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, 2003

                        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)


999 Brickell Avenue, Suite 600                           Miami, FL  33131
- ----------------------------------------               -----------------
(Address of Principal Executive Offices)                     (Zip Code)


                                 (305) 810-2898
                             ------------------------
                            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)

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, 2003.The stock was not traded as of December
31, 2003.

The number of shares of common stock outstanding as of December 31, 2003 was
247,500.

<PAGE>

                             China Ventures, Limited
                                   Form 10-KSB

                                TABLE OF CONTENTS

                                     PART I


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 8.        Changes in and disagreements with Accountants on Accounting
                    and Financial Disclosure                                  5
ITEm 8A.       Controls and procedures                                        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

                                        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 999 Brickell Avenue, Suite 600, Miami,
Florida, as our principal executive office. The telephone number at our
principal executive office is (305) 810-2898. 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, 2003. 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, 2003, the approximate number of record holders of the common
stock of the Company was 26

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, 2003 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.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None

ITEM 8A. CONTROLS AND PROCEDURES

     a)   Evaluation of Disclosure Controls and Procedures. The term "disclosure
          controls and procedures" is defined in Rule 13a - 15(e) of the
          Securities Exchange Act of 1934, or the Exchange Act. This term refers
          to the controls and procedures of a company that are designed to
          ensure that information required to be disclosed by a company in the
          reports that it files under the Exchange Act is recorded, processed,
          summarized and reported within required time periods. Our Secretary
          and Principal Financial and Accounting Officer have concluded, based
          on their evaluation as of December 31, 2003, that our disclosure
          controls and procedures are effective for recording, processing,
          summarizing and timely reporting the information we are required to
          disclose in our reports filed under the Exchange Act.

     b)   Changes in Internal Control Over Financial Reporting. There have been
          no changes in our internal control over financial reporting during the
          year ended December 31, 2003 that have materially affected, or are
          reasonably likely to materially affect, our internal control over
          financial reporting.


                                    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

James N. L. Chow        45             Director; President       December 1999


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.

In March 2003 Mr. Hong Yang, former President and Director of the Company,
resigned his positions and transferred all his shares to Mr. James N L Chow, the
current President.

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 2002 and 2003

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, 2003, 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
 -------------------                    -------------------             -----


James N. L. Chow                               245,000                  97.03%
52 Hoi Pong Road, Central
Lei Yue Mun, Kowloon, HK

All Executive Officers and
Directors as a Group                           245,000                  97.03%


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

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.

(31.1) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
       SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(32.1) CERTIFICATION BY PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO
       SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Financial Statements

Independent Auditor's Reports

Balance Sheet dated as of December 31, 2003

Statements of Operations for the fiscal years ended December 31, 2003 and 2002
 and from December 10, 1999 (inception date) to December 31, 2003

Statements of Stockholders' Deficiency for the fiscal years ended December 31,
2003 and 2002 and from December 10, 1999 (inception date) to December 31, 2003

Statement of Cash Flows for the fiscal years ended December 31, 2003 and 2002
and From December 10, 1999 (inception date) to December 31, 2003

Notes to Financial Statements


                                   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: February 13, 2004                             BY: /s/ James N. L. Chow
       --------------                                ---------------------------
                                                     James N.L. Chow, Secretary

                                       6

<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, F-10

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

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, 2003 and the related statements of
operations for the years ended December 31, 2003 and 2002 and from December 10,
1999 (Inception) to December 31, 2003. 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, 2003, and the results of its
operations and its cash flows for the years ended December 31, 2003 and 2002 and
from December 10, 1999 (Inception) to December 31, 2003, 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 $57,110 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
February 23, 2004
                                       F-1

<PAGE>

                             CHINA VENTURES LIMITED
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2003

ASSETS

CURRENT ASSETS
     Cash                                                            $   252
                                                                     -------
                  TOTAL CURRENT ASSETS                               $   252
                                                                     =======

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                                       49,365

     Subscription receivable                                            (250)

     Deficit accumulated during the development stage                (57,110)
                                                                     -------

          TOTAL STOCKHOLDERS' DEFICIT                                 (7,748)
                                                                     -------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          $   252
                                                                     =======

                        See notes to financial statements

                                       F-2

<PAGE>

                             CHINA VENTURES LIMITED
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                              FOR THE          FOR THE           CUMMULATIVE
                                              YR ENDED         YR ENDED          DURING
                                              12/31/03         12/31/02          DEV. STAGE
                                              ---------        --------          -----------
<S>                                               <C>                <C>                 <C>
REVENUE                                            --                --                  --

COSTS AND EXPENSES:

GENERAL AND ADMINISTRATIVE
 EXPENSES                                     $  6,862          $  5,936           $  57,111
                                              --------          --------           ---------

       NET LOSS                               $ (6,862)        $  (5,936)          $ (57,111)
                                               =======         =========           =========


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


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

                        See notes to financial statements

                                       F-3
<PAGE>

                             CHINA VENTURES LIMITED
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENTS OF CHANGES IN 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>        <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)

Year Ended 12/31/02:

Additional Capital Contribution          --          --          --       5,952         --          --       5,952

Net Loss                                 --          --          --          --         --      (5,936)     (5,936)
                                   --------    --------    --------    --------   --------    --------    --------

Balance 12/31/02                    252,550         252          (5)     42,285       (250)    (50,249)     (7,967)

Year Ended 12/31/03:
Additional Capital Contribution          --          --          --       7,080         --          --       7,080

Net Loss                                 --          --          --          --         --      (6,861)     (6,861)
                                   --------    --------    --------    --------   --------    --------    --------
Balance 12/31/03                    252,550         252          (5)   $ 49,365   $   (250)   ($57,110)   ($ 7,748)
                                   ========    ========    ========    ========   ========    ========    ========
</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
                                                                12/31/03           12/31/02       DEV. STAGE
                                                                ---------        ----------       ----------
<S>                                                             <C>               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

NET LOSS                                                        $(6,861)          $(5,936)        $(57,110)
                                                                -------           -------         --------
Adjustments to reconcile net loss to
    Net cash used by operating activities:
         (Decrease)/Increase in accrued expenses

          Net cash used by operating activities                  (6,861)           (5,936)         (57,110)
                                                                -------           -------          -------         ------------
CASH FLOWS FROM FINANCING ACTIVITIES:

     Borrowing from related party                                    --                --            8,000
     Proceeds from sale of common stock                              --                --           15,000
     Acquisition of treasury stock                                   --                --               (5)
     Additional Capital contribution                              7,080             5,952           34,367
                                                                -------           -------         --------

          Net cash provided by financing activities               7,080             5,952           57,362
                                                                -------           -------         --------

NET INCREASE (DECREASE) IN CASH                                     219                16              252
CASH, beginning of period                                            33                17                0
                                                                -------           -------         --------

CASH, end of period                                                $252               $33             $252
                                                                =======           =======         ========
</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. We have the intention of 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, we do not expect to
restrict our search to any specific business, industry or geographical location.
As of December 31, 2003, we are 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

We present our financial statements under 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.

RECENT ACCOUNTING PRONOUNCEMENTS

FASB No. 145, "Rescission of FASB Statements Nos. 4, 44 and 64, Amendment of
FASB Statement No. 13, and Technical Corrections".

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements Nos.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections".
This Statement, among other things, requires that gains and losses

                                           F-6

<PAGE>

related to extinguishment of debt be classified as extraordinary items only if
they meet the criteria in Opinion No. 30. The provision of Statement No. 145
related to the rescission of Statement No. 4 should be applied in fiscal years
beginning after May 15, 2002. Any gain or loss on extinguishment of debt that
was classified as an extraordinary item in prior periods presented, that does
not meet the criteria in Opinion No. 30 for classification as an extraordinary
item, should be reclassified. The provisions of Statement No. 145 are not
expected to materially affect the Company's financial statements.

FASB No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". This Statement addresses financial accounting
and reporting for costs associated with exit or disposal activities and replaces
Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". This Statement is
effective for exit or disposal activities that are initiated after December 31,
2002, with early application encouraged. The effect of adopting SFAS No. 146 is
not expected to have a material impact on the Company's financial position or
results of operations.

FIN No. 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others"

In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others" which expands previously issued accounting guidance and
disclosure requirements for certain guarantees. The interpretation requires an
entity to recognize an initial liability for the fair value of an obligation
assumed by issuing a guarantee. The initial recognition and initial measurement
provisions of FIN No. 45 are applicable to a company on a prospective basis to
guarantees issued or modified after December 31, 2002. However, the disclosure
requirements in FIN No. 45 are effective for a company's financial statements
for periods ending after December 15, 2002. The Company is not a party to any
agreement in which it is a guarantor of indebtedness of others therefore the
interpretation did not affect the Company's financial position, results of
operations or cash flows.

FASB No. 148 "Accounting for Stock-Based Compensation - Transition and
Disclosure"

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure". SFAS No. 148 does not alter the
provisions of SFAS 123, nor does it require stock-based compensation to be
measured under the fair-value method. Rather, SFAS 148 provides alternative
transition methods to companies that elect to expense stock-based compensation
using the fair-value approach under SFAS No. 123. The Company will continue to
account for stock-based compensation in accordance with APB No. 25. As such, the
Company does not expect this standard to have a material impact on its financial
position or results of operations. The Company has adopted the disclosure-only
provisions of SFAS No. 148.

FIN No. 46, "Consolidation of Variable Interest Entities"

In January 2003, the FASB issued Interpretations No. 46, "Consolidation of
Variable Interest Entities". FIN No. 46 addresses consolidation by business
enterprises of variable interest entities (formerly special purpose entities or
"SPEs"). The Company does not have any variable interest entities as defined by
FIN No. 46.

FASB No. 149, "Amendment of Statement No. 133 on Derivative Instruments and
Hedging Activities"

In April 2003, the FASB issued Statement No. 149, "Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities". This statement amends and
clarifies financial accounting and reporting

                                       F-7

<PAGE>

for derivative instruments, including certain derivative instruments embedded in
other contracts and for hedging activities under Statement No. 133, "Accounting
for Derivatives Instruments and Hedging Activities." The provisions of this
statement are effective for all derivatives and hedging activities entered into
after June 30, 2003. The Company does not expect SFAS No. 149 to have a material
effect on its financial statements.

FASB No. 150 "Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity"

In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
establishes standards on the classification and measurement of certain
instruments with characteristics of both liabilities and equity. The provisions
of SFAS No. 150 are effective for financial instruments entered into or modified
after May 31, 2002 and to all other instruments that exist as of the beginning
of the first interim financial reporting period beginning after June 15, 2003.
The Company does not expect SFAS No. 150 to have a material effect on its
financial statements.

EITF 03-11, "Reporting Gains and Losses on Derivative Instruments That are
Subject to FASB Statement No. 133, Accounting for Derivative Instruments and
Hedging Activities, and Not Held for Trading Purposes".

In August 2003, the EITF reached a consensus that all gains and losses (realized
and unrealized) on derivative instruments within the scope of SFAS 133 should be
shown net in the income statement, whether or not settled physically, if the
derivative instruments are held for trading purposes. However, the EITF
recognized that there may be contracts within the scope of SFAS 133 considered
not held for trading purposes that warrant further consideration as to the
appropriate income statement classification of the gains and losses. In EITF
03-11, the EITF clarified certain criteria to use in determining whether gains
and losses related to non-trading derivative instruments should be shown net in
the income statement. The adoption of EITF 03-11 did not have an material effect
on the Company's financial position, results of operations or cash flows.

NOTE B - GOING CONCERN

As shown in the accompanying financial statements, we are in the development
stage, have yet to generate operating revenues and will require a significant
amount of capital to commence our planned principal operations. As reflected in
the accompanying financial statements, we have incurred accumulated losses since
inception of $57,110 and have raised an insignificant amount of capital. As
such, there is no assurance that we will be successful in our efforts to raise
the necessary capital to commence our planned principal operations.

We have 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. We will
require a significant amount of capital to commence our planned principal
operations. Accordingly, our ability to continue as a going concern is dependent
upon our ability to secure an adequate amount of capital to finance our planned
principal operations.

Our plans include a merger and a subsequent public offering of our common stock;
however there is no assurance that we will be successful in our efforts to raise
capital or to obtain a business combination.

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

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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.


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 (who later transferred his shares to Mr. James Chow) 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 Mr. 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.

In March 2003 Mr. Hong transferred all his shares (123,750) to Mr. James Chow,
who now holds 245,000 shares.

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, our
operating assets and primary source of income and cash flow are expected to be
our interests in our 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

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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-10