10KSB
  1

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

                                   FORM 10-KSB

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

                   FOR 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. [ ] Form 3 for All Directors and executive
officers needed to be filed as of the effective date of a registration statement
under 12g, or in the case of the succession, 10 days after the event see Item 9,
"Directors"

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 statement of holdings to be filed with the commission in connection
with  the  2000  Annual  Meeting  of  Stockholders and Registrant's Registration
Statement  on  Form 3, 4, and 8-K are 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.   Selected  Financial  Data

Item  7.   Management's  Discussion  and  Analysis  of  Financial  Condition and
Results  of  Operations.

Item  8.   Financial  Statements  and  Supplementary

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

PART  III

Item  10.   Directors,  Executive  Officers,  Promoters  and  Control  Persons.

Item  11.   Executive  Compensation

Item  12.   Security  Ownership  of  Certain  Beneficial  Owners  and Management

Item  13.   Certain  Relationships  and  Related  Transactions

PART  IV

ITEM  14.   Exhibits,  Financial  Statement  Schedules  and  Reports on Form 8-k

Signatures


                                        2
<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 Cool Clear 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 reverse 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 reverse
takeover 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 ceased and the company
continued  as  the  surviving  corporation  and  retained  the  name  "WTAA
International,  Inc.".

     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 everyone knows,
combined  with  co-packaging  agreements  to  immediately  serve  markets
coast-to-coast.

WTAA  is  able  to  market  its  own WTAA BRAND, even at this early stage of the
implementation  of  the  Company's marketing strategy. For example, a WTAA brand
can  be  found  on  the  shelves of Loblaw's Real Canadian Superstores, Canada's
premier  grocery  chain

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


                                        3
<PAGE>
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  going head-to-head with the big 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.

The  initial  points of differentiation begin with the Company's unique approach
to  the  branding  of  its  product. On an outward basis, the Company intends to
represent itself as a "non-brand" oriented organization, opening the doors for a
variety  of distinctive and highly specialized marketing and sales programs that
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 a first and moves
the  Company  into  the  $120.0 billion/year licensing market, as opposed to the
$4.3  billion/year  bottled water industry. Instant recognition of the Company's
various  licensed  images  provides it with immediate brand name appeal, without
the  time  and  expense  of developing it on its own. WTAA intends to follow the
proven  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  simply  applying  the proven success of
licensing  to  the  bottled  water  industry,  which,  up  to this time, has not
utilized  this  method  of  marketing  products  before.

All  of  the  Company's  products and all of its support material will carry the
name  of  its  branded  product,  WTAA. WTAA has been selected as the brand name
because of its memorable characteristics and name differentiation to any and all
other  products  in  the marketplace. The name WTAA allows the Company to create
and  position  this  brand  uniquely  in  the  mind  of the consumer without any
pre-determined associations between its brand name and other images the consumer
may  associate  with  the  Company's  products.

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

The  Company's  "Branded  Products" are being introduced firstly on a nationwide
basis  in Canada, by way of a preferred supplier agreement with Canada's largest
and  most  aggressive  food  and  drug  chain.

     d)   Distribution

The  key  component  of  the  Company  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 massive attention in the marketplace. As a method
of  developing that distinctiveness, 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 immediately 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 immediate advantage of a number of key
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  studies  of  the existing small package beverage
network,  and  the  experience  of  its  management team, has indicated that the
greatest  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.


                                        4
<PAGE>
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. The key 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 strategic significance of building, maintaining and
supporting  its  distributor  network which, after all, 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.

     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  other advantage of this approach is that it gives the Company production in
different  parts of the country, thereby supporting WTAA's national distribution
system.  Such  arrangements  are  already 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, and quality control
not  to  mention  a  benchmark  against  which  to  compare  other  co-packing
arrangements.

     f)   Industry  Information.

     The  bottled water industry has experienced tremendous 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. Latest 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.


                                        5
<PAGE>
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.

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.


ITEM  2.   DESCRIPTION  OF  PROPERTY

     The  Company's  principal  business office is located at 1027 South Rainbow
Blvd.  Suite  391  Las  Vegas,  Nevada, 89145-6232. The Company also maintains a
small satellite office at 638 Millbank Vancouver, BC Canada V5Z 4B7. The company
has  no  other  interest  in  real  estate.


ITEM  3.   LEGAL  PROCEEDINGS

As  of  March  31,  2001,  there  is 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
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.


                                        6
<PAGE>
     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
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


                                        7
<PAGE>
     In May 2000, the Company completed a private placement under Reg. S Section
46  whereby  it issued an aggregate of 49,261 restricted 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, an amount
of  money  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, an amount of money 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 Section 46
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, an
amount  of  money  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, an amount of money 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 Section 46
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, an amount of money
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,  an  amount  of money 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 Section
46  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, an
amount  of  money  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, an amount of money 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 Section
46  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 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, an
amount  of  money  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, an amount of money 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 Section
46  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, an
amount  of  money  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, an amount of money 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  enter, as well salaries to
employees,  directors  and  officers  of  the  Company.


                                        8
<PAGE>
ITEM  6.  SELECTED  FINANCIAL  DATA

The  following  table sets forth selected financial data regarding our operating
results  and  financial  position.  The data has been derived from our financial
statements,  which  have  been prepared in accordance with accounting principles
generally  accepted  in  the  United  States  ("US  GAAP").  See  "Management's
Discussion  and  Analysis  of Financial Condition and Results of Operation." The
following selected financial data is qualified in its entirety by, and should be
read  in  conjunction  with, the financial statements and notes thereto included
elsewhere  in  this  Annual  Report.


                                                              Year Ended
                                                             December 31,
                                        2000          1999       1998
                                   --------------  ----------  --------
                                         $              $          $

Net Revenue                               34,281     134,302         -
Operating Expenses                       775,638     642,918    38,441
Non-Cash Compensation
  Stock Options
Net Income (Loss)                     (1,361,851)   (705,213)  (38,441)
Net Income (Loss) Per Share                (1.62)      (1.13)    (0.52)

                                                              Year Ended
                                                             December 31,
                                        2000          1999       1998
                                   --------------  ----------  --------
                                         $              $          $

Total Assets                             616,932     312,227         -
Total Liabilities                        363,234     135,507    38,441
Shareholders' Equity (Deficiency)        253,698     (15,080)  (38,441)
Long-Term Obligations                          -     191,800         -
Cash Dividends                                 -           -         -

ITEM 7.  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.


                                        9
<PAGE>
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
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 carryforwards 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.

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  8.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

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


                                       10
<PAGE>
ITEM  9.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS

     On January 15, 2001, the Company replaced 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.



                                    PART III

ITEM  10.    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.

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, 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  the  founder of the Image Institute of
Monterey, California, an eminent authority in the field of executive development
and team building who counts among his many clients some of North America's most
successful  corporations.


                                       11
<PAGE>
Larry  Shaben

     Larry  Shaben  is an entrepreneur with considerable experience in corporate
development  and  governmental  affairs. From 1975 through 1989, he held various
cabinet  positions with the Alberta Provincial Government, including Ministry of
Utilities  and  Telephones,  Ministry  of  Housing,  and  Ministry  of  Economic
Development.  Mr. Shaben is the President of Shaben World Enterprises Ltd, which
provides  consulting services to the retail and distribution industries. He sits
on  several  important  Boards,  including  Canadian  Utilities  Limited.

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

     (1)  was  a  general  partner  or executive officer of any business against
          which  any  bankruptcy  petition  was filed, either at the time of the
          bankruptcy  or  two  years  prior  to  that  time;
     (2)  was  convicted  in a criminal proceeding or named subject to a pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);
     (3)  was  subject  to  any  order,  judgment  or  decree,  not subsequently
          reversed,  suspended  or  vacated,  or  any  court  of  competent
          jurisdiction,  permanently  or  temporarily  enjoining,  barring,
          suspending  or  otherwise  limiting  his  involvement  in  any type of
          business,  securities  or  banking  activities;  or
     (4)  was  found  by  a court of competent jurisdiction (in a civil action),
          the  Securities  and  Exchange  Commission  or  the  Commodity Futures
          Trading  Commission  to have violated a federal or state securities or
          commodities  law, and the judgment has not been reversed, suspended or
          vacated.

ITEM  11.   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 Principal                                          Restricted    Underlying   LTIP Payouts
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            0             0              0      0
                    2000           0          0          0            0             0              0      0
Randy Larson        1998           0          0          0            0             0              0      0
CFO, Director       1999           0          0          0            0             0              0      0
                    2000           0          0          0            0             0              0      0
Steve Nickolas      1999     102,342          0          0            0             0              0      0
Chief Marketing     2000      12,500          0          0            0             0              0      0
Officer
Dr. C.J. Weinstein  1998           0          0          0            0             0              0      0
Director            1999           0          0      6,000       50,000             0              0      0
                    2000           0          0      6,899            0             0              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       55,000             0              0      0
</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.


                                       12
<PAGE>
ITEM  12.   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.

Title of         Name and address             Amount and nature    Percentage
Class            of beneficial                of beneficial        of Class (2)
                 Owner                        ownership (1)

Common           McKay, Wm R.                 266,668              17.56%
                 727-666 Leg In Boot Square
                 Vancouver, BC V5Z 4B4


     (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.

     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.

Title of         Name and address             Amount and nature    Percentage
Class            of beneficial                of beneficial        of Class (2)
                 Owner                        ownership (1)

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


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

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


                                       13
<PAGE>
     (2)  was  found  by  a court of competent jurisdiction (in a civil action),
          the  Securities  and  Exchange  Commission  or  the  Commodity Futures
          Trading  Commission  to have violated a federal or state securities or
          commodities  law, and the judgment has not been reversed, suspended or
          vacated.


ITEM  13.   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.


PART  IV

Item  14.  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


                                   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)



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


                                       14
<PAGE>
       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.



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



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



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


                                       15
<PAGE>
                            WTAA International, Inc.

                          Index to 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 to F 15


<PAGE>
               Report of Independent Certified Public Accountants
               --------------------------------------------------



Board  of  Directors
WTAA  International,  Inc.

We have audited the accompanying balance sheets of WTAA International, Inc. (the
Company)  as  of  December  31,  2000, and the related statements of operations,
stockholders'  equity,  and  cash flows for the year then ended. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of WTAA International, Inc., as of
December  31, 2000, and the results of its operations and its cash flows for the
year ended December 31, 2000, in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in note B to the
financial  statements,  the  Company  has  suffered  recurring  losses  and  has
accumulated a deficit of $2,105,699 and has substantial future cash commitments.
These factors, among others, raise substantial doubt about the Company's ability
to  continue  as a going concern.  Management's plans in regard to these matters
are  also  described  in  note  B.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.


            Date:  March  23,  2001             By:  /s/  Grant  Thornton
                                                   -----------------------------
                                                         Grant  Thornton
Seattle,  Washington
March  23,  2001


                                       F-1
<PAGE>
                           INDEPENDENT AUDITORS'REPORT

To  the  Stockholders,
WTAA  International,  Inc.

(formerly  Canadian  Cool  Clear  WTAA,  Inc.)


We  have  audited  the  accompanying  balance  sheet of WTAA International, Inc.
(formerly  Canadian  Cool  Clear  WTAA,  Inc.),  as at December 31, 1999 and the
statements  of operations, stockholders' equity and cash flows for the year then
ended.  These  financial  statements  are  the  responsibility  of the company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based on our audit.  The financial statements of WTAA International,
Inc.  as  of  December  31,  1998  and 1997 were audited by other auditors whose
reports  dated  July  6,  1999  and  May  1,  1998,  respectively,  expressed an
unqualified  opinion  on  those  statements.

We  conducted  our  audit  in  accordance  with United States generally accepted
auditing  standards.  Those  standards require that we plan and perform an audit
to  obtain  reasonable  assurance  whether  the financial statements are free of
material  misstatement.  An  audit  includes examining on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audit provides a reasonable basis for our
opinion.

In  our  opinion,  these  financial  statements  present fairly, in all material
respects,  the financial position of WTAA International, Inc. as at December 31,
1999  and  the results of its operations and cash flows for the year then ended,
in  accordance  with  generally  accepted  accounting  principles  in the United
States.

The  accompanying  financial  statements  referred  to  above have been prepared
assuming  that  the  company  will continue as a going concern.  As discussed in
Note  I  to  the financial statements, the company has suffered recurring losses
from  operations  and  has a net capital deficiency that raise substantial doubt
that  the  company  will be able to continue as a going concern.  The company is
dependent  on its ability to raise capital from shareholders or other sources to
sustain  operations.  Management  plans  in  regard  to  these  matters are also
described  in  Note  1.  The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.


           Date:  April  23,  2001              By:  /s/  Amisano  Hanson
                                                   -----------------------------
                                                          Amisano  Hanson
Vancouver,  Canada                                        Chartered Accountants1
May 16, 2000, except as to Note 12 (ii) which is as of
May 17, 2000 and as to Notes 12 (vii), (viii) and (ix)
which are as of May 31, 2000.


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                            WTAA International, Inc.

                                 BALANCE SHEETS

                                  December 31,

                                     ASSETS

                                                                      2000         1999
                                                                  ------------  ----------
<S>                                                               <C>           <C>
CURRENT ASSETS
    Cash                                                          $   202,699   $  21,808
    Accounts receivable - trade                                           118       9,257
    Inventory                                                          21,404      31,262
    Prepaid royalty and license fees                                  103,753      35,000
    Prepaid expenses and other current assets                          38,958       9,900
                                                                  ------------  ----------

        Total current assets                                          366,932     107,227

ACQUISITION ADVANCES AND DEPOSITS                                     250,000     205,000
                                                                  ------------  ----------

        Total assets                                              $   616,932   $ 312,227
                                                                  ============  ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                              $   121,884   $ 134,157
    Royalty and license fees payable                                  240,000           -
    Related party demand note payable                                   1,350       1,350
                                                                  ------------  ----------

        Total current liabilities                                     363,234     135,507

CONVERTIBLE DEBT                                                            -     191,800

COMMITMENTS AND CONTINGENCIES                                               -           -

STOCKHOLDERS' EQUITY (DEFICIT)
    Preferred stock subscribed                                          3,000       3,000
    Common stock - $.001 par value; 3,333,333 shares authorized           918         684
    Common stock subscribed                                           630,194      47,500
    Additional paid-in capital                                      1,725,285     677,390
    Accumulated deficit                                            (2,105,699)   (743,654)
                                                                  ------------  ----------

        Total stockholders' equity (deficit)                          253,698     (15,080)
                                                                  ------------  ----------

        Total liabilities and stockholders' equity (deficit)      $   616,932   $ 312,227
                                                                  ============  ==========
</TABLE>

The accompanying notes are an integral part of these statements.


                                   F-3
<PAGE>
<TABLE>
<CAPTION>
                            WTAA International, Inc.

                            STATEMENTS OF OPERATIONS

                             Year ended December 31,

                                               2000         1999
                                           ------------  ----------
<S>                                        <C>           <C>

REVENUES                                   $    34,281   $ 134,302

COST OF GOODS SOLD                              48,185     145,623
                                           ------------  ----------

GROSS LOSS ON SALES                            (13,904)    (11,321)

OPERATING EXPENSES
  Royalty and license fees                     271,247      21,897
  General and administrative expenses          504,391     621,021
                                           ------------  ----------

    Total operating expenses                   775,638     642,918
                                           ------------  ----------

OPERATING LOSS                                (789,542)   (654,239)

OTHER (INCOME) EXPENSES
  Interest                                     366,419           -
  Other, net                                   205,890      50,974
                                           ------------  ----------

    Total other expenses                       572,309      50,974
                                           ------------  ----------

NET LOSS                                   $(1,361,851)  $(705,213)
                                           ============  ==========

LOSS PER COMMON SHARE - BASIC AND DILUTED  $     (1.62)  $   (1.13)
                                           ============  ==========
</TABLE>

The  accompanying  notes  are  an  integral  part  of  these  statements.


                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                                    WTAA  International,  Inc.

                                           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                              Year Ended December 31, 2000 and 1999

                                                                           Common  stock
                                     Preferred stock   Common  stock        subscribed
                                    ----------------  ----------------  -------------------   paid-in    Accumulated
                                    Shares   Amount   Shares   Amount    Shares    Amount     capital    deficit         Total
                                    -------  -------  -------  -------  --------  ---------  ----------  ------------  ----------
<S>                                 <C>      <C>      <C>      <C>      <C>       <C>        <C>         <C>           <C>
Balance at January 1, 1999                -  $     -   66,667  $    67        -   $      -   $    4,933  $   (38,441)  $ (33,441)

Sale of preferred stock subscribed  300,000    3,000        -        -        -          -            -            -       3,000

Sale of common stock for cash,
net of costs                              -        -  593,649      594        -          -      672,457            -     673,051

Common stock subscribed for
cash, net of costs                        -        -        -        -    2,222     47,500            -            -      47,500

Issuance of common stock for
services                                  -        -   23,333       23        -          -            -            -          23

Net loss for the year ended
December 31, 1999                         -        -        -        -        -          -            -     (705,213)   (705,213)
                                    -------  -------  -------  -------  --------  ---------  ----------  ------------  ----------

Balance at December 31, 1999        300,000    3,000  683,649      684    2,222     47,500      677,390     (743,654)    (15,080)

Issuance of common stock shares
in escrow                                 -        -    6,667        -        -          -            -            -           -

Sale of common stock for cash             -        -   49,261       49        -          -      149,951            -     150,000

Issuance of common stock
through debt conversions                  -        -  161,558      162        -          -      735,467            -     735,629

Issuance of common stock for
services                                  -        -   20,667       21        -          -      114,979            -     115,000

Issuance of common stock for
1999 subscription                         -        -    2,222        2   (2,222)   (47,500)      47,498            -           -

Common stock subscribed for
cash                                      -        -        -        -  291,667    630,000            -            -     630,000

Common stock shares subscribed            -        -        -        -  194,444        194            -         (194)          -

Net loss for year ended December
31,  2000                                 -        -        -        -        -          -            -   (1,361,851) (1,361,851)
                                    -------  -------  -------  -------  --------  ---------  ----------  ------------  ----------

Balance at December 31, 2000        300,000  $ 3,000  924,024  $   918  486,111   $630,194   $1,725,285  $(2,105,699)  $ 253,698
                                    =======  =======  =======  =======  ========  =========  ==========  ============  ==========
</TABLE>

The accompanying notes are an integral part of this statement.


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                            WTAA International, Inc.
                            STATEMENTS OF CASH FLOWS
                            Year ended December 31,


                                                                   2000         1999
                                                               ------------  ----------
<S>                                                            <C>           <C>
 Increase (Decrease) in Cash
 Cash flows from operating activities
   Net loss                                                    $(1,361,851)  $(705,213)
   Adjustments to reconcile net loss to
     net cash used in operating activities
     Amortization of beneficial conversion feature                  85,449           -
     Interest expense in connection with induced conversion        262,032           -
     Accrued interest converted to equity                           16,348           -
     Amortization of deferred finance charges                            -       1,364
     Inventory write off                                                 -      50,974
     Common stock issued for services                              115,000          23
     Changes in assets and liabilities
       Accounts receivable                                           9,139      (9,257)
       Inventories                                                   9,858     (82,236)
       Prepaid expenses and other current assets                   (29,058)     (1,264)
       Prepaid royalties                                           (68,753)    (35,000)
       Accounts and related party payables                         (12,273)    102,066
       Royalty and license fees payable                            240,000           -
                                                               ------------  ----------

         Net cash used in operating activities                    (734,109)   (678,543)

 Cash flows from investing activities
   Acquisition deposits                                            (45,000)   (205,000)
                                                               ------------  ----------


         Net cash used in investing activities                     (45,000)   (205,000)
 Cash flows from financing activities
   Proceeds from long-term obligations, net of loan fees           180,000     181,800
   Proceeds from sale of preferred stock, net of fees                    -       3,000
   Proceeds from sale of common stock and stock subscriptions      780,000     720,551
                                                               ------------  ----------

         Net cash provided by financing activities                 960,000     905,351
                                                               ------------  ----------

  Net increase in cash and cash equivalents                        180,891      21,808

 Cash and cash equivalents at the beginning of the period           21,808           -
                                                               ------------  ----------

 Cash and cash equivalents at the end of the period            $   202,699   $  21,808
                                                               ============  ==========

 Noncash disclosures:
   Debt converted to equity, principal only                    $   371,800
                                                               ============
</TABLE>

The  accompanying  notes  are  an  integral  part  of  these  statements.


                                       F-6
<PAGE>
                            WTAA International, Inc.

                          NOTES TO FINANCIAL STATEMENTS

                           December 31, 2000 and 1999



NOTE  A  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     WTAA  International,  Inc.  (the  Company  or WTAA) was incorporated in the
     State  of  Florida  on  April  17,  1991,  under  the  name  of Aarden-Bryn
     Enterprises,  Inc.  From  incorporation  through  September  24,  1999, the
     Company  operated  under  such  names  as  Corbetts Clear Cool Water, Inc.,
     Corbetts  Cool  Clear  Water,  Inc.,  Canadian  Cool Clear Water, Inc., and
     Canadian  Cool  Clear WTAA, Inc. On September 24, 1999, the Company changed
     its  name  to  WTAA  International,  Inc.  The  Company is a distributor of
     proprietary  bottled  water products for which it licenses marketing rights
     from  various  entertainment  studios  and  enterprises.

     A  summary  of  the significant accounting policies consistently applied in
     the  preparation  of  the  accompanying  consolidated  financial statements
     follows.

     1.     Inventory
            ---------

     Inventory  is  stated  at  the lower of cost or market and costed using the
     first-in-first-out  method.

     2.     Royalty  and  License  Fees
            ----------------------------

     The  Company  pays  license  and  royalty fees for rights to use licensors'
     trademarks  and logos on its products. Royalty and license fees are accrued
     as  they  become  due  under  each  individual  contract.  Prepaid fees are
     capitalized  and  amortized  over  the  lives  of  underlying  agreements.

     In  addition,  under  certain  contracts,  the  Company  is required to pay
     minimum  guarantee  fees, the structure of which varies with each contract.
     Minimum  guarantees  are  accrued  as  they  become  due and amortized over
     periods  covered  by  each  individual  guarantee.

     3.     Loss  per  Common  Share
            ------------------------

     Basic  loss  per  share  is  based on the weighted-average number of shares
     outstanding  during  the year. The weighted-average number of common shares
     outstanding  was  838,560 for 2000 and 624,291 for 1999, post reverse split
     (see  note  C).  Diluted  loss  per share for all periods presented equaled
     basic loss per share due to the antidilutive effect of potentially dilutive
     securities.  As  of December 31, 2000 and 1999, the Company had 756,051 and
     274,762,  of potentially dilutive shares that were not included in loss per
     share  computations  due  to  their  antidilutive  effect.


<PAGE>
     4.     Use  of  Estimates
            ------------------

     In  preparing the Company's financial statements, management is required to
     make  estimates and assumptions that affect the reported amounts of assets,
     liabilities and equity, the 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.

     5.     Reclassifications
            -----------------

     Certain  reclassifications  of the prior year information have been made to
     conform  to  the  current  year  format.


NOTE  B  -  MANAGEMENT  PLANS

     The  Company  is  devoting  substantially  all  of  it  present  efforts to
     reorganizing  the business and pursuing strategic opportunities in order to
     recommence  its  operations. The Company has incurred recurring losses from
     operations  and has a total accumulated stockholders' deficit of $2,105,699
     as  of  December  31, 2000. Also, as discussed in the note E, the continued
     operation  of  the  Company  will require a commitment of substantial cash.

     However,  the  rate  at which the Company expends it resources is variable,
     may  be accelerated, and will depend on many factors. The Company will need
     to raise substantial additional capital to fund its operations and may seek
     such  additional  funds through public or private equity or debt financing.
     There can be no assurance that such additional funding will be available on
     acceptable  terms,  if at all. The Company's continued existence as a going
     concern  is  ultimately  dependent  upon  its  ability to secure additional
     funding  for  the  success  of  its  future  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 two
     quarters  of  fiscal  year  2001,  management believes that the losses will
     continue  to  decrease,  so that less funds will be used for overheads, and
     more  funds  used  for  marketing  and  business  development.


NOTE  C  -  STOCK  SPLIT

     On  February  22,  2001, the Company authorized a 15:1 reverse stock split.
     All  references  to number of shares and per share price have been adjusted
     to  retroactively  to  reflect  the  effect  of  this  split.


NOTE  D  -  ACQUISITION  OF  TEMPUS,  INC.

     On  May  11, 2000, the Company entered into a purchase agreement to acquire
     all  of  the  issued  and  outstanding  stock  of  Tempus, Inc. (Tempus), a
     nonoperating  Wyoming  reporting  corporation  for  total  consideration of
     $12,300.  The  Company also paid $133,700 in cash and issued 200,000 shares
     of  common  stock  for  legal and transaction facilitation fees. The shares
     were  valued at $60,000, which at the time of the acquisition was deemed to
     approximate  their  fair  value.  The  net book value of Tempus' assets was
     nominal.  Therefore,  the  Company expensed the total consideration paid in
     connection  with  this  transaction. The Company elected a successor status
     under Section 12(g)(3) of the 1934 Securities and Exchange Act and became a
     reporting  company.  Simultaneously  with  this  transaction,  Tempus  was
     dissolved.


<PAGE>
NOTE  E  -  DEPOSIT  ON  INVESTMENT

     On  October  19,  2000, the Company signed letters of intent to acquire two
     bottling  companies  and  invest  in  a  third  bottling company, for total
     consideration  of  $4,680,000. All three companies are controlled by one of
     the Company's former directors. The purchase price is subject to adjustment
     subsequent  to  completion  of  standard  due  diligence  procedures  to be
     conducted  by  the Company. Any potential increases to the prices are to be
     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
     has  paid  $250,000. Additionally, 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.

     On January 1, 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 advanced $500,000 as required under the original letters of intent.
     The  advances  bear  interest  at  8%  and  requires  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.

     The  Company also undertook a due diligence process on the target companies
     in  late  February  2001, which indicated that the financial performance of
     those  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.


NOTE  F  -  DEBT  CONVERSIONS

     In July of 1999, the Company borrowed $191,800 under an 8% convertible note
     payable  maturing  July  31,  2001.  The note allowed its holder to convert
     unpaid  principal  and  accrued interest balances into the Company's common
     stock  at  a  20%  discount  from  an  average of closing prices of the ten
     trading  days  preceding  the  conversion.  In  addition,  upon  elected
     conversion,  the  holder  was entitled to receive warrants convertible into
     the  Company's  common  stock  shares. The number of warrant shares will be
     equal  to  the  number  of  shares  the  holder was to receive upon elected
     conversion  of  the  unpaid  principal  and accrued interest. The warrant's
     strike  price  would be equal to the closing price of the underlining stock
     on  the  date  of  grant and the warrant would have a one-year life. In May
     2000, the Company modified terms of the note to allow conversion at a price
     equal  to  a  20%  discount  from  the stock's closing price on the date of
     conversion.  In connection with the note, the Company recorded a beneficial
     conversion  feature  of $47,949 resulting in additional interest expense in
     2000.  The modification of the note had no material effect on the Company's
     financial  statements.


<PAGE>
     On  May  30,  2000,  pursuant  to the Company's offer, the holder converted
     $191,800  in  unpaid  principal and $13,317 in unpaid interest into 100,548
     shares  of  the  Company's  common  stock and a warrant exercisable into an
     additional 100,548 common stock shares. The number of shares was determined
     based  on  the $2.04 per share price, which, on the date of conversion, was
     lower than 20% discount of that day's closing price of $3.98. The warrant's
     strike  price  was  also  set  at  $2.04.  Therefore,  the Company recorded
     additional  interest  expense  of $262,032 representing the sum of the fair
     values of shares and warrants received in excess of the shares and warrants
     to  be  received  under  the  modified  promissory  note  agreement.

     In  March  2000,  the  Company  borrowed  $180,000  under an 8% convertible
     promissory note maturing December 31, 2000. The note's unpaid principal and
     accrued  interest  were  convertible  into  the Company's common stock at a
     price  equal to a 20% discount from the conversion date's closing price. In
     addition,  upon  conversion,  the  holder  was  entitled  to a common stock
     warrant with a strike price equal to the conversion date's closing price of
     the underlying stock. The warrant was exercisable into the Company's common
     stock  shares  equal  to  one  half  of  the  shares  received upon elected
     conversion of the unpaid principal and accrued interest. In connection with
     the  note,  the  Company  recorded a $37,500 beneficial conversion feature,
     which  resulted  in  an  additional  interest  expense.  The  note's unpaid
     principal  and  accrued interest of $180,000 and $3,031, respectively, were
     converted  on  May  31,  2000 into 61,010 common stock shares using a price
     equaling  to  20%  of  $3.75  (closing price on the date of conversion). In
     addition,  the  former  debt  holder received a common stock warrant with a
     $3.75  strike  price  exercisable  into  30,505 shares of common stock that
     expires  on  May  31,  2002.

NOTE  G  -  OTHER  EQUITY  TRANSACTIONS

     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  is 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  the  proper  designation of the preferred
     shares  and  subsequent  conversion  to  common  shares.

     In February 2000, the Company placed in escrow 6,667 common stock shares to
     be  issued to the Company's former director upon the acquisitions discussed
     in  the  note  E,  in  consideration  for future services to be provided in
     connection  with  the  acquisitions.

     In May 2000, the Company issued 20,667 common stock shares to a shareholder
     in  consideration  for public relationship services provided. The estimated
     fair value of the common stock on the date of grant was used to compute the
     related  expense  of  $55,000.

     In  December  2000,  the  Company  issued  194,444 common stock shares to a
     shareholder  for  no  additional  consideration  pursuant  to  an  original
     September  1999  stock  subscription  agreement  with that shareholder that
     required  a  one time issuance of the stock in compensation for significant
     devaluation of the Company's stock during the year ended December 31, 2000.


<PAGE>
NOTE  H  -  RELATED  PARTY  PAYABLE

     The  Company  has an outstanding principal balance of $1,350 as of December
     31,  2000  and 1999, for a related party payable. These were funds borrowed
     from a director. This borrowing bears no interest and is due on demand. Due
     to immateriality of the amount, the Company recorded no imputed interest on
     this  borrowing.


NOTE  I  -  COMMITMENTS  AND  CONTINGENCIES

     1.     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 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  year ended December 31, 2000, the Company entered into various
     license  agreements  with a production studio that expire 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 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  year  ended  December  31,  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.

     2.     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. As no services were performed under the contract,
     the  Company  has  not made any payments nor accrued any liabilities to the
     agent.  Although  no  formal termination notice has been given, the Company
     has  effectively  terminated  this  agreement.


<PAGE>
     3.     Legal
            -----

     The  Company  is  involved  in  a  legal  proceeding with Starbase-1 Coffee
     Company,  Ltd.  (Starbase).  The  Company  and  Starbase are both asserting
     nonperformance  related  to a manufacturing and marketing agreement entered
     into  by  both parties in June 1999. This proceeding is scheduled for trial
     in  June  2001.

     The  Company also became involved in another legal proceeding with a former
     employee who is asserting the Company breached his employment agreement. In
     the opinion of management, based upon advice of legal counsel, the ultimate
     outcomes  of  the  foregoing proceedings will not have a material impact on
     the  Company's  financial  statements.

NOTE  J  -  INCOME  TAXES

     The  Company  records  income taxes using the asset and liability method of
     Statement  of Financial Accounting Standards (SFAS) No. 109, Accounting for
     Income  Taxes.  At  December  31,  2000,  an operating loss carryforward of
     approximately  $1,600,000 expiring from 2009 to 2020 is available to offset
     future  taxable  income.  For  financial  reporting  purposes,  a valuation
     allowance  of  $538,000  has been recorded to offset the deferred tax asset
     related  to  those  carryforwards  and  other net deferred tax assets. This
     represents  an  increase  of  approximately  $285,000  from  the  allowance
     recorded  at  December  31,  1999.

     Deferred  income taxes reflect the net tax effects of temporary differences
     between  the  carrying  amounts  of  assets  and  liabilities for financial
     reporting  purposes  and  the  amounts  used  for  income  tax  purposes.
     Significant  components of the Company's deferred tax assets are as follows
     at  December  31:

                                           2000        1999
                                        ----------  ----------
     Deferred tax assets:
       Net operating loss carryforward  $ 538,000   $ 253,000
       Valuation allowance               (538,000)   (253,000)
                                        ----------  ----------

                                        $       -   $       -
                                        ==========  ==========

     The  income  tax  benefit  reconciled  to the tax computed at the statutory
     federal  rate  were  as  follows  for  the  year  ended  December  31:

                                            2000        1999
                                         ----------  ----------

     Tax benefit at statutory rate       $(463,000)  $(240,000)
     Miscellaneous non-deductible items    178,000           -
     Valuation allowance                   285,000     240,000

                                         $       -   $       -
                                         ==========  ==========

     Internal  Revenue  Code  Section  382  places a limitation on the amount of
     taxable  income  that  can  be  offset  by  carryforwards 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 carryforwards may
     be  limited.


<PAGE>
NOTE  K  -  STOCK  OPTIONS

     In  December  1999, the Company established the 1999 Stock Option Plan (the
     Plan).  The Plan allows the Company to grant options to employees for up to
     140,000  shares  of  common stock (2,100,000 shares prior to adjustment for
     February  2001  reverse  stock split). Option prices are established by the
     Company's  Board  of  Directors  and generally are equal to the fair market
     value  of  the  shares  of the Company's common stock on the date of grant.
     Options  vest immediately and expire five years from the date of the grant.

     The  following  is  a  summary  of  the employee option for the years ended
     December  31,  2000  and  1999:

                                                     Options
                                       ----------------------------------
                                                         Weighted Average
                                            Shares        Exercise Price
                                       -----------------  ---------------

     Outstanding at January 1, 1999                   -   $             -
       Granted                                   63,333   $          7.50
                                       -----------------  ---------------

     Outstanding at December 31, 1999            63,333   $          7.50
       Granted                                  113,333   $          3.06
       Forfeitured                              (43,334)  $          4.57
                                       -----------------  ---------------

     Outstanding at December 31, 2000           133,332   $          4.57
                                       =================  ===============

     Options available for grant                490,001
                                       =================

     The  following  table  summarizes  information about options outstanding at
     October  31,  2000:

                        Options Outstanding             Options Exercisable
                -------------------------------------  ----------------------
                                          Weighted
       Range                  Weighted     Average                  Weighted
        of                    Average     Remaining                  Average
     Exercise     Number      Exercise   Contractual     Number     Exercise
      Prices    Outstanding    Price         Life      Exercisable    Price
     ---------  -----------  ----------  ------------  -----------  ---------

     3.00           86,666  $     3.00  $       4.41       86,666  $    3.00
     7.50           46,666  $     7.50  $       4.00       46,666  $    7.50
                -----------                            -----------
                   133,332                                133,332
                ===========                            ===========

     The  weighted  average  fair  value  of the options granted during the year
     ended  December  31,  2000 was $2.85. No options were granted with a strike
     price  below  the  stock's  market  value  on  the  date  of  grant.

     The  Company  accounts  for its stock-based compensation plan in accordance
     with  Accounting Principle Board (APB) Opinion No. 25, Accounting for Stock
     Issued to Employees, under which no compensation was recognized in 1999 and
     2000  in  connection with options granted to employees. The Company adopted
     SFAS  No.  123,  Accounting  for  Stock-Based  Compensation, for disclosure
     purposes.  In  accordance with the disclosure requirements of SFAS No. 123,
     the  Company  is  required to calculate and present the pro forma effect of


<PAGE>
     all  awards granted. For disclosure purposes, the fair value of each option
     granted to an employee has been estimated as of the date of grant using the
     Black-Scholes  option  pricing  model  with  the  following  assumptions:
     risk-free  interest  rate  of 6%, dividend yield of 0%, volatility of 195%,
     and  expected  life  of five years. Based on the computed option values and
     the  number  of the options issued, had the Company recognized compensation
     expense,  the  following  would  have  been its effect on the Company's net
     loss.

                         Year ended           Year ended
                      December 31, 2000    December 31, 1999
                     -------------------  -------------------
     Net loss
       As reported   $        1,361,851   $          705,213
       Pro forma     $        1,608,849   $          738,520

     Loss per share
       As reported   $            (1.62)  $            (1.13)
       Pro forma     $            (1.92)  $            (1.18)

     In addition to options granted to employees, during the year ended December
     31,  1999,  the  Company  issued  17,333 (as adjusted for split) options to
     outside  consultants.  The  options  were  issued  to satisfy the Company's
     obligations  for  prior  services  performed.  The  options  were valued in
     accordance  with  SFAS  No.  123  based  on  the fair value of the services
     performed.  For some of these options, the fair value of the options issued
     was  used instead if it was more reliably measurable than the fair value of
     the  services contributed. The options were cancelled during the year ended
     December  31,  2000  due  to  non-performance  by  grantees.


NOTE  L  -  FOURTH  QUARTER  ADJUSTMENTS

     As  a  result  of the December 31, 2000 audit, the Company recorded several
     year-end  adjustments  applicable  to  in  the quarter ended June 30, 2000.
     These adjustments include the $206,000 Tempus acquisition expense (see note
     D),  a  $120,000  royalty  expense for a terminated license agreements (see
     note I), $85,449 in interest expense and additional paid-in capital related
     to  beneficial  conversion  features (see note F), and $262,032 in interest
     expense  and  additional  paid-in  capital  in  connection  with  induced
     conversion  discussed in the note F. Had those adjustments been recorded in
     that  quarter,  the  total net loss for the three months and the six months
     ended  June  30,  2000 would have been $753,361 and $913,069, respectively,
     instead of the reported $79,880 and $239,588, respectively. This would have
     resulted  in  a  net loss per share of $1.05 and $1.20 instead of $0.15 and
     $0.30,  for  the three and six months ended June 30, 2000, respectively, as
     adjusted  for  February  22,  2001  reverse  stock  split.


<PAGE>