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:
 January 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 January  31,  2003 was
6,037,000.

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

ITEM 1.  FINANCIAL STATEMENTS

NOVA INTERNATIONAL FILMS, INC.
CONDENSED BALANCE SHEETS

                                                     JANUARY 31,    OCTOBER 31,
                                                            2003           2002
                                                     (unaudited)     (audited)
CURRENT ASSETS
Cash                                                 $       100    $     2,419
                                                     -----------    -----------

Total assets                                         $       100    $     2,419
                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
Accounts payable and accrued expenses                $     1,800    $     1,800
Short term loan - related party                           16,948         18,524
                                                     -----------    -----------

Total liabilities                                         18,748         20,324
                                                     -----------    -----------

COMMITMENTS AND CONTINGENCIES                               --             --

STOCKHOLDERS' DEFICIENCY

Common Stock, $.00001 par value; 100,000,000
   shares authorized, 6,037,000 shares issued and
   outstanding, respectively                                  60             60
Additional paid-in capital                             8,198,166      8,198,166
Accumulated deficit                                   (8,216,874)    (8,216,131)
                                                     -----------    -----------

Total stockholders' deficiency                           (18,648)       (17,905)
                                                     -----------    -----------

Total liabilities and stockholders' deficiency       $       100    $     2,419
                                                     ===========    ===========

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


<PAGE>
<TABLE>
<CAPTION>

NOVA INTERNATIONAL FILMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)

                                                           For the three       For the three
                                                            months ended        months ended
                                                        January 31, 2003    January 31, 2002
<S>                                                     <C>                 <C>

REVENUE                                                 $           --      $           --

COSTS AND EXPENSES:
General and administrative                                           743                 514
                                                        ----------------    ----------------

OPERATING LOSS                                                      (743)               (514)

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

NET LOSS                                                $           (743)   $           (514)
                                                        ================    ================

Net loss per share - basic and diluted                  $           --      $           --
                                                        ================    ================

Average no. of shares outstanding - basic and diluted          6,037,000           6,037,000
</TABLE>


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

<PAGE>
<TABLE>
<CAPTION>

NOVA INTERNATIONAL FILMS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
                                                          For the three       For the three
                                                           months ended        months ended
                                                       January 31, 2003    January 31, 2002
<S>                                                    <C>                 <C>
Cash flows from operating activities:

  Net loss                                             $           (743)   $           (514)
  Adjustments to reconcile net loss to net cash used
    in operating activities                                        --                  --
                                                       ----------------    ----------------

Net cash used in operating activities                              (743)               (514)

Cash flows from financing activities:
  Repayment of short term loan                                   (1,576)               --
                                                       ----------------    ----------------

Net cash used in financing activities                            (1,576)               --
                                                       ----------------    ----------------

Net decrease in cash                                               (514)
                                                                                     (2,319)

Cash at beginning of period                                       2,419               2,878
                                                       ----------------    ----------------

Cash at end of period                                  $            100    $          2,364
                                                       ================    ================
</TABLE>

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



<PAGE>

NOVA INTERNATIONAL FILMS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTHS ENDED JANUARY 31, 2003

1)       Nature of Business and Organization

         Nova  International  Films,  Inc. (the  "Company") was  incorporated on
November  27,  1984 in the State of  Delaware.  The  Company  was formed for the
purpose of financing  and  producing  motion  pictures for  distribution  in the
theatrical, home video and pay and free television markets throughout the world.

         During the late eighties and early nineties the Company was involved in
the production and co-production of various films and motion pictures. As of May
1993, the Company had no current business operations and since then has been
seeking another business opportunity. See Note 5 for information on an agreement
signed to acquire a 100% ownership interest in Solar Touch Limited. No assurance
can be given that the Company will be able to consummate such transaction or, if
consummated, that such business opportunity will be successful.

a.       Issuance and Reverse Split of Common Stock

On       January 2, 1986, the Company  completed a public  offering  whereby ten
         million  (10,000,000)  units  were  sold at $.10 per  unit,  each  unit
         consisting of one (1) share of Common Stock, $.00001 par value, and one
         (1) Redeemable Common Stock Purchase  Warrant.  These warrants have now
         lapsed.

         On November 22,  2002,  the Company  effected a 1 for 16 reverse  stock
split.

2)       Summary of Significant Accounting Policies

a.       Basis of presentation

         The accompanying  interim condensed financial statements are unaudited,
but in the opinion of the  management of the Company,  contain all  adjustments,
which include  normal  recurring  adjustments,  necessary to present  fairly the
financial  position at January 31, 2003, the results of operations for the three
months  ended  January  31, 2003 and 2002,  and cash flows for the three  months
ended  January  31, 2003 and 2002.  The balance  sheet as of October 31, 2002 is
derived from the Company's audited financial statements.

         Certain  information  and  footnote  disclosures  normally  included in
financial  statements  that have been  prepared  in  accordance  with  generally
accepted  accounting  principles have been condensed or omitted  pursuant to the
rules and  regulations  of the  Securities  and  Exchange  Commission,  although
management  of the Company  believes  that the  disclosures  contained  in these
financial statements are adequate to make the information  presented therein not
misleading.  For further information,  refer to the financial statements and the
notes  thereto  included in the  Company's  Annual Report on Form 10-KSB for the
fiscal year ended  October 31, 2002, as filed with the  Securities  and Exchange
Commission.

b.       Earning (Loss) per Common Share

         Basic  earning  (loss)  per share is  calculated  by  dividing  the net
earning  (loss)  available to the common  stockholders  by the weighted  average
number of common shares  outstanding  during the year. Diluted earning per share
is calculated assuming the issuance of common shares resulting from the exercise
of stock  options and  warrants.  Dilutive  securities  are not  included in the
calculation   of  loss  per  share   because   their   effect  would  have  been
anti-dilutive.  As the Company has no outstanding options or warrants, basic and
diluted  earnings  (loss) per share are the same for the quarters  ended January
31, 2003 and 2002. On November 22, 2002, the Company effected a 1 for 16 reverse
stock split. All share and per share amounts have been restated on the financial
statements  to give effect to the reverse  stock  split.  Loss per common  share
calculations for the quarter ended January 31, 2002 give  retroactive  effect to
the 1-for-16 reverse split as if it occurred on November 1, 2001.

<PAGE>

c.       Use of Estimates

         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,
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.

d.       Income Taxes

         The  Company  accounts  for income  taxes  using the  liability  method
whereby  deferred  income  taxes  are  recognized  for the tax  consequences  of
temporary differences by applying statutory tax rates applicable to future years
to difference between the financial statement carrying amounts and the tax bases
of  certain  assets  and  liabilities.   Changes  in  deferred  tax  assets  and
liabilities include the impact of any tax rate changes enacted during the year.

e.       New Accounting Pronouncements

         In August  2001,  the FASB issued SFAS No. 143,  "Accounting  for Asset
Retirement  Obligations".   This  statement  addresses  the  diverse  accounting
practices for obligations  associated with the retirement of tangible long-lived
assets and the associated asset  retirement  costs. The Company will be required
to adopt this statement  effective  January 1, 2003. The Company does not expect
that  the  adoption  of SFAS No.  143 will  have  any  effect  on the  Company's
financial statement presentation or disclosures.

         In August  2001,  the FASB  issued SFAS No.  144,  "Accounting  for the
Impairment  or Disposal of  Long-Lived  Assets",  which is effective  January 1,
2002.  SFAS No. 144 supersedes  SFAS No. 121,  "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of", and a portion of
APB  Opinion  No. 30,  "Reporting  the Results of  Operations".  This  statement
provides a single  accounting model for long-lived  assets to be disposed of and
significantly  changes  the  criteria  that would have to be met to  classify an
asset as held-for-sale.

         Classification as held-for-sale is an important  distinction since such
assets  are not  depreciated  and are  stated  at the  lower of fair  value  and
carrying amount.  This statement also requires  expected future operating losses
from  discontinued  operations  to be  displayed  in the  period(s) in which the
losses  are  incurred,  rather  than as of the  measurement  date  as  presently
required.  The adoption of SFAS No. 144 did not have any effect on the Company's
financial statement presentation or disclosures.

         In April 2002, the FASB issued SFAS 145,  Rescission of FABS Statements
No.4,44, and 64, Amendment of FASB Statement No. 13, and Technical  Corrections.
SFAS 145  rescinds  the  provisions  of SFAS No. 4 that  requires  companies  to
classify  certain gains and losses from debt  extinguishments  as  extraordinary
items,  eliminates  the  provisions  of SFAS No. 44 regarding  transition to the
Motor  Carrier Act of 1980 and amends the  provisions  of SFAS No. 13 to require
that certain lease modifications be treated as sale leaseback transactions.  The
provisions of SFAS 145 related to  classification  of debt  extinguishments  are
effective for fiscal years beginning after May 15, 2002. Earlier  application is
encouraged. The Company does not believe the adoption of this standard will have
a material impact on the financial statements.

         In  July  2002,  the  FASB  issued  SFAS  No.  146,   "Accounting   for
Restructuring Costs." SFAS 146 applies to costs associated with an exit activity
(including  restructuring)  or with a  disposal  of  long  lived  assets.  Those
activities  can include  eliminating  or  reducing  product  lines,  terminating
employees and contracts and relocating plant facilities or personnel. Under SFAS
146, the Company will record a liability for a cost  associated  with an exit or
disposal  activity  when that  liability is incurred and can be measured at fair
value. SFAS 146 will require the Company to disclose  information about its exit
and disposal  activities,  the related costs,  and changes in those costs in the
notes to the interim and annual financial  statements that include the period in
which an exit  activity is  initiated  and in any  subsequent  period  until the
activity is completed.  SFAS 146 is effective prospectively for exit or disposal
activities  initiated  after  December  31,  2002,  with  the  earlier  adoption
encouraged.  Under SFAS 146, a company  cannot  restate  its  previously  issued
financial  statements  and the new statement  grandfathers  the  accounting  for
liabilities  that a company had previously  recorded under Emerging  Issues Task
Force Issue 94-3.

<PAGE>

         In December  2002,  the  Financial  Accounting  Standards  Board issued
Statement No. 148,  "Accounting  for  Stock-Based  Compensation-Transaction  and
Disclosure - an amendment of FASB  Statement  No. 123," ("SFAS  148").  SFAS 148
amends FASB Statement No. 123,  "Accounting for Stock Based Compensation" ("SFAS
123")  and  provides   alternative  methods  for  accounting  for  a  change  by
registrants to the fair value method of accounting for stock-based compensation.
Additionally, SFAS 148 amends the disclosure requirements of SFAS 123 to require
disclosure  in the  significant  accounting  policy  footnote of both annual and
interim  financial  statements  of the  method of  accounting  for  stock  based
compensation  and the related pro forma  disclosures  when the  intrinsic  value
method  continues  to be used.  The  statement  is  effective  for fiscal  years
beginning  after December 15, 2002, and  disclosures are effective for the first
fiscal quarter beginning after December 15, 2002.

3)       Short Term Loan - Related Party

         During the fiscal years ended  October 31, 2001 and 2002, an officer of
the Company made  short-term  loans to the Company in order to allow the Company
to meet certain working capital needs. Such loan is without interest and payable
on demand.

4)       Going Concern

         The accompanying  financial statements have been prepared assuming that
the  Company can  continue as a going  concern.  The  Company  currently  has no
revenue,  business operations,  a net loss of $743, a working capital deficiency
and stockholders'  deficiency of $18,648 which raises  substantial  doubts about
its ability to continue as a going  concern.  The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

         At the current time,  the Company's  sole means to pay for its overhead
operations  is its  existing  cash in the total amount of $100 as of January 31,
2003.  Accordingly,  the Company has  significantly  reduced its  overhead.  The
Company  had no  business  operations  as of January  31,  2003 (See Note 5). No
assurance  can be given that the  Company  will be able to  consummate  any such
arrangements  or,  if  consummated,  that  such  business  opportunity  will  be
successful.  Management  has indicated that for the  foreseeable  future it will
cover those costs  necessary to retain the  Company's  corporate  charter,  file
necessary tax returns,  report to the  Securities and Exchange  Commission,  and
cover certain expenses in seeking business opportunities.

5)       Subsequent Event

         On November 1, 2002, the Company signed a Share Exchange Agreement (the
"Exchange  Agreement"),  as amended by the Amended Share Exchange Agreement (the
"Amended  Agreement"),  dated  February  21, 2003,  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 Baoding Pascali
Broadcasting Cable TV Integrated Information Networking,  Co., Ltd. ("Baoding").
Baoding,  a company  established in the People's  Republic of China,  operates a
cable TV network in the municipality of Baoding,  near Beijing,  in the People's
Republic of China.

         In  November  2002,  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.

         Pursuant to the Exchange Agreement,  on February 28, 2003 (the "Closing
Date"), the Company acquired (the "Acquisition") from 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 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 date, Mr.  William  Rifkin  resigned

<PAGE>

from his  position  as  Chairman  of the Board,  Secretary  and  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 the Chief  Executive  Officer and Yau-Sing Tang as the Chairman
of the Board of Directors and Chief Financial Officer.

         Pursuant  to the terms of the  Amended  Agreement,  the Company has the
right to rescind the Acquisition.  The Company may rescind the Acquisition if at
any time after April 30, 2003 and prior to the delivery of the audited financial
statements  of Solar Touch,  the Company has not been  delivered  the  financial
statements  which  reflect  (a) a positive  net income for the fiscal year ended
December 31, 2002, (b) a stockholders'  equity of at least  US$6,000,000 and (c)
the  elimination  of  the   shareholders'   loan  in  the  principal  amount  of
US$5,875,793 and the  capitalization  of such amount on the books and records of
Solar Touch.

         In the event of  rescission,  (i) the Company  shall return to Kingston
the Solar Touch shares,  (ii) the Sellers,  their financial  consultants  and/or
their  respective  designees  shall  return and cancel the common  stock  issued
pursuant to the Exchange Agreement,  (iii) the Company's current directors shall
appoint the designees of Mr.  Martin Rifkin to the Board of Directors,  and (iv)
the  current  directors  and the  officers  of the Company  shall  submit  their
resignations to be effective after the appointments  described above. Mr. Martin
Rifkin  has been  designated  to act on  behalf of the  Company  in the event of
rescission. Rescission shall be without liability to the parties of the Exchange
Agreement.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

         Cautionary  Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:

         In addition to historical  information,  this Quarterly Report contains
forward-looking  statements. The forward-looking statements contained herein are
subject to certain risks and  uncertainties  that could cause actual  results to
differ  materially  from  those  reflected  in the  forward-looking  statements.
Factors that might cause such a difference include, but are not limited to those
discussed in this section.  Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof.  The Company  undertakes no obligation to publicly revise these
forward-looking  statements to reflect events or circumstances  that arise after
the date thereof.  Readers should  carefully review the risks described in other
documents the Company files from time to time with the  Securities  and Exchange
Commission, including the Annual Report on Form 10-KSB for the fiscal year ended
October 31, 2002, the Quarterly  Reports and Current  Reports on Form 8-K by the
Company.

         The following  discussion  and analysis  should be read in  conjunction
with the financial  statements and the notes  thereto,  included as part of this
Quarterly Report.

Overview

         Nova International  Films, Inc. (the "Company") was incorporated in the
State of Delaware  on  November  27,  1984.  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 has had
no current business  operations and since then has been seeking another business
opportunity.

Plan of Operations

         As  mentioned  above,  since May 1993,  the  Company has had no current
business   operations  and  since  then  has  been  seeking   another   business
opportunity.  In November 2002,  the Company  signed a Share Exchange  Agreement
(the "Exchange  Agreement"),  as amended by the Amended Share Exchange Agreement
(the "Amended Agreement"),  dated February 21, 2003, 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

<PAGE>

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 Baoding Pascali
Broadcasting Cable TV Integrated Information  Networking,  Co., LTD ("Baoding").
Baoding,  a company  established in the People's  Republic of China,  operates a
cable TV network in the municipality of Baoding,  near Beijing,  in the People's
Republic of China.

Recent Developments

         Pursuant to the Exchange Agreement,  on February 28, 2003 (the "Closing
Date"), the Company acquired (the "Acquisition") from 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 the  Sellers.  In addition to the common stock issued to
the Sellers,  the Company 4,760,931 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.

Election of New Directors and Officers

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

Right to Rescind the Acquisition

         Pursuant  to the terms of the  Amended  Agreement,  the Company has the
right to rescind the Acquisition.  The Company may rescind the Acquisition if at
any time after  April 30, 2003 and prior to the  delivery  of audited  financial
statements of Solar Touch,  Solar Touch has not delivered  financial  statements
which  reflect (a) a positive net income for the fiscal year ended  December 31,
2002, (b) stockholders'  equity of at least US$6,000,000 and (c) the elimination
of  the  shareholders'  loan  in  the  principal  amount  US$5,875,793  and  the
capitalization of such amount on the books and records of Solar Touch.

         In the event of  rescission,  (i) the Company  shall return to Kingston
the Solar Touch Shares,  (ii) the Sellers,  their financial  consultants  and/or
their  respective  designees  shall  return and cancel the common  stock  issued
pursuant to the Exchange Agreement,  (iii) the Company's current directors shall
appoint the designees of Martin  Rifkin to the Board of Directors,  and (iv) the
current directors and officers of the Company shall submit their resignations to
be effective after the appointments  described in (iii) above. Martin Rifkin has
been  designated  to act on behalf of the Company in the event of a  rescission.
Rescission shall be without liability to the parties of the Exchange Agreement.

         A Form 8-K related to this  transaction  was filed with the  Securities
Exchange Commission on March 17, 2003.

Results of Operations

         The Company had no revenues  for the quarter  ended  January 31,  2003.
During the quarter ended January 31, 2003, the Company had a net loss of $743 as
compared to a net loss of $514 during the quarter ended January 31, 2002.

Liquidity and Capital Resources

         On January 31, 2003, the Company had a working  capital  deficiency and
stockholders'  deficiency  of $18,648,  $100 in cash,  total  assets of $100 and
total  liabilities  of $18,748.  The  Company's  auditors in their opinion dated
January 14, 2003 included a going concern paragraph in their report. The working

<PAGE>

capital   deficiency  and  stockholders'   deficiency  was  principally  due  to
short-term  loans  made by the  President  of the  Company in order to allow the
Company to meet certain working capital needs.

         At the current time,  the Company's  sole means to pay for its overhead
operations  is its  existing  cash in the total amount of $100 as of January 31,
2003.  Accordingly,  the Company has  significantly  reduced its  overhead.  The
Company  had no  business  operations  as of January  31,  2003 (See Note 5). No
assurance  can be given that the  Company  will be able to  consummate  any such
arrangements  or,  if  consummated,  that  such  business  opportunity  will  be
successful.  Management  has indicated that for the  foreseeable  future it will
cover those costs  necessary to retain the  Company's  corporate  charter,  file
necessary tax returns,  report to the  Securities and Exchange  Commission,  and
cover certain expenses in seeking business opportunities.

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  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 the Company files
and submits  under the Exchange Act of 1934 is recorded,  processed,  summarized
and reported as and when required.

2)       Changes in Internal Controls

         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.



                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of Proceeds.

         None.

Item 3.  Defaults Upon Senior Securities

         None.

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

         None.

<PAGE>

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits:

                  None

         (b)      Reports on Form 8-K:

                  Report on Form 8-K filed with the SEC on January 10, 2003.



<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.


Dated:  March 24, 2003

                                                  NOVA INTERNATIONAL FILMS, INC.



                                                  By:  /s/ Raymond Ying-Wai Kwan
                                                      --------------------------
                                                  Name: Raymond Ying-Wai Kwan
                                                  Title:Chief Executive Officer


<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.





March 24, 2003
                                                       /s/ Raymond Ying-Wai Kwan
                                                      --------------------------
                                                      Raymond Ying-Wai Kwan
                                                      Chief Executive Officer





<PAGE>

I, Yau-Sing Tang certify that:

7.       I  have  reviewed  this  quarterly   report  on  Form  10-QSB  of  Nova
         International Films, Inc.:
8.       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;
9.       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.
10.      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:
         (d)      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;
         (e)      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
         (f)      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;
11.      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):
         (c)      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
         (d)      any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  Company's internal controls; and

         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.





March 24, 2003
                                                          /s/ Yau-Sing Tang
                                                         -----------------------
                                                         Yau-Sing Tang
                                                         Chief Financial Officer