SECURITIES AND EXCHANGE COMMISSION
           Washington, DC  20549


                FORM 10-KSB

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

 For the fiscal year ended OCTOBER 31, 2001

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934


     Commission file number 2-98997-NY

       NOVA INTERNATIONAL FILMS, INC.
(Name of Small Business Issuer in Its Charter)

Delaware                                   11-2717273
(State or other jurisdiction         (I.R.S. Employer
of incorporation or                    Identification
organization)                                 Number)

6350 N.E. Campus Drive
Vancouver, Washington                           98661
(Address of principal                      (Zip Code)
executive offices)

Issuer's telephone number, including area code:
(360) 737-7700

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

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

Check whether the Issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

         Yes   X       No

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

State Issuer's revenues for its most recent fiscal year:    $0

As of November 30, 2001, the aggregate market value of the
Common Stock held by non-affiliates of the Issuer (18,083,000)
was approximately $180,830.  The number of shares outstanding
of the Common Stock ($.00001 par value) of the Issuer as of the
close of business on November 30, 2001 was 96,583,000.

Documents Incorporated by Reference:  None




                   PART I

Item 1.        Description of Business.

General Development of Business

     Nova International Films, Inc. (the "Company" or the
"Registrant") was incorporated in the State of Delaware on
November 27, 1984.  Prior to May 1993, the Company was
principally engaged in the business of developing, financing
and producing motion pictures for distribution.

     In January 1986, the Company completed an initial public
offering and raised gross proceeds of $1 million.  During
fiscal 1990, the Company was able to complete and release two
films it placed into production in fiscal 1989.  These films
were entitled "Triumph of the Spirit" and "Firebirds".
Additionally, in January 1990, the Company acquired from Epic
Productions, Inc. ("Epic") all of the issued and outstanding
capital stock of Byzantine Fire, Inc. which at the time owned
the rights to the completed film property "Why Me?".  This film
was also released during fiscal year 1990.  Other than the
foregoing, the Company has not been involved in the release of
any other films.

     The Company also had previously entered into an
agreement in principle with Epic, whereby the Company had the
option, should Epic produce, to co-produce a motion picture
entitled "Carlito's Way" (the "Carlito's Way Rights").  The
Company also had the contractual right (the "Van Damme Rights")
to engage Jean Claude Van Damme as the lead actor in a motion
picture subject to meeting certain terms and conditions set
forth in an agreement between the parties.  These two film
rights, together with the three films described above,
represented as of March 1993 all of the Company's interests in
various film properties.

     As a result of the closing of the Acquisition Agreement
in May 1993 (as described below under "Transfer of Film
Business"), the Company has no current business operations and
is in the process of seeking another business opportunity.  As
of the date of this report, the Company has no agreement,
understanding or arrangement to acquire or participate in any
specific business opportunity.  No assurance can be given that
the Company will be able to consummate any such arrangements
or, if consummated, that such business opportunity will be
successful.

     This report contains certain forward-looking statements
and information relating to the Company that are based on the
beliefs and assumptions made by the Company's management as
well as information currently available to the management.
When used in this document, the words "anticipate", "believe",
"estimate", and "expect" and similar expressions, are intended
to identify forward-looking statements.  Such statements
reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties and
assumptions.  Should one or more of these risks or
uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated or
expected.  The Company does not intend to update these forward-
looking statements.

Transfer of  Film Business

     Pursuant to an Acquisition Agreement dated March 3, 1993
(the "Acquisition Agreement") by and between the Company and
Epic, the Company on May 12, 1993 (the "Closing") sold,
assigned, transferred and conveyed to Epic and Epic acquired
from the Company (i) all of the issued and outstanding shares
of capital stock of each of Byzantine Fire, Inc., a California
corporation, Wings of the Apache, Inc., a California
corporation, and A/R Productions, Ltd., a California
corporation (collectively, the "Subsidiary Corporations"); (ii)
all rights to the completed films "Triumph of the Spirit",
"Firebirds" and "Why Me?" (sometimes collectively herein the
"Completed Films"), (iii) the Carlito's Way Rights and (iv) the
Van Damme Rights.

     In connection with the financing of the film "Triumph of
the Spirit", the Company was unable to pay to Credit Lyonnais
Bank Nederland N.V. (the "Bank") the note payable (the "Bank
Loan") incurred to finance such film at its original maturity
date of March 31, 1991.  The Company was able to negotiate an
extension of the maturity date of this note until September 30,
1991, but thereupon the Company became in default of its
obligation.

     Pursuant to the Acquisition Agreement, at Closing, (a)
the Company sold, assigned, transferred and conveyed to Epic
and Epic acquired from the Company (i) all of the issued and
outstanding shares of capital stock of each of the Subsidiary
Corporations, (ii) the Completed Films, (iii) the Carlito's Way
Rights and (iv) the Van Damme Rights, and in exchange therefor,
(b) Epic assumed all debts and liabilities of the Company with
respect to the assets acquired, paid the Company the sum of
$50,000, acquired a substantial portion of the Bank Loan from
the Bank as described below and modified the loan arrangements
thereunder plus other indebtedness due Epic from the Company.

     At Closing, Epic acquired all but $3 million of the
indebtedness under the Bank Loan from the Bank and modified the
payment terms of the Bank Loan assigned to it and other
indebtedness of the Company to Epic (which other indebtedness
was $983,069 as of April 30, 1993).  All of such indebtedness
acquired by Epic is hereinafter referred to as the "Primary
Obligations".

     On October 29, 1993, the Company and Epic entered into
an agreement whereby Epic assigned and contributed to the
capital of the Company the indebtedness described above as the
Primary Obligations of the Company to Epic of $7,171,933 plus
accrued and unpaid interest of $201,600.

     As indicated above, $3 million of indebtedness under the
Bank Loan was not acquired by Epic. In connection therewith,
the Bank, Epic and the Company entered into an agreement at
Closing which provided that such portion of the Bank Loan (the
"Nonrecourse Obligations") be nonrecourse to the Company and
payable interest and then principal only from operating
receipts from "Triumph of the Spirit"which was acquired by Epic
pursuant to the Acquisition Agreement.

     As of November 30, 1995, the Company assigned to Epic
and Epic assumed the remaining $3 million Nonrecourse
Obligations plus interest thereon.  As a result thereof, the
Company eliminated its bank indebtedness.

     As a result of the foregoing, and as stated above, the
Company has no current business operations and is in the
process of seeking  another business opportunity.  As of the
date of this report, the Company has no agreement,
understanding or arrangement to acquire or participate in any
specific business opportunity. No assurance can be given that
the Company will be able to consummate any such arrangements
or, if consummated, that such business opportunity will be
successful.

Financial Information about Industry Segments

     The Company, which has no current business operations,
has begun and will continue to seek another business
opportunity.  The Company was previously engaged solely in the
film industry.  As a result, there are no separate industry
segments in connection with the business of the Company.  For
financial information, reference is made to the financial
statements included elsewhere herein.


Search for Business Opportunities

     As described above, the Company  has no current business
operations.  As such, the Company can now be defined as a
"shell" corporation, whose principal business purpose at this
time is to locate and consummate a merger or acquisition with a
private entity.  Because of the Company's current status, in
the event the Company does successfully acquire or merge with
an operating business opportunity, it is likely that the
Company's present shareholders will experience substantial
dilution and there will be a probable change in control of the
Company.

     Management has begun and will continue to investigate,
research and, if justified, potentially acquire or merge with
one or more businesses or business opportunities. The Company
currently has no commitment or arrangement, written or oral, to
participate in any business opportunity and management cannot
predict the nature of any potential business opportunity it may
ultimately consider. Management has broad discretion in its
search for and negotiations with any potential business or
business opportunity.

     The Company has determined not to limit its search for a
potential business or business opportunity to any specific
industry or industries.  In this regard, the Company has and
will not  restrict its search to any specific geographical
location, and the Company may participate in a business venture
of virtually any kind or nature.

     The discussion of the business under this caption is
purposefully general and not meant to be restrictive of the
Company's virtually unlimited discretion to search for and
enter into potential business opportunities.  No assurance can
be given, however, that any transaction will in fact be
consummated.

     Management anticipates that it may be able to
participate in only one potential business venture.  The
Company may seek a business opportunity in the form of firms
which have recently commenced operations, are developing
companies in need of additional funds for expansion into new
products or markets, are seeking to develop a new product or
service,  or are established businesses which may be
experiencing  financial or operating difficulties and are in
need of additional capital.  In some instances, a business
opportunity may involve the acquisition or merger with a
company which does not need substantial additional cash but
which desires to establish a public trading market for its
Common Stock.  A company which seeks the Company's
participation in attempting to consolidate its operations
through a merger, reorganization, asset acquisition, or  some
other form of combination may  desire to do so to avoid what it
may deem to be adverse consequences of undertaking a public
offering itself.  Factors considered may include time delays,
significant expense, loss of  voting control and the inability
or  unwillingness to comply with various federal and state laws
enacted for the protection of investors.

     The Company anticipates that the selection of a business
opportunity in which to participate will be complex and
extremely  risky.  Because of general economic conditions,
rapid technological advances being made in some industries, and
shortages of available  capital, management believes that there
are numerous firms seeking even the limited additional capital
which the Company has and/or the benefits of a publicly traded
corporation.  Such perceived benefits of a publicly traded
corporation may include facilities or improving the terms on
which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means
for providing incentive stock options  or similar benefits to
key employees, providing liquidity (subject  to restrictions of
applicable statutes) for all shareholders, and other factors.
Potentially available business opportunities may occur in many
different industries and at various stages of development, all
of  which  will  make  the  task of comparative investigation
and analysis of such business opportunities extremely difficult
and  complex.

     The Company has insufficient capital with  which to
provide the owners of business opportunities with any
significant  cash or other assets.  However, management
believes the Company  will offer owners of business
opportunities the opportunity to  acquire a controlling
ownership interest in a public company at substantially less
cost than is required to conduct an initial public offering.
The owners of the business opportunities will, however, incur
significant post-merger or acquisition registration  costs in
the event they wish to register a portion of their shares for
subsequent sale.  The Company will also incur significant legal
and accounting costs in connection with the acquisition of a
business opportunity including the costs of preparing Form 8-
K's, agreements and related reports and documents.
Nevertheless, Management of the Company has not conducted
market research and is not aware of statistical data which
would support the perceived benefits of a  merger or
acquisition transaction for the owners of a business
opportunity.

     The analysis of new business opportunities will be
undertaken by or under the supervision of the Company's
Chairman of the Board.  Management intends to concentrate on
identifying preliminary prospective business opportunities
which may be brought to its attention through present
associations.  In analyzing prospective business opportunities,
management will  consider such matters as the available
technical, financial, and  managerial resources; working
capital and other financial requirements; history or operation,
if any; prospects for the future; nature of present and
expected competition; the quality  and experience of management
services which may be available and the depth of that
management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but
which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or  expansion; the
potential for profit; the perceived public recognition or
acceptance of products, services, or trades; name
identification; and other relevant factors.  Management of the
Company will meet personally with management and key personnel
of the firm sponsoring the business opportunity as part  of its
investigation.  To the extent possible, the Company  intends to
utilize written reports and personal investigation to evaluate
the above factors.

     It may be anticipated that any opportunity in which the
Company participates will present certain risks.  Many of these
risks cannot be adequately identified prior to selection of the
specific opportunity,  and  shareholders of the Company must,
therefore, depend on the ability of management to identify and
evaluate such risks. In the case of some of the opportunities
available to the Company, it may be anticipated that the
promoters thereof have been unable to develop a going concern
or that such business is in its development stage in that it
has not generated significant revenues from its principal
business activity prior to the  Company's participation, and
there is a risk, even after the Company's participation in the
activity and the related expenditure  of the Company's funds,
that the combined enterprises will still  be unable to become a
going concern or advance beyond the development stage.  Many of
the opportunities may involve new and untested products,
processes, or market strategies which may not succeed.  Such
risks will be assumed by the Company and, therefore, its
shareholders.

     In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity.  It may also
purchase  stock or assets of an existing business.  It should
be noted  that the Company likely has insufficient capital with
which to make any acquisitions.  Accordingly, in any of the
transactions  alluded to herein, it is likely that the
consideration utilized to make any acquisitions will consist of
equity securities.

     In the event that an acquisition is made utilizing
primarily equity securities (as is expected to be the case),
the  percentage ownership of present shareholders will be
diluted,  the extent of dilution depending upon the amount so
issued.  Persons acquiring shares in connection with any
acquisition of a business may obtain an amount of equity
securities sufficient to  control the Company.  In addition,
the Company's Directors may, as part of the terms of the
acquisition  transaction, resign and be replaced by new
directors without a  vote of the Company's shareholders.
Further, if the Company were  to issue substantial additional
securities in any acquisition,  such issuance might have an
adverse effect on the trading market  in the Company's
securities in  the future.

     As part of the Company's investigation, Management of
the Company intends to  meet personally with management and key
personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of
the Company's limited financial resources and management
expertise.

     The manner in which the Company participates in an
opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties,
the management of the opportunity, and the relative negotiating
strength of the Company and such other management.

     With respect to any mergers or acquisitions,
negotiations  with target company management will be expected
to focus on the  percentage of the Company which target company
shareholders would  acquire in exchange for their shareholdings
in the target company.  Depending upon, among other things, the
target company's assets and  liabilities, the Company's
shareholders will in all likelihood  hold a lesser percentage
ownership interest in the Company  following any merger or
acquisition.  The percentage ownership  may be subject to
significant reduction in the event the Company acquires a
target company with substantial assets.  Any merger or
acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by
the Company's  shareholders.

     The Company will participate in a business opportunity
only after the negotiation and execution of appropriate written
agreements.  Although the terms of such agreements cannot be
predicted, generally such agreements will require specific
representations and warranties by all of the parties thereto,
will  specify certain events of default, will detail the terms
of  closing and the conditions which must be satisfied by each
of the  parties prior to such closing, will outline the manner
of bearing  costs if the transaction is not closed, will set
forth remedies on default, and will include miscellaneous other
terms.

Employees

     Other than its two officers, the Company currently has
no employees.

Competition

     In connection with its search for another business
opportunity, the Company will remain an insignificant
participant among firms which engage in the acquisition of
business  opportunities.  There are many established venture
capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than
the Company.  In view of the Company's limited financial
resources and limited management availability, the Company will
continue to be at a significant competitive disadvantage
compared to the Company's competitors.

Uncertainties and Risk Factors

     In addition to other information and financial data set
forth elsewhere in this report, the following risk factors
should be considered carefully in evaluating the Company.

     NO CURRENT BUSINESS OPERATIONS.  Since May 1993,  the
Company has no current business operations. With no current
business operations, the Company  can now be defined as a
"shell" corporation, whose principal business purpose at this
time is to locate and consummate a merger or acquisition with a
private entity.  There is no assurance the Company's intended
merger or acquisition activities will be successful or result
in revenue or profit to the Company.  The likelihood of success
of the Company must be considered in light of the risks,
expenses, difficulties and delays frequently encountered in
connection with the operation and development of a new
business.  There is nothing at this time upon which to base an
assumption that any business or business opportunity the
Company acquires will prove successful, and there is no
assurance that it will be able to operate profitably.

     EXTREMELY LIMITED CAPITALIZATION.  The Company has
insufficient capital with which to make any significant asset
acquisitions.  Accordingly, in any of the transactions alluded
to herein, it is likely that the consideration utilized to make
any acquisitions will consist of equity securities.  In
addition,  inasmuch as the Company's capitalization is limited
and the issuance of additional Common Stock will result in a
dilution of  interest for present shareholders, it is unlikely
the Company will be capable of negotiating more than one merger
or acquisition.  Consequently, the Company's lack of
diversification  may  subject  the  Company to economic
fluctuation within a particular industry in which a target
company  conducts business.

     LACK OF REVENUES AND BUSINESS OPERATIONS; DOUBTFUL
ABILITY TO CONTINUE AS A GOING CONCERN.  As a result of the
Company's lack of revenues and business operations, the
Company's independent auditor's report, dated November 21,
2001, for the year ended October 31, 2001, states that these
conditions raise substantial doubt about the Company's ability
to continue as a going concern.  The Company has no current
business operations and is in the process of seeking a business
opportunity.  As of the date of this report, the Company has no
agreement, understanding or arrangement to acquire or
participate in any specific business opportunity.  No assurance
can be given that the Company will be able to consummate any
such arrangements or, if consummated, that such business
opportunity will be successful.  Management has indicated that
for the foreseeable future it will cover those costs necessary
to retain the Company's corporate charter, file necessary tax
returns, report to the Securities and Exchange Commission, and
cover certain expenses in seeking business opportunities.

     COMPETITION FOR BUSINESS OPPORTUNITIES.  The Company is
aware that there are many other public companies with only
nominal assets that are also searching for operating businesses
and other business opportunities as potential acquisition or
merger candidates.  The Company will be in direct competition
with these other public companies in its search for business
opportunities.  In addition, the Company expects to encounter
substantial competition in its efforts to attract business
opportunities from business development companies, venture
capital partnerships and corporations, venture capital
affiliates of large industrial and financial institutions,
small business investment companies and wealthy individuals.
Competition in the search for business opportunities is
principally based upon experience in connection with
identifying and effecting business acquisitions, financial and
personnel resources and technical expertise.  Many of these
entities have significantly greater experience, financial and
personnel resources, and managerial and technical capabilities
than the Company and in all likelihood will be in a better
position than the Company to obtain access to attractive
business opportunities.  In  view of the Company's limited
financial resources and personnel, the Company will continue to
be at a significant competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination.

     LACK OF MARKET RESEARCH OR IDENTIFICATION OF ACQUISITION
OR MERGER CANDIDATE.  The Company has neither conducted nor
have others made available to it results of market research
concerning the availability of potential business
opportunities.  Therefore, management has no assurance that
market demand exists for a merger or acquisition as
contemplated by the Company. Although the Company has
determined to initially limit its search for a potential
business or business opportunity to firms involved or intending
to be involved in the telecommunications and/or internet
industries, there is no assurance the Company will be able  to
acquire a business opportunity on terms favorable to the
Company.

     CONFLICTS OF INTEREST - POSSIBLE NEGOTIATION OR
OTHERWISE GRANT OF CONSENT BY MANAGEMENT TO PURCHASE OF
MANAGEMENT'S COMMON STOCK.  As a condition to or in connection
with a proposed merger or acquisition transaction, management
may actively negotiate or otherwise consent to the purchase of
all or a portion of  its shares of Common Stock.  In connection
with any such stock purchase transaction, it is possible that a
premium may be paid for management's shares of Common Stock and
that the other shareholders in the Company may not receive any
portion  thereof in the event such premium may be paid.  Any
transaction structured in such manner may present management
with conflicts of interest and as a result of such conflicts,
may possibly compromise management's fiduciary duties to the
Company's shareholders, as the potential would therefore exist
for management to consider its own personal pecuniary benefit
rather than the best interests of the Company's other
shareholders.  In this regard, management and control
shareholders, if any, generally have a fiduciary obligation
under Delaware law to not effect transactions which are not in
good faith furtherance of rational corporate purposes or are
unfair to unaffiliated stockholders.    Further, the Company's
other shareholders may not be afforded an opportunity to
otherwise participate in any particular stock buy-out
transaction.  Additionally, in any such transaction, it is
possible, although not presently intended, that the Company may
borrow funds to be used directly or indirectly to purchase
management's shares.

     POSSIBLE CHANGE IN CONTROL AND MANAGEMENT.  The
successful completion of a merger or acquisition may result in
a  change of control of the Company.  Any such change in
control may  also result in the resignation or removal of the
Company's present management.

     REGULATION.   Although the Company is subject to
regulation under the Exchange Act, management believes the
Company will not be subject to regulation under the Investment
Company Act of 1940, insofar that the Company will not be
engaged in the business of investing or trading in securities.
Such Act defines an "investment  company" as an issuer which is
or holds itself out as being engaged primarily in the business
of investing, reinvesting or trading of  securities.  Although
management believes that the Company will not be subject to
regulation under such Act insofar that the Company does not
intend to engage in such  activities, the Company has obtained
no formal determination as to the status of the Company under
such Act.  The Company could be expected to incur significant
registration and compliance costs if required to register under
the Investment Company Act of 1940.  Accordingly, management
will continue to review the Company's activities from time to
time with a view toward reducing the likelihood the Company
could be classified as an "investment company".

     TAXATION.   In  the course of any acquisition or  merger
the Company may undertake, a substantial amount of attention
will be focused upon federal and state tax consequences to both
the Company and the "target" company.  Presently, under Section
368 of the Internal Revenue Code of 1986, as amended, a
statutory merger or consolidation is an exempt transaction and
may be tax-free if effected in accordance with State law.
While the Company expects to undertake any merger or
acquisition so as to minimize federal and state tax
consequences to both the Company and the "target" company,
there is no assurance that such business combination will meet
the statutory requirements of a reorganization or that the
parties will obtain the intended tax-free treatment upon a
transfer of stock or  assets. A nonqualifying reorganization
could result in the imposition of both federal and state taxes
which may have substantial adverse effect on the Company.

     LIMITATION ON LIABILITY OF DIRECTORS.  The  Company's
Certificate of Incorporation provides that a director of the
Company will not be personally liable to the Company or its
shareholders for monetary damages resulting from breaches of
his fiduciary duty of care as a director, including breaches
which  constitute gross negligence.  As a result, the rights of
the Company  and its shareholders to obtain monetary damages
for acts or omissions of directors will be more limited than
they would be  in the absence of such provision.  The provision
would not apply  to a violation of a director's responsibility
under the Federal securities laws.

     POSSIBLE USE OF DEBT FINANCING; DEBT OF AN ACQUIRED
BUSINESS.  There are currently no limitations relating to the
Company's ability to borrow funds to increase the amount of
capital available to the Company to effect a business
combination or otherwise finance the operations of an acquired
business.  The amount and nature of any borrowings by the
Company will depend on numerous considerations, including the
Company's capital requirements, the Company's perceived ability
to meet debt service on such borrowings, and then-prevailing
conditions in the financial markets, as well as general
economic conditions.  There can be no assurance that debt
financing, if required or otherwise sought, will be available
on terms deemed to be commercially acceptable and in the best
interest of the Company.  The inability of the Company to
borrow funds required to effect or facilitate a business
combination, or to provide funds for an additional infusion of
capital into an acquired business, may have a material adverse
effect on the Company's financial condition and future
prospects.  Additionally, to the extent that debt financing
ultimately proves to be available, any borrowings may subject
the Company to various risks traditionally associated with
incurring of  indebtedness, including the risks of interest
rate fluctuations and insufficiency of cash flow to pay
principal and interest.   Furthermore, an acquired business may
already have previously-incurred debt financing and, therefore,
the risks inherent thereto, as discussed above.

     CUMULATIVE VOTING AND PRE-EMPTIVE RIGHTS.  There are no
pre-emptive rights in connection with the Company's Common
Stock.  Therefore, current shareholders of the Company will be
in all likelihood significantly diluted in their percentage
ownership of the Company in  the event the Company issues
shares of stock in connection with  an acquisition of a
business or business opportunity.  Cumulative voting in the
election of directors is not  allowed.  Accordingly, the
holders of a majority of the shares  of  Common Stock, present
in person or by proxy, will be able to  elect all of the
Company's Board of Directors.

     DIVIDENDS.   At the present time the Company does not
anticipate paying dividends on its Common Stock in the
foreseeable future.  Any future dividends will depend on
earnings, if any, of the Company, its financial requirements
and  other  factors.

     POTENTIAL FUTURE SALES PURSUANT TO RULE 144.  Certain
shares of Common Stock presently held by management and others
are "restricted securities" as that term is defined in Rule
144, promulgated under the Securities Act.  Under Rule 144, a
person (or persons whose shares are aggregated) who has
satisfied a one-year holding period, may, under certain
circumstances sell within any three-month period a number of
shares which does not exceed the greater of 1% of the then
outstanding shares of Common Stock, or the average weekly
trading volume during the four calendar weeks prior to such
sale.  Rule 144 also permits, under certain circumstances, the
sale of shares without any quantity limitation by a person  who
is not an affiliate of the Company and who has satisfied a two-
year holding period.  Such holding periods have already been
satisfied in many instances.  Therefore, actual sales or the
prospect of sales of such shares under Rule 144 in the future
may depress the prices of the Company's securities.

     ISSUANCE OF SHARES IN MERGER OR ACQUISITION.  Any
acquisition effected by the Company may result in  the issuance
of additional Common Stock without shareholder approval and may
result in substantial dilution in the percentage of the
Company's securities held by the Company's  then-shareholders.
Moreover, the Common Stock issued in any such  merger or
acquisition transaction may be valued on an arbitrary or non
arm's-length basis by management of the Company, resulting in
an additional reduction in the percentage of securities held by
the Company's then-shareholders.

     PENNY STOCK RULES.  The Company's Common Stock is
covered by a Securities and Exchange Commission rule that
imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than
established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals
with net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the rule, the broker/dealer must make a
special suitability determination for the purchaser and have
received the purchaser's written agreement to the transaction
prior to the sale. Consequently, the rule may  affect the
ability of shareholders in this offering to sell their shares
in the secondary market.  In addition, Securities and Exchange
Commission rules impose additional sales practice requirements
on broker/dealers who sell penny securities. These rules
require a  summary of certain essential items. The items
include the risk of investing in penny stocks in both public
offerings and secondary marketing; terms important to an
understanding of the function of the penny stock market, such
as "bid" and "offer" quotes, a dealers "spread" and
broker/dealer compensation; the broker/dealer compensation, the
broker/dealers duties to its customers, including the
disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in cases of fraud in penny
stock transactions; and, the NASD's toll free telephone number
and the central number of the North American Securities
Administrators Association, for information on the disciplinary
history of broker/dealers and their associated persons.  The
additional burdens imposed upon broker/dealers by such
requirements may discourage broker/dealers from effecting
transactions in the Common Stock, which could severely limit
the market of the Company's Common Stock.

     RESTRICTIONS ON TRANSFERABILITY; LIMITED TRADING MARKET.
Only a limited trading market for the Common Stock currently
exists.  The market price of the Common Stock, which currently
is listed on the OTC Bulletin Board under the symbol NIFI, has
and may in the future be highly volatile.  In addition, the
Company believes that relatively few market makers make a
market in the Company's Common Stock.  The actions of any of
these market makers could substantially impact the volatility
of the Company's Common Stock.

Item 2.        Description of Property.

     The Company maintains its offices on a rent-free month-
to-month basis in office space provided by one of its officers.
The office is located at 6350 N.E. Campus Drive, Vancouver,
Washington 98661.

Item 3.        Legal Proceedings.

     At the present time, there is no material litigation
pending or, to management's knowledge, threatened against the
Company.

Item 4.        Submission of Matters to a Vote of Security-
               Holders.

     No matter was submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security
holders.

                  PART II

Item 5.        Market for Common Equity and Related Stockholder
               Matters.

     The Company's Common Stock is traded in the over-the-
counter market and is listed on the OTC Bulletin Board.  The
high and low bid quotations for the Company's Common Stock
tabulated below represent prices between dealers and do not
include retail markups, markdowns, commissions or other
adjustments and may not represent actual transactions.


                                       Bid Prices
     Period                        High           Low

Fiscal Year Ended October 31, 2000:

Nov. 1, 1999 to Jan. 31, 2000      $.01           $.01
Feb. 1, 2000 to April 30, 2000     $.20           $.03
May 1, 2000 to July 31, 2000       $.14           $.04
Aug. 1, 2000 to Oct. 31, 2000      $.0625         $.03

Fiscal Year Ended October 31, 2001:

Nov. 1, 2000 to Jan. 31, 2001      $.03           $.02
Feb. 1, 2001 to April 30, 2001     $.0625         $.03
May 1, 2001 to July 31, 2001       $.02           $.02
Aug. 1, 2001 to Oct. 31, 2001      $.01           $.01

     As of November 30,  2001, there were approximately 625
record holders of the Company's Common Stock.

     No dividends have been declared or paid on the Company's
Common Stock since inception.  The Company presently intends to
retain earnings, if ever achieved, for use in its business and,
therefore, there is no assurance when, or if ever, dividends
may be paid.

Item 6.        Management's Discussion and Analysis or Plan of
               Operation.

     The following discussion should be read in conjunction
with the Financial Statements and Notes thereto and is
qualified in its entirety by the foregoing.

     The Company had no revenues for the fiscal years ended
October 31, 2000 and 2001.  During the fiscal year ended
October 31, 2001, the Company had a net loss of $ $(4,369) as
compared to a net loss of $(9,046) during the fiscal year ended
October 31, 2000.

     On October 31, 2001, the Company had a working capital
deficit and stockholders' deficit of  $(15,546),  $2,878 in
cash, total assets of $2,878 and total liabilities of $18,424.
The working capital deficit and stockholders' deficit is
principally due to short term loans made by the President of
the Company in order to allow  the Company to meet certain
working capital needs.

     At the current time, the Company's sole means to pay for
its overhead operations is its existing cash in the total
amount of $2,878 as of October 31, 2001.  Accordingly, the
Company has significantly reduced its overhead.  In connection
therewith, the Company does not pay any officer salaries and
rent.  Its costs primarily include only those costs necessary
to retain its corporate charter, file necessary tax returns and
report to the Securities and Exchange Commission, and certain
expenses in seeking business opportunities.

     In addition, as a result of the closing of the
Acquisition Agreement (see Notes to the Financial Statements
included elsewhere herein), the Company has no current business
operations and is in the process of seeking a business
opportunity.  As of the date of this report, the Company has no
agreement, understanding or arrangement to acquire or
participate in any specific business opportunity.  During
fiscal 2001, the Company did enter into a letter of intent to
acquire Renewable Energy Corp.  Such negotiations have since
terminated.  No assurance can be given that the Company will be
able to consummate any other arrangements or, if consummated,
that such business opportunity will be successful.  Management
has indicated that for the foreseeable future it will cover
those costs necessary to retain the Company's corporate
charter, file necessary tax returns, report to the Securities
and Exchange Commission, and cover certain expenses in seeking
business opportunities.

Item 7.        Financial Statements.

     See the Financial Statements annexed to this report.

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

     None.


                        PART III

Item 9.        Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of  the Exchange Act.

     Set forth below are the present directors and executive
officers of the Company.  Note that there are no other persons
who have been nominated or chosen to become directors nor are
there any other persons who have been chosen to become
executive officers.  There are no arrangements or
understandings between any of the directors, officers and other
persons pursuant to which such person was selected as a
director or an officer.  Directors are elected to serve until
the next annual meeting of stockholders and until their
successors have been elected and have qualified.  Officers
serve at the discretion of the Board of Directors.

                    Present Position       Has Served As
Name           Age  and Offices            Director Since


William Rifkin  81  Chairman of the Board, December 1984
                    Secretary and Director

Martin Rifkin   40  President, Treasurer   April 1985
                    and Director

     WILLIAM RIFKIN  has been Chairman of the Board and a
Director of the Company since December 1984.  Since October
1994, he has also been Secretary of the Company.  From March
1990 to October 1994, he was also the Company's President.
From  1985  through  1991,  Mr.  Rifkin  was a Director of
Memory  Sciences  Corporation,  a  public company involved in
the  computer industry, and was its Treasurer from  April  1987
to January 1990.  Since 1984,  he  has  also been President and
a director of Profit  Merchandising Corp.  Mr. Rifkin is the
father of Martin Rifkin.

      MARTIN RIFKIN has been President and Treasurer of the
Company since  October 1994 and a Director since April 1985.
In addition, from April 1985 to October 1994, he was Vice
President of the Company. Since December 1985,  Mr.  Rifkin
has  been a Director of Nutrition  Now, Inc., a public company
which manufactures  and  markets nutritional supplements and
since  November  1987,  he  has  been  its Secretary  and
Treasurer and since February 1992, its  President.  Also,  from
August 1988 to February 1992, he was its Vice President.  In
addition, Mr.  Rifkin  has been Treasurer and Director of
Profit Merchandising Corp. (see biography of William  Rifkin
above)  since September 1983 and Vice President since June
1985.  Since February 1994, Mr. Rifkin has been a Director of
Cyberia Holdings, Inc.  Also, from February 1994 to January
1997, he was its President, Secretary and Treasurer.  Martin
Rifkin is the son of William Rifkin.

Item 10.  Executive Compensation.

     For the fiscal year ended October 31, 2001, none of the
Company's executive officers received compensation from the
Company.

     Since inception, no director has received any
compensation for his services as such.  However, in the past,
directors have been and will continue to be reimbursed for
reasonable expenses incurred on the Company's behalf.

Item 11.  Security Ownership of Certain Beneficial Owners
               and Management.

     The following table sets forth certain information
regarding the beneficial ownership of the Company's Common
Stock as of November 30, 2001, by (i) each person who is known
by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock; (ii) each of the Company's
directors; and (iii) directors and officers of the Company as a
group:

                         Number              Percent
                         of Shares           of
Name and Address         Owned               Class

William Rifkin           53,050,000(1)       54.9%
6350 N.E. Campus Drive
Vancouver, WA

Martin Rifkin            25,450,000(2)       26.4%
6350 N.E. Campus Drive
Vancouver, WA

All Officers and         78,500,000(1)(2)    81.3%
Directors as a Group
(consisting of 2 persons)


     (1)  Includes 2,000,000 shares owned of record by the wife of
     William Rifkin, which shares may be deemed to be
     beneficially owned by him.

     (2)  Includes 850,000 shares owned of record by the wife of
     Martin Rifkin, which shares may be deemed to be
     beneficially owned by him, and 150,000 shares held by
     Martin Rifkin as custodian for his daughter under the
     Uniform Gifts to Minors Act.

Item 12.  Certain Relationships and Related Transactions.

     During the fiscal years ended October 31, 2000 and
October 31, 2001, Martin Rifkin made short term loans to the
Company in order to allow  the Company to meet certain working
capital needs.  As of October 31, 2001, the principal balance
owing was in the amount of $16,624.  Such loans are without
interest and payable on demand.

Item 13.  Exhibits, List and Reports on Form 8-K.

     (a)  Exhibits.

     3.1  Certificate of Incorporation of Registrant with
          filing receipt(1)
     3.2  Certificate of Amendment of Certificate of
          Incorporation with filing receipt (filed
          November 17, 1989)(2)
     3.3  By-Laws of Registrant(1)
     4.1  Specimen of Common Stock Certificate of
          Registrant(1)


     (1)  Incorporated herein by reference from Registrant's
     Registration Statement on Form S-18, effective November
     12, 1985.

     (2)  Incorporated herein by reference from Registrant's
     Annual Report on Form 10-K for the fiscal year ended
     October 31, 1989.

     (b)  Reports on Form 8-K.

          Listed below are reports on Form 8-K filed during the
     last quarter of the period covered by this report:

     None.
                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                    NOVA INTERNATIONAL FILMS, INC.
                    (Registrant)


                    By: /s/ Martin Rifkin
                            Martin Rifkin, President


                    Dated: December 14, 2001




     Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant, and in the capacities and
on the dates indicated:

Signature              Title                            Date

/s/ William Rifkin     Chairman of the Board,          12/14/01
William Rifkin         Secretary and Director
                       (Principal Executive Officer,
                       Principal Financial Officer
                       and Principal Accounting
                       Officer)


/s/ Martin Rifkin      President, Treasurer            12/14/01
Martin Rifkin          and Director






GLASSER & HAIMS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
99 WEST HAWTHORNE AVENUE
VALLEY STREAM, N.Y. 11580


ALVIN M. GLASSER, C.P.A.              (516) 568-2700
IRWIN M. HAIMS, C.P.A.                TELECOPIER
                                      (516) 568-2911

REPORT OF CERTIFIED PUBLIC ACCOUNTANTS

THE BOARD OF DIRECTORS
NOVA INTERNATIONAL FILMS, INC.


We have audited the accompanying balance sheets of Nova
International Films, Inc. as of October 31, 2001 and the
related statements of operations, stockholder's equity, and
cash flows for the period November 1, 2000 through October 31,
2001.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Nova International Films, Inc. as of October 31,
2001 and the results of its operations and cash flows for the
period indicated above in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  As
discussed in Note 5 to the financial statements, the Company
has no revenues and business operations which raise substantial
doubts about its ability to continue as a going concern,
Management's plans in regard to these matters are also
described in Note 5.  The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.


GLASSER & HAIMS, P.C.

Valley Stream, New York
November 21, 2001



F-1

NOVA INTERNATIONAL FILMS, INC.
BALANCE SHEETS
OCTOBER 31, 2001




ASSETS

Cash                               $2,878

  Total assets                                   $2,878


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES:

Accounts payable
 and accrued expenses             $ 1,800
Short term loan                    16,624

  Total liabilities                             $18,424

COMMITMENTS AND CONTINGENCIES                        -

STOCKHOLDERS' EQUITY (DEFICIT):

Common Stock, $.00001 par value;
  100,000,000 shares authorized,
  96,583,000 shares issued
  and outstanding, respectively.  $   966
Additional paid-in capital      8,197,260
Accumulated deficit            (8,213,772)

  Total stockholders' (deficit)                $(15,546)

  Total liabilities
  and stockholders' (deficit)                  $  2,878





The accompanying notes are an integral part
of these statements.

F-2


NOVA INTERNATIONAL FILMS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)



                          For the Year      For the Year
                          Nov. 1, 2000      Nov. 1, 1999
                             Through           Through
                          Oct. 31, 2001     Oct. 31, 2000

REVENUES                          $-             $-

COSTS AND EXPENSES:
 Selling, general and
 administration expenses      $4,375         $9,059

  OPERATING LOSS             $(4,375)       $(9,059)

OTHER INCOME
 Interest income                  $6            $13

LOSS BEFORE PROVISION
FOR INCOME TAXES              (4,369)        (9,046)

PROVISION FOR INCOME TAXES         -              -

NET (LOSS)                   $(4,369)       $(9,046)

Net (loss) per share        $(.00005)      $(.00010)

Average no. of
shares outstanding        96,583,000     91,880,260







The accompanying notes are an integral part
of these statements.

F-3



NOVA INTERNATIONAL FILMS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED OCTOBER 31, 2000 AND 2001




                            Common Stock
                            $.00001 Par Value      Additional
                            No. of                 Paid-in
                            Shares        Amount   Capital

Balance
at October 31, 1999         73,583,000   $  736   $ 8,197,260

Sale of Capital Stock       23,000,000      230

Net (Loss)
from 11/1/99 thru 10/31/00

                            96,583,000   $  966   $ 8,197,260

Net (Loss)
from 11/1/00 thru 10/31/01

Balance
at October 31, 10/31/01     96,583,000   $  966   $ 8,197,260


                             Accumulated
                             Deficit          Total

Balance
at October 31, 1999       $ (8,200,357)      $ (2,361)

Sale of Capital Stock                             230

Net (Loss)
from 11/1/99 thru 10/31/00      (9,046)        (9,046)

                          $ (8,209,403)       (11,177)

Net (Loss)
from 11/1/00 thru 10/31/01      (4,369)        (4,369)

Balance
at October 31, 10/31/01   $ (8,213,772)       (15,546)



The accompanying notes are an integral part
of these statements.

F-4


NOVA INTERNATIONAL FILMS, INC.
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH




                               For the Year      For the Year
                               Nov. 1, 2000      Nov. 1, 1999
                               Through           Through
                               Oct. 31, 2001     Oct. 31, 2000

Cash flows
from operating activities:
  Net loss                          $(4,369)     $(9,046)

  Adjustments to reconcile
  net loss to
  net cash provided
  by operating activities:
   Net changes in
   assets and liabilities:
   Account payable                       $-      $ 1,000

    Total adjustments                    $-       $1,000

    Net cash (used)
    by operating activities         $(4,369)     $(8,046)

Cash flows
from investing activities:
  Short term loan                   $ 6,000      $ 8,000

  Sale of Common Stock                    0          230

   Net cash provided
   by investing activities           $6,000       $8,230

  Net increase (decrease) in cash    $1,631       $  184
  Cash at beginning of period         1,247        1,063

  Cash at end of period              $2,878       $1,247



The accompanying notes are an integral part
of these statements.

F-5



NOVA INTERNATIONAL FILMS, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2001

1)  Nature of Business and Organization

Nova International Films, Inc. (the Company) was incorporated
on November 27, 1984 in the State of Delaware.  The Company was
formed for the purpose of financing and producing motion
pictures for distribution in the theatrical, home video and pay
and free television markets throughout the world.

a.  Issuance of Common Stock

On January 2, 1986, the Company completed a public offering,
whereby ten million (10,000,000) units were sold at $.10 per
unit, each unit consisting of one (1) share of Common Stock,
$.00001 par value, and one (1) Redeemable Common Stock Purchase
Warrant. These warrants have now lapsed.

b.  Disposition of Assets

On May 12, 1993 (the "Closing"), the stockholders of the
Company approved an Acquisition Agreement dated March 3, 1993
(the "Acquisition Agreement") by and between the Company and
Epic Productions, Inc. ("Epic"), pursuant to which the Company
sold, assigned, transferred and conveyed to Epic and Epic
acquired from the Company (i) all of the issued and outstanding
shares of capital stock of each of Byzantine Fire, Inc. a
California corporation, Wings of the Apache, Inc., a
California corporation, and A/R Productions, Ltd., a California
corporation (collectively, the "Subsidiary Corporations"); (ii)
all rights to the completed films "Triumph of the Spirit",
"Firebirds" and "Why Me?", (sometimes collectively herein the
"Completed Films"); and (iii) the Company's rights related to
the film project "Carlito's Way" and Jean Claude Van Damme.  In
exchange therefor, Epic assumed all debts and liabilities of
the Company with respect to the assets acquired, paid the
Company the sum of $50,000, acquired the Bank Loan from the
Bank as described in Note #4 "Debt" and modified the loan
arrangements thereafter plus other indebtedness due Epic from
the Company.


2)  Summary of Significant Accounting Policies

a.  Financial Statement Presentation

In accordance with the provisions of Statement of Financial
Accounting Standards No. 53, the Company has elected to present
an unclassified balance sheet.

b.  Per Share Amounts

Per share amounts are based on the weighted average number of
shares outstanding during the period.


F-6



NOVA INTERNATIONAL FILMS, INC.
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2001


3)  Short term loan

During the fiscal year ended October 31, 2000, and October 31,
2001 an officer of the Company made a short term loans to the
Company in order to allow the Company to meet certain working
capital needs.  Such loan is without interest and payable on
demand.

4)  Debt

In connection with the financing of the film "Triumph of the
Spirit", the Company was unable to pay Credit Lyonnais Bank
Nederland N.V. (the "Bank") the note payable (the "Bank Loan")
incurred to finance such film at its original maturity date of
March 31, 1991.  The Company was able to negotiate an extension
of the maturity date of this note until September 30, 1991, but
thereupon the Company became in default of its obligation.

Upon the Closing of the Acquisition Agreement, Epic acquired
the Bank Loan from the Bank and modified the payment terms of
the Bank Loan assigned to it and other indebtedness of the
Company to Epic.  In October 1993, Epic assigned and
contributed to the capital of the Company all of such
indebtedness of the Company to Epic plus accrued and unpaid
interest.  In addition, at the Closing, $3 million of
indebtedness (plus interest thereon) under the Bank Loan was
not acquired by Epic, pursuant to which the Bank, Epic and the
Company agreed that such portion of the Bank Loan (The
"Nonrecourse Obligations") be payable interest and then
principal only from operating receipts from "Triumph of the
Spirit" which was acquired by Epic  pursuant to the Acquisition
Agreement.

As of November 30, 1995, Nova assigned to Epic and Epic assumed
the remaining $3 million Nonrecourse Obligations plus interest
thereon.

5)  Liquidity and Capital Resources

At the current time, the Company's sole means to pay for its
overhead operations is its existing cash in the total amount of
$2,878. as of July 31, 2001.  Accordingly, the Company has
significantly reduced its overhead.  The Company has no current
business operations and is in the process of seeking a business
opportunity.  As of the date of this report, the Company has no
agreement, understanding or arrangement to acquire or
participate in any specific business opportunity.  No assurance
can be given that the Company will be able to consummate   any
such arrangements or, if consummated, that such business
opportunity will be successful.  Management has indicated that
for the foreseeable future it will cover those costs necessary
to retain the Company's corporate charter, file necessary tax
returns, report to the Securities and Exchange Commission, and
cover certain expenses in seeking business opportunities.



F-7