --

Issuance of common shares for cash at
  $0.25 - March 3, 1999                                      42,300                42          10,533               --

Capital contributions - expenses                                                               10,800               --

Net operating loss for the year ended
  January 31, 2000                                               --                --              --         (48,425)
                                                         -----------      -----------     -----------   --------------

BALANCE, JANUARY 31, 2000                                14,197,300        $   14,197      $   29,488    $    (48,425)
                                                         ==========        ==========      ==========    =============
</TABLE>

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


                                       19
<PAGE>

                       ADVANCED MEDICAL TECHNOLOGIES INC.
                           (DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                       FOR THE YEAR ENDED JANUARY 31, 2000
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                                               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

     Net loss                                                                                     $ (48,425)

     Adjustments to reconcile net loss to net cash
          provided by operating activities:

          Change in accounts payable                                                                 5,401
          Capital contributions - expenses                                                           10,800
                                                                                                  ----------

               Net Decrease in Cash from Operations                                                  (32,224)
                                                                                                  ----------

CASH FLOWS FROM INVESTING ACTIVITIES                                                                      --
                                                                                                  ----------

CASH FLOWS FROM FINANCING ACTIVITIES

          Proceeds from issuance of common stock                                                      32,885
                                                                                                  ----------

     Net Increase in Cash                                                                                661

     Cash at Beginning of Period                                                                          --
                                                                                                  ----------

     CASH AT END OF PERIOD                                                                        $      661
                                                                                                  ==========


SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

         Capital contribution - expenses                                        $ 10,800
                                                                                ========
</TABLE>

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


                                       20
<PAGE>

                       ADVANCED MEDICAL TECHNOLOGIES INC.
                           (DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.   ORGANIZATION

The Company was  incorporated  under the laws of the State of Nevada on February
3, 1999 with authorized common stock of 200,000,000 shares at $0.001 par value.

The Company was organized for the purpose of establishing a multimedia  internet
based communications  network between the healthcare industry  manufacturers and
the key  case  managers  in the  medical  field to  advertise  and  promote  the
manufacturers products.

The Company is in the development stage.

Since its  inception  the  Company  has  completed  Regulation  D  offerings  of
14,197,300 shares of its capital stock for cash.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES

Accounting Methods

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

On January  31,  2000,  the Company had a net  operating  loss carry  forward of
$48,425.  The tax benefit from the loss carry forward has been fully offset by a
valuation  reserve  because the use of the future tax benefit is  undeterminable
since the Company has no operations. The net operating loss will expire in 2021.

Earnings (Loss) Per Share

Earnings  (loss) per share  amounts are computed  based on the weighted  average
number of shares actually outstanding.

Comprehensive Income

The Company  adopted  Statement of Financial  Accounting  Standards No. 130. The
adoption of this  standard  had no impact on the total  stockholders'  equity on
January 31, 2000.


                                       21
<PAGE>

                       ADVANCED MEDICAL TECHNOLOGIES INC.
                           (DEVELOPMENT STAGE COMPANY)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
--------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES - CONTINUED

Recent Accounting Pronouncements

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.


Financial Instruments

The carrying  amounts of financial  instruments,  including  cash,  and accounts
payable,  are considered by management to be their estimated fair values.  These
values are not  necessarily  indicative  of the amounts  that the Company  could
realize in a current market exchange.

Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.


3.       RELATED PARTY TRANSACTIONS

Related parties have acquired 42% of the common stock issued.

4.       GOING CONCERN

Management is planning to establish a multimedia  internet  based  communication
network for the medical field.  To be successful in this effort the Company will
need additional working capital.

Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
additional  working  capital and the  management  of the Company has developed a
strategy,  which it believes will accomplish this objective  through  additional
equity  funding,  and long term  financing,  which will  enable  the  Company to
operate in the future.

There is no assurance that management will be successful in this effort.


                                       22