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

                                   FORM 10-QSB

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended:  January 31, 2001       Commission File Number:    0-30783
                  --------------------                             -------------

                             ACT INTERNATIONAL, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                                       87-06263223
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

4035 South 300 West, #6, Salt Lake City, UT                             84107
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                 (801) 281-3073
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  proceeding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
[ X ] Yes         [   ] No

         Indicate  the  number of  shares  outstanding  of each of the  issuer/s
classes of common stock as of the last practicable date:

                                              Number of Shares Outstanding
                  Date                        At January 31, 2001
                  ----                        ----------------------------

              Common Stock                          16,899,960

<PAGE>

                             ACT INTERNATIONAL, INC.

                                      INDEX

PART I   FINANCIAL INFORMATION

      Item 1.  Financial Statements

               Balance Sheets..................................................3

               Statements of Operations........................................4

               Statements of Cash Flows........................................5

               Notes of Consolidated Financial Statements (Unaudited)..........6

      Item 2.  Managements Discussion and Analysis of Financial
                        Condition and Results of Operations....................6

PART II OTHER INFORMATION

      Item 6.  Exhibits and Reports on Form 8-K................................9

               Signature Page.................................................10





                                       2
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


                             ACT INTERNATIONAL, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

                                     ASSETS
                                     ------

                                                               January 31, 2001
--------------------------------------------------------------------------------

CURRENT ASSETS

Cash                                                              $    10,666
Prepaid expense                                                       308,333
Deposit                                                                10,000
                                                                  -----------

                  Total current assets                                328,999

 Technology net of accumulated  amortization of $159,917              345,083
                                                                  -----------

                  Total Assets                                    $   674,082
                                                                  -----------



                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES

   Related party payable                                          $    69,950
                                                                  -----------

         Total Current Liabilities                                $    69,950

    Commitments                                                          --


STOCKHOLDERS' EQUITY
   Preferred Stock, $.001 par value;
    5,000,000 shares authorized,
    no shares issued and outstanding
  Common Stock, $.001 par value;
    100,000,000 shares  authorized
     16,899,960 issued  and outstanding                                16,900
   Additional Paid-in Capital                                       3,307,305
   Deficit Accumulated During Development Stage                    (2,720,073)


         Total Stockholders' Equity                                   604,132
                                                                  -----------

Total Liabilities and stockholder's equity                        $   674,082
                                                                  ===========








The  Accompanying  Notes are an Integral  Part of These  Consolidated  Financial
Statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                             ACT INTERNATIONAL, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)


                                                                       Cumulative
                                           Three Months  Ended          Amounts
                                               January 31                Since
                                           2001            2000        Inception
                                      --------------------------------------------
<S>                                   <C>             <C>             <C>

REVENUE                               $       --      $       --      $       --

General and administrative expenses        284,030         112,169       2,720,073
                                      --------------------------------------------

         Loss before income taxes         (284,030)       (112,169)     (2,720,073)

Income tax benefit                            --              --              --
                                      --------------------------------------------

           Net loss                   $   (284,030)   $   (112,169)   $ (2,720,073)
                                      --------------------------------------------

Loss per share - basic and diluted    $      (0.02)   $      (0.02)
                                      ----------------------------

Weighted average common shares
    Outstanding                         16,899,960       5,331,000
                                      ----------------------------

</TABLE>


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                             ACT INTERNATIONAL, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                                  Cumulative
                                                        Three Months Ended         Amounts
                                                           January 31,              Since
                                                       2001           2000        Inception
                                                   -----------------------------------------
<S>                                                <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                        $  (284,030)   $  (112,169)   $(2,720,073)
   Adjustments to reconcile net loss to net cash
   used in operating activities:
     Amortization expense                               25,250         25,250        159,917
     Issuance of common stock for services                --             --        1,334,805
     Stock option compensation expense                    --             --          763,000
     Decrease (Increase) in prepaid expenses           231,250           --         (308,333)
     Increase in Deposits                                 --             --          (10,000)
      Increase (decrease) in accounts payable           (6,614)          --             --
      Increase in related party payable                 33,950           --           69,950
                                                   -----------------------------------------


Net Cash Used By Operating Activities                     (194)       (86,919)      (710,734)
                                                   -----------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:                     --             --             --
                                                   -----------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Issuance of common stock for cash - net                --           94,700        721,400
                                                   -----------------------------------------

   Net  (Decrease) Increase in Cash                       (194)         7,781         10,666

Cash, beginning of period                               10,860          1,122           --
                                                   -----------------------------------------

Cash, end of period,                                    10,666          8,903    $    10,666
                                                   -----------------------------------------





                                                                                  Cumulative
                                                        Three Months Ended         Amounts
                                                           January 31,              Since
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION       2001           2000        Inception
                                                   -----------------------------------------

     Interest paid                                 $      --      $      --      $      --

     Income taxes paid                             $      --      $      --      $      --

</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       5
<PAGE>

                             ACT INTERNATIONAL, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

Note 1.  Basis of Presentation

Unaudited Financial Statements
------------------------------

In the opinion of Company's  management,  the accompanying  unaudited  financial
statements contain all normal recurring  adjustments necessary to present fairly
the Company's  financial position for the interim period.  Results of operations
for the three months  ended  January 31, 2001 are not  necessarilyindicative  of
results to be expected for the full fiscal year ending October 31, 2001.

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for annual financial  statements.
Although the Company believes that the disclosures in these unaudited  financial
statements are adequate to make the information presented in the interim periods
not misleading,  certain information and footnote  information normally included
in annual financial  statements  prepared in accordance with generally  accepted
accounting  principles have been condensed or omitted  pursuant to the rules and
regulations  of the  Securities  and Exchange  Commission,  and these  financial
statements  should be read in  conjunction  with the  Company's  audited  annual
financial statements included in the Company's October 31, 2000 Annual Report on
Form 10-KSB.


Note 2.  Net Loss Per Common Share

Net loss per common share for the quarters  ending  January 31, 2001 and January
31, 2000 is based on the weighted  average number of shares  outstanding  during
the period.

Item 2.  Management's Discussion and Analysis or Plan of Operation.

The Company includes certain  estimates,  projections and other  forward-looking
statements  in its  reports,  presentations  to  analysts  and  others and other
material  disseminated  to the public.  There can be no  assurance  as to future
performance  and  actual  results  may  differ  materially  from  those  in  the
forward-looking  statements.  Factors that could cause actual  results to differ
materially from estimates or projections contained in forward-looking statements
include:  (i) the  effects of vigorous  competition  in the markets in which The
Company  operates;  (ii) the cost of entering  new markets  necessary to provide
products and  services;  (iii) the impact of any unusual  items  resulting  from
ongoing  evaluations  of the  Company's  business  strategies;  (iv)  unexpected
results  of  litigation  filed  against  the  Company:  and (v) such  risks  and
uncertainties as are detailed from time to time in the Company's public reports,
including this Report.


Plan of Operation

Management of ACT focused its activity  through the quarter  ending  January 31,
2001 on developing a dynamic  business plan to provide the  shareholders  of the
Company an improved  return on  investment,  and  establishing  a market for its
securities.  Management  also  determined  that  certain  acquisitions  of small
businesses  that would  benefit from the use of the  Company's  diamond  coating
technology,  should be pursued.  With a view  towards  improving  the  Company's
revenue potential, management determined it would be in the best interest of the
Company,  and its  shareholders,  to shift from its  dependence  on "royalty for
license" strategy as the sole source of Company  revenues,  to an operating plan
that would not only receive  revenues from license fees and royalties,  but also
from acquired or constructed  diamond coating centers owned and operated by ACT,
performing services in selected  application fields. As a result of Management's
decision to develop Company-owned diamond coating facilities,  ACT placed a cash
deposit  to  purchase  a  coating  chamber  that  will be  modified  to meet the
operating standards of the Company's Plasma Arc Deposition Patent. Management is
continuing  to refine  its  business  plan  incorporating  the  acquisition  and
construction of Company-owned facilities, while continuing to license its Plasma
Arc Diamond Coating Process to domestic and international companies.


                                       6
<PAGE>

In note 2 to its  financial  statements  as of October 31, 2000 set forth in the
Company's most recent 10-K, its auditors state that the financial statements are
presented on a going concern basis which  contemplates the realization of assets
and  satisfaction of liabilities in the normal course of business.  However,  as
noted there, the Company has sustained  recurring losses since inception and has
negative  working  capital for the years  ended  October 31, 2000 and the period
ended January 31, 2001. The Company  experienced  operating losses of $1,081,605
and $284,030  respectively  during  those  periods,  with a  cumulative  loss of
$2,720,073  since the date of  inception.  Its  ability to  continue  as a going
concern is contingent upon its ability to secure  additional  equity  financing,
initiate  sales of its  products and  services,  and thereby  attain  profitable
operations. There can be no assurance that the Company will succeed in obtaining
such equity financing,  and thereby continue as a going concern.  The Company is
pursuing  financing  by the issuance of common  stock  shares.  The Company also
plans to pursue additional  financing on terms beneficial to the Company and its
stockholders.  Without such funds, however, the Company will be unable to comply
with its payment obligations to vendors, employees and consultants.

The Company  anticipates that the Company will require  $2,000,000 in additional
debt or equity financing in order to continue as a going concern during the next
twelve  months  of  operation.  The  Company  plans to  attempt  to  enter  into
arrangements  to raise these funds  through the private or public sale of common
shares, and by initiating profitable operations.  No assurance can be given that
either of these plans will be realized and thus,  no assurance can be given that
the  Company  will be able to  continue  as a going  concern in the  foreseeable
future.


Results of Operations

For the period from  inception  to January 31, 2001,  ACT had no  revenues.  The
Company had a cumulative  net loss of  $2,720,073  for the same period.  ACT had
general and administrative  expenses of $2,720,073,  which constituted the value
of common stock issued for cash,  services related to commencement of operations
and stock option compensation expense.

For the  three-month  period ended  January 31, 2001,  ACT had no revenues.  The
Company had a net loss of $284,030 for the same period.  The  Company's  general
and administrative expenses related to the operations for the three-month period
ended January 31, 2001 was $284,030.


Liquidity and Capital Resources

ACT has in the  past and is  currently  experiencing  negative  cash  flow  from
operations.  The funding of future  operations will require further infusions of
capital.  If additional  funds are raised by the Company through the issuance of
equity  securities,  securities  convertible  into  or  exercisable  for  equity
securities,  or an equity securities  exchange,  the percentage ownership of the
then current  stockholders of the Company will be reduced. The Company may issue
preferred  stock with rights,  preferences or privileges  senior to those of the
Common Stock.  Although  discussions are on-going with various potential sources
of  additional  capital,  There can be no  assurance  that the  Company  will be
successful in its efforts to obtain adequate  capital nor if any such additional
capital is made available to the Company that it will be on terms and conditions
that are not extremely  dilutive to the present holders of the Common Stock. ACT
is  currently  applying  for listing on the NASDAQ  Over the Counter  Electronic
Bulletin  Board.  The  failure  of  the  Company  to  establish  trading  of its
securities  may  adversely  impact  the  Company's   ability  to  obtain  future
financing.


                                       7
<PAGE>

ACT's future revenues will be difficult to predict. Accordingly, any significant
shortfall of revenues in relation to  management's  expectations or any material
delay of  revenue  activities  would  have an  immediate  adverse  effect on its
business,  operating results and financial condition.  As a result of all of the
foregoing  factors,  management  believes that  period-to-period  comparisons of
ACT's results of operations  are not and will not  necessarily be meaningful and
should not be relied upon as any indication of future performance.

Operating  Expenses.  Operating expenses consisted primarily of rent and general
and administrative expenses.

Administrative Costs and Other Costs.  Management expects that ACT's general and
administrative costs, not taking into consideration any expansion of the current
network,  to remain at current levels. In November 1999, the Company  contracted
with D&J Associates to provide related secretarial & administrative services.


Management of Growth; Dependence on Key Personnel.

In the future,  ACT will be required  to continue to improve its  financial  and
management  controls,  reporting systems and procedures on a timely basis and to
expand, train and manage its employee work force. There can be no assurance that
ACT will be able to effectively  manage such growth.  Its failure to do so would
have a material adverse effect on its business,  operating results and financial
condition.  Competition for qualified technical and other qualified personnel is
intense  and  there  can be no  assurance  that  ACT  will be  able to  attract,
assimilate or retain additional highly qualified employees in the future. If ACT
is  unable  to  hire  and  retain  such  personnel,  particularly  those  in key
positions,  its business,  operating  results and financial  condition  would be
materially adversely affected.  ACT's future success also depends in significant
part upon the  continued  service of its key  technical  and  senior  management
personnel.  The loss of the services of one or more of these key employees could
have a material adverse effect on its business,  operating results and financial
condition.  Additions of new and departures of existing personnel,  particularly
in key  positions,  can be  disruptive  and can result in departures of existing
personnel,  which  could  have a  material  adverse  effect  on ACT's  business,
operating results and financial condition.


Dependence on Proprietary Technology; Risks of Infringement.

ACT's  success  depends  upon its  proprietary  technology.  ACT will  rely on a
combination  of  Patent,  trademark  and  trade  secret  laws,   confidentiality
procedures and licensing  arrangements  to establish and protect its proprietary
rights. As part of its confidentiality procedures, ACT will generally enter into
non-disclosure   agreements  with  its  employees,   consultants  and  corporate
partners,   and  license  agreements  with  respect  to  its  patent  and  other
proprietary  information.  Despite these  precautions,  it may be possible for a
third party to copy or  otherwise  obtain and use ACT's  products or  technology
without authorization, or to develop similar technology independently.  Policing
unauthorized  use of ACT's  products is difficult and  expensive.  ACT will make
proprietary  data available for licensees,  but the provision of information may
increase  the  likelihood  of   misappropriation   or  other  misuses  of  ACT's
intellectual  property.  There can be no assurance that ACT's  protection of its
patent and  proprietary  technology  will be adequate or that ACT's  competitors
will not independently  develop similar technology,  duplicate ACT's products or
services,  or design  around  the ACT  patent,  or other  intellectual  property
rights.

ACT is not aware that any of its products  infringes the  proprietary  rights of
third parties.  There can be no assurance,  however, that third parties will not
claim such infringement by ACT with respect to current or future technology. Any
such claims, with or without merit, could result in costly litigation that could
absorb  significant  management time, which could have a material adverse effect
on ACT's business,  operating results and financial condition. Such claims might
require ACT to enter into royalty or license agreements. Such royalty or license
agreements,  if required,  may not be available on terms acceptable to ACT or at
all.  If such  agreements  are entered  into they could have a material  adverse
effect upon ACT's business, operating results and financial condition.


                                       8
<PAGE>

Part II - Other Information

    Item 1 - Legal Proceedings.

    The Company is party to the following Legal Proceedings:

(a).   Brockbank v. American Coating Technologies, Inc.

    (1) Name of Court: Third District Court for Salt Lake County, State of Utah

    (2) Date Proceedings Began: December 10, 1999

    (3) Principal Parties: Stephen W. Brockbank and ACT International, Inc.

    (4) Description of Facts:  Plaintiff is the former president of ACT and sued
    the Company seeking certain stock payments. The Company denied any liability
    and asserted  counterclaims  for breach of  fiduciary  duty,  conversion  of
    corporate property, embezzlement, fraud and breach of contract.

    (5) Relief  Sought:  Plaintiff  seeks  issuance of 300,000  shares of common
    stock;  Defendant-  Counterclaimant seeks damages to be proven at trial, but
    believed to be in excess of $150,000.

    Item 6 - Exhibits and reports in Form 8-K

       None




                                       9
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                        ACT INTERNATIONAL, INC.
                                             (Registrant)



                                        By   /s/ Frederick J. Haydock
                                           -------------------------------------
                                           President and Director



                                        By   /s/ David Taylor
                                           -------------------------------------
                                           Secretary and Director





                                       10