UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   FORM 10-QSB


(x)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended        September  30, 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        000-30927
                       -----------------------


                               VANSTAR FILMS, INC.
            --------------------------------------------------------
               (Exact name of registrant as specified in charter)

           Nevada                                              98-0209053
-------------------------------                           -------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

3rd Floor 1622 West 7th Ave, Vancouver BC Canada                V6J IS5
-------------------------------------------------            ------------
   (Address of principal executive offices)                   (Zip Code)

                                 604 -731- 1191
               --------------------------------------------------
               Registrant's telephone number, including area code


             (Former name, former address, and former fiscal year,
                         if changed since last report.)

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 preceding 12 months (or for such shorter period that the registrant was
required to file such reports), Yes [x ] No [ ] and (2) has been subject to such
filing requirements for the past 90 days. Yes [x ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

          Class                          Outstanding as of  September 30, 2001
        ---------                       ----------------------------------------
  Common  Stock, $0.001                              4,951,500




                                       -1-

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                                       INDEX

                                                                                   Page
                                                                                  Number
<S>             <C>                                                              <C>
PART I.

    ITEM 1.     Financial Statements ( Unaudited )..................................3

                Balance Sheets......................................................4
                   September 30, 2001 and June 30, 2001

                Statements of Operations
                   For the three  months ended  September  30, 2001 and 2000........5
                   and the period  July  8, 1997 to September 30, 2001

                Statements of Cash Flows
                    For the three months ended September 30, 2001 and 2000 .........6
                    and the period  July 8, 1997  to September 30, 2001


                Notes to Financial Statements.......................................7

    ITEM 2.     Plan of Operations..................................................9

PART II.        Signatures..........................................................9

</TABLE>


                                       -2-

<PAGE>




                         PART I - FINANCIAL INFORMATION

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

                          ITEM 1. FINANCIAL STATEMENTS

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



The  accompanying  balance  sheets of Vanstar Films , Inc. (  development  stage
company)  at  September  30,  2001 and  June 30,  2001,  and the  statements  of
operations for the three months ended September 30, 2001 and 2000 and the period
July 8, 1997 (date of  inception)  to September  30, 2001,  and the statement of
cash flows for the three  months  ended  September  30,  2001 and 2000,  and the
period  from July 8, 1997 to  September  30,  2001,  have been  prepared  by the
Company's  management and they do not include all  information  and notes to the
financial  statements  necessary  for a complete  presentation  of the financial
position,  results of  operations,  and cash flows in conformity  with generally
accepted accounting  principles.  In the opinion of management,  all adjustments
considered  necessary for a fair  presentation  of the results of operations and
financial  position have been included and all such  adjustments are of a normal
recurring nature.

Operating  results for the quarter ended September 30, 2001, are not necessarily
indicative  of the  results  that can be  expected  for the year ending June 30,
2002.





















                                       -3-

<PAGE>


                               VANSTAR FILMS, INC.
                          ( Development Stage Company)
                                 BALANCE SHEETS
                      September 30, 2001 and June 30, 2001

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


                                                          Sept 30,     June 30,
                                                            2001         2001
                                                         ---------    ---------

 ASSETS

CURRENT ASSETS

   Cash                                                  $     178    $     520
                                                         ---------    ---------
   Total Current Assets                                  $     178    $     520
                                                         =========    =========



LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

   Accounts payable - related parties                    $  29,730    $  27,793
   Accounts payable                                         41,095       42,957
                                                         ---------    ---------
       Total Current Liabilities                            70,825       70,750
                                                         ---------    ---------

STOCKHOLDERS'  DEFICIENCY

   Preferred Stock
       10,000,000 shares authorized at $0.001 par
       value; none issued and outstanding                     --           --

   Common stock
       50,000,000 shares authorized  at $0.001 par
       value; 4,951,500 shares issued and outstanding        4,952        4,952

   Capital in excess of par value                          155,799      155,799
   Foreign currency translation adjustment                   1,748         (344)
   Deficit accumulated during the development stage       (233,146)    (230,637)
                                                         ---------    ---------

       Total Stockholders' Deficiency                      (70,647)     (70,230)
                                                         ---------    ---------

                                                         $     178    $     520
                                                         =========    =========


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

                                       -4-

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                                         VANSTAR FILMS INC.
                                    ( Development Stage Company)
                                      STATEMENTS OF OPERATIONS
                       For the Three Months Ended September 30, 2001 and 2000
                and the Period July 8, 1997 (Date of Inception) to September 30, 2001

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


                                                          Three Months
                                                   --------------------------       July 8, 1997
                                                     Sept 30        Sept 30    (Date of Inception) to
                                                       2001           2000         Sept  31, 2001
                                                   -----------    -----------       -----------
<S>                                                <C>            <C>             <C>
REVENUES                                           $      --      $      --         $       136

EXPENSES                                                 2,509          1,198           233,282
                                                   -----------    -----------       -----------

NET LOSS                                                (2,509)        (1,198)         (233,146)

COMPREHENSIVE GAIN (LOSS)

   Gain (loss) from foreign currency translation         2,092           --               1,748


NET COMPREHENSIVE LOSS                             $      (417)   $    (1,198)      $  (231,398)
                                                   ===========    ===========       ===========


NET LOSS PER COMMON
   SHARE

       Basic                                       $      --      $      --
                                                   -----------    -----------




AVERAGE OUTSTANDING
   SHARES


       Basic                                         4,951,500      4,951,500
                                                   -----------    -----------









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

</TABLE>



                                                 -5-

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<CAPTION>


                                   ( Development Stage Company)
                                      STATEMENT OF CASH FLOWS
                      For the Three Months Ended September 30, 2001 and 2000
               and the Period July 8, 1997 (Date of Inception) to September 30, 2001

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


                                                                                  July 8, 1997
                                                      Sept 30,     Sept 30,   (Date of Inception)
                                                       2001         2000        to Sept 30, 2001
                                                     ---------    ---------    -----------------
<S>                                                 <C>           <C>          <C>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                          $  (2,509)   $  (1,198)        $(233,146)

   Adjustments to reconcile net loss to
       net cash provided by operating activities

       Changes  in accounts payable                         75          292            70,825
       Contributions to capital - expenses                --           --               9,655
       Foreign currency translations                     2,092         --               1,748


          Net Decrease in Cash From Operations            (342)        (906)         (150,918)
                                                     ---------    ---------         ---------

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

CASH FLOWS FROM FINANCING
   ACTIVITIES

          Proceeds from issuance of common stock          --           --             151,096
                                                     ---------    ---------         ---------

   Net Increase (Decrease)  in Cash                       (342)        (906)              178

   Cash at Beginning of Period                             520        1,009              --
                                                     ---------    ---------         ---------

   Cash at End of Period                             $     178    $     103         $     178
                                                     =========    =========         =========


</TABLE>







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

                                       -6-

<PAGE>



                               VANSTAR FILMS, INC.
                          ( Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

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


1. ORGANIZATION

The  Company was  incorporated  under the laws of the State of Nevada on July 8,
1997 with  authorized  common stock of 50,000,000  shares at $.001 par value and
10,000,000 shares of preferred stock at $.001 par value.

The preferred stock will have rights and preferences as may be determined by the
Board of Directors when issued.

The  Corporation  was organized  for the purpose of  conducting  business in the
field of film  development  and  production  service  however  the  Company  was
unsuccessful in this effort and became inactive.

Since its  inception  the  company  completed  private  placement  offerings  of
4,865,500 shares of its common capital stock.

The Company has been in the development stage since inception.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.


Dividend Policy
---------------

The Company has not yet adopted a policy regarding payment of dividends.


Income Taxes
------------

At September  30, 2001,  the Company had a net  operating  loss carry forward of
$233,146.  The tax benefit of approximately  $69,944 from the loss carry forward
has been fully offset by a valuation  reserve  because the use of the future tax
benefit is  undeterminable  since the Company has no  operations.  The operating
loss expires in 2022.


Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------

Basic net income  (loss) per share  amounts are  computed  based on the weighted
average  number of shares  actually  outstanding.  Diluted net income (loss) per
share amounts are computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes  antidilutive
and then only the basic per share amounts are shown in the report.



                                       -7-

<PAGE>



                               VANSTAR FILMS, INC.
                          ( Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (Continued)

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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Comprehensive Income
--------------------

The Company  adopted  Statement of Financial  Accounting  Standards No. 130. The
adoption of this standard has had no material impact on the total  stockholder's
deficiency.


Recent Accounting Pronouncements
--------------------------------

The  Company  does not  expect  that the  adoption  of other  recent  accounting
pronouncements will have a material impact on its financial statements.


Foreign Currency Translation
----------------------------

The  transactions  of the Company were  completed in Canadian  currency which is
considered to be the  functional  currency.  For reporting  purposes the balance
sheet  accounts  have been  translated  to US currency at the  exchange  rate in
effect at the time,  and the  operating  accounts at the average rates in effect
during the year. Any gain or loss is included in the operating  statement  under
comprehensive income (loss) .


Financial Instruments
---------------------

The  carrying  amounts of  financial  instruments,  including  cash and accounts
payable, are considered by management to be their estimated fair values.


Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

3.  RELATED PARTY TRANSACTIONS

The  statement  of changes in  stockholder's  equity  shows a total of 4,951,500
shares of common stock issued of which  3,205,000  shares were issued to related
parties.

4.  GOING CONCERN

Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
sufficient  working  capital for its planned  activity and the management of the
Company has  developed  a  strategy,  which it  believes  will  accomplish  this
objective through additional equity funding, and long term financing, which will
enable the Company to operate for the coming year.

                                       -8-

<PAGE>

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

                           ITEM 2. PLAN OF OPERATIONS

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


From its  inception  in July , 1997 the  Registrant  attempted to develop a film
production  business  but  without  any  success.  Over the past four  years the
Company never managed to enter into any  agreements  nor did it ever commence to
produce any films.

On  September  7, 2001 all  existing  officers  and  directors  resigned and new
officers and  directors  were  appointed.  The new Board has  abandoned  efforts
directed  toward the film industry and is now in the process of evaluating a new
business for the company and securing additional financing.


Results of Operations
---------------------

The Company has not yet started operations and consequently has no revenues.

Continuation  of the Company as a going concern is dependent  upon obtaining the
necessary  working  capital  for its planned  activity.  The  management  of the
Company  has  developed  a  strategy,  which they  believe can obtain the needed
working capital through  additional equity funding and long term debt which will
enable the Company to be successful in its planned efforts.


Liquidity and Capital Resources
-------------------------------

The  Company  will need  additional  working  capital  to  finance  its  planned
activity.


Results of Operations
---------------------

The Company has had no operations during this reporting period.


                               PART 2 - SIGNATURES

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

                                   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 there unto duly authorized.



                                              VANSTAR  FILMS,  INC.
                                                   [Registrant]


Dated   October 29, 2001                      By   /s/ John E. Curry
                                                 -------------------------------
                                                   John E. Curry, President


                                       -9-