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       March  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 March 31, 2001
     ---------                               -----------------------------------
Common  Stock, $0.001                                     4,951,500



<PAGE>
<TABLE>
<CAPTION>


                                                 INDEX





                                                                                              Page
                                                                                             Number
                                                                                             ------
PART I.
<S>           <C>                                                                          <C>
     ITEM 1.  Financial Statements ( Unaudited )...............................................3

              Balance Sheets...................................................................4
                 March 31, 2001 and June 30, 2000

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

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

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

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

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

</TABLE>



<PAGE>




                         PART I - FINANCIAL INFORMATION

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

                          ITEM 1. FINANCIAL STATEMENTS

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



The  accompanying  balance  sheets of Vanstar Films , Inc. (  development  stage
company) at March 31, 2001 and June 30, 2000,  and the  statements of operations
for the three and nine months  ended March 31, 2001 and 2000 and the period July
8, 1997 (date of inception)  to March 31, 2001,  and the statement of cash flows
for the nine months  ended March 31, 2001 and 2000,  and the period from July 8,
1997 to March 31, 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 March 31,  2001,  are not  necessarily
indicative  of the  results  that can be  expected  for the year ending June 30,
2001.







                                       3
<PAGE>



                               VANSTAR FILMS, INC.
                          ( Development Stage Company)
                                 BALANCE SHEETS
                        March 31, 2001 and June 30, 2000
--------------------------------------------------------------------------------


                                                          Mar 31,      June 30,
                                                           2001          2000
                                                         ---------    ---------
ASSETS

CURRENT ASSETS

   Cash                                                  $     564    $   1,009
                                                         ---------    ---------
   Total Current Assets                                  $     564    $   1,009
                                                         =========    =========



LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

    Accounts payable - related parties                   $  13,996    $   5,032
   Accounts payable                                         46,850        3,495
                                                         ---------    ---------
       Total Current Liabilities                            60,846        8,527
                                                         ---------    ---------

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

    Deficit accumulated during the development stage      (221,033)    (168,269)
                                                         ---------    ---------

       Total Stockholders' Deficiency                      (60,282)      (7,518)
                                                         ---------    ---------

                                                         $     564    $   1,009
                                                         =========    =========



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

                                       4
<PAGE>
<TABLE>
<CAPTION>



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


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

EXPENSES                   49,924         10,260         52,764         32,308               221,169
                      -----------    -----------    -----------    -----------           -----------

NET LOSS              $   (49,924)   $   (10,260)   $   (52,764)   $   (32,308)          $  (221,033)
                      ===========    ===========    ===========    ===========           ===========




NET LOSS PER COMMON
   SHARE

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




AVERAGE OUTSTANDING
   SHARES


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



</TABLE>











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

                                                 5
<PAGE>
<TABLE>
<CAPTION>




                                 ( Development Stage Company)
                                    STATEMENT OF CASH FLOWS
                       For the Nine Months Ended March 31, 2001 and 2000
              and the Period July 8, 1997 (Date of Inception) to March 31, 2001
--------------------------------------------------------------------------------------------------


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

   Net loss                                          $ (52,764)   $ (32,308)      $(221,033)

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

          Changes  in accounts payable                  52,319        2,103          60,846
          Contributions to capital - expenses             --           --             9,655


          Net Decrease in Cash From Operations            (445)     (30,205)       (150,532)
                                                     ---------    ---------       ---------

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

CASH FLOWS FROM FINANCING
   ACTIVITIES

            Proceeds from issuance of common stock        --         34,138         151,096
                                                     ---------    ---------       ---------

   Net Increase (Decrease)  in Cash                       (445)       3,933          564

   Cash at Beginning of Period                           1,009          983            --
                                                     ---------    ---------       ---------

   Cash at End of Period                             $     564    $   4,916       $     564
                                                     =========    =========       =========



</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.

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 March 31,  2001,  the  Company  had a net  operating  loss  carry  forward of
$221,033.  The tax benefit of $66,310 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.

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

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

                                       7
<PAGE>



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


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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. The gain or loss is included in the operating statement .

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 to service its debt and for any 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

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

The  Company's  management  intends to continue  developing  its interest in the
field  of film  development  and  production  service  but it does  not have the
working capital to be successful in this effort.

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.


                                       9
<PAGE>


                               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 May 29, 2001                             By  /s/ G.D. Curran
                                                 -------------------------------






                                       10