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 EXCHANGE ACT OF 1934

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

                     For the period ended December 31, 1999
                         Commission file number 0-27599


                                 FILMWORLD, INC.
                     ---------------------------------------
                 (Name of Small Business Issuer in its Charter)



        Nevada                                             88-0224017
---------------------------                             -------------
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or                                     Identification No.)
organization)

  4929 Wilshire Blvd., Suite 830, Los Angeles, CA                 90010
--------------------------------------------------              -----------
(Address of principal executive offices)                        (Zip Code)

Issuer's Telephone number:   (323) 954-0377
                            ---------------

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

    Title of each class              Name of each exchange on which registered
       Common Stock                               Not Applicable
       ------------                        ---------------------------

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

                    Common Stock, Par Value $0.001 Per Share
                    ----------------------------------------
                                (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 such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filings requirements for the past 90 days.
Yes   X        No
     ---         ---


<PAGE>



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  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated  by reference in Part III of this Form 10-
KSB or any amendment to the Form 10-KSB.  [X]



         State issuer's revenues for its most recent fiscal year: The Issuer has
not had any revenue for the year ended December 31, 1999.

         State the aggregate  market value of the voting and  non-voting  common
equity held by non-  affiliates  computed by reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity,  as of a specified date within the past 60 days. There was no market for
ther stock of the Issuer in the last 60 days.

PART I

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

(a)      Business Development

         FILMWORLD,  INC.  (the  "Company"  or the  "Registrant"  ) is a  Nevada
corporation which was originally incorporated on December 23, 1986 as Hair-Life,
Inc. On June 3, 1987, the Company  completed a public  offering  pursuant to the
provisions  of Rule  504 of  Regulation  D of the  Securities  Act of  1933,  as
amended.  During  1987,  the  Company  pursued  business  activities  which were
unsuccessful.

         On September 1, 1994, an Exchange  Agreement  was executed  between the
Company  and  the  stockholders  of The  Patterson  Group,  Inc.,  a  California
corporation,  whereby the California  corporation was acquired as a wholly-owned
subsidiary of the Company.  This  transaction  resulted in a name change for the
Company to The Patterson Group,  Inc., a reverse split of the Company's stock of
40 to 1, and the issuance to the  stockholders of the California  corporation of
4,500,000 shares.  Until 1996, the Company's  business was conducted through its
wholly-owned  subsidiary providing hazardous waste transportation.  During 1996,
the subsidiary  ceased its  operations.  In June of 1998, the subsidiary  sought
relief under Chapter 7 of the  Bankruptcy  laws of the United States  Bankruptcy
Court for the Central District of California. During 1997, the Company organized
another  subsidiary,  APF  Holdings  to conduct  its  business.  As part of this
reorganization,  the  Company  changed its name to  American  Pacific  Financial
Services. APF Holdings ceased doing business in 1998.

                                       -2-
<PAGE>


         On July 19, 1999, the Company entered into an Exchange  Agreement under
the terms of which the  Company  acquired  certain  assets of Daly  Consultants,
Inc., a California corporation,  and Belfair International,  Inc., a corporation
organized  pursuant to the laws of the Isle of Jersey, in exchange for 7,013,392
shares of common stock of the Company.  The assets  acquired are motion  picture
movie scripts and $50,000 in cash.  The Company now is under new  management and
intends to engage in the  business  of  producing,  marketing  and  distributing
motion pictures.  As part of the Company's  reorganization  in July of 1999, the
Company's  name was changed to  FilmWorld,  Inc.  and the  Company's  issued and
outstanding  shares underwent a ten (10) for one (1) reverse split. This reverse
split was effective  prior to the issuance of the 7,013,392  shares  pursuant to
the Exchange Agreement.

         As of December 31, 1999,  7,848,517 shares of the Company's  authorized
shares of common stock were issued and outstanding.

         Except as described above, to management's  knowledge,  the Company has
not been subject to bankruptcy, receivership or any similar proceeding.

         The Company  maintains  offices at 4929 Wilshire Blvd.,  Suite 830, Los
Angeles,  California  90010.  The Company owns all of its assets as shown on the
attached financial statements as of December 31, 1999.

(b)      BUSINESS OF THE ISSUER

(1)      Principal Products and Services and Their Markets

         The business of the Company is described as follows:

(1)      Principal Services

         The Company  owns and has  copyrights  to the  following  feature  film
screenplays:  Mad Frankie valued at $50,000,  Big Buddha valued at $75,000,  The
Treasure  of Calico  Jack and Big Mac  valued at  $100,000,  What do Women  Want
valued at $100,000,  Gunga Din valued at $100,000, and Forever Natasha valued at
$100,000 for a total of $525,000.

         The Company is engaged in  developing  the above scripts with a view to
producing them as full-length,  feature films for eventual  theatrical and video
release in the usual manner of the film production industry.

         The  Company  intends to acquire  rights to  additional  scripts in the
future and to develop and produce them in the same way as above.

                                       -3-


<PAGE>


(2)      Distribution Methods

         The Company intends to derive revenue from its completed  feature films
by contractually  arranging for them to be released  theatrically by third-party
companies that  specialize in the business of film  releasing and  distribution.
Further revenues will be derived from the sale of theatrical  rights abroad,  as
well as from the sale of video and television  rights.  Such sales will again be
conducted by appropriately contracted third- party companies.

         The Company  initially  intends to contract  with  EnterTech  Releasing
Corporation,  a subsidiary  of EnterTech  Media Group,  Inc., a company of which
John Daly,  Mark Tolner and  Alexander H.  Walker,  Jr. are also  directors,  to
arrange to release and sell some or all of its completed films.

(3)      Status of Publicly Announced New Products or Services

         On July 20, 1999, the Company issued two press releases  announcing the
terms of the Company's  restructuring  pursuant to the Exchange  Agreement  with
Daly  Consultants,  Inc.  and Belfair  International,  Inc.  The press  releases
outlined  the change of the  Company's  name,  the ten (10) for one (1)  reverse
split of the Company's  stock, the identity of the new officers and directors of
the Company,  and the Company's new business endeavors.  The Company also sent a
letter to all of its shareholders outlining these items on July 19, 1999.

(4)      Competition

         The Company faces well-established and well-funded competition.  Motion
pictures  are  produced  and  marketed by major film  studios as well as a large
number of smaller  independent  production  companies.  The Company will compete
with these  smaller  independent  production  companies  in the  production  and
marketing  of  feature  films.  Many  of  the  Company's  competitors  are  well
established  organizations with extensive  knowledge of the industry,  marketing
staffs and  organizations,  and financial  resources  greatly in excess of those
available to the Company.

(5)      Dependence on Major Customers

         As   indicated   throughout   this  Item  1,  the   Company   is  in  a
reorganizational  stage and is in the process of developing its  screenplays and
producing them as feature films. At this point in time, the Company has no major
customers.  Of course,  the Company intends to develop a number of feature films
so its success is not dependent upon a single success.

                                       -4-


<PAGE>



(6)      Patents, Trademarks, Licenses, Copyrights, etc.

         The Company owns the  exclusive  world-wide  copyrights  to its feature
film screenplays:  Mad Frankie valued at $50,000,  Big Buddha valued at $75,000,
The Treasure of Calico Jack and Big Mac valued at  $100,000,  What do Women Want
valued at $100,000,  Gunga Din valued at $100,000, and Forever Natasha valued at
$100,000 for a total of $525,000.

         The Company attempts to minimize unauthorized copying of these products
by a variety of methods,  however,  there can be no assurance that  unauthorized
copying will not occur. The Company attempts,  and will continue to attempt,  to
protect  its  feature  film   screenplays  by  relying  on  copyright  laws  and
non-disclosure  and  confidentiality  agreements  with its employees and certain
other  persons  who have  access  to its  intellectual  properties,  or who have
agreements with the Company.

(7)      Governmental Approval, Effect of Governmental Regulations and Costs and
         Effects of Compliance with Environmental Laws

         At this point in time,  there is no need for  governmental  approval of
the Company's  intended  principal  products or services.  However,  recent high
profile  events have  focused  attention on the content of products and services
offered by the entertainment industry. Specifically, some governmental review of
a link, if any,  between the violent content of some movies and crimes committed
by members of the society  viewing  those movies has emerged.  While the Company
believes  that it is unlikely  that such  scrutiny  will result in  governmental
restrictions  placed on the content of products in the  entertainment  industry,
including those the Company intends to produce,  such governmental  restrictions
have rarely been given such  consideration  and it is possible that restrictions
on  entertainment  content  could be imposed.  At the time of the filing of this
Form 10-SB, however, it is unclear what form any such restrictions would take or
how they would be enforced. Nonetheless, the Company is mindful of the fact that
such matters are being reviewed on a national level.

         The  Company  notes that past  management  engaged in the  business  of
hazardous  and  non-hazardous  waste  transportation.  To  current  management's
knowledge, such activities ceased in 1996. To date, management is unaware of any
liabilities  or claims which may exist in  connection  with the  Company's  past
businesses.   Nonetheless,   the   Company   notes  that   pursuant  to  Federal
environmental   laws,   the  Company   may  be  liable  for  any   environmental
contaminations which were the result of the Company's past operations. Depending
on the  materials  involved  and the  nature of any  claimed  discharge  of such
materials,  the Company's  liability for the actions of past management could be
financially  devastating  to the  Company's  operations.  In this regard,  it is
management's   understanding  that  past  management  of  the  Company  obtained
insurance in a form and in an amount sufficient to guard against the devastating
effects of any claimed  discharge of the  materials  the Company  handled in the
past.

                                       -5-


<PAGE>

(8)      Research and Development in the Last Two Years

         To  current  management's  knowledge,  the  Company  has  engaged in no
research and development during the past two years.

(9)      Employees

         As of December 31, 1999,  the Company had one (1)  full-time  employee.
The four (4)  officers and  directors  of the Company  also perform  services on
behalf of the Company but do so on a non-exclusive  basis. None of the Company's
employees  or  independent  contractors  is subject to a  collective  bargaining
agreement  and the  Company  believes  its  relations  with  its  employees  and
independent contractors are good.

(c)      Reports to Security Holders

         To the extent that the Company is required to deliver annual reports to
security  holders through its status as a reporting  company,  the Company shall
deliver annual  reports.  Also, to the extent the Company is required to deliver
annual  reports  by the rules or  regulations  of any  exchange  upon  which the
Company's  shares are traded,  the Company shall deliver annual reports.  If the
Company is not required to deliver annual  reports,  the Company will not go the
expense of producing and delivering such reports.  If the Company is required to
deliver  annual  reports,  they will contain  audited  financial  statements  as
required.

         The public may read and copy any  materials  the Company files with the
Securities and Exchange  Commission at the Commission's Public Reference Room at
450  Fifth  Street,  N.W.,  Washington,   D.C.  20549.  The  public  may  obtain
information on the operation of the Public Reference Room by call the Commission
at  1-800-SEC-0330.  The  Commission  maintains an Internet  site that  contains
reports,  proxy and  information  statements,  and other  information  regarding
issuers that file  electronically  with the Commission.  The Internet address of
the Commission's site is (http://www.sec.gov).

                                       -6-


<PAGE>

--------------------------------------------------------------------------------
ITEM 2.           DESCRIPTION OF PROPERTY
--------------------------------------------------------------------------------

(a)      Principal  Plants  and  Property  and  Description  of Real  Estate and
         Operating Data.

         The Company has the use of offices at 4929 Wilshire  Blvd.,  Suite 830,
Los Angeles, California 90010.

(b)      Investment Policies

         The Company's  plan of operations is focused on the  development of its
film  production  and  marketing  endeavors  described in Item (1) of this part.
Accordingly, the

Company  has no  particular  policy  regarding  each of the  following  types of
investments:

         (1)      Investments in real estate or interests in real estate;
         (2)      Investments in real estate mortgages; or
         (3)      Securities  of or  interests in persons  primarily  engaged in
                  real estate activities.

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

         The  Company is not party to,  and none of the  Company's  property  is
subject to, any pending or threatened  legal,  governmental,  administrative  or
judicial  proceedings  that  will  have a  materially  adverse  effect  upon the
Company's financial condition or operation.

--------------------------------------------------------------------------------
ITEM 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------

                  To management's  knowledge,  the company has not submitted any
matter to a vote of the shareholders in over five years.  Shareholder action has
been taken via consent of a majority  of  shareholders  pursuant  to  applicable
state law.

                                       -7-


<PAGE>


PART II

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

         Prior to August 2,  1999,  shares of the  Company's  common  stock were
traded on the system of the National  Association  of Securities  Dealers,  Inc.
("NASDAQ"),  known on the Bulletin  Board under the symbol  "FWLD".  Because the
Company had not complied with the requirements of the NASD, the Company's shares
were  "delisted"  from the OTC  Bulletin  Board  system on August 2,  1999.  The
Company  intends to apply for listing on the OTC  Bulletin  Board system once it
clears any comments the Staff may have to its filing on Form 10-SB.


         The following table sets forth the range of high and low bid prices for
the Company's  Common Stock for each quarterly  period  indicated as reported by
the Research Department of the NASDAQ Stock Market, Inc. The Research Department
of the NASDAQ Stock Market,  Inc. Has indicated that high/low bid information is
unavailable for certain periods :

                                  Common Stock
       --------------------------------------------------------------------
       Quarter Ended                      High Bid                Low Bid
       --------------------------------------------------------------------
       March 31, 2000                    Unavailable            Unavailable
       December 31, 1999                 Unavailable            Unavailable
       September 30, 1999                $  5.00                $ 1.125
       June 30, 1999                     $  0.18                $ 0.0313
       March 31, 1999                    $  0.125               $ 0.0313
       December 31, 1998                 $  0.65625             $ 0.03125
       September 30, 1998                $  1.00                $ 0.375
       June 30, 1998                     $  0.875               $ 0.1875
       March 31, 1998                    $Unavailable           $Unavailable
       December 31, 1997                 $Unavailable           $Unavailable
       September 30, 1997                $Unavailable           $Unavailable
       June 30, 1997                     $Unavailable           $Unavailable
       March 31, 1997                    $Unavailable           $Unavailable

Holders:

         There were  approximately 176 holders of record of the Company's common
stock as of December 31, 1999.

         On August 14, 1996, the Company issued a total of 500,000 shares of its
common stock  pursuant to Rule 504 of Regulation D for $250,000 in cash. Of this
amount,  166,667 of shares were issued to Vestcom,  Ltd. for a consideration  of
$83,333 and 333,333  shares were issued to  Information  Technology,  Ltd. for a
consideration of $166,667.

                                       -8-


<PAGE>



         On September 26, 1996, the Company issued a total of 560,000 additional
shares  of its  common  stock  pursuant  to the same  Rule 504 of  Regulation  D
offering  referred to in the  preceding  paragraph.  Of this amount,  360,000 of
shares were issued to Vestcom,  Ltd. for a consideration of $180,000 and 200,000
shares  were issued to  Information  Technology,  Ltd.  for a  consideration  of
$100,000.

         On July 19, 1999, the Company issued a total of 7,013,392 shares of its
common stock to the following in the following amounts:

              Daly Consultants, Inc.                2,922,247
              Belfair International, Inc.           2,922,247
              Mark Tolner                           1,168,898

         The shares issued to Daly Consultants,  Inc. and Belfair International,
Inc.  were  issued in  consideration  for  $50,000 in cash and the  intellectual
property  purchased by the Company pursuant to the Exchange Agreement dated July
19, 1999. Such property had a value of at least  $525,000.  It is carried on the
Company's  financial  statement  at  predecessor  cost  due to the  relationship
between directors and these  shareholders.  The shares issued to Mr. Tolner were
issued in  consideration  for his services to the Company.  All such shares were
issued in reliance on the exemption from registration  contained in Section 4(2)
of the Securities  Act of 1933, as amended,  and the  certificates  representing
such shares bear a  restrictive  legend  reflecting  the  limitations  on future
transfer of those shares.

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

Plan of Operation

         The Company intends to develop and produce a number of the scripts that
it owns during the next twelve  months.  It is unlikely that more than four will
be completed or commenced  during this first twelve month period of  operations.
Thereafter, the Company intends to develop and produce six or more each year.

         The Company does not intend to use its own funds for the  production of
the films it  produces.  It will use  established  methods of film  financing to
avoid as far as is possible any financial risk or burden to its  shareholders in
relation to such costs. For example,  it is common practice in the film industry
to bring in joint venture partners who provide the necessary production funds in
return for a profit participation in the film. Additionally, the Company intends


                                       -9-


<PAGE>




to make use of any  appropriate  tax subsidies and grants that are available for
film making in various parts of the world.

         The Company will, however,  require a small amount of funds to maintain
its offices and to develop  the films that it decides to produce.  Such  amounts
are considered by management to be relatively minor and are unlikely to exceed a
total of U.S.  $125,000 in the first twelve months of operations  and management
is confident  that such sums will be available to the Company by way of loans or
equity sales.


         Once the Company  begins to generate  fees from the  production  of its
films and sees profits  being derived from the release and sale of its completed
films,  management is confident  that the Company will easily be able to meet is
modest overhead requirements.  The Company will then have sums available for the
acquisition  of  further  rights to  scripts  and  screenplays  that it can then
develop on an on-going basis.

                                      -10-


<PAGE>


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

                                FILMWORLD, INC.
                         A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                              FINANCIAL STATEMENTS
             FOR THE YEARS ENDING DECEMBER 31, 1999, 1998 AND 1997



<PAGE>

<TABLE>
<CAPTION>
                                 FILMWORLD, INC.
                          A DEVELOPMENT STAGE ENTEPRISE

                                TABLE OF CONTENTS
                                -----------------

                                                                                   Page
                                                                                    No.
                                                                                ------------
<S>                                                                                  <C>
              ACCOUNTANT'S AUDIT REPORT                                            F-1

              FINANCIAL STATEMENTS

                          Balance Sheets                                        F-2 - F-3

                          Statements of Operation                                  F-4

                          Statements of Changes in Stockholder's Equity            F-5

                          Statements of Cash Flows                                 F-6

              NOTES TO FINANCIAL STATEMENTS                                     F-7 - F-11
</TABLE>


<PAGE>

W. DALE McGHIE                                Town & Country Plaza
CERTIFIED PUBLIC ACCOUNTANT                   1539 Vassar St. Reno, Nevada 89502
                                              Tel: 702-323-7744
                                              Fax: 702-323-8288


                         INDEPENDENT AUDITOR'S REPORT

To the Board of  Directors

FilmWorld, Inc.(formerly American Pacific Financial Services)

I have audited the accompanying balance sheets of FilmWorld, Inc., a development
stage enterprise  (formerly American Pacific Financial  Services) as of December
31,  1999,  1998 and 1997,  the related  statements  of  operations,  changes in
stockholders'  equity and cash flows for the years then ended.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I 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.
I believe that my audit provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the Company's  financial  position as of December 31, 1999,
1998 and 1997,  and the results of their  operations,  changes in  stockholders'
equity,  and their cash  flows for the years  then  ended,  in  conformity  with
generally accepted accounting principals.

The  accompanying  financial  statements  have been presented  assuming that the
Company will continue as a going concern.  As discussed in Notes 1 and 10 to the
financial  statements,  the  Company  recently  reorganized  and its  ability to
continue  as a  going  concern  is  dependent  on  attaining  future  profitable
operations.  The financial  statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/W. Dale McGhie
-----------------
W. Dale McGhie
Reno, Nevada
March 22, 2000

                                       F-1

<PAGE>



                FILMWORLD, INC. -- A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                                 BALANCE SHEETS
                        DECEMBER 31, 1999, 1998 AND 1997

                                     ASSETS

                                                       1999     1998      1997
                                                     --------   -----   --------
CURRENT ASSETS

    Cash                                             $     73   $--     $    457
    Prepaid Expenses                                     --      --        1,658
                                                     --------   -----   --------
    Total Current Assets                                   73    --        2,115
                                                     --------   -----   --------

PROPERTY, PLANT & EQUIPMENT

    Vehicles                                             --      --       15,480
    Machines and Equipment                              3,096    --         --
    Furniture and Fixtures                               --      --       11,036
                                                     --------   -----   --------
                                                        3,096    --       26,516
    Less Accumulated Depreciation                         310    --       11,024
                                                     --------   -----   --------
    Total Property, Plant & Equipment                   2,786    --       15,492
                                                     --------   -----   --------

OTHER ASSETS

    Film inventory, story rights and scenarios        536,400    --         --
    Deposits                                              400    --        1,658
                                                     --------   -----   --------
    Total Other Assets                                536,800    --        1,658
                                                     --------   -----   --------
    TOTAL ASSETS                                     $539,659   $--     $ 19,265
                                                     ========   =====   ========


     The accompany notes are an integral part of these financial statements

                                       F-2
<PAGE>
<TABLE>
<CAPTION>

                FILMWORLD, INC. -- A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                                 BALANCE SHEETS
                        DECEMBER 31, 1999, 1998 AND 1997

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                  1999           1998          1997
                                                                              -----------    -----------    -----------
<S>                                                                           <C>            <C>            <C>
CURRENT LIABILITIES
    Account Payable Trade                                                     $     3,600    $     9,594    $    18,133
    Accrued Interest                                                          $       300           --             --
    Bank Overdraft                                                                   --            3,844           --
    Current Portion of Long Term Debt                                             159,335           --            3,855
                                                                              -----------    -----------    -----------
    Total Current Liabilities                                                     163,235         13,438         21,988
                                                                              -----------    -----------    -----------
LONG TERM LIABILITIES
    Notes and contracts, Net of Current
       Portion  (Note 3)                                                             --             --            6,505
    Notes Payable, Shareholder (Note 4)                                              --             --          194,864
                                                                              -----------    -----------    -----------
    Total Long-Term Liabilities                                                      --             --          201,369
                                                                              -----------    -----------    -----------
    Deferred Income Taxes - Note 6                                                   --             --             --
                                                                              -----------    -----------    -----------
STOCKHOLDERS' EQUITY
    Preferred stock: 10,000,000 shares
      authorized ($.001 par value), none issued
    Common Stock: 100,000,000 shares
      authorized, ($.001 par value) issued and                                       --             --             --
      and outstanding 7,848,517 shares on December 31, 1999,
       and 779,266 shares on December 31 1998 and 1997,
       (See Note 2)                                                                 7,849            779            779
    Additional Paid in Capital                                                    563,386      1,146,648      1,141,812
    Accumulated Deficit (prior to quasi reorganization)                              --       (1,160,865)    (1,346,683)
    Deficit accumulated during divelopment
       stage (July 16, 1999 in connection with quasi reorganization)             (194,811)          --             --
                                                                              -----------    -----------    -----------
    Total Stockholder's Equity                                                    376,424        (13,438)      (204,092)
                                                                              -----------    -----------    -----------
                                                                              $   539,659    $      --      $    19,265
                                                                              ===========    ===========    ===========
</TABLE>


     The accompany notes are an integral part of these financial statements

                                       F-3
<PAGE>

<TABLE>
                FILMWORLD, INC. -- A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                             STATEMENTS OF OPERATION
              FOR THE YEARS ENDING DECEMBER 31, 1999, 1998 AND 1997
<CAPTION>

                                                            From inception
                                                            of development
                                                                 stage          1999        1998         1997
                                                                ---------    ---------    ---------    ---------
REVENUE

<S>                                                             <C>          <C>          <C>          <C>
    Transportation Disposal                                     $    --      $    --      $    --      $ 128,324
    Sales and Rental Income                                          --           --           --         65,266
    Gaming Income (Note 1)                                           --           --           --         25,217
    Transaction Fee Income (Note 1)                                  --           --        289,230         --
                                                                ---------    ---------    ---------    ---------
      Total Revenue                                                  --           --        289,230      218,807
                                                                ---------    ---------    ---------    ---------
DIRECT COSTS

    Labor Costs                                                      --           --           --        154,657
    Facility Costs                                                   --           --         15,292       32,271
    Vehicle Expenses                                                 --           --           --         47,760
    Depreciation                                                     --           --          4,914       19,577
    Cost of Sales                                                    --           --           --         35,516
    Gaming Payout (Note 1)                                           --           --           --         19,729
                                                                ---------    ---------    ---------    ---------
       Total Direct Costs                                            --           --         20,206      309,510
                                                                ---------    ---------    ---------    ---------
Revenue Less Direct Costs                                            --           --        269,024      (90,703)
                                                                ---------    ---------    ---------    ---------

OPERATING EXPENSES

    Outside Services                                               22,435       22,435
    Labor Costs                                                      --           --         92,862      138,661
    Travel (post 1998)                                             16,644       16,644
    General and Administrative Expenses                             5,432        7,632       33,377      186,484
                                                                ---------    ---------    ---------    ---------
        Total Operating Expenses                                   44,511       46,711      126,239      325,145
                                                                ---------    ---------    ---------    ---------
Operating Income (Loss)                                           (44,511)     (46,711)     142,785     (415,848)

OTHER INCOME / (EXPENSE)

    Organizational Costs (Note 2)                                (150,000)    (150,000)        --           --
    Interest Expense                                                 (300)        (300)
    Forgiveness of Debt                                              --           --        308,466         --
    (Bad Debt)                                                       --           --       (264,930)        --
    Gain on sale of Assets                                           --           --           (503)        --
                                                                ---------    ---------    ---------    ---------
NET GAIN (LOSS) BEFORE INCOME

TAXES AND EXTRAORDINARY ITEM                                     (194,811)    (197,011)     185,818     (415,848)
     Provision for Income Taxes  (Note 6)                            --           --           --           --
                                                                ---------    ---------    ---------    ---------
NET (LOSS) BEFORE

EXTRAORDINARY ITEM                                               (194,811)    (197,011)     185,818     (415,848)
    Extraordinary Item (Notes 1 and 9)                               --           --           --        105,178
                                                                ---------    ---------    ---------    ---------
    NET INCOME (LOSS)                                           $(194,811)   $(197,011)   $ 185,818    $(310,670)
                                                                =========    =========    =========    =========

Earnings (Loss ) Per Common Share (Note 2)                           --      $  (0.010)   $   0.238    $  (0.399)
                                                                =========    =========    =========    =========
Fully diluted earnings (loss) per comon share
    (Note 2)                                                                              $   0.227
                                                                                          =========
</TABLE>

     The accompany notes are in integral part of these financial statements

                                       F-4
<PAGE>

<TABLE>
                FILMWORLD, INC. -- A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                  STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
             FOR THE YEARS ENDING DECEMBER 31, 1999, 1998, AND 1997
<CAPTION>
                                                                                                           Deficit
                                                       Capital                                              Accum.
                                                       Stock                  Paid-in       Retained      During Dev.
                                               Number          Amount         Capital       Earnings        Stage
                                             -----------    -----------    -----------   -----------    -----------

<S>                                            <C>          <C>            <C>           <C>            <C>
Balance December 31,1996                       7,792,658    $     7,793    $ 1,134,798   $(1,036,013)   $      --
Impact from 10-1 reverse split
    occurring on 7/23/99                      (7,013,392)        (7,014)         7,014          --             --
                                             -----------    -----------    -----------   -----------    -----------
Restated Balance
     December 31, 1996                           779,266            779      1,141,812    (1,036,013)          --
Net loss for the year ending
    December 31, 1997                               --             --             --        (310,670)          --
                                             -----------    -----------    -----------   -----------    -----------
Balance, December 31, 1997                       779,266            779      1,141,812    (1,346,683)          --
Stockholder's contribution to                       --
    paid in capital                                 --             --            4,836          --             --
Net profit for the year ending                      --
    December 31, 1998                               --             --             --         185,818           --
                                             -----------    -----------    -----------   -----------    -----------
Balance, December 31, 1998                       779,266            779      1,146,648    (1,160,865)          --
Stockholder's Contribution to
    paid in capital                               12,883
Stock issued for cash                            615,034            615         52,150          --             --
Stock issued for services at par               1,168,898          1,169           --            --             --
Stock  issued for film inventory
    (at cost)                                  5,229,460          5,230        514,770          --             --
Stock issued for services at par                  55,859             56           --            --             --
Quasi Reorganization                          (1,163,065)     1,163,065
Net (loss) for the year
    ending December 31, 1999                        --             --             --          (2,200)      (194,811)
                                             -----------    -----------    -----------   -----------    -----------
Balance, August 31, 1999                       7,848,517    $     7,849    $   563,386   $      --      $  (194,811)
                                             ===========    ===========    ===========   ===========    ===========
</TABLE>

     The accompany notes are in integral part of these financial statements

                                       F-5
<PAGE>

<TABLE>
<CAPTION>
                FILMWORLD, INC. -- A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                            STATEMENTS OF CASH FLOWS
             FOR THE YEARS ENDING DECEMBER 31, 1999, 1998, AND 1997

                                                       From inception
                                                       of development
                                                           stage         1999          1998        1997
                                                          ---------    ---------    ---------    ---------
<S>                                                       <C>          <C>          <C>          <C>
Cash Flows  Operating Activities:
Net Income (Loss)                                         $(194,811)   $(197,011)   $ 185,818    $(310,670)
    Adjustments to Reconcile Net Income
     to Net Cash provided by operating activities
      Depreciation and Amortization                             310          310        4,914       19,577
      Book Value of Equipment Sold                             --           --         10,578      216,569
    Stock for services                                           56           56
      Forgiveness of Debt                                      --           --       (308,466)        --
    (Increase) Decrease in:
      Change in Accounts Receivable                            --           --           --        100,760
      Change on Other Assets                                   (400)        (400)       3,316       17,686
    Increase (Decrease) in:
      Change in Accounts Payable                                845       (5,994)      (8,540)      13,557
      Change in Other Current Liability                         300          300         --        (16,622)
                                                          ---------    ---------    ---------    ---------
    Net Cash Provided (Used) by

        Operating Activities                               (193,700)    (202,739)    (112,380)      40,857
                                                          ---------    ---------    ---------    ---------

Cash Flows Investment Activities:

    Investments in film rights                             (536,400)    (536,400)        --           --
    Investments in plant and equipment                       (3,096)      (3,096)        --           --
    Gain on Liquidation of Subsidiary                          --           --       (102,485)
                                                          ---------    ---------    ---------    ---------
    Net Cash (Used) by

          Investment Activities                            (539,496)    (539,496)        --       (102,485)
                                                          ---------    ---------    ---------    ---------

Cash Flows Financing Activities:

    Stockholder Loan                                          9,335        9,335      113,602      194,864
    Repayment of long term debt                                --           --        (10,359)    (139,325)
    Contributions to Capital                                573,934      586,817        4,836         --
    Increase in long term debt                              150,000      150,000         --           --
                                                          ---------    ---------    ---------    ---------
    Net Cash Provided (Used)

         by Financing Activities                            733,269      746,152      108,079       55,539
                                                          ---------    ---------    ---------    ---------

Increase (Decrease) in Cash and Cash

    Equivalents                                                  73        3,917       (4,301)      (6,089)
Cash at Beginning of Year                                      --         (3,844)         457        6,546
                                                          ---------    ---------    ---------    ---------

Cash at End of Year                                       $      73    $      73    $  (3,844)   $     457
                                                          =========    =========    =========    =========
</TABLE>

     The accompany notes are an integral part of these financial statements


                                       F-6
<PAGE>

                FILMWORLD, INC. - A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                        NOTES TO THE FINANCIAL STATEMENTS
                        DECEMBER 31, 1999, 1998 AND 1997

Note 1 - ORGANIZATION AND NATURE OF BUSINESS

FilmWorld,  Inc. ("the Company") is a Development Stage Enterprise as defined by
FASB  statement  No.  7,   "Accounting   and  Reporting  by  Development   Stage
Enterprises."

The Company was  originally  organized  under the laws of the State of Nevada on
December 23, 1986,  under the name Hair Life Inc.  The Company  became  inactive
during 1987 and remained inactive until September 1, 1994. On September 1, 1994,
the  shareholders  of the Hair  Life,  Inc.  and the "The  Patterson  Group"  (a
California S Corporation)  approved a reverse acquisition  agreement whereby The
Patterson Group became a wholly owned subsidiary of Hair Life, Inc., in exchange
for  4,500,000  shares of common stock (after  giving  effect to a reverse stock
split) of Hair Life.  Hair Life,  Inc.  then  changed its name to The  Patterson
Group. The Patterson Group changed its  capitalization by a reverse split of the
then  outstanding  common stock of one new share for each forty old shares.  The
Patterson Group conducted operations via 2 subsidiaries until approximately June
1998,  at  which  time one  subsidiary  sought  relief  under  Chapter  7 of the
bankruptcy laws in the United States  Bankruptcy  Court for the Central District
of California. The effects of the bankruptcy were reflected in the 1997 audit of
the Patterson Group. Another subsidiary, APF Holdings (fka Blue Parrot Holdings)
also  discontinued  operations  in 1998,  after which time the  Patterson  Group
transferred  all interest in it to the  majority  shareholder  of The  Patterson
Group. By December 31, 1998, the Patterson Group had discontinued all operations
and remained dormant until May 1999.

In May of 1999, the majority  shareholder of the Patterson Group sold his common
stock in the Patterson  Group  (equaling  approximately  90% of the  outstanding
common  stock).  On or about  July 18,  1999,  the new  shareholders  funded the
Company  with  $50,000 and film  rights with a cost basis of $525,000  (which is
also the current fair market value) after giving effect to a ten for one reverse
split and changing the corporate name to FilmWorld,  Inc. The Company authorized
a capitalization of 100,000,000  shares of common stock and 10,000,000 shares of
preferred  stock,  with a par value of $0.001 per share.  All  references in the
accompanying  financial  statements  to the  number  of  common  shares  and the
per-share  amounts  for 1997 and 1998 have been  restated to reflect the reverse
split and authorized capitalization.

On July 19, 1999, the  stockholders  of the Company  approved a plan of informal
quasi  reorganization.  This  plan  eliminated  its  then  retained  deficit  of
$1,163,065 and lowered additional paid in capital by the same amount.

The Company is  currently  in the motion  picture  production  and  distribution
business.


                                       F-7
<PAGE>

                FILMWORLD, INC. - A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                        NOTES TO THE FINANCIAL STATEMENTS
                        DECEMBER 31, 1999, 1998 AND 1997

Note 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPALS OF CONSOLIDATION:
These financial statements were consolidated during 1997 and 1998 to include the
accounts  of  The  Patterson  Group  and  its  wholly-owned  subsidiaries.   All
significant  inter-company  accounts and  transactions  were  eliminated  in the
consolidated statements.

CASH EQUIVALENTS:
The Company records as cash equivalents all highly liquid short-term investments
with original maturates of three months or less.

INVENTORIES:

Inventories are stated at the lower of cost or market. Film costs are segregated
between  current and  non-current  assets.  Unamortized  cost of films released,
completed films not released and television  films in production  under contract
of sale are current assets.  All other  capitalized film costs are classified as
non-current assets.

NATURE OF BUSINESS:
Filmworld is a producer,  seller of motion pictures.  They currently have rights
to several screenplays, which they will produce movies of in the near future.

REVENUE RECOGNITION:
Revenues on motion  pictures are recognized on show dates under both  percentage
of receipts and flat fee arrangements. Nonrefundable guarantees are deferred and
recognized as revenue as show dates occur. Outright sales of motion pictures are
recognized as revenue as of date of sale.

PRODUCTION COSTS:
Production  costs of motion  pictures are capitalized as inventory and amortized
using the individual-film-forecast method.

PROPERTY, PLANT, AND EQUIPMENT:
Equipment is recorded at cost and depreciated  over its useful life generally on
a straight-line basis.

INCOME TAXES:
The Company  adopted  Financial  Accounting  Statement No. 109,  "Accounting for
Income Taxes," which requires recognition of deferred tax liabilities and assets
for the expected  future tax  consequences  of events that have been included in
the  financial  statements  or  tax  returns.  The  Company  made  the  required
calculation based upon the difference between financial statements and tax bases
of assets  and  liabilities  using tax rates in effect for the year in which the
differences were expected to reverse. See also Note 6.


                                       F-8
<PAGE>

                FILMWORLD, INC. - A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                        NOTES TO THE FINANCIAL STATEMENTS
                        DECEMBER 31, 1999, 1998 AND 1997

Note 2 -- SUMMARY OF SIGNIFICANT  ACCOUNTING  POLICIES  (Continued  EARNINGS PER
SHARE and OPTIONS:

Except as discussed  immediately  below,  the earnings per share  calculation is
based on the weighted  average number of shares of common stock and common stock
equivalents  outstanding  during the period:  4,286,000 for December,  1999, and
779,266 for December 31, 1998 and 1997.

Currently  outstanding  is an option to purchase  37,000 shares at $5 per share.
Except for 1998,  the options were not included in the earnings per common share
calculation, as the options are anti-dilutive.  Fully diluted shares outstanding
on December 31, 1998 were 816,266.

USE OF ESTIMATES:
The preparation of financial  statements in conformity  with generally  accepted
accounting principals requires management to make estimates and assumptions that
affect certain  reported amounts and  disclosures.  Accordingly,  actual results
could differ from management's estimates.

ORGANIZATIONAL COSTS:
The Company has adopted  Statement of Position  ("SOP") 98-5,  "Reporting on the
Costs of Start-up  Activities" issued in April 1998 by the Accounting  Standards
Executive  Committee of the American Institute of Certified Public  Accountants.
Pursuant to SOP 98-5,  organizational  costs are expensed as incurred instead of
being capitalized and amortized.

Note 3 - AMOUNTS DUE ON NOTE AND CONTRACT

Amounts due under  contract  consisted of the following as of December 31, 1999,
1998 and 1997:

                                                           Balance Due
                                                    1999     1998        1997
Amount due on contract dated 7/23/99 to
Hidden Splendor Resources, payable on
demand with no interest                           $150,000     $ --     $   --

Note payable to  Whyteburg Limited Unsecured
payable on demand with interest a 12% per annum      9,334     --           --


                                       F-9
<PAGE>

                FILMWORLD, INC. - A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                        NOTES TO THE FINANCIAL STATEMENTS
                        DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>

<S>                                                <C>             <C>           <C>
A note dated 7/9/96, secured by an automobile,
payable at $356 per month including interest at
4.9% per annum                                           --            --          10,359
                                                   ----------      ----------    ----------

Total Notes Payable                                   159,334          --          10,359
Less Current Portion                                  159,334          --           3,855
                                                   ----------      ----------    ----------

Long Term Debt                                     $     --        $   --         $ 6,504
                                                   ==========      ==========    ==========
</TABLE>

Note 4 - NOTE PAYABLE SHAREHOLDER

         Notes Payable to Shareholder  consisted of the following as of December
31, 1999, 1998 1997:

<TABLE>
<CAPTION>
                                                                                               Balance Due

                                                                                      1999        1998          1997
   Note Payable,  unsecured,  dated 12/31/97,  with interest  accruing at 6% per
   annum beginning 7/1/98.
<S>                                                                                   <C>          <C>       <C>
   This note was forgiven in 1998                                                      --           --       $  197,864
</TABLE>

During 1998,  the  Shareholder  loaned  additional  amounts to the Company for a
total payable of $308,466. The shareholder forgave the entire debt in 1998.

Note 5 - LEASE COMMITMENTS

All leases were surrendered during 1997. See also Note 3.

Note 6 - INCOME TAXES

The Company has net operating  loss carry  forwards of  approximately  $170,000,
which can be carry  forward to offset  future  taxable  earnings  until the year
2024.  Prior losses will be of nominal value because of the change in ownership.
See also Note 2.

Note 7 - DIVIDEND POLICY

The Company has paid no dividends since inception.

Note 9 - EXTRAORDINARY ITEM

In June of 1998, the Company  liquidated a wholly owned  subsidiary via a filing
under Chapter 7 of the bankruptcy laws in the United States Bankruptcy Court for
the  Central  District  of  California.  The  effects  of the  liquidation  were
reflected in the 1997 financial statements. See also Note 1.


                                       F-10
<PAGE>

                FILMWORLD, INC. - A DEVELOPMENT STAGE ENTERPRISE
                 (Formerly American Pacific Financial Services)
                        NOTES TO THE FINANCIAL STATEMENTS
                        DECEMBER 31, 1999, 1998 AND 1997

Note 10- UNCERTAINTY REGARDING GOING CONCERN

The Company's financial  statements have been prepared assuming that the Company
will continue as a going concern.  The Company's  ability to continue as a going
concern is dependent on attaining future profitable operations. If operations do
not become profitable, then substantial doubt exists about the Company's ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustment that might result from the outcome of this uncertainty.

                                       F-11
<PAGE>

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

         There  have  been  no  disagreements  with  the  Company's  independent
accountants  over any item  involving the Company's  financial  statements.  The
Company's  independent   accountants  are  W.  Dale  McGhie,   Certified  Public
Accountant, Town & Country Plaza, 1539 Vassar Street, Reno, Nevada 89502.

PART III

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

(a)  Directors and Executive Officers

         As of December 31, 1999,  the directors  and executive  officers of the
Company,  their  ages,  positions  in the  Company,  the dates of their  initial
election or appointment as director or executive officer,  and the expiration of
the terms as directors are as follows:

<TABLE>
<CAPTION>
                                                                                 Period Served As
Name                                Age           Position                       Officer/Director*
----                                ---           --------                       -----------------
<S>                                 <C>                                         <C>
Menahem Golan                       70       Chairman of the Board              7-19-99 to Present
                                             And a Director

John Daly                           62       President and Director             7-19-99 to Present

Alexander H. Walker, Jr.            73       Secretary and Director             7-1-99 to Present


Mark Tolner                         43       CEO, Treasurer                     7-19-99 to Present
                                             and Director
</TABLE>

                                      -11-


<PAGE>



*The Company's  directors are elected at the annual meeting of stockholders  and
hold office until their  successors  are elected and  qualified.  The  Company's
officers  are  appointed  annually  by the Board of  Directors  and serve at the
pleasure of the Board.

(b)      Business Experience:

         Menahem  Golan,  age 70, is the Chairman of the Board and a Director of
FilmWorld,  Inc.  During the 1980's,  Mr.  Golan  served as the  Chairman of the
Cannon Group, Inc., an independent film production  company.  Through the Cannon
Group, Mr. Golan produced over 150 films,  including "The Assault," a film which
won the Academy  Award in the category of best  foreign  film;  "Love  Streams";
"Satin Slippers";  "Runaway Train"; "Over the Top"; "Cobra"; "Little Dorrit"; "A
Cry in the Dark";  "Hannah's War";  "Delta Force";  "Over the Brooklyn  Bridge";
"The Magician of Lublin"; "Superman"; and "Operation Thunderbolt".  Accordingly,
Mr. Golan has extensive  experience in producing motion  pictures.  In addition,
Mr. Golan has directed motion pictures during the last five (5) years.

         John Daly,  age 62, is the President and a Director of the Company.  He
has dedicated his life to entertainment  and promotion and with a partner formed
Hemdale which became one of the leading  packagers,  financiers and producers of
motion pictures.  The company won many Oscar  nominations and other  prestigious
awards  from  around  the  World.  Mr Daly  has  been  responsible  for over 100
productions including Oscar-winning Best Pictures, "Platoon" and "Last Emperor",
the award winning  "Hoosiers" and "At Close Range".  Other films in which he and
Hemdale participated include "The Terminator",  the Cannes award winner "Images"
as well as "The Triple Echo", "The Falcon and the Snowman" and "Hidden Agenda".

         Mark  Tolner,  age 43,  is the CEO,  Treasurer  and a  Director  of the
Company. Mr. Tolner is an International  entrepreneur and senior-level executive
with demonstrated ability to adapt very rapidly to new concepts and technologies
with an extensive background in business,  financial and investment  management.
Mr Tolner has a proven track record of success in top level corporate leadership
both  internationally  and in the U.S. in start-up and turnaround  situations as
well as in joint  ventures  and  acquisitions.  During the last eight  years his
achievements  include  conceptualizing,  negotiating,  funding and  managing the
joint venture vehicle used in the expansion of the well-known,  largest chain of
specialist sandwich retailers in London, England, Pret a Manger and subsequently
orchestrating  a $250 million,  fully funded,  cash bid for the business by U.S.
interests  backed by Apax  Ventures  of  London.  Negotiating  and  funding  the
acquisition  from a Danish Venture Capital company of a controlling  interest in
an innovative  company with joint ventures in television data  broadcasting with
CNN and  Reuters,  and  performing  a  substantial  debt  restructuring  for the
Brazilian State owned shipping line Lloyd Brasiliero cn.

                                      -12-


<PAGE>


         Alexander H. Walker,  Jr., age 73,  received his B.A.  from  Waynesburg
College in 1950 and his J.D. from the University of Pittsburgh  School of Law in
1952. Since 1956, Mr. Walker has been a practicing  attorney,  with his practice
including trial and transactional work, with an emphasis on corporate securities
matters. From 1955 to 1956, he served as the Attorney in Charge of the Salt Lake
City, Utah Branch of the United States Securities and Exchange Commission, first
serving  as the  Attorney  Advisor  for the  Division  of  Corporate  Finance in
Washington,  D.C. from 1954 to 1955.  From 1956 through the present,  Mr. Walker
has  maintained  a private  practice.  He  maintains  licenses  in both Utah and
Pennsylvania.

(c)      Directors of Other Reporting Companies:

         Messrs. Daly, Walker and Tolner are officers and directors of Entertech
Media Group, Inc., a corporation which filed a Form 10-SB with the Commission on
or about  June 11,  1999.  As of the  filing of this Form  10-SB,  Entertech  is
responding to the comments from the Staff.  Accordingly,  Entertech has not made
application  for the trading of its shares on the OTC Bulletin  Board market and
Entertech's shares are not quoted on any quotation system.

         Mr.  Walker also is a director of Talk Visual  Corp.  whose  shares are
traded under the symbol TVCP on the OTC  Bulletin  Board  market,  as well as an
officer and director of Harvard  Scientific  Corp. whose shares are traded under
the symbol "VGEN" on the Over-the-Counter NASDAQ Bulletin Board.

(d)      Employees:

         The officers and directors who are identified above are the significant
employees of the Company.

(e)      Family Relationships:

         There are no family  relationships  between  the  directors,  executive
officers or any other  person who may be  selected  as a director  or  executive
officer of the Company.

(f)      Involvement in Certain Legal Proceedings:

         None of the officers,  directors,  promoters or control  persons of the
Company have been involved in the past five (5) years in any of the following:

         (1)      Any  bankruptcy  petition  filed by or against any business of
                  which such person was a general  partner or executive  officer
                  either at the time of the bankruptcy or within two years prior
                  to that time;

                                      -13-


<PAGE>


         (2)      Any conviction in a criminal proceedings or being subject to a
                  pending criminal proceeding  (excluding traffic violations and
                  other minor offenses);


         (3)      Being   subject  to  any  order,   judgment  or  decree,   not
                  subsequently  reversed,  suspended or vacated, or any Court of
                  competent jurisdiction,  permanently or temporarily enjoining,
                  barring,  suspending or otherwise  limiting his involvement in
                  any type of business, securities or banking activities; or

         (4)      Being found by a court of competent  jurisdiction  (in a civil
                  action),  the  Commission  or the  Commodity  Futures  Trading
                  Commission to have violated a federal or state securities laws
                  or  commodities  law, and the judgment has not been  reversed,
                  suspended, or vacated.

         The officers and directors  who are  identified  above are  significant
employees of the Company.

(g)      Section 16a Beneficial Ownership Compliance

         Together with the filing of this Form 10-KSB,  the officers,  directors
and beneficial  owners of more than 10% of the Company's common stock are filing
their initial statements of ownership on Form 3. To management's knowledge, such
filings  are the only  filings  made on Forms 3, 4 or 5 in  connection  with the
Company's stock since the Company's charter was reinstated.

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

         The following table sets forth information  about  compensation paid or
accrued by the Company during the years ended  December 31, 1998,  1997 and 1996
to the Company's  officers and directors.  None of the Executive Officers of the
Company earned more than $100,000 during the years ended December 31, 1998, 1997
and 1996.

                                      -14-


<PAGE>

<TABLE>
<CAPTION>
                                                          Summary Compensation Table
                                                            Long Term Compensation
                             Annual Compensation       Awards                      Payouts
                           ---------------------    ------------                  ---------
                                                     (e)                       (g)
                                                    Other      (f)          Securities     (i)

 (a)                                                Annual   Restricted   Under-   (h)    Other
Name and                             (c)    (d)     Compen-  Stock        Lying    LTIP    Compen-
Principal                   (b)    Salary  Bonus    sation   Awards       Options/ Payouts sation
Position                    Year   $       ($)       ($)      ($)         SARs(#)   ($)     ($)
--------                   ------  ------  -----    ------   -----       --------  ------  -----
<S>                        <C>     <C>     <C>     <C>       <C>           <C>      <C>     <C>
Mehahem Golan
Chairman of                1998    $ None  $ None  $ None    $ None        None     None    None
the Board                  1997    $ None  $ None  $ None    $ None        None     None    None
                           1996    $ None  $ None  $ None    $ None        None     None    None

John Daly
President and              1998    $ None  $ None  $ None    $ None        None     None    None
Director                   1997    $ None  $ None  $ None    $ none        None     None    None
                           1996    $ None  $ None  $ None    $ None        None     None    None

Alexander H. Walker, Jr.
Secretary and              1998    $ None  $ None  $ None    $ None        None     None    None
Director                   1997    $ None  $ None  $ None    $ None        None     None    None
                           1996    $ None  $ None  $ None    $ None        None     None    None

Mark Tolner
CEO, Treasurer             1998    $ None  $ None  $ None    $ None        None     None    None
and Director               1997    $ None  $ None  $ None    $ None        None     None    None
                           1996    $ None  $ None  $ None    $ None        None     None    None
</TABLE>


         The Company has not  compensated its management in the last three years
due to the fact that the  Company has not been  engaged in business  since 1990.
However,  the following table sets forth information about  compensation paid or
accrued during the years ended December 31, 1999, 1998 and 1997 to the Company's
officers and directors.  None of the Company's  Executive  Officers  earned more
than $100,000 during the years ended December 31, 1999, 1998 and 1997.

                                      -15-


<PAGE>


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

(a)      5% Shareholders:
<TABLE>
<CAPTION>
         The following information sets forth certain information as of December
31,  1999 about each  person  who is known to the  Company to be the  beneficial
owner of more than five percent (5%) of the Company's Common Stock:

                           (2)

(1)               Name and Address                          (3)                       (4)
Title             of Beneficial                      Amount and Nature of           Percent of
of Class          Owner                              Beneficial Ownership           Class
--------          ---------------                    --------------------           ----------

<S>                                                     <C>                           <C>
Common       Daly Consultants, Inc.                     2,922,247 1                   37.5%
             1255 Norman Place
             Los Angeles, CA 90212

Common       Belfair International, Inc.                2,922,247 2                   37.5%
             600 S. Curson Avenue, #347
             Los Angeles, CA   90036

Common       Mark Tolner                                1,168,898                     15.0%
             4929 Wilshire Blvd., Suite 830
             Los Angeles, CA    90010

Common       Hidden Splendor Resources                    459,450 3                    5.9%
             50 West Liberty Street, Suite 880
             Reno, NV   89501
     --------
</TABLE>

         1 Such  shares are  beneficially  owned by John Daly,  President  and a
Director  of  FilmWorld,  Inc.,  through  his  ownership  and  control  of  Daly
Consultants, Inc. Daly Consultants, Inc. is the owner of record of all 2,922,247
shares.

         2 Such shares are beneficially owned by Menahem Golan,  Chairman of the
Board and a Director of  FilmWorld,  Inc.,  through his ownership and control of
Belfair International,  Inc. Belfair International,  Inc. is the owner of record
of all 2,922,247 shares.

         3 Such shares are  beneficially  owned by  Alexander  H.  Walker,  Jr.,
Treasurer and a Director of FilmWorld,  Inc.,  through his ownership and control
of Hidden Splendor  Resources.  Hidden Splendor Resources is the owner of record
of all 459,450 shares.
                                      -16-


<PAGE>


(b)      Security Ownership of Management:

                                                     (2)



<TABLE>
<CAPTION>
(1)               Name and Address                          (3)                       (4)
Title             of Beneficial                      Amount and Nature of           Percent of
of Class          Owner                              Beneficial Ownership           Class
--------          ---------------                    --------------------           ----------

<S>               <C>                                     <C>                         <C>
Common            John Daly                               2,922,247 4                 37.5%
                  1255 Norman Place
                  Los Angeles, CA 90049

Common            Menahem Golan                           2,922,247 5                 37.5%
                  600 S. Curson Avenue, #347
                  Los Angeles, CA 90036

Common            Mark Tolner                             1,168,898                   15.0%
                  4929 Wilshire Blvd., Suite 830
                  Los Angeles, CA    90010

Common            Alexander H. Walker, Jr.                459,450 6                    5.9%
                  50 West Liberty Street, Suite 880
                  Reno, Nevada  89501

Common            All Directors and                       7,472,842                   95.9%
</TABLE>

                           Officers as a Group

(c)      Changes in Control:

         There is no arrangement which may result in a change in control.
  ---------

         4 Such  shares are  beneficially  owned by John Daly,  President  and a
Director  of  FilmWorld,  Inc.,  through  his  ownership  and  control  of  Daly
Consultants, Inc. Daly Consultants, Inc. is the owner of record of all 2,922,247
shares.

         5 Such shares are beneficially owned by Menahem Golan,  Chairman of the
Board and a Director of  FilmWorld,  Inc.,  through his ownership and control of
Belfair International,  Inc. Belfair International,  Inc. is the owner of record
of all 2,922,247 shares.

         6 Such shares are  beneficially  owned by  Alexander  H.  Walker,  Jr.,
Treasurer and a Director of FilmWorld,  Inc.,  through his ownership and control
of Hidden Splendor Resources is the owner of record of all 459,450 shares.



                                      -17-


<PAGE>



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

         During the past two (2)  years,  the  Company  has not  entered  into a
transaction  with a value in excess  of  $60,000  with a  director,  officer  or
beneficial  owner  of 5% or more  of the  Company's  capital  stock,  except  as
follows:

         On July 19, 1999, the Company issued a total of 7,013,392 shares of its
common stock to the following in the following amounts:

                  Daly Consultants, Inc.                 2,922,247
                  Belfair International, Inc.            2,922,247
                  Mark Tolner                            1,168,898

         The shares issued to Daly Consultants,  Inc. and Belfair International,
Inc.  were  issued in  consideration  for  $50,000 in cash and the  intellectual
property  purchased by the Company pursuant to the Exchange Agreement dated July
19, 1999. Such property had a value of at least  $525,000.  It is carried on the
Company's  financial  statement  at  predecessor  cost  due to the  relationship
between directors and these  shareholders.  The shares issued to Mr. Tolner were
issued in consideration for his future services to the Company.  All such shares
were issued in reliance on the exemption from registration  contained in Section
4(2)  of  the  Securities  Act  of  1933,  as  amended,   and  the  certificates
representing such shares bear a restrictive legend reflecting the limitations on
future transfer of those shares.

         The  Company is  indebted  to Hidden  Splendor  Resources,  Ltd. in the
amount of $150,000.  Alexander H. Walker,  Jr. is the beneficial owner of Hidden
Splendor  Resources,  Ltd.  This  debt is for  legal  and  accounting  services,
transfer  fees,  filing  fees and other  expenses  incurred  as a result of this
corporate reorganization.


                                      -18-


<PAGE>


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

         To  management's  knowledge,  the  company has not filed any reports on
Form 8-K during the last year or during the last five years.
<TABLE>
<CAPTION>
Assigned Number            Description
---------------            -----------

<S>                        <C>
(2)                        Plan of acquisition, reorganization, arrangement, liquidation, or
                           succession:      Included

(3)(ii)                    By-laws of the Company: Included

(4)                        Instruments defining the rights of holders including indentures:
                           None

(9)                        Voting Trust Agreement:   None

(10)                       Material Contracts: None

(11)                       Statement regarding computation of per share earnings:
                           Computations can be determined from financial statements.

(16)                       Letter on change in certifying accountant:   None

(21)                       Subsidiaries of the registrant:   None

(24)                       Power of Attorney:   None

(27)                       Financial Data Schedule:   Included

(99)                       Additional Exhibits:   None
</TABLE>

                                      -19-


<PAGE>


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



         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

Dated:   April 7, 2000.

                              FILMWORLD, INC.
                              By:  /s/ Mark Tolner
                                   ---------------
                                   Mark Tolner
                                   Chief Executive Officer

                                      -20-