UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

|[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
|--------------------------------------------------------------------------------------
|For the fiscal year ended ___June 30, 2000____                                        

|[ ] TRANSITION REPORT UNDER SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|------------------------------------------------------------------------------------------
|For the transition period from
    __________________ to _________________                
|Commission file number __________________                                                 

|MPEG SUPER SITE, INC.                                                
|---------------------------------------------------------------------
|(Exact name of small business
    issuer as specified in its charter)
|                                                                     
|22865 Lake Forest Drive, Suite 19                                    
|Lake Forest, California 92630                                        
|(949) 768-7490                                                       

|Colorado                 | 84-0503585                     
|------------------------ | -------------------------------
|(State of incorporation) | (IRS Employer Identification #)

|Securities registered under Section 12(b) of
    the Exchange Act: None                                   
|----------------------------------------------------------------------------------------------------------
|                                                                                                          
|Securities registered under Section 12(g) of
    the Exchange Act: Common Stock, par value $.001 per share
|Preferred Stock, par value $25.00 per share                                                               

|[X] 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.                                            

|[ ] Check if disclosure of delinquent filers
    in response to Item 405 of Regulation SB 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 10KSB or any amendment to this Form 10-KSB.           
|                                                                                                                        
|Issuer's revenues for its most recent fiscal
    year: $10,000.00                                                       
|                                                                                                                        
|The number of shares outstanding of the
    Registrant's common stock as of June 30, 2000 was 16,293,580                
|The number of shares outstanding of the
    Registrant's preferred stock as of June 30, 2000 was zero (0).              

|Transitional Small Business Disclosure
    Format: [ ] YES [ X ] NO
|-------------------------------------------------------------------

I

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MEG SUPER SITES, INC.

Table of Contents

|Description of
    Business                                             | 3 
|----------------------------------------------------------------------- | --
|Description of Property                                                 | 3 
|Legal Proceedings                                                       | 4 
|Submission of Matters to a Vote of
    Security Holders                 | 4 
|Market for Common Equity and
    Related Stockholder Matters            | 4 
|Management's
    Discussion and Analysis or Plan of Operations          | 5 
|Financial
    Statements                                                | 6 
|Changes In / Disagreements with
    Accountants on Accounting/Financial |   
|Disclosure                                                              | 14
|Directors, Executive Officers,
    Promoters and Control Persons        | 14
|Executive
    Compensation                                              | 15
|Security
    Ownership of Certain Beneficial Owners and Management      | 16
|Certain Relationships and Related
    Transactions                      | 16
|Index to
    Exhibits and Reports                                       | 17
|Signatures                                                              | 18

II

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MPEG SUPER SITE, INC.

Description of Business

General

MPEG Super Site, Inc.(MPSS) is a corporation which was
formed under the laws of the State of Colorado on September 30, 1958. The name was changed
from Rocky Mountain Power Co. in November of 1999 following the acquisition of MPEG Super
Site, Inc., a corporation formed under the laws of the State of Nevada. The Articles of
Incorporation of the Company authorize it to issue 100,000,000 shares of common stock with
$.001 per share par value and 200,000 shares of preferred stock with a par value of $25.00
per share.

MPSS has 435 shareholders and 16,293,580 shares outstanding
as of June 30, 2000.

The MPSS common stock is traded on the NASDAQ Bulletin
Board under the symbol MPSS.

The Company has a June 30th fiscal year end.

Description of Business

The company is a producer and promoter of special events
and a content provider for Internet broadcasts. The company also manages and develops new
and established artists with an emphasis in music.

Competition

MPSSs business is highly competitive. There are
thousands of Internet content providers in the United States of America. As well as many
artist management firms.

Employees

At June 30, 2000, the company had two full time employees
and one part time employee.

Recent Developments

On September 6, 2000, the company has entered into a stock
purchase agreement with Stuart Communications Corp., dba The Billiard Channel, Inc.,
whereas MPSS agrees to acquire 100% of the stock of the aforementioned company. The stock
for stock transaction is subject to shareholder approval, which the company hopes will be
granted within the year 2000. The Company is in the process of preparing and disseminating
proxy materials to its shareholders in preparation for a shareholder meeting to be held
later this year. The Agreement contains, among other items, a twenty to one reverse stock
split of the MPEG Super Site, Inc. capital share structure and a name change to Colosseum
Sports and Entertainment Inc.

Description of Property

The company currently rents a small office at 22865 Lake
Forest Drive, Lake Forest, CA 92630 on a month to month basis.

3

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MPEG SUPER SITE, INC.

Legal Proceedings

On March 16, 2000, in Los Angeles County Superior Court, a
lawsuit was filed against the company by L. A. Commercial Group Inc. The claim is for
$140,000 for an alleged breach of contract with Mr. Perry Mann. The company has reached a
settlement with the plaintiffs to pay $30,000 by April 1, 2001 at which time the lawsuit
will be dismissed. The company has agreed to a stipulated judgment for $30,000 that can be
filed by the plaintiffs no earlier than April 2, 2001 if the company does not pay the
settlement amount.

The company is unaware of any other pending or threatened
litigation.

Submission of Matters to a Vote of Security Holders

None during the year ended June 30, 2000.

Market for Common Equity and Related Stockholder
Matters

Market Information

As of June 30, 2000 the MPSS common stock was listed on the
NASDAQ Bulletin Board under the symbol "MPSS". The first available quotes on the
bulletin board appeared in the 4th quarter of 1999. The bid prices included below have
been obtained from sources believed to be reliable:

|                  | High | Low 
|----------------- | ---- | ----
|Quarters Ending   | Bid  | Bid 
|                  |      |     
|December 31, 1999 | $    | 5.63
|March 31, 2000    | $    | 1.43
|June 30, 2000     | $    | .70 
|                  |      |     
|Holders           |      |     

MPSS has approximately 16,293,580 shares of common stock
issued and outstanding as of June 30, 2000, which are held by approximately 435
shareholders. Of such shares, approximately 10,174,018 shares, held by approximately 293
shareholders are eligible for resale. The remaining shares are restricted shares under
Rule 144. The Company presently has no existing stock option or other plans nor are there
any outstanding options, warrants or securities convertible into Common Stock.

Dividend Policy

MPSS has never paid a dividend on its common stock. The
Company does not anticipate paying any dividends on its common stock in the foreseeable
future. Management anticipates that earnings, if any, will be retained to fund the
Company's working capital needs and the expansion of its business. The payment of any
dividends is at the discretion of the Board of Directors.

4

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MPEG SUPER SITE, INC.

Management's Discussion and Analysis or Plan of
Operations

Overview

The Company has formulated a plan of operations for the
next twelve months as detailed below.

The Company plans to have successfully completed the
acquisition of Stuart Communications, Corp. by the end of calendar year 2000, Once
completed emphasis is anticipated on the implementation of the acquisitions
strategic plan.

The Company anticipated working capital needs in the
interim are minimal. The Company estimates that it will require an additional $20,000 in
capital during the acquisition period.

In the Company's opinion, proceeds from possible future
equity funding will satisfy its cash requirements for the next twelve months. The Company
has financed its operations since inception from the sale of equity. During the next six
months, certain funds will need to be raised. The Company has no management or similar
report that has been prepared or provided for external use by the issuer or underwriter.

The company currently has low cash reserves and no
significant revenues established, additional funds may be required in order to proceed
with the current or a revised business plan should the acquisition be rejected.

These funds would be raised through additional private
placements. There is no assurance that such additional financing will be available when
required in order to proceed with the business plan or that the Company's ability to
respond to competition or changes in the market place or to exploit opportunities will not
be limited by lack of available capital financing. If the Company is unsuccessful in
securing the additional capital needed to continue operations within the time required,
the Company will not be in a position to continue operations under the current business
plan.

Forward-Looking Statements

Certain statements concerning the Company's plans and
intentions included herein constitute forward-looking statements for purposes of the
Securities Litigation Reform Act of 1995 for which the Company claims a safe harbor under
that Act.

There are a number of factors that may affect the future
results of the Company, including, but not limited to, (a) interest rates, (b) general
economic conditions and (c) specific economic conditions within the areas where the
Company operates.

This annual report contains both historical facts and
forward-looking statements. Any forward-looking statements involve risks and
uncertainties, including, but not limited to, those mentioned above. Moreover, future
revenue and margin trends cannot be reliably predicted.

5

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|MPEG SUPER SITE, INC.             |      
|--------------------------------- | -----
|Financial Statements              |      
|                                  |      
|Contents                          |      
|                                  | Page 
|Independent Auditor's Report      | 8    
|Financial Statements              |      
|Balance Sheet                     | 9    
|Statement of Operations           | 10   
|Statement of Stockholder's Equity | 11   
|Statement of Cash Flows           | 12   
|Notes to Financial Statements     | 13-15

6

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|                                | KDS                         |                                
|------------------------------- | --------------------------- | -------------------------------
|Member American Institute       | KURT D. SALIGER             | Member Nevada Society          
|of Certified Public Accountants | Certified Public Accountant | of Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT

|Board of Directors   
|---------------------
|MPEG Super Site, Inc.
|Las Vegas, Nevada    

I have audited the
accompanying balance sheet of MPEG Super Site, Inc. as of June 30, 2000, and the related
statements of operations, stockholders' equity and cash flows for the period from July 1,
1999 to June 30, 2000. 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 provides a reasonable basis for my opinion.

In my opinion, the financial
statements referred to above present fairly, in all material respects, the financial
position of MPEG Super Site, Inc. at June 30, 2000 and the results of its operations and
its cash flows for the period July 1, 1999 to June 30, 2000 in conformity with generally
accepted accounting principles.

\S\ Kurt D. Saliger, C.P.A.

Kurt D. Daliger C.P.A. September 21, 2000

3000 W. Oakey - Suite A-4 - Las Vegas,
Nevada 89146 Phone: (702) 367-1988 Fax: (702) 870-8388

7

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MPEG SUPER SITE, INC.

BALANCE SHEET

June 30, 2000

ASSETS

|CURRENT ASSETS                       |              |         |        |      
|------------------------------------ | ------------ | ------- | ------ | -----
|Cash                                 |              |         |        | $145 
|Accounts Receivable                  |              |         | $      | 7,000
|                                     |              |         |        |      
|TOTAL CURRENT ASSETS                 |              |         | $      | 7,145
|                                     |              |         |        |      
|OTHER ASSETS                         |              |         |        |      
|Deposits                             |              | $       | 40,150
|                                     |              |         |        |      
|TOTAL ASSETS                         |              | $       | 47,295
|                                     |              |         |        |      
|LIABILITIES AND STOCKHOLDERS' EQUITY |              |         |        |      
|                                     |              |         |        |      
|CURRENT LIABILITIES                  |              |         |        |      
|Accounts Payable                     | $            | 130,244
|Accrued Liabilities                  | $            | 175,001
|Due To Shareholder                   | $            | 216,947
|                                     |              |         |        |      
|TOTAL CURRENT LIABILITIES            | $            | 522,192
|                                     |              |         |        |      
|LONG-TERM DEBT                       |              |         |        | $0   
|                                     |              |         |        |      
|STOCKHOLDERS' EQUITY                 |              |         |        |      
|Common Stock, $0.001 par value       |              |         |        |      
|authorized 100,000,000 shares issued |              |         |        |      
|and outstanding at June 30, 2000     |              |         |        |      
|16,293,580                           |              | $       | 16,294
|                                     |              |         |        |      
|Additional Paid In Capital           | $            | 720,402
|                                     |              |         |        |      
|Retained Earnings (Deficit)          | ($1,211,593)
|                                     |              |         |        |      
|TOTAL STOCKHOLDERS' EQUITY           | ($474,897)  
|                                     |              |         |        |      
|TOTAL LIABILITIES AND                |              |         |        |      
|STOCKHOLDERS' EQUITY                 |              | $       | 47,295

See accompanying notes to financial statements

8

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|MPEG SUPER SITE, INC.             |              |           |         |  
|--------------------------------- | ------------ | --------- | ------- | -
|STATEMENT OF OPERATIONS           |              |           |         |  
|July 1, 1999 to June 30, 2000     |              |           |         |  
|                                  |              |           |         |  
|INCOME                            |              |           |         |  
|Revenue                           |              |           | $10,000
|                                  |              |           |         |  
|TOTAL INCOME                      |              |           | $10,000
|                                  |              |           |         |  
|EXPENSES                          |              |           |         |  
|General and Administrative        | $            | 1,221,593
|                                  |              |           |         |  
|TOTAL EXPENSES                    | $            | 1,221,593
|                                  |              |           |         |  
|INCOME (LOSS) FROM OPERATIONS     | ($1,211,593)
|Interest Income                   |              |           | $       | 0
|                                  |              |           |         |  
|INCOME (LOSS) BEFORE INCOME TAXES | ($1,211,593)
|Provision for income taxes        |              |           | $       | 0
|                                  |              |           |         |  
|NET INCOME (LOSS)                 | ($1,211,593)
|                                  |              |           |         |  
|NET INCOME (LOSS)                 |              |           |         |  
|PER SHARE - BASIC AND DILUTED     |              | ($        | 0.0744)
|                                  |              |           |         |  
|AVERAGE NUMBER OF                 |              |           |         |  
|SHARES OF COMMON                  |              |           |         |  
|STOCK OUTSTANDING                 | 16,293,580  

See accompanying notes to financial statements.

9

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|                               | MPEG SUPER SITE, INC.             |               |        |             |             
|------------------------------ | --------------------------------- | ------------- | ------ | ----------- | ------------
|                               | STATEMENT OF STOCKHOLDERS' EQUITY |               |       
|                               |                                   | June 30, 2000 |        |             |             
|                               |                                   |               |        |             |             
|                               |                                   | Common Stock  |        |             |             
|                               |                                   |               |        |             |             
|                               |                                   |               |        |             | Additional  
|                               | Number of                         |               |        |             |             
|                               | Shares                            |               | Amount |             | Capital     
|                               |                                   |               |        |             |             
|Issued for cash June 18, 1999  | 7,000,000                         |               | $      | 7,000       |             
|                               |                                   |               |        |             |             
|Net Income                     |                                   |               |        |             |             
|June 18, 1999 to June 30, 1999 | -------------                     | ----------    |        | ----------- | $0          
|                               |                                   |               |        |             |             
|Balance June 30, 1999          | 7,000,000                         |               | $      | 7,000       |             
|                               |                                   |               |        |             |             
|Issued for cash                |                                   |               |        |             |             
|various 2000 dates             | 9,293,580                         |               | $      | 9,294       | $           
|                               |                                   |               |        |             |             
|Net Income (Loss)              |                                   |               |        |             |             
|July 1, 1999 to June 30, 2000  | -------------                     | ----------    |        | ----------- | ($1,211,593)
|                               |                                   |               |        |             |             
|Balance June 30, 2000          | 16,293,580                        | $             | 16,294 | $           | 720,402     

See accompanying notes to financial statements.

10

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|MPEG SUPER SITE, INC.                   |              |         |    
|--------------------------------------- | ------------ | ------- | ---
|STATEMENT OF CASH FLOWS                 |              |         |    
|July 1, 1999 to June 30, 2000           |              |         |    
|                                        |              |         |    
|CASH FLOWS FROM OPERATING ACTIVITIES    |              |         |    
|Net Income (loss)                       | ($1,211,593)
|                                        |              |         |    
|Increase in accounts receivable         |              |         | $0 
|Decrease in accounts payable            | ($323,906)  
|Increase in accrues liabilities         | $            | 175,001
|Increase in due to shareholder          | $            | 216,947
|                                        |              |         |    
|Net Cash (Used) In Operating Activities | ($1,143,551)
|                                        |              |         |    
|CASH FLOWS FROM INVESTNIG ACTIVITIES    |              |         |    
|Purchases of fixed assets               |              |         | $0 
|                                        |              |         |    
|                                        | ($1,143,551)
|                                        |              |         |    
|CASH FLOWS FROM FINANCING ACTIVITIES    |              |         |    
|Issuance of Common Stock for cash       | $            | 729,696
|                                        |              |         |    
|Net increase (decrease) in cash         | ($413,855)  
|                                        |              |         |    
|Cash, July 1, 1999                      | $            | 414,000
|                                        |              |         |    
|Cash, June 30, 2000                     |              | $       | 145

See accompanying notes to financial statements

11

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MPEG SUPER
SITE, INC.

NOTES TO FINANCIAL STATEMENTS

July 1, 1999 to June 30, 2000

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

The Company was incorporated
September 30, 1958 under the laws of the State of Colorado. The Company was organized to
engage in any lawful activity. The Company is marketer and promoter of entertainment
events and related activities and also provides consulting services to the entertainment
industry.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company records income and expenses on the accrual
method.

Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires 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 revenue and expenses during the reporting period. Actual results could differ
from those estimates.

Revenue Recognition

The Company recognizes sales revenue and consulting fees
when the services are provided.

Fixed Assets

The Company maintains nor controls any fixed assets.

Income Taxes

Income taxes are provided for using the liability method of
accounting in accordance with Statement of Accounting Standards No. 109 (SFAS #10(9
"Accounting for Income Taxes". A deferred tax asset or liability is recorded for
all temporary differences between financial and tax reporting. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.

Loss Per Share

Net loss per share is provided in accordance with Statement
of Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per Share".
Basic loss per share is computed by dividing losses available to common stockholders by
the weighted average number of common shares outstanding during the period. Diluted loss
per share reflects per share amounts that would have resulted if dilutive common stock
equivalents had been converted to common stock. As of June 30, 2000, the Company had no
dilutive common stock equivalents such as stock options.

12

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MPEG SUPER
SITE, INC.

NOTES TO FINANCIAL STATEMENTS

July 1, 1999 to June 30, 2000

NOTE 3 - INCOME TAXES

There is no provision for
income taxes for the period from July 1, 1999 to June 30, 2000 due to the net loss for the
period.

NOTE 4 - STOCKHOLDERS' EQUITY

Common Stock

The authorized common stock of the Company consists of
100,000,000 shares with $0.001 par value per share with 16,293,580 shares issued and
outstanding as of June 30, 2000.

Preferred Stock

The authorized preferred stock of the Company consists of
200,000 shares with a par value of $25.00 per share. No shares of preferred stock are
issued and outstanding.

NOTE 5 - SUBSEQUENT EVENT

The Company has entered in a stock purchase agreement with
Stuart Communications Corp. dba The Billiard Channel, Inc. whereas the MPEG Super Site,
Inc. agrees to acquire 100% of the stock of the aforementioned company. The stock for
stock transaction is subject to shareholder approval and is scheduled to close within the
year 2000. The Company entered into this stock purchase agreement on September 6, 2000.

NOTE 6 - LITIGATION

The Company is involved in litigation with L.A. Commercial
Group, Inc. The Company has a stipulated judgment action pending against it on September
15, 2000 in Superior Court of the State of California for the County of Los Angeles
whereby the Company promises to pay to L.A. Commercial Group, Inc. the aggregate sum of
$30,000 without interest, attorney's fees or costs on or before April 1, 2001.

13

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MPEG SUPER SITE, INC.

Changes In / Disagreements with Accountants on
Accounting/Financial Disclosure

There have been no disagreements between the Company and
its independent accountants on any matter of accounting principles or practices or
financial statement disclosure. There have been no changes in the Company's independent
accountants.

Directors, Executive Officers, Promoters and
Control Persons

The directors and officers of MPSS are as follows:

|NAME              | AGE | POSITION(S)    | TENURE      
|----------------- | --- | -------------- | ------------
|                  |     |                |             
|Bruce M. Tomiyama | 40  | President,     | July 1, 1999
|                  |     | Secretary, CFO | To present  
|                  |     | And Director   |             

Bruce M. Tomiyama. For over 14 years, Mr. Tomiyama has held
senior financial executive positions in private industry. Most recently as Vice President
of Business Development for Gambit Entertainment, Inc., an international company
specializing in the entertainment industry. Mr. Tomiyama was responsible for creating
opportunities between U.S. and Japan companies in the areas of multimedia, television and
commercial endorsements. Prior to that, Mr. Tomiyama was Senior Vice President and a
Director of SNK Corporation of America, the U.S. subsidiary of SNK Corporation, Osaka,
Japan, A billion dollar manufacturer of coin operated and consumer video games. Mr.
Tomiyama was responsible for all domestic operations including finance, administration,
sales, marketing and distribution. Mr. Tomiyama was the Chief Financial Officer of
Moskatels Inc., a large regional specialty retail chain. He was responsible for the
day-to-day operations of the company's corporate office and distribution center. Mr.
Tomiyama began his career with the international accounting firm of Deloitte & Touche.

14

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MPEG SUPER SITE, INC.

Executive Compensation

Board of Director Meetings and Committees

The Board of Directors held no meetings during the year
ended June 30, 2000, but entered into various consent resolutions in lieu of meetings.

Compensation Summary

The following sets forth the aggregate cash compensation
paid by the Company for services rendered during the last three years to the Company by
its Chief Executive Officer and to each of the Company's other executive officers whose
annual salary, bonus and other compensation exceeded $100,000 in 2000.

|                            |       | Annual Compensation | Other Annual
|--------------------------- | ----- | ------------------- | ------------
|Name and Principal Position | Year  |                     | Salary      
|                            |       |                     |             
|Bruce M. Tomiyama           | 99-00 | $                   | 41,250 (a)  
|President, CFO, Secretary   |       | $                   | 68,750 (b)  
|                            |       |                     |             
|Kunimitsu Misawa            | 99-00 | $                   | 64,799 (a)  
|Chairman (former)           |       |                     | $0 (b)      
|                            |       |                     |             
|Joseph S. Muto              | 99-00 | $                   | 30,000 (a)  
|President (former)          |       |                     | $0 (b)      
|                            |       |                     |             
|Eddie Wenrick               | 99-00 | $                   | 25,000 (a)  
|Vice President (former)     |       | $                   | 75,000 (b)  

|a. | Represents actual amount paid.         
|-- | ---------------------------------------
|b. | Represents amount accrued but not paid.

Compensation of Directors

There was no compensation paid to any directors of MPSS as
directors fees.

Employment Agreements

None

Long-Term Incentive Plan

None

Section 16(a) Beneficial Ownership Reporting Compliance

To the best knowledge of the Company, based on reports
received pursuant to rule16a-3(e) of the1934 act, only the report filed was by the current
president Bruce Tomiyama his report was filed but filed late. The company pursuant to rule
16a-3(e) received no other reports.

15

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MPEG SUPER SITE, INC.

Security Ownership of Certain Beneficial Owners and
Management

The following table sets forth, all individuals known to
beneficially own 5% or more of the Company's common stock, and all officers and directors
of the registrant, with the amount and percentage of stock beneficially owned as per the
Shareholder List as of June 30, 2000:

|Name and Address                                   | Amount and Nature       | Percent
|-------------------------------------------------- | ----------------------- | -------
|of Beneficial Holder                               | of Beneficial Ownership |        
|                                                   |                         |        
|Kunimitsu Misawa                                   | 3,115,428 shares        | 19.12% 
|13900 Panay Way                                    |                         |        
|Marina Del Rey, CA 90292                           |                         |        
|                                                   |                         |        
|Joseph Muto                                        | 1,169,432 shares        | 7.18%  
|6 Mela Lane                                        |                         |        
|Rancho Palos Verdes, CA 90275                      |                         |        
|                                                   |                         |        
|Bruce Tomiyama                                     | 300,000 shares          | 1.84%  
|11 Los Pioneros                                    |                         |        
|Rancho Santa Margarita, CA 92688                   |                         |        
|                                                   |                         |        
|Kristen Welles-Lanham                              | 1,384,428 shares        | 7.98%  
|45 Glen Echo                                       |                         |        
|Dove Canyon, CA 92679                              |                         |        
|                                                   |                         |        
|                                                   |                         |        
|                                                   |                         |        
|Certain Relationships and
    Related Transactions |                        

None during the year ended June 30, 2000.

Exhibits and Reports on Form 8-K

On June 30th 2000 the company filed a report on
form 8-K disclosing the resignations of Joseph Muto, President & Director and Kuni
Misawa, Chairman & Director of the company. Bruce Tomiyama was appointed interim
President & Chairman.

No other reports were filed during the last quarter of the
period covered by this report.

16

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MPEG SUPER SITE, INC.

Index to Exhibits and Reports

|(3) | (i). Articles of Incorporation                                                                      
|--- | ----------------------------------------------------------------------------------------------------
|    | (ii). By-laws                                                                                       
|    |                                                                                                     
|(4) | Instruments defining the rights of holders,
    incl., indentures                                   
|    | Incorporated by reference; see: Exhibit 3(i)
    Articles of Incorporation and Exhibit 3(ii) By-Laws

(27) Financial data schedule

17

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MPEG SUPER SITE, INC.

SIGNATURES

In accordance
with the requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

|________________MPEG Super Site, Inc._______________
|----------------------------------------------------
|(Registrant)                                        

|Date ___October 5, 2000___________
    ____________/s/Bruce Tomiyama____________________
|----------------------------------------------------------------------------------------
|(Bruce Tomiyama, interim
    President, CFO and Director)                               

18

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