Advant E Corp – ‘10SB12G/A’ on 10/13/00

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Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Advant-E Amendment                                    68±   280K 

Document Table of Contents

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

   AMENDMENT NO. 2
  TO
  FORM 10-SB

    GENERAL FORM FOR REGISTRATION OF SECURITIES OF
    SMALL BUSINESS ISSUERS
   Under Section 12(b) OR 12(g) of The Securities Exchange Act of 1934

  ADVANT-E CORPORATION
  (Name of Small Business Issuer in its Charter)

                                                                [Download Table]
                                                                                
          DELAWARE                                             88-0339012       
------------------------------                           -----------------------
State or Other Jurisdiction of                           (I.R.S. Employer       
Incorporation or Organization                            Identification No.)    

1619 Mardon Dr., Dayton, Ohio                                45432          
----------------------------------------                       ---------        
(Address of Principal Executive Offices)                       (Zip Code)       

Issuer's telephone number:  (937) 429-4288                                      

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

 Title of Each Class                      Name of Each Exchange on Which
 To be so Registered                      Each Class is to be Registered

  -------------------                      -------------------------------

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

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

THIS AMENDMENT IS FILED TO UPDATE FINANCIAL STATEMENTS          
AND TO REFLECT THE COMPANY'S NAME CHANGE FROM           
TWILIGHT PRODUCTIONS LTD. TO ADVANT-E CORPORATION           

TABLE OF CONTENTS   

Forward Looking Statements                                                      

PART I    

Item 1.  Description of Business                                                

Item 2.  Management Discussion and Analysis or Plan of Operation                

Item 3.  Description of Properties                                              

Item 4.  Security Ownership of Certain Beneficial Owners and Management         

Item 5.  Directors and Executive Officers                                       

Item 6.  Executive Compensation                                                 

Item 7.  Certain Relationships and Related Transactions                         

Item 8.  Description of Securities                                              

PART II     

Item 1.  Market Price of and Dividends on the Common Equity and Related         
Stockholder Matters                                           

Item 2.  Legal Proceedings                                                      

Item 3.  Changes In and Disagreements with Accountants                          

Item 4.  Recent Sales of Unregistered Securities                                

Item 5.  Indemnification of Directors and Officers                              

PART F/S    

Item 1.  Financial Statements                                                   

PART III    

Index to Exhibits                                                               

SIGNATURES    

FORWARD LOOKING STATEMENTS  

This Form 10-SB contains forward-looking statements, including statements       
regarding the expectations of future operations.  For this purpose, any         
statements contained in this Form 10-SB that are not statements of historical   
fact may be deemed to be forward-looking statements.  Without limiting the      
foregoing, words such as "may," "will," "expect," "believe," "anticipate,"      
"estimate," or "continue" or comparable terminology are intended to identify    
forward-looking statements.  These statements by their nature involve           
substantial risks and uncertainties, and actual results may differ materially   
depending on a variety of factors, many of which are not within the Company's   
control.  These factors include, but are not limited to, economic conditions    
generally and in the industries in which the Company may participate,           
competition within chosen industry, including competition from much larger      
competitors, technological advances, and the failure to successfully develop    
business relationships.  In light of these risks and uncertainties, you are     
cautioned not to place undue reliance on these forward looking statements.      
The Company acknowledges that the safe harbor contained in the Litigation       
Reform Act of 1995 is not applicable to the disclosure in this Form 10-SB.      

PART I    

ITEM 1.  DESCRIPTION OF BUSINESS                                                

BUSINESS HISTORY                                                                

Twilight Products, LTD., ("Twilight") was incorporated in the State of          
Delaware on March 9, 1994.  Twilight was engaged in the business of producing   
high-quality, low budget, feature-length motion pictures.  Since Twilight's     
inception, two films have been produced but not sold as of May 1, 2000.         
During fiscal year 1999, Twilight wrote down the value of both films to zero.   

On April 10, 2000, Twilight acquired all of the issued and outstanding shares   
of EDICT Systems, Inc. ("Edict" or the "Company"), a company incorporated in    
September of 1994 and organized under the laws of the state of Ohio pursuant    
to the terms of an Agreement and Plan of Merger dated April 10, 2000 (the       
"Merger Agreement") by and among the Company, Twilight and Twilight             
Acquisition Sub, Inc., an Ohio corporation and a wholly-owned subsidiary of     
Twilight ("Sub").  In accordance with the terms of the Merger Agreement, Sub    
was merged into Edict (the "Merger") and the Shareholders of Edict were issued  
4,359,000 shares of Twilight's common stock, par value $.001 per share          
("Common Stock").  As a result of the Merger, Edict became a wholly-owned       
subsidiary of Twilight.  In addition, the directors and officers of Edict       
became the directors and officers of Twilight.                                  

Immediately following the Merger, the Shareholders of Edict owned               
approximately 81% of the issued and outstanding Common Stock of Twilight.       

Immediately thereafter, the two films that were developed by Twilight were      
transferred to Chaverim Productions, Ltd., a Delaware corporation, an entity    
owned by the former officers and directors of Twilight, in exchange for         
Twilight's release from any and all obligations and liabilities arising from    
the production of the films, leaving the sole business of Twilight consisting   
of the business of Edict.                                                       

Also on April 10, 2000, Twilight entered into a stock purchase agreement (the   
"Stock Purchase Agreement") with Halter Financial Group, Inc., a Texas          
corporation ("HFG") and Art Howard Beroff ("Beroff"), a former director and     
officer of Twilight prior to the Merger.  This Stock Purchase Agreement was a   
requirement made by Edict in order to consummate the Merger.  Under the         
terms of the Stock Purchase Agreement, HFG and Beroff, or their designees, are  
obligated to purchase 141,500 shares of Common Stock each for a purchase price  
of $150,000 within 90 days of the effective date of the Merger.  The date of    
purchase has been delayed by agreement of the parties and shall occur within 5  
days after the filing of this Form 10SB.  The Stock Purchase Agreement          
obligates Twilight to issue 283,000 shares of Common Stock for an aggregate     
consideration of $300,000 (approximately $1.06 per share).  At the time of      
execution of the Stock Purchase Agreement, shares of Common Stock were trading  
at approximately $1.06 per share.  This offering was made pursuant to Section   
4(2) of the Securities Act of 1933.                                             

OVERVIEW/BACKGROUND                                                             

The Company is a provider of business-to-business ("B2B") electronic commerce   
("e-commerce") products and services, offering comprehensive, standards-based   
and proprietary solutions for businesses of all sizes. The Company develops,    
markets, and supports B2B e-commerce software products and provides Internet-   
based communication and e-commerce data processing services that help           
businesses process transactions required in the electronic procurement of       
goods and services and other B2B relationships.                                 

The Company's software products enable businesses to engage in e-commerce with  
one another by allowing companies to fully integrate e-commerce data into       
their business infrastructure and operations as well as allowing smaller        
companies the ability to manually process electronic transactions.              

As of December 31, 1999, the Company had over 800 companies using its           
FORMULA_ONE EDI translation software which allows companies to transmit,        
receive, manage, and process Electronic Data Interchange ("EDI") transactions   
for integration into legacy systems or for stand-alone processing via printed   
output and entry screens for data generation.                                   

In addition, the Company has over 200 companies using its bar code label        
modules ("BCLM") to produce shipping container labels.  The BCLM modules        
integrate with the Company's FORMULA_ONE software and utilize data received     
from business partners for the rapid creation of shipping labels.               

In 1999, the Company developed its EnterpriseEC service as an alternative to    
EDI software and to private network services that are currently provided by     
traditional value added networks ("VANs") offering their services primarily     
using dedicated telecommunications links.                                       

EnterpriseEC transmits and receives electronic documents, such as purchase      
orders, invoices, promotional information, and other documents over the         
Internet.  EnterpriseEC also allows customers to transmit and receive data      
directly using other communications protocols.  In addition, EnterpriseEC       
communicates with traditional VANs via an interconnect with AT&T Easylink       
Services which allows EnterpriseEC to support its customers even if their       
trading partner uses a traditional VAN.                                         

EnterpriseEC allows companies to utilize their current EDI software (including  
FORMULA_ONE) to process electronic documents, but uses the Internet (via        
EnterpriseEC) for communication of the electronic documents to reduce the       
costs associated with traditional VANs.                                         

EnterpriseEC also provides value-added services such as conversion of data      
from one format to another.  This is known as server-side data translation.     

EnterpriseEC also allows companies to utilize a web-based, generic portal       
("www.EZEC.com" and "www.EasyEC.com") to access documents stored on             
EnterpriseEC via commonly available web browsers for processing which           
eliminates the need for EDI software in many cases.                             

In addition to generic access and processing of documents via the EnterpriseEC  
generic portal, the Company creates vertical industry portals ("Vortals")       
which target specific industries and allows for the addition of value added     
services to these vertical communities.                                         

In October, 1999, the Company activated its EnterpriseEC Internet-based value-  
added network, utilizing a direct connect method (not Internet or VAN           
interconnection) with The Kroger Company, a major grocery industry retailer.    

Also in October, 1999, the Company activated www.GroceryEC.com, its first       
Vortal to allow vendors and brokers of Kroger to receive, process, create, and  
transmit electronic documents to and from Kroger.                               

As of June, 2000, the Company added support for eight additional grocery        
retailers, two connecting directly with EnterpriseEC and seven communicating    
with EnterpriseEC via traditional VANs.  Also as of June, 2000, development     
was underway to add support for nine additional grocery retailers with the      
goal of supporting 50 grocery industry retailers' e-commerce capabilities by    
December, 2000.                                                                 

As of June, 2000, there were approximately 450 vendors/brokers in production    
on www.GroceryEC.com, to support the e-commerce initiatives of the grocery      
retailers which were supported on EnterpriseEC.                                 

The Company has also reserved additional Vortal Internet domains and intends    
to add additional domains when necessary.  Currently reserved domains are:      

RetailEC.com                                                          
HealthcareEC.com                                                      
PetroleumEC.com                                                       
MfgEC.com                                                             
HighTechEC.com                                                        
AutomotiveEC.com                                                      
LogisticsEC.com                                                       
DrugStoreEC.com                                                       

The Company markets EnterpriseEC and Vortals utilizing its "Hub and Spoke"      
marketing program whereby large "hub" companies get reduced prices or free      
access to EnterpriseEC while their trading partners, "spokes", pay transaction  
fees to access to the system.                                                   

PRODUCT BREAKDOWN - SOFTWARE AND SERVICES                                       

FORMULA_ONE - PC-based software for transmitting, receiving, administrating,    
and processing EDI documents.  FORMULA_ONE communicates with all traditional    
VANs as well as EnterpriseEC via secure File Transfer Protocol ("FTP").         
FORMULA_ONE supports both integration with customers current legacy systems as  
well as stand-alone processing via printed output and entry screens for         
creating electronic documents.                                                  

BCLM - Bar Code Label Modules provide an add-on to FORMULA_ONE for the          
creation of bar coded shipping container labels.                                

EnterpriseEC  - An Internet-based e-commerce network providing similar          
functionality as traditional VANs, but at reduced prices due to using the       
Internet as a communications infrastructure.  EnterpriseEC also includes        
network level translation of data from one format to another (standards based   
data to proprietary, etc.).                                                     

EZEC.com and EasyEC.com - A generic, web-based document processing system       
similar to the Vortals but not focused on any vertical industry.                

Vertical Industry Portals - Vortals - Web sites designed to allow participants  
in a vertical industry the ability to process and create electronic documents   
on EnterpriseEC via a web browser.  Additional industry-specific value added    
features can be added to a Vortal.                                              

THE MARKET                                                                      

Business-to-business e-commerce involves the automation of business processes   
and transactions through the use of computers and telecommunications to         
exchange and electronically process commercial information and transactions     
between businesses. In the 1980's, the predominant technology for B2B e-        
commerce was Electronic Data Interchange ("EDI") which involves the use of      
industry standards to conduct the exchange of business documents                
electronically.  The transactions were communicated between businesses over     
private communication networks, known as VANs, which provided security,         
administration of trading partnerships, auditing, and delivery of electronic    
transactions. In the 1990's, the Internet, because of its wider acceptance      
among businesses, became a viable option for conducting e-commerce instead of   
using private networks.  This development greatly increased the opportunity or  
more businesses to participate in e-commerce due primarily to a perception of   
lower cost associated with using the Internet.                                  

The advantages of B2B e-commerce typically include elimination of redundant     
data entry, a reduction in administration associated with processing paper      
documents, a reduction in lead-time necessary to process documents, the         
ability to reduce inventory based on "just in time" philosophies, and           
increased data accuracy.  The use of data standards for e-commerce is           
important for companies with disparate computer systems to communicate          
business documents electronically in an effective manner.                       

As larger companies seek to garner the maximum return on their ability to do    
e-commerce, many of their smaller trading partners will require applications    
to manually process and generate electronic documents externally from their     
business systems until such a time that the volume of e-commerce transactions   
warrant the necessary investment to integrate the e-commerce data into their    
legacy systems.  These smaller companies utilize PC-based software or web-      
based "portals" for processing and creating e-commerce documents to support     
their business partners.                                                        

STRATEGY                                                                        

The Company plans to become a leading provider of B2B e-commerce software and   
solutions by providing software products and services to the B2B marketplace    
for the broadest possible distribution.  By focusing on vertical markets        
within the B2B marketplace along with providing horizontal market solutions,    
the Company intends to provide solutions to a broad potential customer base.    

There are two major components to conducting B2B e-commerce - communications    
and data processing.                                                            

In support of the first major component - communications, the Company has       
developed its EnterpriseEC product which is an Internet-based e-commerce        
network providing similar functionality as traditional VANs, but at reduced     
prices due to using the Internet as a communications infrastructure instead of  
creating and maintaining a private network.  EnterpriseEC can be used by        
companies that currently have e-commerce software in place, but are using       
traditional VANs by using secure file transfer protocol ("FTP") or by using a   
free secure FTP software product provided by the Company.                       

In addition, EnterpriseEC communicates with traditional VANs via an             
interconnect with AT&T Easylink Services which allows EnterpriseEC to support   
its customers even if their trading partner uses a traditional VAN.             
EnterpriseEC also allows customers to transmit and receive data directly to     
the Company's data center using other communications protocols, such as         
asynchronous or bisynchronous protocols, bypassing the Internet altogether.     
This is provided for those customers that have concerns about the Internet      
being used for B2B e-commerce due to security or availability concerns.         

In support of the second major component of B2B e-commerce - data processing,   
the Company has developed both PC-based software and web-based solutions.  The  
processing of e-commerce data falls into two general categories - those that    
are integrating the e-commerce data into their in-house legacy business         
systems and those that process and generate electronic documents manually (not  
integrated).                                                                    

For companies that want to integrate e-commerce data into their in-house        
legacy business systems, the Company offers its FORMULA_ONE EDI translation     
software.  This software provides connectivity to most private VANs as well as  
EnterpriseEC.  Once data is received into FORMULA_ONE, it can be translated     
into any customer requested format using reformat programs that are custom      
developed by the Company with the reformatted data being exported to in-house   
legacy systems for integration.                                                 

In addition to using FORMULA_ONE for integration, EnterpriseEC has the ability  
to reformat data prior to transmission to the customer for integration          
purposes using custom developed applications, which are hosted on the           
EnterpriseEC computer systems.                                                  

For companies that want a stand-alone solution which produces readable          
documents of incoming e-commerce data and generates outgoing e-commerce         
documents by using data entry screens, the Company has several solutions.  In   
addition to assisting companies with integration, FORMULA_ONE also has stand-   
alone capabilities whereby incoming data is printed in a readable format and    
data entry screens are available for generating outgoing documents.  In many    
cases, the outgoing documents are created from incoming data using a "document  
turnaround" feature within FORMULA_ONE.  This feature allows a customer to      
load an incoming document (such as a purchase order) into a data entry screen   
for faster generation of an outgoing document (such as an invoice).  This       
"turnaround" feature can be used whenever an outgoing document contains much    
of the information contained in an associated incoming document.                

The Company has also produced a web-based solution for processing e-commerce    
data in a stand-alone environment.  By generating hypertext markup language     
("HTML") based readable reports of incoming electronic documents, and           
utilizing Java applets and/or HTML based entry screens for creating outgoing    
electronic documents, the Company has created an alternative to traditional     
e-commerce software and network services.  The Company provides these web-based 
solutions via a generic portal on EnterpriseEC or via Vortals that target       
specific industry segments.                                                     

The Company intends to utilize its many years of experience in the e-commerce   
industry to market EnterpriseEC horizontally to companies currently doing e-    
commerce as well as companies who will be conducting e-commerce in the future.  
Because EnterpriseEC is not industry specific and utilizes both standards-      
based e-commerce data formats as well as proprietary formats, any company       
doing e-commerce is a potential customer of EnterpriseEC.                       

The Company intends to leverage its current FORMULA_ONE customer base to        
increase connectivity opportunities with EnterpriseEC as most of the            
FORMULA_ONE customers are currently using commercial VANs.  The Company has     
developed a secure FTP software program that integrates with FORMULA_ONE        
providing connectivity to its EnterpriseEC service.  Due to the cost savings    
associated with Enterprise versus traditional VANs, the Company expects many    
of its FORMULA_ONE customers to switch.                                         

The Company also intends to provide web-based solutions for stand-alone B2B     
customers via its generic portal (EZEC.com and EasyEC.com) on EnterpriseEC as   
well as its Vortals.  The Company plans on leveraging the Vortals and           
targeting specific industries, adding value to the service provided by the      
Vortals that focuses on the needs of the vertical market.                       

The Company's www.GroceryEC.com Vortal is currently a leading provider of web-  
based B2B e-commerce in the grocery industry and supports the e-commerce        
initiatives of nine grocery retailers.  The Company hopes to support the        
vendors and brokers of 50 grocery retailers by the end of the year 2000.        

The Company plans to duplicate the process of providing broad vertical          
industry support via additional Vortals.                                        

The Company has also initiated a Hub and Spoke marketing program whereby large  
companies that have a need to conduct e-commerce with a broad business partner  
base can leverage the capabilities of EnterpriseEC at little or no cost,        
provided they meet certain criteria.  These criteria consists of:               

A.   A minimum of 100 potential business partners not currently doing           
e-commerce with them;                                                 
B.   A mandate to these business partners to conduct e-commerce combined with   
 a penalty for non-compliance (such as an assessment or handling fee for
   processing paper-based documents) or an incentive for compliance (such as
better payment terms);                                                
C.   The Hub must provide a list of targeted business partners to the Company;  
and                                                                   
D.   The Hub must make their business partners aware that EnterpriseEC or one   
of its "Vortals" are available to satisfy the mandate.                

No sole endorsement of the Company's products are necessary by the Hub company  
to gain the benefits of the Hub and Spoke marketing program.                    

Management believes that the products and services offered by the Company,      
combined with the Hub & Spoke marketing program, offer a unique service in the  
B2B electronic commerce industry by combining the provision of network          
services to large companies at significantly reduced cost with web-based        
document processing capabilities for their trading partners which allows the    
large company to get 100% participation from their potential trading partners.  
This approach offers an excellent opportunity for Company growth.               

COMPETITION                                                                     

The B2B e-commerce market is highly competitive. Numerous companies supply B2B  
e-commerce software products, private network services, Internet VAN services,  
and Vortal capabilities.  Many of the Company's competitors have significantly  
greater financial and personnel resources than the Company, due in part either  
to their revenue and profitability, or their market capitalization. The         
Company's competitors range from small companies with limited resources to      
large companies with substantially greater financial and marketing resources    
than the Company.  The Company believes that existing competitors who compete   
with the Company in one segment of the market are likely to expand the range    
of their e-commerce services to include other market segments the Company has   
targeted or will target.  In addition, the barrier to entry into the Company's  
markets is not large so it is likely that new competitors will enter the        
Company's markets on an ongoing basis.  Also, large telecommunication, media,   
and software companies may offer services in direct competition to the          
Company.  The Company believes the principal competitive factors in the         
commercial B2B e-commerce industry include responsiveness to customer needs,    
efficiency in the delivery of solutions, ease of product use, quality of        
service, price and value. The Company believes it competes favorably with       
regard to those factors.                                                        

INTELLECTUAL AND PROPRIETARY RIGHTS                                             

The Company regards portions of its software products and other designs         
including its web site designs, as proprietary and will attempt to protect      
them by all available means including trade secret laws, employee and third-    
party nondisclosure agreements, and built-in software protections.              

Although the Company believes that its current technology and designs have      
been independently developed, there can be no assurance that the technology     
does not or will not infringe on the rights of others.  The Company has no      
patents or registered copyrights pertaining to its products, and it may be      
possible for unauthorized third parties to copy certain portions of the         
Company's products or to "reverse engineer" or otherwise obtain and use, to     
the Company's detriment, information that the Company regards as proprietary.   
Moreover, the laws of some countries do not offer the same protection to the    
Company's proprietary rights as do those of the United States and Canada.       
There can be no assurance that legal protections relied upon by the Company to  
protect its proprietary position will be adequate or that the Company's         
competitors will not independently develop technologies that are substantially  
equivalent or superior to those utilized by the Company.  It is the intention   
of the Company to apply for patent protection of any processes or business      
methods determined to be patentable and in the best interest of the Company to  
do so.                                                                          

The Company owns United States trademark rights to "EnterpriseEC" and           
"FORMULA_ONE".  Other trademarks may be acquired by the Company if and when     
management determines that it is in the best interest of the Company to do so.  

THIRD PARTY TECHNOLOGY                                                          

The Company incorporates in its products certain software licensed to it by     
other software developers.  These include software components and objects       
licensed from various vendors.  The Company also relies on licensed software    
development tools, database software, and server software from third party      
providers for the development and operation of its products.                    

If the Company was deprived of the right to use software incorporated in its    
products for any reason, or if the tools utilized in the development of its     
products were discontinued or the capabilities contained in future releases     
were not up to the standards set by the Company, there could be serious         
disruption to its business.                                                     

YEAR 2000 READINESS                                                             

The Year 2000 issue relates to the ability of a computer system to properly     
process data after January 1, 2000.  Company efforts were spent to ensure that  
its computer products were "Year 2000 Ready," as defined, and that its          
internal core information technology (IT) and non-IT systems were Year 2000     
Ready.  The Company believes it successfully implemented its Year 2000          
program, as evidenced by the continued successful operation of its computer     
products and core internal IT and non-IT systems.  The Company has not          
encountered any significant problems with its third-party customers, financial  
institutions, vendors and others with whom it conducts business.  The Company   
will continue to monitor its product performance and core IT and non-IT         
systems throughout 2000 to ensure ongoing performance.  While there can be no   
assurance that no Year 2000 related issues will arise, as of June 30, 2000,     
the Company believes, based on information currently available, that Year 2000- 
related events are not likely to have a material effect on its results of       
operation, financial condition or liquidity.                                    

EMPLOYEES                                                                       

The Company believes its success depends to a significant extent on its         
ability to attract, motivate and retain highly skilled vision-oriented          
management and employees.  To this end, the Company intends to focus on         
incentive programs for its employees and, will endeavor to create a corporate   
culture which is challenging, rewarding and enhances the employees career       
development.  As of June, 2000, the Company had 22 full-time and two part-time  
employees.  Sixteen employees are technical personnel engaged in developing,    
maintaining or providing technical support for the Company's products and       
services, four employees are marketing and sales personnel, and four are        
involved in administration and finance.                                         

RESEARCH AND DEVELOPMENT                                                        

The Company conducts research and development on two levels on a continuing     
basis.  First, the Company continually studies the business processes in the    
B2B industry, as well as the vertical industries it targets.  A pivotal part    
of the success of the Company's products is in understanding the exact needs    
of its customers, and applying that knowledge to its products and services.     

Second, core technology research, development and engineering is conducted on   
a continual basis.  New technologies associated with the Internet and           
standards for conducting e-commerce (such as extensible markup language or      
"XML") and the commercial product development software that support it are      
continually being researched and incorporated into the Company's products when  
deemed necessary.                                                               

GOVERNMENT REGULATION                                                           

Based upon its experience and knowledge of the industry, the Company believes   
that its products comply substantially with applicable regulations in the       
markets which the Company has targeted, however, there can be no assurances     
that the future regulations or laws will not be adopted which would have an     
adverse effect on the Company.  The Company cannot predict the extent or        
impact of future legislation or regulation by federal, state or local           
authorities.                                                                    

RECENT PRIVATE OFFERINGS                                                        

On April 10, 2000, the Company entered into the Stock Purchase Agreement with   
HFG and Beroff.  This Stock Purchase Agreement was a requirement by Edict in    
order to consummate the merger with Twilight.  The Stock Purchase Agreement     
requires HFG and Beroff, or their designees, to purchase 141,500 shares of      
Common Stock each for a purchase price of $150,000 within 90 days of the        
effective date of the Merger.  The date of purchase has been delayed by         
agreement of the parties and shall occur within 5 days after the filing of      
this Form 10SB.  The Stock Purchase Agreement will require that the Twilight    
issue 283,000 shares of Common Stock for an aggregate consideration of          
$300,000 (approximately $1.06 per share).  At the time of execution of the      
Stock Purchase Agreement, shares of Common Stock were trading at approximately  
$1.06 per share.  This offering was made pursuant to Section 4(2) under the     
Securities Act of 1933.                                                         

RISK RACTORS                                                                    

An investment in Common Stock is very risky. Investors should carefully         
consider the following risk factors in addition to the other available          
information about the Company before purchasing Common Stock.  Each of the      
following risks could have a material adverse effect on the business,           
financial condition or operating results of the Company.  In such a case, the   
trading price of Common Stock would probably decline, and investors may lose    
all or part of their investment.                                                

THE COMPANY'S LIMITED OPERATING EXPERIENCE MAY CAUSE IT TO MISJUDGE ITS         
MARKETS OR NEEDS                                                                

Although the Company has been providing software and solutions for the e-       
commerce market since 1990, its involvement in Internet-based products and      
services has been a much more recent development.  Its initial Internet         
product has been in operation for approximately six months. Accordingly, the    
Company has an extremely limited operating history in this environment. An      
investor in Common Stock must consider the risks, uncertainties, expenses and   
difficulties frequently encountered by companies in their early stages of       
development.                                                                    

THE COMPANY MAY BE UNABLE TO IMPLEMENT ITS BUSINESS STRATEGY                    

Although the Company believes its strategy can be successful, there are many    
reasons why it may be unable to implement it, including the Company's           
inability to:                                                                   

1.   deploy EnterpriseEC and its Vortals on a large scale due to software       
development or other problems;                                        
2.   attract a sufficiently large audience of users to its Internet-based e-    
commerce network and Vortals;                                         
3.   increase awareness of its brand;                                           
4.   strengthen customer loyalty;                                               
5.   continue to develop and improve its products;                              
6.   continue to develop and upgrade its technology; and                        
7.   attract, retain and motivate qualified personnel.                          

THE COMPANY HAS A RECENT HISTORY OF OPERATING LOSSES AND ANTICIPATES IT WILL    
INCUR CONTINUED LOSSES FOR THE FORESEEABLE FUTURE                               

As the Company moves from software-only products to providing products and      
services over the Internet, it has experienced increasing operating losses.     
In the 1999 fiscal year, the Company experienced a net loss of $46,692 on       
revenues of $824,443.  The Company anticipates that operating losses will       
continue for the foreseeable future and may be much larger due to the           
investment of capital resources in EntepriseEC and Vortal products.  Also, as   
more companies move from software to Internet solutions, the Company has        
experienced declining revenues for its FORMULA_ONE software product and         
expects this decline to continue for the foreseeable future.  The Company's     
future profitability depends, in part, on:                                      

1.   the success of its product development efforts;                            
2.   the acceptance of its business model by targeted customers; and            
3.   its sales and marketing activities.                                        

The success of the Company's business model depends upon potential customers    
being attracted to and using its Internet-based B2B e-commerce products and     
services.  This business model is not yet proven, and the Company cannot        
assure that it will ever achieve or sustain profitability or that its           
operating losses will not increase in the future.                               

THE COMPANY'S REVENUES COULD DECREASE AS IT TRANSITIONS FROM ITS HISTORICAL     
SOFTWARE BUSINESS MODEL TO A TRANSACTION-BASED BUSINESS MODEL                   

The Company is currently transitioning its business model to focus on           
providing customers with the ability to process their e-commerce documents via  
the Internet for fees based on the number and/or size of the transactions.      
The Company expects that this model will provide an increase in recurring       
revenues, but may also result in a decrease in up-front licensing and sales     
revenue the Company receives from its software products which would have        
normally been offered to potential customers.                                   

Under the new model, the Company provides transaction services which involves   
customers paying for transactions that they process.  The Company believes      
that this service will allow its customers to receive, transmit, and process    
e-commerce documents without having to bear significant up-front software and   
on-going VAN expenditures. Any failure in the Company's ability to implement    
and grow its Internet-based services could have a material adverse affect on    
the Company's business and financial results.  In addition, the Company's       
business and financial results could also suffer if revenue from increased      
volume experienced by existing and new customers does not make up for the       
loss in revenue from the decrease in the per-customer amount of up-front        
licensing fees and other charges for its software products.                     

THE COMPANY'S OPERATING RESULTS COULD FLUCTUATE, CAUSING ITS STOCK PRICE TO     
FALL                                                                            

Due to the volatile nature of "Internet Stocks" and particularly "over the      
counter" or "bulletin board" stocks, the Company's stock price could be         
adversely affected based on fluctuations in its operating results.              

THE COMPANY MAY BE UNSUCESSFUL AT MANAGING ITS GROWTH                           
The Company believes its business model has the potential for rapid growth.     
This growth could place a significant strain on management and operations,      
including sales, marketing, customer support, research and development,         
finance and administrative operations.  Achieving and maintaining profitability 
during a period of expansion will depend, among other things, on the Company's  
ability to successfully expand its products, services and markets and to        
manage its operations effectively. Difficulties in managing growth, including   
difficulties in obtaining and retaining talented management and product         
development personnel could have a material adverse affect on the Company's     
business and financial results.                                                 

THE COMPANY HAS RECENTLY INTRODUCED SEVERAL NEW PRODUCTS, AND MARKET            
ACCEPTANCE OF THESE PRODUCTS IS CRITICAL TO THE COMPANY'S SUCCESS               

The Company recently introduced its EnterpriseEC and www.GroceryEC.com          
products.  As of June, 2000 approximately 450 customers were utilizing these    
products. Broad and timely acceptance of the Company's recently-introduced      
products, which is critical to its future success, is subject to a number of    
significant risks. These risks include:                                         

1.   the ability to successfully market and sell these products;                
2.   the product's ability to support large numbers of customers;               
3.   the need to enhance the features and services of the                       
Company's products; and                                               
4.   the need to significantly expand internal resources to                     
support planned growth of these products.                             

Although the Company expects to derive a significant portion of its long-term   
future revenue from its recently introduced products, it has not yet finalized  
its pricing and revenue models for these products.  If these products do not    
achieve the level of market acceptance anticipated, the Company's business and  
financial results would suffer.                                                 

SYSTEM ENHANCEMENTS, UPGRADES AND OTHER FACTORS COULD CAUSE SERVICE             
DISRUPTIONS OF INTERNET-BASED PRODUCTS                                          

As the Company enhances and upgrades its Internet-based products, customers     
could suffer temporary service interruptions.  Other factors, such as           
unauthorized intervention and access into the Company's servers may also cause  
system delays or denials of service. The Company has and will continue to take  
steps to ensure that such disruptions do not occur, and that any disruptions    
that do occur are insignificant.  However, any problems not resolved in a       
timely manner could negatively affect the Company's business and financial      
results.                                                                        

IF THE COMPANY ACQUIRES OTHER COMPANIES, IT MAY NOT BE ABLE TO EFFECTIVELY      
INTEGRATE THEM                                                                  

Currently, there are no plans to acquire any other companies, but it may be     
deemed advantageous to the Company's growth to do so.  If the Company is        
unable to effectively integrate any acquired company, the results could         
negatively affect the Company's business and financial results.                 

THE COMPANY'S CAPITAL RESOURCES MAY BE INSUFFICIENT TO FUND IMPLEMENTATION OF   
ITS PRODUCTS, SERVICES AND MARKETING ITS ADVANTAGES TO POTENTIAL USERS          

Substantial funds are required to complete the Company's planned product        
development efforts and expand its sales and marketing activities.  The         
Company expects that existing capital resources along with cash flows           
generated from its current activities will be adequate to fund its operations   
through the year 2000, but the Company cannot guarantee that this will be the   
case. The Company's future capital requirements and the adequacy of             
available funds will depend on numerous factors, including:                     

1.   the successful marketing of existing products;                             
2.   progress in product development efforts to enhance and generate new        
products and vertical industry support; and the                       
growth and success of effective sales and marketing activities.       

If funds generated from the Company's operations, together with its existing    
capital are insufficient to meet current or planned operating requirements,     
the Company will have to obtain additional funds through equity or debt         
financing, strategic alliances with corporate partners, or through other        
sources.  The Company does not have any committed sources of additional         
financing, and it cannot provide assurance that additional funding, if          
necessary, will be available on acceptable terms, if at all.  If adequate       
funds are not available, the Company may have to delay, scale-back or           
eliminate certain aspects of its operations or attempt to obtain funds through  
arrangements with collaborative partners or others.  This may result in the     
Company relinquishing its rights to certain of its technologies, products or    
potential markets. Therefore, the inability to obtain adequate funds could      
have a material adverse impact on its business, financial condition and         
results of operations.                                                          

PRODUCTS MAY NOT BE ACCEPTED BY THE MARKET                                      

To date, the Company has experienced success on a limited basis for its         
FORMULA_ONE, BCLM, EntepriseEC, and Vortal products.                            

The FORMULA_ONE product, although initially available as a DOS program in 1992  
and later available to segments of its customer base in Microsoft Windows, has  
had limited success.  This is primarily due to the Company's lack of sales and  
marketing efforts and the Company being under-capitalized.                      

The BCLM products have had limited success due to the fact that they require,   
in most cases, FORMULA_ONE being used.                                          

The EnterpriseEC and the Company's first Vortal, www.GroceryEC.com, products    
have only been available since October, 1999 and have experienced a moderate    
level of success.                                                               

LIMITED SALES AND MARKETING EXPERIENCE                                          

A major thrust of the Company's strategy is to make potential customers aware   
of its products, their features and benefits.  This will require sales and      
marketing expertise.  However, the Company's current sales and marketing staff  
is small compared to competitors and some have limited sales and marketing      
experience. Although the Company intends to identify and recruit employees      
with sales and marketing experience, it may be unable to do so and may          
therefore be unable to successfully establish and maintain a significant sales  
and marketing organization.                                                     

THE COMPANY'S ABILITY TO RECRUIT AND RETAIN SKILLED EMPLOYEES                   

The Company is substantially dependent on the continued services and            
performance of its president and other key employees.  In addition, the         
Company believes it will need to expand significantly its product development,  
marketing and customer service staffs. Competition for employees in the         
Company's industry is intense.  If the Company is unable to attract,            
assimilate and retain highly qualified employees, management may not be able    
to effectively manage the business, explore opportunities and respond to        
competitive challenges, and the Company's business and financial results will   
suffer.  Many competitors may be able to offer more lucrative compensation      
packages which include stock options and other stock-based compensation and     
higher-profile employment opportunities.                                        

INABILITY TO COMPETE SUCCESSFULLY AGAINST COMPANIES OFFERING SIMILAR            
FUNCTIONS                                                                       

A large number of companies compete with us for customers, e-commerce           
transactions and other sources of on-line revenue.  The number of companies     
offering B2B e-commerce services is large and increasing at a rapid rate.  In   
addition, other large organizations not currently in the Company's market may   
enter the market.  The Company believes that competition for B2B e-commerce     
products and services will continue to increase as the Internet develops as a   
communication and commercial medium.  Although the Company believes its         
products and marketing strategy are unique, the Company competes directly and   
indirectly for customers with numerous Internet and non-Internet businesses,    
including:                                                                      

1.   traditional VANs (Sterling Commerce, Harbinger, IBM, GE Information        
Services, MCI, AT&T, etc.);                                           
2.   Internet VANs (Internet Commerce Corporation, Harbinger, SPS, etc.);       
3.   web-based B2B e-commerce companies (EB2B Inc., SPS, Harbinger, Sterling    
Commerce, etc.); and                                                  
4.   traditional EDI Software Vendors (Harbinger, SPS, etc.).                   

Many of these potential competitors are likely to enjoy substantial             
competitive advantages compared to the Company, including:                      

1.   the ability to offer a wider array of products and services;               
2.   larger production and technical staffs;                                    
3.   greater name recognition and larger marketing budgets and resources;       
4.   larger customer and user bases; and                                        
5.   substantially greater financial, technical and other resources.            

To be competitive, the Company must respond promptly and effectively to the     
challenges of technological change, evolving standards and competitors'         
innovations by continuing to enhance its products and services, as well as its  
sales and marketing channels.  Increased competition could result in loss of    
market share, reduced prices or reduced margins, any of which could adversely   
affect the Company's business.  Competition is likely to increase               
significantly as new companies enter the market and current competitors expand  
their services.                                                                 

GOVERNMENT REGULATION COULD ADVERSELY AFFECT THE COMPANY                        

The Company is subject to government regulation. Laws and regulations have      
been or may be adopted with respect to the Internet or other on-line services   
covering issues such as:                                                        

1.   user liability and privacy;                                                
2.   copyright protection; and                                                  
3.   distribution.                                                              

The applicability to the Internet of existing laws in various jurisdictions     
governing issues is uncertain and may take years to resolve.  Demand for the    
Company's features and services may be affected by additional regulation of     
the Internet.  Federal, State, or governments of foreign countries may attempt  
to regulate the Company's transmissions, levy sales or other taxes relating to  
the Company's activities or impose other restrictions on the Company's          
services.  The laws governing the Internet, however, remain largely unsettled,  
even in areas where there has been some legislative action.  In addition, the   
growth and development of the market for B2B e-commerce may prompt the          
adoption of more stringent laws, both in the United States and abroad, that     
impose additional burdens on companies conducting business over the Internet.   
The requirement that the Company comply with any new legislation or             
regulation, or any unanticipated application or interpretation of existing      
laws, may decrease the demand for the Company's services, increase the cost of  
doing business or otherwise have a material adverse effect on the Company's     
business, results of operations and financial condition.                        

INTERNET CAPACITY CONSTRAINTS MAY INHIBIT THE COMPANY'S SUCCESS.                

The Company's success depends, in large part, on Internet access and the        
ability of the Internet to accommodate rapidly increasing traffic.  The         
Internet may not prove to be a viable commercial medium because of inadequate   
development of the necessary infrastructure (e.g., reliable network backbone),  
timely development of complementary products (e.g., high speed modems), delays  
in the development or adoption of new standards and protocols required to       
handle increased levels of Internet activity, or increased government           
regulation.  If the Internet continues to experience significant growth in the  
number of users and the level of use, then the Internet infrastructure may not  
be able to continue to support the demands placed on it.                        

RISKS RELATED TO SYSTEMS OPERATION                                              

The Company relies on the Internet and, accordingly, depends upon the           
continuous, reliable and secure operation of Internet servers and related       
hardware and software.  Recently, several large Internet commerce companies     
have suffered highly publicized system failures which resulted in adverse       
reactions to their stock prices, significant negative publicity and, in         
certain instances, litigation.  Although agreements are in place to host the    
Company's systems and provide bandwidth with suitable precautions in place to   
prevent system failures and outages, it is likely that the Company will also    
suffer service outages from time to time.  To the extent that the Company's     
service is interrupted, its users will be inconvenienced and the Company's      
reputation may be diminished.  Some of these outcomes could directly result in  
a reduction in the Company's stock price, significant negative publicity and a  
potential for litigation.  Although the Company anticipates that its computer   
and communications hardware will be protected through physical and software     
safeguards, they will still be vulnerable to fire, storm, flood, power loss,    
telecommunications failures, physical or software break-ins and other similar   
events.  The Company does not currently have full redundancy for all of the     
Company's computer and telecommunications facilities in separate geographic     
locations to counter an area-wide catastrophe where the Company does business.  
A catastrophic event could have a significant negative effect on the Company's  
business, results of operations, and financial condition.                       

The Company also depends upon third parties to provide potential users with     
web browsers and Internet and on-line services necessary for access to the      
Company's services.  It is possible that users will experience difficulties     
with the Internet and other on-line services due to system failures, including  
failures unrelated to the Company's systems.  Any sustained disruption in       
Internet access provided by third parties could have a material adverse effect  
on the Company's business, results of operations and financial condition.       

The Company also retains confidential customer information in the Company's     
database.  It is, therefore, critical that the Company's facilities and         
infrastructure remain secure and that the facilities and infrastructure are     
perceived by consumers to be secure.  Despite the implementation of measures    
in the Internet industry, the Company's infrastructure is potentially           
vulnerable to physical break-ins, computer viruses, programming errors or       
similar disruptive problems.  A material security breach could damage the       
Company's reputation or result in liability.                                    

THE COMPANY'S PLATFORM INFRASTRUCTURE AND ITS SCALABILITY ARE NOT PROVEN        

If the Company's Internet-based products are used by an increasing number of    
users, the network infrastructure would need to be expanded from time to time.  
In addition, the Company will need to accommodate changing customer             
requirements.  The Company may not be able to accurately project the rate or    
timing of increases, if any, in the use of its systems or to expand and         
upgrade the systems and infrastructure to accommodate such changes on a timely  
basis, at a commercially reasonable cost, or at all.  The systems may not       
accommodate increased use while maintaining acceptable overall performance.     

POTENTIAL LIABILITY IF CONFIDENTIAL INFORMATION IS DISCLOSED INAPPROPRIATELY    

These types of claims have been brought, sometimes successfully, against on-    
line service providers in the past.  Any such liability will have a material    
adverse effect on the Company's reputation, business, results of operations or  
financial position.                                                             

DEPENDENCY ON INTELLECTUAL PROPERTY RIGHTS                                      

The Company's intellectual property is important to its business. The Company   
relies on a combination of copyright, trademark and trade secret laws,          
confidentiality procedures and contractual provisions to protect its            
intellectual property. The Company's efforts to protect its intellectual        
property may not be adequate. Competitors may independently develop similar     
technology or duplicate the Company's products or services.  Unauthorized       
parties may infringe upon or misappropriate the Company's products, services    
or proprietary information.  In addition, the laws of some foreign countries    
do not protect proprietary rights as well as the laws of the United States,     
and the global nature of the Internet makes it difficult to control the         
ultimate destination of its products and services.  In the future, litigation   
may be necessary to enforce the Company's intellectual property rights or to    
determine the validity and scope of the proprietary rights of others.  Any      
such litigation could be time-consuming and costly.  The Company could be       
subject to intellectual property infringement claims as the number of           
competitors grows and the content and functionality of its services overlaps    
with competitive offerings.  Defending against these claims, even if not        
meritorious, could be expensive and divert the Company's attention from its     
operations.  If the Company becomes liable to third parties for infringing      
their intellectual property rights, it could be required to pay a substantial   
damage award and forced to develop noninfringing technology, obtain a license   
or cease selling the applications that contain the infringing technology.  The  
Company may be unable to develop noninfringing technology or obtain a license   
on commercially reasonable terms, or at all.  The Company also intends to rely  
on a variety of technologies that it will license from third parties,           
including any product development, database, and Internet server software,      
which will be used to operate its products and services.  These third-party     
licenses may not be available to the Company on commercially reasonable terms.  
If the Company were deprived of the right to use software incorporated in       
its products for any reason, or if the tools utilized in the development of     
its products were discontinued or the capabilities contained in future          
releases were not up to the standards set by the Company, there could be a      
serious disruption to the business.                                             

THE COMPANY'S OFFICERS HAVE EFFECTIVE CONTROL OF THE COMPANY AND OTHER          
STOCKHOLDERS MAY HAVE LITTLE OR NO VOICE IN CORPORATE MANAGEMENT                

The President beneficially owns approximately 64.6% of the outstanding shares   
of Common Stock.  As a result, this Stockholder effectively controls the        
election of directors and matters requiring approval by the Company's           
Stockholders.  Thus, he may be able to prevent corporate transactions such as   
future mergers which might be favorable from the Company's standpoint or the    
standpoint of the other Stockholders.                                           

THE COMPANY MAY NOT ACHIEVE PROFITABILITY                                       

The profit potential of the Company's business model is unproven.  The          
Company's revenue is dependent on the number of customers who subscribe to      
its EnterpriseEC service and Vortals and the volume of the data, documents or   
other information they send or retrieve utilizing this service.  The success    
of the EnterpriseEC service, the Vortals, and other proposed services depends   
to a large extent on the future of B2B e-commerce using the Internet, which is  
uncertain.  In addition, the Company expects its cost of sales and operating    
expenses to increase significantly, especially in the areas of marketing,       
product development,  and customer service.  As a result, the Company expects   
to incur additional losses in the future.  If the Company experiences a         
shortfall in its estimated revenue, it may be unable to adjust spending in a    
timely manner and may not achieve profitability.                                

INABILITY TO OBTAIN FUTURE CAPITAL                                              

As of the date of this filing, the Company had cash in the amount of            
approximately $70,000 and is expecting to raise an additional $300,000 via a    
Stock Purchase Agreement executed on April 10, 2000 whereby the participants    
of the stock purchase agreement will purchase 283,000 shares of Common Stock    
for $300,000 within ninety days of the agreement.  The Company anticipates      
that it may need to raise additional funds if its operations do not generate    
the revenues anticipated.  If the Company is unable to obtain necessary         
additional financing, its business may suffer.  It cannot be assured that any   
additional financing will be available on reasonable terms or at all.  In       
addition, the Company may need to raise additional funds sooner if it attempts  
to expand more rapidly or if competitive pressures or technological changes     
are greater than anticipated.  Even if the Company is able to obtain            
additional financing, the Company will subsequently need to raise additional    
funds if it does not become profitable or if achieving profitability takes      
longer than anticipated.                                                        

INTERNET USAGE STAGNATES OR THE INTERNET'S INFRASTRUCTURE FAILS                 

If the Internet does not gain increased acceptance for B2B e-commerce, the      
Company will not grow and profitability will be hampered.  Concerns about the   
security of on-line transactions and the privacy of users may inhibit the       
growth of the Internet as a means of delivering business documents and data.    
The Company may need to incur significant expenses and use significant          
resources to protect against the threat of security breaches or to alleviate    
problems caused by security breaches.  The Company cannot be certain that the   
infrastructure or complementary services necessary to maintain the Internet as  
a useful and easy means of transferring documents and data will continue to     
develop.                                                                        

DEPENDENCY ON DATA CENTERS, WHICH COULD BE DESTROYED OR DAMAGED                 

The Company's Internet-based products are dependent upon the ability to         
protect computer equipment and the information stored on this equipment         
against damage that may be caused by fire, power loss, telecommunication or     
Internet failures, unauthorized intrusion, computer viruses and disabling       
devices, internal errors and other similar events.  The Company currently       
leases space in a data center located in Dayton, Ohio which provides physical   
security (24 hour security guards), environment control (humidity and           
temperature), and electricity (battery operated, backfilled from the Dayton     
power grid, with six hours of battery backup in the event of a power failure).  
Additional motor generator services are available within the six hour battery   
backup timeframe if necessary) and bandwidth (three Internet backbone           
providers with load balancing).  The Company also maintains backup systems at   
its facility in Beavercreek, Ohio located approximately twelve miles from the   
data center.  In the event of a regional catastrophe, the Company may suffer a  
significant loss to its systems and may be unable to provide services to        
customers which would have a substantial effect on the Company.                 

Depending on future financial position, the Company has plans to lease backup   
data center space which is geographically separated from its current data       
center with procedures to provide for switching to the backup data center in    
the event of a catastrophic event or system failure.                            

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION              

The following discussion and analysis of the Company's consolidated financial   
condition and results of operation for the fiscal years ended December 31,      
1999 and 1998, and for the fiscal quarters ended March 31, 1999 and 1998,       
should be read in conjunction with the Company's consolidated financial         
statements included elsewhere herein.  The Company believes that the merger of  
Sub into EDICT, effective as of April 10, 2000, will have substantial impact on 
its future operating results.                                                   

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION - FISCAL YEARS 1999 
AND 1998 RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR    
ENDED DECEMBER 31, 1998                                                         

Due to the merger with EDICT Systems, Inc. on April 10, 2000, Twilight          
Productions and EDICT Systems results of operations for the year ended          
December 31, 1999 are being presented separately, and then pro-forma with       
Twilight Productions and EDICT Systems combined as if the merger occurred on    
January 1, 1999.                                                                

RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED       
DECEMBER 31, 1998 FOR TWILIGHT PRODUCTIONS, LTD.                                

The accompanying financial statements have been prepared in conformity with     
generally accepted accounting principles.  Twilight has incurred losses since   
its inception, and has an accumulated deficit of $739,192 and $351,108 for the  
years ended December 31, 1999 and December 31, 1998, respectively.  Twilight    
has financed its operations to date primarily through the sale of Common Stock  
and options to purchase Common Stock.                                           

REVENUE                                                                         

During the last two fiscal years, Twilight Productions produced no revenues     
other than interest income of $11,831 in 1999 as compared to $19,025 for        
fiscal 1998.  The decrease in interest income is due to the nature and overall  
return of the investments made by Twilight.                                     

COST OF OPERATIONS                                                              

Cost of operations consisted of general and administrative expenses of          
$123,865 for 1999 as compared to $115,937 for 1998 and a write down to the net  
realizable value of zero the cost of the two feature-length films the company   
developed but never sold ($276,050).  The increase in cost of operations is     
due to higher general and administrative costs.                                 

NET PROFIT/LOSS                                                                 

Twilight experienced a net loss in 1999 of $388,084 versus a net loss in 1998   
of $96,912.  The increased loss is primarily attributable to the write down to  
the net realizable value of zero the cost of the two feature-length films the   
company developed but never sold ($276,050).                                    

LIQUIDITY AND CAPITAL RESOURCES                                                 

The balance of Cash, Cash Equivalents, and Short-term Investments decreased to  
$229,666 in 1999 from $361,648 in 1998.  The decrease is primarily              
attributable to higher general and administrative fees along with lower         
investment income.                                                              

RESULTS OF OPERATIONS YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED       
DECEMBER 31, 1998 FOR EDICT SYSTEMS, INC.                                       

The accompanying financial statements have been prepared in conformity with     
generally accepted accounting principles.  EDICT Systems has incurred a loss    
before taxes in 1999 of $49,509 and in 1998 of $9,318.  EDICT Systems has       
financed its operations with internally generated cash flow from operations     
and debt instruments - bank lines of credit.                                    

REVENUE                                                                         

EDICT Systems had revenues in 1999 of $824,443 versus revenues of $690,068 in   
1998.  The increase in revenues is due to increased sales and marketing         
activity of the company's software products.                                    

COST OF OPERATIONS                                                              

EDICT Systems had total operating expenses (including depreciation and          
amortization) of $873,952 in 1999 versus $699,386 in 1998.  The increase is     
due to higher administrative expenses, the addition of several employees, and   
investment in the development and marketing of EnterpriseEC and its first       
Vortal, www.GroceryEC.com.                                                      

INCOME TAX BENEFITS                                                             

EDICT Systems recorded an income tax benefit of $2,817 in 1999 and $10,740 in   
1998 due primarily to the difference between accrual basis accounting for       
financial reporting purposes and the cash basis for tax purposes.               

NET PROFIT/LOSS                                                                 

The company experienced a net loss in 1999 of $46,692 versus a net income in    
1998 of $1,422.  The net loss in 1999 is primarily attributable to higher       
administrative expenses, the addition of several employees, and investment in   
the development and marketing of EnterpriseEC and www.GroceryEC.com.            

LIQUIDITY AND CAPITAL RESOURCES                                                 

The balance of Cash, Cash Equivalents, and Short-term Investments decreased to  
$3,420 in 1999 from $16,548 in 1998.  The decrease is attributable primarily    
to expenditures for equipment purchases and capitalized software costs that     
were offset by cash provided by operations and proceeds from the bank lines     
of credit.                                                                      

MANAGEMENT'S DISCUSSION AND ANALYSIUS OF FINANCIAL CONDITION - 1st QUARTER      
2000 AND 1999 RESULTS OF OPERATIONS QUARTER ENDED MARCH 31, 2000 COMPARED TO    
QUARTER ENDED MARCH 31, 1999                                                    

Due to the merger with EDICT Systems, Inc. on April 10, 2000, Twilight          
Productions and EDICT Systems results of operations for the quarter ended are   
being presented separately, and then pro-forma with Twilight Productions and    
EDICT Systems combined as if the merger occurred on January 1, 2000.            

RESULTS OF OPERATIONS QUARTER ENDED MARCH 31, 2000 COMPARED TO QUARTER ENDED    
MARCH 31, 1999 FOR TWILIGHT PRODUCTIONS, LTD.                                   

REVENUE                                                                         

During first quarter ended March 31, 2000 and the first quarter ended March     
31, 1999, Twilight Productions produced no revenues other than interest income  
of $1,632 in Q1 2000 as compared to $3,980 for Q1 1999.  The decrease in        
interest income is due to the nature and overall return of the investments      
made by the company.                                                            

COST OF OPERATIONS                                                              

Cost of operations consisted of general and administrative expenses of          
$15,147.40 for Q1 2000 as compared to $31,104 for Q1 1999.  The decrease in     
cost of operations is due to lower general and administrative costs.            

NET PROFIT/LOSS                                                                 

The company experienced a net loss for Q1 2000 of $13,515 versus a net loss     
for Q1 1999 of $27,124.  The decreased loss is primarily attributable to lower  
general and administrative expenses.                                            

LIQUIDITY AND CAPITAL RESOURCES                                                 

The balance of Cash, Cash Equivalents, and Short-term Investments in Q1 2000    
was $216,151 versus the balance of Cash, Cash Equivalents, and Short-term       
Investments in Q1 1999 of $329,880.  The decrease is primarily attributable to  
higher general and administrative fees along with lower investment income.      

RESULTS OF OPERATIONS QUARTER ENDED MARCH 31, 2000 COMPARED TO QUARTER ENDED    
MARCH 31, 1999 FOR EDICT SYSTEMS, INC.                                          

The accompanying financial statements have been prepared in conformity with     
generally accepted accounting principles.  EDICT Systems has incurred a loss    
before taxes in Q1 2000 of $102,006 versus a net loss of $19,078 in Q1 1999.    
EDICT Systems has financed its operations with internally generated cash flow   
from operations and debt instruments (e.g. bank lines of credit).               

REVENUE                                                                         

EDICT Systems had revenues in Q1 2000 of $199,623 versus revenues of $172,952   
in Q1 1999.  The increase in revenues is due to increased sales and marketing   
activity of the Company's software products.                                    

COST OF OPERATIONS                                                              

EDICT Systems had total operating expenses (including depreciation and          
amortization) of $301,629 in Q1 2000 versus $192,030 in Q1 1999.  The increase  
is due to higher administrative expenses, the addition of several employees,    
and investment in the development and marketing of EnterpriseEC and its first   
Vortal, www.GroceryEC.com, and charges related to the merger with Twilight      
Productions, Ltd.                                                               

INCOME TAX BENEFITS                                                             

EDICT Systems recorded an income tax benefit of $20,503 in Q1 2000 and $3,835   
in Q1 1999 due primarily to the difference between accrual basis accounting     
for financial reporting purposes and the cash basis for tax purposes.           

NET PROFIT/LOSS                                                                 

The Company experienced a net loss in Q1 2000 of $81,503 versus a net loss in   
Q1 1999 of $15,243.  The net loss in 1999 is primarily attributable to higher   
administrative expenses, the addition of several employees, and investment in   
the development and marketing of EnterpriseEC and www.GroceryEC.com, and        
charges related to the merger with Twilight Productions, Ltd.                   

LIQUIDITY AND CAPITAL RESOURCES                                                 

The balance of Cash, Cash Equivalents, and Short-term Investments for Q1 2000   
was $13,724 versus the balance of Cash, Cash Equivalents, and Short-term        
Investments for Q1 1999 of $26,168.  The decrease is attributable primarily     
to expenditures for equipment purchases and capitalized software costs that     
were offset by cash provided by operations and proceeds from the bank lines     
of credit.                                                                      

RESULTS OF OPERATIONS QUARTER ENDED JUNE 30, 2000 COMPARED TO QUARTER ENDED     
JUNE 30, 1999 FOR TWILIGHT PRODUCTIONS, LTD. AND SUBSIDIARY (EDICT SYSTEMS,     
INC.)                                                                           

The accompanying financial statements have been prepared in conformity with     
generally accepted accounting principles.  Twilight and Subsidiary (EDICT       
Systems)                                                                        
has incurred a loss before taxes in Q2 2000 of $212,104 versus a loss before    
taxes                                                                           
of $38,545 in Q2 1999.  The Company has financed its operations with existing   
cash balances and debt instruments (e.g. bank lines of credit).                 

REVENUE                                                                         

The Company had revenues in Q2 2000 of $171,346 versus revenues of $193,591     
in Q2 1999.  The decrease in revenues is due to reduced sales of the company's  
software products and license fees offset partially by increased revenues in    
its internet electronic commerce business.                                      

COST OF OPERATIONS                                                              

The Company had total operating expenses (including depreciation and            
amortization) of $383,450 in Q2 2000 versus $232,136 in Q2 1999.  The increase  
is due to higher administrative expenses, the addition of several employees,    
investment in the development, marketing and maintenance and support of         
EnterpriseEC and its first Vortal, www.GroceryEC.com,                           
and merger related charges.                                                     

INCOME TAX BENEFITS                                                             

The Company recorded an income tax benefit of $64,153 in Q2 2000 and $2,277     
in Q2 1999 due to the recognition of net operating loss carryforwards.          

NET PROFIT/LOSS                                                                 

The Company experienced a net loss in Q2 2000 of $147,951 versus a net loss in  
Q2 1999 of $36,268.  The higher net loss in 2000 is primarily attributable to   
higher administrative expenses, the addition of several employees, investment   
in the development and marketing of EnterpriseEC and www.GroceryEC.com, and     
merger related charges.                                                         

LIQUIDITY AND CAPITAL RESOURCES                                                 

The balance of Cash, Cash Equivalents, and Short-term Investments for Q2 2000   
was $67,211 versus the balance of Cash, Cash Equivalents, and Short-term        
Investments for Q2 1999 of $318,157.  The decrease is attributable primarily    
to expenditures for equipment, capitalized software costs, and operating        
activities.  Proceeds from borrowings on bank lines of credit and other note    
payable were used to finance operating activities.                              

RESULTS OF OPERATIONS FOR SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO            
SIX MONTHS ENDED JUNE 30, 1999 FOR TWILIGHT PRODUCTIONS, LTD. AND               
SUBSIDIARY (EDICT SYSTEMS, INC.)                                                

The accompanying financial statements have been prepared in conformity with     
generally accepted accounting principles.  Twilight and Subsidiary (EDICT       
Systems)                                                                        
has incurred a loss before taxes in six months ended June 30, 2000 of           
$327,625 versus a loss before taxes of $84,747 in six months ended June 30,     
1999.  The Company has financed its operations with existing cash balances      
and debt instruments (e.g. bank lines of credit).                               

REVENUE                                                                         

The Company had revenues in six months ended June 30, 2000 of $372,601          
versus revenues of $370,523 in six months ended June 30, 1999, as reduced       
sales of the company's software products and license fees were approximately    
offset by increased revenues in its internet electronic commerce business.      

COST OF OPERATIONS                                                              

The Company had total operating expenses (including depreciation and            
amortization) of $700,226 in six months ended June 30, 2000 versus $455,270     
in the six months ended June 30, 1999.  The increase is due to higher           
administrative expenses, the addition of several employees, investment          
in the development, marketing and maintenance and support of EnterpriseEC       
and its first Vortal, www.GroceryEC.com, and merger related charges.            

INCOME TAX BENEFITS                                                             

The Company recorded an income tax benefit of $84,656 in the six months ended   
June 30, 2000 and $6,112 in the six months ended June 30, 1999 due to           
the recognition of net operating loss carryforwards and carryback.              

NET PROFIT/LOSS                                                                 

The Company experienced a net loss in the six months ended June 30, 2000        
of $242,969 versus a net loss in the six months ended June 30, 1999 of          
$78,635.  The higher net loss in 2000 is primarily attributable to higher       
administrative expenses, the addition of several employees, investment          
in the development and marketing of EnterpriseEC and www.GroceryEC.com,         
and merger related charges.                                                     

LIQUIDITY AND CAPITAL RESOURCES                                                 

The balance of Cash, Cash Equivalents, and Short-term Investments at            
June 30,200 was $67,211 versus the balance of Cash, Cash Equivalents,           
and Short-term Investments at June 30, 1999 of $318,157.  The decrease          
is attributable primarily to expenditures for equipment, capitalized            
software costs, and operating activities.  Proceeds from borrowings on          
bank lines of credit and other note payable were used to finance operating      
activities.                                                                     

ITEM 3.  DESCRIPTION OF PROPERTY                                                

The Company presently maintains its principal place of business in two          
adjacent facilities at 1619 and 1635 Mardon Drive, Beavercreek, Ohio, 45432     
with the primary address being 1619 Mardon Dr., Beavercreek, Ohio, 45432.       
These buildings provide a total of approximately 3,000 square feet of useable   
office space.  Both facilities are leased for a total of $3,000 per month, at   
below-fair market price, triple net lease from the Company's President on a     
month-to-month basis.                                                           

The Company expects that the current facilities will be adequate for FY 2000    
but that a larger, combined facility may be necessary if the Company adds       
significant additional personnel.  The Company has initiated a search for a     
suitable facility located in the greater Dayton, Ohio area in the event that    
additional space is necessary.                                                  

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

The following tables set forth as of May 1, 2000, the number and percentage of  
the outstanding shares of Common Stock which, according to the information      
supplied to the Company, were beneficially owned by (i) each person who is      
currently a director of the Company, (ii) each executive officer, (iii) all     
current directors and executive officers of the Company as a group and          
(iv) each person who, to the knowledge of the Company, is the beneficial owner  
of more than 5% of the outstanding Common Stock.                                

Except as otherwise indicated, the persons named in the table have sole voting  
and dispositive power with respect to all shares beneficially owned, subject    
to community property laws where applicable.                                    

(i)   The following table has been completed for each Director of the Company:  

                                                                [Download Table]

                                       Common           Options    Percent of
Name and Address                       Shares                        Class   
                                                                             
Jason Wadzinski                        3,658,508           0           64.6  
32 E. National Rd.                                                           
Englewood, OH  45322                                                         

John F. Sheffs                           339,172           0            6.0  
3545 Woodgreen Dr.                                                           
Beavercreek, OH  45434                                                       

(ii)  The following table has been completed for each of Executive Officers of  
the Company:                                                        

                                                                [Download Table]

                                       Common           Options    Percent of
Name and Address                       Shares                        Class   
                                                                             
Jason Wadzinski                        3,658,508           0           64.6  
32 E. National Rd.                                                           
Englewood, OH  45322                                                         


(iii) The following table has been completed for all Directors and Executive    
Officers of the Company as a group:                                 

                                                                [Download Table]

                                       Common           Options    Percent of
                                       Shares                        Class   
                                                                             
All Officers and                       3,997,680           0         70.6    
Directors as a                                                               
Group (2 persons)                                                            

(iv)  The following table has been completed for those persons known to the     
 company as beneficial owners of five percent or more of the Company's
voting Common Stock:                                                

                                                                [Download Table]

                                       Common           Options    Percent of 
Name and Address                       Shares                        Class    
                                                                              
Jason Wadzinski                        3,658,508           0         64.6     
32 E. National Rd.                                                            
Englewood, OH  45324                                                          

John F. Sheffs                           339,172           0          6.0     
3545 Woodgreen Dr.                                                            
Beavercreek, OH  45434                                                        

Halter Financial Group                   170,000<F1>       0          3.0     
14160 Dallas Parkway, Suite 950                                               
Dallas, TX 75240                                                              

Art Howard Beroff                        275,000<F1><F2>   0          4.9     
156-34 88th. Street                                                           
Howard Beach, NY 11414                                                        

                                       5,661,173                              
<FN>                                                                          
<F1>                                                                          
Does not include 141,500 shares that Beroff and Halter Financial, or their    
designees, are each required to purchase on or before July 5, 2000 pursuant to
the Stock Purchase Agreement.  Neither Beroff nor Halter has purchased these  
shares as of the filing date of this Form 10SB.  The date of purchase has been
delayed by agreement of the parties and shall occur within 5 days after the   
filing of this Form 10SB.                                                     

<F2>                                                                          
Does not include 80,000 shares of which Art Howard Beroff disclaims beneficial
ownership.                                                                    

</FN>                                                                         

Upon completion of the share purchase, assuming that Halter and Beroff          
purchase all of the additional shares (as opposed to one or more of their       
designees), Halter will own approximately 5.5% and Beroff will own              
approximately 7.3% of Common Stock outstanding.                                 

ITEM 5.  DIRECTORS AND EXECUTIVE OFFICERS                                       

Jason K. Wadzinski                     35             President/CEO/Director    

John F. Sheffs                         75             Director                  

Jason K. Wadzinski founded Edict in 1990 and has held the position of           
President/CEO/Director since inception.  Mr. Wadzinski is an Air Force veteran  
and has held positions in information technology since 1982.                    

John F. Sheffs has been a Director of Edict since 1995.  Mr. Sheffs was         
President/CEO/Director and sole Shareholder of Electro Sales Associates, Inc.,  
a manufacturers' representative company that sold various electronics products  
to manufacturing companies located in the eastern half of the United States.    
Mr. Sheffs has a lifetime of experience in management and entrepreneurship,     
with special emphasis on sales and marketing.                                   

No family relationship exists among directors and executive officers.  No       
egal proceedings occurred during the last five years that are material to an    
evaluation of the ability or integrity of any director or executive officer.    

ITEM 6.  EXECUTIVE COMPENSATION                                                 

                                                                [Download Table]

Name and Title                              Year              Annual Salary
                                                                           
Jason K. Wadzinski,                         1999              $ 51,600     
President/CEO                                                              


Jason K. Wadzinski is the sole executive officer of the Company.  No payments   
classified as long-term compensation, other annual compensation and all other   
compensation were made.  The Company has no long-term incentive plans.          

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                          

Twilight paid $120,000 and $109,000 to two of its former officers/directors     
for services rendered during the years ended December 31, 1999 and 1998,        
respectively.  No transaction, proposed transaction or series of transactions   
occurred in the last two years and through the date of this filing directly     
or indirectly, between Edict and any director or executive officer that         
exceeded $60,000 during the last two years.                                     

Edict leases its office space from a shareholder of the Company.  This space    
is leased on a month to month basis for $3,000 per month.  Lease payments made  
under this arrangement were $34,800 and $21,800 in 1999 and 1998,               
respectively.  As part of this arrangement, Edict pays the real estate taxes    
of the leased property.  Payments made by Edict for taxes were $9,716 and       
$6,033 in 1999 and 1998, respectively.                                          

Pursuant to the Services Agreement and the Registration Rights Agreement, both  
dated April 10, 2000 (the date of the Merger), the Company issued 400,000       
shares of Common Stock to HFG.  In return, HFG agreed to provide services to    
the Company in support of the Merger and post-merger services relating to       
public relations, investor relations and assisting with the Securities and      
Exchange Commission ("SEC") filing requirements.  On April 10, 2000, shares of  
Common Stock were trading at approximately $1.06 per share.                     

Also on April 10, 2000, the Company entered into the Stock Purchase Agreement   
with HFG and Beroff.  The Stock Purchase Agreement requires HFG and Beroff, or  
their designees, to each purchase 141,500 shares of Common Stock for $150,000   
each on or before July 5, 2000 resulting in the issuance of 283,000 shares      
of Common Stock for an aggregate consideration of $300,000 (approximately       
$1.06 per share).  This offering was made pursuant to Section 4(2) of the       
Securities Act of 1933.  HFG and Beroff have not yet purchased the additional   
shares.  The purchase date for the additional shares has been delayed by        
agreement of the parties and shall occur within 5 days after the filing of      
this Form 10SB.                                                                 

ITEM 8. DESCRIPTION OF SECURITIES                                               

The authorized capital stock of the Company consists of 20,000,000 shares of    
Common Stock, par value $.001 per share; with 619,173 issued and outstanding    
at December 31, 1999, 5,378,173 issued and outstanding at April 10, 2000 (date  
of Merger); and 5,661,173 to be issued and outstanding within 5 days following  
the filing of this Form 10SB when 283,000 additional shares will be issued      
pursuant to the Stock Purchase Agreement.                                       

No preferred stock, debt securities or other securities of the Company are      
authorized, issued or outstanding. The 400,000 shares of Common Stock issued    
to HFG for services and the 283,000 shares of Common Stock to be issued to HFG  
and Beroff, or their designees, pursuant to the Stock Purchase Agreement will   
be subject to registration rights.                                              

Part II   

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND     
OTHER SHAREHOLDER MATTERS.                                      

Market Information.  Since May 4, 2000, the Company's Common Stock has traded   
on the Pink Sheets.  Prior to this, the Common Stock traded on the OTC          
Bulletin Board under the symbol "TWIP".                                         

The following table sets forth, for the periods indicated, the high and low     
per share bid information for the Company's Common Stock on the OTC Bulletin    
Board or the Pink Sheets, as applicable.  Such high and low bid information     
reflects inter-dealer quotes, without retail mark-up, mark down or commissions  
and may not represent actual transactions.                                      

                                                                [Download Table]

Date                          High             Low  
                                                    
03/31/98                      0.750            0.250
06/30/98                      0.750            0.250
09/30/98                      0.750            0.350
12/31/98                      0.562            0.312
03/31/99                      0.375            0.375
06/30/99                      0.500            0.375
09/30/99                      0.468            0.250
12/31/99                      0.468            0.250
03/31/00                      1.187            0.250
06/27/00                      3.750            0.687

The Company is filing this Form 10-SB for the purpose of registering the        
Company's Common Stock under the Securities and Exchange Act of 1934 in order   
to resume trading on the OTC Bulletin Board.  Since the Company did not file a  
Form 10-SB prior to May 4, 2000, it was delisted from the OTC Bulletin Board    
and its Common Stock has been trading on the Pink Sheets.  After the Company    
has cleared all comments by the SEC on this FORM 10-SB, the Company will        
register to have its shares listed on the OTC Bulletin Board.                   

Approximate Number of Holders.  As of June 1, 2000, the Company had             
approximately 313 registered holders of record of Common Stock.  Some of those  
registered holders are brokers who are holding shares for multiple clients in   
street names.  Accordingly, the Company believes the number of actual           
Shareholders of Common Stock exceeds the number of registered holders of        
record.                                                                         

Dividends.  The Company has never paid any cash or stock dividends.  The        
Company presently intends to reinvest earnings, if any, to fund the             
development and expansion of the Company and therefore, does not anticipate     
paying dividends on Common Stock in the foreseeable future.  The declaration    
of dividends will be at the discretion of the Board of Directors and will       
depend upon the Company's earnings, financial position, general economic        
conditions and other pertinent factors.                                         

ITEM 2.  LEGAL PROCEEDINGS                                                      

The Company is not currently subject to any legal proceedings.  The Company     
may from time to time become a party to various legal proceedings arising in    
the ordinary course of business.                                                

ITEM 3.  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS                             

In November 1999, Edict engaged the services of Battelle & Battelle LLP for     
the purpose of conducting financial audits of Edict.  The Company intends to    
engage the services of Battelle & Battelle LLP as the independent auditors for  
the Company.                                                                    

Prior to the Merger, Twilight engaged the services of Mark Bindiger, CPA, to    
perform annual audits.                                                          

There are no disagreements between the Company and its auditors to report.      

ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES                                

On April 10, 2000, pursuant to the Services Agreement and the Registration      
Rights Agreement the Company issued 400,000 shares of Common Stock to HFG.  In  
return, HFG agreed to provide services to the Company in support of the Merger  
and post-merger services relating to public relations, investor relations, and  
assisting with SEC filing requirements.  At the date of the Merger shares of    
Common Stock were trading at approximately $1.06 per share.                     

On or before July 5, 2000, pursuant to the Stock Purchase Agreement, HFG and    
Beroff, or their designees  are required to each purchase 141,500 shares of     
Common Stock for $150,000 resulting in the issuance of 283,000 shares of        
Common Stock for an aggregate consideration of $300,000 (approximately $1.06    
per share).  This offering was made pursuant to Section 4(2) under the          
Securities Act of 1933.  HFG and Beroff have not yet purchased the additional   
shares.  The purchase date for the additional shares has been delayed by        
agreement of the parties and shall occur within 5 days after the filing of this 
Form 10SB.                                                                      

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

The Company's certificate of incorporation and bylaws contain provisions        
indemnifying the directors and executive officers against liabilities. In the   
certificate of incorporation, the Company has eliminated the personal           
liability of the directors and executive officers to the Company and its        
Stockholders for monetary damages for breach of their fiduciary duty,           
including acts constituting gross negligence. However, in accordance with       
Delaware law, a director will not be indemnified for a breach of its duty of    
loyalty, acts or omissions not in good faith or involving intentional           
misconduct or a knowing violation or any transaction from which the director    
derived improper personal benefit.                                              

In addition, the bylaws further provide that the Company may advance to the     
directors and officers expenses incurred in connection with proceedings         
against them for which they are entitled to indemnification.  The Company has   
also agreed to indemnify, defend, and hold harmless each of the officers and    
directors to the fullest extent permissible by law with regard to any and all   
loss, expense or liability, including payment and advancement of reasonable     
attorney's fees, arising out of or relating to claims of any kind, whether      
actual or threatened, relating in any way to their service to us. The Company   
plans to memorialize these provisions in written agreements.                    

PART F/S

Financial Statements                                                            

(a)      Historic Financial Statements                                          

The following audited financial statements are filed as part of this report:    

Independent Auditors' Report of Twilight Productions, Ltd.            

 Audited balance sheets of Twilight Productions, Ltd. as of December 31,
  1999 and 1998, and audited statements of income and accumulated deficit,
and cash flows for the years ended December 31, 1999 and 1998.        

Independent Auditors' Report of Edict Systems, Inc.                   

   Audited balance sheets of Edict Systems, Inc. as of December 31, 1999 and
  1998, and audited statements of income and accumulated deficit, and cash
flows for the years ended December 31, 1999, and 1998.                

The following unaudited financial statements are filed as part of this report:  

Unaudited balance sheets of Twilight Productions, Ltd. as of March 31,
2000 and 1999, and unaudited statements of income and accumulated     
deficit, and cash flows for the three months ended March 31, 2000 and 
1999.                                                                 

  Unaudited balance sheets of Edict Systems, Inc. as of March 31, 2000 and
1999, and unaudited statements of income and accumulated deficit, and 
cash flows for the three months ended March 31, 2000 and  1999.       

Unaudited consolidated balance sheets of Twilight Productions, Ltd. & 
Subsidiary as of June 30, 2000 and 1999, and unaudited statements of  
operations and retained earnings (deficit), and unaudited statements  
of cash flows for the three months and six months ended               
June 30, 2000 and 1999.                                               

(b)      Pro Forma Financial Statements                                         

The following pro forma financial information is filed as part of this report:  

   Unaudited pro forma consolidated balance sheet which combines the audited
 balance sheet of Twilight Productions, Ltd. as of December 31, 1999 and
   the audited balance sheet of Edict Systems, Inc. as of December 31, 1999,
along with a description of the unaudited pro forma adjustments.      

 Unaudited pro forma consolidated statement of income which combines the
statement of income of Twilight Productions, Ltd. for the year ended  
  December 31, 1999 and the statement of operations of Edict Systems, Inc.
for the year ended December 31, 1999, along with a description of the 
unaudited pro forma adjustments.                                      

Unaudited pro forma consolidated balance sheet which combines the     
unaudited balance sheet of Twilight Productions, Ltd. as of March 31, 
 2000 and the unaudited balance sheet of Edict Systems, Inc. as of March
    31, 2000, along with a description of the unaudited pro forma adjustments.

 Unaudited pro forma consolidated statement of income which combines the
 statement of income of Twilight Productions, Ltd. for the quarter ended
   March 31, 2000 and the statement of operations of Edict Systems, Inc. for
the quarter ended March 31, 2000, along with a description of the     
unaudited pro forma adjustments.                                      

   The aforementioned pro forma financial statements were prepared under the
assumption that the merger of Twilight Productions, Ltd. and Edict    
   Systems, Inc. had been consummated as of January 1, 1999 for the December
   31, 1999 financial statements and as of January 1, 2000 for the March 31,
  2000 financial statements.  These pro forma financial statements may not
be indicative of the financial position and results of operations that
actually would have been obtained if the merger had been in effect or 
that may be obtained in the future.  Such statements should be read in
conjunction with the Registrant's audited financial statements.  The  
  assumptions and adjustments used are described in the accompanying notes
to the pro forma financial statements.                                

INDEPENDENT AUDITORS' REPORT                                                    

To the Board of Directors of    Twilight Productions, Ltd.                      

I have audited the accompanying balance sheets of Twilight Productions, Ltd.    
as of December 31, 1999 and December 31, 1998, and the related statements of    
income and accumulated deficit and cash flows for the two years then ended.     
These financial statements are the responsibility of the Company's management.  
My responsibility is to express an opinion on these financial statements based  
on my audits.                                                                   

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

In my opinion, such financial statements present fairly, in all material        
respects, the financial position of the Company at December 31, 1999 and        
December 31, 1998, and the results of its operations and its cash flows for     
the two years then ended in conformity with generally accepted accounting       
principles.                                                                     

/s/ Mark Bindiger                                                               

February 10, 2000                                                               

                                                                [Download Table]


                     TWILIGHT PRODUCTIONS, LTD.                         
                          BALANCE SHEETS                                

                                           Year Ended December 31,      
                                              1999        1998          
                                                                        
                A S S E T S                                             

CURRENT ASSETS                                                          
  Cash and cash equivalents                 229,666       361,648       
  Film costs (Note 2)                            -        255,118       
  Other current assets                           -            625       

  Total current assets                      229,666       617,391       

PROPERTY AND EQUIPMENT                                                  
Office equipment                              2,486         2,486       
Less accumulated depreciation                 2,486         2,153       

    Depreciated cost                              -           333       

ORGANIZATION COSTS-NET                            -            26       

      Total assets                          229,666       617,750       

                LIABILITIES AND SHAREHOLDERS' EQUITY                    

SHAREHOLDERS' EQUITY                                                    
Common stock - .001 par value, 20,000,000                               
shares authorized, 619,173,   shares issue      619           619       
Additional paid-in capital                  968,239       968,239       
Accumulated deficit                        (739,192)     (351,108)      

Total shareholders' equity                  229,666       617,750       

Total liabilities and shareholders' equity  229,666       617,750       

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


                                                                [Download Table]


                      TWILIGHT PRODUCTIONS, LTD.                        
            STATEMENTS OF INCOME AND ACCUMULATED DEFICIT                

                                           Year Ended December 31,      
                                                1999        1998        
                                                                        
REVENUES                                                                
  Interest income                              11,831      19,025       

     Total revenues                            11,831      19,025       

OPERATING EXPENSES                                                      
  General and administrative expenses         123,865     115,937       
  Write down of film costs to net realizable                            
  value (Note 2)                              276,050           -       

     Total operating expenses                 399,915     115,937       

NET LOSS                                     (388,084)    (96,912)      

    Accumulated deficit, beginning of year   (351,108)   (254,196)      

ACCUMULATED DEFICIT, END OF YEAR             (739,192)   (351,108)      

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


                                                                [Download Table]


                          TWILIGHT PRODUCTIONS, LTD.                    
                           STATEMENTS OF CASH FLOWS                     

                                                   Year Ended           
                                                   December 31,         
                                                  1999      1998        
                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES                                    
 Net loss                                      (388,084)  (96,912)      
 Adjustments to reconcile net loss to net cash                          
  used in operating activities:                                         
    Depreciation and amortization                   359       363       
    Write down of film costs to net realizable                          
      value                                     276,050                 
 Increase (Decrease) in cash arising from                               
  changes in assets and liabilities:                                    
    Film costs                                  (20,932)  (41,738)      
    Other current assets                            625       300       
    Net cash used in operating activities      (131,982) (137,987)      

NET DECREASE IN CASH AND CASH EQUIVALENTS      (131,982) (137,987)      

  Cash and cash equivalents, beginning of year  361,648   499,635       

CASH AND CASH EQUIVALENTS, END OF YEAR          229,666   361,648       

 SUPPLEMENTAL DISCLOSURES                                               

   Interest paid                                      -        -        
   Taxes paid                                         -        -        

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


TWILIGHT PRODUCTIONS LTD.     
NOTES TO FINANCIAL STATEMENTS     
DECEMBER 31, 1999       

NOTE 1 - ORGANIZATION                                                           

 Twilight Productions Ltd. (The "Company") was incorporated in the State
of Delaware on March 9, 1994.  The Company issued 72,700 shares of common       
stock to its two officers and directors and other persons at a rate of $.06     
per share ($4,362 in the aggregate).  The Company is engaged in the business    
of producing high quality, low budget, feature length motion pictures.  Since   
the Company's inception two films have been produced but not sold as of         
February 10, 2000.Management has written off the value of both films to zero    
even though they anticipate in the future that both films may be profitable.    

  In 1994 the Company raised an additional $20,496 pursuant to an offering
of 4,000 units at $6.00 a unit.  3,416 of the units were sold.  Each unit       
consisted of one share of common ($.001 par value) and 40 class A warrants.     
Each class A warrant entitled the holder to purchase one additional share at    
$5.25 per share for a period of nine months following the offering.  On         
February 17, 1995 the exercise price was reduced to $2.50 a share.In April      
1995 a second stock placement offering was done consisting of 4,000 units at    
$9.25 a unit.  Each unit consisted of one share of common ($.001) and 50        
class B warrants.  4,000 units were sold.  Each class B warrant entitled the    
holder to purchase one additional share at a price of $3.00 per share for a     
period of four months following the offering.                                   

   In September 1995 another stock placement was done whereby 120,000 shares
of stock were sold to related parties at the stocks fair market value at that   
date ($.25 a share).                                                            

In January 1996 option to purchase 200,000 shares of common stock was 
granted to two officers/directors.  In December 1996 the officers/directors     
exercised their stock options to purchase 117,857 shares of stock at $.28 a     
share.                                                                          

In 1998 the Company increased its authorized number of shares to      
20,000,000.                                                                     

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

DEFERRED OFFERING COSTS                                                     

All offering costs incurred by the Company in connection with the     
offerings have been charged to additional paid in capital.                      

ORGANIZATIONAL COSTS                                                        

Organizational costs are expensed over a sixty month period from the  
commencement of operations.                                                     

CASH AND CASH EQUIVALENTS                                                   

  The Company classifies as cash equivalents all highly liquid investments
with original maturities of three months or less.                               

REVENUE RECOGNITION                                                         

  Revenue from theatrical licensing agreements is recognized when the film
has been delivered and becomes contractually available.  The primary market is  
foreign theatrical releases.                                                    

ACCOUNTING FOR FILM COSTS                                                   

 Inventory of film costs consists of acquisition costs, production costs
and certain exploitation costs and are stated at the lower of cost or estimate  
net realizable value.                                                           

 In accordance with the provisions of Financial Accounting Standards No.
53, film costs are amortized on the ratio that the revenue earned for the year  
bears to management's estimate of the total gross revenue to be realized.       
Such estimates are revised periodically and estimated losses, if any, are       
provided for in full.                                                           

NOTE 3 - RELATED PARTY TRANSACTIONS                                             

   The Company at present uses the offices of its President for pre and post
production development at no cost to the Company.  In addition, the Company     
paid $120,000 and $109,000 to two of its officers/directors for services        
rendered during the years ended December 31, 1999 and 1998, respectively.       

NOTE 4 - INCOME TAXES                                                           

No current provision for income taxes is made due to net operating    
osses.  The Company currently has a substantial net operating loss              
carryforward.  The Company has recorded a 100% valuation allowance against net  
deferred tax assets due to uncertainty of their ultimate recognition.           

                                                                [Download Table]


                      EDICT SYSTEMS, INC.                         
                        BALANCE SHEET                             

                                                   31-Dec         
                                              1999         1998   
                                                                  
                         A S S E T S                              
CURRENT ASSETS                                                    
  Cash and cash equivalents                  3,420         16,548 
  Accounts receivable, net                 122,169        142,295 
  Refundable income tax                                    20,472 
  Other                                     12,017                

      Total current assets                 137,606        179,315 

SOFTWARE DEVELOPMENT COSTS, net            204,542        135,807 

PROPERTY AND EQUIPMENT                                            
  Office equipment                         147,838        106,331 
    Less accumulated depreciation           98,325         78,299 

      Depreciated cost                      49,513         28,032 

      Total assets                         391,661        343,154 

LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES          
  Bank notes payable                       115,894         21,288 
  Accounts payable                          63,417         70,593 
  Accrued expenses                          19,108          8,983 
  Deferred income taxes                        905          3,782 
  Deferred revenue                         168,724        168,203 

      Total current liabilities            368,048        272,849 

SHAREHOLDERS' EQUITY                                              
  Common stock                               2,000          2,000 
  Treasury stock                           (75,000)       (75,000)
  Retained earnings                         96,613        143,305 

      Total shareholders' equity            23,613         70,305 

     Total liabilities and shareholders'                          
     Equity                                391,661        343,154 

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

                                                                [Download Table]


                       EDICT SYSTEMS, INC.                        
             STATEMENT OF INCOME AND RETAINED EARNINGS            

                                           Year Ended December 31 
                                            1999            1998  
                                                                  
REVENUES                                                          
  Product sales and license fees           815,197         675,056
  Other income                               9,246          15,012

     Total revenues                        824,443         690,068

OPERATING EXPENSES                                                
  Cost of sales                             20,877          56,768
  Salaries and benefits                    572,627         476,689
  General and administrative expenses      187,409         127,388
  Depreciation                              20,026          11,886
  Amortization                              57,217          14,459
  Bad debt expense                           5,000          15,000
  Interest, net                              9,236          -4,399
  Miscellaneous                              1,560           1,595

     Total operating expenses              873,952         699,386

LOSS BEFORE TAXES                          -49,509          -9,318

    Income tax benefits                     -2,817         -10,740

NET (LOSS) INCOME                          -46,692           1,422

    Retained earnings, beginning of year   143,305         141,883

RETAINED EARNINGS, END OF YEAR              96,613         143,305

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


                                                                [Download Table]

                          EDICT SYSTEMS, INC.                     
                        STATEMENT OF CASH FLOWS                   

                                           Year Ended December 31 
                                              1999           1998 
                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES                              
  Net (loss) income                         (46,692)        1,422 
Adjustments to reconcile net (loss) income                        
to cash provided by operating activities:                         
      Depreciation                           20,026        11,886 
      Amortization                           57,217        14,459 
Provision for deferred income taxes                               
(benefit)                                    (2,877)        9,674 
Increase (decrease) in cash arising from                          
changes in assets and liabilities:                                
      Accounts receivable                    20,126        (8,078)
      Other assets                            8,455       (20,438)
      Accounts payable                       (7,176)       42,142 
      Accrued expenses                       10,125       (33,812)
      Deferred revenue                          521        76,108 

Net cash provided by operating activities    59,725        93,363 

CASH FLOWS FROM INVESTING ACTIVITIES                              
  Purchases of equipment                    (41,507)      (19,864)
  Software costs capitalized               (125,952)     (128,486)

 Net cash used in investing activities     (167,459)     (148,350)

CASH FLOWS FROM FINANCING ACTIVITIES                              
   Purchase of treasury stock                     -       (50,000)
Borrowings on bank line of credit           164,033        25,000 
   Payments on bank line of credit          (69,427)       (3,712)

Net cash provided by (used in) financing                          
activities                                   94,606       (28,712)
NET DECREASE IN CASH AND CASH EQUIVALENTS   (13,128)      (83,699)

  Cash and cash equivalents, beginning of                         
  Year                                       16,548       100,247 

CASH AND CASH EQUIVALENTS, END OF YEAR        3,420        16,548 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW ITEMS                        
  Income taxes paid, net of refunds               -         3,227 
  Interest paid                               4,320         1,498 

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

EDICT SYSTEMS INC.  
NOTES TO FINANCIAL STATEMENTS     
DECEMBER 31, 1999   

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

NATURE OF OPERATIONS - Edict Systems, Inc. develops and markets       
electronic data interchange and electronic commerce software products and       
services that enable its customers to send and receive business documents       
electronically in standard and proprietary formats. Customers consist of        
businesses across a number of industries throughout the United States.          

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

  CASH EQUIVALENTS - The Company classifies as cash equivalents all highly
liquid investments with original maturities of three months or less.            

ACCOUNTS RECEIVABLE - Accounts receivable are reported net of the     
allowance for uncollectible accounts.  The allowance for uncollectible          
accounts was $25,000 and $20,000 in 1999 and 1998,respectively.                 

PROPERTY AND EQUIPMENT - Property and equipment are carried at cost.  
Costs of normal maintenance and repairs are charged to expense as incurred.     
Impairment of asset value is recognized whenever events or changes in           
circumstances indicate that the carrying amount of an asset may not be          
recoverable.  Depreciation is provided using accelerated methods for financial  
reporting purposes at rates based on useful lives of five to seven years.       
Depreciation expense was $20,026 and $11,886 in 1999 and 1998, respectively.    

REVENUE RECOGNITION - Revenue from product sales are recorded when the
product is shipped.  Ongoing license fees are recognized ratably over the       
contract period.                                                                

  DEFERRED INCOME TAXES - Deferred income taxes are provided for temporary
differences in recognition of assets and liabilities for financial statements   
and for income tax purposes.In addition, deferred income taxes are provided to  
recognize future tax benefits of tax credits and net operating loss carry-      
forwards, to the extent realization of such benefits is more likely than not.   

NOTE 2 - SOFTWARE DEVELOPMENT COSTS                                             

The Company capitalizes certain software development costs that are   
amortized by the straight-line method over the remaining estimated economic     
lives of the software product, which is generally estimated to be three years.  
Capitalized software costs amounted to $287,108 and $161,156 at December 31,    
1999 and 1998, respectively and the related accumulated amortization was        
$82,566 and $25,349, respectively.                                              

Software costs consists of the following:                             

                                                                [Download Table]


                        Bar Code                                  
                        Label     Formula One?  Enterprise        
                        Module    For Windows       EC?    Total  
                                                                  
Balance as of                                                     
December 31, 1997       $21,780                           $21,780 
  Costs incurred        128,486                           128,486 
  1998 amortization     (10,890)   (3,569)                (14,459)
Balance as of                                                     
December 31, 1998        10,890   124,917             -   135,807 
  Costs                 125,952                           125,952 
  1999 amortization     (10,890)  (42,829)       (3,498)  (57,217)
Balance as of                                                     
December 31, 1999      $          $ 82,088     $122,454  $204,542 


NOTE 3 - RELATED PARTY TRANSACTIONS                                             

The Company leases its office space from a Shareholder of the Company.
This space is leased on a month to month basis for 3,000 per month.  Lease      
payments made under this arrangement were 34,800 and $21,800 in 1999 and 1998,  
respectively.  As part of this arrangement, the Company pays the real estate    
taxes of the leased property.  Payments made by the Company for taxes were      
$9,716 and $6,033 in 1999 and 1998, respectively.                               

NOTE 4 - BANK NOTES PAYABLE                                                     

In 1997 the Company obtained a $35,000 line of credit from Star Bank. 
Outstanding borrowings accrue interest at the Bank's prime rate plus two        
percent, 10.5% as of December 31, 1999.  Outstanding borrowings under this      
agreement were  $34,794 and $21,288 at December 31, 1999 and 1998               
respectively.  The majority Shareholder has personally guaranteed this line     
of credit.  This line of credit is collateralized by substantially all          
business assets of the Company.                                                 

In 1999 the Company obtained an $80,000 line of credit from Huntington
Bank. Outstanding borrowings accrue interest at the Bank's prime rate plus one- 
half of one percent. During 1999 this line of credit was converted into a       
$100,000 commercial note.  Outstanding borrowings under this agreement were     
$81,100 at December 31, 1999.  The majority Shareholder has personally          
guaranteed this line of credit.  This loan is collateralized by substantially   
all business assets of the Company.                                             

NOTE 5 - SHAREHOLDERS' EQUITY                                                   

The Company has one class of Common Stock with no par value.  As of   
December 31, 1998 and 1999 the Company had 1,000 authorized shares of Common    
Stock with 100 shares issued and 56 shares outstanding.                         

During 1998 the Company repurchased 44 shares of its stock for $75,000
which included a forgiveness of indebtedness from the former Shareholder of     
$25,000.  Treasury stock is accounted for using the cost method.                
In connection with the purchase of the stock, the Company entered into a        
consulting agreement with the former Shareholder.  In addition, the former      
Shareholder could receive additional consideration from the Company if          
substantially all of its assets are sold within predetermined timeframes from   
the stock redemption date.  With the passage of time through December 31,       
1999, the Company's potential liability is limited to $50,000 and this          
liability is eliminated if the Company's assets are sold after May 14, 2000.    

NOTE 6 - PROFIT SHARING PLAN                                                    

The Company established a profit sharing and 401(k) plan Covering     
substantially all employees in 1997.  The Company may make annual               
discretionary contributions to the plan based on participants' contributions.   
The Company's contribution to this plan was $1,018 in 1998, and $-0- for 1999.  

NOTE 7 - INCOME TAX EXPENSES (BENEFITS)                                         

Income tax expenses (benefits) are comprised of the following:                  

                                                                [Download Table]


                                         Year Ended December 31   
                                          1999              1998  
                                                                  
Taxes current payable (refundable):                               
  Federal                                $   -           ($20,472)
  State and local                           60                 58 
                                            60            -20,414 
Deferred income taxes                   -2,877              9,674 
Total income tax benefits              ($2,817)          ($10,740)


At December 31, 1999 and 1998, deferred income tax liabilities result from      
temporary differences in the recognition of income and expense for tax and      
financial reporting purposes.  These differences consist principally of the     
difference between accrual basis accounting for financial reporting purposes    
and the cash basis for tax purposes.                                            

                                                                [Download Table]


                     TWILIGHT PRODUCTIONS, LTD.                         

                           BALANCE SHEET                                
                            UNAUDITED)                                  

                                                  March 31,             
                                             2000          1999         
                                                                        
                   A S S E T S                                          

CURRENT ASSETS                                                          
  Cash and cash equivalents                216,151       329,880        
  Film costs                                     -       259,763        
  Interest receivable                            -           625        

      Total current assets                 216,151       590,268        

PROPERTY AND EQUIPMENT                                                  
  Office equipment                           2,486         2,486        
  Accumulated depreciation                   2,486         2,154        

    Depreciated cost                             -           332        

ORGANIZATION COSTS - NET                         -            26        

      Total assets                         216,151       590,626        

      LIABILITIES AND SHAREHOLDERS' EQUITY                              

SHAREHOLDERS' EQUITY                                                    
  Common stock                                 619           619        
  Additional paid-in capital               968,239       968,239        
  Accumulated deficit                     -752,707      -378,232        

       Total shareholders' equity          216,151       590,626        

       Total liabilities and shareholders'                              
       equity                              216,151       590,626        

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


                                                                [Download Table]


                    TWILIGHT PRODUCTIONS, LTD.                          
            STATEMENT OF INCOME AND ACCUMULATED DEFICIT                 
                          (UNAUDITED)                                   

                                                Quarter Ended           
                                                   March 31,            
                                                                        
                                               2000         1999        

REVENUES                                                                
  Interest income                              1,632        3,980       

     Total revenues                            1,632        3,980       

OPERATING EXPENSES                                                      
  General and administrative expenses         15,147       31,104       

     Total operating expenses                 15,147       31,104       

NET LOSS                                     (13,515)     (27,124)      

    Accumulated deficit, beginning of       (739,192)    (351,108)      
    quarter                                                             

ACCUMULATED DEFICIT, END OF QUARTER         (752,707)    (378,232)      

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


                                                                [Download Table]


                    TWILIGHT PRODUCTIONS, LTD.                          
                      STATEMENT OF CASH FLOWS                           
                          (UNAUDITED)                                   

                                                  Quarter Ended         
                                                    March 31,           
                                              2000          1999        
                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES                                    
  Net loss                                   (13,515)     (27,124)      
  Adjustments to reconcile net loss to cash                             
    used in operating activities:                                       
    Decrease in cash arising from                                       
    changes in assets and liabilities:                                  
    Film costs                                     -       (4,644)      
    Net cash used in operating activities    (13,515)     (31,768)      

NET DECREASE IN CASH AND CASH EQUIVALENTS    (13,515)     (31,768)      

  Cash and cash equivalents, beginning of                               
  quarter                                    229,666      361,648       

CASH AND CASH EQUIVALENTS, END OF QUARTER    216,151      329,880       

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


TWILIGHT PRODUCTIONS, LTD.            
NOTES TO FINANCIAL STATEMENTS           
QUARTERS ENDED MARCH 31, 2000 AND 1999            

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

NATURE OF OPERATIONS - Twilight Productions, Ltd. Develops movies for 
resale.  During the fourth quarter of 1999, the Company charged to expense      
$276,050, the entire cost of two movies the Company had produced for resale.    
On April 10, 2000 the Company merged with EDICT Systems, Inc. (See also         
Note 3).                                                                        

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

CASH AND CASH EQUIVALENTS - The Company classifies as cash equivalents
all highly liquid investments with original maturities of three months or less. 

NOTE 2 - RELATED PARTY TRANSACTIONS                                             

  The Company uses the offices of its President at no cost to the Company.
The Company paid approximately $15,000 and $30,000 to two officers/directors    
for services rendered during the quarters ended March 31, 2000 and 1999,        
respectively.                                                                   

NOTE 3 - SHAREHOLDERS' EQUITY AND SUBSEQUENT EVENT                              

   The Company had 20,000,000 authorized shares of common stock with 619,173
shares issued and outstanding as of March 31, 2000 and 1999, respectively.      

On April 10, 2000, Edict Systems, Inc. entered into a merger agreement
with Twilight.  The merger agreement provides for a business combination        
between Twilight and Edict in which Edict will become a wholly owned            
subsidiary of Twilight.  Under the terms of the merger, Edict's issued and      
outstanding shares were exchanged for 4,359,000 Twilight shares.  The merger    
is intended to qualify as a pooling of interest for accounting purposes and as  
a tax free reorganization for federal income tax purposes.                      

In connection with the merger described above, Twilight assigned all  
rights, title and interest in and to the two films it had produced to Chaverim  
Productions, Ltd. (a related party) in exchange for Twilight's release from     
any and all obligations and liabilities arising from the production of the      
films.                                                                          

   As part of the merger, Twilight entered into a service agreement with HFG
whereby HFG would provide services to Twilight in support of the Merger and     
post-merger services relating to public relations,investor relations, and       
assisting with regulatory filing requirements.  HFG will be compensated for     
these services by the issuance of 400,000 shares of Twilight's common stock.    
Subsequent to the issuance of shares to Edict and HFG, as described above, the  
former Edict shareholders own approximately 81% of Twilight's issued and        
outstanding shares.  Immediately following the merger, the sole business of     
Twilight consisted of the business of Edict.                                    

  Also on April 10, 2000, Twilight entered into a stock purchase agreement
with HFG and Art Howard Beroff  ("Beroff"), a former director and officer of    
Twilight prior to the merger with Edict.  The stock purchase agreement          
requires HFG and Beroff, or their designees, to each purchase 141,500 shares    
of Twilight for $150,000 each on or before July 5, 2000 resulting in            
Twilight's issuance of 283,000 shares of common stock for an aggregate          
consideration of $300,000 (approximately $1.06 per share).  This offering was   
made pursuant to Section 4(2) of the Securities Act of 1933.  HFG and Beroff    
have not as yet met their obligation to purchase the additional shares.  The    
date of purchase has been delayed by agreement of the parties and shall occur   
within 5 days after the filing of a Form 10SB by Twilight.                      

NOTE 4 - INCOME TAXES                                                           

No current provision for income taxes is made due to net operating    
losses.  The Company currently has a substantial net operating loss carry-      
forward.  The Company has recorded a 100% valuation allowance against net       
deferred tax assets due to uncertainty of their ultimate recognition.           
Furthermore, the merger described in Note 3 will likely place additional        
significant limitations on the ultimate utilization of net operating loss       
carryforwards.                                                                  

INDEPENDENT AUDITORS' REPORT                                                    

Edict Systems, Inc.                                                             
Dayton, Ohio                                                                    

We have audited the accompanying balance sheets of Edict Systems, Inc. as of    
December 31, 1999, 1998, and 1997 and the related statements of income and      
retained earnings, and cash flows for the years 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 audits.                                                                     

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

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Edict Systems, Inc. as of      
December 31, 1999, 1998, and 1997, and the results of its operations and its    
cash flows for the years then ended in conformity with generally accepted       
accounting principles.                                                          

/s/  Battelle & Battelle LLP                                                    

March 15, 2000                                                                  

                                                                [Download Table]


                        EDICT SYSTEMS, INC.                             
                           BALANCE SHEET                                
                            (UNAUDITED)                                 

                                                    March 31,           
                                                2000        1999        
                                                                        
                            A S S E T S                                 
CURRENT ASSETS                                                          
  Cash and cash equivalents                    13,724      26,168       
  Accounts receivable, net                    108,052      79,705       
  Refundable income tax                        11,844      12,640       
  Deferred income taxes                         7,754       7,885       
  Prepaid expenses                              9,811       3,000       
      Total current assets                    151,185     129,398       

SOFTWARE DEVELOPMENT COSTS, net               183,339     134,703       

PROPERTY AND EQUIPMENT                                                  
  Office equipment                            148,603     117,464       
    Less accumulated depreciation             103,425      83,305       
      Depreciated cost                         45,178      34,159       
      Total assets                            379,702     298,260       

           LIABILITIES AND SHAREHOLDERS' EQUITY                         
CURRENT LIABILITIES                                                     
  Bank notes payable                          130,341           -       
  Other note payable                           50,000           -       
  Accounts payable                             72,897      53,831       
  Accrued expenses                             37,329      19,413       
  Deferred revenue                            147,025     169,954       
      Total current liabilities               437,592     243,198       

(ACCUMULATED DEFICIT) SHAREHOLDERS' EQUITY                              
  Common stock                                  2,000       2,000       
  Treasury stock                              (75,000)    (75,000)      
  Retained earnings                            15,110     128,062       
       Total (accumulated deficit)                                      
       shareholders' equity                   (57,890)     55,062       

       Total liabilities and (accumulated                               
       deficit) shareholders' equity          379,702     298,260       

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

                                                                [Download Table]


                        EDICT SYSTEMS, INC.                             
             STATEMENT OF INCOME AND RETAINED EARNINGS                  
                            (UNAUDITED)                                 

                                                Quarter Ended           
                                                   31-Mar               
                                            2000            1999        
                                                                        
REVENUES                                                                
  Product sales and license fees           199,043        167,133       
  Other income                                 580          5,819       

     Total revenues                        199,623        172,952       

OPERATING EXPENSES                                                      
  Cost of sales                              9,025          7,779       
  Salaries and benefits                    211,027        126,442       
  General and administrative expenses       39,408         33,492       
  Depreciation                               5,100          5,006       
  Amortization                              21,203         13,429       
  Bad debt expense                          10,000          5,000       
  Interest                                   5,866            882       

     Total operating expenses              301,629        192,030       

LOSS BEFORE TAXES                         (102,006)       (19,078)      

INCOME TAXES (BENEFIT) PROVISION                                        
  Current                                  (11,844)         7,832       
  Deferred                                  (8,659)       (11,667)      

    Income tax benefit                     (20,503)        (3,835)      

NET LOSS                                   (81,503)       (15,243)      

    Retained earnings, beginning of quarter 96,613        143,305       

RETAINED EARNINGS, END OF QUARTER           15,110        128,062       

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


                                                                [Download Table]


                        EDICT SYSTEMS, INC.                             
                      STATEMENT OF CASH FLOWS                           
                             (UNAUDITED)                                

                                              Quarter Ended             
                                                March 31,               
                                            2000             1999       
                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES                                    
  Net loss                                 (81,503)       (15,243)      
Adjustments to reconcile net loss to                                    
cash used in provided by operating                                      
activities:                                                             
      Depreciation                           5,100          5,006       
      Amortization                          21,203         13,429       
Deferred income tax benefit                 (8,659)       (11,667)      
Increase (decrease) in cash arising from                                
changes in assets and liabilities:                                      
      Accounts receivable                   14,117         62,590       
      Other assets                           2,206         (3,000)      
      Accounts payable                       9,480        (16,762)      
(Refundable) provision for current income  (11,844)         7,832       
      Accrued expenses                       18,221        10,431       
      Deferred revenue                     (21,699)         1,751       
Net cash (used in) provided by operating   (53,378)        54,367       

CASH FLOWS FROM INVESTING ACTIVITIES                                    
  Purchases of equipment                      (765)       (11,133)      
  Software costs capitalized                      -       (12,326)      
Net cash used in investing activities          -765       (23,459)      

CASH FLOWS FROM FINANCING ACTIVITIES                                    
Borrowings on bank line of credit and                                   
   Other note payable                        65,612              -      
Payments on bank line of credit              (1,165)      (21,288)      
Net cash provided by (used in) financing     64,447       (21,288)      
      activities                                                        

NET INCREASE IN CASH AND CASH EQUIVALENTS    10,304         9,620       
Cash and cash equivalents, beginning of q     3,420        16,548       

CASH AND CASH EQUIVALENTS, END OF QUARTER    13,724        26,168       

SUPPLEMENTAL DISCLOSURE OF CASH FLOW ITEMS                              
  Interest paid                               4,199           882       

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


EDICT SYSTEMS INC.            
NOTES TO FINANCIAL STATEMENTS             
QUARTERS ENDED MARCH 31, 2000 AND 1999              

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

NATURE OF OPERATIONS - Edict Systems, Inc. develops and markets       
electronic data interchange and electronic commerce software products and       
services that enable its customers to send and receive business documents       
electronically in a standard format.  Customers consist of businesses across a  
number of industries throughout the United States.                              

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

  CASH EQUIVALENTS - The Company classifies as cash equivalents all highly
liquid investments with original maturities of three months or less.            

ACCOUNTS RECEIVABLE - Accounts receivable are reported net of the     
allowance for uncollectible accounts.  The allowance for uncollectible          
accounts was $40,000 and $25,000 at March 31, 2000 and 1999 respectively.       

PROPERTY AND EQUIPMENT - Property and equipment are carried at cost.  
Costs of normal maintenance and repairs are charged to expense as incurred.     
Impairment of asset value is recognized whenever events or changes in           
circumstances indicate that the carrying amount of an asset may not be          
recoverable.  Depreciation is provided using accelerated methods for financial  
reporting purposes at rates based on useful lives of five to seven years.       
Depreciation expense was $5,100 and $5,007 in the quarters ended March 31,      
2000 and 1999 respectively.                                                     

REVENUE RECOGNITION - Revenue from product sales are recorded when the
product is shipped and the services are performed. Ongoing license fees are     
recognized ratably over the contract period.                                    

  DEFERRED INCOME TAXES - Deferred income taxes are provided for temporary
differences in recognition of assets and liabilities for financial statements   
and for income tax purposes.  In addition, deferred income taxes are provided   
to recognize future tax benefits of tax credits and net operating loss          
carryforwards, to the extent realization of such benefits is more likely than   
not.                                                                            

NOTE 2 - SOFTWARE DEVELOPMENT COSTS                                             

The Company capitalizes certain software development costs that are   
amortized by the straight-line method over the remaining estimated economic     
lives of the software product, which is generally estimated to be three years.  
Capitalized software costs amounted to $287,108 and  $173,482 at March 31,      
2000 and March 31, 1999, respectively and the related accumulated amortization  
was $103,769 and $38,779, respectively.                                         

Software costs consists of the following:                             

                                                                [Download Table]


                                 Bar Code                                      
                                 Label      Formula One   Enterprise           
                                 Matrix     For Windows       EC      Total    
                                                                               
Quarter Ended                                                                  
March 31, 2000                                                                 

 Costs capitalized:                                                            

Balance as of December 31, 1999 $32,670      $128,486     $125,952    $287,108 
    Costs incurred                    -             -            -           - 
 Balance as of March 31, 2000   $32,670      $128,486     $125,952    $287,108 
Accumulated amortization:                                                      
Balance as of December 31,1999  $32,670      $ 46,398     $  3,498    $ 82,566 
  Amortization                        -        10,707       10,496      21,203 
Balance as of March 31, 2000    $32,670      $ 57,105     $ 13,994    $103,769 
Net:                                                                           
Balance as of December 1999     $     -      $ 82,088     $122,454    $204,542 
  Costs incurred                      -             -            -           - 
  Amortization                        -       (10,707)     (10,496)    (21,203)
Balance as of March 31, 2000    $     -      $ 71,381     $111,958    $183,339 

Quarter Ended March 31, 1999                                                   
 Costs capitalized:                                                            
Balance as of December 31, 1998 $32,670      $128,486     $      -    $161,156 
    Costs incurred                    -             -       12,326      12,326 
Balance as of March 31, 1999    $32,670      $128,486     $ 12,326    $173,482 
 Accumulated amortization:                                                     
     Balance as of December 31, $21,780      $  3,569     $      -    $ 25,349 
     Amortization                 2,723        10,707            -      13,430 
Balance as of March 31, 1999    $24,503      $ 14,276     $      -    $ 38,779 
  Net:                                                                         
Balance as of December 1998     $10,890      $124,916     $      -    $135,806 
     Costs incurred                   -             -       12,326      12,326 
     Amortization                (2,722)      (10,707)           -     (13,429)
Balance as of March 31, 1999    $ 8,168      $114,209     $ 12,326    $134,703 


NOTE 3 - RELATED PARTY TRANSACTIONS                                             

The Company leases its office space from a shareholder of the Company.
This space is leased on a month to month basis for 3,000 per month.  Lease      
payments made under this arrangement were $9,000 and $7,880, in the quarters    
ended March 31, 2000 and 1999 respectively.  As part of this arrangement, the   
Company pays the real estate taxes of the leased property.  Payments made by    
the Company for taxes were $1,677 and $1,637 in the quarters ended March 31,    
2000 and 1999 respectively.                                                     

NOTE 4 - BANK NOTES PAYABLE AND OTHER NOTE PAYABLE                              

In 1997 the Company obtained a $35,000 line of credit from Star Bank. 
Outstanding borrowings accrue interest at the Bank's prime rate plus two        
percent, 10.75% as of March 31, 2000.  Outstanding borrowings under this        
agreement were $33,629 and $0 at March 31, 2000 and 1999, respectively.  The    
majority shareholder has personally guaranteed this line of credit.  This line  
of credit is collateralized by substantially all business assets of the Company.

In 1999 the Company obtained an $80,000 line of credit from Huntington
Bank. Outstanding borrowings accrue interest at the Bank's prime rate plus one- 
half of one percent, 9.25% at March 31, 2000. During 1999 this line of credit   
was converted into a $100,000 commercial note.  Outstanding borrowings under    
this agreement were $96,712 and  $0 at March 31, 2000 and 1999, respectively.   
The majority shareholder has personally guaranteed this line of credit.  This   
loan is collateralized by substantially all business assets of the Company.     

On February 2, 2000 the Company borrowed $50,000 from an unrelated    
corporation.  Outstanding borrowings accrue interest at the rate of 10% per     
year.  The note and interest are due August 3, 2000 and is collateralized by    
property owned by the Company's President.                                      

NOTE 5 - SHAREHOLDERS' EQUITY AND SUBSEQUENT EVENT                              

 The Company had 1,000 authorized shares of common stock with 100 shares
issued and 56 shares outstanding as of  March 31, 2000 and 1999, respectively.  
Treasury stock is accounted for using the cost method.                          

On April 10, 2000, the Company entered into a merger agreement with   
Twilight Productions, Ltd.  The merger agreement provides for a business        
combination between Twilight and the Company in which Edict will become a       
wholly owned subsidiary of Twilight.  Under the terms of the merger, the        
Company's issued and outstanding shares were exchanged for 4,359,000 Twilight   
shares.  The merger is intended to qualify as a pooling of interest for         
accounting purposes and as a tax free reorganization for federal income tax     
purposes.                                                                       

In connection with the merger described above, Twilight assigned all  
rights, title and interest in and to the two films it had produced to Chaverim  
Productions, Ltd. , an entity owned by the officers and directors of Twilight,  
in exchange for Twilight's release from any and all obligations and             
liabilities arising from the production of the films.                           

   As part of the merger, Twilight entered into a service agreement with HFG
whereby HFG agreed to provide services to Twilight in support of the Merger     
and post-merger services relating to public relations, investor relations, and  
assisting with regulatory filing requirements.  HFG will be compensated for     
these services by the issuance of 400,000 shares of Twilight's common stock.    
Subsequent to the issuance of shares to Edict and HFG, as described above, the  
former Edict shareholders own approximately 81% of Twilight's issued and        
outstanding shares.  Immediately following the merger, the sole business of     
Twilight consisted of the business of Edict.                                    

  Also on April 10, 2000, Twilight entered into a stock purchase agreement
with HFG and Art Howard Beroff  ("Beroff"), a former director and officer of    
Twilight prior to the merger with Edict.  The stock purchase agreement          
requires HFG and Beroff, or their designees,  to each purchase 141,500 shares   
of Twilight for $150,000 each on or before July 5, 2000 resulting in            
Twilight's issuance of 283,000 shares of common stock for an aggregate          
consideration of $300,000 (approximately $1.06 per share).  This offering as    
made pursuant to Rule 504 under the Securities Act.  HFG and Beroff have not    
as yet met their obligation to purchase the additional shares.  The date of     
purchase has been delayed by agreement of the parties and shall occur within 5  
days after the filing of a Form 10SB by Twilight.                               

NOTE 6 - PROFIT SHARING PLAN                                                    

   In 1997 the Company established a profit sharing and 401(k) plan covering
substantially all employees.   The Company may make annual discretionary        
contributions to the plan based on participants' contributions.  The Company    
made no contributions to the plan in the quarters ended March 31, 2000 and      
1999 respectively.                                                              

NOTE 7 - INCOME TAX EXPENSES (BENEFIT)                                          

Income tax expenses (benefits) are comprised of the following:        

                                                                [Download Table]


                                     Quarter Ended March 31,
                                       2000           1999  
                                                            
Taxes current payable (refundable):                         
  Federal                          $  (8,839)       $ 5,845 
  State and local                     (3,005)         1,987 
                                     (11,844)         7,832 
Deferred income taxes                 (8,659)       (11,667)
Total income tax benefits          $ (20,503)       $(3,835)


At March 31, 2000 and March 31, 1999, deferred income tax assets and  
liabilities result from temporary differences in the recognition of income and  
expense for tax and financial reporting purposes.  These differences consist    
principally of the difference between accrual basis accounting for reporting    
purposes and the cash basis for tax purposes.                                   

                                                                [Download Table]


                 TWILIGHT PRODUCTIONS, LTD. & SUBSIDIARY                
                       CONSOLIDATED BALANCE SHEET                       
                             (UNAUDITED)                                

                                                    30-June,            
                                                2000        1999        
                                                                        
                            A S S E T S                                 
CURRENT ASSETS                                                          
  Cash and cash equivalents                    67,211     318,157       
  Accounts receivable, net                    153,544     119,160       
  Refundable income tax                         2,651      21,350       
  Film costs                                        -     263,849       
  Deferred income taxes                        81,100       1,452       
  Prepaid expenses                              3,108       7,630       
      Total current assets                    307,614     731,598       

SOFTWARE DEVELOPMENT COSTS, net               162,134     136,785       

PROPERTY AND EQUIPMENT                                                  
  Office equipment                            161,503     129,173       
    Less accumulated depreciation             109,379      90,465       
      Depreciated cost                         52,124      38,708       
      Total assets                            521,872     907,091       

           LIABILITIES AND SHAREHOLDERS' EQUITY                         
CURRENT LIABILITIES                                                     
  Bank notes payable                          131,006      41,032       
  Other note payable                           50,000           -       
  Accounts payable                             89,532      36,978       
  Accrued expenses                             27,580      36,994       
  Deferred revenue                            213,444     182,667       
      Total current liabilities               511,562     297,671       

SHAREHOLDERS' EQUITY                                                    
  Common stock                                  5,378       5,378       
  Paid-in capital                           1,190,480     890,480       
  Stock subscriptions receivable                 (300,000)              
  Retained earnings (deficit)                (885,548)   (286,438)      
       Total shareholders' equity              10,310     609,420       

       Total liabilities and                                            
       shareholders' equity                   521,872     907,091       

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

                                                                [Download Table]


                 TWILIGHT PRODUCTIONS, LTD. & SUBSIDIARY                      
   CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)       
                              (UNAUDITED)                                     

                                  Three Months Ended       Six Months Ended   
                                       30-June                30-June         
                                 2000          1999        2000         1999  
                                                                              
REVENUES                                                                      
Product sales and license fees 165,136       189,591    364,179       356,724 
  Other income                   6,210         4,000      8,422        13,799 
     Total revenues            171,346       193,591    372,601       370,523 

OPERATING EXPENSES                                                            
  Cost of sales                  5,377         1,070     14,402         8,849 
Salaries and benefits          215,771       137,177    426,798       263,619 
General and administration     104,138        74,042    158,693     138,638   
  Depreciation                   5,954         5,007     11,054        10,013 
  Amortization                  21,203        13,430     42,406        26,859 
  Bad debt expense              25,000             -     35,000         5,000 
  Interest                       6,007         1,410     11,873         2,292 
Total operating expenses       383,450       232,136    700,226       455,270 

LOSS BEFORE TAXES             (212,104)      (38,545)  (327,625)      (84,747)

Income tax benefits            (64,153)       (2,277)   (84,656)       (6,112)

NET LOSS                      (147,951)      (36,268)  (242,969)      (78,635)

Retained (deficit) earnings,                                                  
   beginning of period        (737,597)     (250,170)  (642,579)     (207,803)

RETAINED (DEFICIT) EARNINGS,                                                  
    END OF PERIOD             (885,548)     (286,438)  (885,548)     (286,438)

LOSS PER SHARE                                                                
  Basic                          (0.03)        (0.01)     (0.05)        (0.01)
  Diluted                        (0.03)        (0.01)     (0.04)        (0.01)

Average Shares Outstanding                                                    
  Basic                      5,378,173     5,378,173  5,378,173     5,378,173 
  Diluted                    5,661,173     5,661,173  5,661,173     5,661,173 

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


                                                                [Download Table]


                  TWILIGHT PRODUCTIONS, LTD. & SUBSIDIARY               
                   CONSOLIDATED STATEMENT OF CASH FLOWS                 
                             (UNAUDITED)                                

                                            Six Months Ended            
                                                30-June                 
                                            2000             1999       
                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES                                    
  Net loss                                (242,969)      (78,635)       
Adjustments to reconcile net loss to                                    
cash used in operating                                                  
activities:                                                             
      Depreciation                          11,054         10,013       
      Amortization                          42,406         26,859       
Deferred income tax benefit                (84,656)        (6,112)      
Increase (decrease) in cash arising from                                
changes in assets and liabilities:                                      
      Accounts receivable                  (31,374)        23,760       
      Film costs                                           (8,731)      
      Other assets                           8,909         (7,604)      
      Accounts payable                      26,115        (33,615)      
      Accrued expenses                       8,472         28,011       
      Deferred revenue                      44,720         14,464       
Net cash used in operating activities     (217,323)       (31,590)      

CASH FLOWS FROM INVESTING ACTIVITIES                                    
  Purchases of equipment                   (13,664)       (20,356)      
  Software costs capitalized                      -       (27,837)      
Net cash used in investing activities      (13,664)       (48,193)      

CASH FLOWS FROM FINANCING ACTIVITIES                                    
Borrowings on bank line of credit and                                   
   Other note payable                        67,358        41,856       
Payments on bank line of credit              (2,246)      (22,112)      
Net cash provided by financing                                          
      activities                             65,112        19,744       

NET DECREASE IN CASH AND CASH EQUIVALENTS  (165,875)      (60,039)      
Cash and cash equivalents, beginning of                                 
  period                                    233,086       378,196       

CASH AND CASH EQUIVALENTS, END OF PERIOD     67,211       318,157       

SUPPLEMENTAL DISCLOSURE OF CASH FLOW ITEMS                              
  Interest paid                               9,873         2,292       

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


TWILIGHT PRODUCTIONS, LTD. & SUBSIDIARY           
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          
SIX MONTHS ENDED JUNE 30, 2000 AND 1999             

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

    NATURE OF OPERATIONS - Twilight Productions, Ltd. through its wholly-owned
subsidiary, Edict Systems, Inc., develops and markets electronic data           
interchange and electronic commerce software products and services that enable  
its customers to send and receive business documents electronically in a        
standard format.  Customers consist of businesses across a number of            
industries throughout the United States.                                        

     PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
the accounts of Twilight Productions, Ltd. and its wholly-owned subsidiary,     
Edict Systems, Inc.  Intercompany accounts and transactions are eliminated in   
consolidation.                                                                  

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

  CASH EQUIVALENTS - The Company classifies as cash equivalents all highly
liquid investments with original maturities of three months or less.            

ACCOUNTS RECEIVABLE - Accounts receivable are reported net of the     
allowance for uncollectible accounts.  The allowance for uncollectible          
accounts was $60,000 and $25,000 at June 30, 2000 and 1999 respectively.        

PROPERTY AND EQUIPMENT - Property and equipment are carried at cost.  
Costs of normal maintenance and repairs are charged to expense as incurred.     
Impairment of asset value is recognized whenever events or changes in           
circumstances indicate that the carrying amount of an asset may not be          
recoverable.  Depreciation is provided using accelerated methods for financial  
reporting purposes at rates based on useful lives of five to seven years.       
Depreciation expense was $11,054 and $10,013 in the six months ended June 30,   
2000 and 1999 respectively.                                                     

REVENUE RECOGNITION - Revenue from product sales are recorded when the
product is shipped and the services are performed. Ongoing license fees are     
recognized ratably over the contract period.                                    

  DEFERRED INCOME TAXES - Deferred income taxes are provided for temporary
differences in recognition of assets and liabilities for financial statements   
and for income tax purposes.  In addition, deferred income taxes are provided   
to recognize future tax benefits of tax credits and net operating loss          
carryforwards, to the extent realization of such benefits is more likely than   
not.                                                                            

NOTE 2 - BUSINESS COMBINATIONS                                                  

On April 10, 2000, Twilight Productions, Ltd. (Twilight) and Edict    
Systems, Inc. (Edict) entered into a merger agreement.  The merger agreement    
provides for a business combination between Twilight and Edict in which Edict   
became a wholly owned subsidiary of Twilight.  Under the terms of the merger,   
Edict's issued and outstanding shares were exchanged for 4,359,000 Twilight's   
shares.                                                                         

In connection with the merger described above, Twilight assigned all  
rights, title and interest in and to the two films it had produced to Chaverim  
Productions, Ltd., an entity owned by the former officers and directors of      
Twilight, in exchange for Twilight's release from any and all obligations       
and liabilities arising from the production of the films.                       

As part of the merger, Twilight entered into an agreement with HFG, a 
financial services provider, whereby HFG agreed to provide services to          
Twilight in support of the merger and post-merger services relating to public   
relations, investor relations, and assisting with regulatory filing             
requirements.  HFG was compensated for these services by the issuance of        
400,000 shares of Twilight's common stock.                                      

 Also on April 10, 2000, Twilight entered into an agreement with HFG and
Art Howard Beroff ("Beroff"), a former director and officer of Twilight prior   
to the merger with Edict.  The stock purchase agreement requires HFG and        
Beroff, or their designees, to each purchase 141,500 shares of Twilight for     
$150,000 each resulting in Twilight's issuance of 283,000 shares of common      
stock for an aggregate consideration of $300,000 (approximately $1.06 per       
share).  This offering was made pursuant to Rule 504 under the Securities       
Act.                                                                            

The merger has been accounted for as a pooling of interests, and      
accordingly all financial statements for periods prior to the effective date    
of the merger have been restated to include the combined results of             
operations, financial position and cash flows of Twilight and Edict.            
For Federal income tax purposes, the merger is expected                         
to be accounted for as a tax free reorganization.                               

 The following information presents certain income statement data of the
separate companies for the periods preceding the merger:                        

                                                                [Download Table]


                                                        March 31, 2000 
                                       1999      1998       (Unaudited)
                                                                       
Net sales                                                              
  Edict                              $815,197  $675,056       $199,043 
  Twilight                                  0         0              0 
    Total                            $815,197  $675,056       $199,043 
Net income (loss)                                                      
  Edict                             $ (46,692) $  1,422       $(81,503)
  Twilight                           (388,084)  (96,912)       (13,515)
    Total                           $(434,776) $(95,490)      $(95,018)

NOTE 3 - SOFTWARE DEVELOPMENT COSTS                                             

The Company capitalizes certain software development costs that are   
amortized by the straight-line method over the remaining estimated economic     
lives of the software product, which is generally estimated to be three years.  
Capitalized software costs amounted to $287,108 and  $188,994 at June 30,       
2000 and June 30, 1999, respectively, and the related accumulated amortization  
was $124,972 and $52,208, respectively.                                         

Software costs consists of the following:                             

                                                                [Download Table]


                                 Bar Code                                      
                                 Label      Formula One   Enterprise           
                                 Matrix     For Windows       EC      Total    
                                                                               
Six Months Ended                                                               
June 30, 2000                                                                  

Costs capitalized:                                                             
Balance as of December 31, 1999 $32,670      $128,486     $125,952    $287,108 
    Costs incurred                    -             -            -           - 
 Balance as of June 30, 2000    $32,670      $128,486     $125,952    $287,108 
Accumulated amortization:                                                      
Balance as of December 31,1999  $32,670      $ 46,398     $  3,498    $ 82,566 
  Amortization                        -        21,414       20,992      42,406 
Balance as of June 30, 2000     $32,670      $ 67,812     $ 24,490    $124,972 
 Net:                                                                          
Balance as of December 1999     $     -      $ 82,088     $122,454    $204,542 
  Costs incurred                      -             -            -           - 
  Amortization                        -       (21,414)     (20,992)    (42,406)
Balance as of June 30, 2000     $     -      $ 60,674     $101,462    $162,136 

Six Months Ended                                                               
June 30, 1999                                                                  

 Costs capitalized:                                                            
Balance as of December 31, 1998 $32,670      $128,486     $      -    $161,156 
    Costs incurred                    -             -       27,838      27,838 
Balance as of June 30, 1999     $32,670      $128,486     $ 27,838    $188,994 
 Accumulated amortization:                                                     
Balance as of December 31, 1998 $21,780      $  3,569     $      -    $ 25,349 
     Amortization                 5,445        21,414            -      26,859 
Balance as of June 30, 1999     $27,225      $ 24,983     $      -    $ 52,208 
  Net:                                                                         
Balance as of December 1998     $10,890      $124,916     $      -    $135,806 
     Costs incurred                   -             -       27,838      27,838 
     Amortization                (5,445)      (21,414)           -     (26,859)
Balance as of June 30, 1999     $ 5,445      $103,502     $ 27,838    $136,785 


NOTE 4 - RELATED PARTY TRANSACTIONS                                             

The Company leases its office space from a shareholder of the Company.
This space is leased on a month to month basis for $3,000 per month.  Lease     
payments made under this arrangement were $18,000 and $16,800, in the six       
months ended June 30, 2000 and 1999, respectively.  As part of this             
arrangement, the Company pays the real estate taxes of the leased property.     
Payments made by the Company for taxes were $3,522 and $1,637 in the six        
months ended June 30, 2000 and 1999 respectively.                               

NOTE 5 - BANK NOTES PAYABLE AND OTHER NOTE PAYABLE                              

  In 1997 the Company obtained a $35,000 line of credit from Firstar Bank.
Outstanding borrowings accrue interest at the Bank's prime rate plus two        
percent, 11.5% at June 30, 2000.  Outstanding borrowings under this             
agreement were $34,311 and $2,305 at June 30, 2000 and 1999, respectively.      
The majority shareholder has personally guaranteed this line of credit.         
This line of credit is collateralized by substantially all assets of the        
Company.                                                                        

In 1999 the Company obtained an $80,000 line of credit from Huntington
Bank. Outstanding borrowings accrue interest at the Bank's prime rate plus one- 
half of one percent, 10% at June 30, 2000.  During 1999 this line of credit     
was converted into a $100,000 commercial note.  Outstanding borrowings under    
this agreement were $96,695 and $38,727 at June 30, 2000 and 1999,              
respectively.  The majority shareholder has personally guaranteed this line     
of credit.  This loan is collateralized by substantially all assets of the      
Company.                                                                        

On February 2, 2000 the Company borrowed $50,000 from an unrelated    
corporation.  Outstanding borrowings accrue interest at the rate of 10% per     
year.  The note and interest are due August 3, 2000 and is collateralized by    
property owned by the Company's President.                                      

NOTE 6 - PROFIT SHARING PLAN                                                    

   In 1997 the Company established a profit sharing and 401(k) plan covering
substantially all employees.   The Company may make annual discretionary        
contributions to the plan based on participants' contributions.  The Company    
made no contributions to the plan in the six months ended June 30, 2000 and     
1999 respectively.                                                              

NOTE 7 - INCOME TAX BENEFIT                                                     

Income tax benefits are comprised of the following:                   

                                                                [Download Table]


                                     Six Months Ended June 30,
                                       2000           1999    
                                                              
Taxes currently refundable:                                   
  Federal                          $   2,651        $     -   
  State and local                          -              -   
                                       2,651              -   
Deferred income taxes                 82,005          6,112   
Total income tax benefits          $  84,656        $ 6,112   


At June 30, 2000 and June 30, 1999 deferred income tax assets result  
from the recognition of income tax benefits of tax credits and                  
net operating loss carryforwards, to the extent realization of such             
benefits is more likely than not.                                               

                                                                [Download Table]


                        PRO FORMA FINANCIAL INFORMATION                      
                              EDICT SYSTEMS, INC.                            
           PRO FORMA CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 1999         
                  AS IF THE MERGER OCCURRED ON JANUARY 1, 1999               
                                  (UNAUDITED)                                

                           Twilight       Edict                              
                         Productions     Systems      Pro Forma        Pro   
                             Ltd.          Inc.      Adjustments      Forma  
                                                                             
A S S E T S                                                                  
CURRENT ASSETS                                                               
Cash and cash equivalent    229,666        3,420     300,000<F4>      533,086
Accounts receivable, net          -      122,169                      122,169
  Other                           -       12,017                       12,017

Total current assets        229,666      137,606     300,000          667,272

SOFTWARE DEVELOPMENT COSTS        -      204,542                      204,542

PROPERTY AND EQUIPMENT                                                       
  Office equipment            2,486      147,838                      150,324
Less accumulated depreciation 2,486       98,325                      100,811

      Depreciated cost            -       49,513                       49,513

      Total assets          229,666      391,661      300,000         921,327

LIABILITIES AND SHAREHOLDERS' EQUITY                                         

CURRENT LIABILITIES                                                          
Bank notes payable                -      115,894                      115,894
  Accounts payable                -       63,417                        3,417
  Accrued expenses                -       19,108                       19,108
Deferred income taxes             -          905                          905
  Deferred revenue                -      168,724                       68,724

Total current liabilities         -      368,048                      368,048


                                                                [Download Table]
                                                                               
SHAREHOLDERS' EQUITY                                                           
  Common stock                619      2,000         (2,000)<F2>               
                                                      4,359 <F1>               
                                                        400 <F3>               
                                                        283 <F4>         5,661 
Additional paid in                                                             
   capital                968,239                     2,000 <F2>               
                                                    (75,000)<F2>               
                                                     (4,359)<F1>               
                                                       (400)<F3>               
                                                    299,717 <F4>     1,190,197 
  Treasury stock                     (75,000)        75,000 <F2>               
Retained earnings                                                              
   (deficit)             (739,192)    96,613                          (642,579)
Total shareholders'                                                            
   equity                 229,666     23,613        300,000            553,279 

Total liabilities and                                                          
   Shareholders' equity   229,666    391,661        300,000            921,327 

<FN>                                                                           
<F1>                                                                           
1.  Issuance of 4,359,000 shares pursuant to merger agreement.                 
<F2>                                                                           
2.  Cancellation of all issued and outstanding Edict Systems shares prior to   
    merger.                                                                    
<F3>                                                                           
3.  Issuance of 400,000 shares of stock to Halter Financial Group in exchange  
    for performance of specified services.                                     
<F4>                                                                           
4.  Cash from Halter Financial Group and Art Howard Beroff due on or before    
    July 5, 2000 in exchange for 283,000 shares of common stock pursuant to    
    stock purchase agreement.                                                  
<FN>                                                                           


                                                                [Download Table]


                         PRO FORMA FINANCIAL INFORMATION                       
                                EDICT SYSTEMS  INC.                            
            PRO FORMA COMBINED STATEMENT OF INCOME AND RETAINED EARNINGS       
                      FOR THE YEAR ENDED DECEMBER 31, 1999                     
                  AS IF THE MERGER OCCURRED ON JANUARY 1, 1999                 
                                  (UNAUDITED)                                  

                               Twilight       Edict                            
                             Productions     Systems      Pro Forma        Pro 
                                 Ltd.          Inc.      Adjustments      Forma
                                                                               
REVENUES                                                                       
Product sales and                                                              
   license fee                    -       815,197                      815,197 

  Interest                   11,831             -                       11,831 
  Other income                    -         9,246                        9,246 

     Total revenues          11,831       824,443                      836,274 

OPERATING EXPENSES                                                             
  Cost of sales                   -        20,877                       20,877 
Salaries and benefits             -       572,627                      572,627 
General and administration  123,865       187,409                      311,274 
  Depreciation                    -        20,026                       20,026 
  Amortization                    -        57,217                       57,217 
  Bad debt expense                -         5,000                        5,000 
  Interest                        -         9,236                        9,236 
  Miscellaneous                   -         1,560                        1,560 
Write-down of film costs    276,050             -                      276,050 

Total operating expenses    399,915       873,952                      273,867 

LOSS BEFORE                (388,084)      (49,509)                    (437,593)

    Income tax benefits           -        (2,817)                      (2,817)

NET LOSS                   (388,084)      (46,692)                    (434,776)

Retained (deficit)                                                             
   earnings, beginning                                                         
   of year                 (351,108)      143,305                     (207,803)

RETAINED (DEFICIT) EARNINGS,                                                   
    END OF YEAR            (739,192)       96,613                     (642,579)

Average Shares                                                                 
Outstanding               5,661,173     5,661,173                    5,661,173 

LOSS PER SHARE                (0.07)        (0.01)                       (0.08)


                                                                [Download Table]


                        PRO FORMA FINANCIAL INFORMATION                        
                               EDICT SYSTEMS, INC.                             
             PRO FORMA CONSOLIDATED BALANCE SHEET AT MARCH 31, 2000            
                  AS IF THE MERGER OCCURRED ON JANUARY 1, 2000                 
                                  (UNAUDITED)                                  

                                Twilight       Edict                           
                              Productions     Systems      Pro Forma      Pro  
                                  Ltd.          Inc.      Adjustments    Forma 
                                                                               
                             A S S E T S                                       
CURRENT ASSETS                                                                 
Cash and cash equivalent       216,151       13,724      300,000<F4>    529,875
Accounts receivable, net             -      108,052                     108,052
Refundable income tax                -       11,844                       1,844
Deferred income taxes                -        7,754                       7,754
  Prepaid expenses                   -        9,811                       9,811

Total current assets           216,151      151,185      300,000        667,336

SOFTWARE DEVELOPMENT COSTS, net             183,339                     183,339

PROPERTY AND EQUIPMENT                                                         
  Office equipment               2,486      148,603                     151,089
  Less accumulated depreciation  2,486      103,425                     105,911
  Depreciated cost                   -       45,178                      45,178

  Total assets                 216,151      379,702        300,000      895,853

LIABILITIES AND SHAREHOLDERS' EQUITY                                           

CURRENT LIABILITIES                                                            
Bank notes payable                   -      130,341                     130,341
Other note payable                   -       50,000                      50,000
  Accounts payable                   -       72,897                      72,897
  Accrued expenses                   -       37,329                      37,329
  Deferred revenue                   -      147,025                     147,025

Total current liabilities            -      437,592                     437,592


                                                                [Download Table]
                                                                               

SHAREHOLDERS' EQUITY                                                           
  Common stock                   619        2,000       (2,000)<F2>            
                                                         4,359 <F1>            
                                                           400 <F3>            
                                                           283 <F4>       5,661
Additional paid in capital   968,239            -        2,000 <F2>            
                                                       (75,000)<F2>            
                                                        (4,359)<F1>            
                                                          (400)<F3>            
                                                       299,717 <F4>   1,190,197
  Treasury stock                          (75,000)      75,000 <F2>            
Retained earnings (deficit) (752,707)      15,110           -           737,597

Total shareholders' equity   216,151      (57,890)     300,000          458,261

Total liabilities and                                                          
   shareholders' equity      216,151      379,702      300,000          895,853

<FN>                                                                           
<F1>                                                                           
1.  Issuance of 4,359,000 shares pursuant to merger agreement.                 
<F2>                                                                           
2.  Cancellation of all issued and outstanding Edict Systems shares prior to   
    merger.                                                                    
<F3>                                                                           
3.  Issuance of 400,000 shares of stock to Halter Financial Group in exchange  
    for performance of specified services.                                     
<F4>                                                                           
4.  Cash from Halter Financial Group and Art Howard Beroff due on or before    
    July 5, 2000 in exchange for 283,000 shares of common stock purchase       
    agreement.                                                                 
</FN>                                                                          

                                                                [Download Table]


                         PRO FORMA FINANCIAL INFORMATION                       
                              EDICT SYSTEMS  INC.                              
         PRO FORMA CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS      
                      FOR THE QUARTER ENDED MARCH 31, 2000                     
                  AS IF THE MERGER OCCURRED ON JANUARY 1, 2000                 
                                  (UNAUDITED)                                  

                                Twilight       Edict                           
                              Productions     Systems     Pro Forma       Pro  
                                 Ltd.           Inc.     Adjustments     Forma 
                                                                               
REVENUES                                                                       
Product sales and license fees               199,043                   199,043 
  Interest                       1,632             -                     1,632 
  Other income                       -           580                       580 
     Total revenues              1,632       199,623                   201,255 

OPERATING EXPENSES                                                             
  Cost of sales                      -         9,025                     9,025 
Salaries and benefits                -       211,027                   211,027 
General and administration      15,147        39,408                    54,555 
  Depreciation                       -         5,100                     5,100 
  Amortization                       -        21,203                    21,203 
  Bad debt expense                   -        10,000                    10,000 
  Interest                           -         5,866                     5,866 
Total operating expenses        15,147       301,629                   316,776 

LOSS BEFORE TAXES              (13,515)     (102,006)                 (115,521)

Income tax benefits                  -       (20,503)                  (20,503)

NET LOSS                       (13,515)      (81,503)                  (95,018)

Retained (deficit) earnings,                                                   
   beginning of quarter       (739,192)       96,613                  (642,579)

RETAINED (DEFICIT) EARNINGS,                                                   
    END OF QUARTER            (752,707)       15,110                  (737,597)

Average Shares Outstanding   5,661,173     5,661,173                 5,661,173 

LOSS PER SHARE                       -         (0.01)                          
(0.02)                                                                         


PART III            

ITEM 1.  INDEX TO EXHIBITS                                                      

2       Agreement and Plan of Merger, dated as of April 10, 2000, among EDICT   
       Systems, Inc., Twilight Productions, Ltd. and Twilight Acquisition Sub,
Inc. *                                                          

3(i)(a) Amended Certificate of Incorporation *                                  

3(i)(b) Amendment to Certificate of Incorporation                               

3(ii)   By-laws *                                                               

4       Form of Common Stock Certificate *                                      

10.1    Lease Agreement, dated as of January 1, 2000, between Jason K.          
Wadzinski and EDICT Systems, Inc. *                             

10.2    Stock Purchase Agreement, dated April 10, 2000, among Twilight          
      Productions, Ltd.,Halter Financial Group, Inc. and Art Howard Beroff *

11      Statement regarding computation of per share earnings                   

21      Subsidiaries of the Company *                                           

*  Previously filed.                                                            

SIGNATURES  

Pursuant to the requirements of Section 12 of the Securities Exchange Act of    
1934, the registrant has duly caused this registration statement to be signed   
on its behalf by the undersigned, thereunto duly authorized.                    

                                          ADVANT-E CORPORATION

Date: _________________                            By:/s/ Jason Wadzinski       
                                                Jason Wadzinski, President

             EXHIBIT 3(i)(b) - AMENDMENT TO CERTIFICATE OF INCORPORATION

CERTIFICATE OF AMENDMENT  

OF

CERTIFICATE OF INCORPORATION  

OF

TWILIGHT PRODUCTIONS LTD. 

Twilight Productions Ltd., a corporation organized and existing under and by    
virtue of the General Corporation Law of the State of Delaware,                 

DOES HEREBY CERTIFY:                                                  

   FIRST:  That the Board of Directors of said corporation, by the unanimous
written consent of its members, adopted a resolution proposing and declaring    
advisable the following amendment to the Certificate of Incorporation of said   
corporation:                                                                    

RESOLVED, that Article FIRST of the Certificate of Incorporation of   
Twilight Productions Ltd. be, and hereby is, amended to read as follows:        

       FIRST.   The name of the corporation shall be ADVANT-E CORPORATION.

  SECOND:   That in lieu of a meeting and vote of stockholders, Eighty-Two
Percent (82%) of the stockholders have given written consent to said amendment  
in accordance with the provisions of Section 228 of the General Corporation Law 
of the State of Delaware.                                                       

   THIRD:   That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.                                                       

       IN WITNESS WHEREOF, Twilight Productions Ltd. has caused this certificate
to be signed by Jason K. Wadzinski, its President, this 6th day of September,   
2000.                                                                           

                                   TWILIGHT PRODUCTIONS LTD.

                                    By: /s/ Jason K. Wadzinski
                                                 -------------------------------
                                               Jason K. Wadzinski, President

  EXHIBIT 4 - FORM OF COMMON STOCK CERTIFICATE

  ADVANT-E CORPORATION

    INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

  COMMON STOCK

                                               CUSIP 00761J 10 7

                                                 SEE REVERSE FOR
                                             CERTAIN DEFINITIONS

This                                                                            
certifies                                                                       
that                                                                            

is the owner of                                                                 

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE, OF  
ADVANT-E CORPORATION    

(hereinafter called the "Corporation"), transferable upon the books of the      
Corporation by the holder hereof in person or duly authorized attorney upon     
surrender of this certificate properly endorsed.  This certificate is not       
valid unless countersigned by the Transfer Agent.  Witness the facsimile seal   
of the Corporation and the facsimile signatures of its duly authorized          
officers.                                                                       

Date:                                                                           

        Countersigned:
                                 SECURITIES TRANSFER CORPORATION
PRESIDENT                                P.O. Box 701829                        
                  Dallas, TX 75370

     By:

                                     ___________________________________
SECRETARY                                TRANSFER AGENT-AUTHORIZED SIGNATURE    

EXHIBIT 11 - STATEMENT REGARDING COMPUTATION
 OF PER SHARE EARNINGS

Per share earnings are computed and displayed in the pro forma financial        
information at December 31, 1999 (as if the merger occurred on January 1,       
1999) and March 31, 2000 (as if the merger occurred on January 1, 2000).  Due   
to the significance of the number of shares issued in the merger between        
Twilight Productions, Ltd. and Edict Systems, Inc., there is no display         
of earnings per share for the individual company historic financial statement   
presentations because these computations are not considered meaningful.         

Assumed average outstanding shares used in the computation of per share         
earnings for the pro forma financial statement presentations include the        
following shares issued or expected to be issued:                               

Twilight Production, Ltd. common shares outstanding at            
   time of merger                                                619,173
Common shares issued to Edict Systems, Inc. shareholders          
   at time of merger                                           4,359,000
Common shares issued at time of merger through private            
   Placement                                                     400,000
Common shares expected to be issued pursuant to stock             
   purchase agreement                                            283,000

      Total shares used in computation of per share earnings   5,661,173

Per share earnings are computed and displayed in the unaudited consolidated     
statement of operations for the three months and the six months ended           
June 30,2000, using the share calculation shown above                           
for diluted earnings per share.  Shares used for the basic earnings             
per share calculation in the unaudited consolidated statement of operations     
exclude 283,000 of common shares expected to be issued pursuant to a            
stock purchase agreement subsequent to June 30, 2000.                           

Dates Referenced Herein   and   Documents Incorporated by Reference

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