SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(Mark One)

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

For the Fiscal Year Ended June 30, 2001
                                       OR
( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

Commission File No. 0-29895

                             Royce Biomedical, Inc.
                        --------------------------------
                 (Name of Small Business Issuer in its charter)

                Nevada                                      98-0206542
         ----------------------                        --------------------
         (State of incorporation)                        (IRS Employer
                                                       Identification No.)
      1100-1200 West 73rd Avenue
       Vancouver, British Columbia                             V6P 6G5
-------------------------------------------          -------------------------
   (Address of Principal Executive Office)                     Zip Code

Registrant's telephone number, including Area Code: (604)-267-7080
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                (Title of Class)

Check 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 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.
                                  X
                                 YES         NO

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

The Company's revenues during the year ended June 30, 2001 were $-0-.

The aggregate market value of the voting stock held by non-affiliates of the
Company, (1,053,028 shares) based upon the average bid and asked prices of the
Company's common stock on July 17, 2001, the last day the Company's common stock
was traded, was approximately $40,000

Documents incorporated by reference:      None

As of September 20, 2001 the Company had 5,051,683 issued and outstanding shares
of common stock.


<PAGE>


ITEM 1.  DESCRIPTION OF BUSINESS

     Royce  Biomedical,  Inc. (the  "Company") was  incorporated in the State of
Nevada on March 22, l995.

      Royce Biomedical, Inc. (the "Company") was incorporated in Nevada on March
22, l995. The Company is a public company listed on the OTC Bulletin Board. The
trading symbol is RYBO.OB. The Company's executive offices are located at
1100-1200 West 73rd Avenue, Vancouver, British Columbia, V6P 6G5 CANADA. The
Company's telephone number is (604) 267-7080 and its facsimile number (604)
267-7078. The Company has a Sales Office in Beijing, the People's Republic of
China.

Introduction

      Health care around the world is divided into two segments, diagnosis and
treatment. This segmentation has given rise to two separate markets: the
pharmaceutical market for treatment and the medical diagnostic testing devices
market for diagnosis. The market demand for rapid tests is huge. It is reported
that 36 million people around the world are infected with AIDS virous. Sexually
transmitted diseases such as Syphilis and HBV are on the rise. Although not as
life threatening, early detection of non-sexually trasmitted dieseases such as
H. Pylori can reduce the development risk of cancer.

      The Company is a developer, manufacturer and distributor of
immunodiagonsitic test products. The Company plans to manufacture and assemble
diagnostic test kits in China.

Corporate Development

      Between August 1995 and June 1998, the Company manufactured and sold
diagnostic test kits used to detect pregnancy, thyroid disorders and other
medical conditions. It has since upgraded its research ability and expanded into
tests for HIV and H. Pylori and Syphilis. Between 1996 and 1998 the Company
assembled its diagnostic testing kits at its laboratory in Irvine, California.
To streamline its operation, the Company closed this facility in April 1998.

      In January, 2001, the Company registered a Sales Office in Beijing, the
People's Republic of China. By registering this Sales Office in the Zhong Guan
Cun Hi-Tech Development Zone, the Company can benefit from tax concessions
granted by the Chinese government.

      At the present time the Company plans to manufacture its own medical
diagnostic tests in China. This will enable the Company to reduce operating
costs and make its products more competitive.

      The Company intends to begin manufacturing and distributing HIV, H.Pylori
and Syphilis test kits in China during 2001 or 2002.

<PAGE>


      In order to penetrate the Chinese immunodiagonstic market quickly, the
Company signed an agreement in April 1999 with Xili Pharmaceutical Group, Inc.
("Xili") of the People's Republic of China to market and distribute H. Pylori
diagnostic test kits supplied by the Company. In addition to supplying H. Pylori
test kits to Xili, the Company provides clinical data and in-person training to
Xili personnel. Similar arrangements have been established between the Company
and Xili to market HIV and Syphilis tests.

      Xili Pharmaceutical Group, Inc. is a major shareholder of the Company.
Xili has a large sales force in China that services the medical purchasing needs
of clinics, laboratories, hospitals, and consumers. Operating in more than 60
cities, Xili has strong working relationships with over 2000 hospitals in China.
It also has close working relationship with the Chinese Medical Association,
several of the largest drug store chains and a number of test kit distributors
in China. Xili is controlled by Dr. Yan Xiao Wen, who is also the Chairman of
the Company's Board of Directors.

      In April 2001 the Company signed an agreement with Osborn Scientific Group
(OSG), an immunodiagonstic test research laboratory in the United States, to
develop new products for the Company.

The Company's Current Postion in China

      The Company has spent the last two years developing a distribution network
and working with the Chinese regulatory authorities to obtain the necessary
approvals for various products. The Company has been granted licenses to sell H.
Pylori and Tuberculosis test kits. The Company is currently holding discussions
with Chinese regulatory authorities to obtain approval to distribute HIV and
Syphilis test kits.

Potential Market for the Company Products

      The Company, through its own research, has identified H. Pylori, HIV,
Tuberculosis and Syphilis as the initial diagnostic test kits which it plans to
manufacture and distribute in China. The following is a summery of each market.

      Non Sexually Transmitted Diseases - Reports indicate that H. Pylori has
infected over 780 million people in China. H. Pylori infection is the main cause
of chronic gastritis (60% detectable rate in China), chronic active gastritis
(over 90%), duodenal ulcer (95%), and gastric ulcer (80%). Studies show that
H.Pylori is a major cause for stomach cancer. The early treatment of H. Pylori
infection can reduce the need for invasive endoscopy and long-term traditional
therapy associated with duodenal and gastric ulcers, as well as antral
gastritis. H. Pylori is an easily curable illness, but early detection is vital
for treatment since the symptoms at early stages are not very obvious.

      In November 1999 Xili began distributing 20,000 H. Pylori test kits
supplied by the Company to 100 hospitals in China as samples. The initial
results were very satisfactory and encouraging. The Company will enlarge the
sampling hospitals to 1000 this year and start to sell the test kits to the
first 100 hospitals. The Company's goal is to sell at least 1000 test kits to

<PAGE>

each hospital during the year 2001. The Company expects to receive approximately
$2.00 from the sale of each H. Pylori testing kit. The Company expects to
capture 20% of H. Pylori test kit market by 2004.

      Sexually Transmitted Dieseases - AIDS has been identified by the Chinese
government as a major threat to the public health in China. According to
official statistics, over 600,000 people are HIV positive. This number is
estimated to grow by 30% annually. The Chinese government is taking measures to
prevent AIDS from becoming an epidemic.

      The Chinese government requests mandatory tests for all marrying couples.
HIV, HBV and Syphilis tests result are usually required before issuing a
marriage certificate. It estimated that over 9 million couples are married each
year in China.

      Currently, tests for HIV, HBV and Syphilis are performed separately. Not
only is it time consuming, but also costly for both the government and
individuals. The Company has applied for a patent covering a single diagnostic
test kit which will detect HIV, HBV and Syphilis.

      In addition, there are approximately 50,000 blood stations and blood banks
that can also use the Company's test kits.

      If successful in the Chinese market, the Company may explore marketing and
sales opportunities in other countries.

      All of the Company's sales have been to customers outside of the United
States. For the foreseeable future, the Company does not plan to sell any of its
products in the United States.

Competition

    There are competitors presently operating in China but comparative tests
conducted by National Institute of Virology and the State Protection Medical
Institute of China have shown the Company's products to be superior. The field
in which the Company operates is subject to rapid technological change and there
can be no assurance that the Company will be able to react and adapt to any such
changes or that developments by competitors will not cause the products
distributed by the Company to be obsolete.

Regulation

      Foreign Regulations. The Company has licenses from the State Drug
Authority of the People's Republic of China for the import and distribution of
H. Pylori and M. Tuberculosis (TB) test kits in China. The Company will attempt
to acquire the rights and licenses necessary to distribute other diagnostic test
kits in China. Although the process to secure a license is relatively expensive
and time consuming, the Company believes that having Xili as a partner in China
will assist the Company in future dealings with Chinese regulatory agencies.
There is no assurance however that the Company will be successful in obtaining
licenses for the sale of additional diagnostic testing kits in China.


<PAGE>

      In order to sell outside the United States, medical devices, manufactured
in the United States, including diagnostic testing kits, are subject to FDA
permit requirements that are conditioned on clearance by the importing country's
appropriate regulatory authorities. Many countries further require imported
medical devices to comply with their own or international standards. Although
the Company believes its products can be produced in compliance with the
regulations, no assurance can be given that the Company's products will continue
to meet standard, which may be established from time to time by the Chinese or
other foreign government.

      Regulation in the People's Republic of China The sale of medical devices
are regulated by the State Drug Authority of the People's Republic of China
(SDA). SDA exercises significant regulatory control over the manufacture of
medical devices.

      Before a medical device can be marketed in China, approval of the SDA must
be obtained. In the case of SDA, testing programs are typically required in
order to establish product safety and efficacy.

      SDA regulations pertain not only to medical devices, but also to the
processes and facilities used to manufacture such products. Among the conditions
for marketing products cleared by the SDA is the requirement that the
prospective manufacturer's quality control and manufacturing procedures conform
to the SDA's Good Manufacturing Practice ("GMP") regulations, which must be
followed at all times. In complying with standards set forth in these
regulations, manufacturers must continue to expend time, money and effort in the
areas of production and quality control to ensure full technical compliance. GMP
regulations require adherence to strict quality control procedures, including
documentation of all aspects of the manufacturing process, to demonstrate that
products are made by a "controlled" process that ensures consistency and
reliability of the end product. Significant changes to the manufacturing process
require notification to the SDA, and all changes require documentation. The SDA
has the right to conduct inspections of the manufacturing facility at any time
at its discretion. To the extent all or a portion of the manufacturing process
for a product is handled by an entity other than the Company, the Company must
similarly receive SDA approval for the other entity's participation in the
manufacturing process. Manufacturing establishments in China are subject to
inspections by the SDA and by other government agencies and must comply with
"GMP" as appropriate for production. In complying with GMP regulations,
manufacturers must continue to expend time, money and effort in the area of
production and quality control to ensure full technical compliance.

Stock Splits

      All information in this registration statement has been adjusted to
reflect a five-for-one reverse split of the Company's common stock which was
effective May 11, 1998 and a three-for-one reverse split of the Company's common
stock which was effective May 30, 1999.



<PAGE>


Employees

      As of September 20, 2001, the Company did not have any full-time
employees. The Company plans to hire employees as may be required by the level
of the Company's operations.


ITEM  2. DESCRIPTION OF PROPERTY

     See Item 1 of this report.

ITEM 3.  LEGAL PROCEEDINGS.
--------------------------

      The Company is not engaged in any litigation, and the officers and
directors presently know of no threatened or pending litigation in which it is
contemplated that the Company will be made a party.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
-------------------------------------------------------------

         Not Applicable

ITEM 5. MARKET PRICE OF AND  DIVIDENDS  ON THE  REGISTRANT'S  COMMON  EQUITY AND
        OTHER SHAREHOLDER MATTERS.
        --------------------------

      As of September 20, 2001, there were approximately 360 record owners of
the Company's Common Stock. The Company's Common Stock is traded on the National
Association of Securities Dealers OTC Bulletin Board under the symbol "RYBO".
Set forth below are the range of high and low bid quotations for the periods
indicated as reported by the NASD. The market quotations reflect interdealer
prices, without retail mark-up, mark-down or commissions and may not necessarily
represent actual transactions.

      The share prices shown in the table have been adjusted to reflect a
five-one reverse stock effective May 11, 1998 and a three-for-one reverse stock
split effective May 30, 1999.


            Quarter Ending              High           Low

                9/30/97                 $0.87          $0.35
               12/31/97                 $0.75          $0.34
                3/31/98                 $0.47          $0.24
                6/30/98                 $0.75          $0.13

                9/30/98                 $0.44          $0.07
               12/31/98                 $0.10          $0.02
                3/31/99                 $0.11          $0.04
                6/30/99                 $0.14          $0.06

<PAGE>


                9/30/99                 $0.12          $0.10
               12/31/99                 $0.18          $0.06
                3/31/00                 $0.12          $0.06
                6/30/00                 $0.44          $0.06

                9/30/00                 $0.25          $0.18
               12/31/00                 $0.15          $0.06
                3/31/01                 $0.18          $0.06
                6/30/01                 $0.14          $0.04

      The Company's common stock has not traded since July 17, 2001.

      Holders of Common Stock are entitled to receive such dividends as may be
declared by the Board of Directors out of funds legally available therefor and,
in the event of liquidation, to share pro rata in any distribution of the
Company's assets after payment of liabilities. The Board of Directors is not
obligated to declare a dividend. The Company has not paid any dividends and the
Company does not have any current plans to pay any dividends.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
        OPERATION

      At the present time the Company plans to assemble medical diagnostic test
kits in China to reduce costs. The Company plans to purchase the main components
for its test kits from manufacturers in the United States. In this regard Osborn
Scientific Group has indicated its willingness to sell to the Company components
that would allow the assembly of H. Pylori and other diagnostic kits in China.
Xili has agreed to supply the required assembly space in one of its
pharmaceutical manufacturing plants.

    The Company may also attempt to obtain the necessary approvals to
manufacture the components of the H. Pylori and other test kits in China. Rather
than building its own manufacturing facility, the Company would pursue the
acquisition of a subsidiary of Xili that manufactures pharmaceutical products.

    During the year ended June 30, 2001 the Company had a net loss of
$(134,939). During this same period the Company's operation used $378,478 in
cash. The Company satisfied its cash needs during this period through the sale
of common stock and cash on hand at the beginning of the year.

      During the year ended June 30, 2000 the Company had gross sales of
$46,800, interest income of $1,326, and a net loss of $(159,585). However
substantially all of the costs and expenses incurred by the Company during
fiscal 2000 were prepaid by the Company during fiscal 1999. In addition, during
fiscal 2000 the Company received a $50,000 loan from an unrelated third party.
As a result of the foregoing, the Company's cash position increased by $100,254
during the year ending June 30, 2000.


<PAGE>

    The Company does not have any available credit, bank financing or other
external sources of liquidity. Due to historical operating losses, the Company's
operations have not been a source of liquidity. In order to obtain capital, the
Company may need to sell additional shares of its common stock or borrow funds
from private lenders. During the year ending June 30, 2002 the Company will need
approximately $4,000,000 in additional capital for acquisition of a subsidiary
of Xili that manufactures pharmaceutical products and manufacturing H. Pylori
test kits in China. In addition, if during the year ending June 30, 2002, the
Company suffers additional losses, the Company will need to obtain additional
capital in order to continue operations.

ITEM 7.  FINANCIAL STATEMENTS

      See the financial statements attached to this report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
------------------------------------------------------

      None.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

      The following sets forth certain information concerning the present
management of the Company:

         Name                 Age         Position with Company

         Dr. Yan Xiao Wen     42          Chairman of the Board of Directors
         Kathy Jiang          43          President
         Gregory Sharpe       55          Vice President
         Ken Pappas           40          Director

     Dr. Yan Xiao Wen has been a director of the Company  since April 1999.  Dr.
Yan has been the President of Xili  Pharmaceutical  (Group) Inc., (Xili Beijing,
Xili Hebei, Xili Zaozhuang, Xili Hezhe, Xili Chongqing, Xili Hubai) and Xili USA
Inc. since December 1993.

     Kathy Jiang has been the  President  of the Company  since April 1999.  Ms.
Jiang was the Vice  President  of  Shandong  Canada  Trading  from March 1993 to
November 1998.

     Gregory Sharpe has been the Company's Vice President since April 1999. From
August 1991 to April 1998 Mr. Sharpe was the President of Harbourside College.

     Ken Pappas was the Company's  President  between August 1995 and June 1998.
Mr. Pappas has been a director of the Company  since March 1995.  Mr. Pappas has
been the  president  of the Knight and Day  Restaurants  and Hymark  Foods since
1986.


<PAGE>

Consultant

     Dr.  Robert  Bohannon  is an  expert  in the  field of  immunoreagents  and
diagnostics  and  provides  consulting  services to the  Company.  Dr.  Bohannon
identifies leading diagnostic test kits through  independent  clinical analysis.
Dr. Bohannon also provides training to Xili's marketing and sales force.

ITEM 10.  EXECUTIVE COMPENSATION

      The following table sets forth in summary form the compensation received
by (i) the Chief Executive Officer of the Company and (ii) by each other
executive officer of the Company who received in excess of $100,000 during the
three fiscal years ended June 30, 2001.

                         Annual Compensation         Long Term Compensation
                     ----------------------------   --------------------------
                                                     Re-                All
                                          Other     stric-             Other
                                          Annual     ted                Com-
Name and                                  Compen-   Stock   Options    pensa-
Principal        Fiscal  Salary  Bonus    sation    Awards  Granted     tion
Position          Year     (1)     (2)     (3)       (4)      (5)       (6)
---------        ------  ------  -----    ------    ------  -------    ------

Kathy Jiang,      2001  $34,803    --        --        --   100,000       --
President and     2000  $33,931    --        --        --        --       --
Chief Executive   1999  $12,000    --        --        --        --       --
Officer since April 1999

(1) The dollar value of base salary (cash and non-cash) received.

(2) The dollar value of bonus (cash and non-cash) received.

(3) Any other annual compensation not properly categorized as salary or bonus,
including perquisites and other personal benefits, securities or property.
Amount in the table represents automobile allowances.

(4) During the period covered by the foregoing table, the shares of restricted
stock issued as compensation for services. The table below shows the number of
shares of the Company's common stock owned by the officers listed above, and the
value of such shares as of June 30, 2001.

         Name                       Shares            Value

         Kathy Jiang               100,000           $4,000

<PAGE>



(5) The shares of common stock to be received upon the exercise of all stock
    options granted during the period covered by the table.

(6) All other compensation received that the Company could not properly report
    in any other column of the table including annual Company contributions or
    other allocations to vested and unvested defined contribution plans, and the
    dollar value of any insurance premiums paid by, or on behalf of, the Company
    with respect to term life insurance for the benefit of the named executive
    officer, and the full dollar value of the remainder of the premiums paid by,
    or on behalf of, the Company.

      The following shows the amounts which the Company expects to pay its
officers during the year ending June 30, 2002 and the time which the Company's
executive officers plan to devote to the Company's business. The Company does
not have employment agreements with any of its officers.

                                  Proposed                Time to be Devoted
Name                          Compensation            To Company's Business

Dr. Yan Xiao Wen                 $30,000                       30%
Kathy Jiang                      $30,000                       30%
Gregory Sharpe                        --                       --

Options Granted During Fiscal Year Ending June 30, 2001

      The following tables set forth information concerning the options granted,
during the fiscal year ended June 30, 2001, to the Company's officers and
directors, and the fiscal year-end value of all unexercised options (regardless
of when granted) held by these persons.


                                  Individual Grants
                         -------------------------------------

                                 % of Total
                                   Options
                                  Granted to      Exercise
                       Options   Employees in     Price Per   Expiration
 Name                Granted (#)  Fiscal Year      Share         Date
------               ----------- ------------     ---------   ----------

Dr. Yan Xio Wen       100,000        40%            $0.20      3/31/02
Kathy Jiang           100,000        40%            $0.20      3/31/02



<PAGE>


Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

                                                   Number of
                                                    Securities     Value of
                                                  Underlying     Unexercised
                                                  Unexercised    In-the-Money
                                                    Options at     Options at
                                                  June 30, 2001  June 30, 2001
                   Shares Acquired                 Exercisable/    Exercisable/
Name                on Exercise    Value Realized  Unexercisable  Unexercisable
----               --------------- --------------  -------------  -------------

Dr. Yan Xio Wen           --            --          100,000/--       --/--
Kathy Jiang               --            --          100,000/--       --/--
Gregory Sharpe            --            --           66,666/--       --/--

      The number of options in the tables above do not include 7,500,000 shares
of common stock issuable upon the exercise of warrants granted to Xili USA,
Inc., a corporation controlled by Dr. Yan Xio Wen. The warrants are exercisable
at a price of $0.20 per share at any time prior to December 31, 2001.

Long Term Incentive Plans - Awards in Last Fiscal Year

      None.

Employee Pension, Profit Sharing or Other Retirement Plans

      The Company does not have a defined benefit, pension plan, profit sharing
or other retirement plan, although the Company may adopt one or more of such
plans in the future.

Compensation of Directors

      Standard Arrangements. At present the Company does not pay its directors
for attending meetings of the Board of Directors, although the Company expects
to adopt a director compensation policy in the future. The Company has no
standard arrangement pursuant to which directors of the Company are compensated
for any services provided as a director or for committee participation or
special assignments.

      Other Arrangements. During the year ended June 30, 2000, and except as
disclosed elsewhere in this registration statement, no director of the Company
received any form of compensation from the Company.

      See " Stock Option and Bonus Plans" below for information concerning stock
options and stock bonuses granted to the Company's officers and directors.



<PAGE>


Stock Option and Bonus Plans

      The Company has an Incentive Stock Option Plan, a Non-Qualified Stock
Option Plan and a Stock Bonus Plan. A summary description of each Plan follows.
In some cases these three Plans are collectively referred to as the "Plans".

      Incentive Stock Option Plan. The Incentive Stock Option Plan authorizes
the issuance of options to purchase up to 300,000 shares of the Company's Common
Stock, less the number of shares already optioned under both this Plan and the
Non-Qualified Stock Option Plan. The Incentive Stock Option Plan became
effective on September 15, 1999 and will remain in effect until September 15,
2009 unless terminated earlier by action of the Board. Only officers, directors
and key employees of the Company may be granted options pursuant to the
Incentive Stock Option Plan.

      In order to qualify for incentive stock option treatment under the
Internal Revenue Code, the following requirements must be complied with:

       1. Options granted pursuant to the Plan must be exercised no later than:

         (a) The expiration of thirty (30) days after the date on which an
option holder's employment by the Company is terminated.

         (b) The expiration of one year after the date on which an option
holder's employment by the Company is terminated, if such termination is due to
the Employee's disability or death.

         2. In the event of an option holder's death while in the employ of the
Company, his legatees or distributees may exercise (prior to the option's
expiration) the option as to any of the shares not previously exercised.

         3. The total fair market value of the shares of Common Stock
(determined at the time of the grant of the option) for which any employee may
be granted options which are first exercisable in any calendar year may not
exceed $100,000.

         4. Options may not be exercised until one year following the date of
grant. Options granted to an employee then owning more than 10% of the Common
Stock of the Company may not be exercisable by its terms after five years from
the date of grant.

         5. The purchase price per share of Common Stock purchasable under an
option is determined by the Committee but cannot be less than the fair market
value of the Common Stock on the date of the grant of the option (or 110% of the
fair market value in the case of a person owning the Company's stock which
represents more than 10% of the total combined voting power of all classes of
stock).

<PAGE>


      Non-Qualified Stock Option Plan. The Non-Qualified Stock Option Plan
authorizes the issuance of options to purchase up to 300,000 shares of the
Company's Common Stock less the number of shares already optioned under both
this Plan and the Incentive Stock Option Plan. The Non-Qualified Stock Option
Plan became effective on September 9, 1997 and will remain in effect until
September 9, 2007 unless terminated earlier by the Board of Directors. The
Company's employees, directors, officers, consultants and advisors are eligible
to be granted options pursuant to the Plan, provided however that bona fide
services must be rendered by such consultants or advisors and such services must
not be in connection with the offer or sale of securities in a capital-raising
transaction. The option exercise price is determined by the Committee but cannot
be less than the market price of the Company's Common Stock on the date the
option is granted.

      Options granted pursuant to the Plan not previously exercised terminate
upon the date specified when the option was granted.

      Stock Bonus Plan. Up to 100,000 shares of Common Stock may be granted
under the Stock Bonus Plan. Such shares may consist, in whole or in part, of
authorized but unissued shares, or treasury shares. Under the Stock Bonus Plan,
the Company's employees, directors, officers, consultants and advisors are
eligible to receive a grant of the Company's shares; provided, however, that
bona fide services must be rendered by consultants or advisors and such services
must not be in connection with the offer or sale of securities in a
capital-raising transaction.

      Other Information Regarding the Plans. The Plans are administered by the
Company's Board of Directors. The Board of Directors has the authority to
interpret the provisions of the Plans and supervise the administration of the
Plans. In addition, the Board of Directors is empowered to select those persons
to whom shares or options are to be granted, to determine the number of shares
subject to each grant of a stock bonus or an option and to determine when, and
upon what conditions, shares or options granted under the Plans will vest or
otherwise be subject to forfeiture and cancellation.

      In the discretion of the Board of Directors, any option granted pursuant
to the Plans may include installment exercise terms such that the option becomes
fully exercisable in a series of cumulating portions. The Board of Directors may
also accelerate the date upon which any option (or any part of any options) is
first exercisable. Any shares issued pursuant to the Stock Bonus Plan and any
options granted pursuant to the Incentive Stock Option Plan or the Non-Qualified
Stock Option Plan will be forfeited if the "vesting" schedule established by the
Board of Directors at the time of the grant is not met. For this purpose,
vesting means the period during which the employee must remain an employee of
the Company or the period of time a non-employee must provide services to the
Company. At the time an employee ceases working for the Company (or at the time
a non-employee ceases to perform services for the Company), any shares or
options not fully vested will be forfeited and cancelled. In the discretion of
the Board of Directors payment for the shares of Common Stock underlying options
may be paid through the delivery of shares of the Company's Common Stock having
an aggregate fair market value equal to the option price, provided such shares
have been owned by the option holder for at least one year prior to such

<PAGE>

exercise. A combination of cash and shares of Common Stock may also be permitted
at the discretion of the Board of Directors.

      Options are generally non-transferable except upon death of the option
holder. Shares issued pursuant to the Stock Bonus Plan will generally not be
transferable until the person receiving the shares satisfies the vesting
requirements imposed by the Board of Directors when the shares were issued.

      The Board of Directors of the Company may at any time, and from time to
time, amend, terminate, or suspend one or more of the Plans in any manner it
deems appropriate, provided that such amendment, termination or suspension
cannot adversely affect rights or obligations with respect to shares or options
previously granted. The Board of Directors may not, without shareholder
approval: make any amendment which would materially modify the eligibility
requirements for the Plans; increase or decrease the total number of shares of
Common Stock which may be issued pursuant to the Plans except in the case of a
reclassification of the Company's capital stock or a consolidation or merger of
the Company; reduce the minimum option price per share; extend the period for
granting options; or materially increase in any other way the benefits accruing
to employees who are eligible to participate in the Plans.

      The Plans are not qualified under Section 401(a) of the Internal Revenue
Code, nor are they subject to any provisions of the Employee Retirement Income
Security Act of 1974.

      Summary. The following sets forth certain information as of September 20,
2001, concerning the stock options and stock bonuses granted by the Company.
Each option represents the right to purchase one share of the Company's Common
Stock.

                             Total        Shares                    Remaining
                             Shares    Reserved for       Shares     Options/
                            Reserved   Outstanding     Issued As     Shares
Name of Plan               Under Plan    Options      Stock Bonus   Under Plan
------------               ----------  ------------   -----------   ----------

Incentive Stock Option Plan  300,000         --            N/A       300,000
Non-Qualified Stock Option
  Plan                       300,000    250,000            N/A        50,000
Stock Bonus Plans            150,000        N/A             --       150,000

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
-------------------------------------------------------------------------

     The following  table sets forth the number of and percentage of outstanding
shares of common  stock owned by the  Company's  officers,  directors  and those
shareholders  owning more than 5% of the Company's  Common Stock as of September
20, 2001.



<PAGE>


                                    Shares of
Name and Address                Common Stock (1)        Percent of Class
----------------                ----------------      --------------------

Dr. Yan Xiao Wen                  2,022,222 (2)               40%
#205 - 1057 S.E. 17th Street
Fort Lauderdale, FL 33316, USA.

Kathy Jiang                         100,000                    2%
7531 Francis Rd.
Richmond, B.C. Canada V6Y 1A1

Gregory Sharpe                       92,222                  1.8%
954 Roche Point Drive
North Vancouver, British Columbia
Canada, V7H 2T7

Ken Pappas                          284,211 (3)              5.6%
5940 Sandpiper Ct.
Richmond, British Columbia
CANADA  V7E-2P7

Quantrum Assets Limited           1,500,000                 29.7%
3F, No. 68-8, Tien-Mou N. Road
Taipei, Taiwan, R.O.C.

All officers and directors as     2,498,655                 49.5%
 a group (4 persons).

(1) Excludes shares issuable prior to December 31, 2001 upon the exercise of
    options or warrants granted to the following persons:

                                      Options or Warrants
Name                         exercisable prior to December 31, 2001
----                         --------------------------------------

Dr. Yan Xio Wen                             7,500,000 (4)
Kathy Jiang                                   100,000
Gregory Sharpe                                 66,666
Quantrum Assets Limited                     2,000,000

(2)  Represents  shares held by Xili USA, Inc., a corporation  controlled by Dr.
     Yan Xiao Wen

(3)  Includes  shares  held by Knight & Day  Restaurant  Corp.  Mr.  Pappas is a
     Director of Knight & Day Restaurant Corp.

(4)  Represents  shares issuable upon the exercise of warrants held by Xili Usa,
     Inc., a corporation controlled by Dr. Yan Xiao Wen.


<PAGE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      The following table provides information concerning shares of the
Company's common stock issued to the Company's officers, directors and certain
other third parties since the inception of the Company:

Date           Shares     Shareholder                      Consideration
----           ------     -----------                      -------------

03-25-95     133,333      Ken Pappas                       $    2,000
08-15-97       6,666      Ken Pappas                       Services Rendered
01-20-98      33,333      Knight & Day Restaurant Corp.    $125,000
09-21-98     100,000      Knight & Day Restaurant Corp.    $  45,000
01-19-99      92,222      Gregory Sharpe                   Services Rendered
04-12-99   2,222,222      Xili USA, Inc.                   $300,000
10-10-00     187,545      Knight & Day Restaurant Corp.    Payment of debt in
                                                           the amount of $37,509
01-31-01   1,500,000      Quantrum Assets Limited          $300,000

      In September 1997 Ken Pappas returned 33,333 shares of common stock to the
Company. These shares were cancelled and Mr. Pappas did not receive any
consideration for the return of these shares.

      Ken Pappas, a director of the Company, is also a director of Knight & Day
Restaurant Corp. During the year ended June 30, 2001, the Company loaned $83,540
to Ken Pappas. The loan was made to permit Mr. Pappas to settle a lawsuit
brought by a third party against the Company and Mr. Pappas. The loan is due on
April 9, 2002 and since June 9, 2001 has borne interest at a rate of 7.5% per
year.

      In January 2000 Xili USA, Inc. transferred 100,000 shares of common stock
to Kathy Jiang, an officer and director of the Company, and 100,000 shares of
common stock to an unrelated third party.

    Xili USA, Inc. is controlled by Dr. Yan Xiao Wen, a director of the Company.

    As of September 20, 2001 the following options and warrants were
outstanding:

                                     Shares issuable
Date of                              upon exercise of     Exercise   Expiration
 Grant           Holder           Warrants and/or options  Price        Date
------         ----------         ----------------------- --------   ----------

 6-12-98       Angelo Dimitracopoulos      83,333          $0.30      12/31/01
 9-15-98       Gregory Sharpe              33,333          $3.90      12/31/01
 1-31-01       Quantrum Assets Limited  2,000,000          $0.20      12/31/01
 1-31-01       Xili USA, Inc.           7,500,000          $0.20      12/31/01
 3-31-01       Xiao-Wen Yan               100,000          $0.20      03/31/02
 3-31-01       Kathy Jiang                100,000          $0.20      03/31/02
 3-31-01       Jackson Wang                50,000          $0.20      03/31/02



<PAGE>


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

Exhibit
Number            Exhibit Name                                         Page
-------           ------------                                         ----


Exhibit 2         Plan of Acquisition, Reorganization, Arrangement,
                  Liquidation, etc.                                     None

Exhibit 3         Articles of Incorporation, as amended, and Bylaws     (1)
                                                                     --------

Exhibit 4         Instruments Defining the Rights of Security Holders

   Exhibit 4.1    Incentive Stock Option Plan                           (1)
                                                                     --------

   Exhibit 4.2    Non-Qualified Stock Option Plan                       (1)
                                                                     --------

   Exhibit 4.3    Stock Bonus Plan                                      (1)
                                                                     --------

Exhibit 5         Subscription Agreement                                None

Exhibit 9         Voting Trust Agreement                                None

Exhibit 10        Material Contracts                                    None

(1) Incorporated by reference to the same exhibit filed with the Company's
registration statement on Form 10-SB.



<PAGE>




                              ROYCE BIOMEDICAL INC.

                                  Vancouver, BC

                              FINANCIAL STATEMENTS

                        For the Year Ended June 30, 2001




<PAGE>





                             ROYCE BIOMEDICAL INC.
                         INDEX TO FINANCIAL STATEMENTS



Auditors' Report
Balance Sheet                                                     Exhibit "A"
Statement of Loss and Deficit                                     Exhibit "B"
Statement of Changes in Shareholders' Deficiency                  Exhibit "C"
Statement of Cash Flows                                           Exhibit "D"
Notes to Financial Statements                                     Exhibit "E"



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


<PAGE>


                               AUDITORS' REPORT

 To The Shareholders of Royce Biomedical Inc.:

      We have audited the balance sheets of Royce Biomedical Inc. as at June 30,
2001 and 2000 and the statements of loss and deficit, changes in shareholders'
deficiency and cash flows for the years then ended. These financial statements
are the responsibility of the company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

      We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.

      In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as at June 30, 2001 and 2000 and
the results of its operations and its cash flows for the years then ended in
accordance with generally accepted accounting principles applied on a basis
consistent with the prior year.

                                          Chartered Accountants
Burnaby, BC
August 10, 2001

Comments by Auditor for US Readers on Canada-US Reporting Difference

      In the United States, reporting standards for auditors require the
addition of an explanatory paragraph when the financial statements are affected
by conditions and events that cast substantial doubt on the company's ability to
continue as a going concern, such as those described in Note 7 to the financial
statements. Our report to the shareholders dated August 10, 2001 is expressed in
accordance with Canadian reporting standards which do not permit a reference to
such events and conditions in the auditors' report when these are adequately
disclosed in the financial statements.


                                          "Cinnamon Jang Willoughby & Company"

                                          Chartered Accountants
Burnaby, BC
August 10, 2001


<PAGE>




                                                                  Exhibit "A"
                                ROYCE BIOMEDICAL INC.
                                    Balance Sheet
                                  June 30, 2001
                                    (US Dollars)

Assets                                                      2001        2000
                                                          -------      ------

Current:
   Cash                                                $   59,177    $ 137,655
   Accounts receivable                                      7,519          824
   Prepaid expenses and deposits                          100,518          513
   Loan receivable - Director (Note 4)                     82,894            -
                                                       -------------------------

                                                        $ 250,108    $ 138,992
                                                        =========    =========
Liabilities

Current:
   Accounts payable and accrued liabilities            $   73,532    $  77,476
   Loan payable                                                 -       50,000
                                                  ------------------  ---------

                                                           73,532      127,476
Loan payable to a related party                                 -       37,509
                                                   ---------------  -----------

                                                           73,532      164,985
Shareholders' Deficiency

Share Capital (Note 6)                                     15,983       14,296
Contributed Surplus (Note 6)                            2,657,827    2,322,006
Deficit, per Exhibit "B"                               (2,497,234)  (2,362,295)
                                                       ----------   -----------

                                                          176,576      (25,993)
Going Concern (Note 6)
Commitments (Note 7)
                                                        $ 250,108    $ 138,992
                                                        ============  =========
Approved by the Directors:

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

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


- See accompanying notes -

<PAGE>



                                                                  Exhibit "B"
                                ROYCE BIOMEDICAL INC.
                            Statement of Loss and Deficit
                          For the Year Ended June 30, 2001
                                    (US Dollars)


                                                          2001          2000

Sales                                                   $    -        $ 46,800
Cost of Sales                                                -          18,000

Gross margin                                                 -          28,800

Other income:
   Interest                                                973           1,326

                                                           973          30,126

Expenses:
   Consulting fees                                      36,324          77,940
   Office and sundry                                     5,460           2,160
   Professional fees                                    37,955          51,881
   Rent                                                  4,540           5,820
   Stock transfer agents' fees                           4,465           1,675
   Telephone                                             1,436           1,342
   Travel and promotion                                 10,929          14,962
   Wages and benefits                                   34,803          33,931

                                                       135,912         189,711

Net Loss                                              (134,939)       (159,585)
Deficit, beginning                                  (2,362,295)     (2,202,710)

Deficit, ending, to Exhibit "A"                    $(2,497,234)    $(2,362,295)
                                                   ============    ============

Loss per share                                     $      0.01     $      0.05
                                                   =============================

- See accompanying notes -


<PAGE>




                                                                  Exhibit "C"
                                ROYCE BIOMEDICAL INC.
                  Statement of Changes in Shareholders' Deficiency
                          For the Year Ended June 30, 2001
                                    (US Dollars)


                                          Common Shares     Capital  Accumulated
                                       Shares      Amount   Surplus    Deficit
                                       -------     ------   -------  -----------

Balance, June 30, 1999                3,271,916   $14,019  $2,305,683 $2,202,710
Shares issued for services rendered      92,222       277      16,323          -
Net Loss, per Exhibit "B"                     -         -           -    159,585
                                ------------------------------------------------


Balance, June 30, 2000                3,364,138    14,296   2,322,006  2,362,295
Shares issued for cash                1,500,000     1,500     298,500          -
Shares issued for debt                  187,545       187      37,321          -
Net Loss, per Exhibit "B"                     -         -           -    134,939
                                ------------------------------------------------

Balance, June 30, 2001, to
 Exhibit "A"                          5,051,683   $15,983  $2,657,827 $2,497,234
                                      =========   =======  ========== ==========


- See accompanying notes -



<PAGE>




                                                                  Exhibit "D"
                                ROYCE BIOMEDICAL INC.
                               Statement of Cash Flows
                        For the Year Ended June 30, 2001
                                    (US Dollars)


                                                            2001          2000
                                                          ----------     ------

Operating Activities:
   Net Loss, per Exhibit "B"                             $(134,939)   $(159,585)

   Changes in non-cash working capital -
     (Increase) Decrease in accounts receivable             (6,695)        (824)
     (Increase) Decrease in prepaid expenses and deposits (100,005)     200,000
     Increase (Decrease) in loan receivable - director     (82,894)           -
     Increase (Decrease) in accounts payable and accrued
       liabilities                                          (3,945)      (5,501)
     Increase (Decrease) in loan payable                   (50,000)      50,000
                                                          ----------    --------

Cash flows from (used in) operating activities            (378,478)      84,090
                                                          ---------      ------

Financing Activities:
   Proceeds from issuance of common shares                 300,000       16,600
   Repayment of loan to related party                            -         (436)
                                                        ------------    --------

Cash flows from financing activities                       300,000       16,164
                                                           -------        ------

Net Increase (Decrease) in Cash                            (78,478)     100,254
Cash, beginning                                            137,655       37,401
                                                           -------      --------

Cash, ending                                              $ 59,177    $ 137,655
                                                          ==========  ==========


Supplemental Disclosure of Cash Flow Information:
   Non-cash transaction (2001 only)
     187,545 common shares were issued in settlement
     of $37,508 debt to related party



- See accompanying notes -


<PAGE>






                                                                   Exhibit "E"
                                ROYCE BIOMEDICAL INC.
                            Notes to Financial Statements
                                    June 30, 2001
                                    (US Dollars)



1.  Principles of Accounting and General Information:

    These financial statements have been prepared in accordance with accounting
    principles generally accepted in the United States.

    The company was incorporated on March 22, 1995 under the jurisdiction of the
    State of Nevada.

2.  Accounting Policies:

    a)  Cash -

        Cash consists of bank accounts and short-term deposits integral to the
        company's cash management.

    b)  Foreign Currency Translation -

        Assets and liabilities of Canadian operations are translated into United
        States currency at exchange rates prevailing at the balance sheet date
        for monetary items and at rates prevailing at the transaction date for
        non-monetary items. Revenue and expenses are converted at the average
        exchange rates for the year.

        Foreign exchange gains or losses on monetary assets and liabilities are
        included in operations.

    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 amounts reported in the financial statements
        and accompanying disclosures. Although these estimates are based on
        management's best knowledge of current events and actions the company
        may undertake in the future, actual results may differ from the
        estimates.

3.  Financial Instruments:

    Fair Values -

    Unless otherwise noted, cash, accounts receivable, loan receivable from a
    director , and accounts payable and accrued liabilities are stated at
    amounts that approximate their book value.

4.  Loan Receivable - Director:

    The company was a defendant in a lawsuit that arose from the company being
    joined in a claim by the plaintiff against a director of the company. During
    the year the lawsuit was settled by the director. The company assisted the
    director in the settlement through a loan of $83,540. The loan to the
    director is due April 9, 2002 and bears interest at 7.5% for the period June
    9, 2001 to April 9, 2002.



<PAGE>



                                                                 Exhibit "E"
                                ROYCE BIOMEDICAL INC.             Continued
                            Notes to Financial Statements
                                    June 30, 2001
                                    (US Dollars)




5.  Share Capital and Contributed Surplus:

    Authorized -
        100,000,000 Common shares with a par value of $.001 each 5,000,000
            Preferred shares with a par value of $.001 each


                                                 Common Shares    Contributed
    Issued and Outstanding -                 # Shares     Amount   Surplus
                                             --------     ------   --------

    Balance, June 30, 1999                   3,271,916   $14,019  $2,305,683
    Shares issued in exchange for
      services rendered                         92,222       277      16,323
                                              -------------------------------

    Balance, June 30, 2000                   3,364,138    14,296   2,322,006
    Shares issued for cash                   1,500,000     1,500     298,500
    Shares issued for debt                     187,545       187      37,321
                                            ----------  --------  ----------

    Balance, June 30, 2001                   5,051,683   $15,983  $2,657,827
                                             =========   =======  ==========

    The following options for the purchase of common shares are outstanding:

        Number of               Exercise                  Expiry
         Warrants               Price                     Date
        ---------               -----                     ------

           33,333                 $3.90                 December 31, 2001
           83,333                  0.30                 December 31, 2001
           7,500,000               0.20                 December 31, 2001
           2,000,000               0.20                 December 31, 2001
           250,000                 0.20                 March 31, 2002

    Granting of stock options to employees and directors may give rise to a
    charge to income for compensation. In accordance with APB 25 under which
    stock options are measured by the intrinsic value method, employee and
    director compensation cost is limited to the excess of the quoted market
    price at date of grant over the option price. Alternatively, in accordance
    with SFAS-123, stock options could be valued using a fair market value
    method such as the Black-Scholes option pricing model. At the date the
    options were granted, there were no available market prices, therefore, it
    is not possible to determine the value of the options.

    At June 30, 2001, 2,678,656 (2000 - 2,398,889) common shares were restricted
    from trading.



<PAGE>


                                                                Exhibit "E"
                                ROYCE BIOMEDICAL INC.            Continued
                            Notes to Financial Statements
                                    June 30, 2001
                                    (US Dollars)




6.  Going Concern:

    While the financial statements have been prepared on the basis of accounting
    principles applicable to a going concern, the occurrence of significant
    losses to date raises substantial doubt upon the validity of this
    assumption.

    The company has experienced significant losses over the past six years,
    including $134,939 in the current year and has an accumulated deficit of
    $2,497,234 at June 30, 2001. The company's continued existence as a going
    concern is dependent upon its ability to continue to obtain adequate
    financing arrangements and to achieve and maintain profitable operations.

    If the going concern assumption was not appropriate for these financial
    statements, then adjustments may be necessary in the carrying value of
    assets and liabilities, the reported net loss and the balance sheet
    classifications used.

    The company has financed its activities primarily from the proceeds of
    various share issues and loans from related companies. As a result of the
    company being in the early stages of operations, the recoverability of
    assets on the balance sheet will be dependent on the company's ability to
    obtain additional financing and to attain a level of profitable operations
    from the existing facilities in production and/or the disposition thereof.

7.  Commitments:

    During the year ended June 30, 1997, the company issued shares to a number
    of investors in British Columbia, Canada at $1.42 ($2.00 Canadian). Pursuant
    to the British Columbia Securities Act, an Offering Memorandum should have
    accompanied the issuance of these shares. As this did not occur, the
    shareholders were offered the opportunity to rescind the purchase of the
    shares for a refund of the entire purchase price. Requests from shareholders
    to rescind 14,250 common shares were received within the required time
    limit. The company is required to refund an amount of $20,357. At June 30,
    2001, these amounts have not been repaid and are included in accounts
    payable and accrued liabilities.

8.  Related Party Transactions:

    In addition to the transactions described elsewhere in the financial
    statements, the company had the following transactions with officers and
    directors of the company.

                                                        2001        2000

    Expenses -
        Consulting fees                              $20,000     $46,600
        Wages                                         34,003      33,931

    These transactions are in the normal course of operations and are measured
    at the exchange amount, which is the amount of consideration established and
    agreed to between the parties.




<PAGE>


                                                                  Exhibit "E"
                                ROYCE BIOMEDICAL INC.             Continued
                            Notes to Financial Statements
                                    June 30, 2001
                                    (US Dollars)

9.  Income Taxes:

    The company has net losses for income tax purposes totalling approximately
    $2,487,400 which may be applied against future taxable income. The potential
    benefit arising from these losses has been recognized as a deferred tax
    asset. To the extent that those benefits may not be realized, a valuation
    allowance is provided for. The company's deferred tax balances are as
    follows:

                                                            2001        2000

    Deferred tax asset, beginning of year               $819,265    $767,550
    Benefit of current year's operating loss
     carried forward                                      43,235      51,715
                                                          ------      ------

    Deferred tax asset, end of year                      862,500     819,265
                                                         -------     -------

    Valuation allowance, beginning of year               819,265     767,550
    Current year's provision                              43,235      51,715
                                                          ------      ------

    Valuation allowance, end of year                     862,500     819,265
                                                         -------     -------

                                                        $      -    $      -
                                                        ====================


    As the company has no history of profits, management believes that it is
    more likely than not some or all of the deferred tax asset will not be
    realized and has provided a full valuation allowance against the deferred
    tax asset. The right to claim these losses expire as follows:

                          2010                   $173,000
                          2011                    599,000
                          2012                    748,000
                          2013                    508,976
                          2014                    163,944
                          2015                    159,585
                          2016                    134,939







<PAGE>



                                   SIGNATURES


    In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 24th day of September, 2001.

                             ROYCE BIOMEDICAL, INC.

                             By /s/ Kathy Jiang
                                ----------------------------------------
                                    Kathy Jiang, President and Principal
                                    Financial Officer

      Pursuant to the requirements of the Securities Act of l933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                                     Title                    Date

 /s/ Yan Xiao Wen
----------------------
Dr. Yan Xiao Wen                    Director             September 25, 2001

 /s/ Kathy Jiang
----------------------
Kathy Jiang                         Director             September 24, 2001

----------------------
Ken Pappas                          Director             September __, 2001