U.S. SECURITIES 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

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

For Quarter Ended:                                       Commission File Number:
 March 31, 2003                                                2-98997-NY


                         NOVA INTERNATIONAL FILMS, INC.
--------------------------------------------------------------------------------
               (Exact name of Company as specified in its charter)



       DELAWARE                                             11-2717273
-------------------------------             ------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)


                        Suite 805, One Pacific Place, 88
                              Queensway, Hong Kong
--------------------------------------------------------------------------------
       (Address of Principal Executive Offices)           (Zip Code)


--------------------------------------------------------------------------------
                                 (852) 2891-3130

                (Company's telephone number, including area code)


Indicate by check mark whether the Company (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  Company  was
required to file such  reports) and (2) has been subject to filing  requirements
for the past 90 days.

                                   Yes X  No
                                      ---   ---

The  number  of  shares of Common  Stock  outstanding  as of March 31,  2003 was
60,364,933.

Transitional Small Business Disclosure Format (check one):  Yes      No X
                                                               ---     ---

<PAGE>

                          NOVA INTERNATION FILMS, INC.

                                   FORM 10-QSB

                                      INDEX

                                                                            Page

                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements..............................................1

Item 2.     Management's Discussion and Analysis..............................7

Item 3.     Controls and Procedures..........................................10

                     PART II - OTHER INFORMATION

Item 1.     Legal Proceedings................................................11

Item 2.     Changes in Securities and Use of Proceeds........................11

Item 3.     Defaults Upon Senior Security Holders............................11

Item 4.     Submission of Matters to a Vote of Security Holders..............11

Item 5.     Other Information................................................11

Item 6.     Exhibits and Reports on Form 8-K.................................11

SIGNATURES  .................................................................12


<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                  NOVA INTERNATIONAL FILMS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                                           March 31,      December 31,
                                                              2003            2002
                                                           (unaudited)      (audited)
<S>                                                       <C>             <C>
CURRENT ASSETS
Cash                                                      $        100    $       --
Deferred merger cost                                              --            20,468
Deferred consulting fees                                     2,705,796            --
                                                          ------------    ------------

  Total current assets                                       2,705,896          20,468

NON-CURRENT ASSETS
Equity investment                                            7,275,383       7,218,860
                                                          ------------    ------------

  Total assets                                            $  9,981,279    $  7,239,328
                                                          ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses                     $     81,203    $     20,468
                                                          ------------    ------------

  Total liabilities                                             81,203          20,468
                                                          ------------    ------------

COMMITMENTS AND CONTINGENCIES                                     --              --

STOCKHOLDERS' EQUITY
Common Stock, $.00001 par value; 100,000,000 shares
   authorized, 60,364,933 shares issued and outstanding            604           1,000
Additional paid-in capital                                  11,772,165       5,874,892
Retained earnings (deficit)                                 (1,872,693)      1,342,968
                                                          ------------    ------------

  Total stockholders' equity                                 9,900,076       7,218,860
                                                          ------------    ------------

  Total liabilities and stockholders' equity              $  9,981,279    $  7,239,328
                                                          ============    ============
</TABLE>

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

                                       1
<PAGE>
<TABLE>
<CAPTION>

                  NOVA INTERNATIONAL FILMS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (unaudited)

                                                                      2003           2002
<S>                                                              <C>             <C>

REVENUE                                                          $       --      $       --

EXPENSES
  Professional fees                                                   (11,926)
  Consulting fees                                                    (245,981)           --
                                                                 ------------    ------------

LOSS FROM OPERATIONS                                                 (257,907)           --

OTHER INCOME (EXPENSES)
  Merger costs                                                     (3,014,277)           --
  Equity in earnings of investment                                     56,523          63,472
                                                                 ------------    ------------

PROFIT (LOSS) BEFORE TAXES                                         (3,215,661)         63,472

PROVISION FOR INCOME TAXES                                               --              --
                                                                 ------------    ------------

NET INCOME (LOSS)                                                $ (3,215,661)   $     63,472
                                                                 ============    ============

Net income (loss) per share - basic and diluted                  $      (0.06)   $       0.00
                                                                 ============    ============


Weighted average no. of shares outstanding - basic and diluted     53,286,289      49,567,002
                                                                 ============    ============
</TABLE>

Note:  The number of weighted average shares outstanding at March 31, 2002 is
       the amount of shares issued for the reverse merger and is for comparison
       purposes only.

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


                                       2
<PAGE>
<TABLE>
<CAPTION>

                  NOVA INTERNATIONAL FILMS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                   (unaudited)

                                                                      2003           2002
<S>                                                               <C>            <C>
Cash flows from operating activities:

Net (loss) income                                                 $(3,215,661)   $    63,472
Adjustments to reconcile net loss to net cash used in operating
   activities:
   Stock issued for consulting fees                                   245,981           --
   Merger costs paid by the issue of shares                         2,945,000           --
   Equity in earnings of investment                                   (56,523)       (63,472)
Changes in operating assets and liabilities:
   Decrease in deferred merger costs                                   20,468           --
   Increase in accounts payable and accrued liabilities                60,735           --
                                                                  -----------    -----------

Net cash used in operating activities                                    --             --
                                                                  -----------    -----------

Cash flows from financing activities:
  Cash received in merger                                               1,809
  Repayment of short term loan from related party                      (1,709)          --
                                                                  -----------    -----------

Net cash provided by financing activities                                 100           --
                                                                  -----------    -----------

Net increase in cash                                                      100           --

Cash at beginning of period                                              --             --
                                                                  -----------    -----------

Cash at end of period                                             $       100    $      --
                                                                  ===========    ===========
</TABLE>

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



                                       3
<PAGE>

                         NOVA INTERNATIONAL FILMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  THREE MONTHS ENDED MARCH 31, 2003 AND 2002 \
                                   (UNAUDITED)
                             (UNITED STATES DOLLARS)

1.       DESCRIPTION OF BUSINESS AND BUSINESS COMBINATION

         Nova  International  Films,  Inc. (the  "Company") was  incorporated on
November 27, 1984 in the State of Delaware.  During  February  2003, the Company
acquired all of the issued and outstanding shares of Solar Touch Limited ("Solar
Touch") from Kingston Global Co. Limited in a reverse merger.  As  consideration
for Solar Touch's  shares,  the Company issued  49,567,002  shares of its common
stock.  Solar Touch is a British  Virgin  Islands  corporation  which owns a 49%
equity interest in Baoding Pascali Broadcasting Cable TV Integrated  Information
Networking Co., Limited ("Baoding").

         Baoding,  a company  established in the People's Republic of China (the
"PRC")  and  located in the city of  Baoding,  was  formed  pursuant  to a joint
venture  agreement  dated  July 23,  1999 and  signed  between  Baoding  Pascali
Multimedia Transmission Networking Co. Limited (the "JV partner"), a state-owned
enterprise  established in the PRC, and Solar Touch. Baoding is to operate for a
period of 20 years and is principally  engaged in the construction and operation
of a cable integrated TV transmission  network system in the same area.

2.       BASIS OF PRESENTATION

         The interim  consolidated  financial  statements  have been prepared by
Nova International Films, Inc. and include all material adjustments which in the
opinion of the  management  are necessary for a fair  presentation  of financial
results for the three months ended March 31, 2003 and 2002. All  adjustments and
provisions  included in these  statements are of normal  recurring  nature.  The
December  31, 2002  audited  balance  sheet only  includes the balances of Solar
Touch Limited and is for comparative  purposes only. The  information  contained
herein is  condensed  from that  which  would  appear  in the  annual  financial
statements;  accordingly,  the financial  statements  included  herein should be
reviewed in conjunction  with the Solar Touch  financial  statements and related
notes  thereto  included  in the Form 8K dated  February  28,  2003 filed by the
Company with the Securities and Exchange Commission.  In addition, the financial
statements  included  herein  should be read in  conjunction  with the financial
statements  of the  Company  included in the Form 10-KSB and Form 10-QSB for the
year ended October 31, 2002 and the  three-month  period ended January 31, 2003,
respectively. The results of operations for the interim period presented are not
necessarily indicative of the results that can be expected for the entire year.

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the amount of revenues and expenses during the reporting periods.
Management  makes these  estimates using the best  information  available at the
time the estimates are made.  However,  actual  results could differ  materially
from those results.



                                       4
<PAGE>


3. EQUITY INVESTMENT

         The equity  investment  represents a 49% equity interest in Baoding,  a
company  established in the PRC and principally  engaged in the construction and
operation of a cable integrated TV transmission  network system in Baoding,  the
PRC.

         Baoding  maintains its books and records in Renminbi  ("RMB") the PRC's
currency.  Translation of amounts in United States dollars ("US$") has been made
at the single rate of exchange of US$1.00:RMB8.3. No representation is made that
RMB amounts have been or could be,  converted  into US$ at that rate. On January
1, 1994, the PRC government introduced a single rate of exchange as quoted daily
by the People's Bank of China (the "Unified  Exchange Rate").  This quotation of
exchange  rates  does not  imply  free  convertibility  of RMB to other  foreign
currencies.  All foreign  exchange  transactions  continue to take place  either
through  the Bank of China or other  banks  authorized  to buy and sell  foreign
currencies at the exchange  rate quoted by the People's Bank of China.  Approval
of foreign currency payments by the Bank of China or other institutions requires
submitting  a  payment  application  form  together  with  suppliers'  invoices,
shipping documents and signed contracts.

         As of March 31, 2003, the unaudited  condensed balance sheet of Baoding
was as follows:

         Current assets                                             $ 1,639,994
         Non-current assets                                          17,024,198
                                                                    -----------

         Total assets                                               $18,664,192
                                                                    ===========

         Current liabilities                                        $ 3,760,860
         Non-current liabilities                                           --
         Capital and reserves                                        14,903,332
                                                                    -----------

         Total liabilities and equity                               $18,664,192
                                                                    ===========

         The  unaudited  results of  operations  of Baoding for the three months
ended March 31, 2003 and 2002 are summarized as follows:
<TABLE>
<CAPTION>

                                                                2003         2002
<S>                                                          <C>          <C>

         Net sales                                           $ 820,548    $ 844,388
                                                             =========    =========

         Income from operations                              $ 115,409    $ 131,183

         Other income (expenses)                                   (56)      (1,649)
                                                             ---------    ---------

         Income before tax provision                           115,353      129,534

         Income tax                                               --           --
                                                             ---------    ---------
         Net income                                          $ 115,353    $ 129,534
                                                             =========    =========

         The Company's equity in earnings of Baoding (49%)   $  56,523    $  63,472
                                                             =========    =========
</TABLE>


                                       5
<PAGE>

4.       INCOME TAXES

         The Company is a British Virgin Islands  investment holding company and
does not carry on any  business  and does not maintain any offices in the United
States of America. No provision for income taxes or tax benefits for the Company
has been made.

         The Company  provides  for deferred  income  taxes using the  liability
method,  by which  deferred  income  taxes  are  recognized  for al  significant
temporary  differences  between the tax and financial  statement bases of assets
and liabilities.  The tax  consequences off those  differences are classified as
current or non-current  based upon the  classification  of the related asset and
liabilities in the financial statements.  No provision for deferred taxation has
been made, as there is no temporary difference at the balance sheet date.

5.       EARNINGS (LOSS) PER COMMON SHARE

         Basic EPS amounts are based on the  weighted  average  shares of common
stock outstanding.  Diluted EPS assumes the conversion,  exercise or issuance of
all potential common stock instruments such as options, warrants and convertible
securities,  unless  the  effect is to reduce a loss or  increase  earnings  per
share.  For  presentation  and  comparative  purposes,  the  Company has assumed
49,567,002 shares were outstanding during 2002 to the date of the reverse merger
of the Company and Solar Touch Limited.

6.       CONSULTING AGREEMENTS

         On February 28, 2003,  the Company  entered  into  one-year  consulting
agreements with GCA Consulting  Limited ("GCA") and Orient  Financial  Services,
Inc.  ("Orient").  The services to be rendered include consultation and advisory
services relating to administrative and corporate development of the Company and
other managerial  assistance as mutually agreed upon between the parties hereto.
As consideration  for the services to be rendered,  the Company issued 2,960,931
and  1,800,000  shares  of  common  stock to GCA and  Orient,  respectively.  In
accordance with Statement of Financial Accounting Standards No. 123, "Accounting
for  Stock-Based  Compensation"  ("SFAS 123") and the Emerging Issues Task Force
Consensus in Issue No. 96-18, "Accounting for Equity Instruments that are Issued
to Other than Employees for Acquiring,  or in Conjunction with Selling, Goods or
Services" ("EITF 96-18"), the Company has accounted for the consulting agreement
based on the fair market value of the Company's stock at the  commencement  date
of the  agreement.  For the three  months  ended  March 31,  2003,  the  Company
expensed  $245,981  associated  with  these  agreements  and  recorded  deferred
consulting  fees of  $2,705,796  at March 31,  2003.

7.       OPTION AGREEMENT AND SUBSEQUENT EVENT

         On February 28, 2003, the Company  granted an option to DSS Associates,
Carter Fleming  International  Ltd.,  Grand Unison Limited,  and Emerging Growth
Partners, Inc. (the "Optionees") to purchase an aggregate of 4,750,000 shares of
common  stock  of  the  Company  for  $50,000.  The  optionees  facilitated  the
acquisition of the Company and Solar Touch. In accordance with SFAS 123 and EITF
96-18,  the  Company  expensed  $2,945,000  associated  with these  options  and
included  this  expense in "Merger  Costs" for the three  months ended March 31,
2003. On April 30, 2003, the optionees exercised the 4,750,000 options.




                                       6
<PAGE>

                  Item 2 - Management's Discussion and Analysis

         This  quarterly   report  on  Form  10-QSB   contains   forward-looking
statements  within the meaning of Section 27A of the Securities Act of 1933, and
Section 21E of the Securities  Exchange Act of 1934. These statements  relate to
future events or the Company's  future  financial  performance.  The Company has
attempted  to  identity  forward-looking  statements  by  terminology  including
"anticipates",  "believes",  "expects", "can", "continue",  "could", estimates",
"intends",  "may", "plans",  "potential",  "predict",  "should" or "will" or the
negative of these terms or other  comparable  terminology.  Although the Company
believes that the expectation  reflected in the  forward-looking  statements are
reasonable,  the Company cannot  guarantee  future  results,  level of activity,
performance or  achievements.  The Company  expectations are as of the date this
Form  10-QSB is filed,  and the  Company  does not  intend to update  any of the
forward-looking  statements  after the date this quarterly report on Form 10-QSB
is filed to confirm these statements to actual results, unless required by law.

Overview

         Nova  International  Films,  Inc. (the  "Company") was  incorporated on
November 27, 1984 in the State of Delaware.  Prior to May 1993,  the Company was
principally  engaged in the  business of  developing,  financing  and  producing
motion pictures for distribution.  Since May 1993, however,  the Company had had
no current  business  operations until on November 1, 2002, the Company signed a
Share Exchange Agreement (the "Exchange  Agreement") to acquire a 100% ownership
interest in Solar Touch  Limited  ("Solar  Touch") in  exchange  for  49,567,002
(post-split)  shares of the  Company's  common  stock.  In  addition,  the Share
Exchange  Agreement  provides  for  the  issuance  of  approximately   4,761,000
(post-split) shares to certain financial  consultants.  Solar Touch is a British
Virgin Islands  corporation  which owns a 49% equity interest in Boading Pascali
Broadcasting Cable TV Integrated Information Networking,  Co., Ltd. ("Boading").
Boading,  a company  established in the People's  Republic of China,  operates a
cable TV network in the municipality of Boading,  near Beijing,  in the People's
Republic of China.

         Pursuant to the Exchange Agreement,  on February 28, 2003 (the "Closing
Date"),  the Company  acquired  (the  "Acquisition")  from  Kingston  Global Co.
Limited ("Kingston") all of the issued and outstanding equity interests of Solar
Touch (the "Solar Touch Shares").  As consideration  for the Solar Touch Shares,
the Company  issued  49,567,002  shares of its common stock to Kingston and Sino
Concept  Enterprises  Limited (the  "Sellers").  In addition to the common stock
issued to the Sellers,  the Company also issued 4,760,931 shares to the Seller's
financial  consultants.  The  consideration  for the  Acquisition was determined
through arms length  negotiations  between the management of the Company and the
Sellers.

         On the Closing Date, Mr. Martin Rifkin resigned as President, Treasurer
and a Director of the Company.  On the same day, Mr. William Rifkin  resigned as
Chairman of the Board, Secretary and a Director of the Company.  Effective March
1, 2003, Messrs.  Jun-Tang Zhao, Raymond Ying-Wai Kwan, Yau-Sing Tang and George
Raney  began  serving  their terms as members of the Board of  Directors  of the
Company.  The newly elected  directors  appointed Mr.  Raymond  Ying-Wai Kwan as
Chief  Executive  Officer  and Mr.  Yau-Sing  Tang as  Chairman  of the Board of
Directors and Chief Financial Officer.

         On February 28, 2003, the Company  granted an option to DSS Associates,
Carter Fleming International LTD, Grand Unison LTD, and Emerging Growth Partners
Inc. (the "Optionees") to purchase an aggregate of 4,750,000 (post-split) shares
of common stock in the Company for a total of $50,000.  On April 30,  2003,  the
Optionees  exercised  the  option in full by  delivering  to the  Company a duly
executed  Notice of Exercise and by wire  transferring  the  aggregate  exercise
price for the shares to the Company.


                                       7
<PAGE>

Results of operations

Revenue

         The Company had no revenue  for the three  months  ended March 31, 2003
and 2002 respectively.

Loss from operations

         For the three months ended March 31, 2003,  the Company had a loss from
operations of $257,907 as compared to a loss from  operation of $0 for the three
months  ended  March  31,  2002.  The  loss  is  primarily  attributable  to the
professional fees of $11,926 and the consulting fees of $245,981.

Merger costs

         For the three months ended March 31, 2003, the Company  incurred merger
costs of $3,014,277 as a result of the Company's acquisition of Solar Touch in a
reverse  merger  whereas  there was no such  expense for the three  months ended
March 31, 2002.

Equity in earnings of investment

         This  represents the Company's 49% share of  undistributed  earnings of
its  investment  in Baoding.  For the three  months  ended March 31,  2003,  the
Company's  49% share of earnings of its  investment in Baoding was $56,523 which
was a $6,949 or 11%  decrease  from $63,472 for the three months ended March 31,
2002.  This is primarily  due to the decrease in net sales of Baoding by $23,840
or 3% from  $844,388  for the three  months ended March 31, 2002 to $820,548 for
the three  months  ended March 31,  2003 and  accordingly,  the  decrease in net
income of Baoding by $14,181 or 11% from  $129,534  for the three  months  ended
March 31, 2002 to $115,353 for the three months ended March 31, 2003.

Net income (loss)

         The  Company  recorded a net loss of  $3,215,661  for the three  months
ended March 31, 2003 as compared to a net profit of $63,472 for the three months
ended March 31, 2002.  This is primarily  due to the merger costs of  $3,014,277
incurred in relation to the  Company's  acquisition  of Solar Touch in a reverse
merger, the professional fees of $11,926 and the consulting fees of $245,981.

Financial condition, liquidity, capital resources

         For the three  months  ended March 31,  2003,  our  operations  did not
generate or use any cash.

         As of March 31, 2003,  we had a working  capital  deficiency of $81,103
and cash on hand of $100.  The working  capital  deficiency was primarily due to
the accrued  merger  expenses of $69,277  and the accrued  professional  fees of
$11,926.

         We had no significant capital expenditure  commitment outstanding as of
March 31, 2003.




                                       8
<PAGE>

Plan of Operation

         In view of the  absence of working  capital  to finance  the  Company's
operations  and  working  captial  requirements,  the Company is looking for the
opportunity of raising  necessary  capital by private placement of new shares or
issuance of debentures. In the meantime, the Company's sole means to pay for its
overhead  is its  existing  cash in total  amount of $100 as of March 31,  2003.
Accordingly,  the  Company  does not pay any  officer  salaries  and  rent.  The
Company's  costs  mainly  include  only  those  costs  necessary  to retain  its
corporate  charter,  file necessary tax returns and report to the Securities and
Exchange Commission,  and certain professional expenses such as accountants' and
attorney's  fees to maintain the corporate  compliance.  We believe that we have
access to sufficient working capital to provide for these costs.

Exchange rate

         Fluctuations  of currency  exchange  rates between  Renminbi and United
States  dollar could  adversely  affect our business  since our sole  investment
conducts its business  primarily in China,  and its revenue from  operations  is
settled in  Renminbi.  The Chinese  government  controls  its  foreign  reserves
through  restrictions  on  imports  and  conversion  of  Renminbi  into  foreign
currency.  Although the Renminbi to United States dollar  exchange rate has been
stable since January 1, 1994 and the Chinese government has stated its intention
to maintain the  stability  of the value of Renminbi,  there can be no assurance
that exchange rates will remain stable.  The Renminbi could devalue  against the
United States  dollar.  Exchange  rate  fluctuations  may  adversely  affect our
revenue  arising from the sales of products in China and denominated in Renminbi
and our financial performance when measured in United States dollar.

Recent accounting pronouncements

         In April 2002, The Financial  Accounting  Standards Board (FASB) issued
SFAS  Statement  No.  145,  "Recission  of  FASB  Statements  No.  4, 22 and 64.
Amendment of FASB  Statement No. 13, and Technical  Corrections".  The Statement
addresses the accounting for extinguishment of debt, sale-leaseback transactions
and certain lease  modifications.  The  Statement is effective for  transactions
occurring  after May 15,  2002.  The  Company  does not expect the  adoption  of
Statement No. 15 to have a material  impact on the Company's  future  results of
operations or financial position.

         In July 2002, the FASB issued SFAS Statement No. 146,  "Accounting  for
Cost  Associated  with Exit or  Diposal  Activities".  The  Statement  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities and supercedes Emergin Issues Task Force Issue No. 94-3,  "Liabilitiy
Recognition for Certain  Employee  Termination  Benefits and Other Costs to Exit
and  Activity  (Including  Certain  Costs  Incurred  in  a  Restructing)".   The
provisions of Statement  No. 146 are  effective for exit or disposal  activities
that are  initiated  after  December 31,  2002.  The Company does not expect the
adoption of Statement No. 146 to have a material impact on the Company's  future
results of operations or financial position.

         In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial  Acquisitions of Financial  Institutions,  except Transactions between
Two or More Mutual Enterprises".  The Company does not expect this standard will
have any effect on its financial statements.

         In  November  2002,  the  FASB  issued  FASB   Interpretation  No.  45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees of  Indebtedness  of Others" (FIN 45). FIN 45 requires that


                                       9
<PAGE>

upon  issuance of a guarantee,  a guarantor  must  recognize a liability for the
fair value of an  obligation  assumed  under a guarantee.  FIN 45 also  requires
additional  disclosures  by a  guarantor  in its  interim  and annual  financial
statements  about  the  obligations   associated  with  guarantees  issued.  The
recognition  provisions  of FIN 45 are effective  for any  guarantees  issued or
modified after December 31, 2002. The disclosure  requirements are effective for
financial  statements  of interim or annual  periods  ending after  December 15,
2002.  The adoption of FIN 45 is not  expected to have a material  effect on the
Company's financial position, results of operations, or cash flows.

         In  December  2002,  the  FASB  issued  SFAS  No.148,  "Accounting  for
Stock-Based  Compensation.  Transition and Disclosure"  SFAS No. 148 amends SFAS
No. 123  "Accounting  for  Stock-Based  Compensation,"  to  provide  alternative
methods of transition  for a voluntary  change to the fair value based method of
accounting for  stock-based  employee  compensation.  In addition,  SFAS No. 148
amends  the  disclosure  requirements  of  SFAS  No.  123 to  require  prominent
disclosures in both annual and interim financial  statements about the method of
accounting for stock-based  employee  compensation  and the effect of the method
used on reported  results.  SFAS No. 148 is effective for fiscal years beginning
after  December 15, 2002.  The interim  disclosure  provisions are effective for
financial reports containing  financial statements for interim periods beginning
after  December 15,  2002.  The Company does not expect the adoption of SFAS No.
148 to have a material effect on our financial position,  results of operations,
or cash flows.



ITEM 3. CONTROLS AND PROCEDURES

1)       Evaluation of Disclosure Controls and Procedures

         Disclosure   controls  and  procedures  are  designed  to  ensure  that
information required to be disclosed in the reports filed or submitted under the
Exchange Act of 1934 is recorded, processed, summarized and reported, within the
time  periods  specified in the rules and forms of the  Securities  and Exchange
Commission.  Disclosure  controls and procedures  include,  without  limitation,
controls and procedures  designed to ensure that  information  include,  without
limitation, controls and procedures designed to ensure that information required
to be  disclosed  in the  reports  filed  under  the  Exchange  Act of  1934  is
accumulated  and  communicated  to  the  Company's  management,   including  its
principal  executive and financial  officers,  as  appropriate,  to allow timely
decisions regarding required disclosure.

         Within  the 90 days  prior to the filing of this  report,  the  Company
carried out an evaluation,  under the supervision and with the  participation of
the  Company's  management,  including  its  principal  executive  and financial
officer  of the  effectiveness  of the  design and  operation  of the  Company's
disclosure  controls  and  procedures.  Based  upon  and as of the  date of that
evaluation,  the Company's  principal  executive and financial officer concluded
that the Company's  disclosure  controls and  procedures are effective to ensure
that information  required to be disclosed in the reports that Company files and
submits under the Exchange Act of 1934 is recorded,  processed,  summarized  and
reported as and when required. 2) Changes in Internal Control

         There were no changes in the  Company's  internal  controls or in other
factors that could have significantly  affected those controls subsequent to the
date of the Company's most recent evaluation.






                                       10
<PAGE>

                           PART II - OTHER INFORMATION

                         ITEM 2 - CHANGES IN SECURITIES

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of Proceeds.

         On February 28, 2003, we issued  49,567,002  shares of our common stock
as consideration for the acquisition of all of the issued and outstanding equity
interests  of Solar  Touch  Limited.  These  shares  were  issued to two parties
located in the  People's  Republic  of China  pursuant  to  Section  4(2) of the
Securities Act of 1933, as amended. In addition, we also issued 4,760,931 shares
to the Sellers' financial consultants. The consideration for the acquisition was
determined  through  arms  length  negotiations  between the  management  of the
Company and the Sellers.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K
         (a)      Exhibits:

         Exhibit
         number   Description
         ------   -----------

         99.1     Certification  of the Chief  Executive  Officer  and the Chief
                  Financial Officer

         (b)      Reports on Form 8-K:

         During the three  months ended March 31,  2003,  the Company  filed the
following report on the Form 8-K:

         Form    Filing date        Event reported

         8-K     January 10, 2003   A  report  on  Form  8-K  (item  4),   which
                                    announced   the  change  in  the   Company's
                                    certifying accountant

         8-K                        February  28,  2003 A  report  on  Form  8-K
                                    (items  1,  2 and  5)  which  announced  the
                                    changes  in  control  of  the  Company,  the
                                    Company's acquisition of Solar Touch and the
                                    change  in  the  address  of  the  Company's
                                    principal executive office



                                       11
<PAGE>

                                   SIGNATURES

         In accordance  with the  requirements  of the Exchange Act, the Company
has caused this report to be signed on its behalf by the undersigned,  thereunto
duly authorized.


                                                NOVA INTERNATIONAL FILMS, INC.

Date: May 15, 2003                              By  /s/ Raymond Ying-Wai Kwan
                                                  ------------------------------
                                                Name: Raymond Ying-Wai Kwan
                                                Title:   Chief Executive Officer



Date: May 15, 2003                              By  /s/ Yau-Sing Tang
                                                  ------------------------------
                                                Name:  Yau-Sing Tang
                                                Title:   Chief Financial Officer

























                                       12
<PAGE>

                                  CERTIFICATION

         I, Raymond Ying-Wai Kwan, certify that:

1.       I  have  reviewed  this  quarterly   report  on  Form  10-QSB  of  Nova
         International Films, Inc.:

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         quarterly report.

4.       The  Company's  other  certifying  officer  and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we
         have:

         (a)      designed  such  disclosure  controls and  procedures to ensure
                  that material information  relating to the Company,  including
                  its consolidated  subsidiaries,  is made known to us by others
                  within those entities, particularly during the period in which
                  this quarterly report is being prepared;

         (b)      evaluated  the  effectiveness  of  the  Company's   disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         (c)      presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The Company's other certifying  officer and I have disclosed,  based on
         our most recent  evaluation,  to the  Company's  auditors and the audit
         committee of Company's  board of directors (or persons  performing  the
         equivalent function):

         (a)      all  significant  deficiencies  in the design or  operation of
                  internal  controls which could adversely  affect the Company's
                  ability to record,  process,  summarize  and report  financial
                  data  and  have  identified  for the  Company's  auditors  any
                  material weaknesses in internal controls; and

         (b)      any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  Company's internal controls; and

6.       The Company's  other  certifying  officer and I have  indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.



Date: May 15, 2003                                    /s/ Raymond Ying-Wai Kwan
                                                     ---------------------------
                                                     Raymond Ying-Wai Kwan
                                                     Chief Executive Officer


                                       13
<PAGE>

         I, Yau Sing Tang certify that:

1.       I  have  reviewed  this  quarterly   report  on  Form  10-QSB  of  Nova
         International Films, Inc.:

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the Company as of, and for, the periods presented in this
         quarterly report.

4.       The  Company's  other  certifying  officer  and I are  responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we
         have:

         (a)      designed  such  disclosure  controls and  procedures to ensure
                  that material information  relating to the Company,  including
                  its consolidated  subsidiaries,  is made known to us by others
                  within those entities, particularly during the period in which
                  this quarterly report is being prepared;

         (b)      evaluated  the  effectiveness  of  the  Company's   disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         (c)      presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The Company's other certifying  officer and I have disclosed,  based on
         our most recent  evaluation,  to the  Company's  auditors and the audit
         committee of Company's  board of directors (or persons  performing  the
         equivalent function):

         (a)      all  significant  deficiencies  in the design or  operation of
                  internal  controls which could adversely  affect the Company's
                  ability to record,  process,  summarize  and report  financial
                  data  and  have  identified  for the  Company's  auditors  any
                  material weaknesses in internal controls; and

         (b)      any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  Company's internal controls; and

6.       The Company's  other  certifying  officer and I have  indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.





Date: May 15, 2003                                    /s/ Yau-Sing Tang
                                                     -----------------------
                                                     Yau-Sing Tang
                                                     Chief Financial Officer


                                       14