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, 2000
                                          ----------------

[  ]      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 [  ]  No [X]

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 March
21, 2000, by non-affiliates of the issuer was approximately $-0-.

As of October 31, 2000, issuer had 2,349,540 shares of its $.005 par value
common stock outstanding.

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

Documents incorporated by reference: none

                        Book Corporation of America
      Annual Report on Form 10-KSB for the Year ended October 31, 2000
--------------------------------------------------------------------------

                             TABLE OF CONTENTS

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

PART I

ITEM 1    DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . . . . . 3

ITEM 2    DESCRIPTION OF PROPERTY. . . . . . . . . . . . . . . . . . . . 5

ITEM 3    LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . 6

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS. . . . . 6

PART II

ITEM 5    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . . . 6

ITEM 6    PLAN OF OPERATION. . . . . . . . . . . . . . . . . . . . . . . 6

ITEM 7    FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . 7

ITEM 8    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . . 7

PART III

ITEM 9    DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS,
          AND CONTROL PERSONS; COMPLIANCE WITH SECTION
          16(a) OF THE EXCHANGE ACT  . . . . . . . . . . . . . . . . . . 8

ITEM 10   EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . .10

ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . .11

ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . .12

PART IV

ITEM 13   EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . .12

          SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . .13



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.

     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.

     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 with 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.

     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.


                                     4
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.

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.

                                     5

     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 a nominal $-0- amount.

     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.

Investment Policies
-------------------

     Currently the Company does not own any real property.  In addition,
the Company has no intention to purchase any real property at this time.
Therefore, the Company does not have any policies with respect to
investments in real estate or interests in real estate, real estate
mortgages, or securities of/or interests in persons primarily engaged in
real estate activities.  The Company, however,  may purchases real property
if the need arises.  These properties would not be pursued for investment
purposes.  Rather, they will be used to carry out the business of the
Company.

Item 3.   Legal Proceedings.

     No legal proceedings are threatened or pending against the Company or
any of its officers or directors.  Further, none of the Company's officers
or directors or affiliates of the Company are parties against the Company
or have any material interests in actions that are adverse to the Company's
interests

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 common stock is not currently publicly traded.    The
Company currently has 247 stockholders and 2,349,540 shares issued and
outstanding.  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 dividends 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, 1999, the Company had liabilities amounting
to $12,593.  The Company has no material commitments for capital
expenditures for the next twelve months.

     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.

                                     6

Item 7.   Financial Statements

The following financial statements of the Company are filed as a part of
this report:

     Report of Nilson & Associates, Certified Public Accountant;
     Balance Sheet as of October 31, 2000;

     Statements of Operations for the years ended October 31, 2000, 1999,
       and for the period from inception through October 31, 2000;

     Statements of Stockholders' Equity for the year ended October 31,
       2000, and for the period from inception through October
       31,2000;

     Statements of Cash Flows for the years ended October 31, 2000, 1999,
       and for the period from inception through October 31,2000;

     Notes to Financial Statements.

     There are no financial statement schedules included as part of this
report. The financial statements of the Company are set forth immediately
following the signature page to this Form 10-KSB.

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

     (a)  On March 25, 2001, the Company engaged Nilson & Associates
          ("N&A") as its independent accountant.  The decision to engage
          N&A as the Company's independent accountant was recommended by
          the Company's Chief Executive Officer and approved by the
          Company's Board of Directors.

     (b)  In a report dated March 16, 2000, Schvaneveldt and Company,
          Certified Public Accountants, reported on the Company's financial
          statements as of October 31, 1999, 1998 and 1997, and the related
          statements of operations, stockholders' equity and cash flows for
          the years then ended, and for the period from inception through
          October 31, 1999.  Such report did not contain an adverse opinion
          or disclaimer of opinion, nor was such report qualified or
          modified as to uncertainty, audit scope, or accounting
          principles.  Schvaneveldt and Company, Certified Public
          Accountants, understands that they were dismissed as the
          Company's independent accountants effective March 25, 2001, due
          to the unexpected death of Darrell Schvaneveldt.  The decision to
          dismiss Schvaneveldt and Company was made by the Company's Chief
          Executive Officer and neither recommended or approved by the
          Company's Board of Directors.  Thereafter, the Company engaged
          N&A as its independent accountants on January 25, 2001.

     (c)  During the two years ended October 31, 2000 and 1999, and the
          subsequent interim period to January 25, 2001, preceding the
          decision to engage independent accountants, neither the Company
          nor anyone on its behalf consulted N&A regarding either the
          application of accounting principles to a specified transactions,
          either completed or proposed, or the type of audit opinion that
          might be rendered on the Company's financial statements, nor has
          N&A provided to the Company a written report or oral advice
          regarding such principles or audit opinion.


                                     7

     (d)  During the two years ended October 31, 2000 and 1999, and for the
          period from October 31, 2000 to January 25, 2001, the date of
          dismissal, there were:  (i) no disagreements between the Company
          and Schvaneveldt and Company on any matter or accounting
          principles or practice, financial statement disclosure, or
          auditing scope or procedure, which disagreements if not resolved
          to the satisfaction of Schvaneveldt and Company would have caused
          it to make reference thereto in its report; and (ii) no
          reportable events as defined in paragraph 304(a)(1)(iv) of
          Regulation S-B.

     Schvaneveldt and Company, Certified Public Accountants, has provided
the Company with a letter pursuant to Rule 304 of Regulation S-B.

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 67      President & Director        October 10, 1988

Philip Yordan    86      Treasurer & Chairman        November 22, 1978
                         of the Board of Directors

Daniel A. Yordan 51      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.



                                     8

     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


                                     9

          (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 three
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 (as
determined at October  31, 1999, the end of the Registrant's last completed
fiscal year).

<TABLE>
<CAPTION>
                              SUMMARY COMPENSATION TABLE

                              Annual Compensation              Long Term Compensation
                                                   Awards           Payouts
                                            Other   Restr
Name and                                   Annual  -icted                        All
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         1999      -0-      -0-      -0-     -0-      -0-      -0-      -0-
President         1998      -0-      -0-      -0-     -0-      -0-      -0-      -0-
 & Director       1997      -0-      -0-      -0-     -0-      -0-      -0-      -0-

Philip Yordan     1999      -0-      -0-      -0-     -0-      -0-      -0-      -0-
Treasurer &
 Chairman         1998      -0-      -0-      -0-     -0-      -0-      -0-      -0-
of the Board
 of Directors     1997      -0-      -0-      -0-     -0-      -0-      -0-      -0-

Philip Yordan,
 Jr.              1999      -0-      -0-      -0-     -0-      -0-      -0-      -0-
Secretary &
 Director         1998      -0-      -0-      -0-     -0-      -0-      -0-      -0-
                  1997      -0-      -0-      -0-     -0-      -0-      -0-      -0-
</TABLE>
                                     10
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 April 1, 2000, 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>

Title
of          Name and Address of           Amount and Nature of        Percentage
Class       Beneficial Owner              Beneficial 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.

                                     11

(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) The shares attributed to Philip Yordan are held in the name of Philip
Yordan Productions, Inc., a company in which Mr. Yordan is the owner.

     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

Exhibit
Number         Title of Document                            Location
-----------    ------------------------------------------   --------------
  2.01         Articles of Incorporation                    As filed

  2.02         Amended Articles of                          As filed
               Incorporation

  2.03         Bylaws                                       As filed

 16.01         Letter Regarding Change in Certifying        See Attached
               Accountant

 27.01         Financial Data Schedule                      See Attached


                                     12


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

                                 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: March 26, 2001                 By: /s/ William Messerli
                                     ---------------------------------
                                     President

Date: March 26, 2001                 By: /s/ Philip Yordan
                                     ---------------------------------
                                     Treasurer
















                                     13


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

                                 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: March 26, 2001                 By:
                                     ---------------------------------
                                     William S. Messerli
                                     President

Date: March 26, 2001                 By:
                                     ---------------------------------
                                     Phillip Yordan
                                     Treasurer
















                                     13









                        Book Corporation of America
                       (A Development Stage Company)

                            Financial Statements

                              October 31, 2000
                                    and
                              October 31, 1999
/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, 2000, and the related statements of operations, stockholders' equity,
and cash flows for the period July 24, 1987, (Inception) to October 31,
2000, and the year ended October 31, 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.  The
financial statements of Book Corporation of America, as of October 31,
2000, were audited by other auditors whose report dated March 16, 2000,
expressed an unqualified opinion on those statements.

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, 2000, and the results of its operations and its
cash flows for the period July 24, 1987, (Inception) to October 31, 2000,
and the year ended October 31, 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 #6 to the
financial statements, the Company has an accumulated deficit and a negative
net worth at October 31, 2000.  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 #6.  The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.

/S/ Nilson & Associates
Nilson & Associates
Salt Lake City, Utah
March 28, 2001
                        Book Corporation of America
                       (A Development Stage Company)
                               Balance Sheets
                   For the Fiscal Years Ended October 31
<TABLE>
<CAPTION>
                                                         2000        1999
                                                   ----------- -----------
<S>                                               <C>         <C>
   Assets

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

    Liabilities & Stockholders' Equity

Current Liabilities
-------------------
  Accounts Payable                                 $   16,107  $   12,496
  Taxes Payable                                           200         100
                                                   ----------- -----------
    Total Current Liabilities                          16,307      12,596

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                              (3,069,766) (3,066,055)
                                                   ----------- -----------

    Total Stockholders' Equity                        (16,307)    (12,596)
                                                   ----------- -----------
    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, 2000
<TABLE>
<CAPTION>

                                            2000         1999 Accumulated
                                      -----------  ----------- -----------
<S>                                  <C>          <C>         <C>

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

Expenses
--------

  Administrative Expenses                  3,611        1,900      22,230
  Depreciation                                 -        4,215     200,000
  Production Costs                             -            -     132,448
  Write Down of Film Inventory                 -            -   2,563,500
  Write Off of Investments &
   Other Assets                                -       30,000     195,671
  Bad Debt                                     -            -     200,000
  Failed Offering Costs                        -            -       5,917
                                      -----------  ----------- -----------
    Total Expenses                         3,611       36,115   3,319,766
                                      -----------  ----------- -----------
    Net Loss Before Income Taxes          (3,611)     (36,115) (3,069,766)

    Income Tax Expense                         -            -           -
                                      -----------  ----------- -----------
    Net Loss                          $   (3,714)  $  (36,115)$(3,069,766)
                                      ===========  =========== ===========
  Net Loss Per Share                  $    (0.00)  $    (0.01)

  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, 2000
<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)

</TABLE>
                                 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, 2000
<TABLE>
                                        Common Stock       Paid In Accumulated
                                   Shares      Amount      Capital     Deficit
                               -------------------------------------------------
<S>                           <C>         <C>          <C>         <C>
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)

</TABLE>
                                 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, 2000
<TABLE>
<CAPTION>
                                                    Common Stock       Paid In    Accumulated
                                   Shares      Amount      Capital     Deficit
                               -------------------------------------------------
<S>                            <C>         <C>                   <C>               <C>
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 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 Year Ended
October 31, 2000                                                        (3,711)
                               -------------------------------------------------
Balance, October 31, 2000       2,349,540   $  11,748  $ 3,041,711 $(3,069,766)
                               =================================================

</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, 2000
<TABLE>
<CAPTION>
                                                      2000        1999    Accumulated
                                               ------------ ------------ ------------
<S>                                           <C>          <C>          <C>
Cash Flows from Operating Activities
------------------------------------
  Net Loss                                     $    (3,711) $   (36,115) $(3,069,766)
  Adjustments to Reconcile Net Loss to
   Net Cash Used by Operating Activities;
    Depreciation                                         -        4,215      200,000
  Noncash Transactions;
   Write Down of Film Inventory                          -       30,000    2,593,500
  Changes in Operating Assets & Liabilities;
    Increase in Accounts Payable                     3,711        1,900       16,307
                                               ------------ ------------ ------------
    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

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.



                                    F-9
                        Book Corporation of America
                       (A Development Stage Company)
                       Notes to Financial Statements

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>
                             1986           $ 151,480                2001
                             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                2012
                             1998              10,417                2013
                             1999              36,115                2014
                             2000               3,711                2015
</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.


                                    F-10

                        Book Corporation of America
                       (A Development Stage Company)
                       Notes to Financial Statements

NOTE #5 - Income Taxes and Net Operating Loss Carryforwards
-----------------------------------------------------------
<TABLE>
 <CAPTION>
                                                              2000        1999
                                                        ----------- -----------
<S>                                                    <C>         <C>
  Current Tax Asset Value of Net Operating
    Loss Carryforwards at Current Prevailing
    Federal Tax Rate                                    $  170,999  $  170,999
  Evaluation Allowance at 100%
    Net Tax Assets                                        (170,999)   (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