U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(Mark One)

 [X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                    For Fiscal Year Ended: December 31, 1999

                                       or

 [  ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                        For the transition period from To


                        Commission file number 000-27733
                                               ---------

                             Cerritos Holdings, Inc.
                 (Name of small business issuer in its charter)

            Nevada                                        77-0497976
 ------------------------------------                ---------------
   State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization                       Identification No.)

                 5350 Byrne Road, Burnaby, B.C. Canada V5J 3J3
                 ---------------------------------------------
               (Address of principal executive offices) (Zip code)


Issuer's telephone number                      (604) 603-2542
                                              ---------------

Securities registered under Section 12(b) of the Act: NONE Securities registered
under Section 12(g) of the Act:

                          Common Stock, par value $.001
                                (Title of class)



                                                         1


<PAGE>



     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 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. Yes X No

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

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

     As of April 5,  2000,  there  were  12,000,000  shares of the  Registrant's
common stock,  par value $0.001,  issued and  outstanding.  The aggregate market
value of the Registrant's  voting stock held by non-affiliates of the Registrant
was approximately  $28,500,000 computed at the average bid and asked price as of
December 31, 1999.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference,  briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"): NONE

 Transitional Small Business Disclosure Format (check one):  Yes       ; NO X
                                                                 -----     --


















                                        2


<PAGE>



                                TABLE OF CONTENTS


Item Number and Caption                                                    Page

PART I

Item 1.           Description of Business.....................................4

Item 2.           Description of Property.....................................6

Item 3.           Legal Proceedings...........................................6

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


PART II

Item 5.           Market for Common Equity and Related Stockholder Matters....7

Item 6.           Management's Discussion and Analysis or Plan of Operations..8

Item 7.           Financial Statements........................................9

Item 8.           Changes in and Disagreements With Accountants on Accounting
                  and Financial Disclosure....................................9

PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act..........10

Item 10.          Executive Compensation.....................................12

Item 11.          Security Ownership of Certain Beneficial Owners and
                  Management.................................................12

Item 12.          Certain Relationships and Related Transactions.............13

Item 13.          Exhibits and Reports on Form 8-K...........................13





                                        3


<PAGE>



                                     PART I

                         ITEM 1 DESCRIPTION OF BUSINESS

General

         The  Company  intends to position  itself to evolve  into a  vertically
integrated,  diversified global media entertainment company. The Company intends
to acquire a number of diversified  entertainment  companies that will allow for
the pursuit of opportunities currently available in the global marketplace.

         The Company  anticipates  generating  revenues  from  several  sources,
including,  production of new and existing  feature films,  as well as expanding
into other areas of the entertainment industry.

         The  Company's  common stock is traded on the National  Association  of
Security  Dealers,  Inc.  (the  "NASD's")  OTC  Bulletin  Board Under the symbol
"CERH."

History

         The Company has not engaged in any operations other than organizational
matters.  Cerritos  Holdings,  Inc., a Nevada  corporation  (the  "Company") was
incorporated  on October 29, 1996,  and was formed  specifically  to be a "clean
public  shell"  and for the  purpose  of either  merging  with or  acquiring  an
operating  company with  operating  history and assets.  The Company  ceased all
operating activities during the period from October 29, 1996 to July 9, 1999 and
was considered  dormant.  On July 9, 1999, the Company obtained a Certificate of
renewal  from the State of Nevada.  Since July 9,  1999,  the  Company is in the
development  stage,  and has not commenced  planned  principal  operations.  Its
authorized capital stock is 100,000,000 shares of common stock, par value $0.001
per share.

         The  executive  offices of the  Company are located at 5350 Byrne Road,
Burnaby, B.C. Canada V5J 3J3. Its telephone number is (604) 603-2542.

OPERATING LOSSES

         The Company has  incurred net losses of  approximately  $1,500 and $100
for  the  fiscal   years  ended   December  31,  1999  and  December  31,  1998,
respectively.  Such operating  losses reflect  developmental  and other start-up
activities  for 1999 and 1998.  The Company  expects to incur losses in the near
future until profitability is achieved.  The Company's operations are subject to
numerous  risks  associated  with  establishing  any  new  business,   including
unforeseen  expenses,  delays and complications.  There can be no assurance that
the Company will  achieve or sustain  profitable  operations  or that it will be
able to remain in business.

                                        4


<PAGE>



FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING

         The Company was not in full  operations  during 1999 and 1998 and thus,
the revenues  generated are not  representative  of those that will be generated
once the Company becomes fully  operational.  Revenues are not yet sufficient to
support the  Company's  operating  expenses  and are not  expected to reach such
levels until the first or second quarter of 2001. Since the Company's formation,
it has funded its operations and capital expenditures  primarily through private
placements  of debt and equity  securities.  See "Recent  Sales of  Unregistered
Securities."  The Company  expects  that it will be required to seek  additional
financing in the future.  There can be no assurance  that such financing will be
available at all or available on terms acceptable to the Company.

GOVERNMENT REGULATION

         The Company is subject to all pertinent Federal,  State, and Local laws
governing its business.  The Company is subject to licensing and regulation by a
number of authorities in its Province (State) or municipality. These may include
health, safety, and fire regulations.  The Company's operations are also subject
to  Federal  and State  minimum  wage laws  governing  such  matters  as working
conditions and overtime.

RISK OF LOW-PRICED STOCKS

         Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act
of 1934 (the "Exchange  Act") impose sales practice and disclosure  requirements
on certain brokers and dealers who engage in certain  transactions  involving "a
penny stock."

         Currently,  the Company's  Common Stock is considered a penny stock for
purposes of the  Exchange  Act. The  additional  sales  practice and  disclosure
requirements imposed on certain brokers and dealers could impede the sale of the
Company's  Common  Stock  in the  secondary  market.  In  addition,  the  market
liquidity for the Company's securities may be severely adversely affected,  with
concomitant adverse effects on the price of the Company's securities.

         Under the penny stock  regulations,  a broker or dealer  selling  penny
stock to anyone  other than an  established  customer or  "accredited  investor"
(generally,  an  individual  with net worth in excess  of  $1,000,000  or annual
incomes  exceeding  $200,000,  or $300,000 together with his or her spouse) must
make a special suitability  determination for the purchaser and must receive the
purchaser's  written consent to the transaction prior to sale, unless the broker
or dealer or the transaction is otherwise exempt.  In addition,  the penny stock
regulations  require the broker or dealer to deliver,  prior to any  transaction
involving a penny stock,  a disclosure  schedule  prepared by the Securities and
Exchange  Commission (the "SEC") relating to the penny stock market,  unless the
broker or dealer or the transaction is otherwise  exempt.  A broker or dealer is
also  required to disclose  commissions  payable to the broker or dealer and the
registered   representative  and  current  quotations  for  the  Securities.  In
addition,  a broker or dealer is required to send monthly statements  disclosing
recent  price  information  with respect to the penny stock held in a customer's
account and

                                        5


<PAGE>



information with respect to the limited market in penny stocks.

LACK OF TRADEMARK AND PATENT PROTECTION

         The Company  relies on a  combination  of trade  secret,  copyright and
trademark  law,  nondisclosure  agreements  and technical  security  measures to
protect its  products.  Notwithstanding  these  safeguards,  it is possible  for
competitors  of the  company to obtain  its trade  secrets  and to  imitate  its
products.  Furthermore,  others may  independently  develop  products similar or
superior to those developed or planned by the Company.

COMPETITION

         The Company  faces  competition  from a wide  variety of  entertainment
distributors,  many of which have substantially greater financial, marketing and
technological resources than the Company.

EMPLOYEES

         As of May 5, 2000, the Company had no employees.

                         ITEM 2 DESCRIPTION OF PROPERTY

         Since  1996 all  administrative  activities  of the  Company  have been
conducted by  corporate  officers  from either  their home or business  offices.
Currently,  there are no  outstanding  debts owed by the  Company for the use of
these facilities and there are no commitments for future use of the facilities.

         At December  31,  1999,  the company had a working  agreement  with the
Company  president  to use 600  square  feet of  office  space,  telephones  and
secretarial services supplied on a gratis basis.

                            ITEM 3 LEGAL PROCEEDINGS

         Not Applicable.


                        ITEM 4 SUBMISSION OF MATTERS TO A
                            VOTE OF SECURITY HOLDERS

         No matters were subject to a vote of security  holders  during the year
1999.

                                        6


<PAGE>




                                     PART II

                       ITEM 5 MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS

MARKET INFORMATION

         The Company's  Common Stock is traded on the NASD's OTC Bulletin  Board
under the symbol  "CERH."  The  following  table  presents  the high and low bid
quotations  for the Common Stock as reported by the NASD for each quarter during
the last two  years.  Such  prices  reflect  inter-  dealer  quotations  without
adjustments  for retail markup,  markdown or commission,  and do not necessarily
represent actual transactions.

For all of 1998 and the first three  quarters of 1999 to  managements  knowledge
there had been no trading.

                 1998:                              High                 Low
First Quarter                                              -                   -
Second Quarter                                             -                   -
Third Quarter                                              -                   -
Fourth Quarter                                             -                   -

                 1999:

First Quarter                                              -                   -
Second Quarter                                             -                   -
Third Quarter                                              -                   -
Fourth Quarter                                $         4.75      $         4.75

DIVIDENDS

         The Company has never  declared or paid any cash  dividends.  It is the
present  policy of the  Company to retain  earnings  to  finance  the growth and
development  of the business  and,  therefore,  the Company does not  anticipate
paying dividends on its Common Stock in the foreseeable future.

         The number of shareholders  of record of the Company's  Common Stock as
of May 5, 2000 was approximately 33.

RECENT SALES OF UNREGISTERED SECURITIES

There  have  been no sales of the  Company's  securities.  As  noted  above,  in
connection with organizing the Company, on November 11, 1996, persons consisting
of its officers,  directors,  and other individuals were issued a total of 1,000
shares of Common Stock at a value of $.001 per share.

                                        7


<PAGE>



On May 6,  1999,  those  outstanding  shares  were  forward  split  1,000  to 1,
resulting in a total of 1,000,000 shares outstanding.

On November  30,  1999,  Mr.  Daniel L. Hodges  returned  600,000  shares to the
treasury and the shares were  canceled,  resulting in 400,000  remaining  shares
outstanding.

On December 2, 1999 the Company declared a forward split 30 to 1, resulting in a
total of 12,000,000 shares outstanding.

                       ITEM 6 MANAGEMENT'S DISCUSSION AND
                         ANALYSIS OR PLAN OF OPERATIONS

Plan of  Operations  - The Company was  organized  for the purpose of creating a
corporate  vehicle to seek,  investigate  and, if such  investigation  warrants,
acquire an interest in one or more  business  opportunities  presented  to it by
persons or firms who or which desire to seek perceived  advantages of a publicly
held corporation.

         The  Company  may  incur   significant   post-merger   or   acquisition
registration costs in the event management wishes to register a portion of their
shares for subsequent  sale. The Company will also incur  significant  legal and
accounting  costs in  connection  with the  acquisition  including  the costs of
preparing post- effective amendments,  Forms 8-K, agreements and related reports
and documents.

         The Company will not have sufficient  funds (unless it is able to raise
funds  in  a  private  placement)  to  undertake  any  significant  development,
marketing and manufacturing of the products acquired. Accordingly, following the
acquisition,  the Company  will, in all  likelihood,  be required to either seek
debt or equity  financing or obtain funding from third parties,  in exchange for
which the  Company  may be  required  to give up a  substantial  portion  of its
interest in the acquired product. There is no assurance that the Company will be
able  either to  obtain  additional  financing  or  interest  third  parties  in
providing  funding for the further  development,  marketing and manufacturing of
any products acquired.

         The  entertainment  industry is an  intensely  competitive  one,  where
price, service, location, and quality are critical factors. The Company has many
established  competitors,  ranging from similar local single unit  operations to
large  multi-national  operations.  Some of these competitors have substantially
greater financial  resources and may be established or indeed become established
in areas where the Company operates.  The entertainment industry may be affected
by changes in customer tastes, economic, and demographic trends. Factors such as
inflation,  increased  supplies costs and the availability of suitable employees
may adversely  affect the  entertainment  industry in general and the Company in
particular.  In view of the Company's limited financial resources and management
availability,  the  Company  will  continue to be at a  significant  competitive
disadvantage vis-a-vis the Company's competitors.

                                        8


<PAGE>



Results of Operations - From October 29, 1996 to July 9, 1999 the Company was an
inactive  corporation.  From July 9, 1999 the  Company was a  development  stage
company and had not begun principal  operations.  Accordingly,  comparisons with
prior periods are not meaningful.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has met its capital requirements through the sale of its
Common Stock.

         Since  the  Company's  re-activation  in July 9,  1999,  the  Company's
principal  capital  requirements have been the funding of the development of the
Company and acquisition of motion picture and television rights.

         After the completion of its expansion plans, the Company expects future
development and expansion will be financed through cash flow from operations and
other  forms  of  financing  such as the  sale of  additional  equity  and  debt
securities,  capital leases and other credit facilities. There are no assurances
that such  financing  will be available on terms  acceptable or favorable to the
Company.

Government Regulations - The Company is subject to all pertinent Federal, State,
and Local laws  governing its business.  The Company is subject to licensing and
regulation by a number of authorities in its Province  (State) or  municipality.
These may include health, safety, and fire regulations. The Company's operations
are also subject to Federal and State minimum wage laws  governing  such matters
as working conditions and overtime.

                           ITEM 7 FINANCIAL STATEMENTS

         The  financial  statements  of the Company and  supplementary  data are
included beginning  immediately following the signature page to this report. See
Item 13 for a list of the financial statements and financial statement schedules
included.

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

         There are not and have not been any  disagreements  between the Company
and its  accountants  on any  matter  of  accounting  principles,  practices  or
financial statements disclosure.

                                        9


<PAGE>



                                    PART III

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

Executive Officers and Directors

The members of the Board of Directors of the Company serve until the next annual
meeting of  stockholders,  or until  their  successors  have been  elected.  The
officers  serve at the pleasure of the Board of Directors.  The following  table
sets forth the name, age, and position of each executive officer and director of
the Company:
<TABLE>
<S>                         <C>        <C>                                       <C>

Director's   Name             Age                      Office                              Term Expires
Daniel Hodges                 43              Sole Officer & Director               resigned November 30, 1999
Ken Kantymir                  54                President & Director                    next annual meeting
David Richard Lewis           50        Vice-President, Secretary & Director            next annual meeting
Robert Kantymir               52                      Director                          next annual meeting
</TABLE>


     Daniel Hodges has been sole Director,  President,  Chief Financial  Officer
and  Secretary of the Company  since his  appointment  on October 29, 1996.  Mr.
Hodges has been  president  and  director  of  Solomon  Consulting  Corp.  which
specializes in corporate and securities  consulting since 1995. He has owned and
operated an industrial  manufacturing  company,  "APRI,  Inc." since 1998. He is
currently on the board of directors of two charitable  organizations  as well as
over 10 for-profit  corporations.  Within the past year,  several companies that
maintain a public  trading  status have had Mr. Hodges as a director  including:
Avartarra.com (symbol:  AVAR),  Landstar,  Inc. (LDSR), and Hyaton Company, Inc.
(HYTN).  Mr.  Hodges  received his B.S.  from Thomas A. Edison State  College in
Trenton,  New Jersey. He is also a graduate of the U.S. Air Force  Undergraduate
Pilot Training program and is currently the rank of Captain as an officer in the
Air National Guard.

     On November 30, 1999 Mr.  Hodges  resigned as the sole officer and director
of the Company.  Prior to his  resignation,  Mr Hodges  appointed  Ken Kantymir,
David  Richard  Lewis,  Doug Serada and Robert  Kantymir as  directors.  Mr. Ken
Kantymir is the  President and David  Richard  Lewis is the  Vice-President  and
Secretary.

         Ken Kantymir has been active in the  Vancouver  film  community for the
past ten years.  For more than a decade he has gained  extensive  experience  in
many aspects of British Columbia's  rapidly expanding film production  industry.
Mr.  Kantymir has two  television  producer  credits,  two  associated  producer
feature  film  credits,  and one  producer  credit  for a feature  film.  He has
appeared in more than 75 television series, 25 movies of the week, and 13feature
films. He has also directed

                                       10


<PAGE>



industrial promotional videos.  Mr. Kantymir also serves s the secretary of the
Union of B.C.Performers Actors Guild and is Vice-Chairman of the UBCP Member
Benefit Trust.

         David  Richard  Lewis  has  dedicated  the last  ten  years to the film
industry and has  experience  in the details of the  day-to-day  operations of a
production  company,  not only  behind the camera but also in front as an actor.
Me. Lewis has gained  experience  in almost every aspect of film  production  in
nearly 200 various projects in the British Columbia film industry.

         Robert  Kantymir has been in the film  industry for the last two years.
Prior to that, he was a Botanist with a Canadian university for more than twenty
five years.

Conflicts of Interest

Certain  conflicts of interest  existed at December 31, 1999 and may continue to
exist  between the Company and its officers and  directors  due to the fact that
each has other  business  interests  to which he devotes his primary  attention.
Each officer and director  may continue to do so  notwithstanding  the fact that
management time should be devoted to the business of the Company.

Certain  conflicts of interest may exist between the Company and its management,
and  conflicts  may  develop in the  future.  The  Company  has not  established
policies or procedures for the  resolution of current or potential  conflicts of
interests  between  the  Company,  its  officers  and  directors  or  affiliated
entities.  There can be no assurance that  management will resolve all conflicts
of interest in favor of the Company,  and failure by  management  to conduct the
Company's business in the Company's best interest may result in liability to the
management.  The  officers  and  directors  are  accountable  to the  Company as
fiduciaries,  which  means that they are  required  to  exercise  good faith and
integrity in handling the Company's  affairs.  Shareholders who believe that the
Company has been  harmed by failure of an officer or  director to  appropriately
resolve any  conflict  of  interest  may,  subject to  applicable  rule of civil
procedure,  be able to bring a class action or derivative  suit to enforce their
rights and the Company's rights.

Board Meetings and Committees

         The  Directors  and  Officers  will not receive  remuneration  from the
Company until a subsequent  offering has been  successfully  completed,  or cash
flow from  operating  permits,  all in the discretion of the Board of Directors.
Directors may be paid their  expenses,  if any, of attendance at such meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  Director.  No such
payment shall  preclude any Director from serving the  Corporation  in any other
capacity and receiving  compensation  therefor. No compensation has been paid to
the  Directors.  The Board of Directors may designate  from among its members an
executive  committee and one or more other  committees.  No such committees have
been appointed.

                                       11


<PAGE>



Compliance with Section 16(a) of the Exchange Act

         Based solely upon a review of forms 3, 4, and 5 and amendments thereto,
furnished to the Company during or respecting its last fiscal year, no director,
officer,  beneficial owner of more than 10% of any class of equity securities of
the  Company  or any other  person  known to be  subject  to  Section  16 of the
Exchange  Act of 1934,  as  amended,  failed to file on a timely  basis  reports
required by Section 16(a) of the Exchange Act for the last fiscal year.

                         ITEM 10 EXECUTIVE COMPENSATION

         None of the  executive  officer's  salary and bonus  exceeded  $100,000
during any of the Company's last two fiscal years.

                 ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT

Principal Shareholders

         The table  below sets forth  information  as to each  person  owning of
record or who was known by the Company to own  beneficially  more than 5% of the
12,000,000  shares of issued and  outstanding  Common Stock of the Company as of
December 31, 1999 and  information as to the ownership of the Company's Stock by
each of its directors and executive  officers and by the directors and executive
officers  as a group.  Except  as  otherwise  indicated,  all  shares  are owned
directly,  and the persons  named in the table have sole  voting and  investment
power with respect to shares shown as beneficially owned by them.
<TABLE>
<CAPTION>

Name and Address
of Beneficial Owners /           Nature of               Shares
Directors                        Ownership                Owned              Percent
--------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                  <C>

Ken Kantymir                     common stock           2,400,000              20%
David Richard Lewis              common stock            600,000               5%
Doug Serada                      common stock           2,400,000              20%
Robert Kantymir                  common stock            600,000               5%
All Executive Officers
and Directors as a Group
(3 persons)                      common stock           3,600,000              30%
</TABLE>

The address of all four stockholders is care of the Company.

                                       12


<PAGE>




             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In  connection  with  organizing  the  Company,  on November  11, 1996,
persons consisting of its officers, directors, and other individuals were issued
a total of 1,000 shares of Common Stock at a value of $.001 per share. On May 6,
1999, the outstanding shares were forward split 1,000 to 1, resulting in a total
of  1,000,000  shares  outstanding.  On October 25, 1999,  Mr.  Daniel L. Hodges
returned 600,000 shares to the treasury and the shares were canceled,  resulting
in 400,000  remaining  shares  outstanding.  On December 2, 1999 the outstanding
shares were  forward  split 30 to 1 resulting  in a total of  12,000,000  shares
outstanding.  Under Rule 405  promulgated  under the Securities Act of 1933, Mr.
Hodges may be deemed to be a promoter of the Company. No other persons are known
to Management that would be deemed to be promoters.

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

         (a)      The following documents are filed as part of this report.

1.       Financial Statements                                               Page

Report of Robison, Hill & Co., Independent Certified Public Accountants......F-1

Balance Sheets as of December 31, 1999, and 1998.............................F-2


Statements of Operations for the years ended
     December 31, 1999, and 1998.............................................F-4

Statement of Stockholders' Equity for the years ended
     December 31, 1999, and 1998.............................................F-5

Statements of Cash Flows for the years ended
     December 31, 1999, and 1998.............................................F-9

Notes to Financial Statements...............................................F-11






                                                        13


<PAGE>



2.       Financial Statement Schedules

         The following  financial statement schedules required by Regulation S-X
are included herein.

         All  schedules  are  omitted  because  they are not  applicable  or the
required information is shown in the financial statements or notes thereto.

3.       Exhibits

           The following exhibits are included as part of this report:

Exhibit
Number            Title of Document

3.1               Articles of Incorporation (1)
3.2               Amended Articles of Incorporation (1)
3.3               Bylaws (1)
27.1              Financial Data Schedule

     (1) Incorporated by reference to the Registrant's registration statement on
Form 10-SB filed on October 20, 1999.

         (b)       Reports on Form 8-K filed.

         On January  24,  2000 the  company  filed an 8-K  reporting a change in
control and resignation of officer.

                                       14


<PAGE>




                                   SIGNATURES

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

                                              CERRITOS HOLDINGS, INC.

Dated: May 5, 2000                         By  /S/     Ken Kantymir
                                           ------------------------
                                           Ken Kantymir,
                                           C.E.O., Chairman, President, Director

         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 Registrant and in the capacities indicated on this 5h day of May 2000.

Signatures                                        Title

/S/     Ken Kantymir
Ken Kantymir                               C.E.O., Chairman, President, Director
                                            (Principal Executive Officer)

/S/     David Richard Lewis
David Richard Lewis                        Vice-President, Secretary, Director
                                           (Principal Financial and Accounting
                                             Officer)

/S/     Robert Kantymir
Robert Kantymir                            Director


<PAGE>

                             CERRITOS HOLDINGS INC.

                          (A Development Stage Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 1999 AND 1998


<PAGE>






                                    CONTENTS

                                                                         Page

Independent Auditor's Report..............................................F - 1

Balance Sheets

  December 31, 1999 and 1998..............................................F - 2

Statements of Operations for the

  Years Ended December 31, 1999 and 1998..................................F - 3

Statement of Stockholders' Equity

 Since October 29, 1996 (inception) to December 31, 1999..................F - 4

Statements of Cash Flows for the

  Years Ended December 31, 1999 and 1998..................................F - 5

Notes to Financial Statements.............................................F - 6



<PAGE>










                          INDEPENDENT AUDITOR'S REPORT


Cerritos Holdings Inc.
(A Development Stage Company)


         We have audited the  accompanying  balance sheets of Cerritos  Holdings
Inc. (a  development  stage  company) as of December  31,1999 and 1998,  and the
related statements of operations and cash flows for the two years ended December
31,  1999 and the  statement  of  stockholders'  equity  from  October  29, 1996
(inception)  to  December  31,  1999.   These   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our 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 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 Cerritos Holdings
Inc. (a  development  stage  company) as of December 31, 1999 and 1998,  and the
results of its  operations  and its cash flows for the two years ended  December
31, 1999 in conformity with generally accepted accounting principles.

                                                 Respectfully submitted
                                                 /s/ Robison, Hill & Co.
                                                 Certified Public Accountants

Salt Lake City, Utah
April 20, 2000

                                      F - 1

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                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                        December 31,
                                                            -------------------------------------
                                                                  1999                1998
                                                            -----------------   -----------------
<S>                                                      <C>                 <C>
Assets:
Intangible and Other Assets
  Motion Picture and Television Rights                      $          13,717   $               -
                                                            =================   =================

Liabilities:
Accounts Payable                                            $             181   $             200
Accrued Liabilities                                                     2,717                   -
                                                            -----------------   -----------------
                                                                        2,898                 200
                                                            -----------------   -----------------
Stockholders' Equity:
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 12,000,000 shares at December 31,
    1999 and 1998                                                      12,000              12,000
  Paid-In Capital                                                       1,485                   -
  Retained Deficit                                                     (1,200)            (12,200)
  Deficit Accumulated During the
     Development Stage                                                 (1,466)
  Currency Translation Adjustment                                           -                   -
                                                           -----------------   -----------------
     Total Stockholders' Equity                                        10,819                (200)
                                                            -----------------   -----------------
     Total Liabilities and
       Stockholders' Equity                                 $          13,717   $               -
                                                            =================   =================
</TABLE>










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

                                      F - 2

<PAGE>



                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                   Cumulative
                                                                                  since July 9,
                                                                                      1999
                                                                                    inception
                                                 For the year ended                    of
                                                    December 31,                   development
                                        -------------------------------------
                                               1999               1998                stage
                                        ------------------  -----------------   -----------------
<S>                                     <C>                 <C>                 <C>
Revenues:                               $                -  $               -   $               -

Expenses:                                            1,466                100               1,466
                                        ------------------  -----------------   -----------------

     Net Loss                           $           (1,466) $            (100)  $          (1,466)
                                        ==================  =================   =================

Basic & Diluted loss per share          $                -  $               -
                                        ==================  =================


</TABLE>





















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

                                      F - 3

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                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
             SINCE OCTOBER 29, 1996 (INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>

                                                                                                              Deficit
                                                                                                            Accumulated
                                                                                                           Since July 9,
                                                                                                                1999
                                                                                                            Inception of
                                                    Common Stock              Paid-In        Retained       Development
                                                Shares         Par Value      Capital         Deficit          Stage
<S>                                      <C>                <C>            <C>            <C>           <C>
                                           ----------------  -------------  ------------   -------------  ----------------
Balance at October 29, 1996
(inception)                                               -  $           -  $          -   $           -  $              -

November 11, 1996 Issuance of
Stock for Services and payment

  of Accounts payable                                 1,000          1,000             -               -                 -
Net Loss                                                  -              -             -          (1,000)                -
                                           ----------------  -------------  ------------   -------------  ----------------
Balance at December 31, 1996
  As originally reported                              1,000          1,000             -          (1,000)                -

Retroactive adjustment for 1,000
  to 1 stock split May 6, 1999                      999,000              -             -               -                 -
Retroactive adjustment for shares
  returned for cancellation
  November 30, 1999                                (600,000)          (600)          600               -                 -
Retroactive adjustment for 30 to 1
  stock split December 2, 1999                   11,600,000         11,600          (600)        (11,000)                -
                                           ----------------  -------------  ------------   -------------  ----------------
Restated balance January 1, 1997                 12,000,000         12,000             -         (12,000)                -

Net Loss                                                  -              -             -            (100)                -
                                           ----------------  -------------  ------------   -------------  ----------------
Balance at December 31, 1997                     12,000,000         12,000             -         (12,100)                -

Net Loss                                                  -              -             -            (100)                -
                                           ----------------  -------------  ------------   -------------  ----------------
Balance at December 31, 1998                     12,000,000         12,000             -         (12,200)                -

Capital contributed by shareholders                       -              -         1,485          11,000                 -
Net Loss                                                  -              -             -               -            (1,466)
                                           ----------------  -------------  ------------   -------------  ----------------
Balance at December 31, 1999                     12,000,000  $      12,000  $        674   $      (1,200) $         (1,466)
                                           ================  =============  ============   =============  ================

</TABLE>



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

                                      F - 4


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                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                               Cumulative
                                                                                              Since July 9,
                                                                                                  1999
                                                                 For the years ended          Inception of
                                                                     December 31,              Development
                                                             ----------------------------
                                                                 1999           1998              Stage
                                                             -------------  -------------   -----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:

<S>                                                          <C>            <C>             <C>
Net Loss                                                     $      (1,466) $        (100)  $          (1,285)
Increase (Decrease) in Accounts Payable                                (19)           100                 (19)
Increase (Decrease) in Accrued Liabilities                           2,717              -               2,717
                                                             -------------  -------------   -----------------
  Net Cash Used in operating activities                              1,232              -               1,232
                                                             -------------  -------------   -----------------

CASH FLOWS FROM INVESTING
ACTIVITIES:

Investment in Motion Picture and
  Television rights                                                (13,717)             -             (13,717)
                                                             -------------  -------------   -----------------
Net cash provided by investing activities                          (13,717)             -             (13,717)
                                                             -------------  -------------   -----------------

CASH FLOWS FROM FINANCING
ACTIVITIES:

Capital contributed by shareholder                                  12,485              -              12,485
                                                             -------------  -------------   -----------------
Net Cash Provided by
  Financing Activities                                              12,485              -              12,485
                                                             -------------  -------------   -----------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                              -              -                   -
Cash and Cash Equivalents
  at Beginning of Period                                                 -              -                   -
                                                           -------------  -------------   -----------------
Cash and Cash Equivalents
  at End of Period                                           $            - $            -  $                  -
                                                             =============  =============   =================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                   $            - $            -  $                   -
  Franchise and income taxes                                 $         250  $            -  $             250
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None

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

                                      F - 5


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                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This  summary of  accounting  policies for  Cerritos  Holdings  Inc. is
presented to assist in understanding  the Company's  financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Organization and Basis of Presentation

         The Company was  incorporated  under the laws of the State of Nevada on
October 29, 1996. The Company ceased all operating  activities during the period
from  October 29, 1996 to July 9, 1999 and was  considered  dormant.  On July 9,
1999,  the Company  obtained a Certificate  of renewal from the State of Nevada.
Since  July 9,  1999,  the  Company  is in the  development  stage,  and has not
commenced planned principal operations.

Nature of Business

         The  Company  intends to position  itself to evolve  into a  vertically
integrated,  diversified global media entertainment company. The Company intends
to acquire a number of diversified  entertainment  companies that will allow for
the pursuit of opportunities currently available in the global marketplace.

         The Company  anticipates  generating  revenues  from  several  sources,
including,  production of new and existing  feature films,  as well as expanding
into other areas of the entertainment industry.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

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

                                      F - 6

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                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Loss per Share

         The  reconciliations  of the numerators and  denominators  of the basic
loss per share computations are as follows:
<TABLE>
<CAPTION>

                                                                                                     Per-Share
                                                              Income              Shares               Amount
                                                              ------              ------               ------
                                                           (Numerator)         (Denominator)
                                                                   For the year ended December 31, 1999

<S>                                                  <C>                  <C>                 <C>
Basic Loss per Share
Loss to common shareholders                             $           (1,466)          12,000,000  $               -
                                                        ==================  ===================  ==================
</TABLE>
<TABLE>
<CAPTION>

                                                                   For the year ended December 31, 1998
<S>                                                  <C>                  <C>                  <C>
Basic Loss per Share
Loss to common shareholders                             $             (100)          12,000,000  $               -
                                                        ==================  ===================  ==================
</TABLE>

         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive for December 31, 1999 and 1998 and are thus not considered.

Intangible Assets

         Intangible  assets  are  valued  at cost and will be  amortized  on the
income  forecast  method.  The initial  valuation of the motion  picture  option
agreements  were  derived  from  what  Management  believes  to be  arms  length
negotiation.

         There have been no  production  costs as of December  31,  1999.  It is
anticipated  that when production  costs are incurred the income forecast method
will  be  used to  amortize  the  cost of  production  for  films,  manuscripts,
recordings and similar property.

         The Company  identifies  and records  impairment  losses on  intangible
assets  when  events  and  circumstances  indicate  that  such  assets  might be
impaired.  The Company  considers  factors  such as  significant  changes in the
regulatory  or  business  climate  and  projected  future  cash  flows  from the
respective  asset.  Impairment  losses are  measures  as the amount by which the
carrying amount of intangible asset exceeds its fair value.

                                      F - 7

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                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

Foreign Currency Translation

         The  functional  currency of the Company is Canadian  dollars.  Balance
sheet accounts are translated to U.S. dollars at the current exchange rate as of
the  balance  sheet  date.  Income  statement  items are  translated  at average
exchange  rates  during the period.  The  resulting  trnaslation  adjustment  is
recorded as a separate component of stockholders' equity.

Reclassification

         Certain reclassifications have been made in the 1999 and 1998 financial
statements to conform with the December 31, 1999 presentation.

NOTE 2 - INCOME TAXES

         As  of  December  31,  1999,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $2,000 that may
be offset against future taxable income through 2011. Current tax laws limit the
amount of loss  available  to be offset  against  future  taxable  income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development stage.

NOTE 4 - COMMITMENTS

         As of  December  31,  1999 all  activities  of the  Company  have  been
conducted by  corporate  officers  from either their homes or business  offices.
Currently,  there are no  outstanding  debts owed by the  company for the use of
these facilities and there are no commitments for future use of the facilities.

                                      F - 8

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                             CERRITOS HOLDINGS INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE EIGHT MONTHS ENDED AUGUST 31, 1999 AND
                   THE YEARS ENDED DECEMBER 31, 1999 AND 1998
                                   (Continued)

NOTE 5 - STOCK SPLIT

         On May 6,  1999 the  Board  of  Directors  authorized  1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued.

         On December 2, 1999 the Board of  Directors  authorized a 30 to 1 stock
split. As a result of this split the Company issued  11,600,000 shares of common
stock. All references in the accompanying  financial statements to the number of
common  shares and  per-share  amounts  for 1999 and 1998 have been  restated to
reflect the stock split.

                                      F - 9

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