SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1998
[ ] 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 Small Business Issuer as Specified in its Charter)
Delaware 11-2717273
(State or other jurisdiction (I.R.S.Employer
of incorporation or Identification
organization) Number)
6350 N.E. Campus Drive
Vancouver, Washington 98661
(Address of Principal Executive Offices)
(360) 737-6800
(Issuer's Telephone Number, including Area Code)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
Common, $.00001 par value per share: 73,583,000
outstanding as of June 1, 1998
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NOVA INTERNATIONAL FILMS, INC.
Index to Financial Information
Period Ended April 30, 1998
Item Page
Item 1 - Financial Statements
Balance Sheets 3
Statements of Operations 4-5
Statements of Cash Flows 6
Notes to Financial Statements 7-8
Item 2 - Management's Discussion and Analysis
or Plan of Operation 9
<PAGE>
NOVA INTERNATIONAL FILMS, INC.
BALANCE SHEETS
(Unaudited)
APRIL 3O, OCTOBER 31,
1998 1997
ASSETS
Cash $ 6,943 $ 9,126
Furniture and equipment at cost,
less accumulated depreciation - -
Total assets $ 6,943 $ 9,126
LIABILITIES AND STOCKHOLDERS'
EQUITY
LIABILITIES:
Accounts payable and accrued
expenses $ 1,800 $ 2,800
Total liabilities $ 1,800 $ 2,800
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY:
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 (8,192,853) (8,191,670)
Total stockholders' equity $ 5,143 $ 6,326
Total liabilities and
stockholders' equity $ 6,943 $ 9,126
The accompanying notes are an integral part of these statements.
<PAGE>
NOVA INTERNATIONAL FILMS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the For the
Quarter Ended Quarter Ended
April 30, 1998 April 30, 1997
REVENUES $ - $ -
COSTS AND EXPENSES:
General and administrative $ 613 $ 1,440
Depreciation and amortization 0 98
$ 613 $ 1,538
OPERATING LOSS $ (613) $ (1,538)
OTHER INCOME:
Interest income 0 59
LOSS BEFORE PROVISION
FOR INCOME TAXES $ (613) $ (1,479)
PROVISION FOR INCOME TAXES - -
NET INCOME (LOSS) $ (613) $ (1,479)
Net (Income loss) per share $ .00000 $ (.00002)
Average no. of
shares outstanding 73,583,000 73,583,000
The accompanying notes are an integral part of these statements.
<PAGE>
NOVA INTERNATIONAL FILMS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
For the Six For the Six
Mos. Ended Mos. Ended
April 30, 1998 April 30,1997
REVENUES $ - $ -
COSTS AND EXPENSES:
General and administrative $ 1,183 $ 1,653
Depreciation and amortization 0 195
$ 1,183 $ 1,848
OPERATING LOSS $ (1,183) $ (1,848)
OTHER INCOME:
Interest income 0 130
LOSS BEFORE PROVISION
FOR INCOME TAXES $ (1,183) $ (1,718)
PROVISION FOR INCOME TAXES - -
NET INCOME (LOSS) $ (1,183) $ (1,718)
Net (Income loss) per share $ .00002 $ .00002
Average no. of shares
outstanding 73,583,000 73,583,000
The accompanying notes are an integral part of these statements.
<PAGE>
NOVA INTERNATIONAL FILMS, INC.
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
(Unaudited)
For the Six For the Six
Mos. Ended Mos. Ended
Apr. 30, 1998 Apr. 30, 1997
Cash flows from operating
activities:
Net loss $ (1,183) $ (1,718)
Adjustments to reconcile
net loss to net cash
provided by operating
activities:
Depreciation and amortization $ 0 $ 195
Net changes in assets
and liabilities:
Accounts payable (1,000) (1,400)
Total adjustments $(1,000) $(1,205)
Net cash provided (used) by
operating activities $ (2,183) $(2,923)
Net (decrease) increase
in cash $ (2,183) $(2,923)
Cash at beginning of period 9,126 14,797
Cash at end of period $ 6,943 $ 11,874
The accompanying notes are an integral part of these statements.
<PAGE>
NOVA INTERNATIONAL FILMS, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1998
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
The financial statements for the quarter ended January 31, 1997 and for the
years ended October 31, 1997 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.
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.
<PAGE>
NOVA INTERNATIONAL FILMS, INC.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1998
b. 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 year. All assets are fully depreciated as of
October 31, 1997.
c. Per Share Amounts
Per share amounts are based on the weighted average number of shares
outstanding during the period.
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.
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 the quarter ended January 31, 1997.
7) 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 $6,956 as
of April 30, 1998. Accordingly, the Company has significantly reduced its
overhead.
<PAGE>
Item 2. Management's Discussion and Analysis
or Plan of Operation.
The Company had no revenues for the three and six months ended April 30,
1998 and 1997. For the three months ended April 30, 1998, the Company had
a net loss of $(613) as compared to a net loss of $(1,479) for the three
months ended April 30, 1997. For the six months ended April 30, 1998, the
Company had a net loss of $(1,183) as compared to a net loss of $(1,718)
for the six months ended April 30, 1997.
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 $6,943 as
of April 30, 1998. Accordingly, the Company has significantly reduced its
overhead. In connection therewith, the Company does not pay any officer
salaries and rent. Its costs primarily include only those costs necessary
to retain its corporate charter, file necessary tax returns and report to
the Securities and Exchange Commission, and certain expenses in seeking
business opportunities.
In addition, as a result of the closing of the Acquisition Agreement (see
Notes to the Financial Statements included elsewhere herein), the Company
has no current business operations and has begun and will continue to seek
another business opportunity. 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-QSB.
(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: June 5, 1998 By: /s/William Rifkin
William Rifkin,
Chairman of the Board
(Principal Executive Officer)
Dated: June 5, 1998 By: /s/William Rifkin
William Rifkin,
Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NOVA
INTERNATIONAL FILMS, INC.'S QUARTERLY REPORT FOR THE QUARTER ENDED
APRIL 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-END> APR-30-1998
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<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,943
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,943
<CURRENT-LIABILITIES> 1,800
<BONDS> 0
<COMMON> 736
0
0
<OTHER-SE> 8,197,260
<TOTAL-LIABILITY-AND-EQUITY> 6,943
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
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<OTHER-EXPENSES> 1,183
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,183)
<INCOME-TAX> 0
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<NET-INCOME> (1,183)
<EPS-PRIMARY> .000
<EPS-DILUTED> .000
</TABLE>
