SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, DC  20549

                          FORM 10-Q

      [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended JANUARY 31, 1996

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

        For the transition period from            to


                   Commission file number 2-98997-NY


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


DELAWARE                                                     11-2717273
(State or other jurisdiction                            I.R.S. Employer
of incorporation or                                      Identification
organization)                                                   Number)

501 S.E. COLUMBIA SHORES BOULEVARD
SUITE 350
VANCOUVER, WASHINGTON                                             98661
(Address of principal                                        (Zip Code)
executive offices)

Registrant's telephone number, including area code:      (360) 737-6800

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), and (2) has been subject to such
filing requirements for the past 90 days.

                   Yes    X              No

Indicate the number of shares outstanding of each  of  the  Issuer's classes of
common stock, as of the latest practicable date:

   Common, $.00001 par value per share: 73,583,000 outstanding  as  of March 1,
1996

<PAGE>



                 PART I  -  FINANCIAL INFORMATION


Item 1.   Financial Statements


                  NOVA INTERNATIONAL FILMS, INC.

                  Index to Financial Information

                   Period Ended January 31, 1996


<TABLE>
<CAPTION>
          Item                                         Page
<S>                                                    <C>
Item 1 - Financial Statements

     Balance Sheets                                       3

     Statements of Operations                             4

     Statements of Cash Flows                             5

     Notes to Financial Statements                      6-9

Item 2 - Management's Discussion and Analysis of
     Financial Condition and Results of Operations       10
</TABLE>
<PAGE>
                         NOVA INTERNATIONAL FILMS, INC.
                                 BALANCE SHEETS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                          JANUARY 31,   OCTOBER 31,
                                             1996          1995
<S>                                       <C>           <C>
ASSETS

Cash                                      $     21,466  $     23,619
Furniture and equipment at cost, less
  accumulated depreciation                         684           781

  Total assets                            $     22,150  $     24,400


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES:

Accounts payable and accrued expenses     $      5,000   $      5,936
Debt                                                -       3,375,119

  Total liabilities                       $      5,000   $  3,381,055

COMMITMENTS AND CONTINGENCIES                       -              -

STOCKHOLDERS' EQUITY (DEFICIT):

Common Stock, $.00001 par value;
  100,000,000 shares authorized,
  73,583,000 shares issued
  and outstanding, respectively.          $        736   $        736
Additional paid-in capital                   8,197,260      8,197,260
Accumulated deficit                         (8,180,846)   (11,554,651)

  Total stockholders' equity (deficit)    $     17,150   $ (3,356,655)

  Total liabilities and stockholders'
    equity (deficit)                      $     22,150   $     24,400

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


                         NOVA INTERNATIONAL FILMS, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                          For the          For the
                                        Quarter Ended    Quarter Ended
                                        Jan. 31, 1996    Jan. 31, 1995
<S>                                     <C>              <C>
REVENUES                                $         -      $         -

COSTS AND EXPENSES:
 General and administrative                     1,340            4,455
 Depreciation and amortization                     97              564
                                                1,437            5,019
  OPERATING LOSS                               (1,437)          (5,019)
OTHER INCOME:
 Interest income                                  123              250
                                                  123              250
OTHER EXPENSES:
 Interest expense                                  -            75,745
                                                   -            75,745
LOSS BEFORE PROVISION FOR
 INCOME TAXES                                  (1,314)         (80,514)
PROVISION FOR INCOME TAXES                         -                -
NET LOSS BEFORE                                                (80,514)
 EXTRAORDINARY INCOME                          (1,314)

EXTRAORDINARY INCOME:
 Forgiveness of Debt                        3,375,119               -

NET INCOME (LOSS)                       $   3,373,805     $    (80,514)

Net (Income loss) per share             $      .04585     $    (0.0011)

Average no. of shares outstanding          73,583,000     $ 73,583,000

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

                         NOVA INTERNATIONAL FILMS, INC.
                            STATEMENTS OF CASH FLOWS
                           INCREASE (DECREASE) IN CASH
                                   (Unaudited)



<TABLE>
<CAPTION>
                                          For the          For the
                                        Quarter Ended    Quarter Ended
                                        Jan. 31, 1996    Jan. 31, 1995
<S>                                     <C>              <C>
Cash flows from operating activities:
  Net loss                              $    (1,314)    $   (80,514)
  Adjustments to reconcile net loss
  to net cash provided by operating
  activities:
   Depreciation and amortization                 97             564
  Net changes in assets and
   liabilities:
   Accounts payable                            (936)            (26)
    Total adjustments                          (839)            538
    Net cash provided (used) by
     operating activities                     2,153         (79,976)

Cash flows from financing activities:
  Net proceeds from debt financing               -           75,745
  Net cash provided (used) by financing
   activities                                    -           75,745

  Net (decrease) increase in cash            (2,153)         (4,231)
  Cash at beginning of period                23,619          38,967
  Cash at end of period                 $    21,466     $    34,736

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


                         NOVA INTERNATIONAL FILMS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                January 31, 1996


    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.

        a.  Issuance 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.

        b.  Disposition of Assets

        On May 12, 1993 (the "Closing"), the stockholders of the Company
        approved an Acquisition Agreement dated March 3, 1993 (the "Acquisition
        Agreement") by and between the Company and Epic Productions, Inc.
        ("Epic"), pursuant to which the Company sold, assigned, transferred 
        and conveyed to Epic and Epic acquired from the Company (i) all of the
        issued and outstanding shares of capital stock of each of Byzantine
        Fire, Inc. a California corporation, Wings of the Apache, Inc., a
        California corporation, and A/R Productions, Ltd., a California
        corporation (collectively, the "Subsidiary Corporations"); (ii)  all
        rights to the completed films "Triumph of the Spirit", "Firebirds" and
        "Why Me?", (sometimes collectively herein the "Completed Films"); and
        (iii) the Company's rights related to the film project "Carlito's Way"
        and Jean Claude Van Damme.   In  exchange therefor, Epic assumed all
        debts and liabilities of the Company with respect to the assets 
        acquired, paid the Company the sum of $50,000, acquired the Bank Loan 
        from the Bank as described in Note #5 "Debt" and modified the loan 
        arrangements thereafter plus other indebtedness due Epic from the 
        Company.

    2)  General

   As noted elsewhere, the financial statements for the years ended October 
   31, 1995, 1994 and 1993 are unaudited. However, it is management's opinion 
   that all adjustments necessary for fair presentation of these financial
   statements have been made and are included herein.

<PAGE>



                         NOVA INTERNATIONAL FILMS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                January 31, 1996



    3)  Summary of Significant Accounting Policies

        a.  Financial Statement Presentation

        In accordance with the provisions of Statement of Financial Accounting
        Standards No. 53, the Company has elected to present an unclassified
        balance sheet.

        b.  Film Costs

        Film costs, including related interest and production overhead, are
        capitalized as incurred.  Film costs also include costs associated
        with film promotion and distribution.  The individual film forecast
        method is used to amortize film costs based upon the revenue recognized
        in proportion to management's estimate of ultimate revenues to be
        received.  Estimated future revenues are reviewed periodically by
        management and revised when appropriate.  Profit participation, if 
        any, are accrued in the same manner.  Unamortized film costs are 
        compared with net realizable values on a film-by-film basis and losses 
        are provided when appropriate.

        c.  Revenue Recognition

        Film rental revenues are recognized in accordance with the provisions
        of Statement of Financial Accounting Standards No. 53.  Revenues from
        theatrical distribution of films in the United States and Canada are
        recognized on the dates of exhibition.  Revenues from foreign, home
        video, television and pay television license agreements are recognized
        when the license period begins and the film is available for release
        pursuant to the terms of the license agreement between the distributor
        and the sub-distributor.  Amounts received from the distributor prior
        to the availability of the films are recorded as deferred revenue.
        Once completed, a typical theatrical film will generally be made
        available for license as follows:

<TABLE>
<CAPTION>
                                  Months After
        Market place            Initial Release         Period
        <S>                     <C>                     <C>
        Domestic theatrical                             6 months
        All foreign markets                             2 to 5 years
        Domestic home video     6 months                6 months
        Domestic cable/pay
             television         12 to 18 months         1 to 2 years
        Domestic syndication
             television         30 to 60 months         5 to 7 years
</TABLE>

<PAGE>



                         NOVA INTERNATIONAL FILMS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                January 31, 1996



        d.  Depreciation and Amortization

        Furniture and equipment is recorded at cost and is depreciated on a
        straight-line basis over the estimated useful lives of the related
        assets, which is typically five years.

        e.  Per Share Amounts

        Per share amounts are based on the weighted average number of shares
        outstanding during the period.

    4)  Furniture and Equipment

   The following is a summary of Furniture and Equipment at cost, less
   accumulated depreciation:

<TABLE>
<CAPTION>
                                    January 31,        October 31,
                                       1996               1995
        <S>                         <C>                <C>
        Office/Computer Equipment   $38,153            $38,153
        Telephone Equipment          10,934             10,934
        Furniture & Equipment
             at cost                 49,087             49,087
        Accumulated Depreciation     46,052             48,306
                                    $   684            $   781
</TABLE>

    5) Debt

   In connection with the financing of the film "Triumph of the Spirit", the
   Company was unable to pay Credit Lyonnais Bank Nederland N.V. (the "Bank")
   the note payable (the "Bank Loan") incurred to finance such film at its
   original maturity date of March 31, 1991.  The Company was able to negotiate
   an extension of the maturity date of this note until September 30, 1991, but
   thereupon the Company became in default of its obligation.

   Upon the Closing of the Acquisition Agreement, Epic acquired the Bank Loan
   from the Bank and modified the payment terms of the Bank Loan assigned to 
   it and other indebtedness of the Company to Epic.  In October 1993, Epic
   assigned and contributed to the capital of the Company all of such 
   indebtedness of the Company to Epic plus accrued and unpaid interest.  In
   addition, at the Closing, $3 million of indebtedness (plus interest thereon)
   under the Bank Loan was not acquired by Epic, pursuant to which the Bank,
   Epic and the Company agreed that such portion of the Bank Loan (The
   "Nonrecourse Obligations") be payable interest and then principal only from
   operating receipts from "Triumph of the Spirit" which was acquired by Epic
   pursuant to the Acquisition Agreement.

<PAGE>
                         NOVA INTERNATIONAL FILMS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                January 31, 1996



    As of November 30, 1996, Nova assigned to Epic and Epic assumed the
remaining $3 million Nonrecourse Obligations plus interest thereon.  As such  
no interest was accrued for Fiscal Year Ended October 31, 1995.

    7)  Commitments and Contingencies

   The Company has been named co-defendant in a lawsuit commenced by an
   individual alleging breach of an oral agreement regarding the rights to
   "Triumph of the Spirit."  The claim is for damages in excess of $20 
   million. Such action was dismissed by the jurisdictional court. This 
   dismissal has been appealed and is currently pending. The Company believes 
   the suit is without merit and is accordingly defending its position.  The 
   lawsuit is covered by an errors and omissions insurance policy up to $5 
   million.  The deductible portion of the policy totaling $25,000 was paid 
   in fiscal 1990. Management believes that there will be no further material 
   adverse effect on the financial position or results of operations of the 
   Company from this lawsuit. In addition, pursuant to the acquisition 
   agreement, Epic has agreed to indemnify the Company for any losses arising 
   out of the assets acquired therunder by Epic.

    8)  Liquidity and Capital Resources

   At the current time, the Company's sole means to pay for its overhead
   operations  is  its existing cash reserves in the total amount of $21,466 
   as of January 31, 1996.  Accordingly, the Company has significantly reduced 
   its overhead.

<PAGE>


Item 2.     Management's Discussion and Analysis
            of Financial Condition and Results of Operations.

Results of Operations

      During the fiscal  quarter  ended  January  31, 1996, the Company had net
income of $3,373,805 as compared to a net loss of $80,514 for the quarter ended
January 31, 1995.  The net income for the fiscal quarter ended January 31, 1996
is  principally  due to the foregiveness of debt of $3,375,119  resulting  from
Epic assuming as of  November  30,  1995  the remaining  $3 million Nonrecourse
Obligations.  As a result of the foregoing, the Company has eliminated its bank
indebtedness.

Liquidity and Capital Resources

      At the current time, the Company's sole  means  to  pay  for its overhead
operations is its existing cash reserves in the total amount of  $21,466  as of
January  31,  1996.   Accordingly,  the  Company  has significantly reduced its
overhead.

      In addition, as a result of the closing of the Acquisition Agreement (see
Notes to the Financial Statements included herein),  the Company has no current
business operations and has begun and will continue to  seek  another  business
opportunity  which  may or may not be in the film industry.  As of the date  of
this report, the Company  has  no  agreement,  understanding  or arrangement to
acquire or participate in any specific business opportunity.  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.

<PAGE>



                         PART II  -  OTHER INFORMATION

Item 1.     Legal Proceedings.

            None.

Item 2.     Changes in Securities.

            None.

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.

            There are no exhibits applicable to this Form 10-Q.

            (b)   Reports on Form 8-K.

            Listed  below  are reports on Form 8-K filed during the quarter for
            which this report is filed:

            None.

<PAGE>

                                  SIGNATURES


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



                                   NOVA INTERNATIONAL FILMS, INC.
                                        (Registrant)



Dated:  March 15, 1996             By:   /s/William Rifkin     
                                         William Rifkin,
                                         Chairman of the Board
                                         (Principal Executive Officer)



Dated:  March 15, 1996             By:   /s/William Rifkin
                                         William Rifkin, 
                                         Principal Financial Officer


<PAGE>