U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 10-KSB

                            ANNUAL REPORT PURSUANT TO

                             SECTION 13 OR 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934
                                 (FEE REQUIRED)

                   For the fiscal year ended December 31, 2001

                        Commission file number: 000-30802

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

                             China Ventures Limited
                 (Name of Small Business Issuer in its Charter)


       Cayman Islands                                            N/A
------------------------------                      ----------------------------
(State or Other Jurisdiction of                     (IRS Employer Identification
Incorporation or Organization)                        Number)


       1000 Brickell Avenue, Suite 900
          MIAMI, FLORIDA                                             33131
------------------------------------------                     -----------------
(Address of Principal Executive Offices)                           (Zip Code)


                                 (305) 702-5512
                            ------------------------
                            Issuer's Telephone Number

        Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class                              Name of Each Exchange on
to be So Registered                         Which Each Class is to be Registered
-------------------                         ------------------------------------
      NONE                                                 NONE

Securities to be registered pursuant to Section 12(g) of the Act:

                          Common Stock $.001 par value
                          ---------------------------
                                (Title of Class)

<PAGE>

Check whether the issuer (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. Yes (X) ( )

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation SB is not contained in this form, and no disclosure will be
contained, to the best of 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 issuer's revenues for its most recent fiscal year were $0.

The aggregate market value of the voting stock held by non-affiliates was
approximately $0 as of December 31, 2001. The stock was not traded as of
December 31, 2001.

The number of shares of common stock outstanding as of December 31, 2001 was
247,500.


<PAGE>

                             China Ventures, Limited
                                   Form 10-KSB

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                     PART I

                                                                                   Page
<S>            <C>                                                                 <C>
ITEM 1.        Description of Business                                              3
ITEM 2.        Description of Property                                              4
ITEM 3.        Legal Proceedings                                                    4
ITEM 4.        Submission of Matters to a Vote of Security Holders                  4

                                     PART II

ITEM 5.        Market for Common Equity And related Stockholder Matters             4
ITEM 6.        Management's Discussion and Analysis Or Plan of Operation            4
ITEM 7.        Financial Statements
                                                                                    5

                                    PART III

ITEM 9.        Directors, Executive Officers, Promoters And Control Persons;
                  Compliance with Section 16 (a) of the Exchange Act                5
ITEM 10.       Executive Compensation                                               6
ITEM 11.       Security Ownership of Certain Beneficial Owners and
                  Management                                                        6
ITEM 12.       Certain Relationships and Related Transactions                       6

ITEM 13.       Exhibits                                                             6
</TABLE>

                                        2


<PAGE>


PART I

ITEM 1. BUSINESS

GENERAL

         Management has made its best effort to write China Venture's form
10-KSB report in plain, easy-to-understand English. The Company attempts to
outline both the meaning and scope of strategies currently employed at China
Ventures. Although compelling, the other information contained in this report is
important and necessary in order to gain a thorough understanding of our
business, markets, customers and competition. Accordingly, please read our
entire form 10-KSB report prior to making an investment in China Ventures, as
these are complicated technologies and solutions that involve risk and
uncertainties. Reference to "we", "us", "our", "the Company" or "China Ventures"
means China Ventures Limited.

         When used in this report, the words "anticipate", "believe",
"estimate", "will", "may", "intend" and "expect" and similar expressions
identify forward-looking statements. Forward-looking statements in this report
include, but are not limited to, those relating to the general expansion of our
business. Although we believe that our plans, intentions and expectations
reflected in these forward-looking statements are reasonable, we can give no
assurance that these plans, intentions or expectations will be achieved.

         Actual results, performance or achievements could differ materially
from those contemplated, expressed or implied by the forward-looking statements
contained in this report. Important factors that could cause actual results to
differ materially from our forward-looking statements are set forth in this
report, including under the heading contained in Item 6, "Management's
Discussion and Analysis or Plan of Operations". These factors are not intended
to represent a complete list of the general or specific factors that may affect
us.

BUSINESS

         China Ventures was incorporated in the Cayman Islands in December 1999.
We are not an operating company and do not have significant assets or conduct
significant business. Our registered office is located at One Capital Place,
Fourth Floor, P.O. Box 847, Grand Cayman, Cayman Islands, British West Indies.
We currently use office space located at 1000 Brickell Avenue, Suite 900, Miami,
Florida, as our principal executive office. The telephone number at our
principal executive office is (305) 702-5512. We currently have no employees. As
of the date of this report, we have not commenced active business operations. We
intend to commence active operations during the next fiscal year, but there can
be no assurance that we will be able to commence such active operations. The
commencement of active operations is contingent upon the closing on one or more
acquisitions which we anticipate considering during the upcoming fiscal year. As
of the date of this report, no definitive agreements have been reached with any
business entity and no target industry has been identified.

Competition

         Numerous companies located in South Florida and throughout the United
States will compete vigorously with us for target acquisition candidates.
Venture capital companies as well as established corporations and entities, most
of which have greater resources than we do will vie for such acquisition
candidates.

                                       3

<PAGE>

Regulatory Matters

         We do not yet know what business we will enter as this is dependent on
which target acquisition we determine to purchase; however all industries have
generally become increasingly regulated in recent years. We are likely to be
subject to the various States, Federal. and local laws, rules, regulations and
acts once it commences active business operations.

ITEM 2. DESCRIPTION OF PROPERTY

         We currently occupy space for our headquarters in the office of James
Chow, our Director and Secretary and do so without a lease and with no
obligation to pay rent; the space occupied is minimal and its fair value is not
considered material. It is anticipated that upon the closing of a business
combination, we will enter into a lease or purchase property from which we will
operate.

ITEM 3. LEGAL PROCEEDINGS

         No legal proceedings are pending or known to be threatened against us.

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

         In the final quarter of the year, no matters were submitted to a vote
of security holders.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's shares of common stock were not traded during the fiscal
year ended December 31, 2001. We do not anticipate the commencement of a market
for our securities until, and unless, a business combination is consummated. As
such, there is no guarantee that our common stock will commence trading or that
any trading will be active.

         On December 31, 2001, the approximate number of record holders of the
common stock of the Company was 27.

         To date, we have not paid any dividends on our common stock and we do
not expect to pay any dividends in the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Plan of Operations.

         As previously disclosed, we had no revenues in any fiscal years. During
the upcoming fiscal year, we intend to actively pursue a business combination
through either a merger, a reverse merger, or an acquisition. Since we have no
assets, we will probably issue additional stock if it is able to consummate a
business combination. Until such time as a business combination is consummated,
we expect to incur only minor expenses, such as audit fees, and as such we
should be able to meet our cash requirements for the forthcoming fiscal year.
The required expenses will be met by additional capital contributions.

                                        4

<PAGE>


         As of December 31,2001 we had only one employee, our Secretary, and a
director of the Company, James Chow. If a business combination is consummated,
we anticipate hiring a staff to accommodate such business.

ITEM 7. FINANCIAL STATEMENTS

         Reference is made to the financial statements attached hereto,
commencing on page F-1, which are incorporated by reference.


                                    PART III

ITEM 9. DIRECTORS, AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

      The names, ages and terms of office of directors and executive officers of
China Ventures are set forth in the following table:

NAME                   AGE              POSITIONS                 DIRECTOR SINCE

Hong Yang               42              Director; President        December 1999
James N. L. Chow        43              Director; Secretary        December 1999

Hong Yang                  Mr. Yang, a citizen of the Peoples Republic of
                           China, has served as President of Hainan Zhiye
                           General Company since 1992, a conglomerate based in
                           China and focused on real estate, hotels,
                           restaurants, tourism, trading and ocean
                           transportation.

James N.L. Chow            Mr. Chow, a citizen of Hong Kong, has been President
                           of Inter-Global Investments, Inc. since March 1997.
                           During that time, he has provided investment banking
                           consulting services for various companies in the
                           United States. Prior thereto, from August 1996 to
                           March 1997, he was Regional Financial Controller for
                           Miramar Hotel & Investment Co., Ltd. in Hong Kong.
                           From September 1993 to August 1996, Mr. Chow was
                           Financial Controller for Miramar Hotel Management
                           Group in The People's Republic of China.

         Each director is elected by holders of a majority of the ordinary
shares to serve for a term of one year and until his successor is elected and
qualified, which is generally at the annual meeting of shareholders. Officers
serve at the will of the board, subject to possible future employment agreements
which would establish term, salary, benefits and other conditions of employment.
No employment agreements are currently contemplated.


                                        5
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

         There was no executive compensation in 2000 and 2001

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The number of ordinary shares of China Ventures' owned by our directors
and officers and by each person who owns legally and beneficially more than five
percent of China Ventures' issued and outstanding ordinary shares on December
31, 2001, the address of each such person and the percentage of the ordinary
shares represented by such shares is set forth in the following table. Unless
otherwise indicated all ownership is both legal and beneficial.

Name and Address                        Amount and Nature             Percent of
 of Beneficial Owner                    of Beneficial Owner             Class
 -------------------                    -------------------             -----

Hong Yang                                      123,750                  49.00%
11\F Huitong Building Finance
 and Trade District
Haikou City
Hainan Province
Peoples Republic
of China P.C.  570125

James N. L. Chow                               121,250                  48.01%
52 Hoi Pong Road, Central
Lei Yue Mun, Kowloon, HK

All Executive Officers and

Directors as a Group                           245,000                  97.01%


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Ricardo Bajandas, a partner in the law firm De La Pena, Villanueva &
Bajandas, LLP, is a shareholder of China Ventures and acted as legal counsel
from December 1999 until April 2000 in connection with the formation of China
Ventures and related matters. Through April 2000, we incurred approximately
$19,700 in legal fees and expenses to Mr. Bajandas in connection with
preparation and filings with the SEC.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits:

(3)      Registrant's Articles of Incorporation and by-laws are incorporated by
         reference to the Registrant's previous filing with the Commission.

(4)      Form of Registrant's Common Stock Certificate is incorporated by
         reference to the Registrant's previous filing with the Commission.


                                        6
<PAGE>


Financial Statements

         Independent Auditor's Reports

         Balance Sheet dated as of December 31, 2001

         Statements of Operations for the fiscal year ended December 31, 2001
         and from December 10, 1999 (inception date) to December 31, 2001

         Statements of Stockholders' Deficiency for the fiscal year ended
         December 31, 2001 and from December 10, 1999 (inception date) to
         December 31, 2001

         Statement of Cash Flows for the fiscal year ended December 31, 2001 and
         from December 10, 1999 (inception date) to December 31, 2001

         Notes to Financial Statements


                                       7
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Form 10 to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                     CHINA VENTURES LIMITED

Dated:  March 29, 2002                               BY: /s/ James N. L. Chow
       ---------------                               ---------------------------
                                                     James N.L. Chow, Secretary

                                        8


<PAGE>



                             CHINA VENTURES LIMITED
                              FINANCIAL STATEMENTS

                                                                          PAGE

Independent Auditor's Report                                              F-1

Balance Sheet                                                             F-2

Statements of Operations                                                  F-3

Statements of Stockholders' Deficiency                                    F-4

Statements of Cash Flows                                                  F-5

Notes to Financial Statements                                             F-6

<PAGE>


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------

To the Board of Directors and Stockholders of
China Ventures Limited
George Town
Grand Cayman Island, BWI

We have audited the accompanying balance sheet of China Ventures Limited (A
Development Stage Company) as of December 31, 2001 and the related statements of
operations, changes in accumulated deficit, and cash flows for the year then
ended and from December 10, 1999 (Inception) to December 31, 2001. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards
generally accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. 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. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of China Ventures Limited (A
Development Stage Company) as of December 31, 2001, and the results of its
operations and its cash flows for the year then ended and from December 10, 1999
(Inception) to December 31, 2001, in conformity with generally accepted
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Notes A and B to the
financial statements, the Company is in the development stage, has yet to
generate operating revenues and will require a significant amount of capital to
commence its planned principal operations. As reflected in the accompanying
financial statements, the Company has incurred accumulated losses since
inception of $44,313 and has raised an insignificant amount of capital. As such,
there is no assurance that the Company will be successful in its efforts to
raise the necessary capital to commence its planned principal operations. These
conditions raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

BERENFELD, SPRITZER, SHECHTER & SHEER, CPA'S
Weston, Florida
March 22, 2002

                                       F-1


<PAGE>



                             CHINA VENTURES LIMITED
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2001

ASSETS

CURRENT ASSETS
     Cash                                                              $     17

                                                                       --------
                  TOTAL CURRENT ASSETS                                 $     17
                                                                       ========


LIABILITIES AND STOCKHOLDER'S DEFICIENCY

CURRENT LIABILITIES

     Due to related party                                              $  8,000
                                                                       --------
       TOTAL CURRENT LIABILITIES                                          8,000
                                                                       --------

STOCKHOLDERS' DEFICIENCY
     Common stock, par value $.001 per share; 50,000,000 shares
          authorized and 252,550 shares issued                              252

     Less treasury stock, 5,050 shares                                       (5)

     Additional paid in capital                                          36,333

     Subscription receivable                                               (250)

     Deficit accumulated during the development stage                   (44,313)
                                                                       --------

          TOTAL STOCKHOLDERS' DEFICIT                                    (7,983)
                                                                       --------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                            $     17
                                                                       ========

                        See notes to financial statements


                                       F-2


<PAGE>

                             CHINA VENTURES LIMITED
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS


                                            FOR THE      FOR THE     CUMMULATIVE
                                            YR ENDED     YR ENDED       DURING
                                            12/31/01     12/31/00     DEV. STAGE
                                            ---------    ---------    ----------

REVENUE                                            --           --           --

COSTS AND EXPENSES:

GENERAL AND ADMINISTRATIVE
 EXPENSES                                   $   6,504    $  16,881    $  44,313
                                            ---------    ---------    ---------

       NET LOSS                             $  (6,504)   $ (16,881)   $ (44,313)
                                            =========    =========    =========


BASIC AND DILUTED NET LOSS PER SHARE        $   (0.03)   $   (0.07)
                                            =========    =========


SHARES USED IN THE CALCULATION OF
   BASIC AND DILUTED NET LOSS PER
   SHARE                                      249,604      249,604



                        See notes to financial statements

                                       F-3


<PAGE>

                             CHINA VENTURES LIMITED
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENTS OF STOCKHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>

                                                                                                              Deficit
                                                       Common                      Additional     Stock     Accumulated
                                                       Stock           Treasury      Paid-In   Subscription  During the
                                                 Shares      Amount      Stock       Capital    Receivable   Dev. Stage     Total
                                                --------    --------    --------     --------   ----------   ----------    --------
<S>                                              <C>             <C>                   <C>           <C>       <C>           <C>
Inception (12/10/99 to 12/31/99)
Issuance of Common Stock
  ($.001 per share)                              250,050    $    250          --           --    ($   250)          --           --

Sale of Common Stock
  ($6 per share)                                   2,500    $      2          --     $ 14,998          --           --     $ 15,000

Net Loss                                              --          --          --           --          --     ($20,928)    ($20,928)
                                                --------    --------    --------     --------    --------     --------     --------

Balance 12/31/99                                 252,550         252          --       14,998        (250)     (20,928)      (5,928)

Year Ended 12/31/00:

Additional Capital Contribution                       --          --          --       14,925          --           --       14,925

Treasury stock as of 5/1/00                           --          --          (5)          --          --           --           (5)

Net Loss                                              --          --          --           --          --      (16,881)     (16,881)
                                                --------    --------    --------     --------    --------     --------     --------

Balance 12/31/00                                 252,550         252          (5)      29,923        (250)     (37,809)      (7,889)

Year Ended 12/31/01:

Additional Capital Contribution                       --          --          --        6,410          --           --        6,410

Net Loss                                              --          --          --           --          --       (6,504)      (6,504)
                                                --------    --------    --------     --------    --------     --------     --------

Balance 12/31/01                                 252,550    $    252    $     (5)    $ 36,333    ($   250)    ($44,313)    ($ 7,983)
                                                ========    ========    ========     ========    ========     ========     ========
</TABLE>

                        See notes to financial statements


                                       F-4

<PAGE>


                             CHINA VENTURES LIMITED
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                   CUMULATIVE
                                                            YEAR ENDED         YEAR ENDED            DURING
                                                            12/31/01           12/31/00             DEV. STAGE
                                                            --------            --------            --------
<S>                                                          <C>                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

NET LOSS                                                     $ (6,504)           $(16,881)           $(44,313)
Adjustments to reconcile net loss to
  Net cash (used in) operating activities:
   (Decrease)/Increase in accrued expenses                         --             (11,678)                 --
                                                             --------            --------            --------

          Net cash (used) by operating activities              (6,504)            (28,559)            (44,313)
                                                             --------            --------            --------

CASH FLOWS FROM FINANCING ACTIVITIES:

     Borrowing from related party                                  --                  --               8,000
     Proceeds from sale of common stock                            --                  --              15,000
     Acquisition of treasury stock                                 --                  (5)                 (5)
     Additional Capital contribution                            6,410              14,925              21,335
                                                             --------            --------            --------


          Net cash provided by financing activities             6,410              14,920              44,330
                                                             --------            --------            --------

NET INCREASE (DECREASE) IN CASH                                   (94)            (13,639)                 17
CASH, beginning of period                                         111              13,750                   0
                                                             --------            --------            --------

CASH, end of period                                          $     17            $    111                  17
                                                             ========            ========            ========
</TABLE>


                        See notes to financial statements


                                       F-5
<PAGE>



                             CHINA VENTURES LIMITED
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

China Ventures Limited (we) was incorporated in the Cayman Islands on December
10, 1999 for the purpose of facilitating a Chinese private company to become a
reporting public company whose securities are qualified for trading in the
United States secondary market. The Company is attempting to locate and
negotiate with a target business entity, initially from the People's Republic of
China (PRC), to effect a merger or some other business combination, in exchange
for the opportunity to acquire ownership interest in a publicly registered
company without incurring the cost and time required to conduct an initial
public offering. If this initial attempt fails, the Company does not expect to
restrict their search to any specific business, industry or geographical
location. As of December 31, 2001, the Company is in the development stage and
have not started operations; accordingly these financial statements are prepared
in accordance with SFAS 7, "Accounting and Reporting by Development Stage
Enterprises" as issued by the Financial Accounting Standards Board.

ACCOUNTING METHOD

The Company presents it's financial statements using the accrual basis of
accounting, under which method revenues are recognized when earned rather than
when received, and expenses are recognized when incurred rather than when paid.

EARNINGS PER SHARE

Primary and fully diluted loss per share is computed based on weighted average
common shares outstanding during the period.

INCOME TAXES

The Company is incorporated in the Cayman Islands and is, therefore, not subject
to income taxes.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.


                                       F-6
<PAGE>


RECENT ACCOUNTING PRONOUNCEMENT

SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
requires companies to recognize all derivatives contracts as either assets or
liabilities in the balance sheet and to measure them at fair value. If certain
conditions are met, a derivative may be specifically designated as a hedge, the
objective of which is to match the timing of gain or loss recognition on the
hedging derivative with the recognition of (i) the changes in the fair value of
the hedged asset or liability that are attributable to the hedged risk or (ii)
the earnings effect of the hedged forecasted transaction. For a derivative not
designated as a hedging instrument, the gain or loss is recognized in income in
the period of change. SFAS No. 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 2000. The Company has not entered into
derivatives contracts either to hedge existing risks or for speculative
purposes. Accordingly, the Company does not expect adoption of the new standard
to have a material effect on our financial statements.

NOTE B - GOING CONCERN

As shown in the accompanying financial statements, the Company is in the
development stage, has yet to generate operating revenues and will require a
significant amount of capital to commence it's planned principal operations. As
reflected in the accompanying financial statements, the Company has incurred
accumulated losses since inception of $44,313 and have raised an insignificant
amount of capital. As such, there is no assurance that the Company will be
successful in it's efforts to raise the necessary capital to commence our
planned principal operations.

The Company has indicated that our principal operation is to engage in a merger
or acquisition with an unidentified company or companies and may issue "penny
stock" securities as defined in the Securities and Exchange Act of 1934. The
Company will require a significant amount of capital to commence it's planned
principal operations. Accordingly, the Company's ability to continue as a going
concern is dependent upon it's ability to secure an adequate amount of capital
to finance our planned principal operations.

The Company's plans include a merger and a subsequent public offering of common
stock; however there is no assurance that the Company will be successful in it's
efforts to raise capital or to obtain a business combination.

These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.

NOTE C - RELATED PARTY TRANSACTIONS

A stockholder of the Company acted as legal counsel during 1999. Legal fees and
incorporation costs for the year ended December 31, 1999 in the amount of
$11,678 were payable to a law firm in which this stockholder is a partner.

During the year ended December 31, 1999, the Company borrowed $8,000, due on
demand, from an entity related through common ownership. This amount is
uncollateralized and non-interest bearing.


                                       F-7
<PAGE>


NOTE D - RECENT SALES OF UNREGISTERED SECURITIES

In December 1999 China Ventures issued and sold 2,500 ordinary shares to 25
individuals for aggregate consideration of $15,000. China Ventures did not sell
these ordinary shares in reliance on any exception from the United States
federal securities laws as all purchasers were residents of the Republic of
China.

On December 16, 1999, in connection with the formulation of China Ventures, Mr.
Hong Yang received 123,750 ordinary shares, Mr. James Chow received 121,250
ordinary shares and Mr. Ricardo Bajandas received 5,050 ordinary shares. Each of
Mr. Yang, Mr. Chow, and Mr. Bajandas paid par value as consideration for the
shares issued in connection with the formulation of China Ventures. Mr. Yang and
Chow are residents of China. Mr. Bajandas is a resident of the United States.
Accordingly, no exception was required for the issuance of ordinary shares to
Mr. Yang or Mr. Chow. Mr. Bajandas purchased his ordinary shares of China
Ventures in reliance on Rule 4(2) promulgated under the Securities Act. In May
2000, in connection with the termination of Mr. Bajandas' engagement with China
Ventures, Mr. Bajandas agreed to transfer his ordinary shares to China Ventures.

NOTE E - TRANSACTIONS WITH STATE-OWNED ENTITIES

A significant portion of our future transactions may be undertaken, directly or
indirectly, with State-owned enterprises in the PRC and on such commercial terms
as determined between the relevant PRC State-owned enterprises and us.

NOTE F - FOREIGN CURRENCY EXCHANGE

A significant portion of the business of our future PRC Subsidiaries may be
undertaken in Renmin (RMB), the national currency of the PRC, which is not
freely convertible into the US$ or other foreign currencies.

NOTE G - CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

If a merger, alliance or some other business combination is successful, the
Company's operating assets and primary source of income and cash flow are
expected to be it's interests in it's subsidiaries in the PRC. The value of our
interests in these subsidiaries may be adversely affected by significant
political, economic and social uncertainties in the PRC. Although the PRC
government has been pursuing economic reform policies for many years, no
assurance can be given that the PRC government will continue to pursue such
policies or that such policies may not be significantly altered, especially in
the event of a change in leadership, social or political disruption or
unforeseen circumstances affecting the PRC's political, economic and social
conditions. There is also no guarantee that the PRC government's pursuit of
economic reforms will be consistent or effective.

                                       F-8