U.S. SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
( ) TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended: Commission File Number:
January 31, 2003 2-98997-NY
NOVA INTERNATIONAL FILMS, INC.
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(Exact name of Company as specified in its charter)
DELAWARE 11-2717273
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
Suite 805, One Pacific Place,
88 Queensway, Hong Kong
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(Address of Principal Executive Offices) (Zip Code)
(852) 2891-3130
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(Company's telephone number, including area code)
Indicate by check mark whether the Company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Company was
required to file such reports) and (2) has been subject to filing requirements
for the past 90 days.
Yes X No
--- ---
The number of shares of Common Stock outstanding as of January 31, 2003 was
6,037,000.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
ITEM 1. FINANCIAL STATEMENTS
NOVA INTERNATIONAL FILMS, INC.
CONDENSED BALANCE SHEETS
JANUARY 31, OCTOBER 31,
2003 2002
(unaudited) (audited)
CURRENT ASSETS
Cash $ 100 $ 2,419
----------- -----------
Total assets $ 100 $ 2,419
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,800 $ 1,800
Short term loan - related party 16,948 18,524
----------- -----------
Total liabilities 18,748 20,324
----------- -----------
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' DEFICIENCY
Common Stock, $.00001 par value; 100,000,000
shares authorized, 6,037,000 shares issued and
outstanding, respectively 60 60
Additional paid-in capital 8,198,166 8,198,166
Accumulated deficit (8,216,874) (8,216,131)
----------- -----------
Total stockholders' deficiency (18,648) (17,905)
----------- -----------
Total liabilities and stockholders' deficiency $ 100 $ 2,419
=========== ===========
The accompanying notes are an integral part of these condensed statements.
NOVA INTERNATIONAL FILMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
For the three For the three
months ended months ended
January 31, 2003 January 31, 2002
REVENUE $ -- $ --
COSTS AND EXPENSES:
General and administrative 743 514
---------------- ----------------
OPERATING LOSS (743) (514)
PROVISION FOR INCOME TAXES -- --
---------------- ----------------
NET LOSS $ (743) $ (514)
================ ================
Net loss per share - basic and diluted $ -- $ --
================ ================
Average no. of shares outstanding - basic and diluted 6,037,000 6,037,000
The accompanying notes are an integral part of these condensed statements.
NOVA INTERNATIONAL FILMS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
For the three For the three
months ended months ended
January 31, 2003 January 31, 2002
Cash flows from operating activities:
Net loss $ (743) $ (514)
Adjustments to reconcile net loss to net cash used
in operating activities -- --
---------------- ----------------
Net cash used in operating activities (743) (514)
Cash flows from financing activities:
Repayment of short term loan (1,576) --
---------------- ----------------
Net cash used in financing activities (1,576) --
---------------- ----------------
Net decrease in cash (514)
(2,319)
Cash at beginning of period 2,419 2,878
---------------- ----------------
Cash at end of period $ 100 $ 2,364
================ ================
The accompanying notes are an integral part of these condensed statements.
NOVA INTERNATIONAL FILMS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED JANUARY 31, 2003
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.
During the late eighties and early nineties the Company was involved in
the production and co-production of various films and motion pictures. As of May
1993, the Company had no current business operations and since then has been
seeking another business opportunity. See Note 5 for information on an agreement
signed to acquire a 100% ownership interest in Solar Touch Limited. No assurance
can be given that the Company will be able to consummate such transaction or, if
consummated, that such business opportunity will be successful.
a. Issuance and Reverse Split 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.
On November 22, 2002, the Company effected a 1 for 16 reverse stock
split.
2) Summary of Significant Accounting Policies
a. Basis of presentation
The accompanying interim condensed financial statements are unaudited,
but in the opinion of the management of the Company, contain all adjustments,
which include normal recurring adjustments, necessary to present fairly the
financial position at January 31, 2003, the results of operations for the three
months ended January 31, 2003 and 2002, and cash flows for the three months
ended January 31, 2003 and 2002. The balance sheet as of October 31, 2002 is
derived from the Company's audited financial statements.
Certain information and footnote disclosures normally included in
financial statements that have been prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission, although
management of the Company believes that the disclosures contained in these
financial statements are adequate to make the information presented therein not
misleading. For further information, refer to the financial statements and the
notes thereto included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended October 31, 2002, as filed with the Securities and Exchange
Commission.
b. Earning (Loss) per Common Share
Basic earning (loss) per share is calculated by dividing the net
earning (loss) available to the common stockholders by the weighted average
number of common shares outstanding during the year. Diluted earning per share
is calculated assuming the issuance of common shares resulting from the exercise
of stock options and warrants. Dilutive securities are not included in the
calculation of loss per share because their effect would have been
anti-dilutive. As the Company has no outstanding options or warrants, basic and
diluted earnings (loss) per share are the same for the quarters ended January
31, 2003 and 2002. On November 22, 2002, the Company effected a 1 for 16 reverse
stock split. All share and per share amounts have been restated on the financial
statements to give effect to the reverse stock split. Loss per common share
calculations for the quarter ended January 31, 2002 give retroactive effect to
the 1-for-16 reverse split as if it occurred on November 1, 2001.
c. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
d. Income Taxes
The Company accounts for income taxes using the liability method
whereby deferred income taxes are recognized for the tax consequences of
temporary differences by applying statutory tax rates applicable to future years
to difference between the financial statement carrying amounts and the tax bases
of certain assets and liabilities. Changes in deferred tax assets and
liabilities include the impact of any tax rate changes enacted during the year.
e. New Accounting Pronouncements
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". This statement addresses the diverse accounting
practices for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The Company will be required
to adopt this statement effective January 1, 2003. The Company does not expect
that the adoption of SFAS No. 143 will have any effect on the Company's
financial statement presentation or disclosures.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which is effective January 1,
2002. SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of", and a portion of
APB Opinion No. 30, "Reporting the Results of Operations". This statement
provides a single accounting model for long-lived assets to be disposed of and
significantly changes the criteria that would have to be met to classify an
asset as held-for-sale.
Classification as held-for-sale is an important distinction since such
assets are not depreciated and are stated at the lower of fair value and
carrying amount. This statement also requires expected future operating losses
from discontinued operations to be displayed in the period(s) in which the
losses are incurred, rather than as of the measurement date as presently
required. The adoption of SFAS No. 144 did not have any effect on the Company's
financial statement presentation or disclosures.
In April 2002, the FASB issued SFAS 145, Rescission of FABS Statements
No.4,44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
SFAS 145 rescinds the provisions of SFAS No. 4 that requires companies to
classify certain gains and losses from debt extinguishments as extraordinary
items, eliminates the provisions of SFAS No. 44 regarding transition to the
Motor Carrier Act of 1980 and amends the provisions of SFAS No. 13 to require
that certain lease modifications be treated as sale leaseback transactions. The
provisions of SFAS 145 related to classification of debt extinguishments are
effective for fiscal years beginning after May 15, 2002. Earlier application is
encouraged. The Company does not believe the adoption of this standard will have
a material impact on the financial statements.
In July 2002, the FASB issued SFAS No. 146, "Accounting for
Restructuring Costs." SFAS 146 applies to costs associated with an exit activity
(including restructuring) or with a disposal of long lived assets. Those
activities can include eliminating or reducing product lines, terminating
employees and contracts and relocating plant facilities or personnel. Under SFAS
146, the Company will record a liability for a cost associated with an exit or
disposal activity when that liability is incurred and can be measured at fair
value. SFAS 146 will require the Company to disclose information about its exit
and disposal activities, the related costs, and changes in those costs in the
notes to the interim and annual financial statements that include the period in
which an exit activity is initiated and in any subsequent period until the
activity is completed. SFAS 146 is effective prospectively for exit or disposal
activities initiated after December 31, 2002, with the earlier adoption
encouraged. Under SFAS 146, a company cannot restate its previously issued
financial statements and the new statement grandfathers the accounting for
liabilities that a company had previously recorded under Emerging Issues Task
Force Issue 94-3.
In December 2002, the Financial Accounting Standards Board issued
Statement No. 148, "Accounting for Stock-Based Compensation-Transaction and
Disclosure - an amendment of FASB Statement No. 123," ("SFAS 148"). SFAS 148
amends FASB Statement No. 123, "Accounting for Stock Based Compensation" ("SFAS
123") and provides alternative methods for accounting for a change by
registrants to the fair value method of accounting for stock-based compensation.
Additionally, SFAS 148 amends the disclosure requirements of SFAS 123 to require
disclosure in the significant accounting policy footnote of both annual and
interim financial statements of the method of accounting for stock based
compensation and the related pro forma disclosures when the intrinsic value
method continues to be used. The statement is effective for fiscal years
beginning after December 15, 2002, and disclosures are effective for the first
fiscal quarter beginning after December 15, 2002.
3) Short Term Loan - Related Party
During the fiscal years ended October 31, 2001 and 2002, an officer of
the Company made 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) Going Concern
The accompanying financial statements have been prepared assuming that
the Company can continue as a going concern. The Company currently has no
revenue, business operations, a net loss of $743, a working capital deficiency
and stockholders' deficiency of $18,648 which raises substantial doubts about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
At the current time, the Company's sole means to pay for its overhead
operations is its existing cash in the total amount of $100 as of January 31,
2003. Accordingly, the Company has significantly reduced its overhead. The
Company had no business operations as of January 31, 2003 (See Note 5). 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.
5) Subsequent Event
On November 1, 2002, the Company signed a Share Exchange Agreement (the
"Exchange Agreement"), as amended by the Amended Share Exchange Agreement (the
"Amended Agreement"), dated February 21, 2003, to acquire a 100% ownership
interest in Solar Touch Limited ("Solar Touch") in exchange for 49,567,002
(post-split) shares of the Company's common stock. In addition, the Share
Exchange Agreement provides for the issuance of approximately 4,761,000
(post-split) shares to certain financial consultants. Solar Touch is a British
Virgin Islands corporation which owns a 49% equity interest in Baoding Pascali
Broadcasting Cable TV Integrated Information Networking, Co., Ltd. ("Baoding").
Baoding, a company established in the People's Republic of China, operates a
cable TV network in the municipality of Baoding, near Beijing, in the People's
Republic of China.
In November 2002, the Company granted an option to DSS Associates,
Carter Fleming International Ltd., Grand Unison Ltd., and Emerging Growth
Partners Inc. (the "Optionees") to purchase an aggregate of 4,750,000
(post-split) shares of common stock in the Company for a total of $50,000.
Pursuant to the Exchange Agreement, on February 28, 2003 (the "Closing
Date"), the Company acquired (the "Acquisition") from Kingston all of the issued
and outstanding equity interests of Solar Touch (the "Solar Touch Shares"). As
consideration for the Solar Touch Shares, the Company issued 49,567,002 shares
of its common stock to the Sellers. In addition to the common stock issued to
the Sellers, the Company also issued 4,760,931 shares to the Seller's financial
consultants. The consideration for the Acquisition was determined through arms
length negotiations between the management of the Company and the Sellers.
On the Closing Date, Mr. Martin Rifkin resigned as President, Treasurer
and a Director of the Company. On the same date, Mr. William Rifkin resigned
from his position as Chairman of the Board, Secretary and Director of the
Company. Effective March 1, 2003, Messrs. Jun-Tang Zhao, Raymond Ying-Wai Kwan,
Yau-Sing Tang and George Raney began serving their terms as members of the Board
of Directors of the Company. The newly elected directors appointed Mr. Raymond
Ying-Wai Kwan as the Chief Executive Officer and Yau-Sing Tang as the Chairman
of the Board of Directors and Chief Financial Officer.
Pursuant to the terms of the Amended Agreement, the Company has the
right to rescind the Acquisition. The Company may rescind the Acquisition if at
any time after April 30, 2003 and prior to the delivery of the audited financial
statements of Solar Touch, the Company has not been delivered the financial
statements which reflect (a) a positive net income for the fiscal year ended
December 31, 2002, (b) a stockholders' equity of at least US$6,000,000 and (c)
the elimination of the shareholders' loan in the principal amount of
US$5,875,793 and the capitalization of such amount on the books and records of
Solar Touch.
In the event of rescission, (i) the Company shall return to Kingston
the Solar Touch shares, (ii) the Sellers, their financial consultants and/or
their respective designees shall return and cancel the common stock issued
pursuant to the Exchange Agreement, (iii) the Company's current directors shall
appoint the designees of Mr. Martin Rifkin to the Board of Directors, and (iv)
the current directors and the officers of the Company shall submit their
resignations to be effective after the appointments described above. Mr. Martin
Rifkin has been designated to act on behalf of the Company in the event of
rescission. Rescission shall be without liability to the parties of the Exchange
Agreement.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:
In addition to historical information, this Quarterly Report contains
forward-looking statements. The forward-looking statements contained herein are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those reflected in the forward-looking statements.
Factors that might cause such a difference include, but are not limited to those
discussed in this section. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date thereof. Readers should carefully review the risks described in other
documents the Company files from time to time with the Securities and Exchange
Commission, including the Annual Report on Form 10-KSB for the fiscal year ended
October 31, 2002, the Quarterly Reports and Current Reports on Form 8-K by the
Company.
The following discussion and analysis should be read in conjunction
with the financial statements and the notes thereto, included as part of this
Quarterly Report.
Overview
Nova International Films, Inc. (the "Company") 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. Since May 1993, however, the Company has had
no current business operations and since then has been seeking another business
opportunity.
Plan of Operations
As mentioned above, since May 1993, the Company has had no current
business operations and since then has been seeking another business
opportunity. In November 2002, the Company signed a Share Exchange Agreement
(the "Exchange Agreement"), as amended by the Amended Share Exchange Agreement
(the "Amended Agreement"), dated February 21, 2003, to acquire a 100% ownership
interest in Solar Touch Limited ("Solar Touch") in exchange for 49,567,002
(post-split) shares of the Company's common stock. In addition, the Share
Exchange Agreement provides for the issuance of approximately 4,761,000
(post-split) shares to certain financial consultants. Solar Touch is a British
Virgin Islands corporation which owns a 49% equity interest in Baoding Pascali
Broadcasting Cable TV Integrated Information Networking, Co., LTD ("Baoding").
Baoding, a company established in the People's Republic of China, operates a
cable TV network in the municipality of Baoding, near Beijing, in the People's
Republic of China.
Recent Developments
Pursuant to the Exchange Agreement, on February 28, 2003 (the "Closing
Date"), the Company acquired (the "Acquisition") from Kingston all of the issued
and outstanding equity interests of Solar Touch (the "Solar Touch Shares"). As
consideration for the Solar Touch Shares, the Company issued 49,567,002 shares
of its common stock to the Sellers. In addition to the common stock issued to
the Sellers, the Company 4,760,931 to the Seller's financial consultants. The
consideration for the Acquisition was determined through arms length
negotiations between the management of the Company and the Sellers.
Election of New Directors and Officers
On the Closing Date, Mr. Martin Rifkin resigned as President, Treasurer
and a Director of the Company. On the same date, Mr. William Rifkin resigned
from his position as Chairman of the Board, Secretary and Director of the
Company. Effective March 1, 2003, Messrs. Jun-Tang Zhao, Raymond Ying-Wai Kwan,
Yau-sing Tang and George Ramey began serving their terms as members of the Board
of Directors of the Company. The newly elected directors appointed Raymond
Ying-Wai Kwan as the Chief Executive Officer and Yau-sing Tang as the Chairman
of the Board of Directors and Chief Financial Officer.
Right to Rescind the Acquisition
Pursuant to the terms of the Amended Agreement, the Company has the
right to rescind the Acquisition. The Company may rescind the Acquisition if at
any time after April 30, 2003 and prior to the delivery of audited financial
statements of Solar Touch, Solar Touch has not delivered financial statements
which reflect (a) a positive net income for the fiscal year ended December 31,
2002, (b) stockholders' equity of at least US$6,000,000 and (c) the elimination
of the shareholders' loan in the principal amount US$5,875,793 and the
capitalization of such amount on the books and records of Solar Touch.
In the event of rescission, (i) the Company shall return to Kingston
the Solar Touch Shares, (ii) the Sellers, their financial consultants and/or
their respective designees shall return and cancel the common stock issued
pursuant to the Exchange Agreement, (iii) the Company's current directors shall
appoint the designees of Martin Rifkin to the Board of Directors, and (iv) the
current directors and officers of the Company shall submit their resignations to
be effective after the appointments described in (iii) above. Martin Rifkin has
been designated to act on behalf of the Company in the event of a rescission.
Rescission shall be without liability to the parties of the Exchange Agreement.
A Form 8-K related to this transaction was filed with the Securities
Exchange Commission on March 17, 2003.
Results of Operations
The Company had no revenues for the quarter ended January 31, 2003.
During the quarter ended January 31, 2003, the Company had a net loss of $743 as
compared to a net loss of $514 during the quarter ended January 31, 2002.
Liquidity and Capital Resources
On January 31, 2003, the Company had a working capital deficiency and
stockholders' deficiency of $18,648, $100 in cash, total assets of $100 and
total liabilities of $18,748. The Company's auditors in their opinion dated
January 14, 2003 included a going concern paragraph in their report. The working
capital deficiency and stockholders' deficiency was 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 $100 as of January 31,
2003. Accordingly, the Company has significantly reduced its overhead. The
Company had no business operations as of January 31, 2003 (See Note 5). 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 3. CONTROLS AND PROCEDURES
1) Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the reports filed or submitted under the
Exchange Act of 1934 is recorded, processed, summarized and reported, within the
time periods specified in the rules and forms of the Securities and Exchange
Commission. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in the reports filed under the Exchange Act of 1934 is accumulated and
communicated to the Company's management, including its principal executive and
financial officers, as appropriate, to allow timely decisions regarding required
disclosure.
Within the 90 days prior to the filing of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including its principal executive and financial
officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon and as of the date of that
evaluation, the Company's principal executive and financial officer concluded
that the Company's disclosure controls and procedures are effective to ensure
that information required to be disclosed in the reports that the Company files
and submits under the Exchange Act of 1934 is recorded, processed, summarized
and reported as and when required.
2) Changes in Internal Controls
There were no changes in the Company's internal controls or in other
factors that could have significantly affected those controls subsequent to the
date of the Company's most recent evaluation.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities and Use of Proceeds.
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:
None
(b) Reports on Form 8-K:
Report on Form 8-K filed with the SEC on January 10, 2003.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: March 24, 2003
NOVA INTERNATIONAL FILMS, INC.
By: /s/ Raymond Ying-Wai Kwan
--------------------------
Name: Raymond Ying-Wai Kwan
Title:Chief Executive Officer
CERTIFICATION
I, Raymond Ying-Wai Kwan, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Nova
International Films, Inc.:
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods presented in this
quarterly report.
4. The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we
have:
(a) designed such disclosure controls and procedures to ensure
that material information relating to the Company, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
(b) evaluated the effectiveness of the Company's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The Company's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit
committee of Company's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's
ability to record, process, summarize and report financial
data and have identified for the Company's auditors any
material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Company's internal controls; and
6. The Company's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
March 24, 2003
/s/ Raymond Ying-Wai Kwan
--------------------------
Raymond Ying-Wai Kwan
Chief Executive Officer
I, Yau-Sing Tang certify that:
7. I have reviewed this quarterly report on Form 10-QSB of Nova
International Films, Inc.:
8. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
9. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Company as of, and for, the periods presented in this
quarterly report.
10. The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we
have:
(d) designed such disclosure controls and procedures to ensure
that material information relating to the Company, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
(e) evaluated the effectiveness of the Company's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
(f) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
11. The Company's other certifying officer and I have disclosed, based on
our most recent evaluation, to the Company's auditors and the audit
committee of Company's board of directors (or persons performing the
equivalent function):
(c) all significant deficiencies in the design or operation of
internal controls which could adversely affect the Company's
ability to record, process, summarize and report financial
data and have identified for the Company's auditors any
material weaknesses in internal controls; and
(d) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
Company's internal controls; and
The Company's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
March 24, 2003
/s/ Yau-Sing Tang
-----------------------
Yau-Sing Tang
Chief Financial Officer