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

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF THE  SECURITIE
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, 2000
    ---------                             --------------------------------------
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
                        December 31, 2000 and June 30, 2000

                     Statements of Operations
                        For the three and six  months ended December  31, 2000 and 1999..........5
                                   and the period  July  8, 1997 to December 31, 2000

                     Statements of Cash Flows
                         For the  six months ended December 31, 2000 and 1999.....................6
                         and the period  July 8, 1997  to December 31, 2000


                     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  December  31,  2000 and  June  30,  2000,  and the  statements  of
operations for the three and six months ended December 31, 2000 and 1999 and the
period July 8, 1997 (date of inception) to December 31, 2000,  and the statement
of cash flows for the six  months  ended  December  31,  2000 and 1999,  and the
period  from July 8, 1997 to  December  31,  2000,  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 December 31, 2000, are not  necessarily
indicative  of the  results  that can be  expected  for the year ending June 30,
2001.








<PAGE>



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

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


                                                          Dec 31,      June 30,
                                                           2000          2000
                                                         ---------    ---------
ASSETS

CURRENT ASSETS

   Cash                                                  $      64    $   1,009
                                                         ---------    ---------
   Total Current Assets                                  $      64    $   1,009
                                                         =========    =========



LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES

    Accounts payable - related parties                   $   4,985    $   5,032
   Accounts payable                                          5,437        3,495
                                                         ---------    ---------
       Total Current Liabilities                            10,422        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      (171,109)    (168,269)
                                                         ---------    ---------

       Total Stockholders' Deficiency                      (10,358)      (7,518)
                                                         ---------    ---------

                                                         $      64    $   1,009
                                                         =========    =========



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


<PAGE>
<TABLE>
<CAPTION>



                                      VANSTAR FILMS INC.
                                 ( Development Stage Company)
                                   STATEMENTS OF OPERATIONS
                 For the Three and Six Months Ended December 31, 2000 and 1999
             and the Period July 8, 1997 (Date of Inception) to December 31, 2000

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


                                Three Months                    Six Months
                                ------------                    ----------             July 8, 1997
                         Dec 31           Dec 31          Dec 31         Dec 31    (Date of Inception) to
                          2000             1999            2000           1999          Dec 31, 2000
                       -----------     -----------     -----------     -----------      -----------

<S>                    <C>             <C>             <C>             <C>              <C>
REVENUES               $      --       $      --       $      --       $      --        $       136

EXPENSES                     1,642          11,024           2,840          22,048          171,245
                       -----------     -----------     -----------     -----------      -----------

NET LOSS               $    (1,642)    $   (11,024)    $    (2,840)    $   (22,048)     $  (171,109)
                       ===========     ===========     ===========     ===========      ===========




NET LOSS PER COMMON
   SHARE

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




AVERAGE OUTSTANDING
   SHARES


         Basic           4,951,500       4,901,500       4,951,500       4,901,500
                       -----------     -----------     -----------     -----------

</TABLE>













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


<PAGE>
<TABLE>
<CAPTION>




                               ( Development Stage Company)
                                  STATEMENT OF CASH FLOWS
                   For the Six Months Ended December 31, 2000  and 1999
           and the Period July 8, 1997 (Date of Inception) to December 31, 2000
------------------------------------------------------------------------------------------------


                                                                                 July 8, 1997
                                                                              (Date of Inception)
                                                       Dec 31,        Dec 31,         to
                                                        2000           1999      Dec 31, 2000
                                                      ---------     ---------   -------------
<S>                                                   <C>           <C>           <C>
CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                           $  (2,840)    $ (22,048)    $(171,109)

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

          Changes  in accounts payable                    1,895         2,100        10,422
          Contributions to capital - expenses              --            --           9,655


          Net Decrease in Cash From Operations             (945)      (19,948)     (151,032)
                                                      ---------     ---------     ---------

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

CASH FLOWS FROM FINANCING
   ACTIVITIES

            Proceeds from issuance of common stock         --          18,990       151,096
                                                      ---------     ---------     ---------

   Net Increase (Decrease)  in Cash                        (945)         (958)           64

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

   Cash at End of Period                              $      64     $      25     $      64
                                                      =========     =========     =========



</TABLE>





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


<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 December 31, 2000,  the Company had a net  operating  loss carry forward of $
171,109.  The tax benefit from the loss carry  forward of $51,333 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.


<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 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.









<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.



                               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   March 17, 2001               By /s/ Grant Curran
                                        -------------------------------------
                                        Grant Curran, Director and Controller