SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 2-98997-NY
NOVA INTERNATIONAL FILMS, INC.
(Exact name of Small Business Issuer as Specified 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 Executive Offices)
(360) 737-7700
(Issuer's Telephone Number, including Area Code)
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
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
Common, $.00001 par value per share: 96,583,000
outstanding as of August 31, 2001
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NOVA INTERNATIONAL FILMS, INC.
Index to Financial Information
Period Ended July 31, 2001
Item Page
Item 1 - Financial Statements
Balance Sheets 3
Statements of Operations 4-5
Statements of Cash Flows 6
Notes to Financial Statements 7-8
Item 2 - Management's Discussion
and Analysis
or Plan of Operation 9
NOVA INTERNATIONAL FILMS, INC.
BALANCE SHEETS
(Unaudited)
JULY 31, OCTOBER 31,
2001 2000
ASSETS
Cash $4,011 $1,247
Total assets $4,011 $1,247
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable and
accrued expenses $1,800 $1,800
Short term loan 16,624 10,624
Total liabilities $18,424 $12,424
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY:
Common Stock, $.00001 par value;
100,000,000 shares authorized,
96,583,000 shares issued
and outstanding, respectively. $ 966 $ 966
Additional paid-in capital 8,197,260 8,197,260
Accumulated deficit -8,212,639 -8,209,403
Total stockholders' equity $-14,413 $-11,177
Total liabilities and
stockholders' equity $4,011 $1,247
The accompanying notes are an integral part of these statements.
NOVA INTERNATIONAL FILMS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the For the
Quarter Ended Quarter Ended
July 31, 2001 July 31, 2000
REVENUES:
Interest $ 1 $ 5
COSTS AND EXPENSES:
General and administrative 1,232 $ 2,869
OPERATING LOSS $ -1,231 $ -2,864
PROVISION FOR INCOME TAXES $- $-
NET INCOME (LOSS) $ -1,231 -2,864
Net (Income loss) per share $-.00001 $-.00003
Average no. of
shares outstanding 96,583,000 96,583,000
The accompanying notes are an integral part of these statements.
NOVA INTERNATIONAL FILMS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Nine For the Nine
Mos. Ended Mos. Ended
July 31, 2001 July 31, 2000
REVENUES:
Interest $ 6 $ 10
COSTS AND EXPENSES:
General and administrative $3,242 $6,898
LOSS BEFORE PROVISION
FOR INCOME TAXES $ -3,236 $ -6,888
PROVISION FOR INCOME TAXES - -
NET INCOME (LOSS) $-3,236 $-6,888
Net Income (loss) per share $-.00003 $-.00007
Average no. of
shares outstanding 96,583,000 96,393,606
The accompanying notes are an integral part of these statements.
NOVA INTERNATIONAL FILMS, INC.
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(Unaudited)
For the Nine For the Nine
Months Ended Months Ended
July 31, 2001 July 31, 2000
Cash flows from operating activities:
Net loss $-3,236 $-6,888
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Net changes in assets and liabilities:
Accounts payable $- $0
Total adjustments $- $0
Net cash provided (used) by
operating activities $-3,236 $-6,888
Cash flows from investing activities:
Short term loan $ 6,000 $ 8,200
Sale of Common Stock 30
Net cash provided by
investing activities $6,000 $8,230
Net increase (decrease) in cash $2,764 $ 1,342
Cash at beginning of period 1,247 1,063
Cash at end of period $4,011 $2,405
The accompanying notes are an integral part of these statements.
NOVA INTERNATIONAL FILMS, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 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.
NOVA INTERNATIONAL FILMS, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2001
3) Short term loan
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
$4,011. 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.
Item 2. 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 from operations for the
three and nine months ended July 31, 2001 and for the three and
nine months ended July 31, 2000. During the three and nine
months ended July 31, 2001, the Company had a net loss of
$(1,232) and $(3,236), respectively, as compared to a net loss
of $(2,864) and $(6,888), respectively, during the three and
nine months ended July 31, 2000.
On July 31, 2001, the Company had a working capital
deficit and stockholders' deficit of $(14,413), $4,011 in
cash, total assets of $4,011 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 $4,011 as of July 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. 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
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. 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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security-
Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
There are no exhibits applicable to this Form
10-QSB.
(b) Reports on Form 8-K.
Listed below are reports on Form 8-K filed
during the quarter for which this report is
filed:
None.
SIGNATURES
In accordance with the requirements of the Exchange Act,
the Registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
NOVA INTERNATIONAL FILMS, INC.
(Registrant)
Dated: September 5, 2001 By: /s/ William Rifkin
William Rifkin,
Chairman of the Board
(Principal Executive Officer)
Dated: September 5, 2001 By: /s/ William Rifkin
William Rifkin, Principal
Financial Officer