UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM 10-KSB
                                 (Mark One)
[x]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the fiscal year ended       October 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 0-30653
                                             ---------

                        Book Corporation of America
                       -----------------------------
               (Name of small business issuer in its chapter)

          Utah                                           87-0375228
-------------------------------                  --------------------------
(State or other jurisdiction of                  (I.R.S. Employer I.D. No.)
incorporation or organization)

4894 Mt. Elbrus Drive, San Diego, California                         92117
(Address of principal executive offices)                         (Zip Code)

     Issuer's telephone number, including area code     (858) 565-1073
                                                       -----------------

Securities registered pursuant to section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

                   $.005 par value, common voting shares
                  ---------------------------------------
                              (Title of class)

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
report(s), and (2) has been subject to such filing requirements for the
past 90 days.  (1) Yes [X ]  No [  ]

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is 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.  [   ]

The issuer's revenue for its most recent fiscal year was: -0-

The aggregate market value of the issuer's voting stock held as of November
5, 2001, by non-affiliates of the issuer was approximately $10,486.

As of October 31, 2001, issuer had 2,349,540 shares of its $.005 par value
common stock outstanding.

Transitional Small Busines    Disclosure Format.  Yes [  ]  No [X]

Documents incorporated by reference: See Exhibits


     This Form 10-KSB contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.  For
this purpose any statements contained in this Form 10-KSB that are not
statements of historical fact may be deemed to be forward-looking
statements.  Without limiting the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "estimate" or "continue" or comparable
terminology is intended to identify forward-looking statements.  These
statement by their nature involve substantial risks and uncertainties, and
actual results may differ materially depending on a variety of factors,
many of which are not within the Company's control.  These factors include
but are not limited to economic conditions generally and in the industries
in which the Company may participate; competition within the Company's
chosen industry, including competition from much larger competitors;
technological advances and failure by the Company to successfully develop
business relationships.

Item 1.   Description of Business

     The Company was incorporated under the laws of the State of Utah on
November 22, 1978  for the purpose of (1) engaging primarily in the
specific business of acquiring, developing, owning, selling, leasing,
licensing, exploiting, and otherwise dealing with literary properties and
materials, copyrights, licenses, and other tangible and intangible
properties in connection with artistic ideas and endeavors, and to carry on
a negotiation for, production of, purchase of, sale, licensing,
distribution, advertising, and promotion of all rights, privileges, and
properties in the entertainment industry, including, but not limited to,
all types of theatrical motion pictures, theatrical stage plays, television
films, programs and commercials, radio recordings, books, and music
publications and music recordings and (2) acting as principal, agent, joint
venturer, partner, or in any other capacity which may be authorized or
approved by the Board of Directors of the Company.  The Company has no
"parents" or "predecessors," as those terms are defined under the federal
securities laws.

     In 1979 the Company conducted an intrastate public offering of its
common stock.  On October 10, 1988, the common stock of the Company was
reverse split 50 to 1, and the par value was changed from $0.01 to $.005
per share.  Also in October 1988, the Company acquired Sun Television
Entertainment, Inc., bringing assets of 36 motion picture screenplays
(subsequently valued at $-0-) and motion picture production equipment was
transferred to the Company by Visto International, Inc.

     The Company filed a Form 10-SB Registration Statement with the United
State Securities and Exchange Commission ("SEC") on May 18, 2000, which
registration became effective on July 18, 2000.

     Since its inception the Company has sustained continued losses and
currently has liabilities in excess of current assets.  In addition, the
Company has no revenue producing activities and is dependent upon its
officers to provide for its cash requirements.   These factors indicate
considerable doubt as to the Company's ability to continue as a going
concern. To date the Company has been unsuccessful in its efforts to
develop its entertainment business.

     Therefore, the Company intends to seek, investigate, and if warranted,
acquire an interest in a business opportunity.  The Company proposes to
seek a business opportunity within the entertainment industry.  The Company
has unrestricted discretion in seeking and participating in a business
opportunity, subject to the availability of such opportunities, economic
conditions and other factors.

                                     2


     The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise
of its business judgment.  There is no assurance that the Company will be
able to identify and acquire any business opportunity which will ultimately
prove to be beneficial to the Company and its shareholders.

     The risks inherent in seeking a business interest are further
complicated as a result of the fact that the Company is a dormant company,
holds limited resources and is unable to provide a prospective business
opportunity with capital.

     The Company's limited resources include property and equipment that
have been completely depreciated.  In addition, the Company has been unable
to market its films which are now more than twenty-five years old.  The
Company does not anticipate any future market developing for the films, and
subsequently, in October 1999, the value of the films were written down to
$-0- for each film.  Because the Company's resources are limited to
depreciated and unmarketable property, the Company's ability to acquire a
business opportunity within the entertainment industry may be affected.

Sources of Opportunities

     It is anticipated that business opportunities may be available to the
Company from various sources, including its officers and directors,
professional advisers, securities broker-dealers, venture capitalists,
members of the financial community, and others who may present unsolicited
proposals.

     The Company will seek a potential business opportunity from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other
businesses and professional people.  Although the Company does not
anticipate engaging  professional firms specializing in business
acquisitions or reorganizations, if management deems it in the best
interest of the Company, such firms may be retained.  In some instances,
the Company may publish notices or advertisements seeking a potential
business opportunity in financial or trade publications.

Criteria

     The Company intends to focus its search for prospective business
opportunities to the area of entertainment.  However, should other
opportunities become available, the Company may also  consider
opportunities outside the entertainment industry based on criteria outlined
below.

     In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; the history of
operations; prospects for the future; the nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of the management; the potential for success of the
opportunity; the potential for growth and expansion; the potential for
profit; and other relevant factors.

     To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the
other firm's management and personnel, the ability to market products, and
numerous other factors which are difficult if not impossible to analyze
through the application of any objective criteria.  In many instances, it
is anticipated that the results of operations of a specific firm may not
necessarily be indicative of the potential for the future because of the
requirement to substantially augment management, or other factors.
                                     3

     Generally, the Company will analyze all factors in the circumstances
and make a determination based upon a composite of available facts, without
reliance upon any single fact as controlling.

Methods of Participation of Acquisition

     Specific business opportunities will be reviewed and on the basis of
that review the legal structure or method of participation deemed by
management to be suitable will be selected. The Company may consider
structures and methods such as leases, purchase and sale agreements,
licenses, joint ventures, or other contractual arrangements and may involve
a reorganization, merger or consolidation transaction.  The Company may act
directly or indirectly through an interest in a partnership, corporation,
or other form of organization.

Procedures

     As part of the Company's investigation of business opportunities,
officers and directors may meet personally with management and key
personnel of the firm sponsoring the business opportunity, visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key
personnel, and conduct other reasonable measures.

     The Company will generally request that it be provided with written
materials regarding the business opportunity containing such items as: a
description of product, service and company history;  management resumes;
financial information; available projections with related assumptions upon
which they are based; and explanation of proprietary products and services;
present and proposed forms of compensation to management; a description of
transactions between the prospective entity and its affiliates; relevant
analysis of risks and competitive conditions; a financial plan of operation
and estimated capital requirements; and other information deemed relevant.

Competition

     The Company expects to encounter substantial competition in its
efforts to acquire a business opportunity.  The primary competition is from
other companies, organized and funded for similar purposes, small venture
capital partnerships and corporations, small business investment companies
and wealthy individuals who are interested in a business opportunity.  Many
of these companies and groups have substantial financial and personal
resources which give such companies considerable advantage over the
Company.

Employees

     The Company does not currently have any employees but relies upon the
efforts of its officers and directors to conduct the business of the
Company.


Reports to Security Holders
---------------------------
     The public may read and copy any materials filed by the Company with
the SEC at the SEC's Public Reference Room at 150 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
Company is an electronic filer and the SEC maintains an Internet site that
contains reports and other information regarding the Company which may be
viewed at http://www.sec.gov.


                                     4

Item 2.   Description of Property

     The Company owns filming equipment, including a filming truck,
cameras, lights, editing equipment, and other equipment valued at a total
depreciated value of $-0-.

     The Company holds nine films in its inventory for licensing or market
exploitation.  These films have been valued at historical cost of
$2,407,000.  In 1999, the films were revalued to $-0- because the Company
was unable to market them.

     Additionally, the Company owns 412 NTSC 3/4 inch format master video
cassettes.  These cassettes were valued at a historical cost of $40,000,
and have been revalued to $-0-.

     The Company holds the motion picture rights to thirty-six screen
plays, three novels, two short stories and fifty story titles and synopses.


These rights and screen plays have no current net asset value.

Item 3.   Legal Proceedings.

     To the knowledge of management, there is no material litigation
pending or threatened against the Company or its management.  Further, the
Company is not aware of any material pending or threatened litigation to
which the Company or any of its directors, officers or affiliates are or
would be a party.

Item 4.   Submission of Matters to a Vote of Securities Holders

          None.

PART II

Item 5.   Market for Common Equity and Related Stockholder Matters

     Market Price of and Dividends on the company's Common Equity and Other
Shareholder Matters.

     The Company's shares are currently traded on the Over-the-Counter
Bulletin Board ("OTCBB") under the symbol BCAM.  As of January 25, 2002,
the Company had approximately 247 shareholders holding 2,349,540 common
shares.  Of the issued and outstanding common stock, approximately 349,540
are free trading, the balance are "restricted securities" as that term is
defined in Rule 144 promulgated by the Securities and Exchange Commission.
The Company has never declared a dividend on its common shares.

     The published bid and ask quotations from the first available date
through the first available price are included in the chart below.  These
quotations represent prices between dealers and do not include retail
markup, markdown or commissions.  In addition, these quotations do not
represent actual transactions.

<Table>
<Caption>

                                          Closing Bid        Closing Ask
2001                                    High      Low       High      Low
----                                  -------   -------   -------   -------
<S>                                   <C>       <C>       <C>       <C>
Oct. 4 (First Available)                None      None      None      None

Nov.5 (First Available Price)            .03                None      None

</Table>

                                     5

The above information was obtained from Pink Sheets, LLC, located at 304
Hudson Street, 2nd Floor, New York, New York 10013.

     Currently, none of the Company's common shares are subject to
outstanding options or warrants to purchase, or securities convertible
into, common equity of the Company.  The Company has no agreements to
register shares on behalf of shareholders currently holding unregistered
securities.  The Company has not paid, nor declared, any dividends since
its inception and does not intend to declare any such dividends in the
foreseeable future.  The Company's ability to pay dividend is subject to
limitations imposed by Utah law.

Recent Sales of Unregistered Securities

None.

Item 6.   Plan of Operation

     The Company has no cash on hand and has experienced losses from
inception.  As of October 31, 2001, the Company had total liabilities
amounting to $37,786.  The Company has no material commitments for capital
expenditures for the next twelve months. In addition, the Company has no
source of funds and is totally dependent on it officers and directors for
any capital requirements.

     Should a business opportunity become available to the Company, the
Company's management may seek to raise additional capital by investment
from outsiders in the Company's common stock.


Item 7.   Financial Statements










                        Book Corporation of America
                       (A Development Stage Company)

                            Financial Statements

                              October 31, 2001
                                    and
                              October 31, 2000



/Letterhead/


                        Independent Auditors' Report
                       -----------------------------

Board of Directors
Book Corporation of America
(A Development Stage Company)

We have audited the accompanying balance sheets of Book Corporation of
America, (a Utah corporation) (a development stage company), as of  October
31, 2001, and the related statements of operations, stockholders' equity,
and cash flows for the period July 24, 1987, (Inception) to October 31,
2001, and the years ended October 31, 2001 and 2000.  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 audit 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 misstatements.  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 the significant estimates made by management, as well as
evaluating the overall financial statements presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of Book Corporation of
America., as of October 31, 2001, and the results of its operations and its
cash flows for the period July 24, 1987, (Inception) to October 31, 2001,
and the years ended October 31, 2001 and 2000, in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  As discussed in Note #7 to the
financial statements, the Company has an accumulated deficit and a negative
net worth at October 31, 2001.  These factors raise substantial doubt about
the Company's ability to continue as a going concern.  Management's plans
in regard to these matters are also discussed in Note #7.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.


/S/ Bierwolf, Nilson & Associates

Salt Lake City, Utah
December 31, 2001

                        Book Corporation of America
                       (A Development Stage Company)
                               Balance Sheets
                   For the Fiscal Years Ended October 31
<Table>
<Caption>

                                                         2001        2000
                                                    ----------  ----------
<S>                                                <C>         <C>
    Assets

Current Assets                                      $    -      $    -
--------------                                      ==========  ==========

    Liabilities & Stockholders' Equity

Current Liabilities

  Accounts Payable                                  $  37,336   $  16,107
  Taxes Payable                                           450         200
                                                    ----------  ----------
    Total Current Liabilities                          37,786      16,307

Stockholders' Equity
--------------------
  Common Shares 100,000,000 Authorized;
    $0.005 Par Value 2,349,540 Shares
    Issued & Outstanding                               11,748      11,748
  Paid In Capital                                   3,041,711   3,041,711
  Accumulated Deficit                              (3,091,245) (3,069,766)
                                                    ----------  ----------
    Total Stockholders' Equity                        (37,786)    (16,307)
                                                    ----------  ----------
    Total Liabilities & Stockholders' Equity        $    -      $    -
                                                    ==========  ==========


</Table>


 The accompanying notes are an integral part of these financial statements.
                                    F-3

                        Book Corporation of America
                       (A Development Stage Company)
                          Statements of Operations
                 For the Fiscal Years Ended October 31, and
         Accumulated for the Period November 22, 1978 (Inception)
                            to October 31, 2001
<Table>
<Caption>

                                          2001       2000     Accumulated
                                       ---------- ----------  ------------
<S>                                    <C>        <C>         <C>

Revenues                               $       -  $       -   $   250,000
                                       ---------- ----------  ------------
Expenses
--------

  Administrative Expenses                 21,229      3,611        38,783
  Depreciation                                 -          -       200,000
  Production Costs                             -          -       132,448
  Write Down of Film Inventory                 -          -     2,563,500
  Write Off of Investments &
   Other Assets                                -          -       195,671
  Bad Debt                                     -          -       200,000
  Failed Offering Costs                        -          -         5,917
                                       ---------- ----------  ------------
     Total Expenses                       21,229      3,611     3,336,319
                                       ---------- ----------  ------------
     Net Loss Before Income Taxes        (21,229)    (3,611)   (3,086,319)

     Income Tax Expense                      250        100           350
                                       ---------- ----------  ------------
     Net Loss                          $ (21,479) $  (3,711)  $(3,086,669)
                                       ========== ==========  ============
  Net Loss Per Share                   $   (0.00) $   (0.00)

  Shares Outstanding                   2,349,540  2,349,540


</Table>
 The accompanying notes are an integral part of these financial statements
                                    F-4


                        Book Corporation of America
                       (A Development Stage Company)
                     Statements of Stockholders' Equity
      For the Period November 22, 1978 (Inception) to October 31, 2001
<Table>
<Caption>
                                   Common Stock       Paid In   Accumulated
                                 Shares      Amount   Capital     Deficit
                               --------------------------------------------
<S>                             <C>        <C>       <C>       <C>
Balance, (Inception)
November 22, 1978                      -    $      -  $      -  $        -

Issues Shares for Cash
at $0.425 Per Share(Restated)    300,000       1,500   126,000           -

Issued Shares for Literary
Production & Equipment
at $0.06 Per Share             6,999,540      34,998   383,444           -

Net Losses Incurred from
Inception to October 31, 1986                                     (442,609)
                               --------------------------------------------
Balance, October 31, 1986      7,299,540      36,498   509,444    (442,609)

Net Loss for Year Ended
October 31, 1987                                                    (6,666)
                               --------------------------------------------
Balance, October 31, 1987      7,299,540      36,498   509,444    (449,275)

No Operations for Year
Ended October 31, 1988

Balance, October 31, 1988      7,299,540      36,498   509,444    (449,275)

Capital Contribution                                    55,917

Net Income for Year
Ended October 31, 1989                                             144,629
                               --------------------------------------------
Balance, October 31, 1989      7,299,540      36,498   565,361     (304,646)

Shares Returned by
Shareholders for Cancellation (4,950,000)    (24,750)   24,750

Net Loss for Year
Ended October 31, 1990                                            (217,129)
                               --------------------------------------------
Balance, October 31, 1990      2,349,540      11,748   590,111    (521,775)



                                 Continued
                                    F-5


                        Book Corporation of America
                       (A Development Stage Company)
                     Statements of Stockholders' Equity
      For the Period November 22, 1978 (Inception) to October 31, 2001

                                    Common Stock       Paid In  Accumulated
                                 Shares      Amount    Capital     Deficit
                               --------------------------------------------
Net Loss for Year Ended
October 31, 1991                                                   (11,224)
                               --------------------------------------------
Balance, October 31, 1991      2,349,540      11,748   590,111    (532,999)

Net Loss for Year Ended
October 31, 1992                                                   (11,236)
                               --------------------------------------------
Balance, October 31, 1992      2,349,540      11,748   590,111    (544,235)

Net Loss for Year Ended
October 31, 1993                                                   (11,248)
                               --------------------------------------------
Balance, October 31, 1993      2,349,540      11,748   590,111    (555,483)

Paid In Capital for
Contributed Assets                                   2,447,000

Net Loss for Year Ended
October 31, 1994                                                   (10,390)
                               --------------------------------------------
Balance, October 31, 1994      2,349,540      11,748 3,037,111    (565,873)

Net Loss for Year Ended
October 31, 1995                                                   (10,262)
                               --------------------------------------------
Balance, October 31, 1995      2,349,540      11,748 3,037,111    (576,135)

Contributed Capital                                      1,600

Net Loss for Year Ended
October 31, 1996                                                (2,434,597)
                               --------------------------------------------
Balance, October 31, 1996      2,349,540      11,748 3,038,711  (3,010,732)

Net Loss for Period Ended
October 31, 1997                                                    (8,788)
                               --------------------------------------------
Balance, October 31, 1997      2,349,540      11,748 3,038,711  (3,019,520)



                                 Continued
                                    F-6


                        Book Corporation of America
                       (A Development Stage Company)
                     Statements of Stockholders' Equity
      For the Period November 22, 1978 (Inception) to October 31, 2001

                                    Common Stock        Paid In Accumulated
                                 Shares      Amount     Capital    Deficit
                               --------------------------------------------
Contributed Capital                                       3,000

Net Loss for Period Ended
October 31, 1998                                                   (10,420)
                               --------------------------------------------
Balance, October 31, 1998      2,349,540     11,748   3,041,711 (3,029,940)

Net Loss for the Year Ended
October 31, 1999                                                   (36,115)
                               --------------------------------------------
Balance, October 31, 1999      2,349,540     11,748   3,041,711 (3,066,055)

Net Loss for the Year Ended
October 31, 2000                                                    (3,711)
                               --------------------------------------------
Balance, October 31, 2000      2,349,540     11,748   3,041,711 (3,069,766)

Net Loss for the Year Ended
October 31, 2001                                                   (21,479)
                               --------------------------------------------
Balance, October 31, 2001      2,349,540  $  11,748  $3,041,711 $(3,091,245)
                               ============================================


</Table>

 The accompanying notes are an integral part of these financial statements
                                F-7












                           Book Corporation of America
                          (A Development Stage Company)
                            Statements of Cash Flows
                       For the Years Ended October 31, and
            Accumulated for the Period November 22, 1978 (Inception)
                               to October 31, 2001
<Table>
<Caption>

                                                  2001       2000   Accumulated
                                            ---------- ----------  ------------
<S>                                         <C>        <C>         <C>
Cash Flows from Operating Activities
------------------------------------
  Net Loss                                  $ (21,479) $  (3,711)  $(3,091,245)
  Adjustments to Reconcile Net Loss to
   Net Cash Used by Operating Activities;
    Depreciation                                    -          -      200,000
  Noncash Transactions;
   Write Down of Film Inventory                     -          -    2,593,500
  Changes in Operating Assets & Liabilities;
    Increase in Accounts Payable               21,479      3,711        37,786
                                            ---------- ----------  ------------
    Net Cash Used by
    Operating Activities                            -          -     (259,959)

Cash Flows from Investing Activities                -          -             -
------------------------------------        ---------- ----------  ------------

Cash Flows from Financing Activities
------------------------------------

  Proceeds from the Sale of Common Stock            -          -      127,500
  Contributed Capital                               -          -       60,517
  Debt to Equity Conversion                         -          -       71,942
                                            ---------- ----------  ------------
    Net Cash Provided by
    Financing Activities                            -          -      259,959
                                            ---------- ----------  ------------

    Increase (Decrease) in Cash                     -          -             -

    Cash at Beginning of Period                     -          -             -
                                            ---------- ----------  ------------
    Cash at End of Period                   $       -  $       -   $         -
                                            ========== ==========  ============

Disclosure of Significant Operating Activities:
    Interest                                $       -  $       -   $         -
    Taxes                                           -          -             -

Significant Noncash Transactions:
  Acquisition of Films and Videos
   Cassette as Contributed Capital                  -          -     2,447,000
  Acquisition of Property & Equipment               -          -       200,000


</Table>
 The accompanying notes are an integral part of these financial statements
                                    F-8

                        Book Corporation of America
                       (A Development Stage Company)
                       Notes to Financial Statements
                              October 31, 2001

NOTE #1 - Organization
----------------------
The Company was incorporated under the laws of the state of Utah on
November 22, 1978.  The Company amended its Articles of Incorporation,
authorizing 100,000,000 shares of common stock having a par value of $0.005
per share.

The Articles of Incorporation grants the Company unlimited power to engage
in and to do any lawful act concerning any and all lawful businesses for
which corporations may be organized.  The Company currently seeks to
license films to television and to engage in market-by-market exploitation
of the films it holds in its film inventory.

In accordance with FASB 7 the Company is considered to be a development
stage company.

NOTE #2 - Significant Accounting Policies
-----------------------------------------
A.  The Company uses the accrual method of accounting.
B.  Revenues and directly related expenses are recognized in the period in
    which the sales are finalized with customers.
C.  The Company considers all short term, highly liquid investments, that
    are readily convertible to known amounts within ninety days as cash
    equivalents.  The Company currently has no cash equivalents.
D.  Basic Earnings Per Shares are computed by dividing income available to
    common stockholders by the weighted average number of common shares
    outstanding during the period.  Diluted Earnings Per Share shall be
    computed by including contingently issuable shares with the weighted
    average shares outstanding during the period.  When inclusion of the
    contingently issuable shares would have an antidilutive effect upon
    earnings per share no diluted earnings per share shall be presented.
E.  As a licensor of films to television or other markets the Company
shall recognize revenues on the dates of the exhibition for both percentage
and flat fee engagements.  Revenues from license agreements that meet the
requirements of FASB 53 shall be recognized when the license period begins.
F.  Costs to produce a film shall be capitalized as film costs inventory
and      shall be amortized using the individual film forecast computation
    method.
G.  Operating expenses and all type of income are recognized in the period
    in which the activities occur.
H.  Depreciation: The cost of property and equipment is depreciated over
the      estimated useful lives of the related assets.  The cost of leasehold
improvements is amortized over the lesser of the length of the lease of the
related assets for the estimated lives of the assets.  Depreciation and
amortization is computed on the straight line method.


                                 Continued
                                    F-9



                        Book Corporation of America
                       (A Development Stage Company)
                       Notes to Financial Statements
                              October 31, 2001

NOTE #3 - Non Cash Investing and Non Cash Financing Activities
--------------------------------------------------------------

In 1988, the Company  issued 200,000 shares of its common stock to a
related entity for assets valued at historical cost of $200,000.

The Company currently holds in its film inventory, films contributed to the
Company by principal stockholders.  In the year ended October 31, 1999, the
Company wrote off 100% of the cost of these films, because it has no plans
to aggressively market the films.

NOTE #4 - Public Stock Offering
-------------------------------

In 1979, the Company conducted an intrastate public offering of its common
stock shares and issued 15,000,000 pre split, 300,000 post split shares for
net proceeds of $127,500.

NOTE #5 - Income Taxes and Net Operating Loss Carryforwards
-----------------------------------------------------------

The Company has incurred losses that can be carried forward to offset
future earnings if provisions of the Internal Revenue Codes are met.  These
losses are as follows:

<Table>
<Caption>
                          Year of              Loss            Expiration
                           Loss               Amount               Date
                        ----------         -----------        ------------
                       <S>                <C>                <C>
                             1987          $    6,666                2002
                             1988                   -
                             1989                   -
                             1990             217,129                2005
                             1991              11,224                2006
                             1992              11,236                2007
                             1993              11,248                2008
                             1994              10,390                2009
                             1995              10,262                2010
                             1996              17,597                2011
                             1997               8,788                2017
                             1998              10,417                2018
                             1999              36,115                2019
                             2000               3,711                2020
                             2001              21,479                2021
</Table>

The Company has adopted FASB 109 to account for income taxes.  The Company
currently has no issues that create timing differences that would mandate
deferred tax expense.  Net operating losses would create possible tax
assets in future years.  Due to the uncertainty as to the utilization of
net operating loss carryforwards an evaluation allowance has been made to
the extent of any tax benefit that net operating losses may generate.

                                 Continued
                                    F-10

                        Book Corporation of America
                       (A Development Stage Company)
                       Notes to Financial Statements
                              October 31, 2001

NOTE #5 - Income Taxes and Net Operating Loss Carryforwards
-----------------------------------------------------------

<Table>
<Caption>
                                                         2001      2000
                                                     ---------- ----------
<S>                                                  <C>        <C>
  Current Tax Asset Value of Net Operating
    Loss Carryforwards at Current Prevailing
    Federal Tax Rate                                 $ 127,929  $ 170,999
  Evaluation Allowance at 100%
    Net Tax Assets                                    (127,929)  (170,999)
                                                     ---------- ----------
       Current Income Tax Expenses                   $     -    $    -
       Deferred Tax Expenses                               -         -
</Table>

NOTE #6 - Going Concern
-----------------------
The Company has sustained continued losses and currently has liabilities in
excess of current assets.  In addition, the Company has no revenue
producing activities and is dependent upon its officers to provide its cash
requirements.  These factors indicate considerable doubt as to the
Company's ability to continue as a going concern.

The Company's management seeks to raise additional capital by additional
investment from outsiders in the Company's common stock.

NOTE #7 - Related Party Transactions
------------------------------------
The Company's principal shareholders contributed nine films to the Company
for licensing and distribution.  These films have been valued at historical
cost or a discounted fair market value of $2,407,000.  In 1999, the films
were revalued to $-0- each because the Company has been unable to market
them.

Additionally, the Company's President contributed 412 NTSC 3/4 inch format
master video cassettes.  These cassettes were valued at a historical cost
of $40,000 and were revalued to have no current value.

NOTE #8 - Motion Picture Rights and Screen Plays
------------------------------------------------
The Company holds the motion picture rights to thirty-six screen plays,
three novels, two short stories and fifty story titles and synopses.  These
rights and screen plays have been recorded at net asset value to reflect
predecessor value and provisions of FASB 53 limiting such assets to a three
year life.




                                    F-11




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

     During 2000, the Company's Certified Public Accountant, Darrell
Schvaneveldt of Schvaneveldt and Company died.  His practice was acquired
by Crouch, Bierwolf & Associates, the Company's current Certified Public
Accountants.  Crouch, Beirwolf & Associates has since changed its name to
Beirwolf, Nilson & Associates.


PART III


Item 9.   Directors, Executive Officers, Promoters and Control Persons.

     The following table sets forth the name, age and position of each
executive officer and director and the term of office of each director of
the Corporation.

<Table>
<Caption>

NAME              AGE    POSITION                 DIRECTOR OR OFFICER SINCE
----------------  -----  ------------------------ -------------------------
<S>               <C>    <C>                      <C>
William Messerli  68     President & Director     October 10, 1988

Philip Yordan     87     Treasurer & Chairman     November 22, 1978
                         of the Board of Directors

Daniel A. Yordan  52     Secretary                November 22, 1978

</Table>
     Each director serves for a period of one year or until his successor
is duly elected and qualified.  Officers serve at the will of the Board of
Directors.

     William Messerli.   President and Director.  Mr. Messerli's background
includes a successful career in the fields of business, law, and finance.
Mr. Messerli did his undergraduate work at the University of Minnesota
graduating in 1959 with a B.S. in Business Administration. Mr. Messerli
continued his education at the William Mitchell College of Law, St. Paul,
Minnesota and received his Juris Doctorate in 1965.  He is the founder and
senior shareholder of Messerli & Kramer, a 50 lawyer general practice
Minneapolis law firm specializing in legislative, tax and corporate
matters, in which he was the managing partner for 30 years.  In 1975 he
founded and is currently a Director and majority stockholder of Burgundy
Properties, Inc., a real estate brokerage company specializing in the
acquisition and syndication of apartment complexes in the upper Midwest.
For the last five years Mr. Messerli has been principally engaged in the
private practice of law with Messerli & Kramer, P.A., and engaged in real
estate activities via Burgundy Properties, Inc. to a limited extent.  He
also has other business interests and has served on various boards of
directors.




                                     18

     Philip Yordan. Treasurer & Chairman of the Board of Directors.  Mr.
Yordan is an internationally known and respected writer and producer for
more than forty years and has devoted himself to being a playwright,
novelist, motion picture producer and screen writer.  He has been nominated
three times by the Academy of Motion Picture Arts and Sciences, winning an
Academy Award Oscar in 1954 for the film "Broken Lance" starring Spencer
Tracy. Mr. Yordan graduated from Kent College of Law, Chicago, Illinois in
1936 and passed the Illinois State Bar in 1937.  He later became a
Professor of Dramatic Arts at San Diego State University from 1975 to 1980.


 Mr. Yordan authored the play, "Anna Lucasta" which played for three years
on Broadway from 1944 to 1947. In addition, Mr. Yordan has been
instrumental in creating many famous films including some of the most
successful epic motion pictures ever produced.  Such films as:  "Battle of
the Bulge," "King of Kings," "Custer of the West," "El Cid," "Man from
Laramie," "Fall of the Roman Empire," "Fifty-five Days in Peking," "Circus
World," "The Harder They Fall," "The Bravados," "Broken Lance," "Naked
Jungle," "God's Little Acre," "Anna Lucasta," "No Down Payment," "Blowing
Wild," "The Chase," "Houdini," "Johnny Guitar," "Studs Lonigan," "The Day
of the Outlaw," "The Last Frontier," "Detective Story" and "The Unholy."
Mr. Yordan is also the President and Director of Security Film
Productions, Inc. and Westland Resources, Inc.


     Daniel A. Yordan. Secretary & Director.  Mr. Yordan graduated from
Gonzaga University with a Bachelors of Art in 1969.  He later became a
member of the American Society of Composers, Authors and Publishers in
1973.  From 1995 to 1999 Mr. Yordan was a research associate at Aquasearch,
Inc. and from 1999 to the present he has been a manufacturer's
representative for the same company.

     To the knowledge of management, during the past five years, no present
or former director, executive officer or person nominated to become a
director or an executive officer of the Company:

     (1)  filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by a court for the business or property of such person, or any
partnership in which he was a general partner at or within two years before
the time of such filing, or any corporation or business association of
which he was an executive officer at or within two years before the time of
such filing;

     (2)  was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations or other minor
offenses);

     (3)  was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or otherwise
limiting, the following activities;

          (i)  acting as a futures commission merchant, introducing broker,
          commodity trading advisor, commodity pool operator, floor broker,
          leverage transaction merchant, associated person of any of the
          foregoing, or as an investment advisor, underwriter, broker or
          dealer in securities, or as an affiliate person, director or
          employee of any investment company, or engaging in or continuing
          any conduct or practice in connection with such activity;

          (ii)  engaging in any type of business practice; or

                                     19

          (iii)  engaging in any activity in connection with the purchase
          or sale of any security or commodity or in connection with any
          violation of federal or state securities laws or federal
          commodities laws;

     (4)  was the subject of any order, judgment, or decree, not
     subsequently reversed, suspended, or vacated, of any federal or state
     authority barring, suspending, or otherwise limiting for more than 60
     days the right of such person to engage in any activity described
     above under this Item, or to be associated with persons engaged  in
     any such activity;

     (5)  was found by a court of competent jurisdiction in a civil action
     or by the Securities and Exchange Commission to have violated any
     federal or state securities law, and the judgment in such civil action
     or finding by the Securities and Exchange Commission has not been
     subsequently reversed, suspended, or vacated

     (6)  was found by a court of competent jurisdiction in a civil action
     or by the Commodity Futures Trading Commission to have violated any
     federal commodities law, and the judgment in such civil action or
     finding by the Commodity Futures Trading Commission has not been
     subsequently reversed, suspended or vacated.

Item 10.  Executive Compensation

     The following chart sets forth certain summary information concerning
the compensation paid or accrued for each of the Registrant's last two
completed fiscal years to the Registrant's or its principal subsidiaries'
chief executive officers and each of its other executive officers that
received compensation in excess of $100,000 during such period and the
expected compensation for the next twelve months.

<Table>
<Caption>
                              SUMMARY COMPENSATION TABLE
               Annual Compensation                Long Term Compensation
                                                  Awards           Payouts
                                         Other    Restr
Name and                                 Annual   icted
Principal                       Bonus    Compen   Stock   Options  LTIP     Compen
Position       Year    Salary   $        sation   Awards  /SARs    Payout   sation
------------------------------------------------------------------------------------
<S>            <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>
William
 Messerli      2002    -0-      -0-      -0-      -0-     -0-      -0-      -0-
President &
 Director      2001    -0-      -0-      -0-      -0-     -0-      -0-      -0-
               2000    -0-      -0-      -0-      -0-     -0-      -0-      -0-

Philip
 Yordan        2002    -0-      -0-      -0-      -0-     -0-      -0-      -0-
Treasurer &
 Chairman      2001    -0-      -0-      -0-      -0-     -0-      -0-      -0-
 of the
 Board of
 Directors     2000    -0-      -0-      -0-      -0-     -0-      -0-      -0-

Philip
 Yordan, Jr.   2002    -0-      -0-      -0-      -0-     -0-      -0-      -0-
Secretary &
 Director      2001    -0-      -0-      -0-      -0-     -0-      -0-      -0-
               2000    -0-      -0-      -0-      -0-     -0-      -0-      -0-
</Table>                             19

Compensation of Directors

     None.

Employment Contracts and Termination of Employment and Change in Control
Arrangements.

     There are no employment contracts between the Company and any of its
Officers or Directors.

     There are no compensatory plans or arrangements, including payments to
be received from the Company, with respect to any person named in Cash
Compensation set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of
such person's employment with the Company or its subsidiaries, or any
change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.

     The Company has no retirement, pension, profit-sharing, insurance, or
medical reimbursement plan covering its officers and directors, and does
not contemplate implementing any such plan at this time.  None of the
Officers or directors of the Company has any options or warrants to
purchase shares of the Company's common stock.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth as of October 31, 2001, the name and
the number of shares of the Registrant's Common Stock, par value of $0.005
per share, held of record or beneficially by each person who held of
record, or was known by the Registrant to own beneficially, more than 5% of
the  2,349,540 issued and outstanding shares of the Company's Common Stock,
and the name and shareholdings of each director and of all officers and
directors as group.

<Table>
<Caption>

               Name and                 Amount and Nature
Title of       Address of               Beneficial            Percentage
Class          Beneficial Owner         Ownership (2)         of Class
----------     ----------------------   ------------------    -----------
<S>            <C>                      <C>                   <C>

Common         Philip Yordan (1,3)      1,000,000             42.56%
               4894 Mt. Elbrus
               San Diego, CA 92117

Common         William Messerli (1)     1,000,000             42.56%
               1800-5th St. Towers
               150 S. 5th St.
               Minneapolis, MN 55402

Common         Daniel Yordan (1)        0                     0%
               4894 Mt. Elbrus
               San Diego, CA 92117
--------------------------------------------------------------------------
               Officers, Directors and
               Nominees as a Group:     2,000,000             85.12%
               (3 people)
-------------------------------------------------------------------------
</Table>

(1) Officer and/or director of the Company.


(2) The term "beneficial owner" refers to both the power of investment (the
right to buy and sell) and rights of ownership (the right to receive
distributions from the Company and proceeds from sales of  shares).
Inasmuch as these rights or shares may be held by more than one person,
each person who has a beneficial ownership interest in shares is deemed the
beneficial owners of the same shares because there is share power of
investment or share rights of ownership.

(3) Shares held by Philip Yordan are held in the name of Philip Yordan
Productions, Inc., and are counted as shares held by Philip Yordan, as he
may be deemed to be a beneficial owner of Philip Yordan Productions, Inc.

     There are no contracts or other arrangements that could result in a
change of control of the Company.

Item 12.  Certain Relationships and Related Transactions

     In 1993 the Company's principal shareholders contributed nine films to
the Company for licensing and distribution.  Additionally, Mr. Messerli
contributed 412 NTSC 3/4 inch format master video cassettes.  No
compensation was awarded for either contribution.

     In 1988, the Company acquired $200,000 worth of motion picture
production equipment from Visto International, Inc. in exchange for 200,000
shares of the Company's common stock. The equipment was purchased with
common stock of the Company, which was donated to the Company by Philip
Yordan.  Visto International, Inc., is a privately held corporation of
which William Messerli is an officer, director and sole shareholder.

     Daniel Yordan is the son of Philip Yordan.

PART IV

Item 13.  Exhibits and Reports on Form 8-K

<Table>
<Caption>
Exhibit
Number         Title of Document                            Location
----------     --------------------------------------       -------------
<S>            <C>                                          <C>
2.01           Articles of Incorporation                    As filed*

2.02           Amended Articles of Incorporation            As filed*

2.03           Bylaws                                       As filed*

</Table>

*Incorporated herein by reference to the Company's Form 10-SB filed on May
18, 2000.




                                     21




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

                                 SIGNATURES


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

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf,
thereunto duly authorized.



                                        Book Corporation of America


Date: January 29, 2002                  By: /s/ William Messerli
                                        ---------------------------------
                                        President

Date: January 29, 2002                  By: /s/ Philip Yordan
                                        ---------------------------------
                                        Treasurer







                                     22