FORM SB-2
PART 1 - INFORMATION REQUIRED IN PROSPECTUS
Item 1.
Front of Registration Statement and Outside Front Cover of
Prospectus.
Valhalla Motion Pictures Inc.

$5,000,000 Regulation A Offerings

$1,700,000 Series A Offerings

680 Series A  13% Cumulative Debenture Notes

Valhalla Motion Pictures Inc., a California Corporation, is
offering 680 Series A, 13% cumulative debenture Notes in a
best effort underwriting offering. The offering is the
first of three Series. The entire offering including the
Series A offering is $5 million.

The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its
effective date until the registrant shall file a further
amendment which specifically states that this registration
statement shall therefore become effective in accordance
with section 8(a) of the securities Act of 1933 or until
the registration statement shall become effective on such
date as the commission acting pursuant to said section
8(a), may determine.

Investing on these Debenture Notes involves a high degree
of risk. See "Risk Factors".

Per Debenture
	Total

Offering Price						$2,500
	$1,700,000
Discount and Commission to Underwriters		$   400
	$   272,000
Offering Proceeds to Project				$2,100
	$1,428,000

Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of
these securities or determined if the prospectus is
accurate or complete. Any representation to the contrary is
a criminal offense.

The Notes matures in 24 months and subject to redemption,
without premium, after the last Interest payment date.

Canon Securities LLC expects to deliver the debenture Notes
to investors on August 16, 2001.

Canon Securities LLC
_______________


March 15, 2001


Item 2.

Inside Front and Outside Back Cover Pages of Prospectus


TABLE OF CONTENTS


											Page

The Company.......................		8

Industry Overview......................		8

Management's Discussion And Analysis.............		9

Officer, Directors And Key Advisors..............		11

Competitive Advantage....................		14

Sources And Use Of Proceeds..................		15

The Offering........................		16

Description Of Debentures Notes...............		18

Risk Factors.........................		21

Appendix A..........................		25

Appendix B..........................		27

Appendix C..........................		30

Appendix D..........................		31

Appendix E.........................		32

Appendix F.........................		33



Item 3.

Summary Information and Risk Factors

Competition
The motion picture industry involves a substantial degree
of risk. Each motion picture is an individual artistic
work, and its commercial success is primarily determined by
audience reaction, which is unpredictable.  Accordingly,
there can be no assurance as to the financial success of
this film. The motion picture industry is extremely
competitive. The film will vie for audience attention with
many other motion pictures, many of which will be released
by companies having financial resources that are
substantially greater than those of the Company.

Nature of the Motion Picture Industry
The acquisition of movie scripts, development, casting,
production and post-production is an inexact science and
involves a high degree of risk. Studies show that log
openings or number of showings is the best determinate of
high grossing movies. The Company's goal is to finance
twenty-five or more of these lower budget movies and
maximize the number of log openings or number of showings.

Film Distribution
The Company intends to form alliances with third party
distribution entities and license certain distribution
rights in foreign territories through output arrangements
or on a film-by-film basis.  The competition for screens in
the U.S. and internationally is often great, as the major
motion picture firms are able to commit far greater
resources towards the distribution of their films and tie
up numerous screens for their premium pictures.

History of Marginal Profitability
The Company has a history of limited working capital. The
Company in the future may seek or secure debt and or equity
from other sources in order to service this debt. There is
no assurance that any other such financings will be
available, or that they will be available on terms
favorable to the Company.


Risk of Production and Distribution of Films
The cost of producing and distributing motion pictures has
generally increased in recent years and may continue to
increase in the future. The Company intends to use the
monies from the Offering to produce and distribute full-
length fixed budget pictures that have production and
distribution budgets that are significantly less than the
major industry average. There are numerous risks involved
in producing and distributing films and, even if a film is
produced, it may not be done on a timely or cost-effective
basis and once distributed there is no guarantee that an
audience will accept the film. A significant time may
elapse
(8 - 12 months) between the expenditure of funds by the
Company and the receipt of corresponding revenues. While
individuals within the company do have identified and
previously used distribution channels, there can be no
assurance that the Company will recover its investment in
the film.

Development Stage Company
The Company is a development stage company and has no
history of operations. Accordingly, the Company has no
operating history upon which an evaluation of its prospects
can be based. Such prospect must be considered in light of
the risk, expenses and difficulties frequently encountered
in the establishment of a new business as well as the risk,
expenses and difficulties encountered in the shift from a
development stage company to a company with operating
revenues. Proposed operations will be subject to all risks
inherent in the establishment of a new business enterprise.

International Operations
A substantial portion of the films revenue will be derived
from the international distribution of motion pictures.
These operations are subject to all risk attendant to
international operation, including changes in foreign
governments, international political and economic
conditions, exchange control laws, imposition of quotas,
and other factors beyond the Company's control.

Labor Considerations
Most actors in the film industry who will be involved with
the film are members of the Screen Actor Guild, which
bargains collectively with producers on an industry-wide
basis from time to time. There is no assurance that labor
difficulties will not adversely affect the production of
the film.

Technological Developments
New technological developments will undoubtedly occur which
will change the way films are made, distributed or
exhibited. It is not possible to accurately forecast the
effect that recent and future technological development
will have on the value of the film.

No Public Market/Limitation on Transferability
There is no public trading market for the Notes of the
Company. While it is the intention of the Company to seek
to provide a public market for the Company's Notes in the
future, there is no assurance that this will happen.

No Guarantee of Returns
Investing in films is a high-risk business. No assurance
can be made or given that a purchase of Notes will realize
any return on investment or the he, she or it will not lose
his, her or its entire investment.

Interest and Principal Payments
Due to the start-up status of the Company and the
uncertainties associated with its operations during that
period of time, there can be no assurance that the Company
will make those interest and/or principal payments on time
or, in the event of sustaining significant losses from its
operations, at any time in the future. Interest in these
Notes is payable in arrears. However investors who
anticipate the need for interest from their investment in
the Company should not purchase the Notes offered hereby.




Financial Projections
The financial projections set forth in the materials
accompanying this offering memorandum have been developed
by the Company based wholly upon assumptions about
potential revenues and expenses, and such assumptions may
prove to be in part or wholly materially incorrect.
Investors should understand that such financial projections
are estimates only, subject to all the uncertainties of
projections for start-up enterprises, and that the actual
results of operations may be materially different from the
results shown or implied by such projections.

Best Effort Offering
No assurance can be given that all of the Notes being
offered hereby will be sold. To the extent that investors
subscribe to fewer than the maximum numbers of Notes
offered hereby, some or all of the Company's business plan
may be delayed or unfulfilled.



Item 3. (b)

Address and Phone Number of Executive Offices

			Valhalla Motion Pictures Inc.
			17011 Beach Blvd., Suite 900,
			Huntington Beach, CA 92647
			(714) 375 - 6641









(This space intentionally left blank)


Item 4.

Use of Proceeds

The following table sets forth the anticipated application
of the estimated net proceeds from this Offerings. Many of
the figures set forth are estimated and based on certain
assumptions and cannot be precisely calculated at this time

Maximum
Proceeds
Assuming  680
Notes

Sources:

Gross Offering Proceeds
	$1,700,000
Offering Expenses:
	Placement Agent Commission(1)
272,000
	Reserve Fund (2)
122,400
Due Diligence(3)
51,000
Expenses(4)
102,000
Distribution/Show Expenses(5)
26,300

Total Sources (Net Offering Proceeds)
	$1,126,300





(1)	The shares are being offered on a "best effort"
basis through participation members (the Placement
Agent") of the National Association of Securities
Dealers, Inc ("NASD") who will be paid a commission of
16% of the price of each Note sold by such Placement
Agent.

(2)	Reserve fund. These funds are invested in
marketable fixed income securities.

(3)	The Placement Agent will also receive a non-
accountable expense or due diligence allowance equal
to 3% of the purchased price of each Note sold by such
Placement Agent.

(4)	Includes non-accountable expense allowance and
wholesaling commission and investment banking fee and
other expenses, such as legal, accounting and
printing, mailing, postage, communication.

(5)	These funds are invested in marketable fixed
income securities. Some of the important festivals
include Berlin, Cannes, Los Angeles, Lucarino, New
York, Seattle, Sundance, Telluride, Toronto Venice,
Santa Barbara, Palm Springs International including
hiring a local publicist for appropriate festival.




Item 5.

Determination of Offering Price.

The 680 Notes are priced to finance a full-length movie.
Each Note is priced at $2500.00.


Item 6.

Dilution.

Not Applicable.


Item 7.

Selling Security Holders

Not Applicable.



Item 8.

Plan Distribution

These Notes are offered as Best effort only through:
					Canon Securities LLC
					19700 Fairchild Road
					Suite 150
					Irvine, CA  92612

The two principals of Canon Securities each own 20% of
Valhalla Motion Pictures Inc.
The managing member of Canon Securities LLC, as part of
his fiduciary obligation to their clients and Valhalla
Motion Pictures Inc, shall oversee and monitor Valhalla
Motion Picture's Chief Financial Officer's
responsibilities.



Item 8. (b)

Business Experience of Principal Underwriters

Mr. Art Okun
Art Okun is the President and Principal of Canon
Securities LLC. He has been a registered representative
since 1992 with N. Y. Life Securities and has had
principal experience since 1993 in Fixed Income, Private
Placement offerings and Equities. Mr. Okun is a 1984
graduate from Augsburg College in Minneapolis, Minnesota
with a degree in Economics and Finance. Mr. Okun holds a
Principal's Supervisory Series 24 license, General
Securities Series 7, Financial and Operations Principal
Series 27, Series 63, California Insurance Agent License,
and he is a Chartered Financial Analyst Candidate. (CFA)
Mr. Okun is affiliated with Valhalla Motion Pictures and
a fiduciary for both the underwriter and issuer, and has
successfully participated in the funding of many fixed
income bonds and (2) private placement offerings raising
over $25 million.

Mr. Wes Kelley
Wes Kelley represents the investors in Valhalla Motion
Pictures, Inc., as a fiduciary for the underwriter.  Mr.
Kelley is affiliated with Canon Securities, LLC, and holds a
securities Principal's Supervisory Series 39 license along
with Series 22 and 63 licenses.  He is a 1975 graduate from
San Francisco State University with a degree in Broadcast
Communications and Advertising.  During his broadcast
internship Mr. Kelley gained practical experience in
budgeting, writing, directing and producing corporate media,
including instructional video programs and P.R. related
materials.  Mr. Kelley's education and background, combined
with his experience as an accomplished musician and
performer, provides investors with the unique advantage of an
in-depth knowledge of both the investment and entertainment
industry.

Item 8. (d)

Underwriter's Representative on the Board of Directors

The two principals of Canon Securities LLC are members of
the board of Directors of Valhalla Motion Pictures Inc.

 Item 8. (e)

Indemnification of Underwriter

The issuer indemnifies Canon Securities LLC and it's
controlling persons against any liability arising under
the Securities Act.



Item 9.

Legal Proceedings

Certain legal matters, including the validity of the
securities being issued, will be passed upon by a
counsel. As of the date hereof, the Company has no
pending litigation.

				Snell & Wilmer LLP
				Law Offices
				1920 Main Street, Suite 1200
				Irvine, California 92614


Item 10.

Directors, Executive Officers, Promoters and Control
Persons

Name				Age		Position
Mr. Ric Gallaher			47		President, CEO
Mr. Art Okun(1)			43		Vice President/
Secretary Treasurer
Mr. Wes Kelley(1)			49		Vice President
Mr. Anthony Cannella		44		Vice
President/Director/Post-Production
Mr. Richard McHugh		47		Vice President/Music
Supervisor

(1)	Member of audit committee

Mr. Anthony Cannella
Mr. Cannella has been involved with over 100 motion
pictures in his career covering 25 years. He has directed
two feature films (Sierra Quest, for PM Entertainment,
and Rule No. 3 for Arrow Entertainment) and been
Assistant Director, Co-writer or Producer on 24 other
films. As a film mixer and post-production supervisor,
Mr. Cannella has 133 films to his credit.
Born in Pittsburgh, Pa., Anthony moved to Las Vegas out
of high school in 1974 and began a career as a recording
engineer in commercial advertising and music. He moved to
Los Angeles in 1980 to expand his interest into films and
post-production work. Mr. Cannella has 14 gold records to
his credit as a music-recording engineer for Epic and
Capital Records and worked with Michael Jackson as his
personal engineer for 2 years. Mr. Cannella is currently
producing and Co-directing a series for Showtime call
"The Voyeur". This series will air 27 episodes in the
United States.

Mr. Richard McHugh
Mr. Richard (Rich) McHugh grew up in New York City and
has seized every opportunity to expand his creative and
business horizons as an accomplished musician of both
individual songs and production soundtracks.  In his
prosperous career, Rich's talents have effortlessly
spanned the fields of TV Commercial Productions,
including McDonald's, Burger King, Chevrolet, Bordens,
Schafer Beer; Hit Broadway Show Productions, including "A
Chorus Line"; Video Productions, including the highly
successful workout video series "Crunch" (5 years, 130
episodes), "Yoga Zone" (60 shows), "Playboy" (many
productions); major Network TV Productions, including
"Brooklyn Bridge" (CBS), "A Year in a Life", "Sisters",
and "Hollywood Safari" (14 episodes);  and Feature Film
Productions, including "Moscow on the Hudson" (Robin
Williams), "Three Fugitives" (Nick Nolte/Martin Short),
"Mystic Pizza" (Julia Roberts), "Dream Team" (Michael
Keaton).  His most recent films include "Escape Under
Pressure", starring Rob Lowe, "Shark in a Bottle",
starring Ben Gazarra and Danny Knucci from "Titanic".
Rich is currently working on an action Sci-Fi film
tentatively titled "Epoch", starring Ryan O Neal and
Brian Keith.
In addition to his business talents, Rich is deeply
committed to community service, working with 15 children
weekly. His valuable and extraordinarily diversified
background, coupled with an uncompromising sense of
integrity, and a charismatic personality bring a
positive, vibrant and essential creative element to
Valhalla Motion Pictures (PMP).


Mr. Ric Gallaher
Ric Gallaher acts as a liaison between the Movie and the
investors. During his college years he worked in a local
TV station as a cameraman before moving to California in
1974 to pursue a music career.  The 70's found Ric
Performing in venues that included the famous Cow Palace,
Bill Graham's Winterland, and Golden Gate Park where he
served as a singer, songwriter and guitarist for some of
the most talented musicians in the world.  Mr. Gallaher
was a contracted staff composer for Columbia Pictures for
two years and has numerous films to his credit; including
"King of the Gypsies" (Dino DeLaurentis 1977),
"Punchline" (Tom Hanks) and "Celloso" (2000 South
American).
Mr. Gallaher has composed songs for the Pointer Sisters,
wrote the Title Cut for Timmy T's 2nd worldwide album,
and has written, performed and produced music for TV and
major motion pictures for over 25 years.
Mr. Gallaher also holds a securities Principal's
Supervisory Series 39 license along with Series 22 and 63
licenses. With his music background and securities
background Ric provides a clear bridge between Show and
Business.


Mr. Wes Kelley
Wes Kelley represents the investors in Valhalla Motion
Pictures, Inc., as a fiduciary for the underwriter.  Mr.
Kelley is affiliated with Canon Securities, LLC, and holds a
securities Principal's Supervisory Series 39 license along
with Series 22 and 63 licenses.  He is a 1975 graduate from
San Francisco State University with a degree in Broadcast
Communications and Advertising.  During his broadcast
internship Mr. Kelley gained practical experience in
budgeting, writing, directing and producing corporate media,
including instructional video programs and P.R. related
materials.  Mr. Kelley's education and background, combined
with his experience as an accomplished musician and
performer, provides investors with the unique advantage of an
in-depth knowledge of both the investment and entertainment
industry.



Mr. Art Okun
Art Okun is the President and Principal of Canon
Securities LLC. He has been a registered representative
since 1992 with N. Y. Life Securities and has had
principal experience since 1993 in Fixed Income, Private
Placement offerings and Equities. Mr. Okun is a 1984
graduate from Augsburg College in Minneapolis, Minnesota
with a degree in Economics and Finance. Mr. Okun holds a
Principal's Supervisory Series 24 license, General
Securities Series 7, Financial and Operations Principal
Series 27, Series 63, California Insurance Agent License,
and he is a Chartered Financial Analyst Candidate. (CFA)
Mr. Okun is affiliated with Valhalla Motion Pictures and
a fiduciary for both the underwriter and issuer, and has
successfully participated in the funding of many fixed
income bonds and (2) private placement offerings raising
over $25 million.


Item 11.

Security Ownership of Certain Beneficial Owners and
Management


Title of Class
Name and
Address
Percent of
Class

Amount of
Shares
President /CEO
James P.
Gallaher
29821
Imperial
Drive
San Juan
Capistrano,
CA 92675
20%
170,000
Shares
Vice President /
Secretary Treasurer
Art Kingsley
Okun
177 22nd
Street, #30
Costa Mesa,
CA 92627
20%
170,000
Shares
Vice
President/Distribution
Wesley Kelley
208 19th
Street, #4
Huntington
Beach CA
92648
20%
170,000
Shares
Vice President /
Director / Post
Production
Anthony
Cannella
18024 West
Grace Lane
Canyon
Country, CA
91351
20%
170,000
Shares
Vice President / Music
Supervisor
Richard
McHugh
5323 Sailboat
Circle
Agoura Hills,
CA 91301
20%
170,000
Shares




Item 12.

Description of Securities

Series A 13% Cumulative Debenture Notes. Maturity is 24
Months. Cumulative cash dividends is paid out of funds and
assets legally available from the movie, set at an annual
rate of 13% per Note, with semi-annual payments in arrears
commencing four months after the completion of the post-
production work on the movie. The estimated time from
script casting till final post-production is 8 months.
Accrued but unpaid dividends are payable upon redemption.
Interest accrual begins on final closing date.


Item 13.

Interest of Named Expert and Counsel

Not Applicable

Item 14.

Disclosure of Commission Position of Indemnification for
Securities Act Liabilities

The issuer indemnifies Canon Securities LLC and it's
controlling persons against any liability arising under the
Securities Act. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has
been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable.

In the event that a claim for indemnification against such
liabilities (other than the payment by the small business
issuer of expenses incurred or paid by a director, officer
or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the small
business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


Item 15.

Organization Within Last Five Years

Not Applicable



Item 16.

Description of Business

Valhalla Motion Pictures, Inc., (the Company), is a
California S Corporation organized in 2001 to capitalize on
a rising demand for low budget films by audiences
worldwide. The Company's objective is to acquire full-
length movie scripts and produce full-length, rated movies.
The target market for these movies are domestic theatrical,
International theatrical, cable T.V. movie channels,
International television channels, Direct-To-Video channels
and Others.  The Company has extensive contacts and working
experience in the production and distribution of the under-
$2-million-segment of the independent film industry.
Valhalla Motion Pictures will draw upon existing
relationships with recognizable writers, producers,
directors and guild actors to create its low-budget films.
The Company expects to grow and achieve above-average
financial returns by re-defining distribution to the market

Although it will use traditional methods of film making and
distribution, Valhalla  will build a brand name by
utilizing never before tapped marketing, distribution and
promotional venues. The company will also continue to
research and explore new film making and marketing
technologies, implementing them whenever it is deemed to be
both advantageous and necessary to maintain its competitive
and successful niche in the industry.


Item 16 (b)

Business of Issuer
The Company intends to capitalize on the growing demand for
low budget independent films, without trying to compete
head to head with the major studios. The Company's research
has revealed that while major high budget films continue to
be successful, there is a substantial market for lower
budget independent films. The major studios cannot and will
not compete in lower budget range, because of the enormous
overhead and the economy of scale the major studio
currently enjoy.

In implementing its business plan, the Company will finance
and produce three lower budget movies. The long-term
outlook is to fund 25 movies in 60 months.  The Company
will implement the same proven strategy which was utilized
in movies such as the cult classic "Cellblock Sisters".
The Company will acquire proven scripts, cast relatively
famous actors (not too-famous), state-of-the act special
effects and combine all into a high quality full-length
production on a controlled budgets.

The Company will seek strategic alliances with distribution
companies, wherein the Company may still control
distribution rights and implement its own marketing
strategies, while having an agreement with the distribution
entity to place the films in domestic theatrical,
International theatrical, Cable T.V. movie channels,
International Television Channels, Direct-To-Video Channels
and others.




Implementing this business plan allow Valhalla Motion
Picture the potential for accelerated growth of revenue
from each film financed. The Company will actively attend
and feature the film in some of these important festivals
that best suit the genre in Berlin, Cannes, Los Angeles,
Lucarino, New York, Seattle, Sundance, Telluride, Toronto
Venice, Santa Barbara, Palm Springs International. This
will improve development of major distribution channels.

Item 16 (c)
Annual report and audited financial statements will be
voluntary sent to all investors. The public may read and
copy any material filed with SEC at the SEC's Public
Reference Room at 540 Fifty Street, N.W., Washington D.C.
20549. The public may also obtain the information on the
operation of the Public Reference Room by calling the SEC
at (800)-SEC-0330.










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Item 17.

Management's Discussion and Analysis or Plan of Operation

The motion picture industry has always been dominated by a
few large studios, however the  research shows that the
most significant change in the industry is the recent
success of lower budget, independent films. An independent
film is one that finds its production financing outside the
large studio system. It may end up being distributed by a
large studio, but the "negative cost" has been arranged
from other sources. Many of the large production companies
started as an independent studio with success of a single,
low budget film.

Upon examining the box-office records of three hundred
movies released between May 1985, and January 1986, two
economists became convinced that film viewers were behaving
like Einstein's random gas molecules movement. The evidence
showed that audiences were repeatedly attracted to a small
number of films. Four releases accounted for a fifth of the
total box-office revenue over the sample period.

The chaos of the film industry has to do with the way
millions of filmgoers and potential filmgoers exchange
information. Since people don't know whether they will like
a movie until they see it, they have to rely on what others
tell them. If they hear good things from friends, critics,
or whomever they will probably go and see the film; if they
hear bad things, they won't. The Economists defined this
process as  "Information Cascade".  Information Cascade,
like droughts, are impossible to forecast. Just as a winter
storm on the plains of Minnesota can affect the weather as
far away as the eastern seaboard, the way in which
filmgoers react to one movie can determine the fate of
dozens of others. A hit or a flop is generated by an
information cascade.

The yardstick definition of a high grossing movie is
revenue equaling three times the production cost. Studies
show that the mean of high grossing movies are dominated by
big events and a sample standard deviation does exist. A
regression analysis of these variables: budget, star power,
log opening screen, sequel, genre, rating, year and a
constant reveal that the highest predictive power for
revenue is number of showings (log opening screen).

     Log Revenue {budget, star, log opening, sequel, genre,
rating, year, and constant}

The above regression analysis concluded that budget is not
a good predictor for high revenue. Star power tends to
raise revenue, however the high price and production
associated with high priced stars tend to outweigh its
perceived benefits. Sequels, genre, rating, year have also
been shown to be inferior predictors of high grossing
movies.

Studies show that based on rating, the highest grossing
movies are:

			Rating			% of High Grossing
			"G"				16%
			"PG"				16
			"R"				11
			"RX"				11
In implementing its business plan, the Company will finance
and produce three lower budget movies. The long-term
outlook is to fund 25 movies in 60 months. The breakeven
point for high budget increases the likelihood of lower
profits.  An ideal budget range as depicted by three
examples given production budget for the same screenplay,
the box office grosses might look like this:

				Budget		Budget		Budget

				$500,000		$1,700,000
	$8,000,000
Box Office Gross		3,500,000		19,100,000
	29,000,000

Budget * 3 =
Breakeven Point		-1,500,000		-5,100,000
	-24,000,000

Box office Gross
After Breakeven		$2,000,000		$14,000,000
	$5,000,000

When a movie reaches approximately three times the film
budget, in each of the three cases, there is a profit
beyond the breakeven point for the investors. The Under $2
million budget full-length motion picture will realize a
better-than expected profits.




(Box office gross are estimates. The underlying assumption
requires that a distribution strategy actively pursue
representation at festivals, create a "buzz", seek domestic
theatrical distribution, foreign theatrical distribution,
home video distribution, cables and other television
distribution that best suit that particular motion picture)




Item 18.

Description of Property

Not Applicable.


Item 19.

Certain Relationship and Related Transaction

Not Applicable


Item 20.

Market for Common Equity and Related Stockholder Matters

Not Applicable


Item 21.

Executive Compensation

At the present time, all of the Company's officers and
directors serve without compensation. Once the offering is
funded, the officers and directors may be paid commensurate
with their activities, experience and ability.

Item 22.

Financial Statement

The financial statement will be filed after December 30th
2001.


Item 23.

Changes In and Disagreements With Accountant on Accounting
and Financial Disclosure.

Not Applicable



Item 24.

Indemnification of Director and Officers

Not Applicable

Item 25.

Other Expenses of Issuance and Distribution
									Amount
Due Diligence							 $ 51,000

Expenses
Registration fees
State taxes
Printing
Legal
Accounting
102,000

Distribution/Show Expenses
26,300
					TOTAL		$179,300




Item 26.

Recent Sales of Unregistered Securities

Not Applicable.


Item 27.

Exhibits

See exhibits.


Item 28.

Undertakings

Not Applicable.





Index of Exhibits







Underwriting Agreement


Articles of incorporation


By-Laws


Instrument Defining The Rights of Holders of
Debentures


Financials	Data




March 25, 2001



Art Okun, CEO
Canon Securities
19700 Fairchild Road, Suite 150
Irvine, CA  92612


Dear Mr. Okun:

This letter will serve to formalize our
understanding and agreement to have your firm Canon
Securities, LLC, underwrite Valhalla Motion
Pictures, Inc. ("VMP") Series "A", "B" and "C"
Debenture Notes.

This letter will confirm that we have agreed to the
terms and compensation for the sale of Notes as
outlined and disclosed in the VMP Private Placement
Memorandum.

We look forward to a mutually beneficial
relationship.



Ric Gallaher, President
Valhalla Motion Pictures







SECRETARY OF STATE



I, BILL JONES, Secretary of State of California,
hereby certify:

That the attached transcript of __2__ pages(s) has
been compared with the record on file in this
office, of which it purports to be a copy, and that
it is full, true and correct.


				IN WITNESS WHEREOF, I execute this
				Certificate and affix the Great
Seal of the
				State of California this day of


						FEB 20 2001
				_________________________________

					Signed: Bill Jones
						Secretary of State
























ARTICLES OF INCORPORATION
OF
Valhalla Motion Pictures, Inc

The undersigned, a natural person, acting as an
incorporator of a corporation under Title 1,
Division 1, Chapter 2, California Corporations Code,
adopt the following Articles of Incorporation of a
business corporation:

Article I: The name of the corporation (hereinafter
called the "corporation") is Valhalla Motion
Pictures, Inc.

Article II: The purpose of the corporation is to
engage in any lawful act or activity for which a
corporation may be organized under the GENRAL
CORPORATION LAW of California other than the banking
business, the trust company business or the practice
of a profession permitted to be incorporated by the
California Corporation Code.

Article III: The name and address in the State of
California of this corporation's initial agent for
service of process is James P. Gallaher, whose
street address is 17011 Beach Blvd. #900, Huntington
Beach, California 92647

Article IV: The total number of shares which the
corporation shall have the authority to issue is one
million (1,000,000), all of which are without par
value and are classified as Common shares.

Article V: No holder of any of the shares of the
corporation shall, as such holder, have any right to
purchase or subscribe for any shares of any class
which the corporation may issue or sell, whether or
not such shares are exchangeable for any shares of
the corporation of nay other class or classes, and
whether such shares are issued out of the number of
shares authorized by the Article of Incorporation of
the corporation as originally filed, or by any
amendment thereof, or out of shares of the
corporation acquired by it after the issue thereof;
nor shall any holder of any of the shares of the
corporation, as such holder, have any right to
purchase or subscribe for any obligations which the
corporation may issue or sell that shall be
convertible into, or exchangeable for, any shares of
the corporation of any class or classes, or to which
shall be attached or shall appertain to any warrant
or warrants or other instrument or instruments that
shall confer upon the holder thereof the right to
subscribe for, or purchase from the corporation any
shares of any class or classes.

Article VI: The period of duration of the
corporation shall be perpetual.

Article VII: The personal liability of all the
directors of the corporation for monetary damages
hereby eliminated to the fullest extent allowed as
provided by California General Corporation Law, as
the same may be supplemented and amended.

Article VIII: The corporation shall, to the fullest
extent legally permissible under the provision of
the California Corporation Code, as the same may be
amended and supplemented, shall indemnify and hold
harmless any and all agents whom it shall have power
to indemnify under said provisions from and against
any and all liabilities (including expenses) imposed
upon or reasonably incurred by him in connection
with any action, suit or other proceeding in which
he may be involved or with which he may be
threatened, or other matters referred to in or
covered by said provisions as to action in his
official capacity, and shall continue as to a person
who has ceased to be director or official of the
corporation . Such indemnification shall not extend
to those acts as specified by Section 204 (a)(10) of
the California Corporation Code. Such
indemnification provided shall not be deemed
exclusive of any other rights to which those
indemnified may be entitled under any bylaw,
Agreement or Resolution adopted by the shareholders
entitled to vote thereon after notice.

Executed on this 13th day of February, 2001


Signed
__________________________
Margaret Timmins, Incorporator




STATEMENT OF ORGANIZATION BY INCORPORATOR

The undersigned Incorporator of Valhalla Motion
Picture, Inc. (the "Corporation"), a California
Corporation organized under the General Corporation
Law, Title 1, Division 1, Chapter 2, California
Corporation Code, makes the following statement and
takes the following action to organize said
Corporation:

FIRST: The Articles of Incorporation of Valhalla
Motion Pictures, Inc. were filed with the Secretary
of State of California on this 16th day of February,
2001.

SECOND: the by-laws annexed hereto are hereby
adopted as the By-Laws of the Corporation.

THIRD: The following named persons are hereby
elected as Directors of the Corporation to hold
office until the first annual meeting of
shareholders and until their successors duly elected
and qualified:

James P. Gallaher
Anthony Cannella
Richard McHugh
Wesley Kelley
Art Kingsley Okun

IN WITNESS WHEREOF, I have signed this instrument at
West Windsor,
New Jersey, on this 16th day of February, 2001.



					Signed
				__________________________
Margaret Timmins, Incorporator


BYLAWS

OF

Valhalla Motion Pictures, Inc
(A California Corporation)

ARTICLE I. OFFICE

The principal office of the Corporation in the State
of California is at 17011 Beach Blvd, #900,
Huntington Beach, California 92647.

		ARTICLE II. STOCKHOLDERS' MEETINGS

Section 1. Annual Meetings

(a)	The annual meeting of the Stockholders of
the Corporation, commencing with the year 2002
shall be held at the principal office of the
Corporation in the State of California or ay any
other place within or without the State of
California as may be determined by the Board of
Directors and as may be designated in the notice
of that meeting.

The meeting shall be held on the first day in
March of each year. If that day is a legal
holiday, the meeting shall be held on the next
succeeding day not a legal holiday. The business
to be transacted at the meeting shall be the
election of directors and such other business as
properly brought before the meeting.

(b)	If the election of directors shall not be
held on the day herein designated for any annual
meeting, or at any adjournment of that meeting,
the Board of Directors shall call a special
meeting of the stockholders as soon as possible
thereafter.

At this meeting the election of directors shall
take place, and the election and any other
business transacted shall have the same force and
effect as at an annual meeting duly called and
held.

(c)	No change in the time or place for a meeting
for the election of director shall be made within
20 days preceding the day on which the election
is to be held. Written notice of any change shall
be given each stockholder at least 20 days before
the election is held, either in person or by
letter mailed to the stockholder at the address
last shown on the books of the corporation.

(d)	In the event the annual meeting is not held
at the time prescribed in Article II, Section
I(a) above, and if the Board of Directors shall
not call a special meeting as prescribed in
Article II, Section I (b) above within three
months after the date prescribed for the annual
meeting, then any stockholder may call that
meeting, and at that meeting the stockholders may
elect the directors and transact other business
with the same force and effect as at an annual
meeting duly called and held.

Section 2. Special Meeting

Special meeting of the stockholders may be called
by the President or by the holder of at least 10
percent (%) of the stock entitled to vote at that
meeting. At any time, upon the written request of
any person or persons entitled to call a special
meeting, it shall be the duty of the Secretary to
send out notice of meeting, to be held within or
without the State of California and at such time,
but not less than 20 days nor more than 45 days
after receipt of the request, as may be fixed by
the Board of Directors. If the Board fails to fix
a time or place, the meeting shall be held at the
principal office of the Corporation at a time as
shall be fixed by the Secretary within the above
limits.

Section 3. Notice and Purpose of Meeting; Waiver

Each stockholder of record entitled to vote at
any meeting shall be given in person, or by mail,
or by prepaid telegram, written or printed notice
of the purpose or purposes, and the time and
place within or outside the State of California
of every meeting of stockholders. The notice
shall be delivered not less than 10 days nor more
than 60 days before the meeting. If mailed or
telegraphed, it should be directed to the
stockholder at the address last shown on the
books of the Corporation. No publication of the
notice of meeting shall be required. A
stockholder may waive the notice of meeting by
attendance, either in person or by proxy, at the
meeting, or by so stating in writing, either
before or after the meeting. Attendance at a
meeting for the express purpose of objecting that
the meeting was not lawfully called or convened
shall not, however, constitute a waiver of
notice. Except where otherwise required by law,
notice need not be given of any adjourned meeting
of the stockholders.

Section 4. Quorum.

Except as otherwise provided by law, a quorum at
all meetings of stockholders shall consist of the
holders of record of a majority of the shares
entitled to vote present in person or by proxy.

Section 5. Closing of Transfer Books; Record
Date.

(a)	In order to determine the holders of record
of the Corporation's stock who are entitled to
notice of meeting, to vote at a meeting or its
adjournment, to receive payment of any dividend,
or to make a determination of the stockholders of
record for any other proper purpose, the Board of
Directors of the Corporation may order that the
Stock Transfer Books be closed for a period not
to exceed sixty days. If the purpose of this
closing is to determine who is entitled to notice
of a meeting and to vote at such meeting, the
Stock Transfer Books shall be closed for at least
thirty days preceding such meeting.

(b)	In lieu of closing the Stock Transfer Books,
the Board of Directors may fix a date as the
record date for the determination of
stockholders. This date shall be no more than
sixty days prior to the date of the action which
requires the determination, nor, in the case of a
stockholders' meeting, shall it be less than
thirty days in advance of such meeting.

(c)	If the Stock Transfer Books are not closed
and no record date is fixed for the determination
of the stockholders of record, the date of which
notice of the meeting is mailed, or on which the
resolution of the Board of Director declaring a
dividend is adopted, as the case may be, shall be
the record date for the determination of
stockholders.

(d)	When a determination of stockholders
entitled to vote at any meeting has been made as
provided in this section, this determination
shall apply to any adjournment of the meeting,
except when the determination has been made by
the closing of the Stock Transfer Books and the
stated period of closing has expired.

Section 6. Presiding Officer; Order of Business.

(a)	Meetings of the stockholders shall be
presided over by the Chairman of the Board, or if
he or she is not present, by the Chief Executive
Officer, or if not present, by the President, or
if he or she is not present, by a Vice President
or if neither the Chairman of the Board nor the
Chief Executive Officer nor the President nor a
Vice President is present, by a chairman to be
chosen by a majority of the stockholders entitled
to vote at the meeting who are present in person
or by proxy. The Secretary of the Corporation,
or, in her or his absence, an Assistant
Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an
Assistant Secretary is present, the stockholders
present at the meeting shall choose any person
present to act as secretary of the meeting.

(b)	The order of business shall be as follows:
1.	Call of meeting to order.
2.	Proof of notice of meeting.
3.	Reading of minutes of last previous annual
meeting.
4.	Report of officers.
5.	Reports of committees.
6.	Election of directors.
7.	Miscellaneous business.





Section 7. Voting.

(a)	Except in the election of directors, at which
time the stockholders shall be entitled to cumulate
their votes, and except as otherwise provided in the
Articles of Incorporation, the Bylaws, or the laws
of the State of California at every meeting of the
stockholders, each stockholder of the Corporation
entitled to vote at the meeting shall have, as to
each matter submitted to a vote, one vote in person
or by proxy for each share of stock having voting
rights registered in his or her name on the books of
the Corporation. A stockholder may vote his or her
shares through a proxy appointed by a written
instrument signed by the stockholder or by a duly
authorized attorney-in-fact and delivered to the
secretary of the meeting. No proxy shall be valid
after three months from the date of its execution
unless a longer period is expressly provided.

(b)	 A majority vote of those shares entitled to vote
and represented at the meeting, a quorum being
present, shall be the act of the meeting except that
in electing directors a plurality of the vote cast
shall elect.


(c)	At all elections of directors, the voting shall
be by ballot.

Section 8. List of Stockholders.

(a)	A complete list of the stockholders of the
Corporation entitled to vote at the ensuing meeting,
arranged in alphabetical order, and showing the
address of, and number of shares owned by, each
stockholder shall be prepared by the Secretary, or
other officer of the Corporation having charge of
the Stock Transfer Books. This list shall be kept on
file for period of at least thirty days prior to the
meeting at the principal office of the Corporation
and shall be subject to inspection during business
hours of such period by any stockholder. This list
shall also be available at the meeting and shall be
open to inspection by any stockholder at any time
during the meeting.

(b)	The original Stock Transfer Books shall be prima
facie evidence as to who are the stockholders
entitled to examine the list or vote at any meeting
of the stockholders.

(c)	Failure to comply with the requirement of this
section shall not effect the validity of any action
taken at any meetings of the stockholders.










ARTICLE III. DIRECTORS

	Section 1. Numbers, Qualification, Term, Quorum, and
Vacancies.

(a)	The property, affairs and business of the
Corporation shall be managed by the Board of
Directors of five persons. Except as provided,
directors shall be elected at the annual meeting of
the stockholders and each director shall serve for
one year and/or until his or her successor shall be
elected and qualify.

(b)	The number of directors may be increased or
decreased from time to time by an amendment to these
Bylaws. Any increased number of directors shall be
elected by the stockholders at the next regular
annual meeting or at a special meeting called for
that purpose. The authorized number of directors
constituting the Board shall be at least three;
provided, however, that so long as the corporation
has only one shareholder, the number may be one or
two, and so long as the corporation has only two
shareholders, the number may be two. Subject to the
aforementioned provisions and subject to the
provision of section 212 of the General Corporation
Law, the number of directors may be changed by an
amendment of the Bylaws. No decrease in the
authorized number of directors shall have the effect
of limiting or ending the term of any sitting
director.

(c)	Directors need not be stockholders of the
Corporation.


(d)	A majority of the directors in office shall be
necessary to constitute a quorum for the transaction
of business. If, at any meeting of the Board of
Directors, these shall be lees than a quorum
present, a majority of those present may adjourn the
meeting, without further notice, from time to time
until a quorum shall have been obtained. In case
there are vacancies on the Board of Directors, other
than vacancies created by the removal of a director
or directors, although less than a quorum, may by a
majority vote elect a successor or successors for
the un-expired term or terms.

Section 2. Meetings.

Meetings of the Board of Directors may be held either
within or without the State of California. Meetings of
the Board of Directors shall be held at those times as
are fixed from time to time by resolution of the
Board. Special meetings may be held at any time upon
call of the Chairman of the Board, the Chief Executive
Officer, The President, or a Vice President, or a
majority of directors, upon written or telegraphic
notice deposited in the U.S. mail or delivered to the
telegraph company at least thirty days prior to the
day of the meetings. A meeting of the Board of
Directors may be held without notice immediately
following the annual meeting of the stockholders.
Notice need not be given of regular meetings of the
Board of Directors held at times fixed by resolution
of the Board of Directors nor need notice be given of
adjourned meeting, those not present waive such notice
in writing. Notice of a meeting of the Board of
Directors need not state the purpose of, nor the
business to be transacted at any meeting.

Section 3. Removal

(a)	At any meeting of the stockholders, ay director
or directors may be removed from office, without
assignment of any reason, by a majority vote of the
shares or class of shares, as the case may be, which
elected the director or directors to be removed,
provided, however, that if less than all directors
are to be removed, no individual directors shall be
removed if the number of votes cast against her or
his removal would be sufficient, if cumulatively
voted at an election of the entire board, to elect
one or more directors.
(b)	When any director or directors are removed, new
directors may be elected at the same meeting of the
stockholders for the un-expired term of the director
or directors removed. If the stockholders fail to
elect persons to fill the un-expired term or terms
of the director or directors removed, these un-
expired term shall be considered vacancies on the
board to be filled by the remaining directors.

Section 4. Indemnification.

(a)	The Corporation shall indemnify each of his
directors, officers, and employee whether or not
then in service as such (and his or her executor,
administrator and heirs), against all reasonable
expenses actually and necessarily incurred by him or
her in connection with the defense of any litigation
to which the individual may have been made a party
because he or her is or was a director, officer or
employee of the Corporation. The individual shall
have no right to reimbursement, however, in relation
to matters as to which he or she has been adjudged
liable to the Corporation for negligence or
misconduct in the performance of his or her duties,
or was derelict in the performance of his or her
duty as director, officer or employee by reason of
willful misconduct, bas faith, gross negligence or
reckless disregard of the duties of his or her
office or employment. The right to indemnity for
expenses shall also apply to the expenses of suits
which are compromised or settled if the court having
jurisdiction of the matter shall approve such
settlement.

(b)	The foregoing right of indemnification shall be
in addition to, and not exclusive of, all other
rights to that which such director, officer or
employee man be entitled.

Section 5. Compensation.

Directors, and members of any committee of the Board
of Directors, shall be entitled to any reasonable
compensation for their services as directors and
members of any committee as shall be fixed from time
to time by resolution of the Board of Directors, and
shall also be entitled to reimbursement for any
reasonable expenses incurred in attending those
meetings. The compensation of directors may be on any
basis as determined in the resolution of the Board of
Directors. Any director receiving compensation under
these provisions shall not be barred from serving the
Corporation in any other capacity and receiving
reasonable compensation for such other services.

Section 6. Committees.

(a)	The Board of Directors, by a resolution or
resolutions adopted by a majority of the members of
the whole Board, may appoint an Executive Committee,
and Audit Committee, and any other committees as it
may deem appropriate. Each committee shall consist
of at least three members of the Board of Directors.
Each committee shall have and may exercise any and
all powers as are conferred or authorized by the
resolution appointing it. A majority of each
committee may determine its action and may fix the
time and place of its meetings, unless provided
otherwise by the Board of Directors. The Board of
Directors shall have the power at any time to fill
vacancies in, to change the size of membership of,
and to discharge any committee.
(b)	Each committee shall keep a written record of its
acts and proceedings and shall submit that record to
the Board of Directors at each regular meeting and
at any other times as requested by the Board of
Directors. Failure to submit the record, or failure
of the Board of approve any action indicated therein
will not, however, invalidate the action to the
extent it has been carried out by the Corporation
prior to the time the record of such action was, or
should have been, submitted to the Board of
Directors as provided.

Section 7. Dividends.

Subject always to the provision of law and the
Articles of Incorporation, the Board of Directors
shall have full power to determine whether any, and if
so, what part, of the funds legally available for
payment of dividends shall be declared in dividends
and paid to the stockholders of the Corporation. The
Board of Directors may fix a sum which may be set
aside or reserve over and above the paid-in capital of
the Corporation for working capital or as a reserve
for any proper purpose, and from time to time may
increase, diminish, and vary this fund in the Board's
absolute judgment and discretion.

		ARTICLE IV. OFFICERS.

Section 1. Number.

The officers of the Corporation shall be a Chairman of
the Board, a Chief Executive Officer, a President, one
and more Vice-Presidents, a Treasurer, a Controller, a
Secretary, and one or more Assistant Secretaries. In
additional, there may be such subordinate officer as
the Board of Directors may deem necessary. Ant person
may hold two, but no more than two, offices.

Section 2. Term of Office.

The principal officers shall be chosen annually by the
Board of Directors at the first meeting of the Board
following the stockholders' annual meeting, or as soon
as is conveniently possible. Subordinate officers may
be elected from time to time. Each officer shall serve
until his or her successor shall have been chosen and
qualified, or until his, death, resignation, or
removal.

Section 3. Removal.

Any officer may be removed from office with or without
cause, at any time by the affirmative vote of a
majority of the Board of Directors then in office.
Such removal shall not prejudice the contract right,
if any, of the person so removed.

Section 4. Vacancies.

Any vacancy in any office from any cause may be filled
for the unexpired portion of the term by the Board of
Directors..


Section 5. Duties.

(a)	The Chairman of the Board shall preside at all
meetings of the stockholders and the Board of
Directors. Except where, by law, the signature of
the President is required, the Chairman shall
possess the same power as the president to sign all
certificate, contracts, and other instrument of the
Corporation which may be authorized by the Board of
Directors.

(b)	The Chief Executive Officer shall have general
active management of the business of the
corporation, and in the absence of the Chairman of
the Board, shall preside at all meetings of the
shareholders and the Board of Directors; and shall
see that all orders and resolutions of the Board of
Directors are carried into effect.


(c)	The president, in the absence of the Chairman of
the Board, shall preside at all meetings of the
stockholders and the Board of Directors. She or he
have general supervision of the affairs of the
Corporation, shall sign or countersign all
certificate, contract, or other instruments of the
Corporation as authorized by the Board of Directors,
shall make reports to the Board of Directors and
stockholders, and shall perform any and all other
duties as are incident to her or his office or are
properly required of him or her by the Board of
Directors.

(d)	The Vice-Presidents, in the order designated by
the Board of Directors, shall exercise the functions
of the President during the absence or disability of
the President. Each Vice-President shall have any
other duties as are assigned from time to time by
the Board of Directors.


(e)	The Secretary, the Treasurer, and the Controller
shall perform those duties as are incident to their
offices, or are properly required of them by the
Board of Directors, or are assigned to them by the
Articles of Incorporation or these Bylaws. The
Assistant Secretaries, in the order of their
seniority, shall, in the absence of the Secretary,
perform the duties as may be assigned by the Board
of Directors.

(f)	Other subordinate officers appointed by the Board
of Directors shall exercise any power and perform
any duties as may be delegated to them by the
resolutions appointing them, or by subsequent
resolution adopted from time to time.


(g)	In case of the absence or disability of any
officer of the Corporation and of any person
authorized to act in his or her place during such
period of absence or disability, the Board of
Directors may from time to time delegate the power
and duties of that officer to any other officer, or
any director, or any other person whom it may
select.

Section6. Salaries.

The salaries of all officers of the Corporation shall
be fixed by the Board of Directors. No officer shall
be ineligible to receive such salary by reason of the
fact that he is also a Director of the Corporation and
receiving compensation therefor.


			ARTICLE V. CERTIFICATES OF STOCK


	Section 1. Form.

(a)	The interest of each stockholder of the
Corporation shall be evidenced by certificates for
shares of stock, certifying the number of shares
represented thereby and in such form not
inconsistent with the Articles of Incorporation as
the Board of Directors may from time to time
prescribe.

(b)	The certificate of stock shall be signed by the
President or Vice- President and by the Secretary or
and Assistant Secretary or the Treasurer, and sealed
with the seal of the Corporation. This seal may be a
facsimile, engraved or printed. Where any
certificate is manually signed by a transfer agent
or a transfer clerk and by a registrar, the
signatures of the President, Vice-President,
Secretary, Assistant Secretary, or Treasurer upon
that certificate may be facsimiles, engraved or
printed. In case any officer who has signed or whose
facsimile signatures has been place upon any
certificate shall have ceased to be an officer
before the certificate is issued, it may be issued
by the corporation with the same effect as if that
officer had not ceased to be so at the time of its
issue.

Section 2. Subscription for Shares.

Unless the subscription agreement provides other wise,
subscription for shares, regardless of the time when
they are made, shall be paid in full at the time, or
in installments and at any period, as shall be
specified by the Board of Directors. All calls for
payments on subscriptions shall carry the same terms
with regard to all shares of the time class.

Section 3. Transfers.

(a)	Transfer of shares of the capital stock of
the Corporation shall be made only on the books
of the Corporation by the registered owner, or
by his or her duly authorized attorney, with a
transfer clerk or transfer agent appointed as
provided in Section 5 of this Article of the
Bylaws, and on surrender of the certificate or
certificates for those shares properly endorsed
with all taxes paid.

(b)	The person in whose name shares of stock
stand on the books of the Corporation shall be
deemed by the Corporation to the owner thereof
for all purposes. However, if any transfer of
shares is made only for the purpose of
furnishing collateral security, and that fact
is made known to the Secretary of the
Corporation, or to the Corporation's transfer
clerk or transfer agent, the entry of the
transfer may record that fact.


	Section 4. Lost, Destroyed, or Stolen Certificates.

No certificate for shares of stock in the Corporation
shall be issued in place of any certificate alleged to
have been lost, destroyed, or stolen except on
production of evidence, satisfactory to the Board of
Directors, of that loss, destruction or theft, and if
the Board of Directors so requires, upon the
furnishing of an indemnity bond in such amount (but
not to exceed twice the value of the shares
represented by the certificate) and with such terms
and surety as the Board of Directors, if any, in its
discretion, require.

Section 5. Transfer Agent and Registrar.

The Board of Directors may appoint one or more
transfer agents or transfer clerks and one or more
registrars, and may require all certificates for
shares to bear the signature or signatures of any of
them.


		ARTICLE VI. CORPORATE ACTIONS.


	Section 1. Deposits.

The Board of Directors shall select banks, trust
companies, or other depositories in which all funds of
the Corporation not otherwise employed shall, from
time to time, be deposited to the credit of the
Corporation.


	Section 2. Voting Securities Held by the Corporation.

Unless otherwise ordered by the Board of Directors,
the President shall have full power and authority on
behalf of the Corporation to attend, act, and vote at
any meeting of security holders of other corporations
in which the Corporation may hold securities. At that
meeting the President shall possess and may exercise
any and all rights and power incident to the ownership
of those securities which the corporation might have
possessed and exercised if it had been present. The
Board of Directors may, from time to time, confer like
power upon any other person or persons.


			ARTICLE VII. CORPORATE SEAL

The corporate seal of the Corporation shall consist of
two concentric circles, between which shall be the
name of the Corporation, and in the center of which
shall be inscribed the year of its incorporation and
the words "Corporate Seal, Sate of California".

			ARTICLE VIII. AMENDMENT OF BYLAWS.

The Board of Directors shall have the power to amend,
alter or repeal these Bylaws, and to adopt new Bylaws,
from time to time, by an affirmative vote of a
majority of the whole Board as then constituted,
provided that notice of the proposal to make, alter,
amend, or repeal the Bylaws was included in the notice
of the directors' meeting at which such action takes
place. At the next stockholders' meeting following any
action by the Board of Directors, the stockholders, by
a majority vote of those present and entitled to vote,
shall have the power to alter or repeal Bylaws newly
adopted by the Board of Directors, or to restore to
the original status Bylaws which the Board may have
altered or repealed, and the notice of such
stockholders' meeting shall include notice that the
stockholders will be called on to ratify the action
taken by the Board of Directors with regard to the
Bylaws.

I hereby certify that the foregoing is a full, true
and correct copy of the Bylaws of Valhalla Motion
Pictures, Inc. a corporation of the State of
California as in effect on the date hereof.

	WITNESS my hand and seal of the corporation this
20th day of March 2001.


					Art Kingsley Okun
				______________________________
						Secretary of
					Valhalla Motion Pictures,
Inc.


(SEAL)




The Rights of Holders of Debentures


Voting

Series A Note holders have no voting rights, except
as otherwise provided by California General
Corporation Law. The Interest payment on the
debentures is cumulative.



Valhalla Motion Pictures

Pro Forma Balance Sheets

							      2001

ASSETS
Current Assets:
	Cash and cash equivalents
	$1,551,300.00
	Short-term investments
26,300.00
Marketable investments
122,400.00
	Accounts receivable
	Other current assets
272,000.00
Total current assets
	$1,700,000.00
	Property and equipment, net
	Accumulated depreciation
	Other assets
Total assets
1,700,000.00

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
	Notes payable
	Current potion of long-term debt
110,500.00
	Account payable
153,000.00
	Accrued expenses
	Accrued compensation
	Deferred revenue
	Income taxes
Total Current Liabilities
263,500.00

Non-current Liabilities
	Long-term debt, less current portion
1,428,000.00
	Capital lease obligations
Other liabilities
	Deferred income taxes
STOCKHOLDERS' EQUITY
	Common stock, $.01 par value; 1,000,000 share
	  Authorized; 850,000 shares issued.
8,500.00
	Additional paid-in-capital
	Accumulated deficit
	Other equity
Total stockholders' equity
8,500.00
Total liabilities and stockholders, equity
$1,700,000.00

(Projected balance sheet upon completion of funding)




Calculation of Registration Fee
Title of
each class
of
securities
to be
registered
Dollar
amount to
be
registered
Proposed
maximum
offering
price per
unit
Proposed
maximum
aggregate
offering
price
Amount of
registration
fee
Debenture
Notes
$1,700,000
$2500.00
$2500.00
$425.00




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