U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10KSB

                                  Amendment  1

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 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:  0-28847

                             WTAA INTERNATIONAL,INC.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

                 Florida                              65-0260846
        -------------------------------        -------------------------
        (State or other jurisdiction of        (I.R.S. Empl. Ident. No.)
                         incorporation or organization)

       1027 South Rainbow Boulevard, Unit 391,  Las Vegas, Nevada,  89145
       ------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (702) 341-6622
                                 --------------
                           (Issuer's telephone number)

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

                          Common Stock, $.001 par value
                                (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  filing  requirements  for  the  past  90 days. YES [ ] NO [X]

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

State  issuer's  revenues  for  its  most  recent  fiscal  year  $34,281


                                        1
<PAGE>
The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant on March 9, 2001 was $522,368 based on a closing bid price of $0.344.

At  March  9,  2001, 1,518,513 shares of common stock, par value $.001 per share
(the  registrant's  only  class  of  voting  stock)  were  outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

Registrant's  8-K  12g-3  dated  May  12, 2000 is incorporated by reference into
Part  III  of  this  Report.


                            WTAA INTERNATIONAL, INC.

                                   FORM 10-KSB

                   for the fiscal year ended December 31, 2000

                                TABLE OF CONTENTS

PART  I

Item  1.   Description  of  Business

Item  2.   Description  of  Property

Item  3.   Legal  Proceedings

Item  4.   Submission  of  Matter  to  a  Vote  of  Security

PART  II

Item  5.   Market  for  Common  Equities  and  Related  Stockholder  Matters

Item 6   Management's Discussion and Analysis of Financial Condition and Results
of  Operations.

Item  7.   Financial  Statements

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

PART  III

Item  9   Directors,  Executive  Officers,  Promoters  and  Control  Persons.

Item  10   Executive  Compensation

Item  11.   Security  Ownership  of  Certain  Beneficial  Owners  and Management

Item  12   Certain  Relationships  and  Related  Transactions

PART  IV

ITEM  13.   Exhibits,  Financial  Statement  Schedules  and  Reports on Form 8-k

Signatures



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<PAGE>
                FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE

This  Annual Report contains various forward-looking statements and information,
including  (but  not  limited to) under the caption "Management's Discussion and
Analysis  of  Financial  Condition and Results of Operations," that are based on
management's  beliefs  as  well as assumptions made by and information currently
available  to  management,  including  statements  regarding  future  economic
performance  and  financial  condition,  liquidity  and  capital  resources  and
management's  plans  and  objectives.  When  used  in  this  document, the words
"expect,"  "anticipate,"  "estimate,"  "believe,"  and  similar  expressions are
intended  to identify forward-looking statements. Such statements are subject to
various  risks  and  uncertainties  that  could  cause  actual  results  to vary
materially from those stated. Should one or more of these risks or uncertainties
materialize  or should underlying assumptions prove incorrect actual results may
vary  materially  from those anticipated, estimated, expected or projected. Some
important  factors  that  could  cause  actual  results  or  outcomes  to differ
materially  from  those discussed in the forward-looking statements include, but
are  not  limited  to  the  following: our limited operating history; history of
losses;  competition;  our  ability  to  manage growth and integration; risks of
technological  change;  competition for customers; pricing and transportation of
products;  marketing  relationships  with  third party suppliers; our ability to
protect  our  intellectual property rights; economic and political factors; risk
of technological change; market acceptance of our products, our ability to raise
capital,  ability  to  secure  licenses,  uncertainty  regarding  infringing
intellectual  property  rights of others; security risks and the other risks and
uncertainties  described  under.  All  such  factors  are  difficult to predict,
contain  uncertainties that may materially affect actual results, and are beyond
our  control.

                                     PART I

ITEM  1.   DESCRIPTION  OF  BUSINESS.

   a)  Company  Background.

     WTAA  International,  Inc. (the "Company") was incorporated in the State of
Florida  on  April 10, 1991, under the name of Aarden-Bryn Enterprises, Inc. The
Company became a foreign registrant in the State of Nevada on December 24, 1998,
and  became  qualified  to  transact  business  in  the  State  of  Nevada.


Since  its  incorporation,  the  Company  has changed its name several times. On
August 27, 1998 the Company changed it name to Corbett's Clear Cool Water, Inc.,
on  August  31, 1998 to Corbett's Cool Clear Water, Inc., on October 26, 1998 to
Canadian  Cool  Clear  Water,  Inc., on February 11, 1999 to Canadian Cool Clear
WTAA,  Inc.  and  finally  to  its  current  name,  WTAA  International, Inc. on
September  24,  1999.

On  May  11,  2000, the Company consummated a merger whereby it acquired 100% of
the  issued  and outstanding common shares of Tempus, Inc.  ("Tempus") for total
consideration  of  $206,000.  At  the  date of combination, Tempus was a dormant
public  shell company with no identifiable assets.  As such, the transaction was
considered a capital transaction rather than a business combination. The company
completed  a  plan  of merger whereby the company was merged with Tempus and the
separate  existence  of  Tempus  was  to  cease and the company continued as the
surviving  corporation  and  retained  the  name  "WTAA  International,  Inc.".

     Licenses

In  March,  1999,  the  Company  entered into a license agreement for the use of
licensed  material  on  the  labels of bottled water.  This agreement expires in
December,  2001,  and  requires  the  payment  of  royalties on the sales of the
licensed product at a rate of 6.0% of net sales.  This agreement can be extended
at  the request of  the Company.  As of December, 31, 2000, no sales of licensed
product  have  occurred  and  no  royalties  have  been  paid  or  accrued.

During the fiscal year 2000, the Company entered into various license agreements
with a production studio that expire December 31, 2000 through December 31, 2001
through December 31, 2002.  These agreements require the payment of royalties in
the  amount  of  the  greater  of  5% to 6% of the wholesale standard price or a
minimum annual guarantee of $175,000, $25,000 and $30,000 in 2000, 2001 and 2002
respectively.  The  agreements  also  require  the Company to spend a minimum of
7.5%  of  the  sale  revenues  on  marketing  programs as well as outline target
marketing  and  shipment  dates,  none  of  which  have been met by the Company.
During  the  year  ended  December  31, 2000, the company paid $95,000 under the
aforementioned  agreements and accrued the remaining $80,000 of the license fees
due  in  2000  in  the  accompanying  financial  statements.


                                        3
<PAGE>
During  the  fiscal  year  2000, licensors terminated two agreements, originally
entered  into  during  calendar  year  1999,  as  a  result  of  the  Company's
nonperformance.  In  connection  with  these  terminations, the Company expensed
$150,000  representing previously capitalized royalty and license fees.  It also
recorded  an  additional  liability  and  an expense in the amount of $50,000 to
reflect  minimum  guarantee  payments  that  became due upon termination.  As of
December  31,  2000, royalty and license fees payable include $160,000 due under
these  terminated  agreements.

     Agency  Agreement

In  March,  1999,  the  Company  entered  into a promotional assistance contract
scheduled  to  expire in December 2003.  Under this agreement, an agent hired by
the  Company  was  to provide services related to obtaining and managing athlete
endorsements on the company's products.  The agreement called for a fee computed
as  the  greater  of  6%  of net sales or a minimum payment of $25,000, $50,000,
$100,000,  $150,000  and  $150,000  in  1999,  2000,  2001,  2002  and  2003,
respectively.  The Company executed this Agreement; however, the other party did
not.  The  other  party performed no services to the Company and the Company has
not  made any payments nor accrued any liabilities to the agent.  This Agreement
has  effectively  been  terminated.

     Deposit  of  Investment

In October, 2000, the Company executed letters of intent to acquire two bottling
companies  and  invest in a third, for a total consideration of $4,680,000.  All
three  companies  are  controlled  by  one  the Company's former directors.  The
purchase  price  is  subject  to  adjustment upon the completion of standard due
diligence  conducted  by  the  Company.  Any  potential increase to the purchase
price is to satisfied through an issuance of the Company's common stock.  A cash
payment  of  $4,180,000  was  due  on  or  before December 15, 2000 of which the
Company  advanced  $250,000.  In  addition,  the Company was to advance $500,000
that  would  be  collateralized  by  short term notes receivable.  No funds were
advanced  as  of  December  31,  2000.

Subsequent to the fiscal year end, in January, 2001, the company paid $31,000 to
extend  its  right  to acquire equity interests in the three bottling companies.
On February 9, 2001, the company   made a standard commercial loan in the amount
of  $500,000,  which  funds  were  used  to  purchase  equipment and upgrade the
production  facility.  These  loans  bear  interest  at  8%  and require monthly
repayments  of  interest, commencing on March 9, 2001, and principal, commencing
on  May  9,  2001.  Interest  payments are up-to-date and paid as agreed.  These
loans  are  secured  by  a  lien  on  machinery acquired with the aforementioned
advances.

The  due diligence conducted on the target companies in February, 2001 indicated
that  the  financial  performance  of  the  target  companies was below what was
previously  expected.  Accordingly,  management  have  been negotiating with the
vendors  to  restructure  the  acquisitions, including a deferral of the closing
dates.


     b)   Description  of  Business

     WTAA brings the concept of licensed products, images and logos to the small
bottled  water  industry  rather  than spending millions of dollars and years of
time  building  a national brand, WTAA uses icons and images that are recognized
universally,  combined  with  co-packaging  agreements  to  serve  markets
coast-to-coast  in  a  timely  manner.

WTAA  is  able  to  market  its  own WTAA BRAND, even at this early stage of the
implementation  of  the  Company's  marketing  strategy.

WTAA  primarily sells "purified" water as does Coke and Pepsi so as to eliminate
the  heavy cost of bulk distribution from a single water source, such as NAYA or
Evian.  Purified water exists everywhere the market exists and emanates from the
municipal  source  purified  by  reverse  osmosis  and  ozonation.

     c)   Products

     Small  Packages:  Licensing,  Custom  Label  &  Branded  Products

Major  players,  such  as  Perrier,  Evian,  Naya, Coke, Pepsi, and Suntory, are
investing  heavily  in  brand  equity  to  promote their water products in world
markets.  Rather  than   competing  directly  with  the  multinational  players,
WTAA's  strategy  is  to address niche markets, using unique licensed images and
customized  packaging  designs,  and  a  variety  of advertising and promotional
programs.


                                        4
<PAGE>
The initial points of differentiation begin with what the Company believes to be
a  different  approach to the branding of its product. On an presentation basis,
the  Company intends to position  itself as a "non-brand" oriented organization,
opening  the doors for a variety of distinctive, specialized marketing and sales
programs  which  utilize  entertaining  images and customized labeling programs,
that  always  incorporate  the  Company's brand name in the design, allowing the
customer  to  take  ownership  of  the various programs that all fall within its
brand  strategy.

The Company's strategy of using licensed images and intellectual property on its
bottled  water  products  and collateral advertising materials is  an innovative
approach  and  provides  the  Company with the ability to enter  into the $120.0
billion/year licensing market, as opposed to the $4.3 billion/year bottled water
industry.  Recognition of the Company's various licensed images provides it with
brand  name  appeal,  without  the time and expense of developing it on its own.
WTAA  intends  to  follow a program of owning and managing numerous licenses and
properties  so  as to provide retailers and customers with a variety of familiar
images  from  which  to  chose.  While no single license or image will appeal to
everyone, most people have a favorite sports team, movie, television program, or
entertainment  property  that they prefer. WTAA is applying the  multi-licensing
approach  to  the  bottled  water  industry,  which,  up  to  this  time,  has
under-utilized  this  method  of  marketing  products.

The  Company's  primary  vehicle of displaying its brand name in the marketplace
will  be  by association with its licensed products and thereafter, through slow
methodical  subliminal  suggestion.  On all of the Company's  product and in all
advertising  and  promotional material, the WTAA logo will be clearly positioned
to  inform  the  consumer  of  who manufactures the product and the Company that
stands  behind  it.  The Company's logo or button has been carefully designed to
attract  attention  and  portray  the  unique  image  of  WTAA.


     d)   Distribution

An  important  aspect  of  the  Company's  business strategy,  is its ability to
utilize  its national distribution network to implement its licensing and custom
label  niche  marketing  strategies  as  a means of building the Company's brand
equity in WTAA, i.e. each custom label features the "WTAA Button", much like the
familiar  "Intel  Inside",  or the "Dolby Sound" button. Therefore, its products
and  programs must be distinctive so as to attract attention in the marketplace.
As a method of developing that distinction, the Company is targeting those areas
of  the  market that are currently being ignored, by relying on unique packaging
and  advertising developed in cooperation with the Company's retail partners and
"home  and  office"  customers.

The  North  American  market will be opened  with the small package products and
the  "home  and  office"  acquisition  program  will  be  concentrated  in  the
Southwestern  United  States,  and  Western  Canada.

The  Company  has  positioned  itself  to  take  timely advantage of a number of
strategic  opportunities  in  partnership  with  selected national retailers and
restaurant  groups,  who  have  agreed  to  carry  various  Company products and
packages.

The  marketing  support  and  distribution of the small package products will be
based  on  the exploitation of an existing broker/distributor network, activated
for  the purposes of ensuring that the products find their way into the hands of
the  consumer.

The  Company's  research  into  the existing small package beverage network, and
the  experience  of  its  management team, has indicated that  opportunities for
rapid  expansion and distribution of bottled water products is best accomplished
through  the  use  of  specific brokers and category distributors. Most regional
bottled  water  operators  fail  to  take  the  time necessary to understand the
advantages  presented  by  this  network  of  brokers  and  distributors and are
therefore  unwilling  or  unable to take advantage of this pre-existing network.

The  ability  to  utilize and work with this pre-existing network of brokers and
distributors  requires  a  clear  understanding  of  the  characteristics of the
Company's  primary  customers.  An  important  component  to  any  successful
product-based  business,  and  certainly  to a commodity-based business, such as
bottled  water,  which  is  both  heavy  and  bulky, is the distribution system.

The  Company recognizes the significance of building, maintaining and supporting
its  distributor  network  which is the Company's primary client. Therefore, the
Company's sales and administrative support programs have been designed to ensure
the  success  of  that  network  by  promoting  high  inventory  turnover.

The  brokers'  role is to provide field support directly to the distributors and
to facilitate the flow of communication between the Company and its distribution
network.


                                        5
<PAGE>
     e)   Production

Initially,  the  Company  plans  to  produce its small packaged products through
co-packing  arrangements  with  a  variety of bottled water producers. Given the
abundance  of  small  companies  who  are  producing  at levels well below their
capacity,  WTAA  has  been successful in negotiating attractive co-packing fees.
The  advantage  of  this  approach  is  that  it gives the Company production in
different  parts of the country, thereby supporting WTAA's national distribution
system.  Arrangements  are  in  place  in  Southern  California,  Grand  Rapids,
Michigan,  Phoenix,  Arizona,  Dothan,  Alabama,  and  Calgary,  Alberta.  Other
co-packing  relationships  will  be  added  on  an  as-needed  basis.

Over  time,  the Company plans to establish its own manufacturing facilities for
both  the  small  packaged  products  and  the big bottle program. Ideally, such
acquisition  targets  would  encompass  both  small  package  and  big  bottle
production.  The  advantages include lower cost production,  quality control and
a  benchmark  against  which  to  compare  other  co-packing  arrangements.


     f)  Industry  Information.

     The  bottled  water  industry  has  experienced  rapid growth over the last
decade due to two major trends: rising concern about the safety of tap water and
a  general  shift  in  the  beverage  market  toward  healthier,  low  calorie,
non-alcoholic  products. This trend continues.  The North American bottled water
market  is  currently a $6 billion market and, with a 1999 annual growth rate of
14%,  is  the  fastest  growing segment of the beverage industry. Other numbers,
according  to  Beverage  Marketing  Corporation  of New York, show bottled water
growth  in  the  fourth  quarter  of 1999 at 35.5%. Management believes that the
market  in  North  America  is  still far from saturated, as domestic per capita
consumption  of  bottled  water is only a fraction of European consumption.  The
industry  is  also  extremely  fragmented, with the top 10 brands accounting for
only  45% of total industry sales.  Industry analysts predict that bottled water
sales  in  the United States will reach $7 billion by the year 2001.  The United
Kingdom  and  other European Union countries are also major consumers of bottled
water,  with  per  capita  consumption  in such countries as Germany, France and
Italy  being  five  to  six  times  higher  than that in Canada.  Further market
opportunities  exist  in Japan and other Asian countries.  At the same time, the
bottled  water  industry  is  highly  competitive.  There  are hundreds of water
bottlers,  many  of  which  operate  on  a regional basis due to relatively high
transport  costs.  For  a  major  portion of the market, competition on price is
important.  However, there are products positioned at the high end of the market
that  successfully receive a price premium.  "WTAA Water" is positioned here, as
an  ultra  premium  product,  capitalizing  on its ability to provide the unique
experience  of  drinking  purified  water with a  recognizable and unique label,
through  its  licensing  program.


    g)  Competition

The  bottled  water  industry  is  highly  competitive.  According  to "Beverage
Marketing",  there  are approximately 350 bottled water filling locations in the
United  States  with  sales  increasingly  concentrated  among the larger firms.
According  to  "Beverage  Marketing",  the  ten  largest bottled water companies
accounted  for approximately 58.4% of wholesale dollar sales in 1996. Nearly all
of  the  Company's  competitors are more experienced, have greater financial and
management  resources  and  have  more  established  proprietary  trademarks and
distribution  networks  than  the  Company.  On  a  national  basis, the Company
competes with bottled water companies such as The Perrier Group of America, Inc.
(which  includes  Arrowhead  Mountain Spring Water, Poland Spring, Ozarka Spring
Water, Zephyrhills Natural Spring Water, Deer Park, Great Bear and Ice Mountain)
and Great Brands of Europe (which includes Evian Natural Spring Water and Dannon
Natural  Spring Water). The Company also competes with numerous regional bottled
water  companies  located  in  the  United States and Canada. WTAA has chosen to
compete  by focusing on distinctive products, innovative packaging, and customer
service.

     h)   Governmental  Regulation;  Quality  Control.


The  bottled  water  industry  is highly regulated both in the United States and
abroad. Various State and Federal regulations, designed to ensure the quality of
the product and the truthfulness of its marketing claims, require the Company to
monitor  each  aspect  of  its  production  process, including its water source,
bottling  operations  and  packaging  and  labeling practices. The Environmental
Protection  Agency requires a yearly analysis of the Company's water source by a
certified  laboratory  with  respect  to  a  comprehensive  list of contaminants
(including  herbicides,  pesticides,  volatile  chemicals  and  trace  metals).

The  Company  is  also subject to regulation by the Food and Drug Administration
(the  "FDA"), which regulates the Company's packaging and labeling practices. In
addition  to U.S. regulations, the Company must meet the requirements of foreign
regulatory  agencies  in  order  to  import  and  sell  its  product  into other
countries.  These requirements are generally similar to, and in certain respects
more  stringent  than,  U.S.  regulations.  The  Company  believes that it is in
compliance  with  applicable  regulations  in  all  foreign territories where it
currently  markets  its  product.


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<PAGE>
Failure  to meet applicable regulations in U.S. or foreign markets could lead to
costly  recalls, loss of certification to market product or, even in the absence
of  governmental  action,  to  loss  of  revenue  as  a result of adverse market
reaction  to  negative  publicity.


Employees

The  Company has two full time employees in its Vancouver, BC Canada offices and
engages  consultants  on  an  as  needed  basis.

Risk  Factors

The  bottled  water  industry  is highly regulated both in the United States and
abroad.  Various  State  and  Federal regulations require the Company to monitor
each  aspect  of  its  production  process, including its water source, bottling
operations  and  packaging  and labeling practices. The Environmental Protection
Agency  requires  a yearly analysis of the Company's water source by a certified
laboratory  with  respect  to  a  comprehensive  list of contaminants (including
herbicides,  pesticides,  volatile  chemicals  and  trace  metals).  There is no
assurance  that  the  regulation  process  will  not  change  and  result  in an
unfavorable  ruling  toward  the  Company  and  its  products.

The  Company  is  subject to regulation by the Food and Drug Administration (the
"FDA"),  which  regulates  the Company's packaging and labeling practices.   The
Company  must also meet the requirements of foreign regulatory agencies in order
to  import  and  sell  its  product into other countries. These requirements are
generally  similar  to,  and  in  certain  respects  more  stringent  than, U.S.
regulations.  The  Company  believes  that  it  is in compliance with applicable
regulations  in  all foreign territories where it currently markets its product.
There is no assurance that the regulation processes of the FDA and other foreign
agencies  will not change and result in an unfavorable ruling toward the Company
and  its  products.

The Company needs to secure additional working capital in order to carry out our
business  plan.  The  Company  also  needs to secure all levels of management to
manage,  and  employees  to  effect  that model. The Company will need to secure
distributors  and  suppliers  for our products, and will need to further develop
our license program. Finally,  the Company needs to market that program. Failure
to  accomplish  any  of these tasks is a risk  that may adverslyadversely effect
the  business  model.

Failure  to meet applicable regulations in U.S. or foreign markets could lead to
costly  recalls, loss of certification to market product or, even in the absence
of  governmental  action,  to  loss  of  revenue  as  a result of adverse market
reaction  to  negative  publicity.

Proposed  Activities

The  Company  recently  secured  $1,226,000  by  way  of private placement.  The
Company  will  evaluate the current business model and determine if it should be
enhanced,  changed  or  if  a  new  business  model  will  be  undertaken.

ITEM  2.   DESCRIPTION  OF  PROPERTY

     The  Company's principal business  address is located at 1027 South Rainbow
Blvd.  Suite  391  Las  Vegas,  Nevada,  89145-6232,  although that address is a
mail-box only. The Company's  maintains a small satellite office at 638 Millbank
Vancouver,  BC  Canada V5Z 4B7.   The combined rent paid by the Company on these
premises  is  $2,000  per  month.


ITEM  3.   LEGAL  PROCEEDINGS

As  of  March  31,  2001,  there are currently two known lawsuits or claims made
against  the  Company.

     1.  Starbase-1  Coffee  Company, Inc. v. WTAA International, Inc. (District
Court  Clark County, Nevada, action # A413322) in 1999, the Company entered into
an  agency  agreement with Starbase-1 Coffee Company, Inc. ("Starbase") granting
the  Company  the exclusive right to the manufacture, distribution and marketing
of  bottled  water  products using licensed images from the Star Trek television
series.  Starbase alleges that the Company has breached the agency agreement and
seeks to terminate the agency agreement and unspecified damages. The Company has


                                        7
<PAGE>
filed  a defense and counterclaim alleging that Starbase has breached the agency
agreement by engaging another firm to produce bottled water products bearing the
Star  Trek  images  and  seeks  a  court order requiring Starbase cooperate with
Company  in the manufacture, distribution and marketing of the Star Trek-branded
bottled  water  products  through  Canada  and  the  United  States.

     2.  Steven  Nickolas  v.  WTAA  International,  Inc.  (District Court Clark
County, Nevada, action # A425635, commenced October 13, 2000). Steven Nickolas a
former  employee  of  the  company  filed  a complaint alleging that the company
failed  to  compensate  him for performance, and seeks damages of 250,000 common
shares.  The  Company  has filed a defense and counterclaim alleging that Steven
Nickolas  has  breached  the employment and the exclusivity agreements and seeks
court  ordered  damages.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

During  the fourth quarter of 2000, the issuer did not submit any matters to the
vote  of  its  security  holders.

                                     PART II

ITEM  5.   MARKET  FOR  COMMON  EQUITIES  AND  RELATED  STOCKHOLDER  MATTERS

     (a)  Market  Price

     The  Company's Common Stock is presently quoted on the National Association
of  Securities  Dealers'  Over-The-Counter  Bulletin  Board.

     As  of  December  30, 2000 the Company had 50 shareholders of record of its
common  stock.  The company has not paid cash dividends on its common stock. The
Company  anticipates  that  for  the  foreseeable  future  any  earnings will be
retained  for  use  in  its  business, and no cash dividends will be paid on the
common  stock.  Declaration  of  common  stock  dividends will remain within the
discretion  of  the  Company's  Board  of  Directors  and  will  depend upon the
Company's growth, profitability, financial condition and other relevant factors.

     The  table  below  reflects the high and low "bid" and "ask" quotations for
the  Company's  Common  Stock  for  each  of  the calendar years covered by this
report,  as  reported by the National Association of Securities Dealers Over the
Counter  Bulletin  Board  National  Quotation  System.  The  prices  reflect
inter-dealer  prices, without retail mark-up, mark-down or commission and do not
necessarily  represent  actual  transactions, they also reflect the 15:1 reverse
stock  split.

   1999       High     Low
-----------  -------  ------
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter  15.00    6.5625
       2000   High.    Low
1st Quarter  43.125.    7.50
-----------  -------  ------
2nd Quarter  15.9375   1.641
3rd Quarter  11.9535   2.343
4th Quarter  8.4375.  0.9375

     (b)  Other.

     The securities of the Company will be considered low-priced or "designated"
securities  under  rules  promulgated  under  the Securities and Exchange Act of
1934.  Penny  Stock  Regulation  and  Broker-Dealer practices in connection with
transactions  in  "Penny  Stocks"  are regulated by certain rules adopted by the
Securities  and  Exchange  Commission.  Rule  15g-9  under  the  Exchange  Act
establishes  the  definition  of  a  "penny stock," for purposes relevant to the
Company,  as  any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions.  For  any  transaction  involving  a penny stock, unless exempt, the


                                        8
<PAGE>
rules  require:  (i)  that  a  broker  or  dealer approve a person's account for
transactions  in  penny  stocks;  and (ii) the broker or dealer receive from the
investor  a written agreement to the transaction, setting forth the identity and
quantity  of  the  penny  stock to be purchased.  In order to approve a person's
account  for  transactions in penny stocks, the broker or dealer must (i) obtain
financial  information  and  investment experience and objectives of the person;
and  (ii)  make a reasonable determination that the transactions in penny stocks
are  suitable  for  that  person  and  that  person has sufficient knowledge and
experience  in  financial  matters  to  be  capable  of  evaluating the risks of
transactions  in penny stocks.  The broker or dealer must also deliver, prior to
any  transaction  in  a  penny  stock,  a  disclosure  schedule  prepared by the
Commission  relating  to  the  penny stock market, which, in highlight form, (i)
sets  forth  the  basis  on  which  the  broker  or  dealer made the suitability
determination;  and  (ii)  that the broker or dealer  received a signed, written
agreement from the investor prior to the transaction.  Disclosure also has to be
made  about the risks of investing in penny stock in both public offering and in
secondary  trading,  and about commissions payable to both the broker-dealer and
the  registered  representative,  current  quotations for the securities and the
rights  and  remedies  available to an investor in cases of fraud in penny stock
transactions.  Finally,  monthly  statements  have  to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited  market  in  penny  stocks.  Therefore,  the Company's stock will become
subject  to  the  penny  stock rules and investors may find it more difficult to
sell  their  securities,  should  they  desire  to  do  so.

     (c)  Dividends.

     The payment of dividends is within the discretion of the Board of Directors
of  the  Company.  The Company currently intends to retain all earnings, if any,
in  the foreseeable future for use in the development of the Company's business.
The  Company has not paid dividends since inception.  It is not anticipated that
any  dividends  will  be  paid  in  the  foreseeable  future and there can be no
assurance  that dividends can or will ever be paid.  The payment of dividends is
contingent  upon  future earnings, if any, the Company's financial condition and
capital  requirements,  general  business  conditions  and  other  factors.

     (d)  Transfer  Agent.

     The Transfer Agent for the Company's Common Stock is Silver State Registrar
3541  Summer  Estates  Circle,  Salt  Lake  City,  Utah  84121.

     (e)  Recent  Sales  of  Unregistered  Securities

     In  June,  1998  the  Company issued 1,667 free trading common shares to 25
FOUNDING  shareholders  for  a  total  consideration  of  $500.

     In  June  of  1998,  the  Company issued 65,000 restricted common shares to
three  shareholders  in consideration of $4,500.  These shares were issued under
Reg. D 504 and were affixed with a "144" legend and became free trading in June,
2000.

     In  December  1998  the  Company  issued 533,333 common shares by way of an
Initial  Offering  Memorandum  to  eight  investors  in exchange for $8,000. Two
shareholders  were  affiliates  under  this Offering and their share were issued
with  the appropriate restrictions. All other investors in the Offering received
free  trading  shares.

     In  January, 1999, the Company issued 1,467 restricted common shares by way
of  a  private  placement  under  Reg.  D.  504  to one investor in exchange for
$66,000  or  $45.00 per Share which proceeds were intended to fund the Company's
immediate  working  capital  needs.

     In April of 1999, the Company issued 6,732 restricted  common shares by way
of  a  private  placement  under  Reg.  D  504  to two investors in exchange for
$125,224  or $18.75 per share which proceeds were proceeds were intended to fund
the  Company's  immediate  working  capital  needs.

     In May, 1999, the Company issued 3,704 restricted common shares by way of a
private placement under Reg S. to one investor in exchange for $75,000 or $20.25
per  share  which  proceeds  were  proceeds  were intended to fund the Company's
immediate  working  capital  needs.

     In July, 1999, the Company issued 2,222 restricted  common shares by way of
a  private  placement  under  Reg. S to one investor  in exchange for $50,000 or
$22.50  per  share  which  proceeds  were  proceeds  were  intended  to fund the
Company's  immediate  working  capital  needs.


                                        9
<PAGE>
     In September, 1999 the Company issued 3,889 restricted common shares of the
Company  by way of a private placement under Reg S.  to one investor in exchange
for  $350,000  or  $9.00 per share which proceeds were proceeds were intended to
fund  the  Company's  immediate  working capital needs.  As part of the offering
price,  the  accredited  investor  also  received  6,667 Share Purchase Warrants
convertible  into  an  equivalent  number of share of the Company's Common Stock
from  the date of Investment to September, 2000, at a strike price of $10.65 per
Share.  A finder's fee in the amount of $40,000 was paid in connection wwithwith
this  private  placement.

     In  May,  1999  the Company issued 16,667 restricted common shares  of  the
Company   under  Reg S. to an employee in consideration for services rendered to
the  Company.

     In  December,  1999,  the  company issued  an aggregate of 9,506 restricted
common  shares of the Company by way of a private placement under Reg. S. to one
investor  in  exchange  for  $100,000  or  $10.50  per share which proceeds were
proceeds  were  intended  to fund the Company's immediate working capital needs.
As part of the offering price, the accredited investor also received 4,762 Share
Purchase  Warrants  convertible  into  an  equivalent  number  of  shares of the
Company's Common Stock from the date of Investment to December, 2000 at a strike
price of $12.75.  A finder's fee in the amount of $15,000 was paid in connection
this  private  placement.

     In  December,  1999,  the Company issued  an aggregate of 16,667 restricted
common  shares  of the Company to a Director under Reg. S,  in consideration for
services  rendered  to  the  Company.

     In May 2000, the Company completed a private placement under Reg. S whereby
it  issued  an  aggregate  of  49,261  restricted common shares of the Company's
Common  Stock in exchange for $150,000, or $3.045 per share, which proceeds were
intended  to fund the Company's immediate working capital needs.  As part of the
offering  price,  the  accredited  investors also received 49,261 Share Purchase
Warrants convertible into an equivalent number of shares of the Company's Common
Stock  from  the  date  of  the private placement Agreement to May 9, 2001, at a
strike  price  per share equal to 54% of the closing bid for the Company's stock
on  the  last trading day preceding the date of execution of the Agreement; and,
from May 1, 2001 to April 30, 2002, at a strike price per share equal to 140% of
the  closing  bid  for the Company's stock on the last trading day preceding the
date  of  execution  of  the  Agreement.

     In  May  2000, the Company completed a debt conversion under Reg. S whereby
it  issued  an  aggregate  of  100,548 restricted shares of the Company's Common
Stock in exchange for $205,117, or $2.04 per share, which proceeds were intended
to  fund the Company's immediate working capital needs.  As part of the offering
price,  the  accredited  investors also received 100,548 Share Purchase Warrants
convertible  into  an  equivalent number of shares of the Company's Common Stock
from  the  date  of the private placement Agreement to May 30, 2001, at a strike
price  per  share equal to 40% of the closing bid for the Company's stock on the
last trading day preceding the date of execution of the Agreement; and, from May
30,  2001  to  April 30, 2002, at a strike price  per share equal to 140% of the
closing  bid  for the Company's stock on the last trading day preceding the date
of  execution  of  the  Agreement

In  May  2000,  the  Company completed a debt conversion under Reg. S whereby it
issued an aggregate of 61,010 restricted shares of the Company's Common Stock in
exchange  for $183,031, or $3.00 per share, which proceeds were intended to fund
the  Company's  immediate working capital needs.  As part of the offering price,
the  accredited  investors  also  received  61,010  Share  Purchase  Warrants
convertible into 30,505 of shares of the Company's Common Stock from the date of
the  private  placement  Agreement  to May 30, 2001, at a strike price per share
equal  to 58% of the closing bid for the Company's stock on the last trading day
preceding  the  date  of  execution  of the Agreement; and, from May 30, 2001 to
April  30,  2002,  at a strike price  per share equal to 140% of the closing bid
for  the Company's stock on the last trading day preceding the date of execution
of  the  Agreement.

In November 2000, the Company completed a private placement under Reg. S whereby
it issued an aggregate of 41,667 restricted shares of the Company's Common Stock
in  exchange  for  $150,000, or $3.60 per share, which proceeds were intended to
fund  the  Company's  immediate  working capital needs.  As part of the offering
price,  the  accredited  investors  also received 41,667 Share Purchase Warrants
convertible  into  an  equivalent number of shares of the Company's Common Stock
from  the  date  of  the  private  placement Agreement to October 30, 2001, at a
strike price  per share equal to 100% of the closing bid for the Company's stock
on  the  last trading day preceding the date of execution of the Agreement; and,
from  December 1, 2001 to January 31, 2003, at a strike price per share equal to
140%  of  the  closing  bid  for  the  Company's  stock  on the last trading day
preceding  the  date  of  execution  of  the  Agreement.

In November 2000, the Company completed a private placement under Reg. S whereby
it issued an aggregate of 50,000 restricted shares of the Company's Common Stock
in  exchange  for  $180,000, or $3.60 per share, which proceeds were intended to
fund  the  Company's  immediate  working capital needs.  As part of the offering
price,  the  accredited  investors  also received 50,000 Share Purchase Warrants


                                       10
<PAGE>
convertible  into  an  equivalent number of shares of the Company's Common Stock
from  the  date  of  the  private placement Agreement to November 30, 2001, at a
strike  price per share equal to 100% of the closing bid for the Company's stock
on  the  last trading day preceding the date of execution of the Agreement; and,
from December 1, 2001 to January 31, 2003, at a strike price  per share equal to
140%  of  the  closing  bid  for  the  Company's  stock  on the last trading day
preceding  the  date  of  execution  of  the  Agreement.

In December 2000, the Company completed a private placement under Reg. S whereby
it  issued  an  aggregate  of  200,000 restricted shares of the Company's Common
Stock in exchange for $300,000, or $1.50 per share, which proceeds were intended
to  fund the Company's immediate working capital needs.  As part of the offering
price,  the  accredited  investors also received 200,000 Share Purchase Warrants
convertible  into  an  equivalent number of shares of the Company's Common Stock
from  the  date  of  the  private placement Agreement to December 29, 2001, at a
strike  price per share equal to 100% of the closing bid for the Company's stock
on  the  last trading day preceding the date of execution of the Agreement; and,
from  January 1, 2002 to February 28, 2003, at a strike price per share equal to
140%  of  the  closing  bid  for  the  Company's  stock  on the last trading day
preceding  the  date  of  execution  of  the  Agreement.

All above proceeds were used for general working capital and operating purposes,
including  the  lease  and  rental  of equipment, legal, accounting and transfer
agent  fees,  construction  of  the  Company's  data center, as well salaries to
employees,  directors and officers of the Company. In February, 2000 the Company
issued  16,667 restricted shares under Reg. S to a director in consideration for
services  rendered  to  the  Company.

     In  May  2001, the Company issued 200,000 shares in the Common Stock of the
Company  to directors in a private placement to accredited investors in exchange
for  the  obligations  underlying  Subscription  Agreements  dated January, 1999
wherein  the  directors  had  subscribed  for  20,000  Preferred Shares, but the
Preferred  Shares were not subsequently designated.  Conversion of the Preferred
Shares  did  not  require  additional  consideration,  and  the shares issued in
satisfaction  of  the issuance obligation were without additional consideration.
The 200,000 common shares so issued was the same number into which the Preferred
Shares  could  have  been  exchanged,  had  the  Designation  been  made.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

The following discussion and analysis of the Company's results of operations and
financial  position  should  be  read in conjunction with the Selected Financial
Data  and  the  Company's  financial  statements,  including  the notes thereto,
appearing  elsewhere  in  this  Annual  Report.

Results  of  Operations

Sales  for  the fiscal years ending December 31, 2000 and December 31, 1999 were
$34,281  and  $134,302 respectively. The lower than expected sales amount is the
result of the Company's inability to raise sufficient working capital to support
its  marketing  program  and  finance up-front production requirements for large
purchase  orders.

The  Company  does not intend to manufacture bottled water products without firm
orders  in  hand  for its products. However, the Company intends to expend costs
over  the  next  twelve months in advertising, marketing and distribution, which
amounts  are  expected  to  be  expended  prior  to  the  receipt of significant
revenues.  There  can  be  no  assurance  as  to when, if ever, the Company will
realize  significant  operating  revenues  or  attain  profitability.

The  Gross  Profit for the fiscal years ended December 31, 2000 and December 31,
1999,  were  ($13,904)  and  ($11,321)  respectively.

Operating  expenses  were $775,638 and $642,918 for the years ended December 31,
2000  and  December  31,  1999,  respectively.  The  expenses  increased  due to
increased  royalty  and  license  fees  over  the  previous  year.

Net  Operating  Losses

The Company has accumulated approximately $2,100,000 of net operating loss carry
forwards  as  of  December  31, 2000, which may be offset against future taxable
income.  The  carry forwards begin to expire in 2011. The use of these losses to
reduce  future  income taxes will depend on the generation of sufficient taxable
income  prior  to  the  expiration of the net operating loss carry forwards. The


                                       11
<PAGE>
Company  has reserved for the deferred tax asset arising from net operating loss
carry  forwards.


Internal  Revenue  Code Section 382 places a limitation on the amount of taxable
income that can be offset by carry forwards after a change in control (generally
greater  than  a  50%  change  in  ownership).  As a result of these provisions,
utilization  of  the  NOL  and  tax  credit  carry  forwards  may  be  limited.

Contingencies

     License  and  Royalty  Agreements

In  March,  1999,  the  Company  entered into a license agreement for the use of
licensed  material  on  the  labels of bottled water.  This agreement expires in
December,  2001,  and  requires  the  payment  of  royalties on the sales of the
licensed product at a rate of 6.0% of net sales.  This agreement can be extended
at  the request of  the Company.  As of December, 31, 2000, no sales of licensed
product  have  occurred  and  no  royalties  have  been  paid  or  accrued.

During the fiscal year 2000, the Company entered into various license agreements
with a production studio that expire December 31, 2000 through December 31, 2000
through December 31, 2002.  These agreements require the payment of royalties in
the  amount  of  the  greater  of  5% to 6% of the wholesale standard price or a
minimum annual guarantee of $175,000, $25,000 and $30,000 in 2000, 2001 and 2002
respectively.  The  agreements  also  require  the Company to spend a minimum of
7.5%  of  the  sale  revenues  on  marketing  programs as well as outline target
marketing  and  shipment  dates,  none  of  which  have been met by the Company.
During  the  year  ended  December  31, 2000, the company paid $95,000 under the
aforementioned  agreements and accrued the remaining $80,000 of the license fees
due  in  2000  in  the  accompanying  financial  statements.

During  the  fiscal  year  2000, licensors terminated two agreements, originally
entered  into  during  calendar  year  1999,  as  a  result  of  the  Company's
nonperformance.  In  connection  with  these  terminations, the Company expensed
$150,000  representing previously capitalized royalty and license fees.  It also
recorded  an  additional  liability  and  an expense in the amount of $50,000 to
reflect  minimum  guarantee  payments  that  became due upon termination.  As of
December  31,  2000, royalty and license fees payable include $160,000 due under
these  terminated  agreements.

     Agency  Agreement

In  March,  1999,  the  Company  entered  into a promotional assistance contract
scheduled  to  expire in December 2003.  Under this agreement, an agent hired by
the  Company  was to provide services related to obtaining and managing  athlete
endorsements on the company's products.  The agreement called for a fee computed
as  the  greater  of  6%  of net sales or a minimum payment of $25,000, $50,000,
$100,000,  $150,000  and  $150,000  in  1999,  2000,  2001,  2002  and  2003,
respectively.  The Company executed this Agreement; however, the other party did
not.  The  other  party performed no services to the Company and the Company has
not  made any payments nor accrued any liabilities to the agent.  This Agreement
has  effectively  been  terminated

     Deposit  of  Investment

In October, 2000, the Company executed letters of intent to acquire two bottling
companies  and  invest in a third, for a total consideration of $4,680,000.  All
three  companies  are  controlled  by  one  the Company's former directors.  The
purchase  price  is  subject  to  adjustment upon the completion of standard due
diligence  conducted  by  the  Company.  Any  potential increase to the purchase
price is to satisfied through an issuance of the Company's common stock.  A cash
payment  of  $4,180,000  was  due  on  or  before December 15, 2000 of which the
Company  advanced  $250,000.  In  addition,  the Company was to advance $500,000
that  would  be  collateralized  by  short term notes receivable.  No funds were
advanced  as  of  December  31,  2000.

Subsequent to the fiscal year end, in January, 2001, the company paid $31,000 to
extend it right to acquire equity interests in the three bottling companies.  On
February  9,  2001, the company advanced $500,000 as required under the original
letters  of  intent.  These  advances  bear  interest  at 8% and require monthly
repayments  of  interest, commencing on March 9, 2001, and principal, commencing
on May 9, 2001.  These advances are secured by a lien on machinery acquired with
the  aforementioned  advances.


                                       12
<PAGE>
The  due diligence conducted on the target companies in February, 2001 indicated
that  the  financial  performance  of  the  target  companies was below what was
previously  expected.  Accordingly,  management  have  been negotiating with the
vendors  to  restructure  the  acquisitions, including a deferral of the closing
dates.


Liquidity  and  Capital  Resources

Our  primary  source  of liquidity has historically consisted of sales of equity
securities  and  debt  instruments. In the fiscal year ending December 31, 2000,
the Company raised $780,000 through the issuance of a common stock, and $180,000
through  debt financing. The proceeds were used to finance continued operations.

The  Company  has  plans  to  raise  between  $750,000 and $1,500,000 by private
placement  by  May  2001  from  identified  supportive  shareholders,  of  which
approximately $1,000,000 has already been committed. These funds are intended to
be used to fund day-to-day operations, including a marketing program so that the
company  can  pursue  its  business  plan.  The  Company  has no lines of credit
available to it at this time. There is no assurance that additional capital will
be  available  to  the  Company  when  or  if  required.

Although  the  Company  expects to have continued losses in the first quarter of
fiscal year 2001, management believes that the losses will continue to decrease.
Inflation  has  not  had  a  significant  impact  on  the  Company's  results of
operations.

Year  2000

As  expected,  the  Company  experienced no disruption in the ability to conduct
business  on  its  own  or on the part of any suppliers or customers due to Year
2000  issues.  We  consider  this  issue  closed.

Risk  Factors  and  Cautionary  Statements

Forward-looking statements in this report are made pursuant to the "safe-harbor"
provisions  of the Private Securities Litigation Reform Act of 1995. The Company
wishes  to advise readers that actual results may differ substantially from such
forward-looking  statements.  Forward-looking  statements  involve  risks  and
uncertainties  that  could  cause actual results to differ materially from those
expressed  in  or  implied by the statements, including, but not limited to, the
following:  Changing  economic  conditions,  interest  rate  trends,  continued
acceptance  of  the  Company's products in the marketplace, competitive factors,
and  other  risks  detailed  in  the  Company's periodic report filings with the
Securities  and  Exchange  Commission.


ITEM  7.  FINANCIAL  STATEMENTS

The  financial statements and supplementary data to be provided pursuant to this
Item  8  are  included  under  Item  14  of  this  report.


ITEM  8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS

     On  January  15,  2001,  the  Company  accepted  the resignation of Amisano
Hanson  ("Amisano")  as  its principal independent accountants and engaged Grant
Thornton  LLP  ("GT")  as its new principal independent accountants to audit the
Company's  financial  statements.  The  decision  to  change  accountants  was
recommended  and  unanimously  approved  by  the audit committee of the Board of
Directors  of  the  Company.


The  reports  of  Amisano  on the Company's financial statement for the past two
fiscal  years  did  not  contain an adverse opinion or disclaimer of opinion and
neither  statement  was  qualified or modified as to uncertainty, audit scope or
accounting  principles.  However,  Amisano's reports for these fiscal years were
modified  as to uncertainty with respect to the Company's ability to continue as
a  going  concern.  During  the  Company's  two  most  recent fiscal years ended
December  31,  1998  and  1999,  and the subsequent interim period preceding the
replacement  of  Amisano, there were no disagreements with Amisano on any matter
of  accounting  principles  or  practices,  financial  statement  disclosure, or
auditing  scope  or  procedures,  which  disagreements,  if  not resolved to the
satisfaction  of  Amisano, would have caused it to make reference to the subject
matter  of  the disagreements in their report. There were no "reportable events"
as that term is described in Item 304(a)(1)(v) of Regulation S-K with respect to
the Company during the Company's two most recent fiscal years and the subsequent
interim  period  preceding  the  replacement  of  Amisano.


                                       13
<PAGE>
                                    PART III


ITEM  9.    DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS

The  following  table identifies the Company's directors, executive officers and
certain  other  key  employees as of February 28, 2001. Directors are elected at
the  Company's  annual  meeting  of  stockholders  and  hold  office until their
successor are elected and qualified. In February 2001 Randy Larson resigned from
the  board. Larry Shaben was then appointed by the Board of Directors to replace
Mr.  Larson.  The Company's officers are appointed by the Board of Directors and
serve  at  the  pleasure  of  the  Board.  The date of the Company's 2000 Annual
General  Meeting  of  Stockholders  has  not  yet  been  set.

Name                   Position(s) Held  Term as Director Expires
---------------------  ----------------  ------------------------
Wm. R. McKay (P.Eng.)  Chairman/CEO                          2001
Dr. C.J. Weinstein     Director                              2001
Larry Shaben           Director                              2001

     The  above  listed  officers and directors will serve until the next annual
meeting  of  the  shareholders  or  until  their death, resignation, retirement,
removal,  or  disqualification, or until there successors have been duly elected
and  qualified.  Officers  of  the  Company  serve  at  the will of the Board of
Directors.  There  is  no  family relationship between any executive officer and
director  of  the  company.

Mr.  McKay  and  Mr.  Shaben  are  members  of  the  audit  committee.

Wm.  R.  McKay

     Wm.  R.  McKay  (P.ENG.),  65, is a petroleum-engineering graduate from the
University  of  Oklahoma.  Mr. McKay has served as a board member to a number of
organizations  including  the  BC  Science  and  Research  Council,  Westac
Transportation  Advisory  Council,  the  Calgary  Stampeders  Football Club, the
Canadian Football League, and Discovery Park. Since 1991, Mr. McKay has been the
Chairman  and  CEO of Jupiter Capital Ventures Inc., a Vancouver-based corporate
finance  company.  He has been the Chairman and CEO of the Company since January
of  1999.


Dr.  C.J.  Weinstein

     Dr.  C.  J.  Weinstein,  Director  is  a researcher and social psychologist
active in the private and public sector.  Dr. Weinstein is an Executive Director
and  board  Member  of the Monterey Center for Contemporary Medicine, a holistic
medical  provider  group.  He  is  also  President  and Founder of Innerquest, a
consulting  firm  in  business  management  and  training  for  industry.  He is
Consulting  Rabbi  for  Congregational  Bnai Torah in Monterey, California.  Dr.
Weinstein  is  past  President  of  the  Image  Institute  of  Santa  Monica.

Dr.  Weinstein  graduated  with  honors  from  the  School  of  Education at the
University  of  Buffalo,  continued  graduate work at Wayne University, Detroit,
Michigan  and  the  Graduate  School  of Sociology at the University of Southern
California.  He  holds  a  Master's degree in Theology and a Doctorate in Social
Psychology.  Dr. Weinstein lectures at the University of Southern California and
the  University  of  California  at  Los  Angeles.


Larry  Shaben

     Mr.  Shaben is an Alberta businessman with extensive business interests and
networks throughout Alberta  and experience in the areas of retail and wholesale
marketing.  Mr.  Shaben is the President of Shaben World Enterprises Ltd., which


                                       14
<PAGE>
provides  consulting  services  to  the retail and distribution industries.  Mr.
Shaben  also  serves  on  several  private  boards as a director, including ATCO
Power  and  H.  J.  Forest  Products  Inc., and has served as a director of  the
public  companies  Canadian  Utilities  Ltd.  and  Diversity  Corporation.

Mr.  Shaben  served as a cabinet minister in the Alberta Government from 1986 to
1989.  Mr. Shaben served as Minister of Economic Development and Trade and was a
member  of  the  Treasury  Board  and  the Priorities, Finance and Co-ordination
Committees.  He  was  also  chairman  of  the Task Force on the Co-ordination of
Economic  Diversification  and  Trade  and  a  member  of  the  Task  Force  on
International  Trade  Negotiations.  From  1982  to  1986  Mr.  Shaben served as
Minister  of  Housing with the Government of Alberta and was the Chairman of the
Economic  Planning  & Resource Development Cabinet Committee.  From 1979 to 1982
Mr. Shaben served as Minister of Utilities and Telephones with the Government of
Alberta.

     Mr.  Shaben  attended  the  University  of  Alberta.


ITEM  10.   EXECUTIVE  COMPENSATION

The  following  table sets forth compensation paid or accrued by the Company for
the  period  ending December 31, 2000, to the Company's officers, directors, and
other  key  employees.

<TABLE>
<CAPTION>
                          Annual Compensation                              Long Term Compensation

                                                                                  Securities
Name and                                                              Restricted  Underlying  LTIP Payouts
Principal Position     Year     Salary ($)     Bonus ($)    Other ($)  Stock ($)  Options/SARs    ($)    Other
<S>                 <C>         <C>          <C>            <C>        <C>        <C>            <C>     <C>
Wm. R. McKay              1998            0              0          0          0             0        0      0
     Chairman/CEO         1999            0              0          0    150,000        13,333        0      0
                          1999            0              0          0    175,000        23,333        0      0
                          2000            0              0          0          0     133,333(1)          2,000
                          2000            0              0          0    120,000        40,000        0      0
Randy Larson              1998            0              0          0          0             0        0      0
     CFO, Director        1999            0              0          0     75,000         6,667        0      0
                          1999            0              0          0    125,000        16,667        0      0
                          2000            0              0          0          0      66,667(1)          1,000
                          2000            0              0          0     80,000        26,667        0      0
Steve Nickolas            1999      102,342              0          0        250        16,667        0      0
    Chief
Marketing                 1999            0              0          0     75,000         1,000        0      0
     Officer              2000       12,500              0          0          0             0        0      0

Dr. C.J. Weinstein        1998            0              0          0          0             0        0      0
Director                  1999            0              0      6,000     50,000         6,667        0      0
                          1999            0              0          0     56,250         4,667        0      0
                          2000            0              0      6,899    -60,000        20,000        0      0
Robert Mueller            1998            0              0          0          0             0        0      0
Director                  1999            0              0          0          0             0        0      0
                          2000            0              0          0     80,000        26,667        0      0
                          2000            0              0          0          0       6,667(2)       0      0

<FN>
     (1)  In  January  1999, the Board authorized the sale of Series A preferred
          stock  to  two of the company's directors for $3,000. At the option of
          the  holder,  the  preferred stock was convertible through January 31,
          2004,  into ten shares of common stock for each one share of preferred
          stock.  In  December  2000, the stockholders elected to convert all of
          their preferred shares into the Company's common stock. As a result of
          this conversion, the Company was obliged to issue 200,000 common stock
          shares (post split). Subsequently it was determined that the preferred
          shares  had  not  been  properly  designated  in  the  articles  of
          incorporation  and  filed  with the State of Florida. Therefore, these
          preferred shares have been presented as subscribed in the accompanying
          financial  statements.  On  April  25,  2001,  the  board of Directors
          authorized  200,000 common shares be issued in full settlement of this
          obligation.
     (2)  The  Company placed 6,667 shares of common stock to be issued upon the
          acquisition  of California Bottled Water Corporation, in consideration
          for future services to be provided in connection with the acquisition.
</TABLE>


                                       15
<PAGE>
<TABLE>
<CAPTION>
                                      OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
                                                 Individual Grants

          (a)                   (b)                     (c)                       (d)                   (e)
          Name         Number of Securities   % of Total Options/SARs   Exercise or Base Price    Expiration Date
                             Underlying       Granted to Employees in           ($/Sh)
                       Options/SARs Granted        Fiscal Year
                                #
---------------------  ---------------------  ------------------------  ------------------------  ----------------
<S>                    <C>                    <C>                       <C>                       <C>
William R. McKay,                     40,000                    35.29%  $                   3.00  May 30, 2005
CEO, President,
Chairman

Randy Larson, former                  26,666                    23.53%  $                   3.00  May 30, 2005
Director

Dr. C.J. Weinstein                    20,000                    17.65%  $                   3.00  May 30, 2005

Robert Mueller                        26,666                    23.53%  $                   3.00  May 30, 2005
</TABLE>

<TABLE>
<CAPTION>
          AGGREGATE OPPTIONOPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
          --------------------------------------------------------------------------------------

(a)                            (b)                (c)                   (d)                     (e)
          Name         Shares Acquired on   Value Realized     Number of Securities         Value of
                            Exercise                          Underlying Unexercised     Unexercised In-
                                                             Options/SARs at FY-end (#)    the-Money
                                                             Exercisable/Unexercisable    Options/SARs
                                                                                          at FY-End ($)
                                                                                         Exercisable/Un
                                                                                          exercisable
---------------------  -------------------  ---------------  --------------------------  -----------------
<S>                    <C>                  <C>              <C>                         <C>
William R. McKay,                                                                40,000  $         120,000
CEO, President,
Chairman

Randy Larson, former                                                             26,666  $          79,998
Director

Dr. C.J. Weinstein                                                               20,000  $          60,000

Robert Mueller                                                                   26,666  $          79,998
</TABLE>


     No  compensation  is payable to Directors of the Company in connection with
attendance  at  board  meetings,  except  as to such Directors who also serve as
Officers  of  the  Company  in  capacities  other  than  Directors.

     Future  compensation  of  Officers  will  be  determined  by  the  Board of
Directors based upon the financial condition and performance of the Company, the
financial  requirements  of  the Company, and upon the individual performance of
each Officer. The Board of Directors intends to ensure that the salaries paid to
the  Company's  officers  and employees are reasonable and prudent and are based
upon  the  performance  of  individual  Officers  and  employees.


                                       16
<PAGE>
     The  company  has  elected to provide certain indemnification provisions to
Officer  and  Directors  with  respect  to actions or omissions in their duties.

Compliance  Issues

     Mr.  Wm.  R.  McKay  filed  his Forms 3 and 4 on February 26, 2001.  A Form
Three  was due on  May 21, 2000.  The Form three was required due to the Company
becoming  a  reporting  issuer.

     Mr. Randy Larson, the former CFO, President and a Director, filed his Forms
3  and  4 on February 26, 2001.  These Forms was due on  May 21, 2000.  The Form
Three  was  required  due  to  the  Company  becoming  a  reporting  issuer.

     Robert  Mueller,  a  former Director filed his Form 3 on February 26, 2001.
This  form  was  due  on  May  21, 2001.  The Form Three was required due to the
Company  becoming  a  reporting  issuer.

     Dr. C.J. Weinstein, a Director filed his Form 3 on February 26, 2001.  This
form  was  due  on May 21, 2001.  The Form Three was required due to the Company
becoming  a  reporting  issuer.


Related  Parties

     The  Company's  operates a satellite office in Vancouver BC through Jupiter
Capital  Ventures, which the Chairman and CEO has controlling interest in. There
is  an  agreement  between Jupiter Capital Ventures and the Company to reimburse
Jupiter Capital Ventures for operating expenses such as rent, communications and
business  services.

The Company shares as receptionist and the services of a controller with Jupiter
Capital  Ventures  in  the  Vancouver  office.

ITEM  11.   SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT

     a)   Security  Ownership  of  Certain  Beneficial  Owners.

     The  following  table  sets  forth  the  security  and beneficial ownership
     interest  for  each class of equity securities known by the Company to have
     more  than  five  (5%)  percent  of  the  voting  securities.

<TABLE>
<CAPTION>
Title of  Name and address            Amount and nature   Percentage
Class     of beneficial               of beneficial       of Class (2)
          Owner                       ownership (1)
<S>       <C>                         <C>                 <C>
Common    McKay, Wm R.                           266,668        17.56%
          727-666 Leg In Boot Square
          Vancouver, BC V5Z 4B4

<FN>
     (1)  Under  Rule  13(d)  of  the  Exchange  Act, shares not outstanding but
          subject to options, warrants, rights or conversion privileges pursuant
          to which such shares may be acquired in the next 60 days are deemed to
          be  outstanding  for  the  purpose  of  computing  the  percentage  of
          outstanding  shares  owned  by  persons  have such rights, but are not
          deemed outstanding for the purpose of computing the percentage for any
          other  person.
     (2)  As  of  February  28,  2001,  there  were  1,518,513  common  shares
          outstanding.  Unless otherwise noted, the security ownership disclosed
          is  of  record  and  beneficial.
</TABLE>

     b)   Security  Ownership  of  Management.

     The  following  table  sets  forth  certain information with respect to the
     beneficial ownership of each officer and director, and of all directors and
     executive  officers  as  a  group  as  of  February  28,  2001.


                                       17
<PAGE>
<TABLE>
<CAPTION>
Title of       Name and address       Amount and nature   Percentage
Class           of beneficial           of beneficial      of Class
                    Owner               ownership (1)
<S>       <C>                         <C>                 <C>
Common    McKay, Wm R.                           266,668       17.56%
          727-666 Leg In Boot Square
          Vancouver, BC V5Z 4B4

Common    Weinstein, Dr. CJ                        6,667        0.44%
          P.O. Box 115
          1 Big Sur, CA   93920

Common    Shaben, Larry                            2,925        0.19%
                     207 Solar Court
                  10350 124th Street
          Edmonton, Alberta T5N 3V9
</TABLE>

     There  are  no  arrangements  that  may  result in change in control of the
company.


ITEM  12.   CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  Company's  operates a satellite office in Vancouver BC through Jupiter
Capital  Ventures, which the Chairman and CEO has controlling interest in. There
is  an  agreement  between Jupiter Capital Ventures and the Company to reimburse
Jupiter  Capital  Ventures  for  operating  expenses.

Please  see  Items 1 and 10 with respect to issuances of securities for services
rendered  by employees and directors and issuances of securities to directors in
exchange  for  subscriptions  for  preferred  shares.


PART  IV

Item  13.  Exhibits,  Financial  Statement  Schedules,  and Reports on Form 8-K.


Documents  filed  as  a  part  of  this  Report.

     (1)  Financial  Statements:
          Report of Independent Certified Public Accountants 2000. . . . .   F-1
          Report of Independent Certified Public Accountants 1999. . . . .   F-2
          Balance  Sheets. . . . . . . . . . . . . . . . . . . . . . . . .   F-3
          Statements  of  Operations . . . . . . . . . . . . . . . . . . .   F-4
          Statements  of  Stockholders'  Equity. . . . . . . . . . . . . .   F-5
          Statements  of  Cash  Flows. . . . . . . . . . . . . . . . . . .   F-6
          Notes  to  Financial  Statements . . . . . . . . . . . . . . . .   F-7

     (2)  Exhibits  filed  as  part  of  this  Report:

    *       EX -  3.1      Articles of Incorporation of WTAA International, Inc.
                           effective  April  17,  1991
    *       EX  -  3.2     Bylaws  of  WTAA  International,  Inc.
    *       EX  -  10.1    Plan  of  Merger
    *       EX  -  10.2    Articles  of  Merger
            EX  -  23.1    Consent  of  Amisano  Hanson

*  Previously  filed  as  an  exhibit  to  the  Company's current report on Form
8-K12G3,  dated  May  19,  2000  and  incorporated  by  reference.

(b)  The following reports on Form 8-K have been filed by the Company during the
last  quarter  of  the  period  covered  by  this  report:  None


                                       18
<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.

                                                    WTAA  International,  INC.
                                                         -----------------
                                                           (Registrant)



                                                      /s/  Wm.  R.  McKay
Date:  April  27,  2001                         By:  ---------------------------
                                                      Wm.  R.  McKay
                                                      Chief  Executive  Officer


     In  accordance  with  the  Exchange Act, this report has been signed by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.


                                                      /s/  Wm.  R.  McKay
          Date:  April  27,  2001               By:  ---------------------------
                                                      Wm.  R.  McKay
                                                      Chief  Executive  Officer
                                                      and  Chairman  of  the
                                                      Board  of  Directors




                                                      /s/  Dr.  C.J.  Weinstein
          Date:  April  27,  2001               By:  ---------------------------
                                                      Dr.  C.J.  Weinstein
                                                      Director




                                                      /s/  Larry  Shaben
          Date:  April  27,  2001               By:  ---------------------------
                                                      Larry  Shaben
                                                      Director


                                       19
<PAGE>