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        December  31, 2001
                               --------------------------------------

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                 to
                               ---------------    --------------

Commission File number             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 December 31, 2001
                ---------             -------------------------------------
           Common  Stock, $0.001               4,951,500



                                       -1-

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<TABLE>
<CAPTION>

                                          INDEX

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

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

                Balance Sheets........................................................4
                   December 31, 2001 and June 30, 2001

                Statements of Operations
                   For the three and six months ended December  31, 2001 and 2000 ....5
                   and the period  July  8, 1997 to December 31, 2001

                Statements of Cash Flows
                    For the six months ended December 31, 2001 and 2000 ..............6
                    and the period  July 8, 1997  to December 31, 2001


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

    ITEM 2.     Plan of Operations...................................................10

PART II.        Signatures...........................................................10

</TABLE>


                                       -2-

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                         PART I - FINANCIAL INFORMATION

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

                          ITEM 1. FINANCIAL STATEMENTS

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



The accompanying balance sheets of Vanstar Films , Inc. ( development stage
company) at December 31, 2001 and June 30, 2001, and the statements of
operations for the three and six months ended December 31, 2001 and 2000 and the
period July 8, 1997 (date of inception) to December 31, 2001, and the statement
of cash flows for the six months ended December 31, 2001 and 2000, and the
period from July 8, 1997 to December 31, 2001, have been prepared by the
Company's management in conformity with accounting principles generally accepted
in the United States of America. 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 December 31, 2001, are not necessarily
indicative of the results that can be expected for the year ending June 30,
2002.











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<PAGE>



                               VANSTAR FILMS, INC.
                          ( Development Stage Company)
                                 BALANCE SHEETS
                       December 31, 2001 and June 30, 2001

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


                                                          Dec 31,      June 30,
                                                           2001          2001
                                                         ---------    ---------
 ASSETS

CURRENT ASSETS

   Cash                                                  $     181    $     520
                                                         ---------    ---------
   Total Current Assets                                  $     181    $     520
                                                         =========    =========



LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

   Accounts payable - related parties                    $   3,375    $  27,793
   Accounts payable                                         72,326       42,957
                                                         ---------    ---------
       Total Current Liabilities                            75,701       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                   4,598         (344)
   Deficit accumulated during the development stage       (240,869)    (230,637)
                                                         ---------    ---------

       Total Stockholders' Deficiency                      (75,520)     (70,230)
                                                         ---------    ---------

                                                         $     181    $     520
                                                         =========    =========


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

                                       -4-

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<CAPTION>


                                            VANSTAR FILMS INC.
                                       ( Development Stage Company)
                                         STATEMENTS OF OPERATIONS
                      For the Three and Six Months Ended December 31, 2001 and 2000
                   and the Period July 8, 1997 (Date of Inception) to December 31, 2001

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


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

EXPENSES                                 7,723        1,642       10,232        2,840           241,005
                                     ---------    ---------    ---------    ---------         ---------

NET LOSS                                (7,723)      (1,642)     (10,232)      (2,840)         (240,869)

COMPREHENSIVE GAIN (LOSS)

   Gain (loss) from foreign
              currency translation       2,850         --          4,942         --               4,598


NET COMPREHENSIVE LOSS               $  (4,873)   $  (1,642)   $  (5,290)   $  (2,840)        $(236,271)
                                     =========    =========    =========    =========         =========


NET LOSS PER COMMON
   SHARE

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




AVERAGE OUTSTANDING
   SHARES


         Basic (stated in 1000's)        4,951        4,951        4,951        4,951
                                     ---------    ---------    ---------    ---------









                The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                   -5-

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<TABLE>
<CAPTION>


                                      VANSTAR FILMS INC.
                                 ( Development Stage Company)
                                    STATEMENT OF CASH FLOWS
                      For the Six Months Ended December 31, 2001 and 2000
             and the Period July 8, 1997 (Date of Inception) to December 31, 2001
-----------------------------------------------------------------------------------------------


                                                                                July 8, 1997
                                                       Dec 31       Dec 31  (Date of Inception)
                                                        2001         2000     to Dec 31, 2001
                                                     ---------    ---------   ---------------
<S>                                                  <C>          <C>         <C>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                          $ (10,232)   $  (2,840)   $(240,869)

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

          Changes  in accounts payable                   4,951        1,895       75,701
          Contributions to capital - expenses             --           --          9,655
          Foreign currency translations                  4,942         --          4,598


          Net Decrease in Cash From Operations            (339)        (945)    (150,915)
                                                     ---------    ---------    ---------

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

CASH FLOWS FROM FINANCING
   ACTIVITIES

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

   Net Increase (Decrease)  in Cash                       (339)        (945)         181

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

   Cash at End of Period                             $     181    $      64    $     181
                                                     =========    =========    =========









          The accompanying notes are an integral part of these financial statements.
</TABLE>

                                              -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 December 31, 2001, the Company had a net operating loss carry forward of
$240,869. The tax benefit of approximately $72,260 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.



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                               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 resulting from the translation 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

Related parties have made loans to the Company of $3,375.







                                       -8-

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

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


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.




















                                       -9-

<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 did not enter into any agreements nor did it 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.

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   February  7, 2002                By /s/ John E. Curry
                                           -------------------------------
                                             John E. Curry, President



                                      -10-